FUELNATION INC.



                            FILING TYPE: FORM 10-QSB
                          DESCRIPTION: QUARTERLY REPORT
                            FILING DATE: MAY 24, 2001
                          PERIOD ENDING: MARCH 31, 2001


                PRIMARY EXCHANGE: OVER THE COUNTER BULLETIN BOARD
                                  TICKER: FLNTE




<PAGE>





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

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 2001

                         Commission file number 1-12350


                                 FUELNATION INC.
                 (Name of Small Business Issuer in its Charter)



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


         1700 NORTH DIXIE HIGHWAY, SUITE 125, BOCA RATON, FLORIDA 33432
       ------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)



                                 (561) 391-5883
                           (Issuer's Telephone Number)



                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (Title of Class)





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



The number of shares outstanding of the issuer's common stock, par value $.01
per share as of May 23, 2001 was 158,358,586





<PAGE>



                                 FUELNATION INC.





INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS                          PAGE

  Condensed Balance Sheets at March 31, 2001                                 F-1

  Condensed Statements of Operations for the Three Months
        ended March 31, 2001 and 2000                                        F-2

  Condensed Statement of Changes in Stockholders' Equity (Deficit)
        for Three Months ended March 31, 2001                                F-3

  Condensed Statements of Cash Flows for the Three Months ended
        March 31, 2001 and 2000                                              F-4

  Notes to Condensed Financial Statements                                    F-5

INDEX TO  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

  Item 2. Management Discussion  and Analysis                                  2

  Part II. Other Information                                                   3



PART  I  FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


As used herein, the term "Company" refers to FuelNation Inc. and predecessors
(the Company was formerly named as Regenesis Holdings, Inc.) unless otherwise
indicated. Consolidated, Unaudited, condensed interim financial statements
including a balance sheet for the Company as of the quarter ended March 31, 2001
and statements of operations, and statements of cash flows for the interim
period up to the date of such balance sheet and the comparable period of the
preceding year are attached hereto as Pages F-1 through F-7 and are incorporated
herein by this reference.




                                        1

<PAGE>

<TABLE>
<CAPTION>

                                 FUELNATION INC.

                             CONDENSED BALANCE SHEET

                                 MARCH 31, 2001
                                   (Unaudited)

ASSETS


CURRENT ASSETS:
<S>                                                                 <C>
   Cash                                                             $    15,597
   Receivables-Other                                                     15,985
   Due from Escrow Accounts                                             435,470
   Inventory                                                            555,556
   Due from Officers and Stockholders                                   101,847
   Prepaid Expense                                                       79,595
                                                                    -----------
Total Current Assets                                                  1,204,050
                                                                    -----------

FIXED ASSETS:
   Office Equipment and Computer Systems, net of
      accumulated depreciation of $34,914                               201,301
                                                                    -----------

OTHER ASSETS:
   Technology                                                         1,661,734
   Investments                                                          403,886
                                                                    -----------
Total Other Assets                                                    2,065,620
                                                                    -----------

Total  Assets                                                       $ 3,470,971
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts Payable                                                 $   673,779
   Accrued Liabilities                                                  382,880
   Payroll and Taxes Payable                                            211,948
                                                                    -----------
Total Current Liabilities                                             1,268,607
                                                                    -----------

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

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

STOCKHOLDERS' EQUITY:

   Preferred Stock, $.01 Par Value, 20,000,000 shares
      authorized; none issued and outstanding                              --
   Common Stock, $.01 Par Value, 350,000,000 shares
      authorized; 155,059,607 issued and outstanding                  1,550,597
   Additional Paid-In Capital                                         1,115,310
   Accumulated (Deficit)                                               (463,543)
                                                                    -----------
Total Stockholders' Equity                                            2,202,364
                                                                    -----------

Total Liabilities and Stockholders' Equity                          $ 3,470,971
                                                                    ===========
</TABLE>


                             See Accompanying Notes


                                      F-1

<PAGE>
<TABLE>
<CAPTION>



                                 FuelNation Inc.

