U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB A

                                 AMENDMENT NO.3

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

                   For the fiscal year ended December 31, 2000

                         Commission file number 1-12350


                                 FuelNation Inc.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its Charter)

            Florida                                              65-0827283
-------------------------------                              -------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                                4121 SW 47th Ave.
                                 Davie, Florida
                    ----------------------------------------
                    (Address of Principal Executive Offices)


                                      33314
                                   ----------
                                   (Zip Code)

           1700 North Dixie Highway, Suite 125, Boca Raton, Fla 33432
           ----------------------------------------------------------
                 (Former Address of Principal Executive Offices)

                                 (954) 587-3775
                           ---------------------------
                           (Issuer's Telephone Number)

           Securities registered under Section 12(b) of the Act: None

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

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of Class)

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 [X] 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 the 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. [X]

                          (Continued on Following Page)
<PAGE>

State issuer's revenues for its most recent fiscal year. $0.00

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days: [$141,254,057]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: May 9, 2001 there were 161,433,208
shares of our common stock issued and outstanding.

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<PAGE>

                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT

                                 FUELNATION INC.

                                                                            PAGE
                                                                            ----


Facing Page
Index

PART I
Item 1.    Description of Business..........................................  4
Item 2.    Description of Property.......................................... 11
Item 3.    Legal Proceedings................................................ 12
Item 4.    Submission of Matters to a Vote of Security Holders.............. 12

PART II
Item 5.    Market for the Registrant's Common Equity and Related
               Stockholder Matters.......................................... 13
Item 6.    Management's Discussion and Analysis of Financial Condition
               and Results of Operations.................................... 13
Item 7     Financial Statements............................................. 17
Item 8.    Changes in and Disagreements on Accounting and Financial
               Disclosure................................................... 32

PART III
Item 9.    Directors, Executive Officers, Promoters and Control Persons,
               Compliance with Section 16(a) of the Exchange Act............ 33
Item 10.   Executive Compensation........................................... 35
Item 11.   Security Ownership of Certain Beneficial Owners and
               Management................................................... 36
Item 12.   Certain Relationships and Related Transactions................... 37

PART IV
Item 13.   Exhibits and Reports of Form 8-K................................. 38


SIGNATURES.................................................................. 39


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<PAGE>

FORM 10KSB/A AMENDMENT

On February 1, 2002, we engaged the accounting firm of Moore Stephens P.C.
independent public accountants, to audit our fiscal year ended December 31, 2001
and 2000, as well as future financial statements, to replace the firm of Sellers
& Associates, P.C., which was the independent public accountant as reported in
our Form 10-KSB/A Amendment No.2 for the fiscal year ended December 31, 2000 and
1999 as filed with the Securities & Exchange Commission.

Moore Stephens P.C. is of the opinion that the Company's acquisition agreement
with Regenis Holdings, Inc. for accounting purposes should be treated as a
reverse merger and not as a business combination as originally reported. As a
result thereof the Form 10KSB/A Amendment No.2 for the fiscal year ended
December 31, 2000 is being amended to reflect the change in accounting
treatment.


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

FuelNation Inc. ("we," "us," "our," "FuelNation" or the "Company") is a
Florida-based development stage corporation engaged in the development of
providing real-time e-commerce communications and energy services. Our
operations are conducted through strategic alliances, which principally are
engaged in advanced technology and services solutions for the petroleum
marketing industry, i.e., oil companies, marketers, transports, gas stations and
convenience stores worldwide, and the development of one of the worlds most
integrated communications platform for the petroleum industry. We intend to use
Broadband that delivers data to remote stations at speeds reaching 45Mbps,
satellite technology, global positioning system (GPS) with real-time tracking
and path logging of delivery vehicles. We have developed the R2R(sm)
communications technology which allows multiple point of sales, tank monitors,
global positioning system, VSAT, wireless PDA devices, Internet phones,
automated teller machines, back office software, price signs and numerous other
equipment manufacturers to integrate and seamlessly exchange data in an open
architecture environment.

We believe that the value of our product is driven from many factors, including;
economical installation, customizable, rapid scalability, 24 hour help desk,
dependable hardware connection, no setup or programming at site, no equipment
purchases, centralized and scalable main frame database, automated polling and
populating of data from existing hardware, automated population of existing
software, open architecture programming, real time reporting and many more. Our
core operation's are fueled by the continued employment and retention of
talented programmers and their abilities to write complex and multi-tasking code
to speak to virtually all current data generating equipment, networks and
software packages simultaneously. Our programmers have successfully written the
programming code that communicates to most of the top hardware and software
suppliers for this industry. During the past two years, we have installed our
product for no charge at several well-established leading companies during the
development process. In exchange for the companies working with us during our
development process, our programmers have been granted complete access to their
existing management, networks, supply chain, vendors, and service contractors
for valuable industry knowledge and guidance. The access to the existing talent
and knowledge to this industry has been indispensable for our development and
eventual success in the industry. All of this development and valuable industry
knowledge and guidance has lead us to the introduction of our service offering
and the company's flagship product, a complete network management system from
rack to retail ("R2R"(sm) ) that utilizes broadband and wireless technology. The
remotely connected system, accessible via any web enabled device, allows oil
producers, major oil companies, petroleum marketers, transports, convenience
stores and major franchises to collect and integrate data from several pieces of
equipment simultaneously, track deliveries with global positioning systems,
forecast fuel inventory needs, manage electronic safe deposits, track detailed
retail sales, automate rebates, enhance security and shrinkage controls,
automate payroll functions, monitor product costs and adjust pricing in
"real-time." The R2R(sm) solution increases profitability and reduces costs. We
believe that our advantage lies in the multiple solutions achieved through the
utilization of the non-proprietary programmable router which solves the hardware
connectivity issue with a broadband satellite link-up connected to the tank
monitors, point-of-sales cash registers, and many other data generating devices.
The result is a seamless solution enabling efficient economic controls without
the current manual administrative headaches.

Marketed under the service mark R2R(sm) ("Rack to Retail"), this technology
automates and streamlines the data collection processes for centralization,
retrieval and integration of inventory, financial and accounting information
throughout the entire industry.

                                                                               4
<PAGE>

RISK FACTORS

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS,
TOGETHER WITH THE OTHER INFORMATION CONTAINED IN THIS ANNUAL REPORT ON FORM
10-KSB, IN EVALUATING OUR COMPANY AND OUR BUSINESS BEFORE PURCHASING OUR
SECURITIES. IN PARTICULAR, PROSPECTIVE INVESTORS SHOULD NOTE THAT THIS ANNUAL
REPORT ON FORM 10-KSB CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT AND THAT
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH
STATEMENTS. THE FACTORS LISTED HEREIN REPRESENT CERTAIN IMPORTANT FACTORS WHICH
WE BELIEVE COULD CAUSE SUCH RESULTS TO DIFFER. THESE FACTORS ARE NOT INTENDED TO
REPRESENT A COMPLETE LIST OF THE GENERAL OR SPECIFIC RISKS THAT MAY AFFECT US.
IT SHOULD BE RECOGNIZED THAT OTHER RISKS MAY BE SIGNIFICANT, PRESENTLY OR IN THE
FUTURE AND THE RISKS SET FORTH BELOW MAY AFFECT US TO A GREATER EXTENT THAN
INDICATED.


We Have Been in the Development Stage Since our Reorganization in October 2000.
We have generated no revenues and have a deficit accumulated during our
development stage thus far of approximately $1.2 million as of December 31,
2000. We expect to incur additional losses during the time period we are
reviewing and negotiating potential opportunities to grow our services and
products.

It is anticipated that we will, in all likelihood, sustain operating expenses
without corresponding revenues, at least until 2003, of which there can be no
assurance. This may result in our incurring a net operating loss which will
increase continuously until we achieve profitability. Revenues and profits, if
any, will depend upon various factors, including market acceptance of our
products, market awareness and general economic conditions. There is no
assurance that we will achieve our expansion goals and the failure to achieve
such goals would have an adverse impact on us.

Additional Financings will be Required. We are in discussions with investment
bankers and others to provide or assist in providing additional financing.
However, as of the date of this Report, we do not have any written commitments
for any financing, and no assurance can be given that we will obtain any
additional financing. The failure to infuse additional capital into our Company
may force management to curtail marketing expenditures and product
introductions, which may affect our ability to fully implement our business plan
described herein.

Our Success is Dependent Upon the Management of Growth. Successful
implementation of our business plan will expose us to increased competition,
greater overhead, marketing and support costs and other risks associated with
entry into new markets and solicitation of new customers. We face all risks
which are associated with any new business, such as under-capitalization, cash
flow problems, and personnel, financial and resource limitations, as well as
special risks associated with our proposed operations. To manage growth
effectively, our management will need to implement and continue to improve and
expand operational, financial and management information systems and to expand,
train, motivate and manage employees. Should we be unable to manage growth
effectively, our results of operations could be adversely affected.

We Have Not Paid Dividends on our Common Stock and do not Anticipate the Payment
of Dividends in the Future. No dividends have been paid on our shares of Common
Stock and management does not anticipate the payment of cash dividends in the
foreseeable future. If operations become profitable, it is anticipated that, for
the foreseeable future, any income received therefrom would be devoted to future
operations and that cash dividends would not be paid to shareholders.

The Success of Our Operations is Dependent Upon Management. Our success is
dependent upon the efforts and abilities of our Chief Executive Officer,
Christopher Salmonson. The loss of the services of Mr. Salmonson would likely
have a significant, material adverse affect on our operations. As of the date of
this Report, we have not obtained life insurance or key man insurance policies
for any member of management. However, there are no assurances that, even with
such insurance in place, any damages incurred by us due to loss of the services
of Mr. Salmonson will be sufficient to mitigate any damages to us.

We believe that it will be necessary to increase our permanent sales, marketing
and administrative staff in order to implement our business plan. Although we
believe that necessary additional personnel to staff us is available, there can
be no assurance that we will be successful in assembling an effective staff in a
timely manner, particularly as we face considerable competition from other
companies for such personnel. There can be no assurance that we will be able to
attract and retain additional qualified personnel, and any inability to do so
could have a material adverse affect on us.

Issuance of Future Shares May Dilute Investors Share Value. Our Articles of
Incorporation, as amended, authorizes the issuance of 350,000,000 Common Shares,
$.01 par value per share, and 20,000,000 Preferred Shares, $.01 par value per
share. As of the date of this Report, there are 161,433,208 shares of Common
Stock issued and outstanding. The future issuance of all or part of the

                                                                               5
<PAGE>

remaining authorized Common Stock may result in substantial dilution in the
percentage of Common Stock held by our then existing shareholders. Moreover, any
Common Stock issued in the future may be valued on an arbitrary basis by our
Board of Directors. The issuance of shares for future services or acquisitions
or other corporate actions may have the effect of diluting the value of the
shares held by investors, and might have an adverse effect on our trading
market.

There is a Limited Market for Our Common Stock. Currently, our Common Stock
trades on the National Association of Securities Dealers Automated Quotation
System Over-the- Counter Bulletin Board (the "NASDAQ Bulletin Board"). By its
nature, the NASDAQ Bulletin Board is a limited market and investors may find it
more difficult to dispose of our securities which are owned by them.

Our Common Stock is Classified as a "Penny Stock," which has Adverse Effects.
The Securities and Exchange Commission has adopted Rule 15g-9, which established
the definition of a "penny stock," for purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require:

(i) that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience and objectives of the person; and (ii)
make a reasonable determination that the transactions in penny stocks are
suitable for that person and that person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets forth the basis on
which the broker or dealer made the suitability determination; and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks of investing in
penny stock in both public offering and in secondary trading, and about
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.

The foregoing required penny stock restrictions currently apply to our Common
Stock. If our Common Stock is ever approved for listing on a national stock
exchange, it would have certain price and volume information provided on a
current and continuing basis. While it is management's intention to have our
Common Stock approved for trading on a national stock exchange in the future, we
currently do not qualify under the various listing criteria for such listing.
There can be no assurances that any of our securities will qualify for exemption
from these restrictions in the future. Because our Common Stock is subject to
the rules on penny stocks, the market liquidity for our Common Stock has been
severely adversely affected.


History

We were organized under the laws of the State of Florida on July 6,1993 under
the name International Pizza Corporation. On October 30, 1995, we changed our
name to QPQ Corporation, and on November 4, 1997, we changed our name to
Regenesis Holdings, Inc. On October 13, 2000, we changed our name to FuelNation
Inc.

We were originally formed to develop and operate Domino's Pizza outlets in the
Republic of Poland, through a wholly owned subsidiary, Pizza King Polska SP
z.o.o. From August 1995 through September 3, 1997, we also operated medical
centers offering primary care medical services and medically supervised weight
loss programs, through a wholly owned subsidiary, QPQ Medical Centers, Inc.

Pursuant to an agreement dated May 23, 1997, we transferred our interest in
Pizza King, as well as certain related assets, to an unaffiliated party in June
1997. Also in June 1997, we sold certain of our operating weight loss centers,
and on September 3, 1997, we sold our interest in QPQ Medical, all to an
unaffiliated party.

