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



                                  FORM 10-QSBA

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



                  For the quarterly period ended June 30, 2001

                         Commission file number 1-12350



                                 FuelNation Inc.
                                 ---------------
                 (Name of Small Business Issuer in its Charter)



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





     1700 North Dixie Highway, Suite 125, Boca Raton, Florida      33432
     --------------------------------------------------------------------
              (Address of Principal Executive Offices)         (Zip Code)



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





                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of Class)



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

The number of shares  outstanding of the issuer's  common stock,  par value $.01
per share as of October 30, 2001 was 178,987,572.






<PAGE>






                                TABLE OF CONTENTS


      Condensed Balance Sheets at June 30, 2001                              2
      Condensed Statements of Operations for the
         Six and Three Months ended June 30, 2001                        3 - 4
      Condensed  Statement of Changes in  Stockholders' Equity
         (Deficit) for Six Months ended                                      5
      June 30, 2001
      Condensed Statements of Cash Flows for the
         Six and Three Months ended June 30, 2001                        6 - 9
      Notes to Condensed Financial Statements                          10 - 13
      Item 2. Management Discussion and Analysis                       14 - 15
      Part II. Other Information                                            16
      Signatures                                                            17


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

Item 1.  Financial Statements

As used herein,  the term "Company"  refers to FuelNation Inc. and  predecessors
(the Company was formerly named as Regenesis  Holdings,  Inc.) unless  otherwise
indicated. Unaudited, condensed interim financial statements including a balance
sheet for the Company as of the quarter  ended June 30, 2001 and  statements  of
operations,  and  statements of cash flows for the interim period up to the date
of  such  balance  sheet  are  attached  hereto  as  Pages 2  through  9 and are
incorporated herein by this reference.

                                       1
<PAGE>



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

                                     ASSETS
                                     ------
CURRENT ASSETS:
   Cash                                                       $       332
   Receivables - Other                                             14,589
   Due from Escrow Accounts                                       415,167
   Inventory                                                      560,340
   Due from Officers and Stockholders                             121,170
   Prepaid Expense                                                 39,315
                                                              -----------
Total Current Assets                                            1,150,913
                                                              -----------

FIXED ASSETS:
   Office Equipment and Computer Systems, net of
     accumulated depreciation of $46,552 in 2001                  195,376
                                                              -----------
OTHER ASSETS:
   Investments                                                    404,131
   Technology                                                   2,269,017
   Goodwill                                                       797,441
                                                              -----------
Total Other Assets                                            $ 3,470,589
                                                              -----------
Total  Assets                                                 $ 4,816,878
                                                              ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
CURRENT LIABILITIES:
   Accounts payable                                           $   720,332
   Accrued Liabilities                                            503,452
   Payroll and Taxes Payable                                      153,762
                                                              -----------
Total Current Liabilities                                       1,377,546
                                                              -----------
STOCKHOLDERS' EQUITY:
   Preferred Stock, $.01 par value, 20,000,000 shares
      authorized; none issued and outstanding                           -
   Common Stock, $.01 par value, 350,000,000 shares
      authorized; 162,166,027 issued and outstanding
      at June 30, 2001                                          1,621,661
   Additional paid-in capital                                   4,503,180
   (Deficit) Accumulated in the Development Stage              (2,685,509)
                                                              -----------
Total Stockholders' Equity                                      3,439,332
                                                              -----------
Total Liabilities and Stockholders' Equity                    $ 4,816,878
                                                              ===========

                             See Accompanying Notes

                                       2
<PAGE>

<TABLE>

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

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

Operating expenses:
   Salaries and wages including related taxes         207,935         -            207,935
   Consulting fees                                    266,300         -            266,300
   Legal and professional                             123,961         -            123,961
   Travel                                               5,842         -              5,842
   Rent                                                12,826         -             12,826
   Office expense                                      18,485         -             18,485
   Depreciation and amortization                       75,560         -             75,560
   Marketing and promotion                            110,817         -            110,817
   Other general and administrative expenses           64,087         -             64,087
   Cost of common stock options and warrants          526,686         -            526,686
   Research and development costs                           -    10,000             10,000
                                                  -----------  --------    ---------------
Total operating expenses                            1,412,499    10,000          1,422,499
                                                  -----------  --------    ---------------