                       CONDENSED STATEMENTS OF OPERATIONS

                   THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (Unaudited)

                                                           2001            2000

<S>                                                  <C>              <C>
Revenue                                              $        --      $        --
                                                     -------------    -------------

Operating Expenses:
   Salaries and wages including related taxes               92,836          194,618
   Legal and professional                                  135,317           62,456
   Marketing and promotion                                  41,880            2,875
   Travel                                                    2,904           41,697
   Consulting fees                                          75,000           73,500
   Rent                                                      6,413           28,943
   Office expenses                                           8,976           18,319
   Depreciation and amortization                            11,638            5,575
   Other general and administrative expenses                87,270           26,475
                                                     -------------    -------------
Total Operating Expenses                                   462,234          454,458
                                                     -------------    -------------

Operating Loss                                            (462,234)        (454,458)

Other Income (Expenses):
   Interest expense                                         (1,309)          (8,375)
                                                     -------------    -------------
Total other income (expenses), net                          (1,309)          (8,375)
                                                     -------------    -------------

Net Income (Loss)                                    $    (463,543)   $    (462,833)
                                                     =============    =============


Basic and Diluted Net Loss per Common Share          $       (0.00)   $       (0.06)
                                                     =============    =============

Weighted Average Common Shares Outstanding             154,989,627        7,404,038
                                                     =============    =============

</TABLE>


                             See Accompanying Notes


                                       F-2

<PAGE>

<TABLE>
<CAPTION>

                                 FUELNATION INC

        CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

                        THREE MONTHS ENDED MARCH 31, 2001
                                   (Unaudited)


                                                                                    Additional
                                       Preferred Stock      Common Stock              Paid-In        Accumulated
                                      Shares Amount     Shares         Amount         Capital         (Deficit)         Total
                                      -------------     ------         ------         -------         ---------         -----

<S>                                  <C>    <C>     <C>           <C>            <C>             <C>             <C>
Balances, December 31, 2000              --   $--     154,919,647   $  1,549,197   $    915,210    $       --      $  2,464,407

Issuance of common shares in
        private placement transactions   --    --            --           38,460            385         24,615          25,000
Issuance of common shares in
        private placement transactions   --    --            --          101,500          1,015        100,485         101,500
        issuance of stock options              --            --             --             --           75,000          75,000
Net (Loss)                               --    --            --             --             --         (463,543)       (463,543)
                                      ------  ----   ------------   ------------   ------------    -----------     -----------
Balance March 31, 2001                   --   $--     155,059,607   $  1,550,597   $  1,115,310    $  (463,543)    $ 2,202,364
                                      ======  ====   ============   ============   ============    ===========     ===========
</TABLE>



                             See Accompanying Notes


                                      F-3


<PAGE>
<TABLE>
<CAPTION>



                                 FUELNATION INC.

                       CONDENSED STATEMENTS OF CASH FLOWS

                   THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (Unaudited)

                                                                2001          2000
                                                                ----          ----
Cash Flows from Operating Activities:
<S>                                                           <C>          <C>
   Net loss                                                   $(463,543)   $(462,833)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
         Depreciation and amortization                           11,638        5,575
         Expenses paid by issuance of common stock,
                options and warrants                             75,000        9,835
         Changes in operating assets and liabilities:
            (Decrease) in Current Assets                        (57,098)
            (Decrease) in Other Assets                         (126,601)
            Increase in Accounts Payable,accrued expenses,
                and other current liabilities                   368,936      138,946
                                                              ---------    ---------
                  Net cash used in operating activities        (191,668)    (308,477)
                                                              ---------    ---------



Cash Flows from Investing Activities:
   Advances toward pending acquisition                             --       (140,000)
   Purchase of equipment                                         (3,460)      (1,046)
                                                              ---------    ---------
                  Net cash provided by (used in)
                        investing activities                     (3,460)    (141,046)
                                                              ---------    ---------