On March 18, 1999, we acquired all of the operating assets of NetDisc, Inc.
("NetDisc") in exchange for 10,000 shares of our common stock. NetDisc is
engaged in Internet advertising, and developed CD Rom/Internet technology, which
directs users to the websites of advertisers. NetDisc did not generate any
operating revenues for the year ended December 31, 1999. We assumed none of
NetDisc's liabilities. As of the date of acquisition, NetDisc had work in
progress for the Road & Track magazine insert and minimal assets. At the present
time there is no activity regarding NetDisc.

On August 8, 1997, we affected a reverse split of our outstanding common stock
at the rate of 1:20, and on September 17, 1997, we affected a reverse split of
our outstanding common stock at the rate of 1:3. The information in this Report
gives retroactive effect to such recapitalizations.

                                                                               6
<PAGE>

Triad's Acquisition of a Controlling Interest in our Company

On October 13, 2000, Triad Petroleum, LLC ("Triad") and the owners of Triad
Petroleum, LLC as a group acquired 96% of the voting equity of our company
pursuant to the terms of a Share Sale and Contribution Agreement (the
"Agreement") dated September 14, 2000. According to the Agreement, we agreed to
issue a total of 94,000,000 shares of common stock and 5,000,000 shares of newly
designated Series D Preferred stock, convertible into 50,000,000 shares of
common stock, in exchange for the assignment of all of the rights, title,
interest, marketing rights, patent rights, royalty rights, and any other rights
in the Intellectual Property and technology, and any related trademarks and
service marks (or applications made thereby) Triad may have had with regard to
said Intellectual Property. As a result, we currently are a development stage
company which provides real time e-commerce communications and energy services.

In connection with the closing of the Triad transaction, our former chairman of
the Board of Directors, Russell Adler, placed approximately 1,260,000 shares of
our common stock owned by him into an escrow account. The purpose of the escrow
account was to ensure the satisfaction of certain of our pre-closing
liabilities, as well as any claims asserted against us for the issuance of
shares of our common stock (provided that such pre-closing liabilities or claims
arise out of certain transactions entered into prior to October 13, 2000). On
October 25, 2000, we used all of the proceeds of a $340,000 payment from Triad
to satisfy a portion of such liabilities and, pursuant to the terms of the
escrow agreement with Mr. Adler, we received 340,000 shares of our common stock
for cancellation. Mr. Adler has the right to use any of these shares held in
escrow to settle creditors claims at any time prior to our settling such claims.
In addition, prior to our selling Mr. Adler's shares to a third party or using
Mr. Adler's shares to settle claims, Mr. Adler has forty-eight hours to purchase
such shares on the same terms and conditions as such third party sale, except
for the $340,000 of claims that have been settled. As of December 31, 2000, an
additional 410,000 shares were released from escrow in order to satisfy third
party claims for our common stock. Approximately 500,000 shares remained in
escrow. As of December 31, 2000, approximately $149,500 of liabilities of
Regenesis remained outstanding that we are left to pay and settle.

In November 2000, Triad converted 5,000,000 shares of Series D Preferred Stock
into 50,000,000 shares of common stock. In October 2000, we filed amendments to
our Articles of Incorporation, changing our name to FuelNation Inc. and
increasing the number of authorized shares of common stock to 350,000,000 shares
from 100,000,000 shares and increasing the number of authorized shares of
preferred stock to 20,000,000 shares from 10,000,000 shares. No changes were
made to the par value per share of the common or preferred stock.

In May 2000, Triad, one of our majority shareholder, entered into an agreement
to acquire the operating businesses of Wilmoth Oil Company and its affiliates, a
large Midwest fuel distribution company (herein referred to as the "Wilmoth
Transaction") for a total price of approximately $29,000,000. While the sellers
agreed to extend the anticipated closing until March 31, 2001, FuelNation was
unable to raise funds sufficient to consummate such transaction, and on April 7,
2001 both parties agreed to terminate the transaction.

In December 2000, we completed the successful installation and demonstration of
our Rack to Retail (R2R(sm))technology at The Bahrain National Oil Company,
located in the country of Bahrain in the Persian Gulf. This installation will be
used to generate sales in the middle east and not to derive income for us. In
addition, we filed for commercial registration in the country of Bahrain which
is pending upon the opening of a staffed office in Manama, Bahrain. An affiliate
of the company Fuel America, controlled by our CEO, has guaranteed all of the
obligations in Bahrain, on our behalf pursuant to a written corporate guarantee
and stock pledge agreement. Our total exposure to date is approximately
$100,000. We have setup a server and database network at BATELCO (the local
telecommunications company) in Manama, Bahrain. This installation is established
for the direct relationships of oil producers. The Bahrain National Oil Company
will be our show case facility to the middle east. We must complete the network
installation, commercial registration and staffing of an office in Manama,
Bahrain.

Our management has close ties and working relationships with some of the largest
oil producers in the Middle East and the Far East. Upon receipt of applicable
funding, of which there can be no assurances, we intend to staff and continue
marketing our services for automation to the following companies in the Middle
East during the end of the 2002 calendar year:

Saudi Arabian Oil Company: ("Saudi Aramco")

- Government owned
- Financial information not disclosed

It is the world's number one oil producer, supplying 11 percent of the world's
oil demand. This company controls reserves of about 259 billion barrels (about
25 percent of the world's total and 12 times U.S. reserves). It extracts about 8
million barrels a day, operates refineries, markets oil internationally, and
distributes it domestically. Saudi Aramco owns a fleet of oil tankers and
invests in refineries and distribution networks in other countries. It also owns
204 trillion cubic feet of gas reserves. The company dates back to 1933, when
Saudi Arabia agreed to open up a large area of that country for exploration by
Standard Oil of California (now Chevron). (Hoovers, 2000)

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<PAGE>

We are also pursuing a contract with Saudi Aramco to automate the deliveries and
payment of jet fuel. These contract negotiations are being conducted by our
director, Sheikh Isa Mohammed Isa Alkhalifa. Saudi Aramco is one of the largest
jet fuel suppliers in the world. We anticipate pursuing these contract
negotiations aggressively during the end of the 2002 calendar year. There can be
no assurances that we will obtain this contract.

National Iranian Oil Company

- Government owned
- Financial information not disclosed
- Located in Tehran, Iran

Sitting on a deep reservoir of oil reserves, Iran shares its oil with the world
through the government-owned National Iranian Oil Company ("NIOC"), OPEC's
number two oil producer behind Saudi Aramco. NIOC produces about 3.5 million
barrels of oil per day from its 90 billion barrels of proved reserves (9 percent
of the world's total). It also has natural gas reserves of 812 trillion cubic
feet. NIOC exports account for about 50 percent of government revenues and 80
percent of its hard currency earnings. Iran has had little exploration activity
over the past 30 years, but that is changing as firms from several countries
including Canada, France, Italy, Malaysia and the United Kingdom have ignored
U.S. Government sanctions to sign development agreements. (Hoovers, 2000).

On or about December 1, 2000, we retained Veritas Venture Labs, LLC to perform
consulting services for us pursuant to a written consulting agreement. Based in
Boston, Massachusetts, Veritas Ventures Lab, LLC is owned and/or controlled by
Edwin Ruh, one of our directors. Pursuant to two separate consulting agreements,
Veritas was paid $221,000. See "Part II, Item 12, Certain Relationships and
Related Transactions," below.

We have established strategic relationships with several of the service and
equipment providers listed below. We either communicate with their equipment,
software, jointly market certain clients together or use their services for our
product offering. We hope and expect that our relationship with these entities
will continue to be enhanced during 2001 and thereafter.

In February 2000, we entered into an agreement with Tower Communications, the
parent company for Echosat, to jointly establish a new company. This new entity
will engage solely in the business to provide for the installation of a
satellite data transmissions, networks, together with a special box that will
therefore enable the transmitting of information through the network to a main
station. Accordingly, there will no longer be the need to have any computer
technology at each point of sale system. As of the date of this Report, we have
not yet formed this new company, but intend to establish this entity by July
2002. Information will be processed over the network for numerous purposes,
including the following:

                  A. Reporting all sales.
                  B. Monitoring pricing of fuel.
                  C. Re-ordering of inventory.
                  D. Potentially providing numerous accounting functions,
                     including a general ledger
                  E. Credit card processing.

Echosat Communications Group, Inc. is a full-service provider of digital
satellite communications services for the multi-site retail market and other key
industries. The company provides high- speed VSAT communications facilities,
point-of-purchase data collection and management systems, in-store radio
networks, commercial sound systems, and other related products and services.

Echosat is the world's first equal opportunity satellite service, bringing
together a multitude of synergistic applications designed to offer leading-edge
satellite technology under a single dish/single vendor solution.

Intralight Software, Inc. provides retailers of all sizes with the following
services: proprietary client-server back & home office software, interfaced
enterprise-level accounting software, POS integration, price book, scanning,
OLAP services, FRX financial reporting, wholesale integration, e-commerce,
supplier connectivity, hardware solutions, complete software security (128 bit),
applications hosting, implementation services, IT services, accounting and
payroll services, data backup, and data warehousing services, all using the
latest Microsoft and web technology, and provided at a fixed monthly expense.

Intralight saves clients thousands of dollars each month by eliminating the need
for clients to employ information processors, accountants, and IT personnel; and
by eliminating the large up- front investment for software, hardware, and other
outsource services. Intralight's clients may purchase, finance, or rent all
solutions for a single monthly expense. No up-front purchase is required.

Intralight signed a marketing and licensing agreement with us in July 2000.
There are currently 10 locations installed with Intralight and their clientele.
We intend to aggressively market the clientele of Intralight during the end of
the 2001 calendar year. We will not be showing income from this relationship
until 2001.

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Lantronix, Inc. designs, develops and markets products that enable almost any
electronic device to be controlled, configured or reprogrammed over the Internet
and/or intranets. It's products connect these electronic devices to the Internet
and/or intranets by using the infrastructure already in place to connect
businesses and homes to the Internet, including fiber optic, Ethernet and
wireless connections. These products connect electronic devices to its device
servers and multiport device servers. The device servers are used to network
enable single devices while its multiport device servers are used to network
enable multiple devices simultaneously. These products are fully integrated
systems that contain memory, processors, operating systems, software
applications and communication ports. By utilizing these products, users can
gain instant access to critical information, manage and control devices with no
time lag over the Internet or other networks.

Lantronix provides the hardware which allow us to connect to existing equipment.
There is no exclusivity in our relationship with Lantronix, only non-compete and
non-disclosure's relating to our programming code. We have enjoyed a very good
working relationship with Lantronix and anticipate continuing our relations with
them during 2001.

The Pinnacle Corporation is the leading supplier of automation technology to the
convenience store and petroleum industries. Pinnacle's strength in these
industries assures a reliable, established vendor with a commitment to its
customers and the industries it serves.

We have written programming code to allow existing Pinnacle users to communicate
to their software packages using our network. As of the date of this Report, we
have not actively marketed this solution. Pinnacle/Fuel Smart Fuel Accounting is
a comprehensive, integrated fuel operations, accounting and management
information system that automates fuel buying, storing, sales quoting,
dispatching, inventory management, billing, tax reporting, and
credit/collections. A windows based client/server application designed and
optimized for the predominant, mainstream local area network operating
environments-Microsoft Windows NT or Novell Netware. Fuel Smart has been
specifically engineered to handle the complexities and loads associated with
large, multi-state, multi- brand, multi-company operations. Fuel Smart is
designed for both wholesale and retail operations

Storepoint Software, from Retalix, is the enterprise-wide solution for
convenience stores and travel centers. Retalix Limited, formerly known as Point
of Sale Limited, provides enterprise-wide open software solutions, predominantly
for the food retailing industry, which are targeted at improving store
operations, reducing costs and increasing employee productivity. Its products
have been installed in over 15,000 stores across 41 countries worldwide. It
markets its solutions to supermarkets, convenience stores and restaurants
through direct sales, OEMs, local dealers and through its United States
subsidiary, Storepoint, Inc. Its software solutions cover a wide range of retail
applications, including easy-to-use, comprehensive point-of-sale and back office
store systems that may be combined with our corporate host system. Products are
marketed under the POSware, Positive, HeadOffice and CyberShopper product lines.

We signed a joint marketing agreement with Storepoint in April 2000 for the
joint marketing of fuel automation. Currently, we have been offering our
services at major trade shows from the Storepoint booth. As of the date of this
Report, we have not generated any contracts from this effort, but we are
currently negotiating contracts with various entities. While no assurances can
be provided, we anticipate that we will sign contracts to provide services to
third parties during 2002.

