UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________



FORM 10-Q



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



For the quarterly period ended September 30,
2011



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.)
|                                                                                       |  |                                                  
|11650 South State Street, Suite 240                                                    |  |                                                  
|Draper, Utah                                                                           |  | 84020                                            
|(Address of Principal Executive Offices)                                               |  | (Zip Code)                                       







|                                                                                   | (801) 816-2510              | 
|---------------------------------------------------------------------------------- | --------------------------- | 
|                                                                                   | (Issuer’s Telephone Number) | 
|                                                                                   |                             | 
|(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)




Table of Contents


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 [  ] No [X]



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 October 31, 2011, the Company had outstanding
1,430,501 shares of common stock, par value $0.001 per share.

































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PART
I



FINANCIAL
INFORMATION



The CondensedConsolidatedFinancial Statements of the Company are prepared as of September 30,
2011.



ITEM
1. 	FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q







|CONTENTS                                      
|----------------------------------------------
|Consolidated Balance Sheets                   
|Consolidated Statements of Operations         
|Consolidated Statements of Cash Flows         
|Notes to the Consolidated Financial Statements









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OLE

|FUELSTREAM, INC. AND SUBSIDIARIES                                        
|-------------------------------------------------------------------------
|(formerly SportsNuts, Inc.)                                              
|Consolidated Balance Sheets                                              
|                                                                         
|ASSETS                                                                   
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|CURRENT ASSETS                                                           
|                                                                         
|Cash and cash equivalents                                                
|Loans receivable                                                         
|                                                                         
|Total Current Assets                                                     
|                                                                         
|TOTAL ASSETS                                                             
|                                                                         
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                    
|                                                                         
|CURRENT LIABILITIES                                                      
|                                                                         
|Accounts payable                                                         
|Due to related parties                                                   
|Accrued expenses                                                         
|Notes payable                                                            
|Notes payable - related parties                                          
|                                                                         
|Total Current Liabilities                                                
|                                                                         
|TOTAL LIABILITIES                                                        
|                                                                         
|STOCKHOLDERS' DEFICIT                                                    
|                                                                         
|Preferred stock, $0.0001 par value; 50,000,000 shares                    
|authorized, 200 and -0- shares issued and outstanding                    
|Common stock, $0.0001 par value; 500,000,000 shares                      
|authorized, 880,501  and 512,167 shares issued                           
|and outstanding, respectively                                            
|Additional paid-in capital                                               
|Accumulated deficit                                                      
|                                                                         
|Total Stockholders' Deficit                                              
|                                                                         
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                              
|                                                                         
|The accompanying notes are an integral part of these financial statements





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|FUELSTREAM, INC. AND SUBSIDIARIES                                        
|-------------------------------------------------------------------------
|(formerly SportsNuts, Inc.)                                              
|Consolidated Statements of Operations                                    
|(Unaudited)                                                              
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|NET SALES                                                                
|                                                                         
|COST OF SALES                                                            
|                                                                         
|GROSS MARGIN                                                             
|                                                                         
|SELLING, GENERAL AND                                                     
|ADMINISTRATIVE EXPENSES                                                  
|                                                                         
|Salaries and consulting                                                  
|Professional fees                                                        
|Selling, general and administrative                                      
|                                                                         
|Total Selling, General and                                               
|Administrative Expenses                                                  
|                                                                         
|LOSS FROM OPERATIONS                                                     
|                                                                         
|OTHER INCOME (EXPENSES)                                                  
|                                                                         
|Interest expense                                                         
|Other income                                                             
|                                                                         
|Total Other Income (Expenses)                                            
|                                                                         
|LOSS BEFORE INCOME TAXES                                                 
|                                                                         
|INCOME TAX EXPENSE                                                       
|                                                                         
|NET LOSS                                                                 
|                                                                         
|BASIC AND DILUTED:                                                       
|Net loss per common share                                                
|                                                                         
|Weighted average shares outstanding                                      
|                                                                         
|The accompanying notes are an integral part of these financial statements







