UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           Form 10-KSB

[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the Fiscal Year Ended December 31, 2002

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the Transition Period from __________ to

Commission File Number 000-09283


                  FUEL CORPORATION OF AMERICA
              -----------------------------------
         (Name of small business issuer in its charter)

            Nevada                          88-0299716
       ----------------                 -------------------
(State or other jurisdiction of    (I.R.S. employer identification
incorporation or organization)                 number)

  7341 West Charleston Blvd.,
           Suite 130
       Las Vegas, Nevada                      89117
 -----------------------------              ---------
(Address of principal executive            (Zip code)
           offices)

Issuer's telephone number: (702) 858-3678

Securities Registered Pursuant to Section 12(b) of the Act: NONE

   Title of each class        Name of each exchange on which registered

  ---------------------------------------------------------------------

  ---------------------------------------------------------------------

Securities Registered Pursuant to Section 12(g) of the Act:

                             COMMON
                          ------------
                        (Title of class)

                          ------------
                        (Title of class)




                             PAGE-1-





Check  whether  the issuer (1) filed all reports required  to  be
filed by Section 13 or 15(d) of the Exchange Act during the  past
12  months  (or  for such shorter period that the registrant  was
required to file such reports), and (2) has been subject to  such
filing requirements for the past 90 days. [   ] Yes [X] No

Check  if there is no disclosure of delinquent filers in response
to  Item 405 of Regulation S-B is not contained in this form, and
no  disclosure  will  be contained, to the best  of  registrant's
knowledge,   in   definitive  proxy  or  information   statements
incorporated by reference in Part III of this Form 10-KSB or  any
amendment to this Form 10-KSB. [   ]

The issuer's revenue for its most recent fiscal year was $0.

The  Company's  common stock is not listed on  a  national  stock
exchange.

The  number of shares outstanding of each of the issuer's classes
of common equity, as of December 31, 2002 was 3,993,593.

               DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly
describe  them  and identify the part of the Form  10-KSB  (e.g.,
Part  I,  Part II, etc.) into which the document is incorporated:
(1)  any  annual  report to security holders; (2)  any  proxy  or
information  statement; and (3) any prospectus filed pursuant  to
Rule  424(b)  or  (c) of the Securities Act of 1933  ("Securities
Act").   The  listed  documents should be clearly  described  for
identification purposes (e.g., annual report to security  holders
for fiscal year ended December 24, 1990).

Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [X]



PART I                                                           3
 ITEM 1.  BUSINESS.                                              3
 ITEM 2.  DESCRIPTION OF PROPERTY                                7
 ITEM 3.  LEGAL PROCEEDINGS                                      7
 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS    7
PART II                                                          7
 ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
 MATTERS                                                         7
 ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
 OPERATION                                                       9
 ITEM 7.  FINANCIAL STATEMENTS                                  12
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT               13
SHELLEY INTERNATIONAL CPA                                       13
 ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
 ACCOUNTING AND FINANCIAL DISCLOSURE                            22
PART III                                                        22
 ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
 PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT     22
 ITEM 10.  EXECUTIVE COMPENSATION                               23
 ITEM 11.  SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY
 HOLDERS                                                        23
 ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS       24
 ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                     25
 ITEM 14.  CONTROLS AND PROCEDURES                              25
SIGNATURES                                                      26




                             PAGE-2-





                   FORWARD LOOKING STATEMENTS

     This Annual Report contains forward-looking statements about
our  business, financial condition and prospects that reflect our
management's   assumptions  and  beliefs  based  on   information
currently  available.   We  can  give  no  assurance   that   the
expectations indicated by such forward-looking statements will be
realized.   If any of our assumptions should prove incorrect,  or
if   any   of   the  risks  and  uncertainties  underlying   such
expectations should materialize, the Company's actual results may
differ  materially  from those indicated by  the  forward-looking
statements.

     The key factors that are not within our control and that may
have  a direct bearing on operating results include, but are  not
limited to, acceptance of our services, our ability to expand its
customer  base,  managements' ability to  raise  capital  in  the
future,  the  retention  of  key employees  and  changes  in  the
regulation of our industry.

     There  may  be other risks and circumstances that management
may  be unable to predict.  When used in this Report, words  such
as,  "believes,"  "expects," "intends,"  "plans,"  "anticipates,"
"estimates" and similar expressions are intended to identify  and
qualify forward-looking statements, although there may be certain
forward-looking statements not accompanied by such expressions.

                             PART I

ITEM 1.  BUSINESS.

Business Development and Summary

     Fuel  Corporation of America, (the "Company" or  "FCA")  was
incorporated under the laws of the State of Minnesota  under  the
Name  Minnesota Tree Farms, Inc. on December 18, 1957.   At  that
time,  the Company was primarily engaged in acquiring real estate
for  the  purposes of cultivating and marketing Christmas  trees.
The  Company  secured land for these purposes  through  sales  of
undivided fractional fee interests.  At its peak, the Company had
trees planted on approximately 2400 acres of land.  On August  7,
1961,  the  Company  commenced  a Regulation  a  underwriting  in
Minnesota  and offered 20,000 common shares at $10.00 per  share,
the   proceeds  of  which  went  to  buying,  planting,   sowing,
harvesting, replanting and marketing of Scotch pine  trees.   The
Company  raised approximately $1,150,000.00 in this  manner.   On
November  13,  1971  The Company changed its  name  to  Minnesota
Associated Properties, Inc.  On July 6, 1982, it changed its name
to  Fuel  Corporation of America.  On February 21,  1991,  a  new
Nevada  corporation was incorporated, also named Fuel Corporation
of  America,  and  was  subsequently merged  with  the  Minnesota
corporation,  leaving  the Nevada corporation  as  the  surviving
entity.

     In  1968,  the Company's management resigned due  mainly  to
difficulties in successfully executing the business plan.   Henry
Nobel of Park Rapids, Minnesota was named Chief Executive Officer
and  the Company ceased operations.  In 1969, many of records  of
the  Company  were destroyed in a fire in Osage,  Minnesota.   On
June 5, 1970, Mr. Frank Hall purchased the majority of the shares
of  the  Company  and was elected President.  Mr. Hall's  primary
goal  is  to salvage some value related to the undivided interest
holders,  stockholders and the Company.  In September, 2001,  the
Company  ceased any and all significant operations.  The  Company
has opted to become a "blank check" company and to further engage
in  any  lawful corporate undertaking, including, but not limited
to,  selected  mergers and acquisitions.  The  Company  seeks  to
qualify  as  a  fully  reporting issuer with the  Securities  and
Exchange  Commission  so  as  to  reactivate  the  Company  as  a
reporting company.

     Pursuant  to the Articles of Incorporation, the  Company  is
authorized to issue 50,000,000 shares of Common Stock  at  $0.001
par  value.  Each holder of the Common Stock is entitled  to  one
vote  for  each share of Common Stock held.  As of  December  31,
2002,  there are 3,993,593 shares issued and outstanding  and  no
shares  of  Preferred Stock outstanding.  Presently, the  Company
may  be  defined as a "shell" company, which sole purpose  is  to
locate  and  consummate a merger or acquisition  with  a  private
entity.   The Company has opted to resume the filing of reporting
documentation  in an effort to maximize shareholder  value.   The
best  use  and  primary attraction of the  Company  as  a  merger
partner  or acquisition vehicle will be its status as a reporting
public  company.   Any business combination  or  transaction  may
potentially  result  in  a significant  issuance  of  shares  and
substantial dilution to present stockholders of the Company.  The
proposed  business  activities  described  herein  classify   the
Company  as  a  "blank check" company.  Many states have  enacted
statutes,  rules and regulations limiting the sale of  securities
of "blank check" companies in their respective jurisdictions.




                             PAGE-3-




     The  Company's administrative office is located at 7341 West
Charleston  Boulevard, Suite 130, Las Vegas Nevada,  89117.   The
Company's telephone number is (702) 858-3678.

     The  Company's  transfer  agent is OTR  Securities  Transfer
Agent  &  Registrar,  317 SW Alder Street  Suite  1120,  Portland
Oregon, 97204, phone (503) 225-0375.

     Fuel  Corporation of America's' fiscal year end is  December
31.

Business of Issuer

Principal Products and Principal Markets

     At  this time, the Company's purpose is to seek, investigate
and,  if  such  investigation warrants, acquire  an  interest  in
business opportunities presented to it by persons or firms who or
which desire to seek the perceived advantages of an Exchange  Act
registered corporation.  The Company will not restrict its search
to  any specific business, industry, or geographical location and
the  Company  may participate in a business venture of  virtually
any kind or nature.  This discussion of the proposed business  is
purposefully  general and is not meant to be restrictive  of  the
Company's virtually unlimited discretion to search for and  enter
into  potential  business opportunities.  Management  anticipates
that it may be able to participate in only one potential business
venture  because  the  Company has  nominal  assets  and  limited
financial  resources.   (See  Item 7. "Financial  Statements  And
Supplementary  Data").   This lack of diversification  should  be
considered  a  substantial risk to shareholders  of  the  Company
because it will not permit the Company to offset potential losses
from one venture against gains from another.