Veeder-Root is the world's leading supplier of automatic tank gauging and fuel
management systems and one of the few companies in the industry to design,
manufacture and service its own products. Veeder-Root presently has
tank-monitoring systems in more than 500,000 underground storage tanks around
the globe. Headquartered in Simsbury, Connecticut, it employs more than 600
people worldwide. Tank gauging systems are manufactured in the company's ISO
9000 certified 160,000 square-foot facility in Altoona, Pennsylvania.
Veeder-Root products are available through more than 200 distributors in North
America. With subsidiaries in the United Kingdom and Brazil and sales offices
throughout the world, Veeder- Root's systems have been installed across Europe,
Asia, and South and Central America.

Veeder-Root products and services are being used to meet the regulatory
compliance and business management requirements of major oil companies, large
truck fleets, car rental companies, airports, package delivery companies,
federal, state and local governments, public utilities, industrial companies,
and thousands of small underground and aboveground storage tank owners. We are
currently joint marketing with Veeder-Root on select clients for complete
automated solutions for Veeder-Root clients.

Together with Veeder-Root, we are jointly marketing the FuelNation solution to
existing and potential Veeder-Root clients. Currently, we have jointly installed
several beta sites at a large petroleum marketer in Tampa, Florida and have
received notification to install additional sites. While no assurances can be
provided, we expect this beta site and several other installations with
Veeder-Root to begin generating revenues during 2001.

Subsequent Events

In March 2001, the Company signed a placement agent's retention agreement with
Westminster Securities Corporation, 100 Park Avenue, New York, for an
Underwritten Offering of up to $100,000,000 to be arranged through one of its
institutional clients. The offering when committed to, would have a term of
24months from the date of the Registration Statement, and would provide for
monthly draw-downs. Warrants would be issued to the purchaser numbering 4% of
the commitment amount, in addition to other terms, conditions, and Underwriter's

                                                                               9
<PAGE>

requirements. Once the transaction is consummated and is funding, the Company
would compensate Westminster Securities Corporation under terms and conditions
that are typical and customary for such transactions

Industry Analysis

Currently, we believe the petroleum marketing industry is technologically
laggard compared to other industries, in that it is failing to take advantage of
existing technological capabilities. For example, it is possible to receive a
stock quote anywhere in the world in a matter of seconds, but many fuel
distributors still have to manually read fuel gauges to measure their current
fuel supply. Although this is partly due to the profitable nature and constant
demand for petroleum products, there has not been any significant sense of
urgency to make technological upgrades.

There is currently 1.1 trillion gallons of refined fuels that need to be tracked
and accounted for globally. The industry wastes several cents per gallon that
get passed through to the consumer. For every one (0.01) cent per gallon saved
in manual processes from the 1.1 trillion gallons of refined fuels annually,
there would be an $11 billion savings annually for every penny in efficiencies.

The petroleum marketing industry has struggled to integrate new technology to
automate manual work processes. Traditionally, technologies and services that
improve margins and reduce inefficiencies have required the installation of
computer terminals, additional equipment, network changes, contract
renegotiations, etc. However, this approach has not been cost- effective and
requires frequent employee training. Due to the lack of a highly skilled
workforce, petroleum marketers have been seeking a cost-effective technological
solution that does not require computers, human intervention and time-consuming
employee training.

The oil producers and major oil companies currently track fuel with tracer
additives that currently cost in excess of twenty basis points (0.002) per
gallon for the tracer and an additional $0.01 to to $0.05 a gallon in management
and losses. This tracer is added to the fuel to make sure that a delivery of the
correct product is correctly marked at the location. Most of the major oil
producers and major oil companies we have visited have shown losses in excess of
$500,000,000 annually with the inability to track the fuel through the supply
chain and are inadvertently paying rebates on fuel that is not theirs. These
losses are in epidemic scale and have been increasing while margins keep
decreasing.

As an example, it is not uncommon for a petroleum marketer that supplies fuel to
50 independent retail locations to send and receive over 100 facsimiles per day
in addition to over 200 follow- up phone calls. The oil companies pay a third
party company to supply fuel pricing to the industry and the third party company
charges the industry to receive the information. Because there has not been a
way to track the sales remotely, oil companies pay rebates on fuel sold at the
retail location based upon the honor system. Vendors in the convenience stores
require the same honor system when it comes to pricing and rebates, because
there is no standard to automate the information. Billions of dollars are lost
annually in this industry because of manual processes and shrinkage. Although
the industry is trying to make changes to automate the tasks, the equipment is
not standardized in the industry and everyone wants to have the proprietary
solution, which complicates matters.

Competition

We are a business-to-business ASP, focused on the vertical industry of petroleum
marketing. We believe we are unique compared to most B2B ASPs in that we offer
B2B technology that is specifically designed for the petroleum marketing
industry, whereas most competitors offer technologies that are applicable across
multiple industries in order to maximize market opportunity. While our existing
technology could be utilized for other industries, our strategic plan is to
focus on the petroleum marketing industry in order to derive the highest revenue
growth possible.

The leading B2B ASP providers include, but are not limited to, Ariba,
CommerceOne, i2, PurchasePro, Ventro and Verticalnet. Most B2B ASPs offer
technologies and services related to procurement, supply-chain management,
financial services, logistics, eCRM, sell- side solutions, back-end integration
and enterprise resource planning ("ERP"). We, however, offer a supply-chain
gasoline inventory management system that contains enhanced services and
features, including reporting, that provides integration into back- end
administrative functions specifically for the petroleum marketing industry. The
system does not require desktop or laptop computers, but can be accessed through
an internet connection.

To date, no other B2B ASP offers a comparable supply-chain industry tool to the
petroleum marketing industry. Current competitors offer solutions that can be
applied across different industries, but they lack the capabilities offered by
us for the petroleum marketing industry. Given the explosive growth patterns
seen in the valuation, we hope to attract a great deal of attention in the B2B
space, which may lead to intense scrutiny once we officially launch our
products, which is expected to occur July 2002.

We anticipate either B2B ASPs or existing oil companies, or a combination of the
two, to scrutinize our products, attempt to replicate their offering and compete
directly with us. The estimated entry would be the third to fourth quarters
2002. By then, however, we hope to establish a market leadership position.
However, there can be no assurances we will be able to do so. We believe that if
we can establish long-term contracts with the terminal point of the distribution
network gas stations, it will be difficult for new entrants to supplant us.
However, there can be no assurances we are correct.

                                                                              10
<PAGE>

Many companies that could start to be competitors have longer operating
histories, substantially greater financial, technical, marketing or other
resources, or greater name recognition than we do. Our competitors may be able
to respond more quickly than we can to new or emerging technologies and changes
in customer requirements. Competition could seriously impede our ability to sell
additional services on terms favorable to us. Our potential competitors may
develop and market new technologies that render our existing or future services
obsolete, unmarketable or less competitive. Our potential competitors may make
strategic acquisitions or establish cooperative relationships among themselves
or with other e-commerce and business to business transaction service providers,
thereby increasing the ability of their services to address the needs of our
prospective customers. Our potential competitors may establish or strengthen
cooperative relationships with our current or future channel partners, thereby
limiting our ability to sell services through these channels. Competitive
pressures could reduce our market share or require the reduction of the prices
of our services, either of which could materially and adversely affect our
business, results of operations or financial condition.

While there are many potential competitors to our individual products, we
believe that we are the only competitor with a complete integrated package. We
compete in the processing business on the basis of certain factors, including:

- system reliability;
- product performance;
- breadth of service offering;
- ease of implementation;
- time to market;
- customer support; and
- price.

We believe that we presently compete favorably with respect to each of these
factors. However, the market for our services is still rapidly evolving, and we
may not be able to compete successfully against current and potential future
competitors.

Employees

As of the date of this Report, we have 5 full time employees assigned as
follows: 3 management/administrative, 2 Computer Engineer/developer. Our
operations are non-union. We have had no history of labor strikes or unrest. We
believe that our relations with our employees remains satisfactory. In addition,
our management believes that the available labor force in the geographic areas
where our facilities are located are sufficient to support the expansion
anticipated over the next 12 months.

Trademarks/Patents

We filed a trademark registration on May 25, 2000 for the name FUELNATION with
United States Department of Commerce (Patent and Trademark office), Serial
Number 76056889.

We filed a Service Mark registration on November 27, 2000 for the R2R service
name with United States Department of Commerce (Patent and Trademark office),
Serial Number 76171137.

Government Regulations

We are not subject to any extraordinary governmental regulations relating to our
business.


ITEM 2.  DESCRIPTION OF PROPERTY

Facilities. During the fiscal year ended December 31, 2000, we maintained our
principal place of business at 1700 N. Dixie Highway, Suite 125, Boca Raton,
Florida 33432. This location consisted of 1,800 square feet of executive office
space. We incurred a base monthly rent of $2,960 plus tax pursuant to a written
lease expiring in 2001.

Triad Petroleum, LLC, an affiliate of the Company currently leases such office
space from an affiliated party pursuant to the terms of a monthly lease.
Pursuant to an oral agreement between the Simmons Family Partnership, the owner
of such property, and Triad, Simmons Family Partnership has agreed to accrue and
defer all rent payments. Pursuant to an oral agreement between FuelNation and
Triad, FuelNation currently occupies such space along with Triad at no extra
cost. However, FuelNation has agreed to assume all liabilities with respect to
the rent owed to Simmons Family Partnership by Triad.

                                                                              11
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

In December, 1998 Regenesis filed a Complaint in the Circuit Court of the
Fifteenth Judicial Circuit in and for Palm Beach County, Florida entitled
Shulman & Associates, Inc., Manny J. Shulman, Franklyn B. Weichselbaum, Mitchell
Rubinson and Regenesis Holdings, Inc. v. Elizabeth Shwiff, Fincross, Ltd.,
Elpoint Corporation, Elpoint Co., L.L.C., Russian Securities Co., Gennady
Yakovlev, Oleg Pavlioutchouk and Maxim Shishlyannikov, Case No. CL 98-11409 AD,
for defamation and liable in connection with certain information released about
the Company.

In a collateral action, the predecessor Company was named in a lawsuit involving
several of the same parties in the United States District Court for the Northern
District of California in the matter entitled Elpoint Co., L.L.C., et al. v.
Mitchell Rubinson, et al., Case No. 99-1107 CRB. Although Regenesis was named as
an indispensable party, the allegations were in the nature of a shareholder
derivative claim and the plaintiffs sought no relief against Regenesis.

On May 19, 1999, a majority of the parties named in the aforementioned lawsuits,
including another California state court action entitled Elpoint, L.L.C., et al.
v. Mitchell Rubinson, et al., Case No. 301428, filed in the Superior Court,
attended mediation which resulted in a settlement which required, among other
things, the dismissal of all three lawsuits. Regenesis was not a named party in
the California state court action. Additionally, Regenesis is not obligated to
contribute financially to the settlement. Although, Regenesis did not attend the
mediation, Regenesis was an intended beneficiary of the settlement. Mitchell
Rubinson and Larry Rutstein, former officers of Regenesis, purportedly reserved
certain indemnification rights against Regenesis as part of the settlement and
notified Regenesis of such a reservation subsequent to their execution of the
settlement agreement. The Company cannot opine upon the validity of such claims
as no action has been filed against the Company in that regard. However, the
Company would vigorously defend any such claims in the event they are filed.

On December 16, 1999, the Judge presiding over the Superior Court of California
state court action entered an order granting the plaintiff's motion to enforce
the settlement under California Code of Civil Procedure ss. 664.6. No further
action has transpired concerning this one and the Company believes that no
further action is required.


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

In November 2000, the Company sought and obtained the consent of a majority of
the holders of the Company's common stock pursuant to a consent solicitation
dated November 2, 2000 with regard to: (A) an amendment to FuelNation Inc's
Articles of Incorporation increasing the Company's authorized capital stock from
110,000,000 to 370,000,000 and (B) the election of three members of the Board of
Directors to hold office until the next Annual Meeting of shareholders and until
their successors have been elected, Russell Adler and Joel Brownstein continued
on as directors.

As a result, Christopher Salmonson, Robert Simmons and Shaikh Isa Mohamed Isa
AlKhalifa were added to the board of directors of the Company and the Articles
of Incorporation were amended to provide as follows:

         The aggregate number of shares of all classes of stock which the
         Corporation is authorized to have outstanding at any one time is
         370,000,000 shares, of which 20,000,000 shares shall be Preferred
         Stock, par value $.01 per share, issuable in one or more classes or
         series (the "Preferred Stock"), and 350,000,000 shares shall be Common
         Stock, par value $.01 per share (the "Common Stock"). All or any part
         of the Common Stock and Preferred Stock may be issued by the
         Corporation from time to time and for such consideration as the Board
         of Directors may determine. All of such shares, if and when issued, and
         upon receipt of such consideration by the Corporation, shall be fully
         paid and non-assessable.

