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 September 30, 2000

                         Commission file number 1-12350

                                 FuelNation Inc.
                                 ---------------
                       (Formerly 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, 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 November 17, 2000 was 150,066,466

<PAGE>

                                 FuelNation Inc.
                       (Formerly Regenesis Holdings, Inc.)

<TABLE>
<CAPTION>


PART  I  FINANCIAL INFORMATION
------------------------------

         ITEM  1. FINANCIAL STATEMENTS

                     INDEX TO CONDENSED FINANCIAL STATEMENTS
                     ---------------------------------------
                                   (UNAUDITED)
                                                                                                                  PAGE
                                                                                                                  ----

<S>                                                                                                                <C>
  Condensed Balance Sheets at September 30, 2000 and December 31, 1999                                             3

  Condensed Statements of Operations for the Three and Nine Months ended September 30,
       2000 and 1999                                                                                               4

  Condensed Statement of Changes in Stockholders'Deficit for Nine Months ended
       September 30, 2000                                                                                          5

  Condensed Statements of Cash Flows for the Nine Months ended September 30, 2000,
       and 1999                                                                                                  6 - 7

  Notes to Condensed Financial Statements                                                                        8 - 17




          ITEM  2.         MANAGEMENTS DISCUSSION AND ANALYSIS
                           OR PLAN OF OPERATION                                                                 18 - 22


 PART  II         OTHER  INFORMATION                                                                            23 - 26
 -----------------------------------



SIGNATURES                                                                                                      27
</TABLE>


<PAGE>
                                 FuelNation Inc.
                       (FORMERLY REGENESIS HOLDINGS, INC.)

                            CONDENSED BALANCE SHEETS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                     ASSETS

                                                             September 30,   December 31,
                                                                 2000           1999
                                                            ------------    ------------
<S>                                                         <C>             <C>
CURRENT ASSETS
   Cash                                                     $      1,109    $    101,835
   Prepaid expenses                                               10,000              --
                                                            ------------    ------------
        Total Current Assets                                      11,109         101,835

   Furniture, equipment & leashold inprovements, net of
      accumulated depreciation of $3,670 in 1999                      --          23,028
   Other assets, net of accumulated amortization
       of $2,126 and $-0-                                          1,162          18,922
   Advances toward proposed acquisition                               --         155,492
   Excess of cost over fair value of net assets acquired,
      net of accumulation amortization of $74 in 1999                 --             556
                                                            ------------    ------------

        Total  Assets                                       $     12,271    $    299,833
                                                            ============    ============

            LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Refund payable                                           $    200,000    $         --
   Accounts payable                                              134,672          81,495
   Accrued payroll                                                    --         402,168
   Due to officers and stockholders                                   --         175,835
   Due to Triad Petroleum, LLC                                    60,107              --
   Other current liabilities                                     130,008         109,693
   Loans Payable                                                 130,000         150,000
   Convertible demand loan                                            --         100,000
                                                            ------------    ------------
         Total Current Liabilities                               654,787       1,019,191
                                                            ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:

   Preferred Stock, $.01 par value, 10,000,000 shares
      authorized; none issued and outstanding                         --              --
   Common Stock, $.01 par value, 100,000,000 shares
      authorized; 6,066,466 and 6,388,974 shares issued
      and outstanding, respectively                               60,665          63,890

   Additional paid-in capital                                 14,946,734      13,369,831
   Accumulated deficit                                       (15,649,915)    (14,153,079)
                                                            ------------    ------------
         Total Stockholders' Deficit                            (642,516)       (719,358)
                                                            ------------    ------------
         Total Liabilities and Stockholders' Deficit        $     12,271    $    299,833
                                                            ============    ============
</TABLE>

                             See Accompanying Notes

                                       3

<PAGE>
                                 FuelNation INC.
                       (FORMERLY REGENESIS HOLDINGS, INC.)

                       CONDENSED STATEMENTS OF OPERATIONS

                                   (Unaudited)
<TABLE>
<CAPTION>


                                                             Three Months Ended           Nine Months Ended
                                                                September 30,               September 30,
                                                        --------------------------------------------------------
                                                           2000           1999           2000           1999
                                                        -------------------------------------------- -----------
<S>                                                          <C>           <C>            <C>            <C>
Revenue                                                 $        --    $        --    $        --    $        --
                                                        -----------    -----------    -----------    -----------
Operating expenses:
   Salaries and wages including related taxes                93,725        152,856        450,219        431,455
   Consulting fees                                           11,466         66,640        196,466        189,215
   Legal and professional                                    43,499         22,334        173,951         99,084
   Travel                                                     1,651         75,353         65,858        102,287
   Rent                                                       8,734          8,383         57,776         29,533
   Office expense                                               916         20,369         35,129         32,888
   Depreciation and amortization                              8,507          1,618         21,204          3,150
   Marketing and promotion                                       --         24,412         13,573        132,054
   Other general and administrative expenses                 69,226         21,423        137,947         86,721
   Provision for advances toward proposed acquisition        29,796             --        454,444             --
                                                        -----------    -----------    -----------    -----------
      Total operating expenses                              267,520        393,388      1,606,567      1,106,387
                                                        -----------    -----------    -----------    -----------

Operating Loss                                             (267,520)      (393,388)    (1,606,567)    (1,106,387)


Other Income (Expense):
   Gain on settlement of payables and other income          131,540          6,900        131,540         12,900
   Interest expense                                          (6,372)            --        (21,809)            --
                                                        -----------    -----------    -----------    -----------
       Total other income (expense), net                    125,168          6,900        109,731         12,900
                                                        -----------    -----------    -----------    -----------



Net Loss                                                $  (142,352)   $  (386,488)   $(1,496,836)   $(1,093,487)
                                                        ===========    ===========    ===========    ===========



Basic and Diluted Net Loss per Common Share             $     (0.02)   $     (0.09)   $     (0.19)   $     (0.31)
                                                        ===========    ===========    ===========    ===========

Weighted Average Common Shares Outstanding                7,775,939      4,389,490      7,704,639      3,573,064
                                                        ===========    ===========    ===========    ===========
</TABLE>

                             See Accompanying Notes

                                       4
<PAGE>
                                 FuelNation INC.
                       (FORMERLY REGENESIS HOLDINGS, INC.)

             CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

                      NINE MONTHS ENDED SEPTEMBER 30, 2000
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                           Preferred Stock          Common Stock
                                                                      -----------------------   ----------------------
                                                                           Shares    Amount        Shares         Amount
                                                                           ------    ------        ------         ------
<S>                                                                      <C>       <C>               <C>             <C>
Balances, December 31, 1999                                               --       $   --      6,388,974    $     63,890

Issuance of common shares in private placement transactions               --           --        300,000           3,000
Issuance of common shares to officer pursuant to the
   amendment of an employment agreement                                   --           --         50,000             500
Issuance of common shares in payment of deferred consulting fees          --           --      1,050,000          10,500
Issuance of common shares to acquire Internet Domain name                 --           --        250,000           2,500
Issuance of warrants to purchase common stock                             --           --             --              --
Issuance of common shares in payment of expenses                          --           --         64,974             650
Cancellation of a private placement transaction                           --           --       (200,000)         (2,000)
Cancellation of common shares issuable to officers and directors,
   former officers and directors and certain consultants in connection
   with cancellation of employment agreements and consulting
   agreements                                                             --           --     (1,837,482)        (18,375)

Net Loss                                                                  --           --             --              --
                                                                        ----       ------   ------------    ------------

