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

                                  FORM 10-KSBA

                 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 ___  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 178,987,572 as of October 30, 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 R2R(sm)  ("Rack to  Retail"),  this  technology
automates and  streamlines  the data  collection  processes for  centralization,
retrieval and integration of inventory,  financial and accounting information 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  R2R(sm)  technology  solves the problem of lack of controls in the
distribution  of fuel,  which is faced by many  major oil  companies.  Utilizing
R2R(sm),  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  R2R(sm) technology eases the burden of marketers and transporters.
Using R2R(sm),  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,  R2R(sm) 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. R2R(sm) 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
Polska SP z.o.o.  From August 1995 through  September 3, 1997,  the Company also
operated  medical centers  offering  primary care medical services

                                       4
<PAGE>

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  $3,246,957  assets and  $899,671 of
liabilities.  As explained  below in the  financial  statements,  the  financial
statements  presented in Form 10-KSB-Second  Amendment are those of a carved out
portion of Triad Petroleum, LLC "Triad" relating to Technology costs. Hereafter,
the former company of FuelNation Inc., known as Regenesis  Holdings,  Inc. shall
be referred to as "Regenesis or the "predecessor company".

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

On October 13, 2000,  Triad  Petroleum,  LLC  ("Triad")  and the owners of Triad
Petroleum,  LLC as a  group  acquired  96% of the  voting  equity  of  Regenesis
pursuant  to  the  terms  of  a  Share  Sale  and  Contribution  Agreement  (the
"Agreement")  dated  as of  September  14,  2000.  According  to the  Agreement,
Regenesis  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 FuelNation
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  R2R(sm)
proprietary  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  R2R(sm)  ("Rack to Retail"),  this  technology  completely
automates and  streamlines  the data  collection

                                       5
<PAGE>

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.

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 renegotiated  with Triad 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 R2R(sm)  technology  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 Regenesis  pre-closing  liabilities,  as well as any claims  asserted
against  Regenesis  for the  issuance of shares of the  Company's  common  stock
(provided  that such  pre-closing  liabilities  or claims arise out of Regenesis
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,

                                       6
<PAGE>

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.  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 of Regenesis  remained  outstanding  that  FuelNation is
left to pay and settle.

In November 2000,  Triad converted  5,000,000 shares of Series D Preferred Stock
into  50,000,000  shares of common  stock.  In October  2000,  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.

                                       7
<PAGE>

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,  Regenesis 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 predecessor
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 with Regenesis

ITEM 3.  LEGAL PROCEEDINGS

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

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

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

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

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

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

                                       8
<PAGE>

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

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


                                     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

                                       9
<PAGE>

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 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 acquire  assets,
     including   Goodwill  and  to  fund  operating   expenses  and  outstanding
     liabilities  of Regenesis and Triad.  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

                                       10
<PAGE>

     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,  2000,  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,  Regenesis  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  Regenesis,
     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.


                                       11
<PAGE>

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
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.

                                       12
<PAGE>

Recent Bahrain Installations.  The Company has recently completed the successful
installation and demonstration of its Rack to Retail (R2R(sm)) 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 R2R(sm) system in the Middle East region.

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  $35,000,000  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 $5,000 and $1,266,453, respectively.

                                       13
<PAGE>

Operating  expenses for the years ended  December  31, 1999 and 2000  aggregated
$5,000 and $1,266,453,  respectively.  For the years ended December 31, 1999 and
2000, operating expenses were comprised as follows:

                                                         1999        2000
                                                     ----------  ----------

     Salaries and wages including related taxes      $           $  190,541
     Legal and professional                                         450,385
     Marketing and promotion                                        165,082
     Travel                                                          51,584
     Consulting fees                                                221,162
     Rent                                                             6,413
     Office expense                                                  67,051
     Depreciation and amortization                                   65,204
     Other general and administrative                                38,714
     Research and development                             5,000      10,000
                                                     ----------  ----------

     Total Operating Expenses                        $    5,000  $1,266,106
                                                     ==========  ==========

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

                                       14
<PAGE>

qualifies. The Board elects officers and their terms of office are, excepting to
the extent governed by employment contract, at the discretion of the Board.

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

                Name                 Age                 Position
                ----                 ---                 --------
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
--------------------------------------
(*) 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.

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.

