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

                                  FORM 10-KSB/A

                 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.

                               (Formerly known as
                            Regenesis Holdings, 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.)


           1700 North Dixie Highway, Suite 125, Boca Raton, Fla 33432

               (Address of Principal Executive Offices) (Zip Code)


                                 (561) 391-5883

                           (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)




<PAGE>

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 o No [ ]]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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.

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. [____]

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date 161,433,208 as of May 9, 2001.








                                       2

<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Other than historical and factual statements, the matters and items discussed in
this Annual Report on Form 10-KSB are forward-looking statements that involve
risks and uncertainties. Actual results of the Company may differ materially
from the results discussed in the forward-looking statements. Certain factors
that could contribute to such differences are discussed with the forward-looking
statements throughout this report.

FuelNation Inc. ("FuelNation" or the "Company") is a Florida-based developer and
provider of real-time e-commerce communications and energy services. Fuel
Nation's operations are conducted through its subsidiaries, affiliates and
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. FuelNation uses 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. FuelNation
Inc.(tm) 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. The Company is divided into
three main areas: Business Division, consisting of old line economy businesses;
Communications Division, consisting of state of the art communications
technology; Operations Division, integrating old line economy business with
state of the art technology solutions.

The Company's flagship product, a complete network management system from rack
to retail ("R2R(sm)"), utilizes broadband and wireless technology. The remotely
connected system, accessible via any web enabled personal digital assistant,
such as a Palm Pilot, will allow Oil Producers, Major Oil Companies, Petroleum
Marketers, Transports, Convenience Stores and Major Franchises to exchange data
amongst several pieces of equipment simultaneously, track deliveries with global
positioning systems, forecast inventory needs, manage safe deposits, monitor
costs and adjust pricing in "real-time." The R2R(sm) solution increases
profitability.

The FuelNation advantage lies in the multiple solutions achieved through the
utilization of the controller box 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 devices. The result is a seamless
solution enabling efficient economic controls without the current manual
administrative headaches. Pursuant to a license agreement entered into by
FuelNation and Emation LLC, an affiliate of FuelNation, FuelNation has the
exclusive rights to such technology for the petroleum industry.

Marketed under the service mark R2RSM ("Rack to Retail"), this technology
automates and streamlines the data collection processes for centralization,
retrieval and integration of inventory, financial and accounting information in
the fuel industry.


Oil Producers
-------------

Major oil companies sell petroleum in one of two ways: in a generic, unbranded
form, which can be sold to any independent consumer that does not advertise a
major oil company at its location; or in a branded form to a location which
affiliates itself with a major oil company such as Citgo, Chevron or Texaco.


                                       3


<PAGE>

Such locations are permitted to only sell the brand of fuel with which they
affiliate themselves. The branded and unbranded fuel is actually the same
product, with the branded fuel costing more due to advertising and marketing
fees. Thus, there is incentive for a branded retailer to purchase unbranded fuel
and sell it under a brand name.

As fuel leaves the terminal of the oil company (referred to as the "Rack") to be
delivered to a final destination, there has been no way to assure the oil
companies that the fuel dispensed at a retail location was the same branded
product intended for the location and not a unbranded product. In other words,
major oil companies have had no way of checking whether or not affiliated
retailers were actually selling branded fuel. It is estimated that major oil
companies each lose in excess of $500 million per year as a result.

FuelNation's R2RSM technology solves the problem of lack of controls in the
distribution of fuel, which is faced by many major oil companies. Utilizing
R2RSM, a fuel company is able to track delivery trucks, as well as monitor fuel
tanks to ensure that only brand fuel is delivered to and sold by brand
retailers.

Marketers
---------

Marketers make the arrangements for transportation and delivery of the product
from the major oil companies to the end user. Typically, a marketer will call
all of its retail locations each day to determine the fuel inventory of each,
and arrange for transport of additional fuel. At each retail location, both the
retailer and the driver of the fuel truck will take fuel measurements before and
after the delivery to verify that the quantities on the bill of lading match the
delivery readings.

FuelNation's R2RSM technology eases the burden of marketers and transporters.
Using R2RSM, a marketer is able to electronically assess the exact volume of
fuel in a retailer's location, including the amount of fuel that has been sold
by the retailer that day, and provide a cost average per gallon of fuel sold. It
eliminates the need to manually measure the fuel. It also electronically sends a
bill of lading to both the transporter and retailer from the oil suppler. In
that respect, R2RSM saves time and money for the marketers, oil suppliers,
transporters and retailers.

Retailers
---------

A retailer is a local fuel station, rest stop or convenience store with fuel
pumps. R2RSM technology enables the retail owner to electronically track sales
and purchases of the retailer's goods and services such as fuel, beverages. The
owner can see the amount of cash generated that day, and the amount of fuel sold
as well as the average cost per gallon of petroleum sold. This technology
enables an owner to track all aspects of a retail location, eliminating the need
to take physical inventories. The system also automates approximately two-thirds
of the manual processes performed daily for fuel and retail tracking.


History
-------

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 or about October 13, 2000 the Company
changed its name to FuelNation Inc.

The Company was originally formed to develop and operate Domino's Pizza outlets
in the Republic of Poland, through its wholly owned subsidiary, Pizza King


                                       4
<PAGE>


Polska SP z.o.o. From August 1995 through September 3, 1997, the Company also
operated medical centers offering primary care medical services and medically
supervised weight loss programs, through its wholly owned subsidiary QPQ Medical
Centers, Inc.

Pursuant to an agreement dated May 23, 1997, the Company transferred its
interest in Pizza King, as well as certain related assets, to an unaffiliated
party in June 1997. Also in June 1997, the Company sold certain of its operating
weight loss centers, and on September 3, 1997, the Company sold its interest in
QPQ Medical, all to an unaffiliated party. The Company recorded a loss from
discontinued operations totaling $1,968,524 in connection with these sales.

On March 18, 1999, the Company acquired all of the operating assets of NetDisc,
Inc. ("NetDisc") in exchange for 10,000 shares of the Company's common stock.
NetDisc is engaged in Internet advertising, and has 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. The
Company 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 NetDisk..

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

On December 15, 1998, the Company's common stock was delisted from the OTC
Bulletin Board for failure to comply with Rule 15C-211. On June 30, 2000, the
Company's common stock resumed trading on the OTC Bulletin Board.

As of December 31, 2000, the Company had $3,364,078 assets and $899,671 of
liabilities.

Triad's Acquisition of a Controlling Interest in the Company
------------------------------------------------------------

On October 13, 2000, Triad Petroleum, LLC ("Triad") acquired 96% of the voting
equity of the Company pursuant to the terms of a Share Sale and Contribution
Agreement (the "Agreement") dated as of September 14, 2000. According to the
Agreement, the Company 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 to the Company by Triad of its exclusive 50 year license and
distribution rights under a Technology License and Marketing Agreement with
EMation, LLC. EMation is an affiliate of Triad that is controlled by Chris R.
Salmonson, Chairman of the Board and Chief executive officer and Robert L.
Simmons a former director and affiliate of FuelNation. This license agreement
provides for the exclusive rights to make, market and sell products and services
using EMation's R2RSMproprietary technology for the fuel industry and to market
under the trade name FuelNation and use the service mark R2R.

In connection with acquisition of a controlling interest in the Company by
Triad, the Company has received an assignment of the rights of Triad as a
licensee under a certain License Agreement dated as of September 1, 2000 (the
"License Agreement") with Emation LLC that was to provide for the exclusive
marketing and sale rights of EMation's technology in the fuel industry. Marketed
under the trademark R2RsM ("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. This automated system serves as a significant mechanism for
companies to monitor their fuel sales, inventory, and costs. The Company expects
to receive fees and/or royalty payments either on a fixed basis per month or on
a per gallon basis charge. The Company intended to license its technology to
service stations, truck stops and/or customers that are otherwise involved in
the distribution and sale of fuel.

                                       5


<PAGE>

In part, the License Agreement provided for the following: (1.) The exclusive
right of the Company, as the licensee there under, to use, market and sell the
described technology and all improvements related thereto in the fuel industry,
including all products and services related thereto. (2.) The licensor (Emation)
was to have the obligation to provide cooperation to the licensee, fully develop
products and services related to the technology, provide training, supply
information regarding products and provide other consultation services and
assistance. (3.) The royalty due from the Company to the licensor was to equal
fifty percent (50%) of all net revenues generated from the licensed technology
(which takes into account the costs of goods sold). (4.) The initial term of the
License Agreement was to have been for ten (10) years, and the Agreement may
have been renewed for ten (10) additional terms of five (5) years each, subject
to the licensee providing adequate notice and otherwise complying with the
provisions of the Agreement. And (5.) The Company was to have been obligated to
use its best efforts to exploit the license rights and maximize revenues,
including the bearing of all expenses related to the marketing of the products
and services related to the technology. In order for the Company to maintain its
exclusivity, the Company would have been required to meet minimum annual net
sales requirements as set forth in such agreement.