Operating Loss                                     (1,412,499)  (10,000)        (1,422,499)

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

Net Loss                                          $(1,414,056) $(10,000)   $    (1,424,056)
                                                  ===========  ========    ===============

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

Basic and Diluted Weighted Average Common

Shares Outstanding                                156,329,710         -
                                                  ===========  ========
</TABLE>

                             See Accompanying Notes

                                       3
<PAGE>

<TABLE>

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

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

Operating expenses:
   Salaries and wages including related taxes       115,099          -           115,099
   Consulting fees                                  191,300          -           191,300
   Legal and professional                           (11,356)         -           (11,356)
   Travel                                             2,938          -             2,938
   Rent                                               6,413          -             6,413
   Office expense                                     9,509          -             9,509
   Depreciation and amortization                     37,780          -            37,780
   Marketing and promotion                           68,937          -            68,937
   Other general and administrative expenses         51,818          -            51,818
   Cost of common stock options and warrants        451,686          -           451,686
                                                -----------  ---------   ---------------
Total operating expenses                            924,124          -           924,124
                                                -----------  ---------   ---------------
Operating Loss                                     (924,124)         -          (924,124)

Other Income (Expense):
   Interest expense                                    (248)         -              (248)
                                                -----------  ---------   ---------------
Total other (expense), net                             (248)         -              (248)
                                                -----------  ---------   ---------------
Net Loss                                        $  (924,372) $       -   $      (924,372)
                                                ===========  =========   ===============

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

Basic and Diluted Weighted Average Common
Shares Outstanding                              156,399,689          -
                                                ===========  =========
</TABLE>

                             See Accompanying Notes\

                                       4

<PAGE>

<TABLE>

                                 FUELNATION INC.
                          (A Development Stage Company)
                       (Formerly Regenesis Holdings, Inc)
       CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

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

<CAPTION>
                                                                                                       (Deficit)
                                              Preferred Stock        Common Stock       Additional   Accumulated in
                                              ---------------  -----------------------   Paid-In     the Development
                                              Shares   Amount     Shares      Amount     Capital          Stage         Total
                                              ------   ------  -----------  ----------  ----------  ----------------  ----------
<S>                                           <C>      <C>     <C>          <C>         <C>         <C>               <C>
Balances, December 31, 2000                        -   $    -  154,919,647  $1,549,197  $2,069,542  $     (1,271,453) $2,347,286

Issuance of common shares in private
   placement transactions                          -        -       38,460         385      24,615                        25,000
Issuance of common shares in private
   placement transactions                          -        -      101,500       1,015     100,485                       101,500
Issuance of stock options                          -        -            -           -      75,000                        75,000
Net Loss                                           -        -            -           -           -          (489,684)   (489,684)
                                              ------   ------  -----------  ----------  ----------  ----------------  ----------
Balance March 31, 2001                             -        -  155,059,607   1,550,597   2,269,642        (1,761,137)  2,059,102

Issuance of common stock in satisfaction of
   liabilities and payment of
   professional expenses                                         2,405,550      24,056     156,361                       180,416
Issuance of common stock for payment of
   technology and consulting costs                               4,426,255      44,263   1,348,237                     1,392,500
Cancellation of shares issued in private
   placement transaction                                           (15,385)       (154)     (9,846)                      (10,000)
Issuance of common stock to acquire
   assignment of contract                                          290,000       2,900     287,100                       290,000
Issuance of stock options  to officers and
   employees pursuant to their
   employment agreements                                                                   451,686                 -     451,686
Net (Loss)                                                               -           -                      (924,372)   (924,372)
                                              ------   ------  -----------  ----------  ----------  ----------------  ----------
Balance June 30, 2001                              -   $    -  162,166,027  $1,621,661  $4,503,180  $     (2,685,509) $3,439,332
                                              ======   ======  ===========  ==========  ==========  ================  ==========
</TABLE>