     The  Company  may seek a business opportunity with  entities
which  have  recently  commenced operations,  or  which  wish  to
utilize  the  public  marketplace in order  to  raise  additional
capital  in  order  to expand into new products  or  markets,  to
develop  a  new  product  or  service,  or  for  other  corporate
purposes.   The  Company may acquire assets and establish  wholly
owned  subsidiaries  in various businesses  or  acquire  existing
businesses as subsidiaries.

     The  Company  anticipates that the selection of  a  business
opportunity in which to participate will be complex and extremely
risky.   Due  to general economic conditions, rapid technological
advances being made in some industries and shortages of available
capital,  management  believes  that  there  are  numerous  firms
seeking   the   perceived  benefits  of  a  publicly   registered
corporation.  Such perceived benefits may include facilitating or
improving the terms on which additional equity financing  may  be
sought,  providing  liquidity  for  incentive  stock  options  or
similar  benefits to key employees, providing liquidity  (subject
to restrictions of applicable statutes), for all shareholders and
other factors.  Potentially, available business opportunities may
occur  in  many  different industries and at  various  stages  of
development,  all  of  which will make the  task  of  comparative
investigation   and  analysis  of  such  business   opportunities
extremely difficult and complex.

     The  Company  has, and may continue to have,  little  or  no
capital   with   which   to  provide  the  owners   of   business
opportunities   with  any  significant  cash  or  other   assets.
However,  management believes the Company will be able  to  offer
owners  of  acquisition candidates the opportunity to  acquire  a
controlling  ownership interest in a publicly registered  company
without  incurring  the  cost and time  required  to  conduct  an
initial   public   offering.   The   owners   of   the   business
opportunities   will,  however,  incur  significant   legal   and
accounting  costs in connection with acquisition  of  a  business
opportunity, including the costs of preparing Form 8-K's,  10-K's
or  10-KSB's, agreements and related reports and documents.   The
Securities  Exchange  Act  of 1934 (the "34  Act"),  specifically
requires that any merger or acquisition candidate comply with all
applicable   reporting  requirements,  which  include   providing
audited  financial statements to be included within the  numerous
filings relevant to complying with the 34 Act.  Nevertheless, the
officer(s)  and  director(s) of the Company  have  not  conducted
market research and are not aware of statistical data which would
support  the  perceived  benefits  of  a  merger  or  acquisition
transaction for the owners of a business opportunity.




                             PAGE-4-





     The   analysis  of  new  business  opportunities   will   be
undertaken  by,  or under the supervision of, the officer(s)  and
director(s) of the Company.  Management intends to concentrate on
identifying preliminary prospective business opportunities  which
may  be brought to its attention through present associations  of
the  Company's  officer(s) and director(s), or by  the  Company's
shareholders.   In analyzing prospective business  opportunities,
management will consider such matters as the available technical,
financial  and  managerial resources; working capital  and  other
financial  requirements; history of operations, if any; prospects
for  the future; nature of present and expected competition;  the
quality  and  experience  of management  services  which  may  be
available  and  the depth of that management; the  potential  for
further  research,  development, or  exploration;  specific  risk
factors not now foreseeable but which then may be anticipated  to
impact the proposed activities of the Company; the potential  for
growth  or  expansion;  the potential for profit;  the  perceived
public  recognition  of  acceptance  of  products,  services,  or
trades;   name   identification;  and  other  relevant   factors.
Officer(s)  and  director(s) of the Company  do  expect  to  meet
personally  with  management and key personnel  of  the  business
opportunity  as  part  of  their investigation.   To  the  extent
possible,  the  Company intends to utilize  written  reports  and
investigation  to evaluate the above factors.  The  Company  will
not acquire or merge with any company for which audited financial
statements cannot be obtained within a reasonable period of  time
after losing of the proposed transaction.

     The  Officer(s)  of the Company have limited  experience  in
managing  companies similar to FCA and shall rely upon their  own
efforts  and,  to  a  much  lesser extent,  the  efforts  of  the
Company's shareholders, in accomplishing the business purposes of
the  Company.  The Company may from time to time utilize  outside
consultants  or  advisors  to effectuate  its  business  purposes
described herein.  No policies have been adopted regarding use of
such  consultants  or  advisors,  the  criteria  to  be  used  in
selecting  such  consultants  or advisors,  the  services  to  be
provided,  the term of service, or regarding the total amount  of
fees that may be paid.  However, because of the limited resources
of the Company, it is likely that any such fee the Company agrees
to pay would be paid in stock and not in cash.

     The  Company  will not restrict its search for any  specific
kind  of  firms,  but  may  acquire a venture  which  is  in  its
preliminary or development stage, which is already in  operation,
or  in  essentially  any  stage of its  corporate  life.   It  is
impossible to predict at this time the status of any business  in
which  the Company may become engaged, in that such business  may
need  to  seek additional capital, may desire to have its  shares
publicly traded, or may seek other perceived advantages which the
Company  may  offer.   However, the Company does  not  intend  to
obtain  funds  in one or more private placements to  finance  the
operation of any acquired business opportunity until such time as
the  Company  has  successfully  consummated  such  a  merger  or
acquisition.

     It  is  anticipated  that  the Company  will  incur  nominal
expenses  in  the implementation of its business  plan  described
herein.   Because the Company has no capital with  which  to  pay
these  anticipated expenses, present management  of  the  Company
will  pay  these charges with their personal funds,  as  interest
free  loans to the Company.  However, the only opportunity  which
management  has  to  have  these loans  repaid  will  be  from  a
prospective  merger  or  acquisition candidate.   Management  has
agreed  among themselves that the repayment of any loans made  on
behalf of the Company will not impede, or be made conditional  in
any manner, to consummation of a proposed transaction.

Acquisition of Opportunities

     In  implementing  a  structure  for  a  particular  business
acquisition,  the  Company  may  become  a  party  to  a  merger,
consolidation,   reorganization,  joint  venture   or   licensing
agreement  with  another  corporation or  entity.   It  may  also
acquire  stock  or  assets  of  an  existing  business.   On  the
consummation  of a transaction, it is probable that  the  present
management and shareholders of the Company will no longer  be  in
control  of  the Company.  In addition, the Company's director(s)
may,  as part of the terms of the acquisition transaction, resign
and  be replaced by new directors without a vote of the Company's
shareholders or may sell their stock in the Company.  Any and all
such  sales  will only be made in compliance with the  securities
laws of the United States and any applicable state.

     It  is  anticipated that any securities issued in  any  such
reorganization  would be issued in reliance upon  exemption  from
registration under applicable federal and state securities  laws.
In  circumstances,  however,  as  a  negotiated  element  of  its
transaction, the Company may agree to register all or a  part  of
such  securities immediately after the transaction is consummated
or  at  specified times thereafter.  If such registration occurs,
of  which there can be no assurance, it will be undertaken by the
surviving entity after the Company has successfully consummated a
merger  or acquisition and the Company is no longer considered  a
"shell"  company.   Until such time as this occurs,  the  Company
does  not  intend  to  register any additional  securities.   The
issuance of substantial additional securities and their potential
sale  into  any trading market which may develop in the Company's
securities  may  have a depressive effect on  the  value  of  the
Company's securities in the future, if such a market develops, of
which there is no assurance.




                             PAGE-5-





     While the actual terms of a transaction to which the Company
may  be a party cannot be predicted, it may be expected that  the
parties  to  the business transaction will find it  desirable  to
avoid  the creation of a taxable event and thereby structure  the
acquisition  in  a  so-called  "tax-free"  reorganization   under
Sections  368(a)(1)  or  351 of the Internal  Revenue  Code  (the
"Code").   In order to obtain tax-free treatment under the  Code,
it  may  be necessary for the owners of the acquired business  to
own 80% or more of the voting stock of the surviving entity.   In
such  event,  the shareholders of the Company would  retain  less
than  20%  of the issued and outstanding shares of the  surviving
entity, which would result in significant dilution in the  equity
of such shareholders.

     As  part  of  the  Company's investigation,  officer(s)  and
director(s)  of  the Company may personally meet with  management
and  key  personnel,  may visit and inspect material  facilities,
obtain  analysis of verification of certain information provided,
check  references of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.  The manner
in  which the Company participates in an opportunity will  depend
on  the  nature  of  the  opportunity, the respective  needs  and
desires of the Company and other parties, the management  of  the
opportunity and the relative negotiation strength of the  Company
and such other management.