Balances, September 30, 2000                                              --       $   --      6,066,466    $     60,665
                                                                        -===       ======   ============    ============
</TABLE>
[RESTUBBED]
<TABLE>
<CAPTION>
                                                                          Additional
                                                                           Paid-In
                                                                           Capital          Deficit            Total

<S>                                                                               <C>             <C>             <C>
Balances, December 31, 1999                                              $ 13,369,831    $(14,153,079)   $   (719,358)


Issuance of common shares in private placement transactions                   447,000              --         450,000
Issuance of common shares to officer pursuant to the
   amendment of an employment agreement                                         2,000              --           2,500
Issuance of common shares in payment of deferred consulting fees               42,000              --          52,500
Issuance of common shares to acquire Internet Domain name                      10,000              --          12,500
Issuance of warrants to purchase common stock                                   8,999              --           8,999
Issuance of common shares in payment of expenses                                2,598              --           3,248
Cancellation of a private placement transaction                              (198,000)             --        (200,000)
Cancellation of common shares issuable to officers and directors,
   former officers and directors and certain consultants in connection
   with cancellation of employment agreements and consulting
   agreements                                                               1,262,306              --       1,243,931


Net Loss                                                                           --      (1,496,836)     (1,496,836)
                                                                         ------------    ------------    ------------

Balances, September 30, 2000                                             $ 14,946,734    $(15,649,915)   $   (642,516)
                                                                         ============    ============    ------------
</TABLE>

                             See Accompanying Notes

                                       5
<PAGE>
                                 FuelNation INC.
                       (FORMERLY REGENESIS HOLDINGS, INC.)

                       CONDENSED STATEMENTS OF CASH FLOWS

                  NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                               2000          1999
                                                                           -----------    -----------
<S>                                                                        <C>            <C>
Cash Flows from Operating Activities:
   Net loss                                                                $(1,496,836)   $(1,093,487)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
         Depreciation and amortization                                          21,204          3,150
         Provision for advances toward proposed acquisition                    454,444             --
         Expenses paid by issuance of common stock, options and warrants        11,462        170,050
         Other non cash charges                                                 68,969             --
         Changes in operating assets and liabilities:
            Deposits and other assets                                          (45,585)       (21,593)
            Accounts payable, accrued expenses, and
               other current liabilities                                       420,507        332,959
                                                                           -----------    -----------
                  Net cash used in operating activities                       (565,835)      (608,921)
                                                                           -----------    -----------

Cash Flows from Investing Activities:
   Advances toward pending acquisition                                        (298,952)            --
   Purchase of equipment                                                       (10,101)       (26,698)
                                                                           -----------    -----------
                  Net cash used in investing activities                       (309,053)       (26,698)
                                                                           -----------    -----------

Cash Flows from Financing Activities:
   Net proceeds from issuance of common stock                                  450,000        511,730
   Proceeds from convertible demand loan                                            --        100,000
   Repayment of loans payable                                                  (20,000)            --
   Proceeds of loans from officers and stockholders                            442,210         26,025
   Repayment of loans to officers and stockholders                             (98,048)        (2,800)
                                                                           -----------    -----------
                  Net cash provided by financing activities                    774,162        634,955
                                                                           -----------    -----------


Net Decrease in Cash                                                          (100,726)          (664)

Cash, Beginning of Period                                                      101,835         20,748
                                                                           -----------    -----------

Cash, End of Period                                                        $     1,109    $    20,084
                                                                           -----------    -----------

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

Supplemental Schedule of Non Cash Investing and Financing Activities:
   Nine Months Ended September 30, 2000:

      Issuance of 250,000 shares of common stock to acquire the URL
         address Music 411.com, valued at $12,500.

      Issuance of an aggregate of 1,050,000 shares of common stock in
         connection with three consulting agreements, valued at $52,500.
</TABLE>


                             See Accompanying Notes

                                       6
<PAGE>
                                    FuelNation INC.
                          (FORMERLY REGENESIS HOLDINGS, INC.)

                     CONDENSED STATEMENTS OF CASH FLOWS, Continued

                     NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                      (Unaudited)

         Issuance of an aggregate of 50,000 shares of common stock in
                  connection with the amendment of an employment agreement with.
                  an officer, valued at $2,500.

         Cancellation of 1,837,482 shares of common stock issuable to officers
                  and directors, former officers and directors and certain
                  consultants in connection with cancellation of employment
                  agreements and consulting agreements, valued at $1,243,931.

         Nine Months Ended September 30, 1999:

         Issuance of 10,000 shares of common stock to acquire the assets of
                  NetDisc, Inc., valued at $630.

         Issuance of 48,000 shares of Series C Preferred Stock valued at
                  $57,180.

         Issuance of 1,000,000 shares of common stock to an officers and
                  directors in connection with their employment agreements,
                  valued at $63,000.

         Excess of estimated fair market value of 950,000 shares of common stock
                  over the aggregate selling price of $9,500.


                             See Accompanying Notes

                                       7
<PAGE>

                                 FuelNation Inc.
                       (FORMERLY REGENESIS HOLDINGS, INC.)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (Unaudited)

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Organization

             On October 13, 2000, the Company (formerly Regenesis Holdings,
             Inc.) announced that it closed on a transaction whereby Triad
             Petroleum, LLC ("Triad"), a privately held provider of e-commerce
             and management services to the petroleum industry and owners of the
             trademark FuelNation, acquired controlling interest in the Company
             through a stock purchase agreement (see Note 8). In connection with
             the closing of the transaction Regenesis Holdings, Inc, changed its
             name to FuelNation Inc.

         Basis of Presentation

             In 1997, the Company sold all of its existing operations, which
             consisted of Domino's Pizza franchises in Poland and Medical
             Centers located in Southeast Florida, and became a holding company,
             with no operating subsidiaries. In 1999, the Company acquired the
             assets of NetDisc, Inc. ("NetDisc") for the purpose of pursuing
             internet advertising opportunities, although to date, the Company
             has generated no revenues from such activities. In connection with
             the completion of the transaction with Triad, the Company has
             ceased pursuing Net Disc's operations.

             The presentation of financial statements in conformity with
             generally accepted accounting principles requires management to
             make estimates and assumptions that affect the reported amounts of
             assets and liabilities and disclosure of contingent assets and
             liabilities at the date of the financial statements and the
             reported amounts of revenues and expenses during the reporting
             period. Actual results could differ from these estimates.

             The accompanying unaudited condensed financial statements, which
             are for interim periods, do not include all disclosures provided in
             the annual financial statements. These unaudited condensed
             financial statements should be read in conjunction with the
             financial statements and the footnotes thereto contained in the
             Annual Report on Form 10-KSB for the year ended December 31, 1999,
             as filed with the Securities and Exchange Commission. The December
             31, 1999 condensed balance sheet was derived from audited financial
             statements, but does not include all disclosures required by
             generally accepted accounting principles.

             In the opinion of the Company, the accompanying unaudited condensed
             financial statements contain all adjustments (which are of a normal
             recurring nature) necessary for a fair presentation of the
             financial statements. The results of operations for the three and
             nine months ended September 30, 2000, are not necessarily
             indicative of the results to be expected for the full year.

                                       8
<PAGE>

                                 FuelNation Inc.
                       (FORMERLY REGENESIS HOLDINGS, INC.)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (Unaudited)

         Going Concern

             The report of the Company's independent certified public
             accountants on their audit of the Company's December 31, 1999
             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
             $1,496,836 for the nine months ended September 30, 2000, and had a
             working capital deficiency and a stockholders' deficiency of
             $643,678 and $642,516, respectively, at September 30, 2000. 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.