                             See Accompanying Notes

                                       5

<PAGE>

<TABLE>

                                 FUELNATION INC.
                          (A Development Stage Company)
                       (Formerly Renenesis Holdings, Inc.)
                        CONDENSED STATEMENT OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (Unaudited)

<CAPTION>
                                                                                         Accumualted in
                                                                                         the Development
                                                                     2001       2000          Stage
                                                                 -----------  ---------  ---------------
<S>                                                              <C>          <C>        <C>
Cash Flows from Operating Activities:
   Net loss                                                      $(1,414,056) $ (10,000) $    (1,424,056)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
         Depreciation and amortization                                75,560                      75,560
         Payments for Reasearch and development costs                            10,000           10,000
         Issuance of common stock, options and warrants              526,686                     526,686
         Expenses paid by issuance of common stock
            for professional services                                180,416                     180,416
         Changes in operating assets and liabilities:
            Decrease in Current Assets                                    97                          97
            (Increase) in Other Assets                               (18,474)                    (18,474)
            Increase in Accounts payable, accrued expenses, and
               other current liabilities                             477,874          -          477,874
                                                                 -----------  ---------  ---------------
                  Net cash used in operating activities             (171,897)         -  $      (171,897)
                                                                 -----------  ---------  ---------------
Cash Flows from Investing Activities:
   Purchase of equipment                                              (9,173)                     (9,173)
                                                                 -----------  ---------  ---------------
                  Net cash used in investing activities               (9,173)         -           (9,173)
                                                                 -----------  ---------  ---------------

Cash Flows from Financing Activities:
   Net proceeds from issuance of common stock                        126,500                     126,500
   Cancellation of shares issuance of common stock                   (10,000)                    (10,000)
   Proceeds of loans from officers and stockholders                   51,704                      51,704
   Repayment of loans to officers and stockholders                         -          -                -
                                                                 -----------  ---------  ---------------
                  Net cash provided by financing activities          168,204          -          168,204
                                                                 -----------  ---------  ---------------
Net Decrease in Cash                                                 (12,866)         -          (12,866)

Cash, Beginning of Period                                             13,198          -           13,198
                                                                 -----------  ---------  ---------------
Cash, End of Period                                              $       332  $       -  $           332
                                                                 ===========  =========  ===============
Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for interest:                     $     1,557  $       -  $         1,557
                                                                 ===========  =========  ===============

</TABLE>

                             See Accompanying Notes

                                       6


<PAGE>

<TABLE>

                                 FUELNATION INC.
                          (A Development Stage Company)
                       (Formerly Regenesis Holidngs, Inc.)
                       CONDENSED STATEMENTS OF CASH FLOWS
                  FOR THREE MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (Unaudited)
<CAPTION>
                                                                                        Accumulative in
                                                                                        the Development
                                                                     2001       2000         Stage
                                                                  ---------   --------  ---------------
<S>                                                               <C>         <C>       <C>
Cash Flows from Operating Activities:
   Net loss                                                       $(924,372)  $      -  $      (924,372)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
         Depreciation and amortization                               37,780                      37,780
         Issuance of common stock, options and warrants             451,686                     451,686
         Expenses paid by issuance of common stock
           for professional services                                180,416                     180,416
         Changes in operating assets and liabilities:
            Decrease in Current Assets                               57,195                      57,195
            Decrease in Other Assets                                108,127                     108,127
            Increase in Accounts payable, accrued expenses, and
               other current liabilities                             23,298          -           23,298
                                                                  ---------   --------  ---------------
                  Net cash used in operating activities             (65,870)         -  $       (65,870)
                                                                  ---------   --------  ---------------
Cash Flows from Investing Activities:
   Purchase of equipment                                             (5,713)         -           (5,713)
                                                                  ---------   --------  ---------------
                  Net cash used in investing activities              (5,713)         -           (5,713)
                                                                  ---------   --------  ---------------
Cash Flows from Financing Activities:
   Cancellation of shares issuance of common stock                  (10,000)                    (10,000)
   Proceeds of loans from officers and stockholders                  66,318                      66,318
                                                                  ---------   --------  ---------------
                  Net cash provided by financing activities          56,318          -           56,318
                                                                  ---------   --------  ---------------
Net Decrease in Cash                                                (15,265)         -          (15,265)