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|FUELSTREAM, INC. AND SUBSIDIARIES                                        
|-------------------------------------------------------------------------
|(formerly SportsNuts, Inc.)                                              
|Consolidated Statements of Cash Flows                                    
|(Unaudited)                                                              
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                    
|                                                                         
|Net loss                                                                 
|Adjustments to reconcile net loss to net                                 
|cash used by operating activities:                                       
|Common stock issued for services                                         
|Preferred stock issued for services                                      
|Changes in operating assets and liabilities:                             
|Accounts payable and accrued expenses                                    
|Due to related parties                                                   
|                                                                         
|Net Cash Used by Operating Activities                                    
|                                                                         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                    
|                                                                         
|Payments for loans receivable                                            
|                                                                         
|Net Cash Used by Investing Activities                                    
|                                                                         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                    
|                                                                         
|Proceeds from notes payable                                              
|Payment on notes payable                                                 
|Proceeds from notes payable - related parties                            
|                                                                         
|Net Cash Provided by Financing Activities                                
|                                                                         
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                     
|                                                                         
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                           
|                                                                         
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                 
|                                                                         
|SUPPLEMENTAL CASH FLOW INFORMATION                                       
|                                                                         
|Cash Payments For:                                                       
|                                                                         
|Interest                                                                 
|Income taxes                                                             
|                                                                         
|Non-cash activity:                                                       
|                                                                         
|Common stock issued for services                                         
|Preferred stock issued for services                                      
|                                                                         
|The accompanying notes are an integral part of these financial statements



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FUELSTREAM INC. AND
SUBSIDIARIES

(formerly SportsNuts, Inc.)

Notes to the Consolidated Financial Statements

September 30, 2011







NOTE 1 -	BASIS OF FINANCIAL STATEMENT PRESENTATION



The accompanying unaudited consolidated
financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally
accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished
in the interim consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in
the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the
disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated
financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in
its Form 10-K filed on April 15, 2011. Operating results for the nine months ended September 30, 2011 are not necessarily indicative
of the results to be expected for the year ending December 31, 2011.



NOTE 2 -	GOING CONCERN CONSIDERATIONS



The accompanying consolidated
financial statements have been prepared using generally accepted accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal course of business. As reported in its Annual Report on
Form 10-K for the year ended December 31, 2010, the Company has an accumulated deficit of $29,675,512 from inception of the Company
through December 31, 2010. The accumulated deficit as of September 30, 2011 was $30,693,164 and the total stockholders’ deficit
at September 30, 2011 was $3,863,144 and had working capital deficit, continued losses, and negative cash flows from operations.
These factors combined, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s
plans to address and alleviate these concerns are as follows:



The Company’s management
continues to develop a strategy of exploring all options available to it so that it can develop successful operations and have
sufficient funds, therefore, as to be able to operate over the next twelve months. The Company is attempting to improve these conditions
by way of financial assistance through issuances of additional equity and by generating revenues through sales of products and
services. No assurance can be given that funds will be available, or, if available, that it will be on terms deemed satisfactory
to management.



The ability of the Company to
continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph
and eventually attain profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that
might result from the outcome of these uncertainties.

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FUELSTREAM INC. AND
SUBSIDIARIES

(formerly SportsNuts, Inc.)

Notes to the Consolidated Financial Statements

September 30, 2011





NOTE 3 -	REVERSE STOCK SPLIT



On June 14, 2011, our board of directors
and the holder of a majority in interest of our voting capital stock approved a 1-for-100 reverse split of our common shares (“Reverse
Split”). The Reverse Split became effective on August 3, 2011. As a result of the Reverse Split, each shareholder of record
as of July 8, 2011, received one (1) share of common stock for each one hundred (100) shares of common stock they held prior to
the Reverse Split, provided however, that fractions of a share were rounded up to the nearest whole share and any registered shareholder
who would have otherwise held less than 200 shares following the Reverse Split was rounded up to 200 shares. Consequently, none
of our registered shareholders as of the record date held less than 200 shares following the Reverse Split. This rounding up to
200 shares resulted in an additional 98,912 shares issued. These financial statements have been retroactively restated for this
change in capital structure.



NOTE 4 -	COMMON STOCK TRANSACTIONS



During the six months ended June
30, 2011, the Company issued an aggregate of 35,000 shares of its common stock to a former director, two former contract personnel,
and one existing contract personnel, for services provided. The market value of the stock on the date of issuance was $350,000
and is recorded as salaries and consulting expense in the Statements of Operations.