                                       15
<PAGE>

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

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

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

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 Trust
Co'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>
                           SUMMARY COMPENSATION TABLE
<CAPTION>

                      Annual Compensation                                Long Term Compensation
       Name          Year   Salary    Bonus  Other Annual  Restricted   Underlying   LTIP Payout    All other
                                             Compensation     Stock    Options/SARS      ($)      compensation
                                                 ($)       Awards ($)                                  ($)
-------------------  ----  ---------  -----  ------------  ----------  ------------  -----------  ------------
<S>                  <C>   <C>        <C>    <C>           <C>         <C>           <C>          <C>
Chris Salmonson      2000    $N/A     $N/A        $N/A        $N/A          N/A          $N/A         $N/A
Robert Simmons       2000    $N/A     $N/A        $N/A        $N/A          N/A          $N/A         $N/A
Shaikh AlKhalifa     2000    $N/A     $N/A        $N/A        $N/A          N/A          $N/A         $N/A
Edwin Ruh            2000    $N/A     $N/A        $N/A        $N/A          N/A          $N/A         $N/A
Russell Adler        2000    $N/A     $N/A        $N/A        $N/A          N/A          $N/A         $N/A
Joel Brownstein      2000    $N/A     $N/A        $N/A        $N/A          N/A          $N/A         $N/A
James L. Wilson      2000    $N/A     $N/A        $N/A        $N/A          N/A          $N/A         $N/A
William C. Schlecht  2000    $N/A     $N/A        $N/A        $N/A          N/A          $N/A         $N/A
Lawrence Gallo       2000    $N/A     $N/A        $N/A        $N/A          N/A          $N/A         $N/A
Mitchell Sandler     2000    $N/A     $N/A        $N/A        $N/A          N/A          $N/A         $N/A
</TABLE>

<TABLE>
                           SUMMARY COMPENSATION TABLE
<CAPTION>

                      Annual Compensation                                Long Term Compensation
       Name          Year   Salary    Bonus  Other Annual  Restricted   Underlying   LTIP Payout    All other
                                             Compensation     Stock    Options/SARS      ($)      compensation
                                                 ($)       Awards ($)                                  ($)
-------------------  ----  ---------  -----  ------------  ----------  ------------  -----------  ------------
<S>                  <C>   <C>        <C>    <C>           <C>         <C>           <C>          <C>
Chris Salmonson      1999    $N/A      $N/A      $N/A         $N/A          N/A          $N/A          $N/A
Robert Simmons       1999    $N/A      $N/A      $N/A         $N/A          N/A          $N/A          $N/A
Shaikh AlKhalifa     1999    $N/A      $N/A      $N/A         $N/A          N/A          $N/A          $N/A
Edwin Ruh            1999    $N/A      $N/A      $N/A         $N/A          N/A          $N/A          $N/A
Russell Adler        1999  $106,737   $0.00     $0.00       $39,900     500,000 (2)     $0.00         $0.00
Joel Brownstein      1999    $8,486   $0.00     $0.00       $26,600     150,000 (2)     $0.00       $22,657 (4)
                              (1)
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   $0.00     $0.00       $33,250     150,000 (2)     $0.00      $25,000 (3)
                              (1)
Mitchell Sandler     1999   $14,957   $0.00     $0.00       $19,950     150,000 (2)     $0.00         $0.00
                              (1)
</TABLE>
<TABLE>
                           SUMMARY COMPENSATION TABLE
<CAPTION>

                      Annual Compensation                                 Long Term Compensation
       Name          Year   Salary    Bonus   Other Annual  Restricted   Underlying  LTIP Payout   All other
                                              Compensation     Stock    Options/SARS     ($)     compensation
                                                  ($)       Awards ($)                                 ($)
-------------------  ----  ---------  ------  ------------  ----------  ------------ ----------- ------------
<S>                  <C>   <C>        <C>     <C>           <C>         <C>           <C>          <C>
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
</TABLE>

(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.

                                       17
<PAGE>

(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.

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

As of December 31, 2000, all of Regenesis 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, Regenesis 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
   -------------------------------------------------    --------------------
   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
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
R2R(sm)  proprietary  technology for the fuel industry.  This R2R(sm) technology
integrates   all  aspects  of  the  business   operations   for  both  wholesale
distribution and retail sale of fuel.