Cash Flows from Financing Activities:
   Net proceeds from issuance of common stock                   126,500      250,000
   Repayment of loans payable                                      --        (20,000)
   Proceeds of loans from officers and stockholders              71,027      214,150
   Repayment of loans to officers and stockholders                 --        (31,010)
                                                              ---------    ---------
                  Net cash provided by financing activities     197,527      413,140
                                                              ---------    ---------


Net Increase in Cash                                              2,399      (36,383)

Cash, Beginning of year                                          13,198      101,835
                                                              ---------    ---------

Cash, End of year                                             $  15,597    $  65,452
                                                              =========    =========


Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for interest                   $   1,309    $    --
                                                              =========    =========

Supplemental Schedule of Non Cash Investing and Financing Activities:
   Three Months Ended March 31, 2001:
Issuance of options to purchase 1,500,000 shares of common stock in connection
      with consulting fees, valued at $75,000.

</TABLE>


                             See Accompanying Notes


                                      F-4

<PAGE>



                                FUEL NATION INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (UNAUDITED)


NOTE 1.  BASIS OF PRESENTATION

The interim consolidated financial statements at March 31, 2001 and for the
three month periods ended March 31, 2001 and 2000 are Unaudited, but include all
adjustments which the management considers necessary for a fair presentation.

The accompanying Unaudited condensed financial statements are for the interim
periods and do not include all disclosures normally provided in annual financial
statements, and should be read in conjunction with the Company's Form 10-KSB for
the year ended December 31, 2000. The accompanying Unaudited interim condensed
financial statements for the three month periods ended March 31, 2001 and 2000
are not necessarily indicative of the results which can be expected for the
entire year.

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 affect the reported accounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

NOTE 2.  TECHNOLOGY COSTS AND RIGHTS

The Company purchased the following on October 13, 2000.

      Working model of computer designed
        proprietary software "R2R"                              $   570,000
      Exclusive ownership and rights to the "R2R"                   870,000
                                                                -----------
                                                                  1,440,000


This acquisition is reported on the purchase method of accounting.

Since the acquisition the Company continues to expand the data collection
Features of the computer designed proprietary software and the satellite
retrieval and other access methods.

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

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


Additional costs incurred as of March 31, 2001                      117,252
                                                                  ---------

Total as of March 31, 2001                                       $1,661,734
                                                                 ==========



                                      F-5
<PAGE>




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

Management has elected not to amortize the rights portion of $870,000. The
balance is amortized over 10 years once it is put into service, which will be
after March 31, 2001.


NOTE 3.  INCOME TAXES

Under U.S. federal law, certain changes in ownership of the Company may cause a
limitation on future utilization of net loss carryforwards. All net operating
loss carryforwards prior to October 13, 2000 were lost because of the
significant change in ownership at October 13, 2000. As of March 31, 2001, the
Company has estimated net operating loss carryforwards from October 13, 2000 to
March 31, 2001 of approximately $1,944,000 available to offset future taxable
income. The net operating loss carryforward begins to expire in year 2015.

The deferred income tax asset of $583,000 (30% x $1,944,000) 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 three months ending March
31, 2001.


NOTE 4. STOCKHOLDERS' EQUITY

QUASI REORGANIZATION & RECAPITALIZATION

On December 8, 2000 the Board of Directors determined to make a quasi
reorganization effective December 31, 2000. Management acknowledged the
accumulated deficits of all of the prior years as well as 2000 are not
indicative of what is not occurring. The recapitalizations (quasi
reorganization) zeros out the accumulated (deficit) account by an amount of
$16,082,882 with the offset reducing the paid in capital by the same amount.

STOCK OPTIONS AND WARRANTS

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

In 2000 the Company entered into a consulting agreement with Equity Group to
provide certain services. These services are terminated by December 31, 2000.
The services provided certain compensation to Equity Group. Options were granted
to Equity Group to purchase 216,000 shares in 3 lots of 72,000 shares each to be
exercised by March 7, 2005 at a 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 were recorded at their estimated fair market value of
$10,800.