         Liquidity and Plan of Operations

             As of September 30, 2000, the Company had cash of $1,109 and a
             working capital deficiency of $643,678.

             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 (see Note 8) in order to eventually achieve
             profitable operations. However, there can be no assurance that the
             Company will be successful in achieving profitable operations or
             acquiring additional capital or that such capital, if available,
             will be on terms and conditions acceptable to the Company.

         Reclassifications

             Certain reclassifications have been made in the 1999 financial
             statements to conform to the 2000 presentation.

         Restatement of September 30, 1999

             Results of operations for the nine months ended September 30, 1999,
             have been restated to include the adjustments as outlined below:

             Net loss as originally reported                       $ (1,057,332)
             Accrual of unpaid salaries and wages including
                related taxes                                         (  36,155)
                                                                   ------------

             Net loss as restated                                  $( 1,093,487)
                                                                   ============


                                       9
<PAGE>

                                 FuelNation Inc.
                       (FORMERLY REGENESIS HOLDINGS, INC.)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (Unaudited)

NOTE 2.  ADVANCES TOWARD PROPOSED   ACQUISITION

             The Company entered into a preliminary letter of intent in 1999
             (the "Preliminary LOI") to acquire all of the assets and assume
             certain liabilities of the entity formerly known as Red Ant
             Entertainment ("Red Ant").

             In accordance with the terms of the Preliminary LOI both the
             Company and the seller each loaned $75,000 to MCCC Acquisition, LLC
             ("MCCC") the owner of the assets and such funds were simultaneously
             advanced to Management West International, Inc. ("Management West")
             which is the entity that was managing the assets until completion
             of the acquisition by the Company. In addition, through September
             30, 2000, the Company advanced $379,444 to Management West to cover
             a portion of their operating expenses.

             Pursuant to the terms of the Preliminary LOI, the purchase price
             was to be comprised of $300,000 of cash, 300,000 shares of
             restricted common stock of the Company, a three year warrant to
             purchase 100,000 shares of common stock of the Company at an
             exercise price of $3.00 per share, plus the liabilities assumed.
             The Company's $75,000 loan to MCCC was to be forgiven. All
             operating advances made by the Company through the date of closing
             of the purchase were to be considered as part of the purchase price
             for financial reporting purposes. Accordingly, such advances were
             capitalized as advances toward proposed acquisition in the
             accompanying financial statements. During the nine months ended
             September 30, 2000, the Board of Directors of the Company
             determined that completion of the proposed acquisition would not be
             in the best interests of the Company. Accordingly, the $454,444
             balance of advances toward proposed acquisition were charged to
             operations during the nine months ended September 30, 2000.

NOTE 3.  LOANS PAYABLE

             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 of 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, compounded daily and all interest was
             payable at maturity.

             Effective September 29, 2000, the Company reached an agreement with
             the lender whereby all principal and accrued interest due under the
             loan was satisfied in full by payment of $100,000, which payment
             was made on October 25, 2000, from funds advanced to the Company by
             Triad.

             On October 31, 1999, the Company borrowed $75,000 from a third
             party. The loan was payable in full on its extended due date of
             April 14, 2000. The unpaid principal balance on the loan as of
             September 30, 2000, was $30,000. The loan bears interest at 12% per
             annum and all interest is payable at maturity. In accordance with
             the terms of the loan agreement, the Company granted the lender an
             aggregate of 19,000 shares of the Company's common stock and
             further agreed to issue the lender an additional 2,500 shares of
             the Company's common stock for each seven day period beginning on
             December 16, 1999 through the date of final

                                       10
<PAGE>
                                 FuelNation Inc.
                       (FORMERLY REGENESIS HOLDINGS, INC.)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (Unaudited)

             payment of all principal and accrued interest. For the nine months
             ended September 30, 2000, the Company recorded as issuable an
             aggregate of 64,974 shares of common stock to the lender in
             accordance with the terms of the loan agreement, which were valued
             at $3,248. The value of the shares issued is included in interest
             expense in the accompanying financial statements. At September 30,
             2000, the unpaid principal balance on the loan was $30,000. The
             number of shares of common stock to be issued is presently in
             dispute. The Company is presently negotiating with the lender to
             reach agreement on the method of repayment of the outstanding
             balance of principal and accrued interest, as well as the number of
             shares of common stock to be issued.

NOTE 4.  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 $1.33.
             In connection with the loan, the Company issued to the lender a two
             year warrant to purchase 20,000 shares of the Company's common
             stock at an exercise price of $2.50 per share and a one year option
             to purchase an additional 100,000 shares of the Company's common
             stock at a price to be determined by negotiation between the
             parties. The warrant and the option were valued at an aggregate of
             $2,333. Effective September 29, 2000, the Company reached agreement
             with the lender whereby all principal and accrued interest due
             under the loan was satisfied by the issuance of 100,000 shares of
             common stock of the Company, which will be made available from
             shares placed into escrow by certain shareholders in connection
             with the terms of the Share Sale and Contribution Agreement between
             the Company and Triad ( see Note 8). 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.

NOTE 5 . RELATED PARTY TRANSACTIONS

             During the nine months ended September 30, 2000, the Company
             received an aggregate of $442,210 of advances from officers, former
             officers and stockholders and made payments to such individuals
             aggregating $98,048.

             During the quarter ended September 30, 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 September 30, 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 employments agreements.
             As a result,

                                       11
<PAGE>

                                 FuelNation Inc.
                       (FORMERLY REGENESIS HOLDINGS, INC.)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (Unaudited)

             $656,093 of amounts due to such individuals was contributed to paid
             in capital in the accompanying condensed balance sheet as of
             September 30, 2000.

             As of September 30, 2000, the Company had received $60,107 in
             working capital advances from Triad. Subsequent to September 30,
             2000, Triad advanced an additional $340,000 to the Company, which
             was used to satisfy the terms of settlement agreements with regard
             to outstanding liabilities of the Company (see Note 8).

NOTE  6. STOCKHOLDERS' EQUITY

             During the nine months ended September 30, 2000, the Company sold
             300,000 shares of common stock (which includes the 200,000 shares
             discussed in the following paragraph) at prices ranging from $1.00
             to $3.00 per share and received an aggregate of $450,000 of cash.

             On January 20, 2000, the Company entered into an agreement to sell
             200,000 shares of common stock at a price of $1.00 per share in a
             private placement transaction. The purchaser of the shares
             deposited the $200,000 purchase price with the Company's counsel
             for the benefit of the Company until completion of the proposed
             acquisition described in Note 2. On June 15, 2000, counsel for the
             Company released the funds to the Company and $145,000 of such
             funds were advanced in connection with the proposed acquisition and
             $55,000 of such funds were utilized for general working capital
             purposes. The 200,000 shares were recorded as issuable in the
             Company's financial statements as of June 15, 2000. Effective
             September 29, 2000, pursuant to the terms of an Agreement of
             Settlement and Release, the Company agreed to repay the $200,000 of
             cash proceeds received and was released from all claims of any kind
             that could be asserted by the purchaser of the shares. At September
             30, 2000, the $200,000 liability is reflected as a refund payable
             in the accompanying condensed balance sheet. The amount was paid in
             full on October 25, 2000, with funds advanced to the Company by
             Triad.

             In January 2000, the Company purchased the URL address Music
             411.com from the father of the former Chairman of the Board of
             Directors in exchange for 250,000 restricted shares of the
             Company's common stock, which was valued at $ 12,500. In September
             2000, the address was sold to the father of the former Chairman of
             the Board of Directors for $10.00 and the balance of $12,490 was
             charged to operations in the accompanying condensed statement of
             operations.