                                       19
<PAGE>

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

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

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

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

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

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

                                       20
<PAGE>

       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

October 30, 2001                   By:  s/Christopher Salmonson
                                      ------------------------------------------
                                      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:

October 30, 2001


By:  s/Christopher Salmonson             By: s/Shaikh Isa Mohammed Isa AlKhalifa
   -------------------------------          ------------------------------------
   Christopher Salmonson, Director,         Shaikh Isa Mohammed Isa AlKhalifa
   President, CEO (Principal
   Executive Officer)

                                         By: s/Ed Ruh
                                            ------------------------------------
                                            Ed Ruh, Director


                                         By: s/James L. Wilson
                                            ------------------------------------
                                            James L. Wilson, Director


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






                                       22

<PAGE>






                          INDEX TO FINANCIAL STATEMENTS





REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT             2

FINANCIAL STATEMENTS

         Balance Sheet                                        3

         Statements of Operations                             4

         Statements of Changes in Stockholders' Equity        5

         Statements of Cash Flows for the years ended         6

         Notes to Financial Statements                     7 - 14







<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 years ended  December  31, 2000 and 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
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 two
years ended  December 31, 2000 and 1999 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>


                                 FUELNATION INC.
                         ( A Development Stage Company)
                       (FORMERLY REGENESIS HOLDINGS, INC.)
                                  BALANCE SHEET

                                DECEMBER 31, 2000


ASSETS
------

CURRENT ASSETS:
   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:
   Investments                                                   403,886
   Technology                                                    599,859
   Goodwill                                                      818,153
                                                        ----------------
Total Other Assets                                             1,821,898
                                                        ----------------

Total  Assets                                           $      3,246,957
                                                        ================

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

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                                  2,069,542
   (Deficit) Accumulated in the Development Stage             (1,271,453)
                                                        ----------------
Total Stockholders' Equity                                     2,347,286
                                                        ----------------

Total Liabilities and Stockholders' Equity              $      3,246,957
                                                        ================

                             See Accompanying Notes

                                      F-3
<PAGE>

<TABLE>

                                 FuelNation Inc.
                         ( A Development Stage Company)
                       (ForMERLY REGENESIS HOLDINGS, Inc.)
                            STATEMENTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999
<CAPTION>
                                                                         Accumulative in
                                                                         the Development
                                                   2000         1999           Stage
                                               -----------  -----------  ---------------
<S>                                            <C>          <C>          <C>
Revenue                                        $         -  $         -  $             -
                                               -----------  -----------  ---------------

Operating Expenses:
   Salaries and wages including related taxes      190,541                       190,541
   Legal and professional                          450,385                       450,385
   Marketing and promotion                         165,052                       165,052
   Travel                                           51,584                        51,584
   Consulting fees                                 221,162                       221,162
   Rent                                              6,413                         6,413
   Office expenses                                  67,051                        67,051
   Depreciation and amortization                    65,204                        65,204
   Other general and administrative expenses        38,714                        38,714
   Research and development costs                   10,000        5,000            5,000
                                               -----------  -----------  ---------------
Total Operating Expenses                         1,266,106        5,000        1,271,106
                                               -----------  -----------  ---------------

Operating Loss                                  (1,266,106)      (5,000)      (1,271,106)

Other Income (Expenses):
   Interest expense                                   (347)           -             (347)
                                               -----------  -----------  ---------------
Total other income (expenses), net                    (347)           -             (347)
                                               -----------  -----------  ---------------
Net Income (Loss)                              $(1,266,453) $    (5,000) $    (1,271,453)
                                               ===========  ===========  ===============

Income (Loss) per share:

Basic and Diluted Net (Loss) per Common Share  $     (0.01)           -
                                               ===========  ===========

Weighted Average Common Shares Outstanding     154,919,647            -
                                               ===========  ===========
</TABLE>

                             See Accompanying Notes

                                      F-4
<PAGE>

<TABLE>

                                 FUELNATION INC.
                         ( A Development Stage Company)
                       (FORMERLY REGENESIS HOLDINGS, INC.)
            STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY ( DEFICIT)