Cash, Beginning of Period                                            15,597          -           15,597
                                                                  ---------   --------  ---------------
Cash, End of Period                                               $     332   $      -  $           332
                                                                  =========   ========  ===============

Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for interest:                      $     249          -  $           249
                                                                  =========   ========  ===============
</TABLE>

                             See Accompanying Notes

                                        7


<PAGE>


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

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

Supplemental Schedule of Non Cash Investing and Financing Activities:
   Six Months Ended June 30, 2001:

Issuance of 4,426,255 common shares for technology and consulting costs, valued
     at $1,392,500.

Issuance of 290,000 common shares to acquire assignment of contract, valued at
     $290,000.

Issuance of options to purchase 29,012,388 shares of common stock in connection
      with employment agreements of officers, directors and employees, valued at
      $451,686.

Issuance of options to purchase 1,500,000 shares of common stock in connection
      with consulting fees, valued at $75,000.

                             See Accompanying Notes

                                       8
<PAGE>


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

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

Supplemental Schedule of Non Cash Investing and Financing Activities:
   Three Months Ended June 30, 2001:

Issuance of 4,426,255 common shares for technology and consulting costs, valued
     at $1,392,500.

Issuance of 290,000 common shares to acquire assignment of contract, valued at
     $290,000.

Issuance of options to purchase 29,012,388 shares of common stock in connection
      with employment agreements of officers, directors and employees, valued at
      $451,686.



                             See Accompanying Notes

                                       9
<PAGE>


                                FUEL Nation Inc.
                          (A Development Stage Company)
                       (Formerly Regenesis Holdings, Inc.)
                     Notes to Condensed Financial Statements
                                  June 30, 2001
                                   (Unaudited)

Note 1. Basis of Presentation

     The interim consolidated  financial statements at June 30, 2001 and for the
     six month periods ended June 30, 2001 and 2000 are  Unaudited,  but include
     all  adjustments  which  the  management  considers  necessary  for a  fair
     presentation.

     The  accompanying  Unaudited  condensed  financial  statements  are for the
     interim  periods and do not include all  disclosures  normally  provided in
     annual  financial  statements,  and should be read in conjunction  with the
     Company's   Form  10-KSB  for  the  year  ended   December  31,  2000.  The
     accompanying  Unaudited interim condensed financial  statements for the six
     month periods ended June 30, 2001 and 2000 are not  necessarily  indicative
     of the results which can be expected for the entire year.

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles in the United  States of America  requires
     management  to make  estimates  and  assumptions  that affect the  reported
     accounts of assets and liabilities at the date of the financial  statements
     and the  reported  amounts of revenues and  expenses  during the  reporting
     period. Actual results could differ from those estimates.

Note 2. Technology Costs and Rights

     The Company purchased the following on October 13, 2000.

     Working model of computer designed proprietary software "R2R"   $  536,298

     This acquisition is reported on the purchase method of accounting.

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

     Additional costs incurred from October 13, 2000
     To December 31, 2000 are                                            95,133
                                                                     ----------
     Total as of December 31, 2000                                      631,431

     Additional costs incurred from January 1, 2001 to June 30, 2001  1,700,729

     Total as of June 30, 2001                                        2,332,160

     Less: Accumulated Amortization                                     (63,143)
                                                                     ----------
     Net Technology Costs and Rights as of June 30, 2001             $2,269,017
                                                                     ----------

     On June 29, 2001 the Company  issued  4,426,255  shares of common stock for
     consulting  and technology  costs.  These services are valued at $1,392,500
     and this amount is included on the balance  sheet as Technology at June 30,
     2001.  The common shares were issued  pursuant to a Securities and Exchange
     Commission Form S-8 registration filed on June 14, 2001.

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

     Management has elected to amortize the Technology  Costs and Rights over 10
     years once it is put into service.