The Company after reviewing the complexity of having a number of intermediary
companies performing certain functions, and to eliminate the potential or
appearance for any conflict of interest, it elected to clarify the
relationships, such that, Emation and Triad agreed to convey, transfer, sell and
assign to the Company, 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) that Emation and/or Triad may have had with regard to said
Intellectual Property. In exchange for Emation and Triad conveying,
transferring, sale and assignment of the Intellectual Property and all rights
thereof, the Company accepted the financial and management responsibility of
employing the requisite technical staff, developing the products and services,
develop the working systems, create all software and technical documentation,
provide training, further development of the technology, maintain and provide
improvements to the technology.

This R2RSMtechnology integrates all aspects of the business operations for both
wholesale distribution and retail sale of fuel. The Company believes the
exclusive license will afford it a number of revenue generating opportunities in
the petroleum industry, although there can be no assurance that any such
opportunities will materialize or any significant revenue will be generated.
There is no significant operating history with respect to this asset.

In connection with the closing of the Triad transaction, the former chairman of
the Board of Directors of the Company, Russell Adler, placed approximately
1,260,000 shares of the Company's common stock, owned by him, into an escrow
account. The purpose of the escrow account was to ensure the satisfaction of
certain of the Company's pre-closing liabilities, as well as any claims asserted
against the Company for the issuance of shares of the Company's common stock
(provided that such pre-closing liabilities or claims arise out of Company
transactions entered into prior to October 13, 2000). On October 25, 2000, the
Company 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, the Company received 340,000 shares of the Company's 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 the Company settling
such claims. In addition, prior to the Company 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.


                                       6


<PAGE>


As of December 31, 2000, an additional 410,000 shares have been released from
escrow in order to satisfy third party claims for Company common stock.
Approximately 500,000 shares remain in escrow in order to satisfy certain
existing Company obligations to issue common stock or make cash payments. As of
December 31, 2000, approximately $274,100 of liabilities remained outstanding.

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, the Company filed
amendments to its Articles of Incorporation changing the name of the Company to
FuelNation Inc. and increasing the number of authorized shares 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 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 24
months 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.

Employees
---------

The Company currently has nine employees, all of which are full-time.

The Company files annual, quarterly and special reports, proxy statements and
other information with the SEC. The Company's SEC filings are available to the
public over the Internet at the SEC's website at http://www.sec.gov. You may
also read and copy any document the Company files at the SEC's public reference
room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC- 0330 for further information on the public reference room.

ITEM 2.  DESCRIPTION OF PROPERTY

FuelNation maintains its base of operations in Boca Raton, Florida. FuelNation's
executive offices are located at 1700 N. Dixie Highway, Suite 125, Boca Raton,
Florida 33432; telephone number is 561-391-5883. FuelNation also intends to
staff an office with support services in Manama, Bahrain within the next 12
months.

Triad Petroleum, LLC, an affiliate of the Company currently leases approximately
1776 square feet of office space at its Boca Raton, Florida corporate
headquarters 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 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. The monthly rent is $2,960
plus tax.

The term of the lease is one year commencing June 1, 2000. The Company is
currently looking for new space in the Boca Raton, Florida area.

In connection with the Triad Acquisition Transaction, the Company terminated its
prior lease in Miami pursuant to a termination and settlement agreement dated
October 25, 2000 and allowed its lease for space in New York City to expire
pursuant to its terms on May 31, 2000. In connection therewith, the Company paid
the sum of $40,000 to the prior landlord in payment of past due rents and in
consideration for termination of the lease term.


                                       7



<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

In December, 1998 the Company 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 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 the Company was named as an
indispensable party, the allegations were in the nature of a shareholder
derivative claim and the plaintiffs sought no relief against the Company.

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. The Company was not a named party
in the California state court action. Additionally, the Company is not obligated
to contribute financially to the settlement. Although, the Company did not
attend the mediation, the Company was an intended beneficiary of the settlement.
Mitchell Rubinson and Larry Rutstein, former officers of the Company,
purportedly reserved certain indemnification rights against the Company as part
of the settlement and notified the Company 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


                                       8


<PAGE>


           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.



                                     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, there were approximately 360 holders of record of the
161,433,208 shares of common stock that were issued and outstanding. The
transfer agent for the common stock is Continental Stock Transfer and Trust
Company, 2 Broadway, New York, New York, telephone (212) 509-4000.

The Company has never paid cash dividends on its common stock, and presently
intends to retain future earnings, if any, to finance the expansion of its
business and does not anticipate that any cash dividends will be paid in the
foreseeable future. The future dividend policy will depend on the Company's
earnings, capital requirements, expansion plans, financial condition and other
relevant factors.

The Securities and Exchange Commission has adopted regulations which generally
define a "penny stock" to be any equity security that has a market price (as
defined) of less than $5.00 per share, subject to certain exceptions. The
Company's common stock may be deemed to be a "penny stock" and thus will become
subject to rules that impose additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors, unless the common stock is listed on The

                                       9


<PAGE>

NASDAQ SmallCap Market. Consequently, the "penny stock" rules may restrict the
ability of broker/dealers to sell the Company's securities, and may adversely
affect the ability of holders of the Company's common stock to resell their
shares in the secondary market.

Recent Sales of Unregistered Securities

1.         Regulation D Offering - December 2000
           -------------------------------------

           On January 13, 2001, the Company successfully completed a private
           placement pursuant to Rule 506, Regulation D under the Securities Act
           of 1933, as amended, of 5,216,284 shares of common stock
           (representing approximately 3.2% of the outstanding equity of the
           Company after giving effect to such offering), at $0.65 per share,
           for a total of $3,390,585.

           The proceeds from this offering were used in large part to repay
           loans already made by Triad to the Company and in order to fund
           operating expenses and outstanding liabilities of the Company.
           Remaining proceeds were used to fund general working capital of the
           Company.

2.         Regulation S Offering - January 2001
           ------------------------------------

           The Company had initiated pursuing a Regulation S Offering to foreign
           investors for the purpose of raising capital in order to fund the
           acquisition of companies in the fuel distribution and/or
           transportation business. This Regulation S Offering was primarily
           undertaken in the Middle East in the countries of Saudi Arabia and
           Bahrain. The offering price per Share was $3.00 per Share. However,
           the Company has abandoned this Offering at this time prior to any
           sales or subscriptions.

3.         Regulation D Offering - March 2001
           ----------------------------------

           In March 2001, the Company offered up to 30,000,000 shares at $1.00
           per share. This offering was made pursuant to Rule 506 under
           Regulation D of the Securities Act of 1933. A total of 101,500 shares
           were sold for a total of $101,500. The proceeds from this Offering
           were applied to working capital. This offering closed on March 20,
           2001.


4.         Triad Issuances
           ---------------
           On October 13, 2000, 96% of the voting equity of the Company was
           issued to Triad by the issuance of 94,000,000 shares of common stock
           and 5,000,000 shares of convertible preferred stock, which was
           subsequently converted into an additional 50,000,000 shares of common
           stock. These shares are currently held by Triad, or have been
           assigned by Triad to its members by distributions or other parties.


5.         Veritas Venture Labs
           --------------------
           As part of the consideration and compensation payable to Veritas
           Ventures Labs, LLC for business and consulting services, the Company
           issued 1,500,000 shares of common stock in varying amounts to the
           members and/or employees of Veritas that performed services for the
           Company. Although Veritas satisfied its performance requirements,
           entitling it to the shares in October 2000, the shares were not
           formally issued until February 2001. The holders of the 1,500,000
           shares intend to return their shares to the Company in exchange for
           options to purchase 1,500,000 shares of FuelNation common stock at
           par value for five years. The Company has agreed to such exchange.