                     YEARS ENDED DECEMBER 31, 2000 and 1999

<CAPTION>
                                                                                                           (Deficit)
                                                Preferred Stock         Common Stock        Additional   Accumulated in
                                              -------------------  -----------------------   Paid-In    the Development
                                                Shares    Amount     Shares       Amount     Capital         Stage          Total
                                              ----------  -------  -----------  ----------  ----------  ---------------  ----------
<S>                                           <C>        <C>       <C>          <C>         <C>         <C>              <C>
Balances, December 31, 1998                            -  $     -            -  $        -  $        -  $             -  $        -

Net (Loss)                                             -        -            -           -           -           (5,000)     (5,000)
                                              ----------  -------  -----------  ----------  ----------  ---------------  ----------
Balances, December 31, 1999                            -        -            -           -           -           (5,000)     (5,000)

Shares issued in connection with the
plan of reorganization on October 13, 2000:
Issuance of common stock to
  Regenesis Holdings, Inc. shareholders                -        -    5,726,466      57,265    (355,420)               -    (298,155)
Issuance of preferred stock for acquisition    5,000,000   50,000            -           -           -                -      50,000
Issuance of common stock for acquisition               -        -   94,000,000     940,000    (438,702)               -     501,298
Exchange of preferred stock
  for common stock @ 10 to 1                  (5,000,000) (50,000)  50,000,000     500,000    (450,000)               -           -
Issuance of common stock in
  private placement transaction                        -        -    5,193,181      51,932   3,313,664                -   3,365,596
Net (Loss)                                             -        -            -           -           -       (1,266,453) (1,266,453)
                                              ----------  -------  -----------  ----------  ----------  ---------------  ----------
Balances, December 31, 2000                            -        -  154,919,647  $1,549,197  $2,069,542  $    (1,271,453) $2,347,286
                                              ==========  =======  ===========  ==========  ==========  ===============  ==========
</TABLE>

                             See Accompanying Notes

                                      F-5
<PAGE>

<TABLE>

                                 FUELNATION INC.
                          (A Development Stage Company)
                       (FORMERLY REGENESIS HOLDINGS, INC)
                            STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999
<CAPTION>
                                                                                           Accumulative in
                                                                                           the Development
                                                                        2000        1999        Stage
                                                                    -----------   -------  ---------------
<S>                                                                 <C>           <C>      <C>
Cash Flows from Operating Activities:
   Net loss                                                         $(1,266,453)  $(5,000) $    (1,271,453)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
         Depreciation and amortization                                   65,204         -           65,204
         Research & Development for common stock                         10,000     5,000           15,000
         Changes in operating assets and liabilities:
            Increase in receivables- other                              (16,499)                   (16,499)
            Increase due from escrowed funds                           (435,470)                  (435,470)
            Increase in prepaid expenses                                (23,916)                   (23,916)
            Increase due from stockholders & officers                  (172,874)                  (172,874)
            Increase in inventory                                      (553,623)                  (553,623)
            Increase in accounts payable                                375,404                    375,404
            Increase in accrued liabiliites                             398,467                    398,467
            Increase in payroll & taxes payable                         125,800         -          125,800
                                                                    -----------   -------  ---------------
               Net cash used in operating activities                 (1,493,960)        -       (1,493,960)

Cash Flows from Investing Activities:
            Advances toward pending acquisition                        (403,886)        -         (403,886)
            Payments for fixed assets                                  (232,755)        -         (232,755)
            Payments for technology                                     (95,133)                   (95,133)
            Payments for goodwill                                      (828,509)        -         (828,509)
                                                                    -----------   -------  ---------------
               Net cash provided by (used in) investing activities   (1,560,283)        -       (1,560,283)
                                                                    -----------   -------  ---------------
Cash Flows from Financing Activities:
   Net proceeds from issuance of common stock                         3,365,596         -        3,365,596
   Excess paid for stock to Regenesis over goodwill                    (298,155)        -         (298,155)
                                                                    -----------   -------  ---------------
               Net cash provided by financing activities              3,067,441         -        3,067,441
                                                                    -----------   -------  ---------------

Net Increase in Cash                                                     13,198         -           13,198

Cash, Beginning of year                                                       -         -                -
                                                                    -----------   -------  ---------------

Cash, End of year                                                   $    13,198   $     -  $        13,198
                                                                    ===========   =======  ===============

Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for interest                         $       347   $     -  $           347
                                                                    ===========   =======  ===============

Supplemental Schedule of Non Cash Investing and Financing Activities:
Issuance of preferred stock , valued at $50,000.
Issuance of common stock, valued at $501,298.
Issuance of common stock in exchange for preferred stock @10 to 1,
   valued at $0.

