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

                                  FORM 10-QSB A

                                 AMENDMENT NO. 2

                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                        For Quarter Ended: June 30, 2001

                         Commission File Number: 1-12350

                                 FUELNATION INC.
                                 ---------------
        (Exact name of small business issuer as specified in its charter)

                                     Florida
                                     -------
         (State or other jurisdiction of incorporation or organization)

                                   65-0827283
                                   ----------
                        (IRS Employer Identification No.)

                                4121 SW 47th Ave.
                                 Davie, Florida
                                 --------------
                    (Address of principal executive offices)

                                      33314
                                   (Zip Code)

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days:
Yes [X] No [ ].

The number of shares of the registrant's only class of common stock issued and
outstanding, as of August 7, 2001 was 162,166,027 shares.

<PAGE>

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS.

Our unaudited financial statements for the six months periods ended June 30,
2001 and 2000 are attached hereto.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS/PLAN OF OPERATION

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

OVERVIEW

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

We were incorporated under the laws of the state of Florida on July 6, 1993
under the name "International Pizza Corporation." We have had two other names
and business plans since our incorporation, including QPQ Corporation and
Regenesis Holdings, Inc. We changed our name to the current name in October 2000
and adopted the business plan described under "Plan of Operation" hereinbelow.
In conjunction with our most recent name change, in October 2000 Triad
Petroleum, LLC ("Triad") and Triad's owners as a group, acquired 96% interest in
our company pursuant to the terms of a Share Sale and Contribution Agreement in
exchange for the assignment of all of the rights, title, interest, marketing
rights, patent rights, royalty rights, and any other rights in the Intellectual
Property and technology, and any related trademarks and service marks (or
applications made thereby) Triad may have had with regard to said Intellectual
Property.



The following information is intended to highlight developments in our
operations, to present our results of operations to date, our plan of operation,
to identify key trends affecting our business and to identify other factors
affecting our business for the six months period ended June 30, 2001 and 2000.

Results of Operations

Comparison of Results of Operations for the six months periods ended June 30,
2001 and 2000

We generated no revenues during the six months periods ended June 30, 2001 and
2000 and it is not anticipated that we will be able to generate any revenues in
the foreseeable future unless and until we begin marketing our technology or
otherwise acquire an existing entity which generates revenues and profits.

                                                                               2

<PAGE>

Total operating expenses were $23,024,041 for the six months ended June 30,
2001, compared to$10,000 for the six months ended June 30, 2000. The expenses
incurred during the six month period ended June 30, 2001 arose primarily from
salaries and wages ($224,569), professional and consulting fees ($123,961),
non-cash consulting fees ($16,205,422), non-cash employee compensation ($
6,212,966) and other general and administrative expenses ($72,633). These
expenses increased in 2001 over the same period in 2000, as a result of
employment of executive officers and technical staff to support the related
technology, expenses associated with the engagement of outside professionals to
assist the Company in connection with preparing private placement offerings and
continued expansion of overall operations. Additionally , we incurred interest
expense of $1,559 in 2001. As a result, we incurred a net loss of $23,025,598
for the six months ended June 30, 2001.

Total operating expenses were $10,413,139 for the three months ended June 30,
2001, compared to$0 for the three months ended June 30, 2000. The expenses
incurred during the three month period ended June 30, 2001 arose primarily from
salaries and wages ($131,733), non-cash consulting fees ($4,019,542), non-cash
employee compensation ($ 6,212,966) and other general and administrative
expenses ($23,419). These expenses increased in 2001 over the same period in
2000, as a result of employment of executive officers and technical staff to
support the related technology, expenses associated with the engagement of
outside professionals to assist the Company in connection with preparing private
placement offerings and continued expansion of overall operations. Additionally,
we incurred interest expense of $249 in 2001. As a result, we incurred a net
loss of $10,413,388 for the three months ended June 30, 2001.