     With respect to any merger or acquisition, negotiations with
target  company management is expected to focus on the percentage
of  the  Company  which  the  target company  shareholders  would
acquire in exchange for all of their shareholdings in the  target
company.    Depending  upon,  among  other  things,  the   target
company's assets and liabilities, the Company's shareholders will
in   all   likelihood  hold  a  substantially  lesser  percentage
ownership  interest  in  the  Company  following  any  merger  or
acquisition.   The  percentage  ownership  may  be   subject   to
significant reduction in the event the Company acquires a  target
company  with  substantial  assets.  Any  merger  or  acquisition
effected  by  the Company can be expected to have  a  significant
dilutive effect on the percentage of shares held by the Company's
then shareholders.

     The  Company will participate in a business opportunity only
after  the  negotiation  and  execution  of  appropriate  written
agreements.   Although  the terms of such  agreements  cannot  be
predicted,  generally such agreements will require some  specific
representations  and  warranties by all of the  parties  thereto,
will specify certain events of default, will detail the terms  of
closing and the conditions which must be satisfied by each of the
parties prior to and after such closing, will outline the  manner
of  bearing costs, including costs associated with the  Company's
attorneys  and  accountants, will set forth remedies  on  default
and will include miscellaneous other terms.

     As stated hereinabove, the Company will not acquire or merge
with   any  entity  which  cannot  provide  independent   audited
financial  statements within a reasonable period  of  time  after
closing  of the proposed transaction.  The Company is subject  to
all  of  the  reporting requirements included in  the  1934  Act.
Included  in  these requirements is the affirmative duty  of  the
Company to file independent audited financial statements as  part
of  its  Form  8-K to be filed with the Securities  and  Exchange
Commission upon consummation of a merger or acquisition, as  well
as  the  Company's audited financial statements included  in  its
annual  report on Form 10-K (or 10-KSB, as applicable).  If  such
audited  financial statements are not available  at  closing,  or
within   time  parameters  necessary  to  insure  the   Company's
compliance  with  the requirements of the 1934  Act,  or  if  the
audited  financial  statements provided do  not  conform  to  the
representations  made  by the candidate to  be  acquired  in  the
closing  documents, the closing documents will provide  that  the
proposed transaction will be voidable, at the discretion  of  the
present  management  of  the Company.   If  such  transaction  is
voided, the agreement will also contain a provision providing for
the  acquisition entity to reimburse the Company  for  all  costs
associated with the proposed transaction.

Employees

     The Company plans to rely exclusively on the services of its
officer  and  director,  Mr. Frank Hall and  does  not  have  any
employees.    The  Company  believes  that  its  operations   are
currently on a small scale that is manageable by one individual.

Reports to Security Holders

Annual Reports

     The  Company  intends to deliver annual reports to  security
holders  and the United States Securities and Exchange Commission
on Form 10-KSB in accordance with the provisions of Section 12 of
the  Securities  Exchange Act of 1934, as amended.   Such  annual
reports will include audited financial statements.




                             PAGE-6-





Periodic Reports with the SEC

     As  of  the  date of this annual report, we have  filed  all
necessary periodic reports with the SEC, as required by  law  and
regulations applicable to fully reporting companies.
Availability of Filings

     You may read and copy any materials we file with the SEC  at
the  SEC's  Public  Reference Room at  450  Fifth  Street,  N.W.,
Washington,  D.C.  20549.   You may  obtain  information  on  the
operation of the Public Reference Room by calling the SEC  at  1-
800-SEC-0330.   Additionally, the SEC maintains an Internet  site
(http://www.sec.gov) that contains reports, proxy and information
statements  and  other information regarding  issuers  that  file
electronically with the SEC.

ITEM 2.  DESCRIPTION OF PROPERTY

Description of Property

     The  Company's administrative office is located at 7341 West
Charleston  Boulevard, Suite 130, Las Vegas, Nevada, 89117.   The
Company's  telephone  number is (509) 327-2964.   This  space  is
provided to the Company at no charge by Mr. Frank Hall.

     There are currently no proposed programs for the renovation,
improvement   or  development  of  the  facilities  the   Company
currently  uses.  The Company believes that this  arrangement  is
suitable  given  the nature of its current operations,  and  also
believes that it will not need to lease additional administrative
offices for at least the next 12 months.

Investment Policies

     The  Company's  management does not currently have  policies
regarding the acquisition or sale of real estate assets primarily
for  possible capital gain or primarily for income.  The  Company
does  not  presently hold any investments or  interests  in  real
estate, investments in real estate mortgages or securities of  or
interests in persons primarily engaged in real estate activities.

ITEM 3.  LEGAL PROCEEDINGS

     The   Company  is  not  currently  involved  in  any   legal
proceedings  nor  does  it  have  knowledge  of  any   threatened
litigation.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company did not hold a shareholders meeting in 2002,
thus there was no vote of securities holders in 2002.

                             PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market information

     There  is  no  established public  trading  market  for  the
Company's  securities  and  a  regular  trading  market  may  not
develop, or if developed, may not be sustained.  A shareholder in
all  likelihood, therefore, will not be able to resell his or her
securities  should  he or she desire to do so when  eligible  for
public  resales.   Furthermore, it is  unlikely  that  a  lending
institution  will  accept  the Company's  securities  as  pledged
collateral  for  loans unless a regular trading market  develops.
The   Company   has   no   plans,  proposals,   arrangements   or
understandings with any person with regard to the development  of
a trading market in any of its securities.




                             PAGE-7-





Holders

     As  of  December  31,  2002, the Company  had  approximately
3,993,593  shares  of $0.001 par value common  stock  issued  and
outstanding  held  by approximately 683 shareholders  of  record.
The  Company's Transfer Agent is OTR Securities Transfer Agent  &
Registrar,  317  SW  Alder Street Suite  1120,  Portland  Oregon,
97204, phone (503)
225-0375.

Dividends

     The Company has never declared or paid any cash dividends on
our  common  stock.   For  the foreseeable  future,  the  Company
intends  to  retain any earnings to finance the  development  and
expansion  of  its business, and does not anticipate  paying  any
cash dividends on its common stock.  Any future determination  to
pay dividends will be at the discretion of the Board of Directors
and  will  be dependent upon then existing conditions,  including
the  Company's  financial condition and  results  of  operations,
capital    requirements,   contractual   restrictions,   business
prospects,  and  other  factors  that  the  board  of   directors
considers relevant.

Securities  Authorized  for  Issuance Under  Equity  Compensation
Plans

     The following table provides the following information as of
December  31,  2002,  for  equity compensation  plans  previously
approved  by  security holders, as well as those  not  previously
approved by security holders:

       1.   The number of securities to be issued upon the exercise of
          outstanding options, warrants and rights (column (a));
2.   The weighted-average exercise price of the outstanding
options, warrants and rights (column (b)); and
3.   Other than securities to be issued upon the exercise of the
outstanding options, warrants and rights, the number of
securities remaining available for future issuance under the plan
(column (c)).

                                 Number of        Weighted       Number of
                               Securities to       average       securities
                               be issued upon     exercise       remaining
                                exercise of       price of       available
                                outstanding      outstanding     for future
                                  options,        options,        issuance
                                warrants and    warrants and
    Plan Category                  rights          rights
-----------------------------------------------------------------------------
                                    (a)              (b)            (c)
Equity compensation plans            -                -              -
approved by security
holders

Equity compensation plans            -                -              -
not approved by security
holders

Total                                -                -              -


Recent Sales of Unregistered Securities

     During  the year 1997 the Company converted $188,975 of  its
debt into stock at a value of one share for every dollar of debt.
The Company also wrote off an asset that it previously had on its
balance sheet that related to a previous merger that did not come
to completion.

     Also,  during  1997  the Company paid its president  312,500
shares of common stock for previous services rendered.

     At  the  end  of 1997 the Board of Directors also authorized
the president to find a suitable merger candidate.  The president
was  authorized to spend funds to pursue a merger  candidate  and
the  Company authorized reimbursement of these expenses.   During
the  years following the president spent his own funds in pursuit
of  a  merger candidate and for certain minimal fees and expenses
of  the  Company.  During April 2001 the president was reimbursed
for some of these expenditures at $1.00 of expenditure per share.
During  July  through September 30, 2001 the  President  received
additional  shares  to  cover expenses  paid  on  behalf  of  the
corporation.




                             PAGE-8-





     During  the  first  nine months of 2002 the  Company  issued
24,229  shares  of restricted common stock to its  president  for
debt.