</TABLE>

                             See Accompanying Notes

                                      F-6


<PAGE>


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.

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.

On October  13,  2000 a group of  investors,  referred  to  hereafter  as Triad,
acquired 96% interest in  FuelNation  Inc. , thus taking  control of  FuelNation
Inc.  With the control shift of  FuelNation  Inc.  moving from what was formerly
involved in by Regenesis  Holding,  Inc. to what Triad was doing,  the financial
statements presented herein are those of what ultimately Triad carved out of its
operations and moved into the Company.  Triad moved into  FuelNation Inc. all of
the rights and  ownerships  of the  proprietary  computer and  software  system,
called "R2R" (Rack to Retail) into FuelNation Inc. Consequently, these financial
statements  present only the results of  operations of the carved out portion of
Triad that was placed into FuelNation Inc.

Triad began  research and  development of a proprietary  software  system in the
later part of 1999.  The primary  intent of the  software  system  measures  and
collects data dealing with liquid fuel. It then  transmits the data collected to
where  management  can use its  business  analysis and  decisions.  The software
system was  immediately  successful  and  implemented by Triad in its own retail
service and fuel station.  Triad also installed the proprietary  software system
in a  privately  owned  group  of fuel  and  convenience  stations  in  multiple
locations in central  United  States.  It was after this that Triad raised funds
and acquired  the  publicly  held shell of  Regenesis  Holding,  Inc.,  now name
changed  to  FuelNation  Inc(the  Company).  The  prospects  of what data can be
collected  and  reported  continue to grow,  as do the  requests to collect such
data.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation
---------------------

As discussed in the history above, these financial  statements are those of what
were carved out of Triad. What were carved out were the R2R technology software,
equipment,  and its rights and ownership.It  began from inception the later part
of  1999  with  research  and  development.  It was  an  immediate  success  and
immediately  moved into a working  system of  technology.  The working system of
technology   continually  expands  into  more  and  more  applications  of  data
collection,  all of which are immediately  implemented where and when requested.
For accounting purposes this is treated as a reverse merger.

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-7
<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.

Revenue Recognition
-------------------

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


                                      F-8
<PAGE>


Note 2. Summary of Significant Accounting Policies (continued)

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.


Note 3.  Fixed Assets
                                                                 Estimated
A summary of fixed assets at December 31, 2000 is as follows:    Useful Lives
                                                                 ------------

         Furniture and equipment...................   $110,525     5  years
         Computers.................................    122,230     5  years

         Less-accumulated depreciation.............    (23,276)
                                                      --------
                                                      $209,479
                                                      ========

Depreciation expense...............................   $ 23,276
                                                      ========


                                      F-9

<PAGE>


Note 4.  Technology Costs and Rights

The Company purchased the following on October 13, 2000.

      Working model of computer designed proprietary
      software "R2R" Exclusive ownership and rights
      to the "R2R," at predecessor cost                              $ 536,298

This acquisition is reported on the purchase method of accounting

Since the acquisition on October 13, 2000 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                                                    95,133
                                                                     ---------

Total as of December 31, 2000                                          631,431

Less: accumulated amortization                                         (31,572)
                                                                     ---------

Net technology costs and rights                                      $ 599,859
                                                                     =========

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 to amortize the Technology costs and rights over 10 years
once it is put into service.

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 reduce the asset to its net realizable value.

Note 5. Goodwill

Goodwill is the cost associated in acquiring the predecessor company,  Regenesis
Holdings,  Inc. (now FuelNation Inc.), a publicly held corporation.  The company
paid the amount of $1,126,664  for goodwill,  of which $828,509 is to obtain the
controlling  interest of 96 % ownership in FuelNation,  Inc. These costs include
the combined  amount of the  predecessor  company debts the Company  assumed and
paid off, or yet to pay off, or to settle,  plus the cost of  outstanding  stock
options  and  warrants  granted  before  the merger of $ 23,300.  The  remaining
$298,155 of the$1,126,664 was not capitalized as goodwill,  but is reported as a
negative equity. Refer to Note 9 "Stockholders' Equity, Business Combinations."