We had working capital deficit of $148,887 as of June 30, 2001 and a deficit
accumulated during our development stage thus far of approximately $24.2 million
as of June 30, 2001. The Company's ability to meet its future obligations in
relation to the orderly payment of its recurring obligations on a current basis
is totally dependent on its ability to attain a profitable level of operations;
receive required working capital advances from the Company's shareholders or
obtain capital from outside sources.

Plan of Operation

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

We intend to finance these purchases by raising additional equity through
private placements and equity financing through an equity line of credit.
However, there can be no assurances that the Company will be successful in
acquiring additional capital or that such capital, if available, will be on
terms and conditions acceptable to the Company.

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

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

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

                                                                               3

<PAGE>

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

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

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

Our entry to the market is being focused on working with major petroleum
marketers and dealer networks. We have discovered that when several petroleum
marketers and dealers are very satisfied with your products and services and
they request the major oil companies to approve our products and services, they
typically get what they want. This process is not fast, but it is very
effective. The oil companies are starting to follow the lead of petroleum
marketers and dealer networks because they see the efficiencies first hand. We
feel confident the industry will start to make significant changes to the manual
processes and allow a more open environment once they see others operating.

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

Sales Strategy

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

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

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


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

                                                                               4
<PAGE>

recurring transaction charges provide them with significant revenue potential.
Most competitors sell products using a direct sales force.

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

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

Data Centers and Network Access

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

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

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

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

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

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

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




Product Development

Our Florida-based product development team is responsible for the design,
development, testing and release of our core software and services. We have a
well-defined software development methodology that we believe enables us to
deliver services that satisfy real business needs for the global market while
meeting commercial quality expectations. We emphasize quality assurance
throughout our software development lifecycle. We believe that a strong emphasis
placed on analysis, design and rapid prototyping early in the project lifecycle
reduces the number and costs of defects that may be found in later stages. Our

                                                                               5
<PAGE>

development methodology focuses on delivery of product to a global market,
enabling localization into multiple languages, multi-currency payment
processing, global fraud detection, and local regulatory compliance from a
single code base.

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

Manufacturing

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

Intellectual Property

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

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

Liquidity and Capital Resources

At June30, 2001, we had $332 in cash and working capital deficit of $148,887.
For the six month period ended June 30, 2001, net cash provided by operating
activities was $138,035. This was primarily attributable to a net loss for the
period of $23,025,598 and offset by increase of payables and liabilities of $
652,749, non cash expense of $22,418,388 arising from stock options granted to
employees of the company, an option granted to purchase shares of our common
stock for consulting services, and common stock shares pledged through the
Company's CEO to be issued for various consulting fees.

Our ability to meet our future obligations in relation to the orderly payment of
our recurring obligations on a current basis is totally dependent on our ability
to commence generating revenues and attain a profitable level of operations,
receive required working capital advances from our shareholders or obtain
capital from outside sources.

During the six months ended June 30, 2001 cash provided by financing activities
was $116,500 which comprised of the sale of common stock in private placements
pursuant to Regulation D Offering.

During the six months ended June 30, 2001 cash used in investing activities was
$267,401 which comprised primarily of the cost of labor for the development of
the technology.

Additional financings will be required in order to allow us to implement our
business plan described herein. Our success is dependent upon our ability to
raise additional capital. 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.

                                                                               6
<PAGE>

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

We intend to continue our discussions with investment bankers and others to
provide or assist in providing additional financing. However, as of the date of
this Report, we do not have any other written commitments for any financing, and
no assurance can be given that we will obtain any such financing.




                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

There were no new legal proceedings filed or threatened involving our company
during the six month period ended June 30, 2001.

ITEM 2.  CHANGES IN SECURITIES.

In April 2001, the Company granted options to four technology employees and
department heads to purchase an aggregate of 1,550,444 shares of common stock at
an exercise price of $0.01 per share. Inasmuch as the purchasers were employees
of the Company and had access to relevant information concerning the Company,
including financial information, the issuance of such securities was exempt from
the registration requirements of the Securities Act pursuant to the exemption
set forth in Section 4(2) of such Act and the rules and regulations hereunder.

