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

                            FORM 10-KSB

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended 2001

  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934

For the transition period from _______________________ to _____________

  Commission file number  0-9283

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

           Nevada                            88-0299716
        ------------                       ---------------
  (State or jurisdiction of               (I.R.S. Employer
      incorporation or                   Identification No.)
        organization)

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

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

Securities registered under Section 12(b) of the Exchange Act:

     Title of each class              Name of each exchange on
                                          which registered



Securities registered under Section 12(g) of the Exchange Act:

Common stock, $.001 par value, 50,000,000 shares authorized

*     3,993,593 shares issued and outstanding as of September 30, 2002
*     3,967,229  shares  issued and outstanding  as  of  December 31,2001

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  [ ] No

Check  if 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.

State issuer's revenues for its most recent fiscal year: $0 for
the year ended December 31, 2001.

State  the  aggregate  market value of the voting  and  non-voting
common equity held by non-affiliates computed by reference to  the
price at which the common equity was sold: $3,967.23 (assuming par
value).




PAGE-1-





                         TABLE OF CONTENTS

                                                                  PAGE

PART I                                                              3

 Item 1. Description of 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                                                             8

 Item 5. Market for Common Equity and Related Stockholder
 Matters.                                                           8
 Item 6. Management's Discussion and Analysis or Plan of
 Operation.                                                         9
 Item 7. Financial Statements.                                     10

PART III                                                           67

 Item 9. Director(s), Executive Officer(s), Promoters and Control
 Persons                                                           67
 Item 10. Executive Compensation.                                  68
 Item 11. Security Ownership of Certain Beneficial Owners and
 Management.                                                       68
 Item 12. Certain Relationships and Related Transactions.          69
 Item 13. Exhibits and Reports on Form 8-K.                        69

SIGNATURES                                                         71








PAGE-2-




                              PART I

Item 1. Description of Business.

A.   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 September  30,
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.

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.




PAGE-3-




B.   Business of Issuer

(1)  Principal Products and Services 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 closing 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.




PAGE-5-




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  some  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.

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.




PAGE-6-




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.

(2)  Employees

The  Company  plans  to rely exclusively on the  services  of  its
officer  and  director,  Mr. Frank Hall  and  does  not  have  any
employees.

Item 2. 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.

Item 3. Legal Proceedings.

The  Company  is  not a party to any pending or  threatened  legal
proceeding.

Item 4. Submission of Matters to a Vote of Security Holders.

During  the fourth quarter of the fiscal year 2001, no matter  was
submitted  by  this  report or otherwise to  a  vote  of  security
holders, through the solicitation of proxies or otherwise.





PAGE-7-




                              PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

Market Information

As  of  September  30,  2002, there is no  public  market  in  the
Company's  Common Stock. However, non-affiliates  of  the  Company
hold Common Stock, which if deemed registered under the Securities
Act  of  1933 could be sold in a public market, if and  when  such
public market develops. 2,805,889 shares of Common Stock issued to
Mr.  Frank  Hall  are restricted securities for  purposes  of  the
Securities Act of 1933.

As  of  September  30, 2002, there are no outstanding  options  or
warrants  to  purchase,  or  other instruments  convertible  into,
common equity of the Company;

Holders

As  of September 30, 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  its
common  stock.  For the foreseeable future, the Company  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 financial  condition  and  results  of
operations,   capital   requirements,  contractual   restrictions,
business  prospects, and other factors associated with any  merger
candidate where a merger is consummated.

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.

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




PAGE-8-




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.

This  section  must  be  read  in  conjunction  with  the  Audited
Financial Statements included in this report.

A.   Management's Discussion

The  following discussion should be read in conjunction  with  the
information  contained in the financial statements of the  Company
and the Notes thereto appearing elsewhere herein.

Results of Operations


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
Properties,  Inc.  and  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 has been trees and  then
mining, oil and gas and related products. The Company has not  had
operations for the last four years. The Company has currently  not
had  active  operations  since  1997.  The  Company  is  currently
exploring merging with a suitable operational company.

In  the  year 2001, management, in an effort to salvage value  for
the  sake  of  their  shareholders and  therefore  optimize  their
interests, decided to structure the Company as a potential  merger
candidate  or  "blank check" company.  It hereby  files  its  most
recent annual audited financial statements of the Company so as to
resume reporting status.

The  Company  believes that while there is some doubt  as  to  the
Company's  continuance as a going concern its success is dependent
upon  its   ability  to  meet its financing requirements  and  the
success  of  its future operations or completion of  a  successful
business combination. Management believes that actions planned and
presently  being  taken  to  revise the  Company's  operating  and
financial  requirements provide the opportunity to the Company  to
continue as a going concern.

Since 1990, the Company has ceased all substantive operations.

Liquidity and Capital Resources.

As of May 31, 2000, the Company had net operating losses available
for  carry forward of $1,257,253, expiring in years through  2015.
Future  utilization of this carry over may  be  limited  due  to
changes  in control of the Company. As of December 31,  2001,  the
Company  has  total deferred tax assets of approximately  $188,588
due  to  operating loss carry forwards.  However, because  of  the
uncertainty of the potential realization of these tax assets,  the
Company  has  provided  a  valuation  allowance  for  the   entire
$188,588.  Thus, no tax assets have been recorded in the financial
statement as of May 31, 2000.

The  Company has no operating history as a blank check company and
no  material  assets.   The  Company  has  no  in  cash  and  cash
equivalents as of December 31, 2001.




PAGE-9-




Item 7. Financial Statements.

The  following financial statements are included as part  of  this
report:


1.   Balance Sheet as of September 30, 2002.

2.   Statement of Operations for the quarter ending September 30, 2002.

3.   Statement of Changes in Stockholders' Equity for the quarter
  ending September 30, 2002.

4.   Statement of Cash Flows for the for the quarter ending
  September 30, 2002.

5.   Footnotes

6.   Balance Sheet as of June 30, 2002.

7.   Statement of Operations for the quarter ending June 30, 2002.

8.   Statement of Changes in Stockholders' Equity for the quarter
  ending June 30, 2002.

9.   Statement of Cash Flows for the for the quarter ending June 30, 2002.

10.  Footnotes

11.  Balance Sheet as of March 31, 2002.

12.  Statement of Operations for the quarter ending March 31, 2002.

13.  Statement of Changes in Stockholders' Equity for the quarter
  ending March 31, 2002.

14.  Statement of Cash Flows for the for the quarter ending March 31, 2002.

15.  Footnotes

16.  Independent Auditor's Report(s)

17.  Balance Sheet(s) as of December 31, 2001, December 31, 2000,
  December 31, 1999

18.  Statement(s) of Operations for the years 2001, 2000, 1999.

19.  Statement(s) of Changes in Stockholders' Equity for the years 2001,
  2000, 1999.

20.  Statement(s) of Cash Flows for the years 2001 through December 31, 2001.

21.  Footnotes





PAGE-10-




            FUEL CORPORATION OF AMERICA

                   Balance Sheet
                     unaudited

    As of September 30, 2002, December 31, 2001

                       ASSETS


                            September      December
                               30,           31,
                              2002           2001