The Company amortizes goodwill over a useful life of 20 years.
         Total cost of goodwill                           $ 828,509
         Less: accumulated amortization                     (10,356)
                                                          ---------
         Net goodwill after amortization                  $ 818,153
                                                          =========
Note 6. Investments

As of December  31, 2000 the Company  owns  partial  investments  in two service
stations located in Florida.  These service stations provide a direct source for
beta testing and  implementation  of the various software  programs designed and
utilized in the R2R  technology.  No revenue or expenses are recognized on these
investments as of December 31, 2000. These two investments cost $ 403,886.

                                      F-10
<PAGE>

Note 7. Due From Escrow Accounts

At December  31, 2000 the  Company has two pending  acquisitions.  The one for $
45,470 was  terminated in May 2001 and the monies  invested were returned to the
Company. The other acquisition effort stalemated after the Company put $ 390,000
into the negotiation.  The Company believes the negotiations  will end and the $
390,000 presently held in escrow will revert back to the Company.

Note 8.  Income Taxes

As of December 31, 2000,  the Company had an estimated net operating  loss carry
forward since the business  combination of Triad and Regenesis  (now  FuelNation
Inc.) from  October 13, 2000 to December 31, 2000 of  approximately  $1,256,000.
This is available to offset future taxable income.  All net operating loss carry
forwards prior to October 13, 2000 were lost because of the  significant  change
in  ownership  at October 13,  2000.  The net  operating  loss  carryforward  of
approxiamately  $ 1,256,000  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 carry forwards.

The  deferred  income tax asset of  $427,000  (34% x  $1,256,00)  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 9. Stockholders' Equity

Business combination
--------------------

On October  13, 2000 the Company  acquired  the  publicly  held  corporation  of
Regenesis Holdings, Inc (now FuelNation,  Inc). In exchange for this corporation
and its shareholder  list and reduced by its unsatisfied  debt, triad gave up 4%
of the interest in its technology.  For accounting purposes this is treated as a
reverse  merger with the survivor and  reporting  entity being the Triad group's
technology  (Triad) and the activity of Regenesis  (now  FuelNation  Inc.) is no
longer reflected in the financial  statements.  The owners of Triad relinquished
their entire rights nad ownership in the technology of the proprietary  computer
and software system (R2R) in exchange for 94,000,000  shares of common stock and
5,000,000 of preferred  stock of FuelNation.  The 5,000,000  shares of preferred
stock were  subsequently  converted to 50,000,000  shares of common  stock.  The
total value assigned to this stock was the predecessor cost in the technology of
$ 536,298.

The existing  shareholders  of  Regenesis  received a 4% interest in the forward
going entity after the merger. The former shareholders  settled among themselves
all  accruals and other  unpaid  debts they could,  including an employee  stock
option plan they had. The stock option plan ceased and was done away with in the
settlement  among the then  existing  shareholders.  A maximum of an  additional
1,260,000  shares of stock were  agreed upon to settle as much of the prior debt
of Regenesis as the then existing  shareholders  of Regenesis could settle with.
Out of the 1,260,000 shares, 340,000 shares were returned to the Company and the
on  going  Company  through  Triad  assumed  and  paid  off $  340,000  in  cash
settlements.  This $  340,000  in  cash  settlements  is  part  of the  goodwill
classified on the balance  sheet of the Company under "Other  Assets." The total
value assigned to this stock was a negative $ 298,155 as the debt assumed by the
Company exceeded the assigned cost of the goodwill by $298,155.


                                      F-11
<PAGE>


Note 9. Stockholders' Equity (continued)

The  existing  stock  options and  warrants  granted to third  parties  were not
resolved  or settled  and remain in  effect.  Refer to the  section in this note
titled "Stock Options and Warrants."

This acquisition is reported on the purchase method of accounting.

Issuance of new stock
---------------------

In  conjuction  with the  business  combination  described  above,  the  Company
received $3,365,596 in a private placement.  The Company issued 5,193,181 shares
of common stock as a result of this private placement.

