UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________



FORM 10-Q/A

(Amendment No. 2)



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



For the quarterly period ended March 31,
2014



OR



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



For the transition period from ________ to ___________



Commission file number: 333-14477



FUELSTREAM, INC.

(Name of Small Business Issuer in Its Charter)





|Delaware                                                                               |  | 87-0561426                                       
|-------------------------------------------------------------------------------------- |  | -------------------------------------------------
|(State
        or Other Jurisdiction
        of Incorporation
        or Organization) |  | (IRS Employer
        Identification
        No.)
|                                                                                       |  |                                                  
|510 Shotgun Road, Suite 110                                                            |  |                                                  
|Fort Lauderdale, Florida                                                               |  | 33326                                            
|(Address of Principal Executive Offices)                                               |  | (Zip Code)                                       







|                                                                                   | (954) 423-5345              | 
|---------------------------------------------------------------------------------- | --------------------------- | 
|                                                                                   | (Issuer’s Telephone Number) | 
|                                                                                   |                             | 
|(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)











Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]



Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes [X] No []



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reporting company. See definition of “large
accelerated filer,”“accelerated filer,” and “smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):



|Large Accelerated Filer [  ] |  | Accelerated Filer [  ]       
|---------------------------- |  | -----------------------------
|                             |  |                              
|Non-Accelerated Filer [  ]   |  | Smaller reporting company [X]



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS



Check whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities
under a plan confirmed by a court. Yes [ ] No [ ]



APPLICABLE ONLY TO CORPORATE ISSUERS



State the number of shares outstanding of each
of the issuer’s classes of common equity, as of the latest practicable date. As of May 19, 2014, the Company had outstanding
137,440,320 shares of common stock, par value $0.0001 per share.































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Explanatory Note



The purpose of this Amendment No. 2  to
the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the Securities and
Exchange Commission on May 20, 2014 (the “Form 10-Q”), is solely to correct the number of stated outstanding
shares of common stock in the “Applicable Only to Corporate Issuers” section on page 2.



No other changes have been made to the
Form 10-Q. This Amendment No. 2  to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect
events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures
made in the original Form 10-Q.



























































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SIGNATURES



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



|                        |  | FUELSTREAM, INC.                        
|----------------------- |  | ----------------------------------------
|Date:
    June 25, 2014 |  | BY: /s/ John D. Thomas__________________
|                        |  | John D. Thomas                          
|                        |  | Chief Executive Officer                 

























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