     During  the  first  nine months of 2002 the  Company  issued
2,135 shares of common stock to cover $2,135 of services rendered
on behalf of the Company.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

     Some  of  the statements contained in this Form 10-KSB  that
are  not historical facts are "forward-looking statements"  which
can  be identified by the use of terminology such as "estimates,"
"projects,"   "plans,"   "believes,"  "expects,"   "anticipates,"
"intends," or the negative or other variations, or by discussions
of  strategy  that  involve risks and uncertainties.   Management
urges you to be cautious of the forward-looking statements,  that
such statements, which are contained in this Form 10-KSB, reflect
the  Company's current beliefs with respect to future events  and
involve  known and unknown risks, uncertainties and other factors
affecting  the  Company's  operations, market  growth,  services,
products and licenses.  No assurances can be given regarding  the
achievement  of  future  results, as actual  results  may  differ
materially as a result of the risks the Company faces, and actual
events  may differ from the assumptions underlying the statements
that have been made regarding anticipated events.

     All  written  and  oral forward-looking statements  made  in
connection  with  this Form 10-KSB that are attributable  to  the
Company  or persons acting on the Company's behalf are  expressly
qualified  in  their  entirety  by these  cautionary  statements.
Given  the uncertainties that surround such statements,  you  are
cautioned  not  to  place undue reliance on such  forward-looking
statements.

Plan of Operation

     The  Company  is  a  development  stage  enterprise  with  a
business  plan  to  seek  to  acquire  or  merge  with  potential
businesses  that  may,  in  the Company's  opinion,  warrant  the
Company's involvement.  The Company's discretion is unrestricted,
and  may  participate  in any business whatsoever  that,  in  its
opinion,  may  meet  the  business  objectives  the  Company  has
addressed.   Indeed,  the  Company  may  effectuate  a   business
combination with another business outside the United States.  The
Company  has not limited the scope of its search to a  particular
region.   The Company does not intend to utilize any  notices  or
advertisements   in   the   Company's   search    for    business
opportunities.

     The  Company will be primarily responsible for searching for
an  appropriate merger or acquisition candidate.  However, to the
extent that the Company's existing stockholders are aware of  any
potential business acquisition candidates, they are obligated  to
refer  these  candidates to management.  The  Company  recognizes
that  as  a result of its limited financial, managerial or  other
resources, the number of suitable potential businesses  that  may
be  available  to  the  Company will be extremely  limited.   The
Company's  principal business objective will be to seek long-term
growth  potential in the business in which it participates rather
than  immediate, short-term earnings.  In seeking to  attain  the
Company's business objectives, the Company will not restrict  its
search  to  any  particular industry.  Rather,  the  Company  may
investigate  businesses  of  essentially  any  kind  or   nature,
including   but   not  limited  to  finance,   high   technology,
manufacturing, service, research and development, communications,
insurance, brokerage, transportation, and others.  Management may
also  seek  to  become  involved  with  other  development  stage
companies  or companies that could be categorized as "financially
troubled."   At  the  present  time,  we  have  not  chosen   the
particular  area of business in which we propose  to  engage  and
have  not  conducted  any  market studies  with  respect  to  any
business, property or industry.

Evaluation Criteria

     The  analysis  of  potential  business  endeavors  will   be
undertaken by or under the supervision of management,  no  member
of  which  is  a  professional business analyst.   The  Company's
management  is  comprised  of  individuals  of  varying  business
experiences, and they will rely on their own business judgment in
formulating  decisions  as to the types of  businesses  that  the
Company may acquire or in which the Company may participate.   It
is  quite  possible  that management will not have  any  business
experience or expertise in the type of business engaged in by  us
ultimately  acquired.   Management will  seek  to  examine  those
factors  we  have  discussed  when making  a  business  decision;
however,  the  mention  of  these  factors  to  be  examined   by
management  with  regard to its determining the  potential  of  a
business  endeavor should not be read as implying any  experience
or  expertise on behalf of management as to the business  chosen.
These  factors  are merely illustrative of the types  of  factors
that   management   may  consider  in  evaluating   a   potential
acquisition.




                             PAGE-9-





     Management  anticipates that the selection  of  an  acquired
business will be complex and risky because of the competition for
particular  business opportunities.  The nature of the  Company's
search  for  the  acquisition  of an acquired  business  requires
maximum  flexibility inasmuch as we will be required to  consider
various  factors and divergent circumstances which  may  preclude
meaningful   direct   comparison  among  the   various   business
enterprises, products or services investigated.  Investors should
recognize  that  the possible lack of diversification  among  the
Company's  acquisition  may not permit  it  to  offset  potential
losses  from  one  venture against profits  from  another.   This
should be considered a negative factor affecting any decision  to
purchase   the   shares.   The  Company   will   have   virtually
unrestricted   flexibility  in  identifying   and   selecting   a
prospective  acquired business.  Management will consider,  among
other  factors in evaluating a prospective acquired business  and
determining the "fair market value," the following:

  1.   The acquired business' net worth;

  2.   The acquired business' total assets;

  3.   The acquired business' cash flow;

  4.   Costs associated with effecting the business combination;

  5.   Equity interest in and possible management participation in
       the acquired business;

  6.   Earnings and financial condition of the acquired business;

  7.   Growth potential of the acquired business and the industry
       in which it operates;

  8.   Experience  and  skill of management and availability  of
       additional personnel of the acquired business;

  9.   Capital requirements of the acquired business;

 10.   Competitive position of the acquired business;

 11.   Stage of development of the product, process or service of
       the acquired business;

 12.   Degree of current or potential market acceptance  of  the
       product, process or service of the acquired business;

 13.   Possible proprietary features and possible other protection
       of the product, process or service of acquired business; and

 14.   Regulatory environment of the industry in which the acquired
       business operates.

     The preceding criteria is not intended to be exhaustive; any
evaluation  relating  to  the merits  of  a  particular  business
combination will be based, to the extent relevant, on  the  above
factors  as  well  as  other considerations  deemed  relevant  by
management  in  connection with effecting a business  combination
consistent with the Company's business objectives.  No particular
consideration may be given to any particular factor.

     Although   the   Company   believes   that   locating    and
investigating  specific business proposals  will  take  at  least
several  months, the time this process will take is difficult  to
predict.   The time and costs required to select and evaluate  an
acquired business candidate (including conducting a due diligence
review)  and to structure and consummate the business combination
(including   negotiating   relevant  agreements   and   preparing
requisite  documents  for  filing  following  the  provisions  of
applicable  securities  laws  and state  corporate  laws)  cannot
presently be ascertained with any degree of certainty.




                            PAGE-10-





     The Company believes that it will make contact with business
prospects   primarily  through  the  efforts  of  its  directors,
officers and stockholders, who will meet personally with existing
management   and  key  personnel,  visit  and  inspect   material
facilities,  assets,  products and services  belonging  to  these
prospects,  and  undertake  further reasonable  investigation  as
management  deems  appropriate, to  the  extent  of  its  limited
financial  resources.  Some acquired business candidates  may  be
brought  to  the  Company's attention from  various  unaffiliated
sources, including securities broker/dealers, investment bankers,
venture  capitalists,  bankers, other members  of  the  financial
community,  and affiliated sources.  While the Company  does  not
presently anticipate engaging the services of professional  firms
that specialize in business acquisitions on any formal basis, the
Company may engage these firms in the future, in which event  the
Company may pay a finder's fee or other compensation.

     The  Company has not selected any particular industry or any
acquired business in which to our business combination efforts.

Tax Considerations

     As   a  general  rule,  federal  and  state  tax  laws   and
regulations  have  a significant impact upon the  structuring  of
business  combinations.  The Company will evaluate  the  possible
tax consequences of any prospective business combination and will
endeavor  to structure the business combination so as to  achieve
the  most  favorable tax treatment to the company,  the  acquired
business  and  their respective stockholders.  The IRS  or  other
appropriate  state tax authorities may attempt to re-characterize
the tax treatment of a particular business combination; and, as a
result there may be adverse tax consequences to the company,  the
acquired business and their respective stockholders.