CURRENT
ASSETS
                     Cash         329              0
                          -------------   ------------
            Total Current         329              0
                   Assets -------------   ------------

OTHER                               0              0
ASSETS                    -------------   ------------

              Total Other           0              0
                   Assets -------------   ------------

TOTAL                             329              0
ASSETS                    =============   ============

















The accompanying notes are an integral part of these
statements




PAGE-11-




             FUEL CORPORATION OF AMERICA

                    Balance Sheet
                      unaudited

     as of September 30, 2002, December 31, 2001

        LIABILITIES AND STOCKHOLDERS' EQUITY

                               September        December
                                  30,              31,
                                 2002             2001

LIABILITIES
            Accounts Payable             -         2,003
                Note Payable             -
                               -------------   ------------
               Total Current             -         2,003
                 Liabilities   -------------   ------------

STOCKHOLDERS'
      EQUITY

           Common Stock,
           authorized
           50,000,000
           shares, issued
           and
           outstanding
           3,993,593 shares
           September 30,
           2002, 3,967,229
           shares for
           December 31,
           2001,
           par value $0.001          3,994         3,967

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

                   Retained
            Earnings (Loss)    (1,295,411)    (1,271,379)
                              -------------   ------------

                      Total            329       (2,003)
              Stockholders'   -------------   ------------
                     Equity

      TOTAL
LIABILITIES
        AND
               STOCKHOLDERS           329             0
                     EQUITY   =============   ============




The accompanying notes are an integral part of these
statements




PAGE-12-




                    FUEL CORPORATION OF AMERICA
                      Statement of Operations
      For the 3 months and 9 months ended 9/30/02 and 9/30/01

                      3 months   3 months   9 months    9 months
                        ended      ended      ended       ended
                       9/30/02    9/30/01    9/30/02     9/30/01
Revenue

Sales                         0          0          0          0
                     ----------  ---------  ---------  ---------
Total                         0          0          0          0
Revenue              ----------  ---------  ---------  ---------


OPERATING EXPENSES

Legal & Accounting
                      500                0  2,100       1,950
Consulting                               0     -          500
General and
Administrative        9,153      8,559      21,932      10,562
                     ----------  ---------  ---------  ---------
Total Operating
Expenses              9,653      8,559      24,032      13,012
                     ----------  ---------  ---------  ---------
Operating Income
(Loss)                (9,653)    (8,559)    (24,032)    (13,012)

Provision for Income          0          0          0          0
Taxes                ----------  ---------  ---------  ---------

Net Income (Loss)
                      (9,653)    (8,559)    (24,032)    (13,012)
                     ==========  =========  =========  =========

Primary and Diluted
Earnings (Loss) per       a          a          a        (0.01)
Share                ----------  ---------  ---------  ---------

Weighted Average
Number of
Common Shares
Outstanding           3,982,603  2,842,123  3,974,532  2,347,671
                     ----------  ---------  ---------  ---------


a: less than $0.01
vvv




PAGE-13-




                    FUEL CORPORATION OF AMERICA

                 Statement of Stockholders' Equity
           From December 31, 1998 to September 30, 2002


                        Common Stock      Paid in   Accumulated   Total
                       Shares    Amount   Capital   Deficit      Stockholders'
                                                                  Equity
                     ---------------------------------------------------------

Balance,
December 31,1998      1,682,105   1,682  1,228,523  (1,232,326)     (2,121)


Retained Earnings                                       (5,174)     (5,174)
        (Deficit)    ---------------------------------------------------------

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


Retained Earnings
        (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 Earnings
        (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
          to Stock

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

Retained Earnings
        (Deficit)                                      (24,032)    (24,032)
                     ---------------------------------------------------------
Balance,
September 30, 2002    3,993,593   3,994  1,291,746  (1,295,411)        329
                     =========================================================




The accompanying notes are an integral part of these statements




PAGE-14-




                    FUEL CORPORATION OF AMERICA

                      Statement of Cash Flow
           for the 9 months ended 9/30/2002 and 9/30/01

                     9 months        9 months
                       ended          ended
                     9/30/2002       9/30/2001
                    -------------  -------------
     Cash from
    Operations

      Net Loss           (24,032)     (11,009)

     Stock for             2,135
      Services
     Change in
      Accounts            (2,003)     (28,162)
       Payable      -------------  -------------

 Cash Provided
 by Operations           (23,900)     (39,171)
                    -------------  -------------
  Cash Used in                 0            0
   Investments      -------------  -------------

     Cash from
     Financing

 Conversion of            24,229       39,171
          Debt      -------------  -------------

    Total Cash            24,229       39,171
   Provided by      -------------  -------------
     Financing

 Net Change in               329            0
          Cash

Beginning Cash                 0            0
                    -------------  -------------
   Ending Cash               329            0
                    =============  =============

Supplemental
Cash Flow
Information
Taxes Paid
9 months in 2002 $0
9 months in 2001 $0



Interest Paid
9 months in 2002 $0
9 months in 2001 $0


The accompanying notes are an integral part of these statements




PAGE-15-




                    FUEL CORPORATION OF AMERICA
                   NOTES TO FINANCIAL 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
Properties,  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 last four years. The Company is currently exploring
merging with a suitable operational company.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company has no assets except cash as of September 30, 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.
Stock Based Compensation




PAGE-16-




The Company accounts for its stock based compensation based upon
provisions   in   SFAS   No.  123,  Accounting   for   Stock-Based
Compensation.  In  this  statement  stock  based  compensation  is
divided  into  two general categories, based upon  who  the  stock
receiver  is,  namely, non-employees and employees/directors.  The
employees/directors  category is further divided  based  upon  the
particular  stock  issuance  plan, namely  compensatory  and  non-
compensatory. Each of these categories treats the valuation of the
stock  issuance  for  accounting purposes in  a  specific  manner.
Compensation to non employees is recorded at the fair value of the
security.  Compensation to non-compensatory employees is  recorded
at  the  payment price. The Company may select between two methods
for   recording  the  value  of  the  securities  to  compensatory
employees, fair value or intrinsic value.

The  Company has selected to utilize the fair value method for the
valuation of it 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  theliquidation  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 a 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.




PAGE-17-




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.

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. 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.

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 $190,540, which
is calculated by multiplying a 15% estimated tax rate by the items
making  up  the  deferred tax account, the NOL of $1,270,265.  The
total valuation allowance is a comparable $190,540.




PAGE-18-




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

          Net change in Deferred Tax Benefit less the
          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 2013

          1994              187,389                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
                            ----------
Total NOL Carryforward     1,270,265
                         -------------

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 6.   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 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-19-




NOTE 8.   THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below  is  a listing of the most recent accounting standards  SFAS
141-144 and their effect on the Company.

SFAS 141  Business Combinations

This  Statement addresses financial accounting and  reporting  for
business  combinations and supersedes APB  16  and  SFAS  38.  All
business  combinations in the scope of this Statement  are  to  be
accounted for using one method, the purchase method. The effective
date for this Statement is June 30, 2001 and thereafter.

