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                                  EXHIBIT 31.2

                        CERTIFICATION OF PERIODIC REPORT

I, Michael R. Butler, certify that:

1. I have reviewed this annual report on Form 10-K of Fuels, Inc.;

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

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

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and  15d-15(e))and  internal control over financial
reporting (as defined in Exchange Act Rules  13a-15(f))  for the  registrant and
have:

          a. Designed such disclosure  controls and  procedures,  or caused such
disclosure  controls and  procedures  to be designed  under our  supervision  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

         b. Designed such internal control over financial  reporting,  or caused
such  internal  control  over  financial  reporting  to be  designed  under  our
supervision,  to provide  reasonable  assurance  regarding  the  reliability  of
financial  reporting and the  preparation  of financial  statements for external
purposes in accordance with generally accepted accounting principles;

         c. Evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  and  presented  in  this  report  our  conclusions   about  the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

         d.  Disclosed  in this report any change in the  registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent  fiscal  quarter (the  registrant's  4th quarter in the case of an annual
report) that has  materially  affected,  or is  reasonably  likely to materially
affect, the registrant's internal control over financial reporting.

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

         a. All significant  deficiencies and material  weaknesses in the design
or operation of internal  control over financial  reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

         b. Any fraud,  whether or not  material,  that  involves  management or
other employees who have a significant role in the registrant's internal control
over financial reporting.

Date: March __, 2014

/s/Michael R. Butler
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Michael R. Butler,
Principal Financial & Accounting Office