6.         Parker Enterprises-Sheridan, LLC, James Parker,
           ------------------------------------------------
           his assigns and Triad Petroleum
           -------------------------------

           On or about February 2001, the Company accepted assignment of a
           contract to purchase a retail gas and service station located in
           Hallandale, Florida, along with all of the personal property,
           fixtures and equipment located at the premises, owned in part by
           Triad along with Parker Enterprises Sheridan, LLC, and James Parker,
           individually, in consideration for the issuance of a total of 290,000
           shares of common stock of the Company. These shares have not yet been
           issued.

7.         On April 5, 2001 the company issued 2,000,000 shares to Joel
           Brownstein, a former director of The company, for work, labor and
           services performed.

8.         On November 29, 2001, the company issued 1,000,000 shares to FLSD
           Management, LLC for work, labor and services performed.

9.         Shares issued to settle Claims Against the Company
           --------------------------------------------------

           During the year ended December 31, 2000, FuelNation issued 100,000
           shares of its common stock to settle certain claims of the company
           totaling $ 17,000.

10.        Convertible Demand Loan
           -----------------------

           On September 8, 1999, the Company borrowed $100,000 from a third
           party. The loan bore interest at the rate of 12% per annum and all
           interest was payable at maturity. The loan was payable in full within
           60 days after receiving a notice of demand from the lender. At the
           option of the lender the loan was convertible into 75,000 shares of
           the company's common stock at a per share price of $1.00. In
           connection with the loan, the Company issued to the lender a two year
           warrant to purchase 20,000 shares of the Company's common stock at an
           exercise price of $2.50 per share and a one year option to purchase
           an additional 100,000 shares of the Company's common stock at a price
           to be determined by negotiation between the parties. The warrant and
           the option were valued at an aggregate of $2,333. Effective September
           29, 2000, the Company reached an agreement with the lender whereby
           all principal and accrued interest due under the loan was satisfied
           by the issuance of 100,000 shares of common stock of the Company,
           which will be made available from shares placed into escrow by
           certain shareholders in connection with the terms of the Share Sale
           and Contribution Agreement between the Company and Triad. As a
           condition of the agreement, the lender relinquished all rights to the
           warrant and option to purchase 20,000 and 100,000 shares of the
           Company's common stock, respectively. The warrant and option have
           been cancelled.


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

A.        FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. The forward-looking statements contained
in this Report are subject to certain risks and uncertainties. Actual results
could differ materially from current expectations. Among the factors that could
affect the Company's actual results and could cause results to differ from those
contained in the forward-looking statements contained herein is the Company's


                                       11



<PAGE>

ability to implement its business strategy successfully, which will depend on
business, financial, and other factors beyond the Company's control, including,
among others, prevailing changes in consumer preferences, access to sufficient
quantities of raw materials, availability of trained laborers and changes in
tobacco products regulation. There can be no assurance that the Company will
continue to be successful in implementing its business strategy. Other factors
could also cause actual results to vary materially from the future results
covered in such forward- looking statements. Words used in this Report such as
"expects," "believes," "estimates" and "anticipates" and variations of such
words and similar expressions are intended to identify such forward-looking
statements.

The following should be read in conjunction with the Financial Statements of the
Company and the notes thereto included elsewhere in this report.

Description of the Business
---------------------------

Pursuant to the Triad acquisition, the Company has developed proprietary
technology that allows the Company 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.

In sum, 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. The Company expects to receive fees and/or
royalty payments either on a fixed basis per month or on a per gallon basis
charge. The Company intends to license its technology to service stations, truck
stops and/or customers that are otherwise involved in the distribution and sale
of fuel.

RECENT BAHRAIN INSTALLATIONS. The Company has recently completed the successful
installation and demonstration of its Rack to Retail (R2RSM) technology at The
Bahrain National Oil Company (in the country of Bahrain in the Persian Gulf).
The Bahrain National Oil Company will monitor all 15 of its retail sites in real
time over the Internet. A contract with the Bahrain National Oil Company is in
the process of being concluded, although the amount of revenue generated from
this arrangement is not material. The cost of the server in Bahrain is
approximately $7,000 per month. The Bahrain installation serves as a model for
promoting the R2Rsmsystem in the Middle East region.


                                       12


<PAGE>

In addition, the Company filed for commercial registration in the country of
Bahrain and has guaranteed all of the obligations of the commercial negotiation
company in Bahrain pursuant to a written corporate guarantee.

The Company also intends to pursue the acquisition of fuel distributors, jobbers
and transport companies and related facilities.

In May 2000, Triad, the majority shareholder of FuelNation, 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 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 24
months 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.

Results of Operations
---------------------

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.

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.

For the years ended December 31, 1999 and 2000 the Company generated no
revenues, and incurred net losses of $1,677,520 and $2,977,224, respectively.

Operating expenses for the years ended December 31, 1999 and 2000 aggregated
$1,677,992 and $2,955,068, respectively. For the years ended December 31, 1999
and 2000, operating expenses were comprised as follows:

<TABLE>
<CAPTION>


                                                               1999                     2000
                                                               ----                     ----
<S>                                                       <C>                       <C>
        Salaries and wages including related taxes          $ 837,230                 $ 640,760
        Legal and professional                                199,680                    737,397
        Marketing and promotion                               137,200                    188,235
        Travel                                                117,337                    123,567
        Consulting fees                                        92,090                    386,528
        Rent                                                   91,929                     64,188
        Office expense                                         69,642                     82,973
        Depreciation and amortization                           3,744                     44,480
        Other general and administrative                      129,140                    232,501
        Provision for advances toward proposed acquisition                               454,444
                                                          -----------                -----------
        Total Operating Expenses                           $1,677,992                 $2,955,068

</TABLE>

Liquidity and Capital Resources
-------------------------------

The Company's operations to date have consumed substantial amounts of cash. The
Company's independent auditors have included an explanatory paragraph in their
opinion to the Company's audited financial statements with respect to the
Company's ability to continue as a going concern. 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.

ITEM 7.  FINANCIAL STATEMENTS

The financial statements required to be included in this Form 10-KSB are
appended hereto commencing on page F-1.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

The information required by this Item has been previously filed with the
Commission in a Form 8-K dated January 19, 2001.

                                    PART III

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

The following table sets forth the names, positions with the Company and ages of
the executive officers and directors of the Company as of December 31, 2000.
Directors of the Company will be elected at the Company's 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.



                                       14


<PAGE>



The following table sets forth certain information with respect to the directors
and executive officers.

<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, Chief Operating Officer, Director

<FN>
-----------------
(*)   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.
</FN>
</TABLE>

The following is a brief summary of the background of the directors and officers
of the Company:

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.

                                       15


<PAGE>

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.

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 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.


                                       16


<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION
Cash Compensation

The following table shows, for the years ended December 31, 2000, 1999 and 1998
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

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

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

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   5      00,000 (2)      $0.00         $0.00
Joel Brownstein          1999      $8,486 (1) $0.00            $0.00       $26,600   1      50,000 (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   1      50,000 (2)      $0.00       $25,000 (3)
Mitchell Sandler         1999     $14,957     $0.00            $0.00       $19,950   1      50,000 (2)      $0.00         $0.00
                                  (1)

                           SUMMARY COMPENSATION TABLE
                   Annual Compensation                   Long Term Compensation
       Name              Year     Salary    Bonus      Other Annual       Restricted     Underlying       LIP Payout   All other
                                                       Compensation       Stock Awards   Options/SAYS         ($)     compensation
       ----              ----     ------    -----      ------------       ----------     ----------       ----------  ----------
                                                           ($)              ($)                                          ($)
Chris Salmonson          1998      $N/A      $N/A             $N/A          $N/A            N/A           $N/A         $N/A
Robert Simmons           1998      $N/A      $N/A             $N/A          $N/A            N/A           $N/A         $N/A
Shaikh AlKhalifa         1998      $N/A      $N/A             $N/A          $N/A            N/A           $N/A         $N/A
Edwin Ruh                1998      $N/A      $N/A             $N/A          $N/A            N/A           $N/A         $N/A
Russell Adler            1998      $N/A      $N/A             $N/A          $N/A            N/A           $N/A         $N/A
Joel Brownstein          1998      $N/A      $N/A             $N/A          $N/A            N/A           $N/A         $N/A
James L. Wilson          1998      $N/A      $N/A             $N/A          $N/A            N/A           $N/A         $N/A
William C. Schlecht      1998      $N/A      $N/A             $N/A          $N/A            N/A           $N/A         $N/A
Lawrence Gallo           1998     $0.00     $0.00            $0.00         $0.00             0           $0.00        $0.00
Mitchell Sandler         1998     $0.00    $6,500            $0.00         $0.00             0           $0.00        $0.00


<FN>
(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.
</FN>
</TABLE>


                                       17



<PAGE>


Employment Agreements
---------------------

As of December 31, 2000, all of the Company's then outstanding employment
agreements with its officers and former officers were cancelled and the parties
to such agreements relinquished their rights to any accrued unpaid compensation,
future compensation and their rights to receive certain shares of common stock.
The Company has no continuing obligations under any of these agreements and all
of the agreements have been cancelled.