SFAS 142  Goodwill and Other Intangibles Assets

This  Statement addresses financial accounting and  reporting  for
acquired  goodwill and other intangible assets and supersedes  APB
17.   It   addresses  how  intangible  assets  that  are  acquired
individually or with a group (but not those acquired in a business
combination) should be accounted for in financial statements  upon
their acquisition. This Statement also addresses how goodwill  and
other  intangible assets should be accounted for after  they  have
been  initially  recognized  in  the  financial  statements.   The
effective date for this Statement is December 15, 2001.

SFAS 143  Accounting for Asset Retirement Obligations

This  Statement addresses financial accounting and  reporting  for
obligations associated with the retirement of tangible  long-lived
assets  and the associated asset retirement costs. This  Statement
applies   to   all  entities.  It  applies  to  legal  obligations
associated  with the retirement of long-lived assets  that  result
from  the  acquisition,  construction, development  and  (or)  the
normal  operation  of  a  long-lived  asset,  except  for  certain
obligations  of  leases.  This  Statement  amends  SFAS  19.   The
effective date for this Statement is June 15, 2002.

SFAS  144  Accounting for the Impairment or Disposal of Long-Lived
Assets

This  Statement addresses financial accounting and  reporting  for
the  impairment  or disposal of long-lived assets. This  statement
supersedes  SFAS 121, the accounting and reporting  provisions  of
APB 30 and amends ARB 51. The effective date of this Statement  is
December 15, 2001.

The  adoption of these new Statements is not expected  to  have  a
material  effect  on  the  Company's current  financial  position,
results or operations, or cash flows. These standards will have an
impact if the Company merges with an operating entity.

SFAS  145   Extra-ordinary  item  classification,  sale-lease-back
classification

This statement rescinds SFAS 4, 44 and 64 and reinstates APB 30 as
the  standard  for the classification of gains and losses  of  the
extinguishment of debt as extra-ordinary items. This standard also
amends  SFAS 13 in that it requires that capital leases  that  are
modified so that the resulting lease agreement is classified as an
operating   lease  be  accounted  for  under  the  sale-lease-back
provisions of SFAS 98. The effective date of this statement is May
15, 2002.




PAGE-20-




                    FUEL CORPORATION OF AMERICA

                           Balance Sheet
                             unaudited

              As of June 30, 2002, December 31, 2001

                              ASSETS

                            June 30,           December 31,
                                2002                2001

      CURRENT ASSETS
                Cash              9,982              0
                       ------------------------------------
Total Current Assets              9,982              0
                       ------------------------------------
        OTHER ASSETS                  0              0
                       ------------------------------------
  Total Other Assets                  0              0
                       ------------------------------------
        TOTAL ASSETS              9,982              0
                       ====================================














The accompanying notes are an integral part of these statements




PAGE-21-




                    FUEL CORPORATION OF AMERICA

                           Balance Sheet
                             unaudited

              as of June 30, 2002, December 31, 2001

               LIABILITIES AND STOCKHOLDERS' EQUITY

                                June 30,      December 31,
                                  2002          2001

LIABILITIES
         Accounts Payable         7,598        2,003
             Note Payable        10,000
                           ---------------------------------
            Total Current        17,598        2,003
              Liabilities  ---------------------------------

STOCKHOLDERS'
EQUITY

      Common Stock,
      authorized
      50,000,000 shares,
      issued and
      outstanding
      3,975,995 shares
      June 30, 2002,
      3,967,229
      shares for December
      31, 2001,
      par value $0.001            3,976        3,967

       Additional Paid In     1,274,166    1,265,409
                  Capital

        Retained Earnings   (1,285,758)   (1,271,379)
                   (Loss)  ---------------------------------

      Total Stockholders'       (7,616)      (2,003)
                   Equity  ---------------------------------

TOTAL LIABILITIES
AND
STOCKHOLDERS EQUITY
                                  9,982            0
                           =================================


The accompanying notes are an integral part of
these statements




PAGE-22-




                    FUEL CORPORATION OF AMERICA
                      Statement of Operations
                             unaudited
             for the 6 months ended June 30, 2002 and
                               2001

                     3 months    3 months    6 months     6 months
                      ended        ended       ended       ended
                     6/30/2002   6/30/2001   6/30/2002   6/30/2001
                    ----------  ----------  ----------  -------------
          Revenue
            Sales           0            0          0             0
                    ----------  ----------  ----------  -------------
    Total Revenue           0            0          0             0
                    ----------  ----------  ----------  -------------
        OPERATING
         EXPENSES
          Legal &         600          975      1,600         1,950
       Accounting
       Consulting                      250          -           500
      General and       7,616                  12,779             -
   Administrative   ----------  ----------  ----------  -------------

  Total Operating       8,216        1,225     14,379         2,450
         Expenses   ----------  ----------  ----------  -------------

 Operating Income      (8,216)      (1,225)   (14,379)       (2,450)
           (Loss)

    Provision for           0            0          0             0
     Income Taxes   ----------  ----------  ----------  -------------

Net Income (Loss)      (8,216)      (1,225)   (14,379)       (2,450)
                    ==========  ==========  ==========  =============
          Primary
  Earnings (Loss)           a            a          a             a
        per Share   ----------  ----------  ----------  -------------

 Weighted Average
        Number of
    Common Shares   3,892,603    1,690,928  3,971,612     1,682,295
      Outstanding   ----------  ----------  ----------  -------------

          Diluted
  Earnings (Loss)           a            a          a             a
        per Share   ----------  ----------  ----------  -------------

 Weighted Average
        Number of
    Common Shares   3,892,603    1,690,928  3,981,612     1,682,295
      Outstanding   ----------  ----------  ----------  -------------

     a: less than
            $0.01


The accompanying notes are an integral part of these statements




PAGE-23-




                    FUEL CORPORATION OF AMERICA

                 Statement of Stockholders' Equity
              From December 31, 1998 to June 30, 2002

                        Common Stock      Paid in   Accumulated   Total
                       Shares    Amount   Capital   Deficit      Stockholders'
                                                                  Equity
                     ---------------------------------------------------------


Balance,
December 31, 1998    1,682,105   1,682   1,228,523  (1,232,326)    (2,121)


Retained Earnings                                       (5,174)    (5,174)
        (Deficit)    ---------------------------------------------------------

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


Retained Earnings
        (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 Earnings
        (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        8166       8        8158                   8166
          of Stock

Stock for Services         600       1         599                    600

Retained Earnings
        (Deficit)                                      (14,379)   (14,379)

Balance,             ---------------------------------------------------------
June 30, 2002        3,975,995   3,976   1,274,166  (1,285,758)    (7,616)
                     =========================================================






The accompanying notes are an integral part of these statements




PAGE-24-




                    FUEL CORPORATION OF AMERICA

                      Statement of Cash Flow
           for the 6 months ended 6/30/2002 and 6/30/01

                                        6 months      6 mths
                                          ended       ended
                                        6/30/2002   6/30/2001
                                       -----------  ------------
       Cash from Operations