Form and Structure of Acquisition

     Of  the  various methods and forms by which the Company  may
structure a transaction acquiring another business, management is
likely  to  use, without limitation, one of the following  forms:
(i)  a leveraged buyout transaction in which most of the purchase
price  is provided by borrowings (typically secured by the assets
of  the  acquired business and intended to be repaid out  of  the
cash  flow of the business) from one or more lenders or from  the
sellers  in the form of a deferred purchase price; (ii) a  merger
or  consolidation of the acquired corporation into  or  with  us;
(iii) a merger or consolidation of the acquired corporation  into
or  with a subsidiary of the company organized to facilitate  the
acquisition (a "subsidiary merger"), or a merger or consolidation
of a subsidiary into or with the acquired corporation (a "reverse
subsidiary  merger"); (iv) an acquisition of all or a controlling
amount  of  the stock of the acquired corporation followed  by  a
merger  of  the acquired business into us; (v) an acquisition  of
the assets of a business by us or a subsidiary organized for this
purpose;  (vi) a merger or consolidation of the company  with  or
into  the acquired business or subsidiary; or (vii) a combination
of  any of the aforementioned methods and forms. The actual  form
and  structure  of a business combination may be  also  dependent
upon  numerous other factors pertaining to the acquired  business
and  its  stockholders as well as potential  tax  and  accounting
treatments afforded the business combination.

     The Company may  utilize cash, equity, debt or a combination
of these  as consideration  in  effecting a business combination.
Although  the Company has no commitments to issue any  shares  of
common  stock,  the  Company will, in  all  likelihood,  issue  a
substantial  number of additional shares in  connection   with  a
business  combination.  To  the  extent  that additional   shares
are  issued,  dilution  to   the   interest   of   the  Company's
stockholders  may occur.  Additionally, if a substantial   number
of  shares   of   common stock are issued in connection  with   a
business  combination, a change in control  of  the  company  may
occur.

     If   the  Company's securities  are  issued as part  of   an
acquisition,   it  cannot  be  predicted  whether  they  will  be
issued  in  reliance   upon exemptions  from  registration  under
applicable   federal  or  state securities   laws   or   will  be
registered  for   public   distribution.  When   registration  of
securities  is  required, substantial cost  may be  incurred  and
time   delays   encountered.   In  addition,  the   issuance   of
additional  securities and their potential sale in  any   trading
market  which may develop in our common stock, of which there  is
no  assurance,   may  depress  the price of the Company's  common
stock   in   that particular market.  Additionally,  issuance  of
additional  securities by the Company would result in a  decrease
in  the percentage of the company's issued and outstanding shares
of  common  stock  by the purchasers  of the common  stock  being
offered in this registration statement.

     The  Company's  operations may be limited by the  Investment
Company  Act  of 1940.  While the Company will attempt to conduct
operations  so   as   not   to require  registration   under  the
Investment  Company  Act  of  1940, there  can  be  no  assurance
that  the  Company  will  not be deemed  to  be  subject  to  the
Investment Company Act of 1940.




                            PAGE-11-





     There are currently no limitations relating to the Company's
ability   to  borrow  funds to increase  the  amount  of  capital
available to  the Company  to effect  a  business combination  or
otherwise finance the operations of  the acquired business.   The
amount and nature of any borrowings by the Company will depend on
numerous   considerations,  including   the   Company's   capital
requirements,  the  Company's  perceived  ability  to  meet  debt
service   on  these borrowings and then prevailing conditions  in
the  financial markets, as  well as general economic  conditions.
There  can be no assurance that  debt  financing, if required  or
otherwise   sought,  would  be available on terms  deemed  to  be
commercially acceptable and in  the best interest of the company.
The  Company's  inability  to  borrow  funds  for  an  additional
infusion of capital into an acquired business  may  have material
adverse   effects  on  the  Company's financial   condition   and
future  prospects.  To the extent that debt financing  ultimately
proves   to  be   available,  any  borrowings  may  subject   the
Company   to    various   risks  traditionally  associated   with
incurring  indebtedness, including the  risks  of  interest  rate
fluctuations  and insufficiency of cash  flow to  pay   principal
and  interest.   Furthermore,  an  acquired  business  may   have
already  incurred debt financing and, therefore,  all  the  risks
inherent with that debt obligation.  The Company does not believe
that it will  borrow funds in any event so it is unlikely that it
will face these issues.

     Because   of   the  Company's small size,  investors  should
carefully   consider the business constraints  on  the  Company's
ability to raise additional capital when  needed.  Until  a  time
as  any  enterprise, product  or  service which  the Company  may
acquire  generates revenues sufficient to cover operating  costs,
it   is  conceivable  that the Company could  find  itself in   a
situation   where it needs additional funds in order to  continue
operations.  This need could arise at a time when the Company  is
unable   to borrow  funds  and/or market acceptance for the  sale
of   additional  shares of the Company's common  stock  does  not
exist.

     The Company's stockholders  are  relying upon  the  business
judgment  of management in connection with the proper expenditure
of   the   funds raised  in  this  offering  and in  the   future
operations  of  the company.   It  is  not  expected   that   the
Company's  stockholders  will  be consulted with respect  to  the
expenditure of the proceeds  of  this offering  or in  connection
with any acquisition engaged in  by  the Company, unless required
by law.

Daily Operations

     The  Company  expects to use attorneys  and  accountants  as
necessary, and  do not anticipate a need to engage any  full-time
employees  so  long   as  it is seeking and  evaluating  business
opportunities.   The need for employees  and  their  availability
will be addressed in  connection with the decision of whether  or
not   to   acquire  or  participate  in   a   specific   business
opportunity.   Although  there  is  no  current   plan  to   hire
employees  on  a  full-time or part-time basis, some  portion  of
working   capital  may  be used to pay any  part-time   employees
hired.

     Until   an  active  business is commenced or  acquired,  the
Company  will  have no  employees or day-to-day operations.   The
Company  is  unable to make  any estimate  as   to   the   future
number of  employees  which  may  be necessary,  if  any, to work
for the company though  the Company doubts any employees  will be
hired  at  any  time  before  a  combination.   If   an  existing
business   is acquired, it is possible that  its  existing  staff
would  be  hired  by the Company.  At the present  time,  it   is
the  Company's  intention to meet or be in telephone  contact  at
least  once  a  week and  more  frequently, if needed, to  review
business  opportunities,  evaluate   potential  acquisitions  and
otherwise  operate  the  affairs of  the   company.   Except  for
reimbursement of reasonable  expenses incurred   on   behalf   of
the   company,   management  will  not be compensated  for  these
services rendered on behalf of the company.




                            PAGE-12-





ITEM 7.  FINANCIAL STATEMENTS

     The following documents (pages F-1 to F-9) form part of the
report on the Financial Statements



                                                          PAGE

Independent Auditor's Report                              F-1
Balance Sheets                                            F-2
Income Statements                                         F-3
Statement of Stockholders' Equity                         F-4
Statement of Cash Flows                                   F-5
Footnotes                                                 F-6



































                            PAGE-13-





                    SHELLEY INTERNATIONAL CPA
                        161 E. 1ST St. #1
                         Mesa, AZ 85201
                         (480) 461-8301


        REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

To the Board of Directors/
Audit Committee

Fuel Corporation of America

I   have  audited  the  accompanying   balance  sheets  of   Fuel
Corporation of America as of December 31, 2002 and 2001  and  the
related  statements  of operations and stockholders'  equity  and
cash  flows for the years 2002, 2001 and 2000.   These  financial
statements  are  the responsibility of the Company's  management.
My  responsibility  is to express an opinion on  these  financial
statements based on my audit.

I  conducted  my  audit  in  accordance with  auditing  standards
generally  accepted  in  the United  States  of  America.   Those
standards  require that I plan and perform the  audit  to  obtain
reasonable  assurance about whether the financial statements  are
free of material misstatement.  An audit includes examining, on a
test  basis,  evidence supporting the amounts and disclosures  in
the  financial statements.  An audit also includes assessing  the
accounting  principles  used and significant  estimates  made  by
management, as well as evaluating the overall financial statement
presentation.   I  believe that my audit  provides  a  reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of  Fuel
Corporation of America as of December 31, 2002 and 2001  and  the
related  statements of operations, stockholders' equity and  cash
flows  for  the  years  2002, 2001 and 2000  in  conformity  with
accounting principles generally accepted in the United States  of
America.

The accompanying financial statements have been prepared assuming
that  the company will continue as a going concern.  As discussed
in  the  notes  to the financial statements, the Company  has  no
source  of  revenue  and no operations.  This raises  substantial
doubt about the Company's ability to continue as a going concern.
The  financial  statements do not include  any  adjustments  that
might result from this uncertainty.