In April 2001, the Company has entered into employment agreements with Chris
Salmonson, and James L. Wilson, and on February 10, 2001, the Company entered
into employment agreements with Daniel Willmott, John T. Leta, Kevin A. White
and Michael D. Freudenberg. Mr. Wilmott, Mr. Leta, Mr. White and Mr. Freudenberg
are computer engineers employed to development and maintain the Company's
technology, information systems and website. The employment agreements all
provide for annual salaries ranging from $90,000/year to $130,000/year and also
provide for three-year terms, with three of the agreements commencing
retroactive to October or November of 2000.

The employment agreement with FuelNation Chairman, Chief Executive Officer and
President, Chris Salmonson provides for an annual base salary of $240,000, and
stock options equal to 8% of the total amount of issued and outstanding stock.
The employment agreement with James L. Wilson, FuelNation's Chief Operating
Officer and Chief Financial Officer, provides for a salary of $180,000 and stock
options to equal 3.3% of the total number of issued and outstanding shares. The
employment agreements for Mr. Salmonson and Mr. Wilson are attached as exhibits
hereto.

Incentive and Non-Qualified Stock Option Plan
---------------------------------------------

On October 3, 1997, the Company adopted 1997 Stock Option Plan (the "Plan"),
which authorizes the issuance of options to purchase a maximum 1,000,000 shares
of common stock. On November 1, 1999 the Plan was amended to authorize the
issuance of options to purchase a maximum of 4,000,000 shares of common stock.
As of December 31, 2000, all person to whom the Company was obligated to issue
options agreed to release the Company from such obligation. On April 5, 2001,
the company terminated the plan.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the Company's
common stock, par value $.01 beneficially owned as of May 9, 2001 for (i) each
stockholder known by the Company to be the beneficial owner of five (5%) percent
or more of the Company's outstanding common stock, (ii) each of the Company's
directors, (iii) each named executive officer (as defined in Item 402(a)(2) of
Regulation S-B), and (iv) all executive officers and directors as a group. At
May 9, 2001 there were 161,433,208 shares of common stock outstanding.



                                       18



<PAGE>

--------------------------------------------- ---------------------------------
Name and Address of Beneficial Owner (1)       Amount and Nature of beneficial
                                                        Ownership (2)
--------------------------------------------- ---------------------------------
--------------------------------------------- ---------------------------------
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.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On October 13, 2000, Triad Petroleum, LLC ("Triad") acquired 96% of the voting
equity of the Company pursuant to the terms of a Share Sale and Contribution
Agreement (the "Agreement") dated as of September 14, 2000. According to the




                                       19



<PAGE>

Agreement, the Company 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 to the Company by Triad of its exclusive 50 year license and
distribution rights under a Technology License and Marketing Agreement with
E-Mation, LLC (an affiliate of Triad). This license agreement provides for the
exclusive rights to make market and sell products and services using E-Mation's
R2RSMproprietary technology for the fuel industry. This R2RSMtechnology
integrates all aspects of the business operations for both wholesale
distribution and retail sale of fuel.

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, 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 the accompanying condensed
balance sheet as of December 31, 2000.

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 pay in capital in the condensed balance sheet as
of December 31, 2000.

Settlement of Liabilities.
-------------------------

In connection with Triad's acquisition of a controlling interest in the Company,
Triad and the Company have been satisfying and/or settling a significant portion
of the debts, claims and other liabilities of the Company. During the calendar
year 2000, $340,000 in liabilities was settled for $340,000. Releases have been
furnished by all of the claimants.

On August 12, 1999 and December 30, 1999, the Company borrowed an aggregate of
$100,000 from a third party, a principal of whom is also a shareholder in the
Company. The loan was payable in full on or before July 1, 2000 and bore
interest at 2% above the base rate of the Bank of England, from time to time,
compounded daily and all interest is payable at maturity.] This loan was repaid
by the Company on October 25, 2000 by a payment of $100,000 in settlement of the
amount due.]


                                       20




<PAGE>


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Index to Exhibits



     Exhibits  Description of Documents
     --------  ------------------------
        2         Regenesis - Triad Share Sale and Contribution Agreement -
                  dated September 14, 2000 10.0 Triad FuelNation Assignment
                  & Assumption Agreement - dated October 13, 2000
      10.1        Triad - Regenesis Assignment and Assumption
                  of License Agreement
                  with Licensor dated October 13, 2000.
      10.2        Employment Agreement for Christopher Salmonson
      10.3        Employment Agreement for James L. Wilson



(b)        Reports on Form 8 K


        1.  Form 8-K dated March 1, 2001
           - Item 6 - Resignation of Directors
        2.  Form 8-K dated January 19, 2001
           - Item 4 - Change in Registrants' Certifying Accountant
        3.  Form 8-K dated January 3, 2001
           - Item 5 - Other events (completion of Regulation D offering)
        4.  Form 8-K dated October 30, 2000
           - Item 1 - Changes in Control






                                       21




<PAGE>



SIGNATURES

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

                                   Registrant:

Date

May 21, 2001                       By:_____________________________
                                      Christopher Salmonson, President,
                                      CEO, Chairman of the Board


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 and on the
date indicated.

Date:

May 21, 2001


By:_________________________________        By:_____________________________
   Christopher Salmonson, Director,            Shaikh Isa Mohammed
   President, CEO                              Isa AlKhalifa
   (Principal Executive Officer)

                                            By:_____________________________
                                               Ed Ruh, Director

                                            By:_____________________________
                                               James L. Wilson, Director

                                            By:______________________________
                                               William C. Schlecht, Director





<PAGE>


                                 FUELNATION INC.
                       (FORMERLY REGENESIS HOLDINGS, INC.)
                           DECEMBER 31, 2000 AND 1999



                          INDEX TO FINANCIAL STATEMENTS





REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                            2

FINANCIAL STATEMENTS
         BALANCE SHEET                                                         4

         STATEMENTS OF OPERATIONS                                              5

         STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY                         6


         STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED                          7

         NOTES TO FINANCIAL STATEMENTS                                         8






                                      F-1
<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors
FUELNATION INC.
Boca Raton, Florida


We have audited the accompanying balance sheet of FUELNATION INC. as of December
31, 2000, and the related statements of operations, changes in stockholders'
equity, and cash flows for the year then ended. 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 audit.

We conducted our audit in accordance with generally accepted auditing standards
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 audit provides a
reasonable basis for our opinion.

In our opinion, the 2000 financial statements referred to above present fairly,
in all material respects, the financial position of FUELNATION INC. as of
December 31, 2000, and the results of its operations and cash flows for the year
then ended in conformity with generally accepted accounting principles 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 the financial
statements, the Company has suffered significant losses, and its operations and
sources of revenues provide little source of revenue at this time. These
factors, among others, raise substantial doubt about its ability to continue as
a going concern. Management's plans with regard to these matters are described
in the notes to the financial statements. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.





/s/ Sellers & Associates, P.C.
------------------------------
May 17, 2001
Ogden, Utah





                                      F-2
<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




Board of Directors
FuelNation, Inc. (Formerly Regenesis Holdings, Inc.)
Miami Beach, Florida


We have audited the accompanying statements of operations, changes in
stockholders' equity, and cash flows of FuelNation, Inc. (Formerly Regenesis
Holdings, Inc.) for the year ended December 31, 1999. 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides a reasonable basis for our opinion.

In our opinion, the 1999 financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of
FuelNation, Inc. for the year ended December 31, 1999 in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 9 to the
financial statements, the Company has suffered and continues to suffer
significant losses, has an accumulated deficit and, as of December 31, 1999, has
no operations or sources of revenues. These factors, among others, raise
substantial doubt about its ability to continue as a going concern. Management's
plans with regard to these matters are described in Note 9. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.