                   Net Loss              (14,379)       (2,450)

         Stock for Services                   600
 Change in Accounts Payable                 5,595      (28,162)
                                       -----------  ------------
Cash Provided by Operations               (8,184)      (30,612)
                                       -----------  ------------
   Cash Used in Investments                     0             0
                                       -----------  ------------
        Cash from Financing
               Note Payable                10,000
     Conversion of Debt and                 8,166        30,612
                   Services            -----------  ------------

     Total Cash Provided by                18,166        30,612
                  Financing            -----------  ------------

         Net Change in Cash                 9,982             0

             Beginning Cash                     0             0
                                       -----------  ------------
                Ending Cash                 9,982             0
                                       ===========  ============

                 Taxes Paid
                            Year 2002 $0
                            Year 2001 $0

              Interest Paid
                            Year 2002 $0
                            Year 2001 $0




The accompanying notes are an integral part of these statements




PAGE-25-




                    FUEL CORPORATION OF AMERICA
                   NOTES TO FINANCIAL 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
Properties,  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 last four years. The Company is currently exploring
merging with a suitable operational company.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company has no assets as of June 30, 2002 except cash. 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.

In  June  2002  the Company issued a $10,000 note payable  to  its
president. This note is convertible to restricted common stock  at
the discretion of the holder.

     Average Shares                   3,971,612
     Conversion of Note Payable          10,000
     Diluted Shares                   3,981,612

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




PAGE-26




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.

Stock Based Compensation

The  Company accounts for its stock based compensation based  upon
provisions   in   SFAS   No.  123,  Accounting   for   Stock-Based
Compensation.  In  this  statement  stock  based  compensation  is
divided  into  two general categories, based upon  who  the  stock
receiver  is,  namely,  and  1.  non-employees.  2.  employees  or
directors  The  employees/directors category  is  further  divided
based upon the particular stock issuance plan, namely compensatory
and   non-compensatory.  Each  of  these  categories  treats   the
valuation  of  the  stock issuance for accounting  purposes  in  a
specific manner.

1. Non employees              the security is recorded at its fair
value

2. Employees or directors
                              Non-compensatory      No    security
                              value  is booked until the stock  is
                              actually paid for
                              Compensatory        The Company  may
                              select    between    two    methods,
                              compensation   is   calculated   and
                              recorded  at  the  securities'  fair
                              value, or intrinsic value

The  Company has selected to utilize the fair value method for the
valuation of it securities given as compensation.

Advertising

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

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.




PAGE-27-




NOTE 4. STOCKHOLDERS' EQUITY

Preferred Stock
On  April  15,  1991  the Company authorized 1,500,000  shares  of
preferred  stock  with a 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.

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  six  months of 2002 the Company  issued  8,166
shares  of  restricted common stock to its president for  expenses
that he had paid previously.

During  the  first six months of 2002 the Company  issued  to  its
accountant  600 shares of common stock to cover $600  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.  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-28-




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 $190,540, which
is calculated by multiplying a 15% estimated tax rate by the items
making  up  the  deferred tax account, the NOL of $1,270,265.  The
total valuation allowance is a comparable $190,540.

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

          Net change in Deferred Tax Benefit less the
          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 2013

          1994                  187,389           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
                              -----------
    Total NOL Carryforward    1,270,265
                              ===========




PAGE-29-




NOTE 7. REVENUE AND EXPENSES

The  Company  currently  has no operations  and  no  revenue.  All
expenses  shown on these financial statements 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 6.   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 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


NOTE 8.   THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below  is  a listing of the most recent accounting standards  SFAS
141-144 and their effect on the Company.

SFAS 141  Business Combinations

This  Statement addresses financial accounting and  reporting  for
business  combinations and supersedes APB  16  and  SFAS  38.  All
business  combinations in the scope of this Statement  are  to  be
accounted for using one method, the purchase method. The effective
date for this Statement is June 30, 2001 and thereafter.

SFAS 142  Goodwill and Other Intangibles Assets

This  Statement addresses financial accounting and  reporting  for
acquired  goodwill and other intangible assets and supersedes  APB
17.   It   addresses  how  intangible  assets  that  are  acquired
individually or with a group (but not those acquired in a business
combination) should be accounted for in financial statements  upon
their acquisition. This Statement also addresses how goodwill  and
other  intangible assets should be accounted for after  they  have
been  initially  recognized  in  the  financial  statements.   The
effective date for this Statement is December 15, 2001.

SFAS 143  Accounting for Asset Retirement Obligations

This  Statement addresses financial accounting and  reporting  for
obligations associated with the retirement of tangible  long-lived
assets  and the associated asset retirement costs. This  Statement
applies   to   all  entities.  It  applies  to  legal  obligations
associated  with the retirement of long-lived assets  that  result
from  the  acquisition,  construction, development  and  (or)  the
normal  operation  of  a  long-lived  asset,  except  for  certain
obligations  of  leases.  This  Statement  amends  SFAS  19.   The
effective date for this Statement is June 15, 2002.

SFAS  144  Accounting for the Impairment or Disposal of Long-Lived
Assets

This  Statement addresses financial accounting and  reporting  for
the  impairment  or disposal of long-lived assets. This  statement
supersedes  SFAS 121, the accounting and reporting  provisions  of
APB 30 and amends ARB 51. The effective date of this Statement  is
December 15, 2001.




PAGE-30-




The  adoption of these new Statements is not expected  to  have  a
material  effect  on  the  Company's current  financial  position,
results or operations, or cash flows. These standards will have an
impact if the Company merges with an operating entity.

SFAS  145   Extra-ordinary  item  classification,  sale-lease-back
classification

This statement rescinds SFAS 4, 44 and 64 and reinstates APB 30 as
the  standard  for the classification of gains and losses  of  the
extinguishment of debt as extra-ordinary items. This standard also
amends  SFAS 13 in that it requires that capital leases  that  are
modified so that the resulting lease agreement is classified as an
operating   lease  be  accounted  for  under  the  sale-lease-back
provisions of SFAS 98. The effective date of this statement is May
15, 2002.

NOTE 9.   NOTE PAYABLE

In  June  2002  the  president of the Company loaned  the  Company
$10,000.  This  loan  was made on a demand  note  with  no  stated
interest.  This  note  is  convertible  to  common  stock  at  the
discretion of the holder for 10,000 shares at $1.00 per share.