                                       10
<PAGE>
                                FUEL Nation Inc.
                          (A Development Stage Company)
                       (Formerly Regenesis Holdings, Inc.)
                     Notes to Condensed Financial Statements
                                  June 30, 2001
                                   (Unaudited)


Note 3. Goodwill

     Goodwill is the cost  associated  in  acquiring  the  predecessor  company,
     Regenesis   Holdings,   Inc.  (now   FuelNation   Inc.),  a  publicly  held
     corporation.  The company paid the amount of $1,126,664  for  goodwill,  of
     which $828,509 is to obtain the  controlling  interest of 96 % ownership in
     FuelNation, Inc. These costs include the combined amount of the predecessor
     company  debts the Company  assumed and paid off, or yet to pay off, or yet
     to p[ay off or to settle,  plus the cost of  outstanding  stock options and
     warrants granted before the merger of $ 23,300.  The remaining  $298,155 of
     the$1,126,664  was  not  capitalized  as  goodwill,  but is  reported  as a
     negative equity.  The Company  amortizes  goodwill over a useful life of 20
     years.

       Total cost of goodwill                                        $828,509
       Less: accumulated amortization                                 (31,068)
                                                                     --------
       Net goodwill as of June 30, 2001                              $797,441
                                                                     --------
Note 4.  Income Taxes

     Under U.S.  federal  law,  certain  changes in ownership of the Company may
     cause a limitation on future utilization of net loss carryforwards. All net
     operating loss carryforwards prior to October 13, 2000 were lost because of
     the  significant  change in ownership  at October 13, 2000.  As of June 30,
     2001,  the Company has  estimated  net operating  loss  carryforwards  from
     October 13, 2000 to June 30, 2001 of approximately  $2,695,500 available to
     offset future taxable income. The net operating loss carryforward begins to
     expire in year 2015.

     The deferred income tax asset of $808,650 (30% x $2,695,500) has been fully
     offset by a valuation  allowance  of like amount.  Therefore,  the deferred
     income tax benefit is netted to $0 and is not reflected in these  financial
     statements.

     There were no payments  made for income taxes in the six months ending June
     30, 2001.

Note 5.  Stockholders' Equity

     Issuance of Common Stock

     In first quarter 2001 139,960 shares were issued pursuant to a Registration
     D Offering in a private  placement  transaction.The  offering price was for
     $2.00 Per Share.

     In first quarter 2001 an option to purchase  1,500,000 shares of stock were
     granted for consulting fees valued at $75,000.

     In April  2001 the  Company  considered  and  approved  to issue Joel Brown
     stein,  former  officer and Board of Director,  2,225,000  shares of common
     shares of stock valued at $168,750.  This is in consideration  for the past
     efforts he has done for and in behalf of the Company.

     On or about February 2001, the Company accepted assignment of a contract to
     purchase a retail gas and service station  located in Hallandale,  Florida,
     along with all of the personal property,  fixtures and equipment located at
     the  premises,  owned  in part  by  Triad  along  with  parker  Enterprises
     Sheridan,  LLC, and James Parker,  individually,  in consideration  for the
     issuance of a total of 290,000 shares of common stock of the Company. These
     shares were issued June 20,2001 and valued at $290,000.

     On June 29, 2001 the Company  issued  4,426,255  shares of common stock for
     consulting  and technology  costs.  These services are valued at $1,392,500
     and this amount is included on the balance  sheet as Technology at June 30,
     2001.  The common shares were issued  pursuant to a Securities and Exchange
     Commission Form S-8 registration filed on June 14, 2001.

                                       11

<PAGE>

                                FUEL Nation Inc.
                          (A Development Stage Company)
                       (Formerly Regenesis Holdings, Inc.)
                     Notes to Condensed Financial Statements
                                  June 30, 2001
                                   (Unaudited)

     Stock Options and Warrants

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

     In 2000 the Company  entered into a consulting  agreement with Equity Group
     to provide certain services.  These services are terminated by December 31,
     2000. The services provided certain  compensation to Equity Group.  Options
     were granted to Equity Group to purchase 216,000 shares in 3 lots of 72,000
     shares each to be  exercised  by March 7, 2005 at a price per lot of: 1 lot
     at $2.50 per share, 1 lot at $5.00 per share, and 1 lot at $7.50 per share.
     No  options  have  been  exercised.  The  options  were  recorded  at their
     estimated fair market value of $10,800.