/S/ MOORE STEPHENS LOVELACE, P. A.
----------------------------------
Certified Public Accountants


Orlando, Florida
May 26, 2000




                                      F-3
<PAGE>

<TABLE>
<CAPTION>




                                 FUELNATION INC.
                       (FORMERLY REGENESIS HOLDINGS, INC.)
                                  BALANCE SHEET

                                DECEMBER 31, 2000


ASSETS


CURRENT ASSETS:
<S>                                                                   <C>
   Cash                                                               $   13,198
   Receivables-Other                                                      16,499
   Due from Escrow Accounts                                              435,470
   Inventory                                                             553,623
   Due from Officers and Stockholders                                    172,874
   Prepaid Expense                                                        23,916
                                                                      ----------
Total Current Assets                                                   1,215,580
                                                                      ----------

FIXED ASSETS:
   Office Equipment and Computer Systems, net of
      accumulated depreciation of $23,276 in 2000                        209,479
                                                                      ----------

OTHER ASSETS:
   Technology                                                          1,535,133
   Investments                                                           403,886
                                                                      ----------
Total Other Assets                                                     1,939,019
                                                                      ----------

Total  Assets                                                         $3,364,078
                                                                      ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts Payable                                                   $  375,404
   Accrued Liabilities                                                   398,467
   Payroll and Taxes Payable                                             125,800
                                                                      ----------
Total Current Liabilities                                                899,671
                                                                      ----------

LONG-TERM LIABILITIES                                                       --
                                                                      ----------

COMMITMENTS AND CONTINGENCIES                                               --
                                                                      ----------

STOCKHOLDERS' EQUITY:

   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                                            915,210
   Accumulated (Deficit)                                                    --
                                                                      ----------
Total Stockholders' Equity                                             2,464,407
                                                                      ----------
Total Liabilities and Stockholders' Equity                            $3,364,078
                                                                      ==========

                             See Accompanying Notes

</TABLE>
                                      F-4
<PAGE>

<TABLE>
<CAPTION>



                                 FuelNation Inc.
                       (ForMERLY REGENESIS HOLDINGS, Inc.)
                            STATEMENTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999

                                                        2000           1999

Revenue                                            $       --      $       --
                                                   ------------    ------------

OPERATING EXPENSES:
<S>                                                     <C>             <C>
   Salaries and wages including related taxes           640,760         837,230
   Legal and professional                               737,397         199,680
   Marketing and promotion                              188,235         137,200
   Travel                                               123,562         117,337
   Consulting fees                                      386,528          92,090
   Rent                                                  64,188          91,929
   Office expenses                                       82,973          69,642
   Depreciation and amortization                         44,480           3,744
   Other general and administrative expenses            232,501         129,140
   Abandonment of pending acquisition                   454,444            --
                                                   ------------    ------------
TOTAL OPERATING EXPENSES                              2,955,068       1,677,992
                                                   ------------    ------------

OPERATING LOSS                                       (2,955,068)     (1,677,992)

Other Income (Expenses):
   Interest and other income                               --            12,900
   Interest expense                                     (22,156)        (12,428)
                                                   ------------    ------------
TOTAL OTHER INCOME (EXPENSES), NET                      (22,156)            472
                                                   ------------    ------------

LOSS BEFORE EXTRAORDINARY ITEM                       (2,977,224)     (1,677,520)

Extraordinary item, extinguishment of debt            1,047,421            --
                                                   ------------    ------------

NET INCOME (LOSS)                                  $ (1,929,803)   $ (1,677,520)
                                                   ============    ============


INCOME (LOSS) PER SHARE:
Loss before extraordinary item                     $      (0.08)   $      (0.42)
Extraordinary item                                        (0.02)   $       --
BASIC AND DILUTED NET LOSS PER COMMON SHARE        $      (0.06)   $      (0.42)
                                                   ============    ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING           37,254,339       3,999,200
                                                   ============    ============




                             See Accompanying Notes



</TABLE>
                                      F-5
<PAGE>


<TABLE>
<CAPTION>






                                 FUELNATION INC.
                       (FORMERLY REGENESIS HOLDINGS, INC.)
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                     YEARS ENDED DECEMBER 31, 2000 and 1999



                                                                            Preferred Stock                   Common Stock
                                                                          Shares       Amount            Shares            Amount
                                                                        --------------------------------------------------------
 <S>                                                                      <C>       <C>                 <C>            <C>
                                                                      --      $       --           762,345      $      7,623

Issuance of Series C Preferred Stock                                      48,000             480            --                --
Conversion of Series C Preferred Stock into common stock                 (48,000)           (480)        900,000             9,000
Issuance of common stock in private placement transactions                  --              --         1,736,417            17,365
Issuance of common stock to officers employment agreement                   --              --         1,925,000            19,250
Issuance of common stock to acquire Net Disc, Inc. assets                   --              --            10,000               100
Issuance of common stock for services and expenses                          --              --           105,212             1,052
Issuance of common stock upon exercise of stock options                     --              --           950,000             9,500
Issuance of options and warrants                                            --              --              --                --
Net (Loss)                                                                  --              --              --                --
                                                                        -----------------------------------------------------------
Balances, December 31, 1999                                                 --              --         6,388,974            63,890
                                                                        -----------------------------------------------------------

Issuance of common shares in private placement transactions                 --              --           300,000             3,000
Issuance of common shares to officer pursuant to the
    amendment of an employment agreement                                    --              --            50,000               500
Issuance of common shares in payment of deferred consulting fees            --              --         1,050,000            10,500
Issuance of common shares to acquire Internet Domain name                   --              --           250,000             2,500
Issuance of warrants to purchase common stock                               --              --              --                --
Issuance of common shares in payment of expenses                            --              --            64,974               650
Cancellation of a private placement transaction                             --              --          (200,000)           (2,000)
Cancellation of common shares issuable to current and former
    officers,directors and certain consultants in connection with
    cancellation of employment and consulting agreements                    --              --        (1,837,482)          (18,375)
Issuance of Preferred Stock for acquisition                            5,000,000          50,000            --                --
Issuance of Common Stock for acquisition                                    --              --        94,000,000           940,000
Exchange of Preferred Stock for Common Stock @ 10 to 1                (5,000,000)        (50,000)     50,000,000           500,000
Issuance of Common Stock in Private Placement transactions                  --              --         5,193,181            51,932
Cancellation of common shares for settlement of debt                        --              --          (340,000)           (3,400)
Net (Loss)                                                            (1,929,803)     (1,929,803)
Quasi Reorganization-Recapitalization                                       --              --              --                --
                                                                      ------------------------------------------------------------
Balance December 31, 2000                                                   --                 $    - 154,919,647     $  1,549,197
                                                                      ============================================================




                                                                         Additional
                                                                           Paid-In
                                                                          Capital         Deficit          Total

                                                                      ----------------------------------------------

Balances, December 31, 1998                                            $ 12,471,481    $(12,475,559)   $      3,545

Issuance of Series C Preferred Stock                                         56,700            --            57,180
Conversion of Series C Preferred Stock into common stock                     (8,520)           --              --
Issuance of common stock in private placement transactions                  494,235            --           511,600
Issuance of common stock to officers employment agreement                   108,500            --           127,750
Issuance of common stock to acquire Net Disc, Inc. assets                       530            --               630
Issuance of common stock for services and expenses                            5,013            --             6,065
Issuance of common stock upon exercise of stock options                     228,000            --           237,500
Issuance of options and warrants                                             13,892            --            13,892
Net (Loss)                                                                     --        (1,677,520)     (1,677,520)
                                                                       --------------------------------------------
Balances, December 31, 1999                                              13,369,831     (14,153,079)       (719,358)
                                                                       --------------------------------------------

Issuance of common shares in private placement transactions                 447,000                         450,000
Issuance of common shares to officer pursuant to the
    amendment of an employment agreement                                      2,000                           2,500
Issuance of common shares in payment of deferred consulting fees             42,000                          52,500
Issuance of common shares to acquire Internet Domain name                    10,000                          12,500
Issuance of warrants to purchase common stock                                 8,999                           8,999
Issuance of common shares in payment of expenses                              2,598                           3,248
Cancellation of a private placement transaction                            (198,000)                       (200,000)
Cancellation of common shares issuable to current and former
    officers,directors and certain consultants in connection with
    cancellation of employment and consulting agreements                       --                           (18,375)
Issuance of Preferred Stock for acquisition                                 450,000            --           500,000
Issuance of Common Stock for acquisition                                       --              --           940,000
Exchange of Preferred Stock for Common Stock @ 10 to 1                     (450,000)           --              --
Issuance of Common Stock in Private Placement transactions                3,313,664            --         3,365,596
Cancellation of common shares for settlement of debt                           --              --            (3,400)
Net (Loss)
Quasi Reorganization-Recapitalization                                   (16,082,882)     16,082,882            --
                                                                       ---------------------------------------------
Balance December 31, 2000                                              $    915,210     $      --      $  2,464,407
                                                                       =============================================