PAGE-31-




                    FUEL CORPORATION OF AMERICA

                           Balance Sheet
                             unaudited

              As of March 31, 2002, December 31, 2001

                              ASSETS

                                     March 31,       December
                                                      31,
                                       2002            2001

      CURRENT ASSETS
                Cash                          0               0
                                  ----------------   ---------------
Total Current Assets                          0               0
                                  ----------------   ---------------
        OTHER ASSETS                          0               0
                                  ----------------   ---------------
  Total Other Assets                          0               0
                                  ----------------   ---------------
        TOTAL ASSETS                          0               0
                                  ================   ===============


















The accompanying notes are an integral part of these statements




PAGE-32-




                    FUEL CORPORATION OF AMERICA

                           Balance Sheet
                             unaudited

              as of March 31, 2002, December 31, 2001

               LIABILITIES AND STOCKHOLDERS' EQUITY

                                     March 31,        December 31,
                                        2002            2001

           LIABILITIES
Current Liabilities                       8,166           2,003
                                   ----------------   ---------------
Total Current                             8,166           2,003
Liabilities                        ----------------   ---------------

  STOCKHOLDERS' EQUITY

Common Stock,
authorized
50,000,000 shares,
issued and
outstanding 3,967,229
shares
March 31, 2002,
3,967,229
shares for December
31, 2001,
par value $0.001                          3,967           3,967

    Additional Paid In                1,265,409       1,265,409
               Capital

     Retained Earnings
                (Loss)               (1,277,542)     (1,271,379)
                                   ----------------   ---------------
   Total Stockholders'                   (8,166)         (2,003)
                Equity             ----------------   ---------------

 TOTAL LIABILITIES AND
   STOCKHOLDERS EQUITY                        0               0
                                   ================   ===============




The accompanying notes are an integral part of these statements




PAGE-33-




                    FUEL CORPORATION OF AMERICA

                      Statement of Operations
                             unaudited

             for the 3 months ended March 31, 2002 and
                               2001

                                    3 months       3 months
                                      ended          ended
                                    3/31/2002      3/31/2001

                Revenue

                  Sales                      0              0
                                  ----------------   ---------------
          Total Revenue                      0              0
                                  ----------------   ---------------

     OPERATING EXPENSES

     Legal & Accounting                  1,000          1,950
             Consulting                      -            500
            General and                  5,163         10,562
         Administrative           ----------------   ---------------
        Total Operating                  6,163         13,012
               Expenses           ----------------   ---------------

Operating Income (Loss)                 (6,163)       (13,012)

   Provision for Income                      0              0
                  Taxes           ----------------   ---------------

      Net Income (Loss)                 (6,163)       (13,012)
                                  ================   ===============

    Primary and Diluted
    Earnings (Loss) per                      a          (0.01)
                  Share           ----------------   ---------------

Weighted Average Number
                     of
          Common Shares              3,967,229      2,347,671
            Outstanding           ----------------   ---------------


     a: less than $0.01




The accompanying notes are an integral part of these
statements




PAGE-34-




                    FUEL CORPORATION OF AMERICA

                 Statement of Stockholders' Equity
                             unaudited
             From December 31, 1998 to March 31, 2002

                        Common Stock      Paid in   Accumulated   Total
                       Shares    Amount   Capital   Deficit      Stockholders'
                                                                  Equity
                     ---------------------------------------------------------


Balance,
December 31, 1998    1,682,105  1,682    1,228,523  (1,232,326)    (2,121)


Retained Earnings                                       (5,174)    (5,174)
        (Deficit)    ---------------------------------------------------------

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


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


Retained Earnings                                       (6,163)    (6,163)
        (Deficit)
                     ---------------------------------------------------------
 Balance, March 31,
              2002   3,967,229  3,967    1,265,409  (1,277,542)    (8,166)
                     =========================================================





The accompanying notes are an integral part of these statements




PAGE-35-




                    FUEL CORPORATION OF AMERICA

                      Statement of Cash Flow
                             unaudited
            for the 3 months ended 3/31/02 and 3/31/01

                                    3 months      3 months
                                      ended         ended
                                    3/31/2002     3/31/2001
                                   ------------  --------------
        Cash from Operations

                    Net Loss           (6,163)       (13,012)

  Change in Accounts Payable            6,163       (26,159)
                                   ------------  --------------
 Cash Provided by Operations                0       (39,171)
                                   ------------  --------------
    Cash Used in Investments                0              0
                                   ------------  --------------
         Cash from Financing
      Conversion of Debt and                0         39,171
                    Services       ------------  --------------

      Total Cash Provided by                0         39,171
                   Financing       ------------  --------------

          Net Change in Cash                0              0

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

                  Taxes Paid
                             3 months in 2002 $0
                             3 months in 2001 $0



               Interest Paid
                             3 months in 2002 $0
                             3 months in 2001 $0





The accompanying notes are an integral part of these statements




PAGE-36-




                    FUEL CORPORATION OF AMERICA
                   NOTES TO FINANCIAL 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
Properties,  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 last four years. The Company is currently exploring
merging with a suitable operational company.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company has no assets as of March 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 no potentially dilutive securities outstanding  at
the end of the statement periods. Therefore, the basic and diluted
earnings  (loss)  per  share are presented  on  the  face  of  the
statement of operations as the same number.

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-37-




Stock Based Compensation

The  Company accounts for its stock based compensation based  upon
provisions   in   SFAS   No.  123,  Accounting   for   Stock-Based
Compensation.  In  this  statement  stock  based  compensation  is
divided  into  two general categories, based upon  who  the  stock
receiver  is,  namely,  and  1.  non-employees.  2.  employees  or
directors  The  employees/directors category  is  further  divided
based upon the particular stock issuance plan, namely compensatory
and   non-compensatory.  Each  of  these  categories  treats   the
valuation  of  the  stock issuance for accounting  purposes  in  a
specific manner.

1. Non employees              the security is recorded at its fair
value

2. Employees or directors
                              Non-compensatory      No    security
                              value  is booked until the stock  is
                              actually paid for
                              Compensatory        The Company  may
                              select    between    two    methods,
                              compensation   is   calculated   and
                              recorded  at  the  securities'  fair
                              value, or intrinsic value

The  Company has selected to utilize the fair value method for the
valuation of it securities given as compensation.

Advertising

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

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.




PAGE-38-




NOTE 4. STOCKHOLDERS' EQUITY

Preferred Stock
On  April  15,  1991  the Company authorized 1,500,000  shares  of
preferred  stock  with a 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.

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

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
directors 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.

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.




PAGE-39-




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 $191,464, which
is calculated by multiplying a 15% estimated tax rate by the items
making  up  the  deferred tax account, the NOL of $1,276,428.  The
total valuation allowance is a comparable $191,464.

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


          Net change in Deferred Tax Benefit less the
          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 2013

          1994              187,389                    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                6,163                    2022
                           ----------
Total NOL Carryforward     1,276,428

NOTE 7. REVENUE AND EXPENSES

The  Company  currently  has no operations  and  no  revenue.  All
expenses  shown on these financial statements 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.




PAGE-40-




Note 6.   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 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


Note 8.        THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below  is  a listing of the most recent accounting standards  SFAS
141-144 and their effect on the Company.

SFAS 141  Business Combinations

This  Statement addresses financial accounting and  reporting  for
business  combinations and supersedes APB  16  and  SFAS  38.  All
business  combinations in the scope of this Statement  are  to  be
accounted for using one method, the purchase method. The effective
date for this Statement is June 30, 2001 and thereafter.