In April 2001, the Company granted options to the Chief Executive Officer to
purchase 14,380,239 shares of common stock at an exercise price of $0.01 per
share. Inasmuch as the purchaser was a officer of the Company and had access to
relevant information concerning the Company, including financial information,
the issuance of such securities was exempt from the registration requirements of
the Securities Act pursuant to the exemption set forth in Section 4(2) of such
Act and the rules and regulations hereunder

In April 2001, the Company issued 2,000,000 shares of common stock to Joel
Brownstein, the former Chief Financial Officer and Director, in connection with
work performed thereby over two years ago.

On June 29, 2001 the Company issued 4,500,000 shares of common stock for
consulting and technology services. These services are valued at $1,442,500. The
common shares were issued pursuant to a Securities and Exchange Commission Form
S-8 registration filed on June 14, 2001.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES - NONE

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - NONE

ITEM 5.  OTHER INFORMATION - NONE

                                                                               7

<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K -

(a) Exhibits - none

(b) Reports on Form 8-K

(i)    Form 8-K : Changes to the Board of Directors, earliest event date, March
       1st,2001

(ii)   Form 8-K : Change of Certified Public Accounting firm, earliest event
       date, April 25th, 2001.

(iii)  Form 8-K :  Regulation-D Private Placement Offering termination


                                                                               8

<PAGE>

                                 FUELNATION INC.
                          (A Development Stage Company)
                       (Formerly Regenesis Holdings, Inc)
                            CONDENSED BALANCE SHEETS
                                  June 30, 2001
                                   (Unaudited)

<TABLE>
<CAPTION>

                                     ASSETS
                                     ------

<S>                                                                     <C>
CURRENT ASSETS:
   Cash                                                                 $        332
   Due from Escrow Accounts                                                  415,167
   Inventory                                                                 560,340
   Other Assets                                                               53,904
                                                                        ------------
Total Current Assets                                                       1,029,743
                                                                        ------------

FIXED ASSETS:
   Office Equipment and Computer Systems, net of
     accumulated depreciation of $46,552                                     195,376
                                                                        ------------

OTHER ASSETS:
   Investments                                                               404,131
   Technology                                                              1,475,764
   Deposits on Equipment                                                     752,500
                                                                        ------------
Total Other Assets                                                      $  2,632,395
                                                                        ------------

Total  Assets                                                           $  3,857,514
                                                                        ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES:
   Accounts payable                                                     $    679,122
   Accrued Liabilities                                                       317,986
   Payroll and Taxes Payable                                                 181,522
                                                                        ------------
Total Current Liabilities                                                  1,178,630
                                                                        ------------


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; 164,739,772 issued and outstanding at June 30, 2001      1,647,398
   Additional paid-in capital                                             25,377,355
   Due from Officers and Stockholders                                       (115,020)
   (Deficit) Accumulated in the Development Stage                        (24,230,849)
                                                                        ------------
Total Stockholders' Equity                                                 2,678,884
                                                                        ------------

Total Liabilities and Stockholders' Equity                              $  3,857,514
                                                                        ============
</TABLE>

                             See Accompanying Notes

                                                                               9

<PAGE>

                                         FUELNATION INC.
                                  (A Development Stage Company)
                                (Formerly Regenesis Holdings, Inc)
                                     STATEMENTS OF OPERATIONS
                             SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                           (Unaudited)

<TABLE>
<CAPTION>
                                                 For the Six Months Ended
                                                           June 30,               Accumulative in
                                                ------------------------------    the Development
                                                    2001              2000            Stage
                                                -------------    -------------    -------------
<S>                                             <C>              <C>              <C>

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

Operating expenses:
   Salaries and wages including related taxes         224,569               --          415,110
   Legal and professional                             123,961               --          517,366
   Rent - related party                                18,825               --           22,238
   Depreciation and amortization                       54,848               --           78,124
   Marketing and promotion                            110,817               --          324,060
   Other general and administrative expenses           72,633               --          222,844
   Research and development costs                          --           10,000           10,000
   Consulting fees - related party                         --               --          221,162
   Non - cash employee compensation                 6,212,966               --        6,212,966
   Non - cash consulting fees                      12,620,422               --       12,620,422
   Non - cash consulting fees - related party       3,585,000               --        3,585,000
                                                -------------    -------------    -------------
Total operating expenses                           23,024,041           10,000       24,229,292
                                                -------------    -------------    -------------