             On January 5, 2000, the Company granted options to three officers
             to purchase up to an aggregate of 800,000 shares of common stock at
             an exercise price of $.25 per share. Pursuant to the terms of the
             letter agreements with these individuals described in Note 7, the
             options were cancelled during the quarter ended September 30, 2000.

             On January 5, 2000 the Company granted 50,000 shares of Common
             Stock to its Executive Vice President of Entertainment / Music
             Development in connection with a one year extension of his
             employment agreement. The shares were recorded at their established
             fair market value of $2,500. Pursuant to the terms of the letter
             agreement with this individual described in Note 7, the 50,000
             shares were cancelled during the quarter ended September 30, 2000.

                                       12
<PAGE>

                                 FuelNation Inc.
                       (FORMERLY REGENESIS HOLDINGS, INC.)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (Unaudited)

             In January 2000, the Company entered into three consulting
             agreements which provided for an aggregate of $20,000 per month in
             consulting fees and the issuance of an aggregate of 1,050,000
             shares of common stock valued at $.05 per share. Based upon quoted
             prices between dealers the $.05 per share was considered to be
             equivalent to the estimated fair market value per share of the
             Company's common stock on the date of the transaction. The
             agreements are for a period of three years. The $52,500 value
             associated with the common stock was recorded as deferred
             consulting fees and was amortized through September 30, 2000, using
             a three year term. Effective September 29, 2000, pursuant to the
             terms of a settlement agreement, two of the consultants agreed to
             accept an aggregate of 400,000 shares of the Company's common stock
             in full settlement of all of the Company's obligations under the
             terms of two of the three consulting agreements and such agreements
             were cancelled. The 400,000 shares of common stock to be issued
             will be made available from shares placed in escrow by certain
             shareholders in connection with the terms of the Share Sale and
             Contribution Agreement between the Company and Triad (see Note 8).
             The 1,000,000 shares of common stock previously issuable by the
             Company have been reflected as a reduction in common shares
             outstanding in the accompanying condensed financial statements as
             of September 30, 2000.

             At September 30, 2000, the Company had reserved 4,466,000 shares of
             common stock for issuance pursuant to the terms of its stock option
             plan and other outstanding options and warrants.

             The Company's Stock Option Plan (the "Plan") provides for the
             issuance of options to purchase a maximum of 4,000,000 shares of
             common stock.

             A summary of the status of all options outstanding under the Plan
             as of September 30, 2000, and changes during the nine months ended
             September 30, 2000, are presented below (see Notes 3 and 4):

                                             Option        Market       Average
                                              Price        Price       Remaining
                                             at Date       at Date       Term
                              Shares         of Grant      of Grant    in Years
                              ------         --------      --------    --------

        Balance at
           Beginning
           of  Period           50,000         $1.00         $.07         1.8
        Options
           Granted              800,000         $.25         $.05         3.4
        Options
           Exercised                  -            -             -        -
        Options
           Forfeited           (850,000)     $.25 - $1.00  $.05-$.07      3.0
        Balance at
           End of
           Period                     -            -             -        -
        Options
           Exercisable
           At End of
           Period                     -            -             -        -


                                       13
<PAGE>

                                 FuelNation Inc.
                       (FORMERLY REGENESIS HOLDINGS, INC.)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (Unaudited)

NOTE 7 . COMMITMENTS AND CONTINGENCIES

         Litigation

             In December, 1998 the Company filed a Complaint in the Circuit
             Court of the Fifteenth Judicial Circuit in and for Palm Beach
             County, Florida 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, for
             defamation and liable in connection with certain information
             released about the Company. On August 21, 2000, Regenesis dismissed
             the action without prejudice as to all defendants.

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

             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., filed in the Superior Court, attended mediation which resulted
             in a settlement which required, among other things, the dismissal
             of all three lawsuits. The Company was not a named party in the
             California state court action. Additionally, the Company is not
             obligated to contribute financially to the settlement. Although,
             the Company did not attend the mediation, the Company was an
             intended beneficiary of the settlement. Mitchell Rubinson and Larry
             Rutstein, former officers of the Company, alleged certain
             indemnification rights against the Company as part of the
             settlement and notified the Company of such a reservation
             subsequent to their execution of the settlement agreement. The
             Company cannot opine upon the validity of such claims as no action
             has been filed against the Company in that regard. However, the
             Company believes the probability that Messrs. Rubinson and Rutstein
             could sustain a claim against the Company based upon the settlement
             agreement is remote, accordingly, no provision for any potential
             claims associated with these matters has been recorded in the
             accompanying condensed financial statements. The Company would
             vigorously defend any such claims in the event they are filed.
             Mitchell Rubinson has notified the Company of alleged
             indemnification rights as to any funds paid for settlement and any
             attorney's fees incurred in the above mentioned actions.

             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.

             At September 30, 2000, the Company was not a party to any pending
             litigation.

                                       14
<PAGE>

                                 FuelNation Inc.
                       (FORMERLY REGENESIS HOLDINGS, INC.)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (Unaudited)

         Operating Leases

             The Company leased office space in Miami, Florida pursuant to the
             terms of a sublease agreement expiring by its original terms in May
             2002. On October 25, 2000, the Company and the landlord entered
             into an agreement of Surrender and Termination of Sublease (the
             "Agreement") whereby the Company agreed to forfeit its lease
             deposit of $8,733 and make a settlement payment of $40,000 in
             exchange for termination of all of the Company's obligations under
             the sublease. The $40,000 payment was made on October 25, 2000,
             from funds advanced to the Company by Triad. Results of operations
             for the nine months ended September 30, 2000, reflect a charge of
             $48,733 with respect to forfeiture of the lease deposit and accrual
             of the $40,000 settlement payment.

             On June 16, 2000, the Company entered into an office lease in New
             York City for a period of five years and three months which
             provided for rental payments aggregating approximately $448,000.
             The lease required a security deposit of $45,585. On September 11,
             2000, the Company, with the consent of the lessor, assigned all of
             its rights and interests in the lease to its former president who
             assumed all of the Company's obligations under the lease. The
             $45,585 security deposit under the lease was applied against
             amounts due to the former president at the date of his resignation
             on August 28, 2000.

         Employment Agreements

             As of September 30, 2000, all of the Company employment agreements
             with its officers and former officers have been cancelled and the
             parties to such agreements have relinquished their rights to any
             accrued unpaid compensation, future compensation and their rights
             to receive certain shares of common stock and options to purchase
             common stock. The Company has no continuing obligations under any
             of these agreements and all of the agreements have been cancelled.

             The Company is currently negotiating an employment agreement with
             its Chairman, Chief Executive Officer and President. Such agreement
             is expected to provide an annual salary of $240,000, and will
             include as yet undetermined stock based compensation and customary
             change of control provisions.

         Other

             In November 1999, the Company entered into an agreement with JW
             Genesis Capital Markets, Inc. ("JW Genesis"), whereby JW Genesis
             will act as a financial advisor to the Company and as its exclusive
             placement agent in connection with any proposed offering or private
             placement by the Company of any equity or debt securities. Pursuant
             to the terms of the agreement, JW Genesis will be paid a
             nonrefundable fee of $6,250 upon execution of the agreement and a
             monthly fee of $6,250 for each month following the date of
             execution of the agreement for a minimum period of three months. In
             addition, the Company issued to JW Genesis a five year warrant to
             purchase 250,000 shares of the Company's common stock at an
             exercise price of $2.50 per share. The agreement provides, among
             other things, that JW Genesis would be paid an investment banking
             fee and would be fully reimbursed for all out-of-pocket expenses in
             connection with the completion of any securities offerings
             contemplated by the agreement. The warrant was recorded at its
             estimated fair market value of $11,558.