                              SHELLEY INTERNATIONAL CPA

July 29, 2003
Mesa, AZ








                           PAGE-14- F1






                   FUEL CORPORATION OF AMERICA
                          Balance Sheet
                as of December 31, 2002 and 2001

                                            12/31/02       12/31/01

                             ASSETS

Cash                                               0              0
                                              ------         ------
Total Current Assets                               0              0
                                              ------         ------
Other Assets                                       0              0
                                              ------         ------
Total Assets                                       0              0
                                              ------         ------

              LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
Accounts Payable                                   0          2,003
                                              ------         ------
Total Current Liabilities                          0          2,003
                                              ------         ------
Stockholders' Equity

Common Stock, authorized
50,000,000 shares issued and
outstanding 3,993,593 12/31/02,
and 3,967,229 12/31/01                         3,994          3,967


Additional Paid in Capital                 1,291,746      1,265,409

Retained Earnings (Loss)                  (1,295,740)    (1,271,379)
                                           ---------      ---------
Total Stockholders' Equity                         0         (2,003)
                                              ------         ------
Total Liabilities and Stockholders' Equity         0         (2,003)
                                              ------         ------

The accompanying notes are an integral part of these statements









                           PAGE-15- F2





                   FUEL CORPORATION OF AMERICA
                     Statement of Operations
                for the years 2002, 2001 and 2000

                                               Year         Year         Year
                                               2002         2001         2000

Revenue                                           0            0            0
                                              -----        -----        -----
Operating Expenses
Legal and Accounting                          2,100        1,950        4,500
Consulting                                                   500
General and Administrative                   22,261       10,562       16,367
                                             ------       ------       ------
Total Expenses                               24,361       13,012       20,867
                                             ------       ------       ------
Income before Taxes                         (24,361)     (13,012)     (20,867)

Provision for Income Taxes                        0            0            0
                                             ------       ------       ------
Net Income (Loss)                           (24,361)     (13,012)     (20,867)
                                             ------       ------       ------
Primary and Diluted Earnings per Share        (0.01)       (0.01)       (0.01)
                                             ------       ------       ------
Weighted Average Number of Shares         3,984,062    2,347,671    1,682,105
                                          ---------    ---------    ---------





The accompanying notes are an integral part of these statements











                           PAGE-16- F3









                   FUEL CORPORATION OF AMERICA
                Statement of Stockholders' Equity
           From December 31, 1999 to December 31, 2002

<TABLE>
<CAPTION>

                                  Common  Stock      Paid in    Accumulated    Total
                                Shares      Amount   Capital      Deficit      Equity
<S>                                <C>      <C>         <C>          <C>       <C>

Balance, December 31, 1999     1,682,105    1,682   1,228,523   (1,237,500)   (7,295)

Retained Deficit                                                   (20,867)  (20,867)
                                --------   ------    --------      -------   -------
Balance, December 31, 2000     1,682,105    1,682   1,228,523   (1,258,367)  (28,162)

Conversion of Debt and
   Services                    2,285,124    2,285      36,886                 39,171

Retained Deficit                                                   (13,012)  (13,012)
                                --------   ------    --------      -------   -------
Balance, December 31, 2001     3,967,229    3,967   1,265,409   (1,271,379)   (2,003)

Conversion of Debt                24,229       25      24,204                 24,229

Stock for Services                 2,135        2       2,133                  2,135

Retained Deficit                                                   (24,361)  (24,361)
                                --------   ------    --------      -------   -------
Balance, December 31, 2002     3,993,593    3,994   1,291,746   (1,295,740)        0
                                --------   ------    --------      -------   -------

</TABLE>


The accompanying notes are an integral part of these statements















                           PAGE-17- F4






                   FUEL CORPORATION OF AMERICA
                     Statement of Cash Flow
                for the years 2002, 2001 and 2000

                                       Year      Year       Year
                                       2002      2001       2000

Cash from Operations

Net Loss                            (24,361)  (13,012)   (20,867)

Stock for Services                    2,135
Change in Accounts Payable           (2,003)  (26,159)    20,867
                                    -------   -------    -------
Cash Provided by Operations         (24,229)  (39,171)         0
                                    -------   -------    -------
Cash Used for Investing                   0         0          0
                                    -------   -------    -------
Cash Provided by Financing
Conversion of Debt                   24,229    39,171          0
                                    -------   -------    -------
Cash Provided by Financing           24,229    39,171          0
                                    -------   -------    -------
Net Change in Cash                        0         0          0

Beginning Cash                            0         0          0
                                    -------   -------    -------
Ending Cash                               0         0          0
                                    -------   -------    -------

Supplemental Cash Flow Information

Taxes Paid
Year 2002 $0
Year 2001 $0
Year 2000 $0

Interest Paid
Year 2002 $0
Year 2001 $0
Year 2000 $0


The accompanying notes are an integral part of these statements






                           PAGE-18- F5




                   FUEL CORPORATION OF AMERICA
                  NOTES TO FIANCIAL STATEMENTS

NOTE 1.   GENERAL ORGANIZATION AND BUSINESS
Fuel  Corporation  of  America,  (the  Company),  was  originally
organized  in  the state of Minnesota on December  18,  1957.  On
November  13,  1971 the name was changed to Minnesota  Associated
Proprieties,  Inc. and on July 6, 1982 to the present  name  Fuel
Corporation  of  America. On February  21,  1991,  a  new  Nevada
corporation  was  incorporated, also named  Fuel  Corporation  of
America,   and   was  subsequently  merged  with  the   Minnesota
corporation,  leaving  the Nevada corporation  as  the  surviving
entity.

In  Minnesota the business of the Company had been trees and then
mining, oil and gas and related products. The Company has not had
operations  for  the  last four years. The Company  is  currently
exploring merging with a suitable operational company.

NOTE  2.  SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

The  Company has no assets or debt as of December 31,  2002.  The
relevant accounting policies and procedures are listed below.

Accounting Basis
The basis is generally accepted accounting principles.

Earnings per Share

The basic earnings (loss) per share is calculated by dividing the
Company's  net  income available to common  shareholders  by  the
weighted  average number of common shares during  the  year.  The
diluted  earnings (loss) per share is calculated by dividing  the
Company's  net income (loss) available to common shareholders  by
the  diluted weighted average number of shares outstanding during
the   year.  The  diluted  weighted  average  number  of   shares
outstanding is the basic weighted number of shares adjusted as of
the  first  of  the  year for any potentially  dilutive  debt  or
equity.

The  Company  has not issued any options or warrants  or  similar
securities since inception.

Dividends
The  Company has not yet adopted any policy regarding payment  of
dividends. No dividends have been paid during the periods shown.

Income Taxes
The  provision for income taxes is the total of the current taxes
payable  and the net of the change in the deferred income  taxes.
Provision is made for the deferred income taxes where differences
exist  between  the period in which transactions  affect  current
taxable  income  and  the period in which  they  enter  into  the
determination of net income in the financial statements.




                           PAGE-19- F6





                    Stock Based Compensation

The  Company accounts for its stock based compensation  based  on
provisions   in   SFAS  No.  123,  Accounting   for   Stock-Based
Compensation which utilizes the fair method for the valuation  of
its securities given as compensation.

Advertising

Advertising  is  expensed  when  incurred.  There  has  been   no
advertising during the periods.

Use of Estimates

The  preparation  of  financial  statements  in  conformity  with
accounting principles generally accepted in the United States  of
America  requires  management to make estimates  and  assumptions
that  affect  the reported amounts of assets and liabilities  and
disclosure  of contingent assets and liabilities at the  date  of
the  financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ
from those estimates.
NOTE 3.   GOING CONCERN

The accompanying financial statements have been prepared assuming
that  the  Company  will  continue  as  a  going  concern,  which
contemplates  the  realization of assets and the  liquidation  of
liabilities in the normal course of business. However the Company
has  no  current  source  of  revenue,  nor  operations.  Without
realization of additional capital, it would be unlikely  for  the
Company  to continue as a going concern. It is management's  plan
to seek a suitable merger candidate which would supply the needed
cash flow.

NOTE 4.   STOCKHOLDERS' EQUITY

Preferred Stock
On  April  15,  1991 the Company authorized 1,500,000  shares  of
preferred  stock  with par value of $0.001 per  share.  Currently
there  is  no preferred stock issued or outstanding. The  Company
does  not  anticipate the utilization of this preferred stock  in
the near future.



Common Stock
On  April  15, 1991 the Company changed its capital structure  of
common stock to 50,000,000 shares authorized with a par value  of
$0.001.  This  has been the structure from that  time  until  the
present.

During the year 1997 the Company converted $188, 975 of its  debt
into stock at a value of one share for every dollar of debt.  The
Company  also wrote off an asset that it previously  had  on  its
balance sheet that related to a previous merger that did not come
to completion.





                           PAGE-20- F7





 Also, during 1997 the Company paid its president 312,500 shares
of common stock for previous services rendered.

At  the  end  of 1997 the Board of Directors also authorized  the
president to find a suitable merger candidate. The president  was
authorized  to spend funds to pursue a merger candidate  and  the
Company  authorized reimbursement of these expenses.  During  the
years following the president spent his own funds in pursuit of a
merger candidate and for certain minimal fees and expenses of the
Company. During April 2001 the president was reimbursed for  some
of  these expenditures at $1.00 of expenditure per share.  During
July through September 30, 2001 the President received additional
shares to cover expenses paid on behalf of the corporation.