Operating Loss                                    (23,024,041)         (10,000)     (24,229,292)


Other Income (Expense):
   Interest expense                                    (1,557)              --           (1,557)
                                                -------------    -------------    -------------
Total other (expense), net                             (1,557)              --           (1,557)
                                                -------------    -------------    -------------

Net Loss                                        $ (23,025,598)   $     (10,000)   $ (24,230,849)
                                                =============    =============    =============

Basic and Diluted Net Loss per Common Share     $       (0.15)   $       (0.00)
                                                =============    =============

Basic and Diluted Weighted Average Common
Shares Outstanding                                157,288,280      144,000,000
                                                =============    =============
</TABLE>

                             See Accompanying Notes

                                                                              10

<PAGE>

                                         FUELNATION INC.
                                  (A Development Stage Company)
                                (Formerly Regenesis Holdings, Inc)
                                     STATEMENTS OF OPERATIONS
                            THREE MONTHS ENDED JUNE 30, 2001 AND 2000
                                           (Unaudited)

<TABLE>
<CAPTION>
                                                 For the Three Months Ended
                                                           June 30,               Accumulative in
                                                ------------------------------    the Development
                                                    2001              2000            Stage
                                                -------------    -------------    -------------
<S>                                             <C>              <C>              <C>
Revenue                                         $          --    $          --   $          --
                                                -------------    -------------   -------------

Operating expenses:
   Salaries and wages including related taxes         131,733               --         415,110
   Legal and professional                             (11,356)              --         517,366
   Rent - related party                                 9,412               --          22,238
   Depreciation and amortization                       27,423               --          78,124
   Marketing and promotion                             68,937               --         324,060
   Other general and administrative expenses          (45,518)              --         222,844
   Research and development costs                          --               --          10,000
   Consulting fees - related party                    221,162
   Non - cash employee compensation                 6,212,966               --       6,212,966
   Non - cash consulting fees                       3,419,542               --      12,620,422
   Non - cash consulting fees - related party         600,000               --       3,585,000
                                                -------------    -------------   -------------
Total operating expenses                           10,413,139               --      24,229,292
                                                -------------    -------------   -------------

Operating Loss                                    (10,413,139)              --     (24,229,292)


Other Income (Expense):
   Interest expense                                      (249)              --          (1,557)
                                                -------------    -------------   -------------
Total other (expense), net                               (249)              --          (1,557)
                                                -------------    -------------   -------------


Net Loss                                        $ (10,413,388)   $          --   $ (24,230,849)
                                                =============    =============   =============

Basic and Diluted Net Loss per Common Share     $       (0.07)   $          --
                                                =============    =============

Basic and Diluted Weighted Average Common
Shares Outstanding                                159,609,405      144,000,000
                                                =============    =============
</TABLE>

                             See Accompanying Notes

                                                                              11
<PAGE>
<TABLE>
<CAPTION>

                                                         FUELNATION INC.
                                                  (A Development Stage Company)
                                               (Formerly Regenesis Holdings, Inc)
                                               CONDENSED STATEMENTS OF CASH FLOWS

                                         FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                                           (Unaudited)

                                                                                                                 Accumulative in
                                                                                                                 the Development
                                                                                       2001            2000           Stage
                                                                                   ------------    ------------    ------------
<S>                                                                                <C>             <C>             <C>
Cash Flows from Operating Activities:
   Net loss                                                                        $(23,025,598)   $    (10,000)   $(24,230,849)
   Adjustments to reconcile net loss to net cash provided by
      (used) in operating activities:
         Depreciation                                                                    54,848                          78,124
         Non - cash consulting fees                                                  12,620,422                      12,620,422
         Non - cash consulting fees - related party                                   3,585,000                       3,585,000
         Non - cash employee compensation                                             6,212,966                       6,212,966
         Research and development for common stock                                           --          10,000          10,000
         Changes in assets and liabilities:
            [Increase] Decrease in:                                                                                          --
            Inventory                                                                    (6,717)                       (560,340)
            Other                                                                       (13,489)                       (469,071)
            Due from affiliates                                                          57,854              --        (115,020)