                                       15
<PAGE>

                                 FuelNation Inc.
                       (FORMERLY REGENESIS HOLDINGS, INC.)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (Unaudited)

             As of September 30, 2000, other current liabilities in the
             accompanying condensed balance sheet include $25,000 due to JW
             Genesis pursuant to the agreement.

             On March 7, 2000, the Company entered into a three year consulting
             agreement which provides for a monthly fee of $3,000, $5,000 and
             $7,000 in years one through three, respectively. In addition, the
             agreement provides for the issuance of three Common Stock Purchase
             Warrants to purchase an aggregate of 216,000 shares of common
             stock. Each warrant is exercisable for a period of five years and a
             warrant to purchase 72,000 shares is immediately exercisable at an
             exercise price of $2.50 per share; a warrant to purchase 72,000
             shares is exercisable in one year at an exercise price of $5.00 per
             share; and a warrant to purchase 72,000 shares is exercisable in
             two years at an exercise price of $7.50 per share. The agreement
             may be terminated by either party on the first or second
             anniversary date of the contract and warrants not exercisable as of
             the termination date are forfeited. The warrants were recorded at
             their estimated fair market value of $8,999. At September 30, 2000,
             other current liabilities in the accompanying condensed balance
             sheet included $20,466 due to the consultant pursuant to this
             agreement.

             At September 30, 2000, the Company was party to a total of two
             consulting agreements both of which are for terms of three years
             and require minimum future payments as follows:

              Twelve Months Ending September 30,

              2001                                              $     48,000
              2002                                                    72,000
              2003                                                    42,000
                                                                  ----------
              Total                                              $   162,000
                                                                 ===========


NOTE 8 . SUBSEQUENT EVENTS

             On October 13, 2000, 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, whereby
             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) which provides for the exclusive rights to make
             market and sell products and services using E-Mation's proprietary
             technology which integrates all aspects of the business operations
             for both wholesale distribution and retail sale of fuel. In
             November 2000, 5,000,000 shares of Series D Preferred Stock were
             converted into 50,000,000 shares of common stock. 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 revenues will be generated. There is no significant
             operating history with respect to this asset.

                                       16
<PAGE>

                                 FuelNation Inc.
                       (FORMERLY REGENESIS HOLDINGS, INC.)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (Unaudited)

             Subsequent to September 30, 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 connection with the closing of the Triad transaction, Mr. Adler
             placed approximately 1,260,000 shares of the Company's common
             stock, owned by him, into an escrow account. The purpose of the
             escrow account was to ensure the satisfaction of certain of the
             Company's pre-closing liabilities, as well as any claims asserted
             against the Company for the issuance of shares of the Company's
             common stock (provided that such pre-closing liabilities or claims
             arise out of Company transactions entered into prior to October 13,
             2000). As of such date, approximately $640,000 of such liabilities
             remained outstanding. On October 25, 2000, the Company used all the
             proceeds of a $340,000 loan from Triad to satisfy a portion of such
             liabilities and, pursuant to the terms of the escrow agreement with
             Mr. Adler, the Company received 340,000 shares of the Company's
             common stock for cancellation. Mr. Adler has the right to use any
             of these shares held in escrow to settle creditors claims at any
             time prior to the Company settling such claims. In addition, prior
             to the Company selling Mr. Adler's shares to a third party or using
             Mr. Adler's shares to settle claims, Mr. Adler has forty eight
             hours to purchase such shares on the same terms and conditions as
             such third party sale, except for the $340,000 of claims that have
             been settled. As of November 15, 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.

             Subsequent to September 30, 2000, Triad has advanced a total of
             $1,083,865 to the Company, $340,000 of which was used to pay
             outstanding liabilities as of September 30, 2000, and $743,865 of
             which was used for current working capital purposes.

                                       17
<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. Certain of these risks and
             uncertainties are described from time to time in the Company's
             filings with the Securities and Echange Commission, including
             without limitation, as set forth under the heading "Factors
             Affecting Future Performance" below. The Company accepts no
             obligation to update these forward-looking statements and does not
             intend to do so. 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.

         FACTORS AFFECTING FUTURE PERFORMANCE

         A Market for the Company's Products and Services May Not Materialize

              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:

                        o       the reluctance of businesses to adopt the its
                                products and services;
                        o       alternative, competitive models to the Company's
                                products and services;
                        o       the Company's failure to successfully market its
                                products and services to new customers; and
                        o       the Company's inability to maintain and
                                strengthen its brand awareness.

         Early Stage of Development; Technological Uncertainty

              The Company's inventory management technology is at an early stage
              of development. All of the Company's potential products and
              services are in development, and no revenues have been generated
              from sales. There can be no assurance that any of the Company's
              potential products and services can be successfully developed.

         Need for Additional Funds; Risk of Insolvency

              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 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 and 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.

         Limited Sales, Marketing and Distribution Experience

              The Company has very limited experience in sales, marketing and
              distribution. In order to market and sell certain products and
              services directly, the Company will have to develop or subcontract
              a sales force and a marketing group.

         Potential Adverse Effect of Technological Change and Competition

              The inventory management industry is competitive. The Company has
              numerous competitors in the United States and other countries for
              their respective technologies products and services under
              development. There can be no assurance that the Company's
              competitors will not succeed in developing products and services
              that are more effective than any which have been or are being
              developed by the Company which would render the Company's
              technology and products non-competitive. Many of the Company's
              competitors have substantially greater financial, technical,
              marketing and human resources than the Company.

         Management of Growth; Dependence on Senior Management and Other Key
         Employees

              The Company's ability to effectively manage its future growth, if
              any, will require it to develop, and continue to improve, the
              Company's operational, financial and management controls,
              accounting and reporting systems, and other internal processes.
              There can be no assurance that the Company will be able to make
              improvements in an efficient or timely manner or that any such
              improvements will be sufficient to manage its growth, if any. If
              the Company is unable to manage growth effectively, its business,
              operating results and financial condition would be materially
              adversely affected.

              The Company's success depends to a significant extent upon its
              senior management and certain other key employees of the Company.
              The loss of the service of senior management or other key
              employees could have a material adverse effect on the Company.
              Furthermore, the Company believes that its future success will
              also depend to a significant extent upon its ability to attract,
              train and retain highly skilled technical, management, sales and
              marketing personnel. Competition for such personnel is intense,
              and the Company expects that such competition will continue for
              the foreseeable future. The failure to attract or retain such
              personnel could have a material adverse effect on the Company's
              business, operating results and financial condition.

         Technological Change

              The market for the Company's products and services is
              characterized by a high degree of technological change, frequent
              new product introductions, evolving industry standards and changes
              in customer demands. The introduction of competitive products
              embodying new technologies and the emergence of new industry
              standards could render the Company's existing products and
              services obsolete and unmarketable. The Company's future success
              will depend in part on its ability to enhance existing products
              and services, to develop and introduce new products and services
              to meet diverse and evolving customer requirements, and to keep
              pace with technological developments and emerging industry
              standards such as new inventory management systems, hardware
              platforms, user interfaces and storage media. The development of
              new products and services or enhanced versions of existing
              products and services entails significant technical risks. There
              can be no assurance that the Company will be successful in
              developing and marketing product and service enhancements or that
              new products will respond to technological change or evolving
              industry standards, or that the Company will not experience
              difficulties that could delay or prevent the successful
              development, introduction, implementation and marketing of these
              products and enhancements, or that any new products and services
              and product and service enhancements the Company may introduce
              will achieve market acceptance.