                                       F-6


<PAGE>



In October, 2000 the Company engaged Veritas Venture Lab, LLC (Veritas) to
provide certain services and consulting. Veritas was paid for all services. In
addition, Veritas was also granted 1,500,000 options to buy 1,500,000 shares of
stock at $.01 per share. The 1,500,000 options are valued at $.05 per option ,
or $75,000.


NOTE 5.  PENDING UNDERWRITING & AGENT'S RETENTION AGREEMENT


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.

NOTE 6. NOTE COMMITMENTS AND CONTINGENCIES

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. Triad
subsequently assigned all rights to that agreement to the Company. While the
sellers agreed to extend the anticipated closing until March 31, 2001, the
Company was unable to raise funds sufficient to consummate such transaction, and
on April 7, 2001 both parties agreed to terminate the transaction. On May 23,
2001 the Company and Wilmoth agreed to reopen negotiations.

NOTE 7.  TERMINATION OF MANAGEMENT

During March, 2001 three members of the board of directors resigned. They were
not replaced until April, 2001. See Note discussing subsequent event.

NOTE 8. SUBSEQUENT EVENT

On April 15, 2001 the Company considered and approved to issue Joel Brownstein,
former officer and Board of Director, 2,000,000 shares of restricted shares of
stock. This is in consideration for the past efforts he has done for and in
behalf of the Company. This is not recognized in the financial statements as of
March 31, 2001 as it was not accruable at March 31, 2001. Nor is it in the basic
or dilutive loss per share as it would be anti-dilutive.

         During April, 2001 one officer and two members of the board of
directors were appointed.









                                       F-7


<PAGE>






         ITEM   2.         MANAGEMENT'S DISCUSSION AND ANALYSIS
                           OR PLAN OF OPERATIONS


         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 customer preferences. There can be no
             assurance that the Company will 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 on Form 10-QSB, as well as the information contained
             in the Company's Annual Report on Form 10-KSB for the year ended
             December 31, 2000, as filed with the Securities and Exchange
             Commission on May 21, 2001.


         GENERAL

             The report of the Company's independent certified public
             accountants on their audit of the Company's December 31, 2000
             financial statements contained uncertainties relating to the
             Company's ability to continue as a going concern. As shown in the
             accompanying financial statements the Company incurred a loss of
             $463,543 for the three months ended March 31, 2001, and had a
             working capital deficiency of $64,557 at March 31, 2001. However,
             total stockholder equity, net of accumulated (deficit) of $463,543,
             is $2,202,364. These factors among others raise substantial doubt
             about the Company's ability to continue as a going concern for a
             reasonable period of time. The accompanying financial statements do
             not include any adjustments relating to the outcome of this
             uncertainty.

             The Company's continuation as a going concern is dependent upon its
             ability to generate sufficient cash flow to meet its obligations on
             a timely basis. The Company's primary source of liquidity has been
             from the cash generated through the private placement of equity
             and/or debt securities and from advances from its officers and
             directors. The Company has completed the transaction with Triad
             Petroleum LLC purchasing technology (see "Managements Discussion
             and Analyses or Plan of Operations-General") in order to eventually
             achieve profitable operations. However, there can be no assurance
             that the Company will be successful in achieving

                                       F-8




<PAGE>


             profitable operations or acquiring additional capital or that such
             capital, if available, will be on terms and conditions acceptable
             to the Company. Additionally, the Company is in negotiations of an
             acquisition of the operations of a compatible corporation. In
             addition, arrangements are in place to raise additional equity
             through private placements and equity financing through an equity
             line of credit are moving forward towards completion.


         RESULTS OF OPERATIONS


             Salaries and wages including related taxes decreased $101,782 in
             the three months ended March 31, 2000, from $194,618 at March 31,
             2000 to $92,836 at March 31, 2001, as a result of employment of
             reduction of executive officers and related compensation.