                             See Accompanying Notes



</TABLE>
                                      F-6
<PAGE>

<TABLE>
<CAPTION>


                                 FUELNATION INC.
                       (FORMERLY REGENESIS HOLDINGS, INC)
                            STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                                                             2000          1999
Cash Flows from Operating Activities:
<S>                                                                     <C>            <C>
   Net loss                                                             $(1,929,803)   $(1,677,520)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
         Depreciation and amortization                                       44,480          3,744
         Income from forgiveness of debt                                 (1,047,421)          --
         Common stock for services and expenses                              70,748           --
         Common stock for debt cancellation                                  21,775           --
         Stock warrants for services                                          8,999           --
         Expenses paid by issuance of common stock                             --          252,737
         Changes in operating assets and liabilities:
            (Increase) Decrease Receivables- Other                          (16,499)
            (Increase) Decrease Due from Escrowed Funds                    (435,470)
            (Increase) Decrease Prepaid Expenses                            (23,916)
            (Increase) Decrease Inventory                                  (553,623)
            Increase (Decrease) Accounts Payable                            293,909
            Increase (Decrease) Accrued Liabiliites                         288,774
            Increase (Decrease) Payroll & Taxes Payable                    (276,368)          --
            Accrued Payroll                                                    --          402,168
            Accounts payable and other current liabilities                     --          176,785
                  Net cash used in operating activities                  (3,554,415)      (842,086)

Cash Flows from Investing Activities:
   Advances toward pending acquisition                                     (403,886)      (155,492)
   Payments for fixed assets                                               (232,755)       (26,698)
   Payments for technology                                                 (135,133)
   Payments for other assets                                                 18,922        (16,422)
   Disposal of fixed assets- at net book value                                1,824
   Excess of cost over fair value                                               556
   Abandoned & lost investment in pending acquisition                       155,492           --
                  Net cash provided by (used in) investing activities      (594,980)      (198,612)

Cash Flows from Financing Activities:
   Net proceeds from issuance of common stock                             3,365,596        461,250
   Issue of private placement, net                                          250,000           --
   Proceeds from exercise of stock options by officers and directors           --          237,500
   Proceeds from loans payable                                                 --          175,000
   Proceeds from convertible note                                          (100,000)       100,000
   (Payment) on loans payable                                              (150,000)       (25,000)
   Proceeds from loans from officers and shareholders                       868,036        173,035
   Loans to officers, stockholders                                         (172,874)          --
                  Net cash provided by financing activities               4,060,758      1,121,785


Net Increase in Cash                                                        (88,637)        81,087

Cash, Beginning of year                                                     101,835         20,748

Cash, End of year                                                       $    13,198    $   101,835


Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for interest                             $      --      $      --


                             See Accompanying Notes

</TABLE>

                                      F-7
<PAGE>

                                 FUELNATION INC.
                       (FORMERLY REGENESIS HOLDINGS, INC)
                            STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999

Supplemental Schedule of Non Cash Investing and Financing Activities:
   Year Ended December 31, 2000:

Issuance of 250,000 shares of common stock to acquire the URL address Music
     411.com valued at $12,500.
Issuance of an aggregate of 1,050,000 shares of common stock in connection with
     three consulting agreements, valued at $52,500.
Issuance of an aggregate of 50,000 shares in connection with the amendment of an
     employment agreement with an officer, valued at $2,500.
Cancellation of 1,837,482 shares of common stock issuable to officers and
     directors, former officers and directors and certain consultants in
     connection with cancellation of employment agreements and consulting
     agreements, valued at $868,036.
Issuance of preferred stock , valued at $500,000. Issuance of common stock,
valued at $940,000.
Issuance of common stock in exchange for preferred stock @10 to 1, valued at
     $500,000.
Issuance of 64,974 shares of common stock for payment of expenses valued at
     $3,248.

Supplemental Schedule of Non Cash Investing and Financing Activities:
   Year Ended December 31, 1999:
      Issuance of 48,000 shares of Series C Preferred Stock valued at $57,180.
      Issuance of 10,000 shares of common stock to acquire the assets of
         Net Disc, Inc. valued at $630.
      Issuance of 1,925,000 shares of common stock to officers and directors in
         connection with their employment agreements, including amendments
         thereto, valued at $127,750.
      Excess of estimated fair market value of 950,000 shares of common stock
         over the aggregate selling price of $9,500.
      Issuance of 50,000 shares of common stock in payment of deferred
         consulting fees, valued at $2,500.
      Issuance of 27,500 shares of common stock in payment of employee salaries
         and wages, valued at $1,625.
      Issuance of 3,000 shares of common stock in payment of legal fees, valued
         at $210.
      Issuance of 24,712 shares of common stock in payment of loan fees and
         interest expense, valued at $1,730.
      Issuance of options to purchase 370,000 shares of common stock and and
         warrants to purchase 216,000 shares of common stock, valued at an
         aggregate of $13,892.



                             See Accompanying Notes


                                      F-8
<PAGE>



                                 FUELNATION INC.
                       (Formerly Regenesis Holdings, Inc.)
                          Notes to Financial Statements
                           December 31, 2000 and 1999




Note 1.  Organization and Nature of Business

History

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.

The Company was originally formed to develop and operate Domino's Pizza outlets
in the Republic of Poland. The Company also operated medical centers offering
primary care medical services and medically supervised weight loss programs.
These operations were discontinued after suffering substantial losses.

In 1999, the Company acquired the operating assets of NetDisc, Inc. for 10,000
shares of common stock. NetDisc was engaged in Internet advertising, and had
developed CD Rom/Internet technology, which directs users to the websites of
advertisers. The Company did not generate any operating revenues for the years
ended December 31, 1999, and 2000 from these efforts. The Company abandoned
these efforts in 2000. The loss from these operations are reported within the
regular operations of the Company on the statement of operations for both
December 31, 2000 and 1999.

During 1999 and 2000 the Company invested substantially in acquisition efforts.
These were unsuccessful, except the one with Triad Petroleum, LLC (Triad). The
Company in October 2000 acquired from Triad all rights and ownerships to a bench
marked proprietary software system and the related assets associated with it. No
liabilities were assumed in the acquisition. The proprietary software system,
called "R2R" (Rack to Retail) collects and reports data in the liquid fuel
industry and related sales of liquid fuel and other items sold in retail stores.
The prospects of what kinds of data can be collected and reported continues to
grow, as do the requests to collect such data.

On December 15, 1998, the Company's common stock was delisted from the OTC
Bulletin Board for failure to comply with Rule 15C-211. On June 30, 2000, the
Company's common stock resumed trading on the OTC Bulletin Board.


Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The Company prepares its books and records on the accrual basis for financial
reporting and for income taxes. The accompanying financial statements represent
the transactions for the fiscal years ending, December 31, 2000 and 1999.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that effect 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 revenue and expenses during
the reported period. Actual results could differ from these estimates.


                                      F-9
<PAGE>


Note 2. Summary of Significant Accounting Policies (continued)

Impairment of Long-Lived Assets

It is the Company's policy to periodically evaluate the economic recoverability
of all of its long-lived assets. In accordance with that policy, when the
Company determines that an asset has been impaired, it recognizes the loss in
its statement of operations.


Fair Value of Financial Instruments

The methods and assumptions used to estimate the fair value of each class of
financial instruments are as follows:

Cash and cash equivalents, receivables, notes payable, accounts payable,
refundable deposits, due to stockholder, and deferred income are reflected in
the financial statements at fair value because of the short maturity of these
instruments.


Cash Equivalents

For purposes of reporting of cash flows, the Company classifies all cash and
short-term investments with maturities of three months or less to be cash
equivalents.


Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of
credit risk consist principally of cash. Cash is held in banks or other
financial institutions and at times may exceed federally insured limits. The
Company has not incurred any losses on its cash deposits and it does not believe
its is exposed to any significant credit risk therefrom.


Fixed Assets

Fixed assets stated at cost. Depreciation is provided on the straight line
method at rates based upon the estimated useful lives of individual assets or
classes of assets. Expenditures for repairs and maintenance are expensed as
incurred. Expenditures which materially increase values, or extend useful lives
are capitalized.