Stock Options and Warrants
--------------------------

In 1999,  the  predecessor  Company  entered into an  agreement  with JW Genesis
Capital  Markets,  Inc. ("JW  Genesis"),  whereby JW Genesis acted for a time in
assisting  the  predecessor  Company to raise funds.  In  connection  with these
services,  which are terminated as of December 31, 2000, the predecessor Company
issued to JW Genesis warrants to purchase 250,000 shares of the Company's common
stock at an exercise  price of $2.50 per share  exercisable  by  November  2004.
Because of the  potential  impact  these stock  warrants may have on the Company
going forward,  these stock warrants are recorded at their estimated fair market
value of $12,500.  The $12,500 is included in the  goodwill of the  Company.  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.  The
$37,500 due JW Genesis is part of the  goodwill  reported  on the balance  sheet
under "Other Assets" and is in addition to the 250,000 stock warrants granted as
referred to in the  previous  paragraph.  The  Company  does not plan to use any
further services of JW Genesis.

In 2000 the predecessor company entered into a consulting  agreement with Equity
Group to provide  certain  services.  These  services were  terminated  with the
merger. The services provided certain compensation to Equity Group. 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.  The  $10,800 is  included  in the  goodwill as reported on the balance
sheet under "Other Assets" in the financial statements.

Amended Articles 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.

Other Activity during 2000
--------------------------

Refer to Note 7.

                                      F-12
<PAGE>

Note 10.  Settlement of debt

Management of the  predecessor  company  negotiated with  shareholders  existing
prior  to the  merger  to issue to them up to  1,260,000  shares  of stock in an
effort to settle as much debt outstanding of the predecessor company as possible
prior to  completing  the merger and Triad  taking over the control of Regenesis
(FuelNation).  This stock was put into  escrow and was then used in  negotiating
settlements  with as many  creditors  of the  predecessor  company as  possible.
Ultimately,  the predecessor  company issued from escrow 920,000 shares of stock
in 2000 and returned to treasury 340,000 shares of the common stock. The Company
subsequently paid out $340,000 in cash towards the predecessor company debt.

The Company also  negotiated  to settle debts by issuing an  additional  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 stock options and warrants granted by the predecessor company were
confirmed  granted  by  the  Company.  These  stock  options  and  warrants  are
exercisable  on various  dates  through  March 7, 2005.  These stock options and
warrants were granted for a value of $23,300,  the amount of which is recognized
in goodwill on the balance  sheet under  "Other  Assets."  Refer also to Note 6,
"Stockholders' Equity" under "Stock Options and Warrants."

During the year ended December 31, 2000,  the  predecessor  company  returned to
treasury  1,8347,482 shares of common stock.  These shares were part of the debt
settlement  of the  predecessor  company  in  preparing  to pass  the  remaining
unresolved and unsettled  debt into the Company upon  completion of the business
combination.

The number of shares  described in this note are combined  with all other shares
of stock issued by the Company to the existing  shareholders  of the predecessor
company as presented in the financial statements in the Statements of Changes in
Stockholders' Equity.

Note 11. 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 in 2000. It
expanded its efforts to acquire operating companies and to develop a position in
the Middle East  without  success.  The funds  raised in the  private  placement
($3,365,596)  have been expended and the Company is actively seeking  additional
financing.

A majority  shareholder and a minority  shareholder have assisted in funding the
operations  of the Company,  anticipating  other  sources will come about in the
near future.

                                      F-13



<PAGE>


Note 12. Related Party Transaction

The  Company  has two major  shareholders.  Neither  one alone can  control  the
Company, but together they do.

Note 13. Commitments and Contingencies

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

Note 14. Subsequent Events (Unaudited)

During July 2001 the Company terminated  negotiations to acquire another company
that deals with  liquid  fuel.  Of the  $390,000  invested  in this  effort,  as
reported on the Balance  Sheet under "Due From Escrow  Accounts,"  only $350,000
was returned to the Company. The remaining $40,000 was held back for acquisition
incurred by the other party.

The end of  August  2001 the  Company  filed  Form S-8 with the  Securities  and
Exchange  Commission.  It discloses the employment stock option  agreements with
officers and key personnel registering  30,762,388 common stock options that can
be granted to the  employees.  Each stock option when granted is  exercisable at
$.01 per share of common  stock  for each  stock  option.  One  shareholder  was
granted 14,380,239 stock options.  He exercised his 14,380,239 stock options for
14,380,239  shares  of  common  stock  at $.01  for a total  exercise  price  of
$143,802.


                                      F-14