             Legal and professional fees increased $72,861 in 2001 when compared
             to 2000, primarily as a result of expenses associated with the
             engagement of outside professionals to assist the Company in
             connection with preparing private placement offerings.

             The $41,880 of marketing and promotion costs in 2001, relate to the
             advertising of technology and is an increase of $39,005 over the
             cost in 2000.

             Travel expense decreased by $38,793 in 2001 as a result of a
             decrease in executive travel.

             Rent expense in 2001 decreased $22,530 primarily be closing the
             corporate offices in Miami, Florida and New York City, and moving
             its offices to Boca Raton, Florida.

             Other general and administrative expenses increased by $60,795 as a
             result of the change of operations. The major increases came from
             costs for insurance, investors services and utilities. Utilities
             are now above the cost of rent.

         LIQUIDITY AND CAPITAL RESOURCES

             For the three months ended March 31, 2001 and 2000, net cash used
             in operating activities was $191,668 and $308,477, respectively.
             The decrease of $116,809 was primarily attributable to a higher
             level of non-cash charges incurred in the three months ended March
             31, 2001, of $65,165 and a net decrease in working capital of
             $46,291.

             Net cash used in investing activities for the three months ended
             March 31, 2001, was $3,460 compared to $141,046 for 2000. The
             primary decrease is a reduction in advances toward a pending
             acquisition of $140,000.

             Net cash provided by financing activities for the three months
             ended March 31, 2001 was $197,527 which was comprised of an
             aggregate of $126,500 relating to the sale of common stock in
             private placements and $71,027 of loans and reduction of
             receivables. During the three months ended March 31, 2000 the
             Company made principal payments of $20,000 on outstanding loans
             payable and borrowed a net of $183,140 from its officers and
             stockholders, and $250,000 relating to the sale of common stock in
             private placements. Net cash provided by financing activities for
             2000 was $413,140 compared to $195,527 for 2001, or a net decrease
             of $215,613 in 2001 from 2000, which was primarily attributable to
             proceeds received from

                                       F-9




<PAGE>


             the sale of common stock of $511,730, proceeds from the convertible
             demand loan of $100,000 and $23,225 of net advances from officers
             and stockholders.

             As of March 31,, 2001, the Company had cash of $15,597 and a
             working capital deficiency of $64,557.

             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.

PART  II OTHER INFORMATION

         ITEM  2. CHANGES IN SECURITIES

             On February 10, 2001, the Company granted options to four
             technology employees and department heads to purchase an aggregate
             of 1,300,000 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.

             On April 1, 2001 the Company granted options to two executive
             officers to purchase an aggregate of 18,241,929 shares of common
             stock at an exercise price of $0.01 per share. Inasmuch as the
             purchasers were officers 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.

             On April 10, 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.

             No underwriters were involved in any of the transactions described
             above, and no commissions were paid in connection therewith.


         ITEM  3. DEFAULTS UPON SENIOR SECURITITES

                                    None

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

                                    None

         ITEM  5. OTHER INFORMATION

                                    None




                                        2

<PAGE>



         ITEM  6. EXHIBITS AND REPORTS ON 8-K

(a.)     Index to Exhibits
                  Exhibits Description of Documents
27       Financial Data Schedule

(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.


                                   SIGNATURES

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

                                 FuelNation Inc.




DATE:    MAY 24, 2001                 By:   /S/   CHRISTOPHER SALMONSON
         ------------                     -------------------------------
                                           Christopher Salmonson
                                           Chairman of the Board
                                           Chief Executive Officer and President
                                           (Principal Executive Officer)



DATE:    MAY 24, 2001                 By:   /S/   JAMES L. WILSON
         ------------                     ---------------------------------
                                           James L. Wilson
                                           Chief Financial Officer
                                           (Principal Financial Officer)















                                        3

<PAGE>