On September 12, 2011, the Company
entered into a consulting agreement with Summit Trading Limited, a Florida-based investor relations, strategic business planning
company. Pursuant to the terms of the Agreement the Company issued an aggregate of 333,334 restricted shares of its common stock.
The market value of the stock on the date of issuance was $373,334 and is recorded as salaries and consulting expense in the Statements
of Operations.



NOTE 5 -	NOTES PAYABLE



During the nine months ended September
30, 2011, the Company issued $220,000 in promissory notes to unrelated parties and $28,500 in promissory notes to related parties.
The notes carry an interest rate of 10% and are due on demand.



NOTE 6 -	LOANS RECEIVABLE



On April 11, 2011, the Company entered
into a joint venture agreement (the “Joint Venture”) with Aviation Fuel International,
Inc. (“AFI”), a Florida corporationto provide for the supply of aviation fuel to various commercial aircraft
via tanker trucks which are intended to be acquired by the Joint Venture. Pursuant to the Joint Venture, the Company is obligated
to contribute working capital of $200,000 within 90 days of the effective date of the Joint Venture for the purchase of the tanker
trucks, as well as salaries, benefits, and taxes regarding the operation thereof. The Company has already contributed $183,500
toward its working capital obligation under the Joint Venture. This amount has been recorded on the balance sheet as Loans Receivable
as of September 30, 2011.

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FUELSTREAM INC. AND
SUBSIDIARIES

(formerly SportsNuts, Inc.)

Notes to the Consolidated Financial Statements

September 30, 2011





NOTE 7 -	OTHER EVENTS



On June 14, 2011, the Company amended
and restated its Certificate of Designation to the Company’s Certificate of Incorporation. The Certificate of Designation
concerns the rights, preferences, privileges, and restrictions of Series “A” Preferred Stock (the “Preferred
Stock”), and the amended and restated Certificate of Designation has increased the number of voting rights applicable to
each share of Preferred Stock from one million (1,000,000) to ten million (10,000,000).



On June 14, 2011, the Company amended
and restated its Certificate of Incorporation to (a) increase the number of the Company’s authorized shares of common stock
from 200,000,000 to 500,000,000 shares, (b) increase the number of the Company’s authorized shares of preferred stock from
20,000,000 to 50,000,000 shares, (c) reduce the par value per share of the Company’s common and preferred stock from $0.002
to $0.0001 per share, (d) eliminate a provision of the Company’s Certificate of Incorporation, which requires that the Company’s
board of directors be divided into three equal classes, with directors in the first, second, and third classes to hold terms that
expire in one, two, and three years and with re-election for three year terms to enable only one class of directors to be voted
out of office in any given year. The Restatement now requires the Company’s directors to hold office only until the next
annual meeting of shareholders, and (e) eliminate a provision of the Companys Certificate of Incorporation which requires a supermajority
vote of the Company’s shareholders to change the number of directors, change the classification of directors (which has been
removed as described in the preceding paragraph), or change the board of director’s ability to fill vacancies on the board.



On June 14, 2011, the Company amended
and restated its Bylaws to be consistent with the amended and restated Certificate of Incorporation, including, the elimination
of the classified board of directors and supermajority voting requirements described in the preceding paragraph.



On September 13, 2011, the Company
announced that it intends to issue, in the near future, an aggregate of up to 9,400,000 new shares of restricted common stock in
respect of (i) a contemplated acquisition of Aviation Fuel International, Inc. (ii) in connection with various employment and service
agreements expected to be consummated by the Company, and (iii) the conversion into common stock of certain longstanding debts
of the Company. If all such new shares are issued, the Company expects to have approximately 10.1 million shares of common stock
issued and outstanding.



NOTE 8 -	SUBSEQUENT EVENTS



On October 4, 2011, the Company
issued an aggregate of 550,000 restricted shares of unregistered common stock to two persons in private transactions as payment
for services rendered during 2011.





The Company has evaluated subsequent
events of the period of September 30, 2011 through the date the financial statements were issued, and concluded there were no other
events or transactions occurring

during this period that required recognition or disclosure in its consolidated financial statements.