                                                                              12
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock was traded on the OTC Bulletin Board under the symbol
"RGNS" until December 15, 1998, when it ceased trading due to its failure to
comply with the requirements of Rule 15c2-11. On June 30, 2000 the Company's
common stock resumed trading on the OTC Bulletin Board and on or about October
13, 2000, in accordance with the Company's name change to FuelNation Inc., the
symbol of the Company was changed to FLNT. The following table sets forth the
high and low bid quotations for the common stock for the periods indicated as
reported by Nasdaq. These quotations reflect prices between dealers, do not
include retail mark-ups, markdowns, commissions and may not necessarily
represent actual transactions.

         Period                                High            Low
         ------                                ----            ---

         First Quarter ended 3/31/99          $ N/A          $ N/A
         Second Quarter ended 6/30/99         $ N/A          $ N/A
         Third Quarter ended 9/30/99          $ 0.07         $ 0.05
         Fourth Quarter ended 12/15/99        $ 0.07         $ 0.05

         First Quarter ended 3/31/00          $ N/A          $ N/A
         Second Quarter ended 6/30/00         $ 1.25         $ 0.50
         Third Quarter ended 9/30/00          $ 2.50         $ 0.125
         Fourth Quarter ended 12/31/00        $ 2.375        $ 1.437


As of May 9, 2001 we had approximately 360 holders of record, not including
those persons who hold their shares in "street name.". The transfer agent for
our common stock is Continental Stock Transfer and Trust Company, 17 Battery
Place, 8th Floor, New York, New York 10004, telephone (212) 509-4000.

We have never paid cash dividends on our common stock and presently intend to
retain future earnings, if any, to finance the expansion of our business and do
not anticipate that any cash dividends will be paid in the foreseeable future.
The future dividend policy will depend on our earnings, capital requirements,
expansion plans, financial condition and other relevant factors.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
         OPERATION

The following discussion should be read in conjunction with our audited
financial statements and notes thereto included herein as well as the Annual
Report Form 10-KSB 2001. In connection with, and because we desire to take
advantage of, the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, we caution readers regarding certain forward looking
statements in the following discussion and elsewhere in this report and in any
other statement made by, or on our behalf, whether or not in future filings with
the Securities and Exchange Commission. Forward looking statements are
statements relating to future operations, strategies, financial results or other
developments and are not based on historical information. Forward looking
statements are necessarily based upon estimates and assumptions that are
inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change. If
any of these uncertainties or contingencies arise, our assumptions and estimates
could be false, which would likely affect actual results and could cause actual
results to differ materially and adversely from those expressed in any forward
looking statements made by, or on our behalf. We disclaim any obligation to
update forward looking statements.

RESULTS OF OPERATIONS

Comparison of Results of Operations for the fiscal years ended December 31, 2000
and 1999

FuelNation has only recently acquired the current rights to utilize its
technology in the fuel industry and is still in the early stages of developing
this opportunity. This makes the evaluation of its business prospects difficult.
All of the Company's potential products and services are in development, and
minimal revenues have been generated to date from sales. There can be no
assurance that any of the Company's potential products and services can be
successfully developed. FuelNation's technology has no historical results upon
which to forecast future operations. It is expected that business, operating
results and financial condition to be materially adversely affected if revenues
do not meet its projections.

                                                                              13
<PAGE>

The Company's inventory management system is a development stage technology.
Whether, and the manner in which, the market for its products and services will
grow is uncertain. The market for its products and services may be inhibited for
a number of reasons, including: (i) the reluctance of businesses to adopt the
products and services; alternative, competitive models to the Company's products
and services; (ii) the Company's failure to successfully market its products and
services to new customers; and (iii) the Company's inability to maintain and
strengthen its brand awareness.

We have not begun to generate revenues as of the date of this Report. Our
operating expenses during 2000 were $1,205,251 compared to $0 in 1999.

Because we have not generated any revenues as of the date of this Report, we
hereby submit our Plan of Operation pursuant to the requirements of Regulation
SB, promulgated under the Securities Act of 1933, as amended.

Plan of Operation

Our objective is to be the leading worldwide provider of real- time e-commerce
and business-to-business communications in the petroleum marketing industry. Our
vertical integration strategy is to purchase existing petroleum marketers,
transport companies, dealers and related facilities in key distribution markets.

We have developed proprietary technology that allows us to provide fully
integrated services relating to the inventory, sales, distribution and financial
reporting functions in the fuel industry. Marketed under the service mark
R2R(SM) ("Rack to Retail"), this technology completely automates and streamlines
the data collection processes for centralization, retrieval and integration of
inventory, financial and accounting information in the fuel industry.

The R2R(sm) technology is an inventory management system that allows multiple
point of sales, tank monitors, wireless PDA devices, Internet phones, automated
teller machines, back office software, price signs and numerous other equipment
manufacturers to integrate and seamlessly exchange data in an open architecture
environment without installing computer software. The R2R(sm) technology
includes a proprietary router box connected to an existing retail or wholesale
location, which automatically collects, integrates and distributes the data, in
various formats, to the customer at a centralized location. By utilizing this
technology, the pricing, monitoring of sales, inventory status and reordering of
fuel can be done remotely including through a remote apparatus such as a PDA. In
other words, from a distant location, an R2R(sm) customer can regularly monitor
fuel sales on a real-time basis as well as change the pricing at retail fuel
pumps to reflect current market conditions. Furthermore, the system enables the
automatic reordering of fuel based upon the actual volume of sales and remaining
quantity of fuel at the applicable pump.

The automated system serves as a significant mechanism for companies to monitor
their fuel sales, inventory, and costs. In addition, financial lenders can also
have access to the data in order to monitor the operations of their borrowers on
a real time basis. We expect to receive fees and/or royalty payments either on a
fixed basis per month or on a per gallon basis charge. We intend to license our
technology to service stations, truck stops and/or customers that are otherwise
involved in the distribution and sale of fuel.

We believe that our product offering is unique and is not available via any
other method. The industry is a very difficult market to penetrate and as such
we feel we have accomplished major milestones in the industry to date. We
originally started marketing our system to the major oil companies and felt this
would give us the immediate market share and the vertical integration we
desired. During our sales initiatives we discovered the following:

The oil companies main drive is gallons and market share. The oil companies
distribute their products through petroleum marketers, dealers and some company
owned stores. The oil companies require the petroleum marketers and the dealers
to use their credit card processors. This equipment for the credit card
processing is supplied through the oil company and paid by the petroleum
marketers and the dealers. The oil companies typically charge 3% processing fee
for the use of all credit cards on the network and offer their own branded
credit card processing for no charge. The majority of all of the credit card
processing is Visa and MasterCard and therefore the burden and costs are passed
down the food chain to the petroleum marketers and the dealers for the credit
card processing fees.

The reporting requirements of the industry are very labor intensive and the
burden is always passed down to the petroleum marketers and the dealers. New
equipment and programs are usually offered through the major oil companies to
the petroleum marketers and the dealers with a percentage of the offering always
being rebated back to the oil company. There are other alternative equipment and
service suppliers in the industry and they are limited on their entry to the
market by being approved and certified to operate on their credit-processing
network. Our approach is and will continue to be providing the industry with an
open architecture and shared information environment that allows entry to
virtually all equipment and service suppliers. Other industries have state of
the art communications and networks and first class accounting and reporting
packages. We believe the petroleum industry is behind the market by decades.Our
entry to the market is being focused on working with major petroleum marketers
and dealer networks. We have discovered that when several petroleum marketers
and dealers are very satisfied with your products and services and they request

                                                                              14
<PAGE>

the major oil companies to approve our products and services, they typically get
what they want. This process is not fast, but it is very effective. The oil
companies are starting to follow the lead of petroleum marketers and dealer
networks because they see the efficiencies first hand. We feel confident the
industry will start to make significant changes to the manual processes and
allow a more open environment once they see others operating.

Given the magnitude of these fuel markets, we are currently focusing on B2B
applications and automating manual processes. We also intend to find one or more
partners to assist in retail sales of the R2R system. There are also multiple
advertising opportunities that we intend to pursue, including the displaying of
our logo at automated locations and on fuel transports.


Sales Strategy

Our products and services will be marketed through direct and indirect channels.
We intend to accomplish our direct selling in several ways, including:

- our web sites;
- direct sales by our own staff and technology partners;
- affiliate programs;
- original equipment manufacturers; and
- tradeshows.

For our indirect sales efforts, we will use independent resellers. Reseller
organizations can offer all of our services. These third party sales
organizations are already involved in marketing to the petroleum industry. Those
in the reseller program purchase our services at a discounted rate and then
re-sell them to their clients. They can either use us to bill their customers
for these services or invoice their customers under their own name.

For resellers, we believe the key element is residual, transaction-based income.
Resellers that manage the entire transactions will receive a per transaction
fee, plus sign-up fees if the reseller uses our suggested retail pricing. Many
resellers actually charge higher prices when the market will bear it. The use of
resellers allows us to leverage our resources to maximize revenues. By working
with companies as resellers, we strategically develop an outside sales
organization that already has sound, existing relationships with merchants.
These resellers recognize that income derived from our installation fees and
recurring transaction charges provide them with significant revenue potential.
Most competitors sell products using a direct sales force.

We will use a variety of marketing activities to increase market awareness of
our services and educate our target audience. In addition to building awareness
of our brand, our marketing activities focus on generating leads for our sales
efforts. To build awareness and attract new merchants we conduct marketing and
partnership programs including advertising, public relations activities,
referral programs, co-branded initiatives, virtual seminars and trade shows.

Our vertical integration strategy is to purchase existing petroleum marketers
and dealers in key distribution markets. We will focus upon the complete
automation of these companies and allow them to continue to operate and
consolidate additional marketers in their markets. This approach has been
received very favorably and we are in negotiations with several very large
marketers on this strategy. However, there can be no assurances that these
negotiations will result in our obtaining contracts, or if we obtain these
contracts, we will become profitable. If we acquire these entities, the
marketers will continue to operate their companies as wholly owned subsidiaries
of our Company and we will provide the high-speed networks and communications to
their existing facilities and equipment. Our current tests on petroleum
marketers to date have shown increases in EBIDTA approaching 30% with the
increased efficiencies in automating manual processes, less shrinkage, improved
buying power.

Data Centers and Network Access

Our data center in the United States is located at leased facilities at Echosat
in Lexington, Kentucky. A data center is a facility containing servers, modem
banks, network circuits and other physical equipment necessary to connect users
to the Internet. The data center has multiple levels of redundant connectivity
to the Internet, back-up power, fire suppression, seismic reinforcement and
security surveillance 24 hours a day, 7 days a week. The current base monthly
rent is $2,000 per month, on a month to month basis.

Our data center in the Middle East is currently located at leased facilities at
BATELCO in Manama Bahrain. A data center is a facility containing servers, modem
banks, network circuits and other physical equipment necessary to connect users
to the Internet. The data center has multiple levels of redundant connectivity
to the Internet, back-up power, fire suppression, seismic reinforcement and
security surveillance 24 hours a day, 7 days a week. The current base monthly
rent is $7,000 per month, on a month to month basis.

The technology underlying our e-commerce and Business-to- Business transaction
services provides the following benefits:

                                                                              15
<PAGE>

Scalability. Our services allow us to deliver consistent quality of service as
transaction volumes grow, and to handle daily and seasonal peak periods. As a
result, we do not have to expand these areas of their transaction-processing
infrastructure as their businesses grow.

High reliability. Our systems are engineered to provide high reliability, and we
provide transaction processing and support 24 hours a day, 7 days a week.

Secure messaging. All communications between our system are facilitated by an
encrypted protocol.

Real-time responses. Because our services enable online e- commerce and
Business-to-Business transactions in real-time, clients can improve their level
of customer satisfaction and reduce their support costs by avoiding delayed
responses and minimizing the need for follow-up communications.

Product Development

Our Florida-based product development team is responsible for the design,
development, testing and release of our core software and services. We have a
well-defined software development methodology that we believe enables us to
deliver services that satisfy real business needs for the global market while
meeting commercial quality expectations. We emphasize quality assurance
throughout our software development lifecycle. We believe that a strong emphasis
placed on analysis, design and rapid prototyping early in the project lifecycle
reduces the number and costs of defects that may be found in later stages. Our
development methodology focuses on delivery of product to a global market,
enabling localization into multiple languages, multi-currency payment
processing, global fraud detection, and local regulatory compliance from a
single code base.

When appropriate, we utilize third parties to expand the capacity and technical
expertise of our internal product development organization. On occasion, we have
licensed third-party technology that we feel provides the strongest technical
alternative. We believe this approach shortens time-to- market without
compromising our competitive position, product quality or service.

Manufacturing

We do not have the capacity to manufacture the router devices and have used
contract manufacturers for the devices made to date. For the foreseeable future,
we intend to continue to use contract manufacturers for the router device. We
believe that there are multiple vendors and manufacturers available and that we
will not rely on any one source.

Intellectual Property

Our success depends upon our proprietary technology. We rely on a combination of
patent, copyright, trademark and trade secret rights, confidentiality procedures
and licensing arrangements to establish and protect our proprietary rights.

