Unassociated Document

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

Commission File Number 000-33321
 
FORM 12b-25
 
NOTIFICATION OF LATE FILING
 
 
(Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR
 
  For Period Ended: March 31, 2005   
       
  o  Transition Report on Form 10-K   
  o  Transition Report on Form 20-F   
  o  Transition Report on Form 11-K   
  o  Transition Report on Form 10-Q   
  o  Transition Report on Form N-SAR   
  For the Transition Period Ended:    
 
 
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: 
 
N/A                                                                                                                                                          

PART I — REGISTRANT INFORMATION
 
Fellows Energy Ltd.                                                                                                                               
Full Name of Registrant

Fuel Centers, Inc.                                                                                                                                    
Former Name if Applicable

370 Interlocken Boulevard, Suite 400                                                                                                    
Address of Principal Executive Office (Street and Number)

Broomfield, Colorado 80021                                                                                                                    
City, State and Zip Code
 
PART II — RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
 
    (a)  
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; 
       
 x   (b)  
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and 
       
    (c)  
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. 
 

 
 


PART III — NARRATIVE
 
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Due to the complexity of issues regarding accounting treatment of gains made from the registrant's sale of certain project leases, the registrant was not able to complete its review of its consolidated financial statements for the first quarter of 2005 and meet the filing deadline of May 16, 2005 for the filing of its Quarterly Report on Form 10-QSB for the quarter ended March 31, 2005 (the "10-QSB") without unreasonable effort and expense. The registrant expects, based on current facts and circumstances, to complete its review and submit the filing of the 10-QSB by May 23, 2005.

 
PART IV — OTHER INFORMATION
 
(1) Name and telephone number of person to contact in regard to this notification
 
Paul Hilton, Esq.
   303
 899-7300 
 (Name)
  (Area Code)
  (Telephone Number)
    
(2)  
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s)Yes oNo x
 
Certain periodic reports on Form 8-K were not filed in 2005, as noted in Item 8.B of the registrant's Annual Report on Form 10-KSB for the year ended December 31, 2004. 
 
(3)  
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
Yes o No x
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made


Fellows Energy Ltd.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized
 
 
Date: May 17, 2005     By: /s/ George S. Young    
       
    Chief Executive Officer