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

     At June 30, 2001, no such options have been exercised.

     On February  10,  2001,  the  Company  granted  options to four  technology
     employees and department heads to purchase an aggregate of 1,300,000 shares
     of common  stock at an exercise  price of $0.01 per share.  Inasmuch as the
     purchasers  were  employees  of the  Company  and had  access  to  relevant
     information concerning the Company,  including financial  information,  the
     issuance of such securities was exempt from the  registration  requirements
     of the  Securities  Act pursuant to the exemption set forth in Section 4(2)
     of such Act and the rules and regulations hereunder. The options are valued
     at $16,500. At June 30, 2001, no such options have been exercised.

     On April 1, 2001 the Company granted options to three executive officers to
     purchase an aggregate of  29,012,388  shares of common stock at an exercise
     price of $0.01 per share.  Inasmuch as the purchasers  were officers of the
     Company  and had access to relevant  information  concerning  the  Company,
     including financial information, the issuance of such securities was exempt
     from the  registration  requirements  of the Securities Act pursuant to the
     exemption  set  forth  in  Section  4(2) of such  Act  and  the  rules  and
     regulations  hereunder.  The  options are valued at  $435,186.  At June 30,
     2001, no such options have been exercised.

Note 6.   Pending Underwriting & Agent's Retention Agreement

     In March 2001, the Company signed a placement agent's  retention  agreement
     with Westminster Securities Corporation,  100 Park Avenue, New York, for an
     Underwritten  Offering of up to $35,000,000  to be arranged  through one of
     its  institutional  clients.  The offering when  committed to, would have a
     term of 24 months from the date of the  Registration  Statement,  and would
     provide for monthly  draw-downs.  Warrants would be issued to the purchaser
     numbering  250,000 common shares,  in addition to other terms,  conditions,
     and Underwriter's requirements.  Once the transaction is consummated and is
     funding, the Company would compensate  Westminster  Securities  Corporation
     under  terms  and  conditions  that  are  typical  and  customary  for such
     transactions.  As of June  30,2001  the  retention  agreement  has not been
     finalized.

                                       12
<PAGE>
                                FUEL Nation Inc.
                          (A Development Stage Company)
                       (Formerly Regenesis Holdings, Inc.)
                     Notes to Condensed Financial Statements
                                  June 30, 2001
                                   (Unaudited)

Note 7.  Note Commitments and Contingencies

     In May 2000, Triad, the majority shareholder of FuelNation, entered into an
     agreement to acquire the  operating  businesses  of Wilmoth Oil Company and
     its affiliates a large Midwest fuel  distribution  company (herein referred
     to as  the  "Wilmoth  Transaction")  for a  total  price  of  approximately
     $29,000,000.  Triad  subsequently  assigned all rights to that agreement to
     the Company.  While the sellers  agreed to extend the  anticipated  closing
     until March 31, 2001,  the Company was unable to raise funds  sufficient to
     consummate  such  transaction,  and on April 7, 2001 both parties agreed to
     terminate the transaction.

Note 8.  Termination of Management

     During March, 2001 three members of the board of directors  resigned.  They
     were not replaced until April, 2001.

Note 9.  Subsequent Event

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

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


                                       13

<PAGE>


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

Forward-Looking Statements

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. The forward-looking statements contained
in this Report are subject to certain risks and  uncertainties.  Actual  results
could differ materially from current expectations.  Among the factors that could
affect the Company's actual results and could cause results to differ from those
contained in the  forward-looking  statements  contained herein is the Company's
ability to implement its business  strategy  successfully,  which will depend on
business,  financial, and other factors beyond the Company's control, including,
among  others,  prevailing  changes  in  customer  preferences.  There can be no
assurance  that the Company  will be  successful  in  implementing  its business
strategy.  Other factors could also cause actual results to vary materially from
the future results  covered in such  forward-looking  statements.  Words used in
this Report such as "expects,"  "believes,"  "estimates" and  "anticipates"  and
variations of such words and similar  expressions  are intended to identify such
forward-looking statements.