As part of our confidentiality procedures, we generally enter into
non-disclosure agreements with our employees, distributors, and corporate
partners and into license agreements with respect to our software, documentation
and other proprietary information. Despite these precautions, third parties
could reverse engineer, copy or otherwise obtain our technology without
authorization, or develop similar technology independently. While we police the
use of our services and technology through online monitoring and functions
designed into our products, an unauthorized third-party may nevertheless gain
unauthorized access to our services or pirate our software. We are unable to
determine the extent to which piracy of our intellectual property or software
exists. Software piracy is a prevalent problem in our industry. Effective
protection of intellectual property rights may be unavailable or limited in
foreign countries. We cannot assure you that the protection of our proprietary
rights will be adequate or that our competitors will not independently develop
similar technology, duplicate our services or design around any intellectual
property rights we hold.

Liquidity and Capital Resources

The Company's operations to date have consumed substantial amounts of cash. The
Company will need to raise substantial additional funds to continue its
operations. The Company intends to seek additional funding through public or
private financings, including equity financings. Adequate funds for these
purposes, whether obtained through financial markets, collaborative agreements
or other arrangements with corporate partners or from other sources, may not be
available when needed or on terms acceptable to the Company. Insufficient funds
may require the Company: to delay, scale back or eliminate some or all of its
product and services development programs; to license third parties to
commercialize products or technologies that the Company would otherwise seek to
develop itself; to sell itself to a third party; to cease operations; or to
declare bankruptcy. The Company's future cash requirements will be affected by
results of product development.

                                                                              16
<PAGE>

Trends

The United States petroleum marketing industry is estimated at $134.2 billion
dollars for 1999, with an anticipated size of $204.8 billion dollars by 2005,
assuming a 7.3 percent growth rate in gas consumption over 10 years. The number
of retail fuel outlets in the U.S., which was approximately 182,600 in 1998, is
estimated at 250,000 by 2005. According to U.S. Government figures, the total
demand for oil will increase to 112 million barrels per day with prices
remaining steady at $28 per barrel in the year 2020.

Our product has been installed and operational at several well established
leading petroleum companies in the United States as well as Manama, Bahrain for
the past one and one-half years. The product has been proven to be very
successful and profitable for the petroleum marketers during our development and
testing stage. We have studied and surveyed existing and potential customers for
a marketing strategy.

There can be no assurance that any of our potential products and services can be
successfully marketed. Our technology has no historical results upon which to
forecast future operations. It is expected that business, operating results and
financial condition to be materially adversely affected if revenues do not meet
our projections.

These trends taken together create a picture of opportunity for our future
growth. We anticipate that the vertical integration strategy will bode well for
our future, as activity along the entire value chain should increase not just in
the domestic sense but globally as well. However, there can be no assurances
that this will occur.

Inflation

Inflation has not had a significant impact on our results of operations and is
not anticipated to have a significant negative impact in the foreseeable future.
However, there is no assurance that inflation will not have a material adverse
impact on our future results of operations.


ITEM 7.  FINANCIAL STATEMENTS

Our financial statements required to be included in this Form 10-KSB A Amendment
No. 3 are appended hereto commencing on page F-1.

                                                                              17
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

To the Stockholders and the Board of Directors of FuelNation, Inc.
Davie, Florida

We have audited the accompanying balance sheet of FuelNation, Inc. [a
development stage company] as of December 31, 2000, and the related statements
of operations, changes in stockholders' equity [deficit], and cash flows for
each of the two years and the cumulative period ended December 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we 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. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FuelNation, Inc. [a development
stage company] as of December 31, 2000, and the results of its operations and
its cash flows for each of the two years and the cumulative period ended
December 31, 2000, 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 Note 3 to the
financial statements, the Company is in the development stage, has suffered
significant losses, and its operations provide little source of revenue at this
time. Management's plans in regard to these matters are also described in Note
3. The financial statements do not include any adjustments which might arise
from the outcome of these uncertainties.


                                       /s/ Moore Stephens, P.C.

                                       MOORE STEPHENS, P. C.
                                       Certified Public Accountants.



Cranford, New Jersey
--------------------

                                       F-1

                                                                              18
<PAGE>

FUELNATION, INC.
[A DEVELOPMENT STAGE COMPANY]

BALANCE SHEET


                                                              December 31,2000
                                                              ----------------

Assets:
Current Assets:
   Cash                                                         $     13,198
   Inventory                                                         553,623
   Due from Escrow Accounts                                          435,470
   Due from Affiliates                                               172,874
   Other                                                              40,415
                                                                ------------

   Total Current Assets                                            1,215,580
                                                                ------------

Property and Equipment:
   Office Furniture and Equipment and
     Computer Equipment - Net of Accumulated
     Depreciation of $23,276                                         209,479
                                                                ------------

Other Assets:
   Technology                                                        559,107
   Investments                                                       403,886
                                                                ------------

   Total Other Assets                                                962,993
                                                                ------------

   Total Assets                                                 $  2,388,052
                                                                ============


See Notes to Financial Statements.

                                       F-2

                                                                              19
<PAGE>

FUELNATION, INC.
[A DEVELOPMENT STAGE COMPANY]

BALANCE SHEET


                                                             December 31, 2000
                                                             -----------------

Liabilities and Stockholders' Equity [Deficit]:
Current Liabilities:
   Accounts Payable                                            $     375,404
   Accrued Liabilities                                               124,367
   Payroll and Taxes Payable                                         125,800
   Other Payables                                                    149,500
                                                               -------------

   Total Current Liabilities                                         775,071
                                                               -------------

Commitments                                                               --
                                                               -------------


Stockholders' Equity [Deficit]:
   Preferred Stock, $.01 Par Value,
     20,000,000 Shares Authorized;
     None Issued and Outstanding                                          --


   Common Stock, $.01 Par Value,
     350,000,000 Shares Authorized;
     154,919,647 issued and Outstanding                            1,549,197


   Additional Paid-in Capital                                      1,269,035

   Deficit Accumulated in the Development Stage                   (1,205,251)
                                                               -------------

   Total Stockholders' Equity [Deficit]                            1,612,981
                                                               -------------

   Total Liabilities and Stockholders'
     Equity [Deficit]                                          $   2,388,052
                                                               =============


See Notes to Financial Statements.

                                       F-3

                                                                              20
<PAGE>

FUELNATION, INC.
[A DEVELOPMENT STAGE COMPANY]
--------------------------------------------------------------------------------

STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                        Years ended              Cumulative
                                                        December 31,               During
                                                ----------------------------     Development
                                                    2000            1999            Stage
                                                ------------    ------------    ------------
<S>                                             <C>            <C>              <C>
Revenue                                         $         --    $         --    $         --
                                                ------------    ------------    ------------

Operating Expenses:
   Salaries and Wages Including Related Taxes        190,541              --         190,541
   Legal and Professional                            393,405              --         393,405
   Marketing and Promotion                           213,243              --         213,243
   Consulting Fees - Related Party                   221,162              --         221,162
   Depreciation                                       23,276              --          23,276
   Rent - Related Party                                6,413              --           6,413
   Other General and Administrative Expenses         147,211              --         147,211
   Research and Development Cost                      10,000              --          10,000
                                                ------------    ------------    ------------

   Total Operating Expenses                        1,205,251              --       1,205,251
                                                ------------    ------------    ------------

   Operating Loss                                 (1,205,251)             --      (1,205,251)
                                                ------------    ------------    ------------

Other Expenses:
   Other Expense                                          --              --              --
                                                ------------    ------------    ------------

   Total Other Expenses                                   --              --              --
                                                ------------    ------------    ------------

   Loss Before Income Taxes                       (1,205,251)             --      (1,205,251)

Income Taxes                                              --              --              --
                                                ------------    ------------    ------------

   Net Loss                                     $ (1,205,251)   $         --    $ (1,205,251)
                                                ============    ============    ============

Basic and Diluted Net Loss Per Common Share     $       (.01)   $         --
                                                ============    ============

Weighted Average Common Shares Outstanding       145,878,549     144,000,000
                                                ============    ============
</TABLE>


See Notes to Financial Statements.

                                       F-4

                                                                              21
<PAGE>

FUELNATION, INC.
[A DEVELOPMENT STAGE COMPANY]
--------------------------------------------------------------------------------

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY [DEFICIT]
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                           Deficit
                                      Series D                                                           Accumulated
                                   Preferred Stock                Common Stock            Additional       in the          Total
                             ---------------------------   ---------------------------      Paid-in      Development   Stockholders'
                                Shares         Amount         Shares         Amount         Capital         Stage         Equity
                             ------------   ------------   ------------   ------------   ------------   ------------   ------------

<S>                             <C>         <C>             <C>           <C>            <C>            <C>            <C>
Balance - December 31,
   1998                         5,000,000   $     50,000     94,000,000   $    940,000   $   (543,156)  $         --   $    446,844
                             ------------   ------------   ------------   ------------   ------------   ------------   ------------

Balance - December 31,
   1999                         5,000,000   $     50,000     94,000,000   $    940,000   $   (543,156)  $         --   $    446,844

October 2000 - Acquired
   Equity of Shell in
   Stock Acquisition                   --             --      6,066,466         60,665       (834,385)            --       (773,720)
October 2000 - Retirement
   of Common Stock in Lieu
   of Debt Paid by Related
   Party                               --             --       (340,000)        (3,400)         3,400             --             --
November 2000 - Conversion
   of Preferred Stock to
   Common Stock                (5,000,000)       (50,000)    50,000,000        500,000       (450,000)            --             --
December 2000 - Issuance
   of Common Stock in
   Private Placement
   Transaction                         --             --      5,193,181         51,932      3,093,176             --      3,145,108
Net Loss                               --             --             --             --             --     (1,205,251)    (1,205,251)
                             ------------   ------------   ------------   ------------   ------------   ------------   ------------

Balance - December 31,
   2000                                --             --    154,919,647   $  1,549,197   $  1,269,035   $ (1,205,251)  $  1,612,981
                             ------------   ------------   ------------   ------------   ------------   ------------   ------------
</TABLE>


See Notes to Financial Statements.

                                       F-5

                                                                              22
<PAGE>

FUELNATION, INC.
[A DEVELOPMENT STAGE COMPANY]
--------------------------------------------------------------------------------

STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                       Years ended             Cumulative
                                                       December 31,              During
                                                --------------------------    Development
                                                    2000           1999          Stage
                                                -----------    -----------    -----------
<S>                                             <C>            <C>            <C>
Cash Flows:
   Net Loss                                     $(1,205,251)   $        --    $(1,205,251)
   Adjustments to Reconcile Net Loss to Net
     Cash [Used for] Operating Activities:
     Depreciation                                    23,276             --         23,276

   Changes in Assets and Liabilities:
     [Increase] Decrease in:
       Inventory                                   (553,623)            --       (553,623)
       Due from Escrow Accounts                    (435,470)            --       (435,470)
       Due from Affiliates                         (232,981)            --       (232,981)
       Other                                        (30,415)            --        (30,415)
     Increase [Decrease] in:
       Accounts Payable                             240,732             --        240,732
       Accrued Liabilities                           38,459             --         38,459
       Payroll and Taxes Payable                    125,800             --        125,800
                                                -----------    -----------    -----------

   Net Cash - Operating Activities               (2,029,473)            --     (2,029,473)
                                                -----------    -----------    -----------

Investing Activities:
   Payments for Fixed Assets                       (232,755)            --       (232,755)
   Payments for Technology                         (112,263)            --       (112,263)
   Cash Received in Acquisition                       1,109             --          1,109
   Advances Toward Pending Acquisition             (402,724)            --       (402,724)
                                                -----------    -----------    -----------

   Net Cash - Investing Activities                 (746,633)            --       (746,633)
                                                -----------    -----------    -----------

Financing Activities:
   Net Proceeds from Issuance of Common Stock     3,145,108             --      3,145,108
   Payment of Loans Payable                        (100,000)            --       (100,000)
   Debt Restructuring                              (255,804)            --       (255,804)
                                                -----------    -----------    -----------

   Net Cash - Financing Activities                2,789,304             --      2,789,304
                                                -----------    -----------    -----------

   Net Increase in Cash                              13,198                        13,198

Cash - Beginning of Years                                --             --             --
                                                -----------    -----------    -----------

   Cash - End of Years                          $    13,198    $        --    $    13,198
                                                ===========    ===========    ===========
</TABLE>


See Notes to Financial Statements.

                                       F-6

                                                                              23
<PAGE>

FUELNATION, INC.
[A DEVELOPMENT STAGE COMPANY]
--------------------------------------------------------------------------------

STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------


Supplemental Disclosures of Cash Flow Information:

Cash paid during the year for:                                  Cumulative
                                                                   During
                                                                Development
                                        2000          1999         Stage
                                        ----          ----         -----

Interest                                 --            --            --

Income Taxes                             --            --            --




Supplemental Disclosures of Noncash
Investing and Financing Activities:

During the year ended December 31, 2000, the predecessor company, Regenesis,
issued options to purchase 216,000 shares of common stock for consulting
services which were valued at $10,800.