            Increase [Decrease] in:
            Accounts payable                                                            319,396                         760,288
            Accrued liabilities                                                         277,631                         317,986
            Payroll and taxes payable                                                    55,722              --         181,522
                                                                                   ------------    ------------    ------------
                  Net cash provided by (used) in operating activities                   138,035              --      (1,608,972)
                                                                                   ------------    ------------    ------------

Cash Flows from Investing Activities:
   Purchase of equipment                                                                 (9,173)             --        (241,928)
   Payment for technology                                                              (258,228)             --        (650,441)
   Advances towards pending acquisitions                                                     --                        (404,131)
                                                                                   ------------                    ------------
                  Net cash used in investing activities                                (267,401)             --      (1,296,500)
                                                                                   ------------    ------------    ------------

Cash Flows from Financing Activities:
   Net proceeds from issuance of common stock                                           116,500                       3,261,608
   Payment of loans payable                                                                  --                        (100,000)
   Debt restructuring                                                                        --              --        (255,804)
                                                                                   ------------    ------------    ------------
                  Net cash provided by financing activities                             116,500              --       2,905,804
                                                                                   ------------    ------------    ------------


Net Decrease in Cash                                                                    (12,866)             --             332

Cash, Beginning of Period                                                                13,198              --              --
                                                                                   ------------    ------------    ------------

Cash, End of Period                                                                $        332    $         --    $        332
                                                                                   ============    ============    ============

Supplemental Disclosure of Cash Flow Information:

   Cash paid during the period for interest:                                       $      1,557    $         --    $      1,557
                                                                                   ============    ============    ============
   Cash paid during the period for income taxes:                                   $         --    $         --    $         --
                                                                                   ============    ============    ============

Supplemental Schedule of Non Cash Investing and Financing Activities:
The Company issued the following stock options:
1,500,000 shares of common stock for consulting services                           $  3,585,000
15,930,683 shares of common stock for  employee compensation                       $  6,212,966

The Company, through its CEO, pledged shares of common stock to be issued for
various consulting services. The Company recorded a non-cash charge to expense
of $ 9,200,880 which was equal to the fair value of such shares at the time they
were pledged. Such shares were not issued as of June 30,2001 and the total
amount of $ 9,200,880 was credited to additional paid-in capital

The Company issued 4,500,000 shares of common stock for:
                                                      Equipment deposits           $    752,500
                                                              Technology                590,000
                                                   Consulting agreements                100,000
                                                                                   ------------
                                                                                   $  1,442,500
                                                                                   ------------

The Company issued 300,000 shares of common stock for the payment of
professional fees valued at $203,500.

The Company issued 2,000,000 shares of common stock and a related party
transferred shares of Company common stock for consulting costs of $3,149,375.
The amount of $3,149,375 was recorded as additional paid in capital
</TABLE>


                             See Accompanying Notes

                                                                              12
<PAGE>

                                 FUELNATION INC.
                          (A Development Stage Company)
                       (Formerly Regenesis Holdings, Inc.)
                                  June 30, 2001
                                   (Unaudited)


Note 1.  Basis of Presentation

The accompanying unaudited financial statements of FuelNation Inc. (the
"Company") have been prepared in accordance with Regulation S-B promulgated by
the Securities and Exchange Commission and do not include all of the information
and footnotes required by generally accepted accounting principles in the United
States for complete financial statements. In the opinion of management, these
interim financial statements include all adjustments necessary in order to make
the financial statements not misleading. The results of operations for such
interim period are not necessary indicative of results of operations for a full
year. The unaudited financial statements should be read in conjunction with the
audited financial statements and notes thereto of the Company and management's
discussion and analysis of financial condition and results of operations
included in the Annual Report on Form 10-KSB for the year ended December 31,
2000.