         International Sales and Operations

              The Company believes that future revenues, if any, and future
              operating results will depend in part on its ability to establish
              sales in international markets. There can be no assurance that the
              Company will be able to establish international market demand for
              its products and services or hire additional qualified personnel
              who will successfully be able to market its products
              internationally. The Company's international sales may be subject
              to the general risks inherent in doing business abroad, including
              unexpected changes in regulatory requirements, tariffs and other
              trade barriers, costs and difficulties of localizing products and
              services for foreign countries, lack of acceptance of localized
              products and services in foreign countries, longer accounts
              receivable payment cycles, difficulties in managing international
              operations, potentially adverse tax consequences, restrictions on
              the repatriation of earnings, the burdens of complying with a wide
              variety of foreign laws and economic instability. There can be no
              assurance that such factors will not have a material adverse
              effect on the Company's future international revenues and,
              consequently, on its business, operating results and financial
              condition.

              Assuming the Company develops international sales, an increase in
              the value of the U.S. dollar relative to foreign currencies could
              make the Company's products more expensive, and, therefore,
              potentially less competitive in those markets. To the extent that
              the U.S. dollar strengthens against foreign currencies in
              international markets in which the Company maintains operations,
              its net assets that are denominated in such foreign currencies
              will be devalued, resulting in a foreign currency translation
              loss.


         Protection of Intellectual Property

              The Company's success may depend upon its confidential and
              proprietary intellectual property. Despite the Company's efforts
              to protect its proprietary rights, unauthorized parties may
              attempt to copy aspects of its products or obtain and use
              information that the Company regards as proprietary. In addition,
              the laws of some foreign countries do not protect Intellectual
              Property rights to as great an extent as do the laws of the United
              States. There can be no assurance that the Company's means of
              attempting to protect it's proprietary rights will be adequate or
              that its competitors will not independently develop similar or
              competitive technology.

              The Company is not aware that any of its products infringe on the
              proprietary rights of third parties. There can be no assurance,
              however, that third parties will not claim infringement by the
              Company with respect to current or future products. Defense of any
              such claims, with or without merit, could be time-consuming,
              result in costly litigation, cause product shipment and service
              delays or require the Company to enter into royalty or licensing
              agreements. Such royalty or licensing agreements, if required, may
              not be available on terms acceptable to the Company or at all,
              which could have a material adverse effect on its business,
              operating results and financial condition.

         Dependence on Licensed Technology

              The Company relies on certain technology that it licenses from
              third parties, including technology that is used to perform
              certain functions in its products and services. Any significant
              interruption in the availability of such third-party technology
              could have a material adverse impact on its sales unless and until
              the Company can replace the functionality provided by these
              technologies. In addition, the Company is to a certain extent
              dependent upon such third parties' abilities to enhance their
              current products, to develop new products on a timely and
              cost-effective basis and to respond to emerging industry standards
              and other technological changes. There can be no assurance that
              the Company would be able to replace the functionality provided by
              the third party technology currently offered in conjunction with
              its products and services in the event that such technology
              becomes obsolete or incompatible with future versions of its
              products and services or is otherwise not adequately maintained or
              updated. The absence of or any significant delay in the
              replacement of that functionality could have a material adverse
              effect on its business, operating results and financial condition.

             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, 1999, as filed with the Securities and Exchange
             Commission on June 23, 2000.


         General

             The report of the Company's independent certified public
             accountants on their audit of the Company's December 31, 1999
             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
             $1,496,836 for the nine months ended September 30, 2000, and had a
             working capital deficiency and a stockholders' deficiency of
             $643,678 and $642,516, respectively, at September 30, 2000. 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.

             As of September 30, 2000, the Company had cash of $1,109 and a
             working capital deficiency of $643,678.

             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 (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 profitable operations or acquiring
             additional capital or that such capital, if available, will be on
             terms and conditions acceptable to the Company.

                                       18
<PAGE>

             In 1999, the Company acquired the assets of NetDisc, Inc.
             ("NetDisc") for the purpose of pursuing Internet advertising
             opportunities, although to date, the Company has generated no
             revenues from such activities. In connection with the completion of
             the transaction with Triad the Company has ceased pursuing Net
             Disc's operations. In addition, during 1999, the Company entered
             into a preliminary letter of intent (the "Preliminary LOI") to
             acquire all of the assets and assume certain liabilities of the
             entity formerly known as Red Ant Entertainment ("Red Ant"). In
             accordance with the terms of the Preliminary LOI both the Company
             and the seller each loaned $75,000 to MCCC Acquisition, LLC
             ("MCCC") the owner of the assets and such funds were simultaneously
             advanced to Management West International, Inc. ("Management West")
             which is the entity that was managing the assets until completion
             of the acquisition by the Company. In addition, through September
             30, 2000, the Company advanced $379,544 to Management West to cover
             a portion of their operating expenses.

             Pursuant to the terms of the Preliminary LOI, the purchase price
             was to be comprised of $300,000 of cash, 300,000 shares of
             restricted common stock of the Company, a three year warrant to
             purchase 100,000 shares of common stock of the Company at an
             exercise price of $3.00 per share, plus the liabilities assumed.
             The Company's $75,000 loan to MCCC was to be forgiven. All
             operating advances made by the Company through the date of closing
             of the purchase were to be considered as part of the purchase price
             for financial reporting purposes, accordingly, such advances were
             capitalized as advances toward pending acquisition in the
             accompanying financial statements. During the nine months ended
             September 30, 2000, the Board of Directors of the Company
             determined that completion of the acquisition would not be in the
             best interests of the Company. Accordingly, the $454,444 balance of
             advances toward pending acquisition was charged to operations
             during the quarter ended September 30, 2000.

             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 common stock resumed trading on the OTC Bulletin
             Board.

             On October 13, 2000, 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 30, 2000, whereby
             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) which provides for the exclusive rights to make
             market and sell products and services using E-Mation's proprietary
             technology which integrates all aspects of the business operations
             for both wholesale distribution and retail sale of fuel. In
             November 2000, the 5,000,000 shares of Series D Preferred Stock
             were converted into 50,000,000 shares of common stock. 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 revenues will be generated. There is no significant
             operating history with respect to this asset.

             Subsequent to September 30, 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.

                                       19
<PAGE>

             In connection with the closing of the Triad transaction, Mr. Adler
             placed approximately 1,260,000 shares of the Company's common
             stock, owned by him, into an escrow account. The purpose of the
             escrow account was to ensure the satisfaction of certain of the
             Company's pre-closing liabilities as well as any claims asserted
             against the Company for the issuance of shares of Company Common
             Stock (provided that such pre-closing liabilities or claims arise
             out of Company transactions entered into prior to October 13). As
             of such date, approximately $640,000 of such liabilities remained
             outstanding. On October 25, 2000, the Company used all the proceeds
             of a $340,000 loan from Triad to satisfy a portion of such
             liabilities and, pursuant to the terms of the escrow agreement with
             Mr. Adler, received 340,000 shares of the Company's common stock
             for cancellation. Mr. Adler has the right to use any of these
             shares held in escrow to settle creditors claims at any time prior
             to the Company settling such claims. In addition, prior to the
             Company selling Mr. Adler's shares to a third party or using Mr.
             Adler's shares to settle claims; Mr. Adler has forty eight hours to
             purchase such shares on the same terms and conditions as such third
             party sale, except for the $340,000 of claims that have been
             settled. As of November 15, 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.