                                       F-7

                                                                              24
<PAGE>

FUELNATION, INC.
[A DEVELOPMENT STAGE COMPANY]
NOTES TO FINANCIAL STATEMENTS


[1]  Description of Business

Organization - FuelNation, Inc. was organized under the laws of the State of
Florida on July 6, 1993 under the name International Pizza Corporation. On
October 30, 1995, the Company changed its name to QPQ Corporation, and on
November 4, 1997, changed its name to Regenesis Holdings, Inc. On October 17,
2000, the Company changed its name to FuelNation, Inc.

Description of Development Stage Activities - FuelNation, Inc. [the "Company" or
"FuelNation"], a Florida corporation, located in Boca Raton, Florida has been in
the development stage since its reorganization on October 13, 2000. It is
primarily staged in the development of a proprietary software system which
collects and measures data dealing with liquid fuel.

Reorganization - The financial statements as of and for the year ended December
31, 2000 give effect to the acquisition agreement [the "agreement"] of
FuelNation, Inc. [formerly Regenesis Holdings, Inc. ["Regenesis"] with Triad
Petroleum, LLC ["Triad"]. The closing date of the agreement was October 13,
2000, however, for accounting purposes the transaction is treated as being
effective September 30, 2000. In connection with the agreement, Regenesis issued
94,000,000 shares of common stock and 5,000,000 shares of newly designated
Series D preferred stock, convertible into 50,000,000 shares of common stock to
the members of Triad. As a result of the agreement, the members of Triad will
own approximately 96% of the outstanding common stock of Regenesis. For
accounting purposes, the agreement is being recorded as a recapitalization with
the members of Triad as the acquirers. The 94,000,000 shares of common stock and
5,000,000 shares of Series D preferred stock are shown as outstanding for all
periods presented in the same manner as for a stock split. In November 2000, the
5,000,000 share of Series D preferred stock were converted into 50,000,000
shares of common stock. The members of Triad relinquished their entire rights
and ownership in the technology of the proprietary computer and software system
[the "Technology"] in exchange for such shares. The financial statements of the
Company reflect the results of operations of the development stage operations of
the Technology acquired from Triad and Regenesis from October 13, 2000 through
December 31, 2000. The financial statements prior to October 13, 2000 reflect
the development stage operations of the Technology acquired from Triad. Pro
forma information on this transaction is not presented as, at the date of this
transaction, Regenesis is considered a public shell and accordingly, the
transaction will not be considered a business combination. Concurrent with the
transaction, Regenesis Holdings, Inc. changed its name to FuelNation, Inc. No
adjustment of assets to "fair value" has been recorded.

[2]  Summary of Significant Accounting Policies

Cash and Cash Equivalents - Cash equivalents are comprised of certain highly
liquid investments with a maturity of three months or less when purchased. The
Company had no cash equivalents as of December 31, 2000.

Inventory - Inventory consists of technological components which will be used in
the Company's operations. Inventory is stated at the lower of cost [determined
by the First In, First Out ["FIFO"] method] or market.

Property and Equipment and Depreciation - Expenditures for improvements and
additions are capitalized at cost while expenditures for normal repairs and
maintenance are charged against income as incurred. Depreciation and
amortization are provided primarily using the straight-line method over
estimated useful lives as follows:

         Office Furniture and Equipment         5 Years
         Computer Equipment                     5 Years

During 2000 and 1999, depreciation expense was $23,276 and $ 0 respectively.

Concentration of Credit Risk - Financial instruments which potentially subject
the Company to concentrations of credit risk consist of cash and cash
equivalents. The Company places its cash with a high credit quality financial
institution, and as a result feels its exposure to such credit risk is limited.
At December 31, 2000, the Company had no amounts in the financial institution in
excess of FDIC insurance limits.

Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Impairment - Long-lived assets of the Company are reviewed at least annually as
to whether their carrying value has become impaired pursuant to Statement of
Financial Accounting Standards ["SFAS"] No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No 121
requires long-lived assets, if impaired, to be remeasured at fair value,
whenever events or changes in circumstances indicate that the carrying amount of
the asset may not be recoverable.

                                                                              25
<PAGE>

FUELNATION, INC.
[A DEVELOPMENT STAGE COMPANY]
NOTES TO FINANCIAL STATEMENTS, Sheet #3


[2]  Summary of Significant Accounting Policies [Continued]

Management also reevaluates the periods of amortization of long-lived assets to
determine whether events and circumstances warrant revised estimates of useful
lives.

Capitalized Technology Costs - Capitalization of technology costs, including
computer software development costs begins upon the establishment of
technological feasibility. Technological feasibility for the Company's
technology is generally based upon achievement of a detail program design free
of high risk development issues. The establishment of technological feasibility
and the ongoing assessment of recoverability of capitalized technology costs
requires considerable judgement by management with respect to certain external
factors, including, but not limited to, technological feasibility, anticipated
future gross revenues, estimated economic life and changes in software and
hardware technology.

Amortization of capitalized technology costs commences when the related products
become available for general release to customers. Amortization is provided on a
product by product basis. The annual amortization is the greater of the amount
computed using (a) the ratio that current gross revenues for a product bear to
the total of current and anticipated future gross revenues for that product or
(b) the straight-line method over the remaining estimated economic life of the
product.

The Company periodically performs reviews of the recoverability of such
capitalized technology costs. At the time a determination is made that
capitalized amounts are not recoverable based on the estimated cash flows to be
generated from the applicable technology net realizable value, any remaining
capitalized amounts are written off.

Information related to capitalized technology costs applicable to continuing
operations is as follows:

                                                          Years ended
                                                          December 31,
                                                   -------------------------
                                                      2000           1999
                                                   ----------     ----------

     Beginning of Year                             $       --     $       --
     Capitalized                                      559,107             --
                                                   ----------     ----------

        Totals                                     $  559,107     $       --
        ------                                     ==========     ==========


Advertising Expense - It is the Company's policy to expense advertising costs as
incurred. Advertising expense in 2000 and 1999 was $213,243 and $0,
respectively.

Income Taxes - Pursuant to SFAS No. 109, "Accounting for Income Taxes," income
tax expense [or benefit] for the year is the sum of deferred tax expense [or
benefit] and income taxes currently payable [or refundable]. Deferred tax
expense [or benefit] is the change during the year in a company's deferred tax
liabilities and assets. Deferred tax liabilities and assets are determined based
on differences between financial reporting and tax basis of assets and
liabilities, and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse.

Income [Loss] Per Share - Basic earnings [loss] per share is computed by
dividing income [loss] available to common stockholders by the weighted average
number of common shares outstanding during the period. SFAS No. 128 also
requires a dual presentation of basic and diluted earnings per share on the face
of the statement of operations for all companies with complex capital
structures. Diluted earnings per share reflects the amount of earnings for the
period available to each share of common stock outstanding during the reporting
period, while giving effect to all dilutive potential common shares that were
outstanding during the period, such as common shares that could result from the
potential exercise or conversion of securities into common stock.

                                                                              26
<PAGE>

FUELNATION, INC.
[A DEVELOPMENT STAGE COMPANY]
NOTES TO FINANCIAL STATEMENTS, Sheet #4


[2]  Summary of Significant Accounting Policies [Continued]

The computation of diluted earnings per share does not assume conversion,
exercise, or contingent issuance of securities that would have an antidilutive
effect on per share amounts [i.e., increasing earnings per share or reducing
loss per share]. The dilutive effect of outstanding options and warrants and
their equivalents are reflected in dilutive earnings per share by the
application of the treasury stock method which recognizes the use of proceeds
that could be obtained upon exercise of options and warrants in computing
diluted earnings per share. It assumes that any proceeds would be used to
purchase common stock at the average market price during the period. Options and
warrants will have a dilutive effect only when the average market price of the
common stock during the period exceeds the exercise price of the options or
warrants. The Company's options and warrants were not included in the
computation of loss per share for 2000 and 1999 because to do so would have been
antidilutive for these years. See Note 7 for a detail of options and warrants
that could potentially dilute future earnings per share.

Stock-Based Compensation - The Company follows Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" [APB No. 25] with
regard to the accounting for its employee stock options. Under APB No. 25,
compensation expense is recognized only when the exercise price of options is
below the market price of the underlying stock on the date of grant. The Company
applies the provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation" to non-employee stock-based compensation and the pro forma
disclosure provisions of SFAS No. 123 to employee stock-based compensation.

[3]  Going Concern

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in the financial
statements, the Company is in the development stage, and has suffered
significant losses. These factors, among others, raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Management plans for the Company to raise capital to fund operations through
equity and/or debt financing. It is not possible to predict at this time the
success of management's efforts to raise capital.

[4]  Related Party Transactions

The Company loaned monies to related parties in 2000. In 2000, the Company
loaned $70,000 to the Chief Executive Officer["CEO"] and approximately $ 103,000
to Triad Petroleum , LLC an entity 50 % owned by the CEO, and the other 50 %
owned by a principal stockholder of the Company. Currently, there are no
interest or repayment terms for the debt and it is treated as if due on demand.

The Company entered into two separate agreements for consulting services with an
entity controlled by a director of the Company. Pursuant to such agreement the
entity was paid approximately $ 221,000 in 2000.

The Company shares office space with Triad, who together lease such facility
from an entity controlled by a principal stockholder of the Company. Rent
expense amounted to $6,413 in 2000.

[5]  Stockholders' Equity

Capital Stock - As of December 31, 2000, the Company is authorized to issue
370,000,000 shares of capital stock, of which 20,000,000 shares are classified
as preferred stock, par value of $.01 per share, issuable in one or more series
and 350,000,000 shares are classified as common stock, par value $.01.

In December 2000 the Company completed a private placement pursuant to Rule 506,
Regulation D under the Securities Act of 1933, as amended, wherein we issued
5,193,181 shares of our common stock at $.65 per share. We received net proceeds
of approximately $3,145,000 .

                                                                              27
<PAGE>

FUELNATION, INC.
[A DEVELOPMENT STAGE COMPANY]
NOTES TO FINANCIAL STATEMENTS, Sheet #7


[6]  Income Taxes

An analysis of the components of income taxes is as follows:

                                                    Years ended
                                                    December 31,
                                            ---------------------------
                                                2000           1999
                                            ------------   ------------
     Current:
        Federal                             $         --   $         --
        State                                         --             --
                                            ------------   ------------

        Totals                                        --             --
                                            ------------   ------------

     Deferred:
        Federal                                       --             --
        State                                         --             --
                                            ------------   ------------

        Totals                                        --             --
                                            ------------   ------------

        Totals                              $         --   $         --
        ------                              ============   ============

Income taxes for continuing operations differs from the amount computed by
applying the statutory federal income tax rate as follows:

<TABLE>
<CAPTION>
                                                                Years ended
                                                                December 31,
                                                        ---------------------------
                                                            2000           1999
                                                        ------------   ------------

<S>                                                     <C>            <C>
     Computed Federal  Statutory Tax Benefit            $    410,000   $         --
     Valuation Allowance to Reduce Deferred Tax Asset       (410,000)            --
                                                        ------------   ------------

        Actual                                          $         --   $         --
        ------                                          ============   ============
</TABLE>

                                                                              28
<PAGE>

FUELNATION, INC.
[A DEVELOPMENT STAGE COMPANY]

NOTES TO FINANCIAL STATEMENTS, Sheet #7

The components of the net deferred tax asset and liability are as follows:

                                                    Years ended
                                                    December 31,
                                            ---------------------------
                                                2000           1999
                                            ------------   ------------
     Deferred Tax Asset
     ------------------


     Net Operating Loss Carryforward        $   410,000    $         --
     Valuation Allowance                       (410,000)             --
                                            ------------   ------------

     Long-Term Deferred Tax Asset           $         --   $         --
     ----------------------------           ============   ============


Total valuation allowance increased by $410,000 and $0 in 2000 and 1999,
respectively.

At December 31, 2000, the Company had approximately $1,205,000 of federal net
operating tax loss carryforwards expiring in 2020. The Tax Reform Act of 1986
enacted a complex set of rules which limit a company's ability to utilize net
operating loss carryforwards and tax credit carryforwards in periods following
an ownership change. These rules define an ownership change as a greater than 50
percent point change in stock ownership within a defined testing period which is
generally a three-year period. As a result, the Company's utilization of its net
operating loss carryforwards could be significantly limited.

                                                                              29
<PAGE>

FUELNATION, INC.
[A DEVELOPMENT STAGE COMPANY]
NOTES TO FINANCIAL STATEMENTS, Sheet #7


[7]  Stock  Warrants

In 2000 the predecessor company, Regenesis, entered into a consulting agreement
with Equity Group to provide certain services. These services were terminated
with the merger. The services provided certain compensation to Equity Group.
Stock Purchase Warrants were granted to Equity Group to purchase 216,000 shares
of common stock in 3 lots of 72,000 shares each to be exercised by March 7, 2005
at price per lot of; 1 lot at $2.50 per share, 1 lot at $5.00 per share, and 1
lot at $7.50 per share. No warrants have been exercised. The warrants were
recorded at their estimated fair market value of $10,800.