Income Taxes

The Company has adopted the provisions of statements of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," which incorporates the use of
the asset and liability approach of accounting for income taxes. The asset and
liability approach requires the recognition of deferred tax assets and liability
for the expected future consequences of temporary differences between the
financial reporting basis and tax basis of assets and liabilities.

During 2000, the Company underwent an ownership change as defined in Section 382
of the Internal Revenue Code. Consequently, management believes the net
operating loss carry forwards are lost. Therefore, no recognition of any net
operating loss carry forwards or benefits are reflected in these financial
statements. Note 2. Summary of Significant Accounting Policies (continued)



                                      F-10
<PAGE>


Revenue Recognition

Revenue is recognized from sales and services when they are performed.


Comprehensive Income

The Company has adopted SFAS No. 130 Reporting Comprehensive Income. The Company
has no reportable differences between net income and comprehensive income,
therefore a statement of comprehensive income has not been presented.


Advertising Expense

Advertising costs are expensed as incurred. Advertising costs for 1999 and 2000
were not significant expenditures.


Net Loss Per Share of Common Stock

The basic and diluted net loss per common share in the accompanying statements
of operations are based upon the net loss divided by the weighted average number
of shares outstanding during the periods presented. Diluted net loss per common
share is the same as basic net loss per common share since the inclusion of all
potentially dilutive common shares that would be issuable upon exercise of
outstanding stock options and warrants would be anti-dilutive.

Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation" established accounting
and disclosure requirements using a fair-value based method of accounting for
stock-based employee compensation plans. The Company has elected to remain on
its current method of Accounting as described above, and has adopted the
disclosure requirements of SFAS No. 123.

The Company had employee compensation plans dealing with stock in 1999. During
2000 the Company purchased selected assets of Triad Petroleum, LLC. In
consummating this acquisition all employee compensation plans and related
deferred compensation plans were terminated. Employees impacted by the
termination of previously existing employee compensation plans were compensated
in cash and/or Company stock. As of December 31, 2000, the Company has no
stock-based compensation plans and no stock is committed for any stock-based
compensation plans.

Note 3.  Fixed Assets

A summary of fixed assets at December 31, 2000 is as follows:
                                                                 Estimated
                                                                Useful Lives
         Furniture and equipment...................  $110,525      5 years
         Computers.................................   122,230      5 years
         Less-accumulated depreciation.............   (23,276)
                                                     --------
                                                     $209,479
                                                     ========
Depreciation expense...............................  $ 44,480
                                                     ========

On or before September 30, 2000, the Company disposed of all fixed assets at net
book value. Thus, no gain or loss is recognized on the disposal of fixed assets.



                                      F-11
<PAGE>


Note 4.  Technology Costs and Rights

The Company purchased the following on October 13, 2000.

      Working model of computer designed proprietary software "R2R"  $   570,000
      Exclusive ownership and rights to the "R2R"                        870,000
                                                                     -----------
                                                                       1,440,000
Since the acquisition the Company continues to expand the
data collection features of the computer designed proprietary
software and the satellite retrieval and other access methods.

Additional costs incurred from October 13, 2000 To
December 31, 2000 are                                                     95,133
                                                                     -----------

Total as of December 31, 2000                                         $1,535,133
                                                                     ===========

The Company determines the cost outlays incurred on technology costs by
assigning all direct costs and a portion of indirect costs to the projects
worked on. It then capitalizes those costs incurred where they are determined to
have an extended useful life beyond the current year.

Management has elected not to amortize the rights portion of $870,000. The
balance is amortized over 10 years once it is put into service, which will be
after December 31, 2000.

The Company evaluates the status of technology costs. If the Company determines
the net book value of technology costs as capitalized as "other assets" on the
balance sheet is worth less than what is reported on the financial statements it
will write the asset down.


Note 5.  Income Taxes

As of December 31, 2000, the Company had an estimated net operating loss
carryforward from October 13, 2000 to December 31, 2000 of approximately
$1,480,000 available to offset future taxable income. All net operating loss
carryforwards prior to October 13, 2000 were lost because of the significant
change in ownership at October 13, 2000. The net operating loss carryforward
begins to expire in year 2015. Under U.S. federal law, certain changes in
ownership of the Company may cause a limitation on future utilization of loss
carryforwards.

The deferred income tax asset of $444,000 (36% x $1,480,00) has been fully
offset by a valuation allowance of like amount. Therefore, the deferred income
tax benefit is netted to $0 and is not reflected in these financial statements.

There were no payments made for income taxes in the year ending December 31,
 2000.


Note 6. Stockholders' Equity

Acquisition of other assets technology

On October 13, 2000 the Company acquired all of the proprietary computer and
software system and other selected assets but no liabilities of Triad Petroleum,
LLC (Triad). In exchange the Company issued 94,000,000 shares of common stock
and 5,000,000 of preferred stock which was subsequently converted to 50,000,000
shares of common stock. The total value assigned to this purchase is $1,440,000.



                                      F-12
<PAGE>



Note 6. Stockholders' Equity (continued)

Upon conversion to 144,000,000 shares of common stock the new shareholders
(Triad and its individual members) effectively owned 96% ownership of the
Company.

This acquisition is reported on the purchase method of accounting.

Quasi Reorganization & Recapitalization

On December 8, 2000 the Board of Directors determined to make a quasi
reorganization effective December 31, 2000. Management acknowledged the
accumulated deficits of all of the prior years as well as 2000 are not
indicative of what is not occurring. The recapitalizations (quasi
reorganization) zeros out the accumulated (deficit) account by an amount of
$17,130,303 with the offset reducing the paid in capital by the same amount.

Stock Options and Warrants

In 1999, the Company entered into an agreement with JW Genesis Capital Markets,
Inc. ("JW Genesis"), whereby JW Genesis acted for a time in assisting the
Company to raise funds. In connection with these services, which are terminated
as of December 31, 2000, the 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. The warrants were recorded at their
estimated fair market value of $12,500. No warrants have been exercised.

As of December 31, 2000, other current liabilities in the accompanying balance
sheet includes $37,500 still due to JW Genesis pursuant to the agreement. No
current services are provided by JW Genesis to the Company.

In 2000 the Company entered into a consulting agreement with Equity Group to
provide certain services. These services are terminated as of December 31, 2000.
The services provided certain compensation to Equity Group. Options were granted
to Equity Group to purchase 216,000 shares 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 options have been
exercised. The options are recorded at their estimated fair market value of
$10,800.

Amended Activities of Incorporation November 15, 2000

On November 15, 2000, the Board of Directors of the Company and a majority of
the stockholders filed an amendment to the articles of Incorporation, which
provided for an increase in the number of shares of common and preferred shares
as follows: The maximum 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. On February 1, 1999, the Board of Directors of the
Company designated 300,000 shares of authorized Preferred Stock as Series B
Preferred Stock with a par value of $.01 per share. The Series B Preferred Stock
has equal voting rights with the Company's Common Stock upon conversion to
common stock; is convertible, at the option of the holder, into twenty shares of
Common Stock for each share of Series B Preferred Stock; is redeemable at any
time at the sole option of the Company at a redemption price to be negotiated by
the parties; is entitled to dividends from time to time as determined in the
sole discretion of the Company out of funds legally available for the payment of
dividends; and is entitled to a liquidation preference of $.01 per share upon
voluntary or involuntary dissolution or winding up the Company.


                                      F-13
<PAGE>


Note 6. Stockholders' Equity (continued)

Other Activity during 2000

Refer to Note 7.


Equity Activity during 1999

On February 1, 1999, the Board of Directors of the Company designated 300,000
shares of authorized Preferred Stock as Series C Preferred Stock with a par
value of $.01 per share. The Series C Preferred Stock has equal voting rights
with the Company's Common Stock; is convertible, at the option of the holder,
into fifty shares of Common Stock for each share of Series C Preferred Stock; is
redeemable at any time at the sole option of the Company at a redemption price
to be negotiated by the parties; is entitled to dividends from time to time as
determined in the sole discretion of the Company out of funds legally available
for the payment of dividends; and is entitled to a liquidation preference of
$.01 per share upon voluntary or involuntary dissolution or winding up of the
Company. In connection with the conversion of 48,000 shares of Series C
Preferred Stock into 900,000 shares of common stock, the Board of Directors of
the Company redesignated the conversion price to 18.75 shares of common stock
for each share of Series C Preferred Stock.