SFAS 142  Goodwill and Other Intangibles Assets

This  Statement addresses financial accounting and  reporting  for
acquired  goodwill and other intangible assets and supersedes  APB
17.   It   addresses  how  intangible  assets  that  are  acquired
individually or with a group (but not those acquired in a business
combination) should be accounted for in financial statements  upon
their acquisition. This Statement also addresses how goodwill  and
other  intangible assets should be accounted for after  they  have
been  initially  recognized  in  the  financial  statements.   The
effective date for this Statement is December 15, 2001.

SFAS 143  Accounting for Asset Retirement Obligations

This  Statement addresses financial accounting and  reporting  for
obligations associated with the retirement of tangible  long-lived
assets  and the associated asset retirement costs. This  Statement
applies   to   all  entities.  It  applies  to  legal  obligations
associated  with the retirement of long-lived assets  that  result
from  the  acquisition,  construction, development  and  (or)  the
normal  operation  of  a  long-lived  asset,  except  for  certain
obligations  of  leases.  This  Statement  amends  SFAS  19.   The
effective date for this Statement is June 15, 2002.

SFAS  144  Accounting for the Impairment or Disposal of Long-Lived
Assets

This  Statement addresses financial accounting and  reporting  for
the  impairment  or disposal of long-lived assets. This  statement
supersedes  SFAS 121, the accounting and reporting  provisions  of
APB 30 and amends ARB 51. The effective date of this Statement  is
December 15, 2001.

The  adoption of these new Statements is not expected  to  have  a
material  effect  on  the  Company's current  financial  position,
results or operations, or cash flows. These standards will have an
impact if the Company merges with an operating entity.




PAGE-41-




                         SHELLEY INTL 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, 2001 and 2000  and  the
related  statements of operations, stockholders' equity, and  cash
flows  for the years ended December 31, 2001, 2000 and 1999. 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, 2001 and  2000
and  the  related statements of operations, stockholders'  equity,
and  cash  flows for the years ended December 31, 2001,  2000  and
1999  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 INTL CPA


April 30, 2002
Mesa, AZ




PAGE-42-




                    FUEL CORPORATION OF AMERICA
                           Balance Sheet
                 as of December 31, 2001 and 2000

                              ASSETS

CURRENT ASSETS
Cash                                       0         0
                             ----------------------------
Total Current Assets                       0         0
                             ----------------------------
OTHER ASSETS                               0         0
                             ----------------------------
Total Assets                               0         0
                             ----------------------------


               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable                       2,003    28,162
                             ----------------------------
Total Current Liabilities              2,003    28,162
                             ----------------------------
STOCKHOLDERS' EQUITY

Common Stock, authorized
50,000,000 shares, issued and
outstanding 3,967,229 shares at
December 31, 2001 and 1,682,105        3,967     1,682
shares at December 31, 2000  ----------------------------

Additional Paid in Capital         1,265,409  1,228,523
                             ----------------------------

Retained Earnings (Loss)          (1,271,379) (1,258,367)
                             ----------------------------

Total Stockholders' Equity           (2,003)  (28,162)
                             ----------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                       0         0
                             ----------------------------




The accompanying notes are an integral part of these statements




PAGE-43-




                    FUEL CORPORATION OF AMERICA
                      Statement of Operations
                 for the years 2001, 2000 and 1999

                                     Year       Year        Year
                                     2001       2000        1999

REVENUE                                 0          0           0
                                 ---------------------------------
Total Revenue                           0          0           0
                                 ---------------------------------
OPERATING EXPENSES
Legal & Accounting                  1,950      4,500           0
Consulting                            500          0           0
General & Administrative           10,562     16,367       5,174
                                 ---------------------------------
Total Operating Expenses           13,012     20,867       5,174
                                 ---------------------------------
Operating Income (Expense)        (13,012)   (20,867)     (5,174)
                                 ---------------------------------

Provision for Income Taxes              0          0           0
                                 ---------------------------------
Net Income (Expense)              (13,012)   (20,867)     (5,174)
                                 ---------------------------------

Primary   and  Diluted  Earnings
(Loss) per Share                     (.01)      (.01)          a
                                 ---------------------------------
Weighted  Average Number of
Common Shares Outstanding       2,347,671   1,682,105   1,682,105
                                 ---------------------------------


a = less the $0.01




The accompanying notes are an integral part of these statements




PAGE-44-




                    FUEL CORPORATION OF AMERICA
                 Statement of Stockholders' Equity
            From December 31, 1999 to December 31, 2001

                    Common     Common
                    Stock      Stock      Paid in   Accumulated    Total
                    Shares     Amount     Capital   Deficit        Equity


Balance, 12/31/98   1,682,105   1,682    1,228,523  (1,232,326)   (2,121)

Retained (Deficit)                                      (5,174)   (5,174)
                   --------------------------------------------------------
Balance, 12/31/99   1,682,105   1,682    1,228,523  (1,237,500)   (7,295)

Retained (Deficit)                                     (20,867)  (20,867)
                   --------------------------------------------------------
Balance, 12/31/00   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, 12/31/01   3,967,229   3,967    1,265,409  (1,271,379)   (2,003)
                   --------------------------------------------------------










The accompanying notes are an integral part of these statements




PAGE-45-




                    FUEL CORPORATION OF AMERICA
                      Statement of Cash Flows
                 for the years 2001, 2000 and 1999

                                    Year      Year     Year
                                    2001      2000     1999
Cash from Operations
Net Loss                          (13,012)  (20,867)  (5,174)

Change in Accounts Payable        (26,159)   20,867    5,174
                                -------------------------------
Cash Provided by Operations       (39,171)        0        0
                                -------------------------------
Cash Used by Operations                 0         0        0
                                -------------------------------
Cash from Financing
Conversion of Debt                 39,171         0        0
                                -------------------------------
Cash Provided by Financing         39,171         0        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 2001 $0
Year 2000 $0
Year 1999 $0

Interest Paid
Year 2001 $0
Year 2000 $0
Year 1999 $0





The accompanying notes are an integral part of these statements




PAGE-46-




                    FUEL CORPORATION OF AMERICA
                   NOTES TO FINANCIAL 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
Properties,  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 last four years. The Company is currently exploring
merging with a suitable operational company.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company has no assets. 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-47-




Stock Based Compensation

The  Company accounts for its stock based compensation based  upon
provisions   in   SFAS   No.  123,  Accounting   for   Stock-Based
Compensation.  In  this  statement  stock  based  compensation  is
divided  into  two general categories, based upon  who  the  stock
receiver  is,  namely,  and  1.  non-employees.  2.  employees  or
directors  The  employees/directors category  is  further  divided
based upon the particular stock issuance plan, namely compensatory
and   non-compensatory.  Each  of  these  categories  treats   the
valuation  of  the  stock issuance for accounting  purposes  in  a
specific manner.