In 1999, the predecessor Company entered into an agreement with JW Genesis
Capital Markets, Inc. ("JW Genesis"), whereby JW Genesis acted for a time in
assisting the predecessor Company to raise funds. In connection with these
services, which are terminated as of December 31, 2000, the predecessor Company
issued to JW Genesis warrants to purchase 250,000 shares of the Company's common
stock at an exercise price of $2.50 per share exercisable by November 2004. No
warrants have been exercised. The warrants were recorded at their estimated fair
market value of $ 12,500.

The warrants issued in 2000 and 1999 by the Predecessor Company, Regenesis, were
recognized as outstanding and exercisable by the Company subsequent to its
reorganization.

A summary of the changes in outstanding common stock warrants is as follows:

                                                            Warrants
                                                    -------------------------
                                                                Weighted-Average
                                                      Shares     Exercise Price
                                                    ----------     ----------

Balance - December 31, 1998                                 --     $       --
   Granted                                             250,000           2.50
   Exercised                                                --             --
   Expired                                                  --             --
                                                    ----------     ----------

Balance - December 31, 1999                            250,000     $     2.50
   Granted                                             216,000           5.00
   Exercised                                                --             --
   Expired                                                  --             --
                                                    ----------     ----------
Balance - December 31, 2000                            466,000           3.66
                                                    ----------     ----------

                                                                              30
<PAGE>

FUELNATION, INC.
[A DEVELOPMENT STAGE COMPANY]
NOTES TO FINANCIAL STATEMENTS, Sheet #9


[7]  Stock  Warrants [Continued]

The warrants granted during 2000 and 1999 are distributed as follows, relative
to the difference between the exercise price and the stock price at grant date:

<TABLE>
<CAPTION>
                                       Number     Weighted-Average    Weighted-Average
                                       Granted     Exercise Price        Fair Value
                                       -----------------------------------------------
<S>                                    <C>             <C>                 <C>
December 31, 2000:
------------------
Exercise Price Exceeds Stock Price:    216,000         $ 5.00              $  .05



December 31, 1999:
------------------
Exercise Price Exceeds Stock Price     250,000         $ 2.50              $  .05
</TABLE>


The following table summarizes information about stock warrants at December 31,
2000:

                                      Weighted
                                       Average             Weighted
                                      Remaining            Average
     Range           Shares       Contractual Life      Exercise Price
     -----           -------------------------------------------------

$ 2.50 - $ 2.50      322,000         3.97 years             $ 2.50
$ 5.00 - $ 7.50      144,000         4.17 years             $ 6.25
                     -------
                     466,000
                     -------


The Company applies Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations, for stock options issued
to employees in accounting for its stock option plans. There were no stock
options issued to employees in 2000 and 1999.

Pro forma information regarding net income or loss and net income or loss per
share has been determined as if the Company had accounted for its employee stock
options under the fair value method prescribed under SFAS No. 123, Accounting
for Stock Based Compensation. The fair value of options and warrants issued to
non-employees, as well as, the pro forma amounts attributable to employee stock
options is estimated at the date of grant using the Black-Scholes option-pricing
model with the following weighted average assumptions:


                                          December 31,
                                          ------------
                                       2000         1999
                                      -------      -------

         Risk-Free Interest Rate      5.15%        6.4%
         Expected Life                5 Years      5 Years
         Expected Volatility          338.65%      421.85%
         Expected Dividends           None         None

[8]  Commitments and Contingencies

Operating Leases - The Company shared office space with Triad, who together
leased such facility from an entity controlled by a principal stockholder of the
Company. The lease expires in the second quarter of 2001. Rent expense amounted
to $6,413 in 2000.

                                                                              31
<PAGE>

FUELNATION, INC.
[A DEVELOPMENT STAGE COMPANY]
NOTES TO FINANCIAL STATEMENTS, Sheet #11


[9]  Litigation

The predecessor company (Regenesis) was a defendant with others in a series of
lawsuits settled out of court in 1999. The other defendants settled for $
450,000. The predecessor company was not obligated to contribute financially to
the settlement. Management, is uncertain as to whether the Company may become
financially obligated to contribute to the settlement. Nothing has been
recognized in the financial statements for this contingency.

[10] Fair Value of Financial Instruments

SFAS No. 107, "Disclosures about Fair Value of Financial Instruments," defines
the fair value of a financial instrument as the amount at which the instrument
could be exchanged in a current transaction between willing parties. In
assessing the fair value of its cash and cash equivalents, and accounts payables
and accrued expenses, management concluded that the carrying amount of these
financial instruments approximates fair value because of their short maturities.

[11] Recently Issued Accounting Standards

In April 2000, The Financial Accounting Standards Board issued FASB
Interpretation No. 44 ("Fin 44"), "Accounting for certain transactions involving
stock compensation". Fin 44 is effective for transactions occurring after July
1, 2000. The application of Fin 44 did not have a material impact on the
Company's financial statements.

[12] Subsequent Events

In March 2001, the Company signed a placement agent's retention agreement with
Westminster Securities Corporation, 100 Park Avenue, New York, for an
Underwritten Offering of up to $100,000,000 to be arranged through one of its
institutional clients. The offering when committed to, would have a term of
24months from the date of the Registration Statement, and would provide for
monthly draw-downs. Warrants would be issued to the purchaser numbering 4% of
the commitment amount, in addition to other terms, conditions, and Underwriter's
requirements. Once the transaction is consummated and is funding, the Company
would compensate Westminster Securities Corporation under terms and conditions
that are typical and customary for such transactions


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

On February 1, 2002, Sellers & Associates, P.C., our independent accountant for
our most recent fiscal year, resigned. Our financial statements for the last
fiscal year prepared by Sellers & Associates, P.C. contained a going concern
opinion.

Also on February 1, 2002, we engaged the accounting firm of Moore Stephens P.C.
independent public accountants, to audit our fiscal year ended December 31, 2001
and 2000, as well as future financial statements, to replace the firm of Sellers
& Associates, P.C., which was the independent public accountant as reported in
our Form 10-KSB/A Amendment No. 2 for the fiscal year ended December 31, 2000
and 1999 as filed with the Securities & Exchange Commission. This change in
independent accountants was approved by our Board of Directors.

                                                                              32
<PAGE>

There were no disagreements within the last fiscal year and subsequent periods
with Sellers & Associates, P.C., on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope of procedure, which
disagreement(s), if not resolved to the satisfaction of Sellers & Associates,
P.C., would have caused that firm to make reference in connection with its
reports to the subject matter of the disagreement(s) or any reportable events.



                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names, positions with our Company and ages of
our executive officers and directors as of December 31, 2000. Our directors will
be elected at our annual meeting of stockholders. One half of the total number
of directors is elected at each annual meeting, and, therefore, each director
serves for two years or until his successor is elected and qualifies. The Board
elects officers and their terms of office are, excepting to the extent governed
by employment contract, at the discretion of the Board.

The directors and officers of our Company as of the date of this Report are as
follows:

<TABLE>
<CAPTION>
              Name                   Age                    Position
---------------------------------    ---    -----------------------------------------

<S>                                  <C>    <C>
Christopher R. Salmonson             35     Chairman of the Board, Chief
                                            Executive Officer and President, Director

Robert L. Simmons (**)               66     Director

Shaikh Isa Mohammed Isa AlKhalifa    62     Director

Russell B. Adler (*)(**)             39     Director

Edwin F. Ruh                         46     Director

Joel Brownstein (**)                 58     Chief Financial Officer , Director
                                            [Resigned March 2001]

William C. Schlecht (***)            36     Director

James L. Wilson (***)                56     Chief Financial Officer , Director
                                            [Resigned December 2001]
</TABLE>

(*)   Mr. Adler was formerly the Chairman of the Company's Board of Directors

(**)  Resigned from the Company subsequent to December 31, 2000.

(***) Were appointed subsequent to December 31, 2000.

                                                                              33
<PAGE>

Resumes:

Christopher R. Salmonson has served as a member of the Company's Board of
Directors since October 2000. Since 1993, Mr. Salmonson has engaged in a
multi-faceted career specializing in international business and finance,
primarily operating out of: The Peoples Republic of China; Jakarta, Indonesia;
Manila, Philippines; and the Middle East (including Manama, Bahrain and Riyadh,
Saudi Arabia). Mr. Salmonson has experience in matters concerning trade and
project finance, international negotiations, and Chinese and Indonesian currency
conversion efforts. Since 1994, Mr. Salmonson has been employed as a financial
advisor to the ruling family of Bahrain. Since 1997, Mr. Salmonson has served as
a licensed mortgage broker with Circle Mortgage Corporation, one of the largest
privately held mortgage banking companies in the State of Florida. As a result
of being a named-defendant in a multi-party multi-jurisdiction international
lawsuit commenced by the government of Venezuela and/or its representatives, Mr.
Salmonson filed for protection under the United States Bankruptcy Code, in the
Bankruptcy Court for the Southern District of Florida (Broward), [Index No.
96-20435] on or about February 1, 1996. No judgment was ever obtained against
Mr. Salmonson in such actions and the lawsuit was ultimately discontinued.
However, Mr. Salmonson filed for bankruptcy protection in order to mitigate the
enormous legal expenses that he was incurring and was projected to incur as the
various litigations continued through extensive deposition and discovery. On May
26, 1998, Mr. Salmonson received a full discharge from Federal bankruptcy court.

Robert L. Simmons has served as a member of the Company's Board of Directors
from October 2000 to March 2001. Mr. Simmons has an extensive background in
telecommunications marketing and management. Mr. Simmons is the former President
of Sinclair Broadcast Group, Inc. In 1989, Mr. Simmons retired to Florida where
he has secured a management position at WTTA, a local television station located
in Tampa, Florida. Since 1989, Mr. Simmons has also invested in, and
participated in the management of, various Florida real estate development
programs.

Shaikh Isa Mohammed Isa AlKhalifa is a member of the ruling family of Bahrain.
From 1988 to 1994, he served as the Bahrainian ambassador to Saudi Arabia. Since
1994 until the present, Shaikh Isa Mohammed Isa AlKhalifa has managed several
companies engaged primarily in business management, financial services and
management consulting. Shaikh Isa Mohammed Isa AlKhalifa's companies have
operations in Bahrain and throughout the Middle East. He holds degrees in
petroleum and chemical engineering.

Russell B. Adler has served as a member of the Company's Board of Directors
since January 1999. From January 1999 to October 13, 2000, he served as the
Chairman of the Board of the Company. From December 1996 to November 1998, Mr.
Adler served as consultant and counsel to Equity Management Partners, Inc., an
investment-banking firm. From January 1996 to August 1997, Mr. Adler served as
President of Strategic Holdings Corp., an investment-banking firm. From 1993 to
December 1995, Mr. Adler was employed as vice president of operations for The
Silicon Group, Inc., and a semiconductor and computer software development
company. Mr. Adler is a member in good standing of the Florida Bar. He received
a B.A. in Business and Sociology from William Penn College in 1982 and a J.D.
from Nova Southeastern University School of Law in 1986.

Edwin F. Ruh has served as a member of the Company's Board of Directors since
August 2000. From 1995 to 1998, Mr. Ruh was Managing Director of Gerken Capital
Associates, a private investment bank, and General Partner to the Sino-Asia
Industrial Equity Fund, a $200 million direct investment equity fund. Since
1998, Mr. Ruh has served as Chief Executive Officer of Adventure Assets
(Adventas), a globally-oriented, Internet-enhanced, sports and entertainment
studio. Mr. Ruh holds a Masters of Public Administration from Harvard
University; Masters degrees in Business Administration and Public Policy from
the Heinz School, Carnegie Mellon University; a Master's Certificate in
Materials Science from the University of Michigan; and a Bachelor of Science in
Biomedical Engineering from Pennsylvania State University.

Joel F. Brownstein served as Chief Financial Officer of the Company from April
1999 to March 2001. Since February 1992, Mr. Brownstein served and continues to
serve as President of The Brownstein Group, an investment-consulting firm for
public and private companies. Mr. Brownstein holds a B.A. from Adelphi
University and a Masters in Business Administration in Finance and Investments
from Baruch College.