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Table of Contents




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



The following discussion of the financial
condition and results of operations of Fuelstream, Inc. (hereafter, “Fuelstream” or the “Company”) should
be read in conjunction with the Unaudited Financial Statements and related Notes thereto included herein. This discussion may contain
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934, including, without limitation, statements regarding the Company’s expectations, beliefs, intentions, or future
strategies that are signified by the words "expects," "anticipates," "intends," "believes,"
or similar language. Actual results could differ materially from those projected in the forward looking statements. Prospective
investors should carefully consider the information set forth above under the caption "Risk Factors" in addition other
to the information set forth herein. The Company cautions investors that its business and financial performance is subject to substantial
risks and uncertainties.



Overview



Fuelstream seeks to become a fuel transportation
and logistics company which brokers the sale and distribution of aviation and other fuels to corporate and commercial consumers.
On May 10, 2010, the Company entered into a lease purchase agreement (“Lease Purchase Agreement”) to lease and subsequently
acquire a fuel barge and tug boat (collectively, the “Vessels”) as well as additional ships. The Lease Purchase Agreement
was terminated on November 15, 2010. The Company did not generate any revenues pursuant to the Lease Purchase Agreement, but incurred
docking fees of $67,500 for the two Vessels described above.



On March 17, 2011, the Company entered into
a letter of intent with the sole shareholder of Aviation Fuel International, Inc. (“AFI”), a Florida corporation, to
acquire all of the shares of AFI. AFI is an in-wing supplier of aviation fuel to corporate and commercial aircraft. The letter
of intent contemplates that the Company and the shareholder of AFI will prepare and execute definitive agreements regarding the
acquisition in the future.



The acquisition will be subject to certain
conditions, including due diligence by the relevant parties and the completion of audits of AFI necessary for consolidation with
the financial results of the Company.



On April 11, 2011, the Company entered into
a joint venture agreement (the “Joint Venture”) with AFI to provide for the supply of aviation fuel to various commercial
aircraft via tanker trucks which are intended to be acquired by the Joint Venture. Pursuant to the Joint Venture, the Company is
obligated to contribute working capital of $200,000 within 90 days of the effective date of the Joint Venture for the purchase
of the tanker trucks, as well as salaries, benefits, and taxes regarding the operation thereof. The Company has already contributed
$183,500 toward its working capital obligation under the Joint Venture. AFI is obligated to contribute to the Joint Venture any
new fuel supply agreements initiated as a result of the use of the working capital contributed by the Company. The Joint Venture
has a term of 18 months but also expresses the parties’ intent to consummate an acquisition of AFI by the Company in the
near future. A copy of the agreement embodying the Joint Venture was provided as an exhibit to the Company’s Current Report
on Form 8-K announcing the Joint Venture, filed with the Securities and Exchange Commission on April 12, 2011.



The Company’s principal sources of revenues
are expected to result from the gross selling price of fuel delivery contracts. Expenses which comprise the costs of goods sold
are expected to include the acquisition price of fuel transported, as well as operational and staffing costs of the trucks and
other vehicles used for delivery. General and administrative expenses have been comprised of administrative wages and benefits;
occupancy and office expenses; outside legal, accounting and other professional fees; travel and other miscellaneous office and
administrative expenses.

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Selling and marketing expenses include selling/marketing
wages and benefits; advertising and promotional expenses; travel and other miscellaneous related expenses.



Prior to changing its business model to become
a fuel transportation and logistics company, the Company’s principal sources of revenues were (i) online services targeted
to sports organizations and members, and (ii) offline promotional, management, and sponsorship services provided in connection
with community-based sports events.



The ability to generate revenues during the
year 2011 and beyond depends substantially upon the Company’s resources available in order to complete the acquisition of
AFI or otherwise commence operations as a supplier of fuel and logistics. Such efforts require significant systems development,
marketing and personnel costs, which, in turn, require substantial funding. If the Company is unable to obtain such funding, its
ability to generate revenues will be significantly impaired and it may be unable to continue operations.



Because the company has incurred losses, income
tax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards, given the uncertainty of
the Company being able to utilize such loss carryforwards in future years. The Company anticipates incurring additional losses
during the coming year.



Results of Operations



Following is management’s discussion
of the relevant items affecting results of operations for the three and nine month periods ended September 30, 2011 and 2010.