1. Non employees              the security is recorded at its fair
value

2. Employees or directors
                              Non-compensatory      No    security
                              value  is booked until the stock  is
                              actually paid for
                              Compensatory        The Company  may
                              select    between    two    methods,
                              compensation   is   calculated   and
                              recorded  at  the  securities'  fair
                              value, or intrinsic value

The  Company has selected to utilize the fair value method for the
valuation of it securities given as compensation.

Advertising

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

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.




PAGE-48-




NOTE 4. STOCKHOLDERS' EQUITY

Preferred Stock
On  April  15,  1991  the Company authorized 1,500,000  shares  of
preferred  stock  with a 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.

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.

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. 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.

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.




PAGE-49-




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 $190,540, which
is calculated by multiplying a 15% estimated tax rate by the items
making  up  the  deferred tax account, the NOL of $1,270,265.  The
total valuation allowance is a comparable $190,540.

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

          Net change in Deferred Tax Benefit less the
          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 2013
          1994              187,389                 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

          Total NOL Carryforward1,270,265

NOTE 7. REVENUE AND EXPENSES

The  Company  currently  has no operations  and  no  revenue.  All
expenses  shown on these financial statements 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.

Note 6.   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 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-50-




NOTE 8.   THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below  is  a listing of the most recent accounting standards  SFAS
141-144 and their effect on the Company.

SFAS 141  Business Combinations

This  Statement addresses financial accounting and  reporting  for
business  combinations and supersedes APB  16  and  SFAS  38.  All
business  combinations in the scope of this Statement  are  to  be
accounted for using one method, the purchase method. The effective
date for this Statement is June 30, 2001 and thereafter.

SFAS 142  Goodwill and Other Intangibles Assets

This  Statement addresses financial accounting and  reporting  for
acquired  goodwill and other intangible assets and supersedes  APB
17.   It   addresses  how  intangible  assets  that  are  acquired
individually or with a group (but not those acquired in a business
combination) should be accounted for in financial statements  upon
their acquisition. This Statement also addresses how goodwill  and
other  intangible assets should be accounted for after  they  have
been  initially  recognized  in  the  financial  statements.   The
effective date for this Statement is December 15, 2001.

SFAS 143  Accounting for Asset Retirement Obligations

This  Statement addresses financial accounting and  reporting  for
obligations associated with the retirement of tangible  long-lived
assets  and the associated asset retirement costs. This  Statement
applies   to   all  entities.  It  applies  to  legal  obligations
associated  with the retirement of long-lived assets  that  result
from  the  acquisition,  construction, development  and  (or)  the
normal  operation  of  a  long-lived  asset,  except  for  certain
obligations  of  leases.  This  Statement  amends  SFAS  19.   The
effective date for this Statement is June 15, 2002.

SFAS  144  Accounting for the Impairment or Disposal of Long-Lived
Assets

This  Statement addresses financial accounting and  reporting  for
the  impairment  or disposal of long-lived assets. This  statement
supersedes  SFAS 121, the accounting and reporting  provisions  of
APB 30 and amends ARB 51. The effective date of this Statement  is
December 15, 2001.

SFAS  145   Extra-ordinary  item  classification,  sale-lease-back
classification

This statement rescinds SFAS 4, 44 and 64 and reinstates APB 30 as
the  standard  for the classification of gains and losses  of  the
extinguishment of debt as extra-ordinary items. This standard also
amends  SFAS 13 in that it requires that capital leases  that  are
modified so that the resulting lease agreement is classified as an
operating   lease  be  accounted  for  under  the  sale-lease-back
provisions of SFAS 98. The effective date of this statement is May
15, 2002.

The  adoption of these new Statements is not expected  to  have  a
material  effect  on  the  Company's current  financial  position,
results or operations, or cash flows. These standards will have an
impact if the Company merges with an operating entity.




PAGE-51-





                        Shelley Intl., 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, 2000 and 1999  and  the
related  statements of operations, stockholders' equity, and  cash
flows  for the years ended December 31, 2000, 1999 and 1998. 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, 2000 and  1999
and  the  related statements of operations, stockholders'  equity,
and  cash  flows for the years ended December 31, 2000,  1999  and
1998  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  established  source of revenue. 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 Intl., CPA


May 25, 2001
Mesa, AZ




PAGE-52-






                    FUEL CORPORATION OF AMERICA
                           Balance Sheet
                 as of December 31, 2000 and 1999

                              ASSETS
                                    12/31/00  12/31/99


CURRENT ASSETS
Cash                                       0         0
                             -----------------------------
Total Current Assets                       0         0
                             -----------------------------
OTHER ASSETS                               0         0
                             -----------------------------
Total Assets                               0         0
                             -----------------------------


               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable                      28,162     7,295
                             -----------------------------
Total Current Liabilities             28,162     7,295
                             -----------------------------
STOCKHOLDERS' EQUITY

Common Stock, authorized
50,000,000 shares, issued and
outstanding 3,967,229 shares at
December 31, 2001 and 1,682,105        1,682     1,682
shares at December 31, 2000  -----------------------------

Additional Paid in Capital         1,228,523  1,228,523
                             -----------------------------

Retained Earnings (Loss)          (1,258,367) (1,258,367_
                             -----------------------------

Total Stockholders' Equity          (28,162)   (7,295)
                             -----------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                      0         0
                             -----------------------------




The accompanying notes are an integral part of these statements




PAGE-53-




                    FUEL CORPORATION OF AMERICA
                      Statement of Operations
                 for the years 2001, 2000 and 1999

                                     Year       Year        Year
                                     2001       2000        1999

REVENUE                                 0          0           0
                               ------------------------------------
Total Revenue                           0          0           0
                               ------------------------------------
OPERATING EXPENSES
Legal & Accounting                  4,500          0           0
Consulting                              0          0           0
General & Administrative           16,367      5,174       2,121
                               ------------------------------------
Total Operating Expenses           20,867      5,174       2,121
                               ------------------------------------
Operating Income (Expense)        (20,867)    (5,174)     (2,121)
                               ------------------------------------

Provision for Income Taxes              0          0           0
                               ------------------------------------
Net Income (Expense)              (20,867)    (5,174)     (2,121)
                               ------------------------------------

Primary and Diluted Earnings
(Loss) per Share                    (.01)          a           a
                               ------------------------------------
Weighted Average Number of
Common Shares Outstanding      1,682,105   1,682,105   1,682,105
                               ------------------------------------


a = less the $0.01




The accompanying notes are an integral part of these statements




PAGE-54-




                    FUEL CORPORATION OF AMERICA
                 Statement of Stockholders' Equity
            From December 31, 1997 to December 31, 2000

                    Common     Common
                    Stock      Stock      Paid in   Accumulated    Total
                    Shares     Amount     Capital   Deficit        Equity

Balance, 12/31/97  1,682,105   1,682     1,228,523  (1,230,205)       0

Retained (Deficit)             1,682     1,228,523      (2,121)  (2,121)
                  ---------------------------------------------------------
Balance, 12/31/98  1,682,105   1,682     1,228,523  (1,232,326)  (2,121)

Retained (Deficit)                                      (5,174)  (5,174)
                  ---------------------------------------------------------
Balance, 12/31/99  1,682,105   1,682     1,228,523  (1,237,500)  (7,295)