         Results of Operations

             For the nine months ended September 30, 2000 and 1999 the Company
             generated no revenues, and incurred net losses of $1,496,836 and
             $1,093,487, respectively.

             Operating expenses for the nine months ended September 30, 2000 and
             1999 aggregated $1,606,567 and $1,106,387, respectively and were
             comprised as follows:

                                                            2000          1999
                                                            ----          ----

             Salaries and wages including related taxes  $ 450,219     $ 431,455
             Legal and professional                        173,951        99,084
             Marketing and promotion                        13,573       132,054
             Travel                                         65,858       102,287
             Consulting fees                               196,466       189,215
             Rent                                           57,776        29,533
             Office expense                                 35,129        32,888
             Depreciation and amortization                  21,204         3,150
             Other general and administrative              137,947        86,721
             Write-off of advances toward pending
                 acquisition                               454,444             -
                                                        -----------  -----------
             Total                                     $ 1,606,567   $ 1,106,387
                                                         =========    ==========


             Salaries and wages including related taxes increased $18,764 in the
             nine months ended September 30, 2000, as a result of employment of
             five executive officers, as well as employment of administrative
             and support staff, some of which were not employed by the Company
             during the full nine months ended September 30, 1999.

                                       20
<PAGE>

             Legal and professional fees increased $74,867 in 2000 when compared
             to 1999, primarily as a result of expenses associated with the
             engagement of outside professionals to assist the Company in
             preparing its financial statements, as well as additional legal
             fees associated with the proposed acquisition, and other general
             corporate matters.

             The $132,054 of marketing and promotion costs in 1999, relates to
             the initial marketing launch of the Company's NetDisc products,
             including the cost of producing the CD Rom discs. The $13,573 of
             marketing and promotion costs in 2000 relates to continued efforts
             to market the NetDisc products. In connection with the completion
             of the transaction with Triad the Company has ceased Net Disc's
             operations.

             Travel expense decreased by $36,429 in 2000 as a result of a
             decrease in travel costs associated with the raising of capital, as
             well as the pursuit of potential acquisitions and the cost
             associated with the initial marketing and promotion of the NetDisc
             CD Rom product in 1999.

             Consulting fees of $196,466 in 2000 consist of $164,212 related to
             the proposed acquisition, $32,254 of investment banking and public
             relations expenses relating to pursuit of additional capital for
             the Company. Consulting fees of $189,215 in 1999 consist of
             $170,050 of compensation expense associated with the issuance of
             common stock to various individuals in exchange for services
             performed, as well as $19,165 of consulting fees paid in connection
             with general corporate matters.

             Rent expense in 2000 aggregated $57,776 and related to the opening
             of corporate offices in Miami, Florida and New York City in late
             1999. The $29,533 in 1999 related primarily to sub lease costs for
             temporary office space The $28,243 increase in 2000 compared to
             1999 is primarily attributable to costs associated with both the
             Miami and New York City offices for a full nine months in 2000 as
             compared to a lesser period in 1999.

             Office expenses and other general and administration expenses
             increased by $53,467 as a result of the opening of corporate
             offices in Miami, Florida and New York City and the overall
             increase in administrative activity in 2000 as compared to 1999,
             including settlement costs in connection with liabilities settled
             during the nine months ended September 30, 2000.

             Depreciation and amortization aggregated $21,204 in 2000, a
             significant increase over the $3,150 in 1999 due to the acquisition
             of a total of approximately $27,000 of furniture and equipment in
             the forth quarter of the year ended December 31, 1999, and $10,101
             of assets purchased during the nine months ended September 30,
             2000, as well as the amortization of the excess of costs over the
             fair value of net assets acquired associated with NetDisc and the
             amortization of deferred consulting fees incurred in late 1999 and
             the nine months ended September 30, 2000.

             Gain on settlement of payables and other income increased by
             $118,640 in the nine months ended September 30, 2000, as compared
             with the nine months ended September 30, 1999. The $131,540 for the
             nine months ended September 30, 2000, consists of gains from
             settlement of payables for less than their carrying value. The
             $12,900 of other income for the nine months ended September 30,
             1999, consists of the collection of an account receivable, which
             was written off in a prior period.

                                       21
<PAGE>

             Interest expense in 2000 aggregated $21,809 resulting from $275,000
             of borrowings during the fourth quarter of 1999. There were no
             borrowings during the nine months ended September 30, 2000.

             During the nine months ended September 30, 2000, the Board of
             Directors of the Company determined that completion of the proposed
             acquisition of the entity formerly known as Red Ant Entertainment
             would not be in the best interests of the Company. Accordingly, the
             $454,444 balance of advances toward the proposed acquisition, were
             charged to operations during the nine months ended September 30,
             2000.

         Liquidity and Capital Resources

             For the nine months ended September 30, 2000 and 1999, net cash
             used in operating activities was $565,835 and $608,921,
             respectively. The decrease of $43,086 was primarily attributable to
             a higher level of non-cash charges incurred in the nine months
             ended September 30, 2000, as compared to the nine months ended
             September 30, 1999.

             Net cash used in investing activities for the nine months ended
             September 30, 2000 was $309,053, which was attributable to $298,952
             of advances in connection with the proposed acquisition along with
             an aggregate $10,101 relating to payments for furniture and
             equipment. In 1999, net cash used in investing activities of
             $26,698, was attributable to payments for furniture and equipment.

             Net cash provided by financing activities for the nine months ended
             September 30, 2000 was $774,162 which was comprised of an aggregate
             of $250,000 relating to the sale of common stock in private
             placements and $442,210 of loans from officers and stockholders.
             During the nine months ended September 30, 2000, the Company made
             principal payments of $20,000 on outstanding loans payable and
             repaid $98,048 of advances to officers and stockholders. Net cash
             provided by financing activities for 1999 was $634,955, which was
             primarily attributable to proceeds received from 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 September 30, 2000, the Company had cash of $1,109 and a
             working capital deficiency of $643,678.

             Subsequent to September 30, 2000, Triad has advanced a total of
             $1,030,865 to the Company, $340,000 of which was used to pay
             outstanding liabilities as of September 30, 2000, and $743,065 of
             which was used for current working capital purposes.

             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 Triad or
             obtain capital from outside sources. The Company may raise capital
             from other sources, including secured or unsecured borrowings from
             financial institutions and other lenders or the private or public
             sale of debt or equity securities.

                                       22
<PAGE>


PART  II OTHER INFORMATION
--------------------------

         ITEM  1. LEGAL PROCEEDINGS

             In December, 1998 the Company filed a Complaint in the Circuit
             Court of the Fifteenth Judicial Circuit in and for Palm Beach
             County, Florida entitled Shulman & Associates, Inc., Manny J.
             Shulman, Franklyn B. Weichselbaum, Mitchell Rubinson and Regenesis
             Holdings, Inc. v. Elizabeth Shwiff, Fincross, Ltd., Elpoint
             Corporation, Elpoint Co., L.L.C., Russian Securities Co., Gennady
             Yakovlev, Oleg Pavlioutchouk and Maxim Shishlyannikov, Case No. CL
             98-11409 AD, for defamation and liable in connection with certain
             information released about the Company. On August 21, 2000,
             Regenesis dismissed the action without prejudice as to all
             defendants.