The accompanying unaudited interim financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
liquidation of liabilities in the normal course of business. However, the
Company has a capital deficiency of approximately $24. 2 million. Since October
2000, the Company has relied on financial support from equity financing and
loans from affiliated entities. Management is currently seeking additional
financing; however no assurances can be made that such financing will be
consummated. The continuation of the Company as a going concern is dependent
upon its ability to obtain financing, and to use the proceeds from any such
financing to increase its business to achieve profitable operations. The
accompanying financial statements do not include any adjustments that would
result should the Company be unable to continue as a going concern.

Note 2.  Significant Accounting Policies

The accounting policies followed by the Company are set forth in Note 2 to the
Company's financials statements in the December 31, 2000 Form 10-KSB A.

Note 3.  Advances - Related Parties

During the six months ended June 30, 2001 the Company borrowed a net amount of $
57,853 from an officer of the Company. At June 30, 2001, the Company had a
balance due from related parties of $115,020. Currently, there are no interest
repayment terms for the debt and it is treated as if due on demand.

Note 4.  Capitalized Technology Costs

During the six months ended June 30, 2001 the Company capitalized $875,904 of
technology costs.

Note 5.  Stockholders' Equity - Issuance of Common Stock

In January 2001, the Company issued 23,075 shares pursuant to Rule 506,
Regulation D under the Securities Act of 1933, as amended, at $.65 per share.
The Company received net proceeds of $ 15,000.

In March 2001, the Company sold 101,500 shares of common stock at $1. 00 per
share pursuant to an additional Regulation D offering.

On April 15,2001 the Company issued 2,000,000 restricted shares of common stock
to a former officer and director of the Company for consulting costs valued at
$1,940,000 the fair value at date of issue.


                                                                              13
<PAGE>

                                 FUELNATION INC.
                          (A Development Stage Company)
                       (Formerly Regenesis Holdings, Inc.)
                                  June 30, 2001


Note 5.  Stockholders' Equity - Issuance of Common Stock (continued)

In June 2001, the Company issued 4,500,000 shares of the Company's common stock
as consideration for equipment deposits and consulting services valued at $
1,442,500.

In June 2001, the Company issued 405,550 shares of common stock for payment of
approximately $72,000 of debt and $203,500 of professional expenses.

In June 2001, 2,500,000 shares of common stock were issued to a related party
for payment of consulting services and exercise of stock options. The Company
incurred a non-cash charge to operations of $600,000 the fair value at date of
grant, related to the stock issuance.

In June 2001, the Company accepted assignment of a contract to purchase a retail
gas station. In consideration for this assignment 290,000 shares of common stock
of the Company were issued to an individual.

In April 2001, a related party transferred company common stock owned by him to
non-affiliated entities for consulting and other company costs in the amount of
$1,209,375.

Note 6.  Stock Options and Other Issuances

In April 2001,the Company granted options to purchase 15,930,683 shares of
Company stock to7 employees at an exercise price of $.01 per share. The Company
incurred a non- cash charge to operations of $6,212,966, the fair value at date
of grant, in connection with the issuance of such options. Also in February
2001, the Company issued options to purchase 1,500,000 shares of common stock at
an exercise price of $.01 per share to a related party for consulting services.
The Company incurred a non-cash charge to operations of $2,985,000, the fair
value at date of grant, related to these options. As of the date of this report
1,500,000 non-employee options were exercised.

In April 2001, a related party transferred company common stock owned by him to
non-affiliated entities for consulting and other company costs in the amount of
$1,209,375.

The Company through its CEO, pledged shares of common stock to be issued for
various consulting services. The Company recorded a non-cash charge to expense
of $9,200,880 which was equal to the fair value of such shares at the time they
were pledged. Such shares were not issued as of June 30, 2001 and the total
amount of $9,200,880 was credited to additional paid-in capital.


Note 7.  Subsequent Events

During July 2001 the Company terminated negotiations to purchase a retail gas
station. 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.


                                                                              14
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                FUELNATION, INC.
                                  (Registrant)

                            Dated: __________________


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


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