Revenues. The Company generated net
revenues of $-0- and $-0- during the three and nine months ended September 30, 2011 and 2010. In the future, the Company’s
sole source of revenue is expected to be related to fuel delivery and transportation contracts.



Cost of Sales.Cost of sales for the
three and nine months ended September 30, 2011 and 2010 were $-0- and $-0- respectively. No cost of sales correlates to no revenues
during these periods. Future costs of sales are expected to consist of the acquisition price of fuel and other petrochemicals delivered
to customers and clients, as well as operational and staffing costs with respect thereto.



Salaries
and Consulting Expenses. Salaries and consulting expenses were $383,333 for the three months ended September 30, 2011 compared
to $45,000 during the third quarter of 2010. For the nine months ended September 30, 2011, salaries and consulting expenses were
$755,333 compared to $5,220,645during the nine months
ended September 30, 2010. During the nine months ended September 30, 2011, the Company issued an aggregate of 368,334 shares of
its common stock for services provided to the Company. The market value of the stock on the date of issuance was $723,334.



Professional
Fees. Professional fees for the three months ended September 30, 2011 were $49,153 compared to $48,123during the third quarter of 2010. For the nine months ended September 30, 2011, professional fees were $146,098 compared to $57,076for the nine months ended September 30, 2010. Professional fees consist mainly of the fees for the audit of the Company’s
financial statements of the prior year as well as the review of the quarterly filings with the SEC. The Company anticipates that
professional fees will increase as the Company ramps up its new operations.



Selling, General and Administrative Expenses.Selling, general and administrative expenses for the three months ended September 30, 2011 were $519, compared to $8,838 during
the third quarter of 2010. For the nine months ended September 30, 2011, selling, general and administrative expenses were $904
compared to $38,727 for the nine months ended September 30, 2010.

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The Company anticipates that selling, general
and administrative expenses will increase as operations increase.



Other Income (Expense). The Company had
net other expenses of $42,368 for the three months ended September 30, 2011 compared to $29,681 during the third quarter of 2010.
For the nine months ended September 30, 2011, the Company had net other expenses of $115,317 compared to $87,991 during the first
nine months of 2010. Other expenses incurred were comprised primarily of interest expenses related to balances on Company credit
cards and interest on notes payable.



Liquidity and Capital Resources



As of September 30, 2011, the Company’s
primary source of liquidity consisted of $1,218 in cash and cash equivalents. The Company holds most of its cash reserves in local
sweep accounts with local financial institutions. Since inception, the Company has financed its operations through a combination
of short and long-term loans, and through the private placement of its common stock.



The Company has sustained significant net losses
which have resulted in a total stockholders’ deficit at September 30, 2011 of $3,863,144 and is currently experiencing a
substantial shortfall in operating capital which raises doubt about the Company’s ability to continue as a going concern.
The Company anticipates a net loss for the year ended December 31, 2011 and with the expected cash requirements for the coming
months, without additional cash inflows from an increase in revenues combined with continued cost-cutting or a receipt of cash
from capital investment, there is substantial doubt as to the Company’s ability to continue operations.



There is presently no agreement in place with
any source of financing for the Company and there can be no assurance that the Company will be able to raise any additional funds,
or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely be substantially
dilutive to current shareholders. Lack of additional funds will materially affect the Company and its business, and may cause the
Company to cease operations. Consequently, shareholders could incur a loss of their entire investment in the Company.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK



As a smaller reporting company we are not required
to provide this information.



ITEM 4. CONTROLS AND PROCEDURES



Management’s Report on Disclosure Controls and Procedures



We maintain disclosure controls and procedures
that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act
of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, to allow for
timely decisions regarding required disclosure.



As of September 30, 2011, the end of our third
quarter covered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer and Controller,
of the effectiveness of the design and operation of our disclosure controls and procedures.

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Based on the foregoing, we concluded that our
disclosure controls and procedures were effective as of the end of the period covered by this annual report. Our board of directors
has only two members. We do not have a formal audit committee.