On February 1, 1999, the Company sold 35,000 shares of Series C Preferred Stock
to the Company's Chairman and received net proceeds of $350. Contemporaneously,
the Chairman transferred 29,000 of his Series C Preferred Stock to certain
officers of the Company. On February 3, 1999, the Company sold 13,000of its
Series C Preferred Stock in a private offering and received net proceeds of
$130. The Chief Executive Officer and a director purchased 3,000 and 10,000
shares, respectively. All of the Series C Preferred Stock was subsequently
converted into a total of 900,000 shares of common stock. Results of operations
for the year ended December 31, 1999, includes a charge for compensation expense
of $56,700 relating to the issuance of the 48,000 shares of Series C Preferred
Stock.

During the year ended December 31, 1999, the Company issued 1,736,417 shares of
common stock in private placement transactions, at per share prices ranging from
$.01 to $4.00, and received cash proceeds of $461,250. In connection with the
issuance of 950,000 of such shares of common stock to 29 investors for an
aggregate purchase price of $9,500, 631,000 of such shares were issued to
related parties for an aggregate purchase price of $6,310. Results of operations
for the year ended December 31, 1999, includes a charge for compensation expense
of $50,350 which represents the excess of the estimated fair market value of the
950,000 shares of common stock over the selling price of $9,500.

During the year ended December 31, 1999, the Company issued 1,925,000 shares of
common stock pursuant to the terms, including amendments thereto, of employment
agreements with its senior management. Results of operations for the year ended
December 31, 1999, includes a charge for compensation expense of $127,750
relating to the issuance of the 1,925,000 shares of common stock. The Company
also issued an aggregate of 105,212 shares of common stock, valued at $6,065 in
payment of deferred consulting fees, accrued payroll, legal fees and interest
expense.

In connection with the issuance of 48,000 shares of Series C Preferred Stock,
which was converted into 900,000 shares of common stock, the sale of 950,000
shares of common stock to 29 investors, the grant of 1,925,000 shares of common
stock to officers pursuant to their employment agreements and the issuance of
80,500 shares in payment of deferred consulting fees, accrued payroll and legal
fees, the Company valued the aggregate 3,855,500 shares of common stock at an
average price of $.062 per share. Each transaction was valued based upon the
last publicly traded price of the Company's common stock nearest to the date of
the transactions. The Company believes that the per share prices used to value
each


                                      F-14
<PAGE>


Note 6. Stockholders' Equity (continued)

Equity Activity during 1999

transaction reasonably reflects the estimated fair market value per share of the
Company's common stock on the date of the transactions.

At December 31, 1999, the Company had reserved 4,420 shares of common stock for
issuance pursuant to the terms of its stock option plan and other outstanding
options and warrants.

The Company has adopted the disclosure only provisions of SFAS No. 123.
Accordingly, no compensation cost has been recognized for the issuance of stock
options to employees.

Had compensation cost for the Company's issuance of common stock options during
the year ended December 31, 1999 been determined based upon the fair market
value at the date of grant consistent with provisions of SFAS No. 123, the
Company's net loss and net loss per common share would have increased to the
unaudited proforma amounts listed below.

         Net loss as reported..............................  $(1,677,520)
         Proforma net loss, unaudited......................   (1,724,609)
         Net loss per share................................         (.42)
         Proforma net loss per share, unaudited.......              (.43)

The Company utilizes the Black-Scholes options pricing model to calculate the
fair value of each individual issuance of options with the following assumptions
used for grants during the year ended December 31, 1999; dividends yield of 0%;
expected average annual volatility of 150%; average annual risk free interest of
7.5%; and expected terms averaging 3.9 years.


Note 7.  Settlement of debt

New Management in conjunction with retired management negotiated with old
management to received 1,260,000 shares of stock and that were put into escrow
for the benefit of the Company. This stock was then used in negotiating
settlements with as many creditors as possible. Ultimately, the Company issued
from escrow 410,000 shares of stock in 2000. In addition 340,000 shares of
common stock were returned into the treasury of the Company. The Company
subsequently satisfied $340,000 in debt. In the year 2001 the Company has
negotiated to settle debts by issuing 302,800 shares of common stock, of which
60,000 shares are free trading shares, and 242,800 shares are restricted shares.
Also, 466,000 options and warrants were issued for a value of $23,300, which are
exercisable through various dates through March 7, 2005.

During the year ended December 31, 2000, the Company returned to treasury common
shares totaling 1,837,482. These shares satisfied debt of $1,047,421. The dollar
amount of forgiven debt is reflected in the statement of operations for the year
ended December 31, 2000.


Note 8. Loss on Acquisitions

During 1999 the Company invested $155,492 towards the efforts in acquisition.
During 2000, the Company abandoned those efforts and lost all of its
investments. In addition, the Company sought out other acquisitions and expended
over $1,000,000 in consulting fees, lost deposits, advances, and other costs of
acquisitions. All of these efforts, except for the acquisition of the technology
from Triad Note 8. Loss on Acquisitions (continued)



                                      F-15
<PAGE>


Petroleum, LLC, were not successful. These losses are recognized as various
expenses in the statement of operations for the year 2000.

As of December 31, 2000 the Company has one acquisition it has begun. This is
with a company dealing with liquid fuel. This acquisition effort has stalemated
where the $425,000 invested in this tentative acquisition will be returned to
the Company, less $35,000 retained for accounting expenses of the target
company. This asset of $425,000 and the corresponding $35,000 debt commitment
are recognized on the financial statements as of December 31, 2000.


Note 9. Financial Condition and 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 has suffered significant losses, and its operations and
sources of revenues provide little source of revenue at this time. These
factors, among others, raise substantial doubt about its ability to continue as
a going concern. Management's plans with regard to these matters are described
in the following paragraphs. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

The Company raised substantial funds in private placements offerings during 1999
and 2000. It expended significant efforts to acquire operating companies with
little success and at considerable expense. The Company now owns valuable
technology, purchased primarily in a stock transaction. During 2000 the Company
raised additional funds of $3,365,596 in a private placement. This was
accomplished about the same time as the purchase of the technology.

Presently, the majority shareholders plan to continue funding the operations of
the Company anticipating other sources will come about in the near future.


Note 10. Related Party Transactions

During the year ended December 31, 1999, the Company incurred $12,075 of legal
fees from the wife of the Chairman of the Board.

During the year ended December 31, 1999, the Company incurred an aggregate of
$47,657 of consulting fees and commissions payable to its former Chief Executive
Officer and President and its former Chief Financial Officer and Treasurer of
which $26,525 was incurred prior to their appointment as executive officers of
the Company and $21,132 was incurred after their appointment as executive
officers of the Company. The employment agreement for the former Chief Financial
Officer and treasurer provided for the payment of $15,000 of fees for his
assistance in raising capital for the Company.

During the year ended December 31, 1999, the Company received working capital
advances of $85,925 for the father of former Chairman of the Board, who together
with his wife and entities controlled by such individuals which are major
shareholders of the Company. During 1999, the Company repaid $48,166 of such
advances.


                                      F-16
<PAGE>



Note 11. Commitments and Contingencies

Litigation

In December 1998 the Company filed a Complaint in the Circuit Court of the
Fifteenth Judicial Circuit in and for Palm Beach County, Florida titled Shulman
& Associates, Inc., Manny /Shulman, Franklyn Weichselbaum, Mitchell Rubinson and
the Company, Regenesis Holdings, Inc. (now FUELNation Inc) v. Elizabeth Shwiff,
Fincross, Ltd., Elpoint Corporation, Elpoint, Co., L.L.C., Russion Securities
Co., Yakovlev, Oleg Pavlioutchouk and Maxim Shishlyannikov, for defamation and
liable in connection with certain information released about the Company.
Counterclaims were filed as well as a collateral action against the Company and
others in the United States District Court for the Northern District of
California. The other defendants settled these suits for $450,000. The Company
was not obligated to contribute financially to the settlement. Management
believes there is a slight chance the Company may become financially obligated
to contribute to the settlement. Nothing has been recognized in the financial
statements for this contingency.


Note 12. Subsequent Events

Other

There are 250,000 stock warrants and 216,000 stock options outstanding as of
December 31, 2000. Refer to Note 6. Stockholders' Equity.


Change of Management

The Company upon the acquisition of the technology from Triad and the issuance
of stock to the owners of Triad, the former management resigned and resigned
from the Board of Directors of the Company. New management staff were elected by
the new Board of Directors. During the period from October 2000 until March
2001, management of the Company transitioned from the prior officers and Board
of Directors to the new management and Board of Directors.



                                      F-17
<PAGE>