During  the  first nine months of 2002 the Company issued  24,229
shares of restricted common stock to its president for debt.

During  the  first nine months of 2002 the Company  issued  2,135
shares  of  common stock to cover $2,135 of services rendered  on
behalf of the Company.

NOTE 5    RELATED PARTY TRANSACTIONS

The  Company  neither  owns  nor  leases  any  real  or  personal
property. Most office services are provided without charge by the
president who lives in Nevada. Such costs are immaterial  to  the
financial  statements and accordingly, have  not  been  reflected
therein. Some expenses, as explained above, were reimbursed.  The
officer(s) and director(s) of the Company are involved  in  other
business  activities and may, in the future, become  involved  in
other business opportunities becomes available, such persons  may
face  a conflict in selecting between the Company and their other
business  interests. The Company has not formulated a policy  for
the resolution of such conflicts.

NOTE 6    PROVISION FOR INCOME TAXES

The  Company  provides  for  income  taxes  under  Statement   of
Financial  Accounting  Standards NO. 109, Accounting  for  Income
Taxes.  SFAS  No. 109 requires the use of an asset and  liability
approach in accounting for income taxes. Deferred tax assets  and
liabilities  are  recorded based on the differences  between  the
financial  statement and tax bases of assets and liabilities  and
the  tax  rates in effect when these differences are expected  to
reverse.

SFAS  No. 109 requires the reduction of deferred tax assets by  a
valuation   allowance  if,  based  on  the  weight  of  available
evidence,  it  is more likely than not that some or  all  of  the
deferred  tax  assets  will not be realized.   In  the  Company's
opinion,  it  is uncertain whether they will generate  sufficient
taxable  income in the future to fully utilize the  net  deferred
tax  asset.  Accordingly,  a valuation  allowance  equal  to  the
deferred  tax  asset  has been recorded. The total  deferred  tax
asset  is  $194,194,  which is calculated by  multiplying  a  15%
estimated  tax  rate  by the items making  up  the  deferred  tax
account, the NOL of $1,294,626. The total valuation allowance  is
a comparable $194,194.





                           PAGE-21- F8





The provision for income taxes is comprised of the net changes in
deferred taxes less the valuation account plus the current  taxes
payable as shown in the chart below.

          Net changes in Deferred Tax Benefit less than
           valuation account                                   0

          Current Taxes Payable                                0
                                                             -----
          Net Provision for Income Taxes                       0
                                                             -----

The  federal NOL is due to expire 20 years from the date  of  its
creation. The chart below shows the year of creation, the  amount
of  each estimated year's NOL and the year of expiration  if  not
utilized.

     Year Created        Amount                Year to Expire
     ------------        -------               --------------
     Prior to 1994       880,008               various  years ending
                                               in 2013

     1994                197,389                  2014
     1995                23,007                   2015
     1996                26,957                   2016
     1997                112,844                  2017
     1998                2,043                    2018
     1999                4,923                    2019
     2000                20,082                   2020
     2001                13,012                   2021
     2002                24,361                   2022
                         -------
Total NOL Carryforward   1,294,626
                         --------


NOTE 7    REVENUE AND EXPENSES

The  Company  currently has no operations  and  no  revenue.  All
expenses  shown on these financial statements for the years  2001
and  prior  were initially paid by the president and subsequently
reimbursed  by  the  Company. This reimbursement  was  done  with
shares of common stock in 1997 and again in 2001 and 2002.

NOTE 8    OPERATING LEASES AND OTHER COMMITMENTS:

As  explained  in  the  note pertaining to related  parties,  the
Company  uses  the offices of its president with no  charge.  The
Company also has no assets or lease obligations of any kind.  The
five year projection of these future obligations of any kind. The
five   year  projection  of  these  future  obligations  are   as
followings will be zero in each year.

                            Year 1   Year 2   Year 3   Year 4   Year 5
Operating Leases, etc       0        0        0        0        0





                           PAGE-22- F9





ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

     None--Not Applicable

                            PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     The  following  table  sets forth certain  information  with
respect to each of our executive officers or directors.

NAME            AGE      POSITION                 TERM
-----------------------------------------------------------
Frank Hall      68       President, CEO and        1
                         Director                 year(1)

Footnotes:

  (1)   Directors hold office until the next annual stockholders'
     meeting to be held in 2003 or until a successor or successors are
     elected and appointed.

Directors, Executive Officers and Significant Employees

     Set forth below are summary descriptions containing the name
of  our  directors and officers, all positions and  offices  held
with  us,  the  period during which such officer or director  has
served  as  such, and the business and educational experience  of
each during at least the last five years:

     Frank  Hall  was  a graduate of the University  of  Southern
California  1957.   Hall  majored in finance  in  the  school  of
Business   Administration.   He  has  held  Life  and   insurance
disability license and represents many insurance companies.   Mr.
Hall worked as President and CEO of ProCell Communications, Inc.,
a  Las Vegas based Company.  In 1992, Mr. Hall also was Marketing
Vice President for Equity First Mortgage, a Nevada based Company.
Prior  to  that,  Hall  devoted most of  his  time  between  Fuel
Corporation of America and insurance sales.  Hall is on the Board
of  Directors  of Entretech, LLP and Uniworld, Inc.  both  Nevada
based  Companies,  dedicated to Building  a  Consumer  Comparison
Center in Las Vegas with Municipal and Government Assistance.

Involvement on Certain Material Legal Proceedings During the Last
Five Years

     No director, officer, significant employee or consultant has
been  convicted  in a criminal proceeding, exclusive  of  traffic
violations.

     No  bankruptcy petitions have been filed by or  against  any
business  or  property  of  any  director,  officer,  significant
employee  or  consultant of the Company nor  has  any  bankruptcy
petition been filed against a partnership or business association
where these persons were general partners or executive officers.

     No director, officer, significant employee or consultant has
been  permanently or temporarily enjoined, barred,  suspended  or
otherwise  limited  from involvement in  any  type  of  business,
securities or banking activities.

     No  director,  officer  or  significant  employee  has  been
convicted   of  violating  a  federal  or  state  securities   or
commodities law.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a) of the Securities Exchange Act  of  1934,  as
amended, requires the Company's directors and executive officers,
and  persons  who beneficially own more than 10% of a  registered
class  of  the  Company's equity securities, to file  reports  of
beneficial ownership and changes in beneficial ownership  of  the
Company's  securities with the SEC on Forms 3 (Initial  Statement
of  Beneficial Ownership), 4 (Statement of Changes of  Beneficial
Ownership  of  Securities) and 5 (Annual Statement of  Beneficial
Ownership  of  Securities).  Directors,  executive  officers  and
beneficial owners of more than 10% of the Company's Common  Stock
are  required  by  SEC regulations to furnish  the  Company  with
copies  of  all  Section 16(a) forms that they file.   Except  as
otherwise set forth herein, based solely on review of the  copies
of   such   forms   furnished   to  the   Company,   or   written
representations  that  no  reports  were  required,  the  Company
believes  that  for  the  fiscal year  ended  December  31,  2002
beneficial  owners  did  not  comply with  Section  16(a)  filing
requirements  applicable to them to the  extent  they  filed  all
forms required under Section 16(a) and had no trading activity in
2002.




                            PAGE-23-





ITEM 10.  EXECUTIVE COMPENSATION

Remuneration of Directors, Executive Officers and Significant
Employees

     Presently,  none  of  the Company's  current  officer(s)  or
director(s)   receive  any  compensation  for  their   respective
services  rendered unto the Company, nor have they received  such
compensation in the past 12 years.  They all have agreed  to  act
without  compensation until authorized by the Board of Directors,
which  is  not expected to occur until the Company has  generated
revenues  from  operations  after consummation  of  a  merger  or
acquisition.  The Company currently has no funds available to pay
the  officer(s) or director(s).  Further, none of the  officer(s)
or  director(s)  are accruing any compensation  pursuant  to  any
agreement with the Company.