                                                                              34
<PAGE>

James L. Wilson has served as Chief Operating Officer, Chief Financial Officer
and a director of the Company since April 2001. James L. Wilson has served as
Chief Operating Officer, Chief Financial Officer and a director of the Company
since April 2001. From June 1992 to April 2000, Mr. Wilson served as Chief
Executive Officer and Board Vice Chairman of Southern Security Bank Corporation
located in Hollywood, Florida, where he managed all aspects of the activities
and functions of Southern Security Bank Corporation's federally registered bank
holding company. From 1985 to the present, Mr. Wilson, a Florida licensed Real
Estate Broker, is the Principal of Bayshore Investments, a family owned
Investment enterprise. From 1982 to 1985, Mr. Wilson served as Vice President
and Manager of Southeast Bank, where he managed the earning asset portfolios for
the 17 central counties of Florida. From 1975 to 1982, he was the Division Head
for commercial lending for Royal Trust Bank; Wilson also served on Royal
TrustCo's bank acquisition

<TABLE>
<CAPTION>
                                                  SUMMARY COMPENSATION TABLE

                                                      Other Annual    Restricted      Long Term Compensation        All other
                            Annual Compensation       Compensation       Stock       Underlying     LIP Payout    compensation
       Name             Year     Salary      Bonus        ($)         Awards ($)    Options/SAYS        ($)            ($)

<S>                     <C>      <C>         <C>         <C>             <C>             <C>           <C>            <C>
Chris Salmonson         2000     $ N/A       $ N/A       $ N/A           $ N/A           N/A           $ N/A          $ N/A
Robert Simmons          2000     $ N/A       $ N/A       $ N/A           $ N/A           N/A           $ N/A          $ N/A
Shaikh AlKhalifa        2000     $ N/A       $ N/A       $ N/A           $ N/A           N/A           $ N/A          $ N/A
Edwin Ruh               2000     $ N/A       $ N/A       $ N/A           $ N/A           N/A           $ N/A          $ N/A
Russell Adler           2000     $ N/A       $ N/A       $ N/A           $ N/A           N/A           $ N/A          $ N/A
Joel Brownstein         2000     $ N/A       $ N/A       $ N/A           $ N/A           N/A           $ N/A          $ N/A
James L. Wilson         2000     $ N/A       $ N/A       $ N/A           $ N/A           N/A           $ N/A          $ N/A
William C. Schlecht     2000     $ N/A       $ N/A       $ N/A           $ N/A           N/A           $ N/A          $ N/A
Lawrence Gallo          2000     $ N/A       $ N/A       $ N/A           $ N/A           N/A           $ N/A          $ N/A
Mitchell Sandler        2000     $ N/A       $ N/A       $ N/A           $ N/A           N/A           $ N/A          $ N/A
</TABLE>

team, which purchased over 30 banking companies in Florida. Mr. Wilson received
a Bachelor of Arts and Sciences degree from Union College in 1968.

William C. Schlecht has served as a director of FuelNation since April 2001.
Since December 1998, Mr. Schlecht has been the general manager and a principal
in Summit Body and Equipment, a company that specializes in the manufacture of
custom and high volume van bodies and specialty trailers. From June 1984 to
December 1998, Mr. Schlecht served in the United States Army where he was a
sergeant in charge of the battalion wheeled vehicles maintenance and operations,
and oversaw the fleet of several hundred trucks and trailers and the mechanics
responsible for their operation.


ITEM 10. EXECUTIVE COMPENSATION

Cash Compensation
-----------------

The following table shows, for the years ended December 31, 2000, and 1999 the
cash and other compensation paid by the Company to its Chief Executive Officer
and to each of the executive officers of the Company who had annual compensation
in excess of $100,000.

<TABLE>
<CAPTION>
                                                  SUMMARY COMPENSATION TABLE

                                                      Other Annual    Restricted      Long Term Compensation        All other
                            Annual Compensation       Compensation       Stock       Underlying     LIP Payout    compensation
       Name             Year     Salary      Bonus        ($)         Awards ($)    Options/SAYS        ($)            ($)

<S>                     <C>     <C>          <C>         <C>           <C>           <C>               <C>        <C>
Chris Salmonson         1999    $ N/A        $ N/A       $ N/A         $ N/A             N/A           $ N/A      $ N/A
Robert Simmons          1999    $ N/A        $ N/A       $ N/A         $ N/A             N/A           $ N/A      $ N/A
Shaikh AlKhalifa        1999    $ N/A        $ N/A       $ N/A         $ N/A             N/A           $ N/A      $ N/A
Edwin Ruh               1999    $ N/A        $ N/A       $ N/A         $ N/A             N/A           $ N/A      $ N/A
Russell Adler           1999    $106,737     $ 0.00      $ 0.00        $ 39,900      500,000 (2)       $ 0.00     $ 0.00
Joel Brownstein         1999    $  8,486(1)  $ 0.00      $ 0.00        $ 26,600      150,000 (2)       $ 0.00     $ 22,657 (4)
James L. Wilson         1999    $ N/A        $ N/A       $ N/A         $ N/A             N/A           $ N/A      $ N/A
William C. Schlecht     1999    $ N/A        $ N/A       $ N/A         $ N/A             N/A           $ N/A      $ N/A
Lawrence Gallo          1999    $  6,235(1)  $ 0.00      $ 0.00        $ 33,250      150,000 (2)       $ 0.00     $ 25,000 (3)
Mitchell Sandler        1999    $ 14,957(1)  $ 0.00      $ 0.00        $ 19,950      150,000 (2)       $ 0.00     $ 0.00
</TABLE>

                                                                              35
<PAGE>

(1)  Represents actual cash compensation paid during 1999. The unpaid balance
     due each individual under the terms of their employment agreement is
     reflected as accrued payroll in the December 31, 1999 financial statements.

(2)  Options were exercised in December 1999 and the Company received $237,500
     of cash proceeds.

(3)  Represents consulting fees paid to Mr. Gallo prior to his employment by the
     Company.

(4)  Represents $15,000 payable to Mr. Brownstein for assisting the Company in
     raising capital and $7,657 of consulting fees of which $1,525 was paid
     prior to his employment and $6,132 was paid after his employment.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(a) and (b) Security Ownership of Certain Beneficial Owners and Management.

The table below lists the beneficial ownership of our voting securities by each
person known by us to be the beneficial owner of more than 5% of such
securities, as well as by all our directors and officers. Unless otherwise
indicated, the shareholders listed possess sole voting and investment power with
respect to the shares shown.

--------------------------------------------------------------------------------
Name and Address of Beneficial Owner (1)                       Amount and Nature
                                                                   of beneficial
                                                                       Ownership
--------------------------------------------------------------------------------
Russell Adler (5)                                                        533,000
--------------------------------------------------------------------------------
Chris Salmonson (2)                                                   87,030,579
--------------------------------------------------------------------------------
Shaikh AlKhalifa                                                            None
--------------------------------------------------------------------------------
Edwin Ruh (6)                                                            475,000
--------------------------------------------------------------------------------
Joel F. Brownstein                                                     1,037,000
--------------------------------------------------------------------------------
Robert Simmons (3)                                                    71,500,000
--------------------------------------------------------------------------------
James L. Wilson (4)                                                    6,139,691
--------------------------------------------------------------------------------
William Schlecht                                                            None
--------------------------------------------------------------------------------
All directors and officers as a group (5 persons)                     93,645,270
--------------------------------------------------------------------------------

(1)  Unless otherwise indicated, the address of each of the persons named in the
     table is 1700 North Dixie Highway, Suite 125, Boca Raton, Florida 33432.
     Unless otherwise noted, the Company believes that each of the persons named
     in the table have sole voting and dispositive power with respect to all the
     shares of common stock of the Company beneficially owned by such person. A
     person is deemed to be the beneficial owner of securities that can be
     acquired by such person within 60 days upon the exercise of warrants or
     options or the conversion of convertible securities. Each beneficial
     owner's percentage ownership is determined by assuming that warrants or
     options that are held by such person (but not those held by any other
     person) and that are exercisable within 60 days have been exercised.

(2)  62,380,000 shares held in the name of Fuel America, LLC, of which Mr.
     Salmonson and his wife are sole principals. Also includes 6,500,000 shares
     held by Triad Petroleum LLC, of which Fuel America, LLC owns 50%. Includes
     options to purchase 18,150,579 shares at par value.

(3)  65,000,000 shares held in the name of Rapture Holdings, Inc., of which Mr.
     Simmons is principal and sole shareholder. Also includes 6,500,000 shares
     held by Triad Petroleum, LLC.

(4)  Includes options to purchase 5,989,691 shares of common stock at par value,
     and options to purchase 150,000 shares at $.01.

(5)  Includes 100,000 shares held by Ms. Christine Adler, Russell Adler's wife.

(6)  Does not include 50,000 shares due to Mr. Ruh pursuant to a consulting
     agreement.

                                                                              36
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On or about December 1, 2000 the Company retained Veritas Venture Labs, LLC to
perform consulting services for the Company pursuant to a written consulting
agreement. Based in Boston, Massachusetts, Veritas Ventures Lab, LLC is owned
and/or controlled by Edwin Ruh, a director of the Company.

Pursuant to two separate consulting agreements, Veritas was paid $221,000. In
addition, its individual constituents were issued a total of 1,500,000 shares of
the company's common stock. The holders of such stock intend to return their
stock to the Company and will receive instead, options to purchase up to
1,500,000 shares of common stock at par value for up to five years. The Company
has agreed to such exchange.

The Company currently shares office space with affiliate Triad Petroleum, LLC
pursuant to a Participation Sharing Agreement, who together lease office space
from an affiliate, the Simmons Family Limited Partnership pursuant to a written
lease from Simmons Family Limited Partnership, Landlord to Triad. Robert
Simmons, a director of the company, is principal of this partnership. The term
of the lease is a one-year term commencing June 1, 2000 and ending May 31, 2001,
along with an option for an additional one-year term, so long as Tenant is not
in default of the terms of the lease.

During the calendar year , 2000, Regenesis and the Company received an aggregate
of $ 442,210 of advances from officers, former officers and stockholders and
made payments to such individuals aggregating $ 98,048.

During the calendar year, 2000, all amounts due to such individuals (net of
offsets for assets transferred at net book value) aggregating $473,423 was
waived by such individuals pursuant to the terms of letter agreements, whereby
such individuals waived all of their rights to receive any amounts due and such
amounts were contributed to paid in capital .

In addition, pursuant to the terms of the aforementioned letter agreements such
individuals relinquished all of their rights to receive unpaid accrued
compensation, as well as future compensation pursuant to the terms of their
respective employment agreements. As a result, $ 656,093 of amounts due to such
individuals were contributed to paid in capital .

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Index to Exhibits

         2        Regenesis-Triad Share Sale and Contribution Agreement dated
                  September 14, 2000(1)

         3.1      Articles of Incorporation of International Pizza
                  Corporation(2)

         3.2      Bylaws of International Pizza Corporation(2)

         3.3      Amendment to Articles Incorporation, setting forth
                  Designations, rights and preferences of Series A Preferred
                  Stock(2)

         3.4      Amendment to Articles of Incorporation changing name to
                  Regenesis Holdings, Inc.(2)

         3.5      Amendment to Articles of Incorporation, increasing authorized
                  capital and setting forth designations, rights and Preferences
                  of Series B and Series C Preferred Stock(3)

         3.6      Amendment to Articles of Incorporation, restating
                  Designations, rights and preferences of Series C Preferred
                  Stock(4)

         3.7      Amendment to Articles of Incorporation(5)

         3.8      Amendment to Articles of Incorporation(6)

         4.1      Warrant

         10.0     Triad-FuelNation Assignment & Assumption Agreement dated
                  October 13, 2000(1)

         10.1     Trial-Regenesis Assignment and Assumption of License Agreement
                  with Licensor(1)

                                                                              37
<PAGE>

(2)      Previously filed as an exhibit in the Company's Form 10-KSB for the
         fiscal year ended December 31, 1997.

(3)      Previously filed as an exhibit in the Company's Form 8-K dated 02/18/99
         February 18, 1999.

(4)      Previously filed as an exhibit in the Company's Form 10-KSB for the
         fiscal year ended December 31, 1998.

(5)      Previously filed as an exhibit in the Company's Form 10-QSB for the
         period ended June 30, 2000.

(6)      Previously filed as an exhibit in the Company's Form 10-QSB for the
         period ended September 30, 2000.

(b)      Reports on Form 8-K

1.       Form 8-K dated March 1, 2001
         o    Item 6 - Resignation of Directors

2.       Form 8-K dated January 19, 2001
         o    Item 4 - Change in Registrants' Certifying Accountant

3.       Form 8-K dated January 3, 2001
         o    Item 5 - Other events (completion of Regulation D offering)

4.       Form 8-K dated October 30, 2000
         o    Item 1 - Changes in Control

                                                                              38
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Company caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on August 9, 2002.


                                       FUELNATION INC.
                                       (Registrant)


                                       By: /s/ CHRISTOPHER R. SALMONSON
                                           ----------------------------
                                           Christopher R. Salmonson,
                                           President, Chief Executive Officer

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 indicated
on August 9, 2002.

By: /s/ Christopher R. Salmonson
    ----------------------------
    Christopher R. Salmonson, Director

By: /s/ Shaikh Isa Monammed Isa AlKhalifa
    -------------------------------------
    Shaikh Isa Mohammed Isa AlKhalifa, Director

By: /s/ Edwin F. Ruh
    ----------------
    Edwin F. Ruh, Director

By: /s/ William C. Schlecht
    -----------------------
    William C. Schlecht, Director

                                                                              39