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

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

             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.

             As of September 30, 2000, the Company was not a party to any
             pending litigation.

         ITEM  2. CHANGES IN SECURITIES

             On January 5, 2000, the Company granted options to three officers
             to purchase an aggregate of 800,000 shares of common stock at an
             exercise price of $0.25 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
             thereunder. Pursuant to the terms of the letter agreements with the
             individuals, the options were cancelled during the quarter ended
             September 30, 2000.

                                       23
<PAGE>

             On January 5, 2000, the Company issued 50,000 shares of common
             stock to Gustavo Rodriquez (Vice President of Entertainment/Music
             Development) in connection with a one year extension of his
             employment agreement. Inasmuch as the purchaser was an officer 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 thereunder. Pursuant to the terms of the
             letter agreement with this individual the 50,000 shares were
             cancelled during the quarter ended September 30, 2000.

             On January 20, 2000, the Company agreed to sell 200,000 shares of
             common stock for a purchase price of $200,000 to Edward McCabe. The
             purchaser deposited the $200,000 purchase price with the Company's
             counsel for the benefit of the Company until completion of the
             acquisition of the assets of the entity formerly known as Red Ant
             Entertainment. On June 15, 2000, counsel for the Company released
             the funds to the Company and $145,000 of such funds were advanced
             in connection with the proposed acquisition and $55,000 of such
             funds were utilized for general working capital purposes. The
             200,000 shares were recorded as issuable in the Company's financial
             statements as of June 15, 2000. Effective September 29, 2000,
             pursuant to the terms of an Agreement of Settlement and Release,
             the Company agreed to repay the $200,000 of cash proceeds received
             and was released from all claims of any kind that could be asserted
             by the purchaser of the shares. At September 30, 2000, the $200,000
             liability is reflected as a refund payable in the accompanying
             condensed balance sheet. The amount was paid in full on October 25,
             2000, with funds advanced to the Company by Triad. Inasmuch as the
             purchaser was an accredited investor 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 thereunder.

             On January 25, 2000, the Company issued 250,000 shares of common
             stock to Mel Adler, the father of the former Chairman of the Board
             of Directors, in connection with the purchase of the URL address
             Music 411.com. Inasmuch as the purchaser was an accredited investor
             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 thereunder.

             On January 28, 2000, the Company issued 500,000 shares of common
             stock to Les Garland in connection with the terms of his three year
             consulting agreement. Inasmuch as the purchaser was an accredited
             investor 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 thereunder. Effective
             September 29, 2000, pursuant to the terms of a settlement
             agreement, the consultant agreed to accept an aggregate of 200,000
             shares of the Company's common stock in full settlement of all of
             the Company's obligations under the terms of consulting agreement
             and such agreement was cancelled. The 200,000 shares of common
             stock to be issued will be made available from shares placed in
             escrow by certain shareholders in connection with the terms of the
             Share Sale and Contribution Agreement between the Company and
             Triad. The 500,000 shares of common stock previously issuable by
             the Company have been reflected as a reduction in common shares
             outstanding in the accompanying condensed financial statements.

                                       24
<PAGE>

             On January 28, 2000, the Company issued 500,000 shares of common
             stock to Brandon Phillips in connection with the terms of his three
             year consulting agreement. Inasmuch as the purchaser was an
             accredited investor 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
             thereunder. Effective September 29, 2000, pursuant to the terms of
             a settlement agreement, the consultant agreed to accept an
             aggregate of 200,000 shares of the Company's common stock in full
             settlement of all of the Company's obligations under the terms of
             the consulting agreement and such agreement was cancelled. The
             200,000 shares of common stock to be issued will be made available
             from shares placed in escrow by certain shareholders in connection
             with the terms of the Share Sale and Contribution Agreement between
             the Company and Triad. The 500,000 shares of common stock
             previously issuable by the Company have been reflected as a
             reduction in common shares outstanding in the accompanying
             condensed financial statements.

             On January 28, 2000, the Company issued 50,000 shares of common
             stock to Edwin Ruh in connection with the terms of his three year
             consulting agreement. Inasmuch as the purchaser was an accredited
             investor 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 thereunder.

             On January 31, 2000, the Company consummated the sale of 50,000
             shares of its common stock for a purchase price of $100,000, or
             $2.00 per share, to an institutional investor. Inasmuch as the
             purchaser was an accredited investor 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 thereunder.

             On March 2, 2000, the Company consummated the sale of 50,000 shares
             of its common stock for a purchase price of $150,000, or $3.00 per
             share, to an institutional investor. Inasmuch as the purchaser was
             an accredited investor 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
             thereunder.

             On March 7, 2000, the Company issued three Common Stock Purchase
             Warrants to The Equity Group, Inc., in connection with their three
             year consulting agreement. The warrants entitled the purchaser to
             purchase an aggregate of 216,000 shares of the Company's common
             stock, 72,000 shares at an exercise price of $2.50 per share;
             72,000 shares at an exercise price of $5.00 per share and 72,000
             shares at an exercise price of $7.50 per share. Warrants for 72,000
             shares are exercisable immediately; warrants for 72,000 shares are
             exercisable in one year and warrants for 72,000 shares are
             exercisable in two years. Inasmuch as the purchaser was an
             accredited investor 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
             thereunder.

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

             In connection with the completion of the transaction with Triad and
             the cancellation of various agreements with former officers,
             employees, consultants and shareholders, the Company cancelled a
             total of 2,037,482 shares of previously issued or issuable common
             stock, including 1,300,000 shares relating to the issuances
             described above.

                                       25
<PAGE>

         ITEM  3. DEFAULTS UPON SENIOR SECURITITES

                                    None

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

                                    None

         ITEM  5. OTHER INFORMATION

                                    None

         ITEM  6. EXHIBITS AND REPORTS ON 8-K

(a.)     Index to Exhibits

                  Exhibits Description of Documents

                  3.7      Articles of Amendement to the Articles of
                           Incorporation of Regenesis Holdings, Inc.

                  3.8      Articles of Amendement to the Articles of
                           Incorporation of Fuelnation Inc. (formerly Regenesis
                           Holdings, Inc.)

                  10.19    Share Sale and Contribution Agreement, dated as of
                           September 14, 2000, and related side letter thereto,
                           by and among Regenesis Holdings, Inc., Russell Adler
                           for Himself and his Nominees, and Triad Petroleum
                           LLC, incorporated by this reference to Exhibit 10.19
                           to the Company's 10-QSB for the period ended June 30,
                           2000, filed with the Securities and Exchange
                           Commission on September 22, 2000.

                  27       Financial Data Schedule

(b.)     Reports on Form 8-K.

                  (i)      On August 28, 2000, the Company reported the
                           termination of two consulting agreements, the
                           resignation of two Officers and Directors of the
                           Board and the appointment of two new members to the
                           Board of Directors.

                  (ii)     On October 13, 2000, the Company reported changes in
                           control pursuant to a Share Sale and Contribution
                           Agreement dated as of September 30, 2000, among Triad
                           Petroleum LLC and Russell Adler.

                                       26
<PAGE>

                                   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:   November 20, 2000              By:   /s/   Christopher Salmonson
        -----------------                  -------------------------------
                                           Christopher Salmonson
                                           Chairman of the Board
                                           Chief Executive Officer and President
                                           (Principal Executive Officer)



DATE:   November 20, 2000              By:   /s/   Joel Brownstein
        -----------------                  ---------------------------------
                                           Joel Brownstein
                                           Chief Financial Officer
                                               (Principal Financial Officer)


                                       27