     It   is   possible  that,  after  the  Company  successfully
consummates a merger or acquisition with an unaffiliated  entity,
that entity may desire  to  employ  or retain one or a number  of
members   of   the  Company's  management  for  the  purposes  of
providing   services  to  the   surviving  entity,  or  otherwise
provide other compensation  to such persons. However, the Company
has   adopted  a  policy   whereby  the   offer   of  any   post-
transaction remuneration to members  of management will not be  a
consideration   in  the  Company's   decision  to  undertake  any
proposed  transaction.  Each member of management  has agreed  to
disclose  to  the  Company's Board of Directors  any  discussions
concerning  possible compensation to be  paid  to  them  by   any
entity  that  proposes   to  undertake a  transaction   with  the
Company   and   further,  to  abstain  from   voting   on    such
transaction.  Therefore, as a practical matter,  if  each  member
of  the  Company's Board of Directors is offered compensation  in
any   form    from  any   prospective  merger   or    acquisition
candidate,   the  proposed transaction will not be  approved   by
the  Company's  Board of Directors as a result of  the  inability
of  the  Board  to affirmatively approve such a transaction.

     It  is possible that persons associated with management  may
refer  a  prospective  merger  or acquisition  candidate  to  the
Company.   In the event  the  Company  consummates a  transaction
with   any   entity referred by associates of management,  it  is
possible  that such  an associate will be compensated  for  their
referral in the form of  a finder's  fee.  It is anticipated that
this  fee will be either  in the  form of restricted common stock
issued  by  the  Company as part of  the terms  of  the  proposed
transaction,  or  will be in the  form of   cash   consideration.
However,  if  such compensation is  in  the form  of  cash,  such
payment   will  be  tendered  by  the  acquisition    or   merger
candidate,   because   the   Company   has   insufficient    cash
available.   The amount of such finder's fee cannot be determined
as  of  the date of this registration statement, but is  expected
to  be  comparable  to   consideration normally  paid   in   like
transactions.   No  member  of management  of  the  Company  will
receive  any  finders  fee, either directly or indirectly,  as  a
result   of  their respective efforts to implement the  Company's
business  plan outlined  herein.  No retirement, pension,  profit
sharing,   stock option  or insurance programs or  other  similar
programs have  been adopted by the Company for the benefit of its
employees.

Employment Contracts and Officers' Compensation

     Since the Company's incorporation, the Company has not  paid
any  compensation  to its officers.  The Company  does  not  have
employment  agreements  with any of it  sofficers,  directors  of
employees.   Any  future  compensation  to  be  paid   to   these
individuals  will  be  determined  by  the  Company's  Board   of
Directors,  and  employment agreements  will  be  executed.   The
Company does not currently have plans to pay any compensation  to
its  officers or directors until such time as the Company is cash
flow positive.

Stock Option Plan And Other Long-term Incentive Plan

     The Company currently does not have existing or proposed
option/SAR grants.

ITEM 11.  SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY
HOLDERS




                            PAGE-24-





Security Ownership of Management and Certain Beneficial Owners

     The  following  table  sets forth as of  December  31,  2002
certain  information regarding the beneficial  ownership  of  the
Company's common stock by:

     1.   Each person who is known us to be the beneficial owner of
          more than 5% of the common stock,

     2.   Each of the Company's directors and executive officers and

     3.   All of the Company's directors and executive officers as a
          group.

     Except  as  otherwise  indicated, the  persons  or  entities
listed  below have sole voting and investment power with  respect
to  all shares of common stock beneficially owned by them, except
to  the extent such power may be shared with a spouse.  No change
in control is currently being contemplated.

                  Name and Address               Amount and Nature      %  of
Title of Class    of Beneficial Owner            of Beneficial Owner    Class
------------------------------------------------------------------------------

Common Stock     Frank Hall, President and           2,805,889         70.26%
                 Director(1)

                 Officers and Directors as a Group   2,805,889         70.26%

Footnotes:

  (1)   The address of officers and directors in the table is c/o
     Fuel Corporation of America, 7341 West Charleston Blvd., Suite
     130, Las Vegas, Nevada 89117.

Change in Control

     No arrangements exist that may result in a change of control
of FCA.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During  the year 1997 the Company converted $188,975 of  its
debt into stock at a value of one share for every dollar of debt.
The Company also  wrote off an asset that it previously  had   on
its  balance sheet that related to a previous merger that did not
come to completion.

     Also,  during  1997  the Company paid its president  312,500
shares of common stock for previous services rendered.

     At    the   end   of   1997  the  Board  of  Directors  also
authorized   the president  to find a suitable merger  candidate.
The president  was authorized  to  spend funds to pursue a merger
candidate  and  the Company  authorized  reimbursement  of  these
expenses.   During  the years following the president  spent  his
own  funds  in  pursuit of  a merger candidate  and  for  certain
minimal fees and expenses of  the Company.  During April 2001 the
president  was  reimbursed for  some of   these  expenditures  at
$1.00  of  expenditure per share.  During July  through September
30,  2001  the  President  received additional  shares  to  cover
expenses paid on behalf of the corporation.

     During   the  first nine months of 2002 the Company   issued
24,229  shares  of restricted common stock to its  president  for
debt.

     During   the  first  nine months of 2002 the Company  issued
2,135  shares   of   common  stock to cover  $2,135  of  services
rendered  on behalf of the Company.

     The  Company  neither owns nor leases any real  or  personal
property.   Most  office services are provided without charge  by
the president who  lives  in Nevada. Such costs are immaterial to
the    financial  statements  and  accordingly,  have  not   been
reflected  therein.   Some  expenses, as  explained  above,  were
reimbursed.  The officer(s)  and director(s) of the  Company  are
involved in other business activities  and  may,  in  the future,
become  involved  in  other business opportunities. If a specific
business opportunity becomes available,  such persons may face  a
conflict  in  selecting  between the  Company   and  their  other
business interests. The Company  has not formulated a policy  for
the resolution of such conflicts.




                            PAGE-25-





ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibit   Name and/or Identification of Exhibit
Number

  3      Articles of Incorporation & By-Laws
            a.  Articles of Incorporation of the Company
            b.  By-Laws of the Company

  23     Consent of Shelley International CPA

  99     Certification under Section 906 of the Sarbanes-Oxley Act
         (18 U.S.C. Section 1350)

ITEM 14.  CONTROLS AND PROCEDURES

     Within  90 days prior to the date of filing of this  report,
the  Company carried out an evaluation, under the supervision and
with the participation of the Company's management, including the
Chief   Executive  Officer  and  the  Company's  Chief  Financial
Officer,  of the design and operation of the Company's disclosure
controls and procedures.  Based on this evaluation, the Company's
Chief   Executive  Officer  and  Chief  Financial  Officer   have
concluded  that the Company's disclosure controls and  procedures
are  effective  for the gathering, analyzing and  disclosing  the
information  we are required to disclose in the reports  we  file
under  the  Securities  Exchange Act of  1934,  within  the  time
periods specified in the SEC's rules and forms.  There have  been
no  significant changes in the Company's internal controls or  in
other  factors that could significantly affect internal  controls
subsequent to the date of this evaluation.

















                            PAGE-26-





                           SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Company has duly caused this report  to
be  signed  on  its  behalf  by the undersigned,  thereunto  duly
authorized.

                   FUEL CORPORATION OF AMERICA

     Signature                  Title                      Date
     ---------                  -----                      ----


   /s/ Frank Hall       Chief Executive Officer    August 14, 2003
   --------------
     Frank Hall


                         CERTIFICATIONS

     I, Frank Hall, certify that:

  1.I have reviewed this annual report on Form 10-KSB of Fuel
     Corporation of America;

  2.Based on my knowledge, this annual report does not contain
     any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in
     light of the circumstances under which such statements were
     made, not misleading with respect to the period covered by
     this annual report;

  3.Based on my knowledge, the financial statements, and other
     financial information included in this annual report, fairly
     present in all material respects the financial condition,
     results of operations and cash flows of the registrant as
     of, and for, the periods presented in this annual report;

  4.The registrant's other certifying officers and I are
     responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules
     13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure
       that material information relating to the registrant, including
       its consolidated subsidiaries, is made known to us by others
       within those entities, particularly during the period in which
       this annual report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure
       controls and procedures as of a date within 90 days prior to the
       filing date of this annual report (the "Evaluation Date"); and
       presented in this annual report our conclusions about the
       effectiveness of the disclosure controls and procedures
       based on our evaluation as of the Evaluation Date;

  5. The registrant's other certifying officers and I have
     disclosed, based on our most recent evaluation, to the
     registrant's auditors and the audit committee of
     registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of
       internal controls which could adversely affect the registrant's
       ability to record, process, summarize and report financial data
       and have identified for the registrant's auditors any material
       weaknesses in internal controls; and

     b)   any fraud, whether or not material, that involves management
       or other employees who have a significant role in the
       registrant's internal controls; and

  6. The registrant's other certifying officers and I have
     indicated in this annual report whether there were
     significant changes in internal controls or in other factors
     that could significantly affect internal controls subsequent
     to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies
     and material weaknesses.

Date:  August 14, 2003
/s/ Frank Hall
--------------
     President





                            PAGE-27-