Retained (Deficit)                                     (20,867) (20,867)
                  ---------------------------------------------------------
Balance, 12/31/00  1,682,105   1,682     1,228,523  (1,258,367) (28,162)
                  ---------------------------------------------------------









The accompanying notes are an integral part of these statements




PAGE-55-





                    FUEL CORPORATION OF AMERICA
                      Statement of Cash Flows
                 for the years 2000, 1999 and 1998

                                     Year      Year     Year
                                     2000      1999     1998
Cash from Operations
Net Loss                          (20,867)   (5,174)  (2,121)

Change in Accounts Payable         20,867     5,174    2,121
                                 --------------------------------
Cash Provided by Operations             0         0        0
                                 --------------------------------
Cash Used by Operations                 0         0        0
                                 --------------------------------
Cash from Financing
Conversion of Debt                      0         0        0
                                 --------------------------------
Cash Provided by Financing              0         0        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 2000 $0
Year 1999 $0
Year 1998 $0

Interest Paid
Year 2000 $0
Year 1999 $0
Year 1998 $0





The accompanying notes are an integral part of these statements




PAGE-56-




                      FUEL CORPORATION OF AMERICA
            September 30, 2000, December 31, 1999, 1998

                   NOTES TO FINANCIAL 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
Properties,  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 last four years. The Company is currently exploring
merging with a suitable operational company.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company has no assets. 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 (adjusted for certain dividends when paid) 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) (adjusted for certain dividends  and
certain  interest  when expensed) by the diluted weighted  average
number of shares outstanding during the year. The diluted weighted
average number of shares outstanding is the basic weighted average
number  of  shares adjusted as of the first of the  year  for  any
potentially dilutive debt or equity.

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-57-




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 a 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.

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

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. 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-58-




NOTE 6. PROVISION FOR INCOME TAXES

As  of  December 31, 2000 the Company had a federal net  operating
loss  carryforward  (NOL)  of  $1,257,253.  Nevada  has  no  state
corporate  income taxes. This federal NOL in the future  could  be
utilized  to  cover taxable operating income of the  same  amount,
thus  creating a future net tax benefit of $188,588 at the minimum
federal  corporate tax rate of 15%. Because of the non-operational
nature of the Company at present, there is substantial doubt as to
the   Company's  ability  to  fully  utilize  this  tax   benefit.
Therefore,  the Company has established a valuation account  which
in effect, negates the tax benefit.

          Net change in Deferred Tax Benefit       188,588

          Current Taxes Payable                          0

          Provision for Income Taxes before
          valuation account                        188,588

          Valuation account                       (188,588)

          Net Provision for Income Taxes                 0

The  federal  NOL is due to expire 15 years from the date  of  its
creation.  The chart below shows the year of creation, the  amount
of each 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 2008

          1994              187,389                2009
          1995               23,007                2010
          1996               26,957                2011
          1997              112,844                2012
          1998                2,043                2013
          1999                4,923                2014
          2000               20,082                2015
                         ---------------
Total NOL Carryforward     1,257,253
                         ===============


NOTE 7. REVENUE AND EXPENSES

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




PAGE-59-




                             PART III

Item 9.  Director(s), Executive Officer(s), Promoters and  Control
      Persons

Director(s), Executive Officer(s), Promoters and Control Persons

Each of FCA's director(s) is elected by the stockholders to a term
of  one  (1) year and serves until his or her successor is elected
and qualified. Each of the officer(s) is appointed by the Board of
Directors  to a term of one (1) year and serves until his  or  her
successor  is duly elected and qualified, or until he  or  she  is
removed  from  office. The Board of Directors has  no  nominating,
auditing, or compensation committees.

The  following  table  sets  forth certain  information  regarding
executive  officer(s) and director(s) of FCA as  of  February  25,
2002:

  Name and Address       Age                Position
 ------------------    ------  -----------------------------
Frank Hall               67     President & CEO, Director

Background  of  Director(s), Executive Officer(s),  Promoters  and
Control Persons

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.

Significant Employees

The   Company  has  no  regular  employees.  Frank  Hall   devotes
approximately 10% of his time to the Company's business.

Family Relationships

The are no relevant family relationships.

Involvement in Certain Legal Proceedings

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

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




PAGE-60-




Item 10. Executive Compensation.

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.

Item  11.  Security  Ownership of Certain  Beneficial  Owners  and
Management.

The  following table sets forth certain information as of December
31,  2001 with respect to the beneficial ownership of FCA's Common
Stock by all persons known by FCA to be beneficial owners of  more
than 5% of any such outstanding classes, and by each director  and
executive officer, and by all officers and directors as  a  group.
Unless  otherwise specified, the named beneficial  owner  has,  to
FCA'  knowledge,  either sole or majority  voting  and  investment
power.


Item  11.  Security  Ownership of Certain  Beneficial  Owners  and
Management.

The  following table sets forth certain information as of December
31,  2001 with respect to the beneficial ownership of FCA's Common
Stock by all persons known by FCA to be beneficial owners of  more
than 5% of any such outstanding classes, and by each director  and
executive officer, and by all officers and directors as  a  group.
Unless  otherwise specified, the named beneficial  owner  has,  to
FCA'  knowledge,  either sole or majority  voting  and  investment
power.


Title Of     Name and         Position     Amount of   Percent of
 Class      Address of                      shares      Class
            Beneficial                      held by
          Owner of Shares                    Owner
--------------------------------------------------------------------
Common    Frank Hall       President and     2,805,889    70.26%
          7341 West        CEO, Director
          Charleston
          Boulevard,
          Suite 130, Las
          Vegas, Nevada
          89117

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




PAGE-61-




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.

Item 13. Exhibits and Reports on Form 8-K.

(a)  Exhibits required by Item 601 of Regulation S-B

Exhibit           Name and/or Identification of Exhibit
 Number

   3.    Articles of Incorporation & By-Laws
         (i)  Articles of Incorporation. To be filed separately.
         (ii) Bylaws of FCA adopted on June 21, 2001,
              to be filed seperatly.

  23.    Consent of Experts and Counsel
         Consent of Mark Shelley, CPA. To be filed separately

(b) Reports on Form 8-K

No  reports  were filed on Form 8-K during the quarter  for  which
this Report is filed.




PAGE-62-




                            SIGNATURES

In  accordance with Section 13 or 15(d) of the Exchange  Act,  the
registrant  caused this report to be signed on its behalf  by  the
undersigned, thereunto duly authorized.


                  Fuel Corporation of America.
                 --------------------------------
                          (Registrant)

               By: /s/ Frank Hall, President & CEO

                        November 21, 2002

In  accordance with the Exchange Act, this report has been  signed
below by the following persons on behalf of the registrant and  in
the capacities and on the dates indicated.

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


   /s/ Frank Hall       President & CEO,      November 21, 2002
   ---------------         Director
     Frank Hall       Secretary, Principal
                       Accounting Officer

















PAGE-63-