Management’s Report on Internal Control over Financial
Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange
Act, as amended). In fulfilling this responsibility, estimates and judgments by management are required to assess the expected
benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable,
but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions
are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated
financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed
the effectiveness of our internal control over financial reporting as of September 30, 2011. In making this assessment, our management
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal
Control-Integrated Framework. Our management has concluded that, as of September 30, 2011, our internal control over financial
reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with US generally accepted accounting principles. This quarterly report
does not include an attestation report of the Company’s registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting
firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s
report in this quarterly report.



Inherent limitations on effectiveness of controls



Internal control over financial reporting has
inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation
of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors.
Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in
judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion
or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process
and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



Changes in Internal Control over Financial Reporting



There have been no significant changes in our
internal controls over financial reporting that occurred during the quarter ended September 30, 2011 that have materially or are
reasonably likely to materially affect, our internal controls over financial reporting.



14


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PART II



OTHER INFORMATION



ITEM 1.	LEGAL PROCEEDINGS



None.



ITEM 1A.	RISK FACTORS



As a smaller reporting company, we are not required
to provide the information required by this item.



ITEM 2.	UNREGISTERED SALES
OF EQUITY SECURITIES AND USE OF PROCEEDS



On April 7, 2011, the Company issued an aggregate
of 3,500,000 shares of its common stock (the “Shares”) to a former director, two former contract personnel, and one
existing contract personnel, for services provided. Our former director is an accredited investor and each of the other recipients
is considered by the Company to be a “sophisticated person” inasmuch as each of them has such knowledge and experience
in financial and business matters that they are capable of evaluating the merits and risks of receiving the Shares. No solicitation
was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that the issuance
of Shares as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2)
of the Securities Act of 1933.



On September 12, 2001, the Company entered into
a consulting agreement (the "Agreement) with Summit Trading Limited, ("SLT") a Florida-based investor relations,
strategic business planning company. Pursuant to the terms of the Agreement the Company issued an aggregate of 333,334 restricted
shares of its common stock. STL is directed by a person who is believed by the Company to possess such knowledge and experience
in financial and business matters that he is capable of evaluating the merits and risks of receiving shares of the Company as consideration
for such consulting services. No solicitation was made and no underwriting discounts were given or paid in connection with these
transactions. The Company believes that the Issuance of the shares pursuant to the Agreements is exempt from registration with
the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.



On October 4, 2011, the Company issued an aggregate
of 550,000 restricted shares of unregistered common stock to two persons in private transactions as payment for services rendered
during 2011. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The
Company believes that the issuance of shares pursuant to the Agreement was exempt from registration with the Securities and Exchange
Commission pursuant to Section 4(2) of the Securities Act of 1933.





ITEM 3.	DEFAULTS UPON SENIOR SECURITIES



Effective February 1, 2000, the Company sold
and issued a promissory note secured by certain tangible and intangible assets of the Company (“Note”) in exchange
for $450,000 in cash proceeds. As of May 1, 2000, the Company is in default with respect to the Note. The Note and its accompanying
Security Agreement have been filed as an exhibit to the Company’s 1999 annual report on form 10-KSB filed with the Securities and Exchange
Commission on March 30, 2000.

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



None



ITEM 5.	OTHER INFORMATION



Not applicable.



ITEM 6.	EXHIBITS



The following documents are filed
as exhibits to this Form 10-Q:



INDEX TO EXHIBITS



|Number |  | Exhibits                                                                                                                                      
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|3.1    |  | Amended and Restated Certificate of Incorporation of Fuelstream, Inc.(1)                                                                      
|3.2    |  | Amended and Restated Bylaws of Fuelstream, Inc., a Delaware corporation.(2)                                                                   
|31     |  | Certification by Chief Executive Officer and Chief Financial Officer, Mark D. Klok, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|32     |  | Certification by Chief Executive Officer and Chief Financial Officer, Mark D. Klok, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|       |  |                                                                                                                                               





(1) Filed as an Exhibit to the Company’s Current Report on
Form 8-K, filed with the Commission on dJune 17, 2011.



(2) Filed as an Exhibit to the Company’s Current Report on
Form 8-K, filed with the Commission on June 17, 2011.





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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: November 14, 2011________________ |  | BY: /S/ Mark Klok____________________
|                                        |  | Mark Klok                            
|                                        |  | Chief Executive Officer              



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