The following should be read in conjunction with the Financial Statements of the
Company and the notes thereto included  elsewhere in this report on Form 10-QSB,
as well as the  information  contained in the  Company's  Annual  Report on Form
10-KSB for the year ended  December 31, 2000, as filed with the  Securities  and
Exchange Commission on May 21, 2001.

General

The report of the Company's  independent  certified public  accountants on their
audit  of  the  Company's  December  31,  2000  financial  statements  contained
uncertainties  relating to the Company's ability to continue as a going concern.
As shown in the accompanying financial statements the Company incurred a loss of
$1,414,056  for the six months  ended June 30, 2001,  and had a working  capital
deficiency of $226,633 at June 30, 2001.  However,  total stockholder  equity is
$3,439,332.  These  factors  among  others  raise  substantial  doubt  about the
Company's  ability to continue as a going  concern  for a  reasonable  period of
time.  The  accompanying  financial  statements  do not include any  adjustments
relating to the outcome of this uncertainty.

The Company's  continuation  as a going concern is dependent upon its ability to
generate  sufficient  cash flow to meet its  obligations on a timely basis.  The
Company's  primary source of liquidity has been from the cash generated  through
the private  placement of equity and/or debt  securities  and from advances from
its officers and directors. The Company has completed the transaction with Triad
Petroleum LLC purchasing technology (see "Managements Discussion and Analyses or
Plan  of   Operations-General")   in  order  to  eventually  achieve  profitable
operations.  However,  there  can be no  assurance  that  the  Company  will  be
successful in achieving profitable operations or acquiring additional capital or
that such capital, if available,  will be on terms and conditions  acceptable to
the Company.  Additionally,  the Company is in negotiations of an acquisition of
the operations of a compatible  corporation.  In addition,  arrangements  are in
place to raise additional equity through private placements and equity financing
through an equity line of credit are moving forward towards completion.


                                       14
<PAGE>


Results of Operations

Salaries and wages  including  related  taxes were $115,099 for the three months
ended June 30, 2001 and $92,836 for the three  months  ended March  31,2001 as a
result of  employment of executive  officers and technical  staff to support the
related  technology.  Management  anticipates a further increase in Salaries and
Wages as the Company looks to position itself for global expansion.

Legal and professional fees were $123,961 for the six months ended June 30, 2001
primarily  as a result of expenses  associated  with the  engagement  of outside
professionals  to assist  the  Company  in  connection  with  preparing  private
placement  offerings.  The company  expects further costs as the Company will be
filing a  Registration  statement in  connection  with a  $35,000,000  long term
secured financing contract.

Marketing  and  promotion  costs were  $68,937 for the three  months  ended June
30,2001 and $41,880 for the three months ended March 31, 2001.  The costs relate
to the advertising of technology.  Management  anticipates  further increases in
these costs as the Company continues with its growth strategy.

Other general and administrative  expenses were $64,087 for the six months ended
June 30,2001. The major costs came from insurance, investors services, utilities
and continued expansion of overall operations.

Liquidity and Capital Resources

For the six months ended June 30, 2001 net cash used in operating activities was
$171,897 . This was primarily  attributable  due to a Net Loss for the period of
$1,414,056  and offset by a increase  in  Accounts  Payable of $ 477,874 and non
cash expense of $707,102 for issuance of common stock, options and warrants.

Net cash used in  investing  activities  for the six months ended June 30, 2001,
was $9,173 for the purchase of computer equipment.

Net cash provided by financing activities for the six months ended June 30, 2001
was  $168,204  which was  comprised  of the sale of common stock for $126,500 in
private  placements  pursuant to a Regulation  D Offering and net advances  from
officers and stockholders.

As of June 30,  2001,  the  Company  had cash of $1,557  and a  working  capital
deficiency of $226,633.

The Company's ability to meet its future  obligations in relation to the orderly
payment of its recurring  obligations on a current basis is totally dependent on
its ability to attain a profitable level of operations; receive required working
capital advances from the Company's  shareholders or obtain capital from outside
sources.


                                       15
<PAGE>


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

Item 2.  CHANGES IN SECURITIES

On February 10, 2001, the Company granted  options to four technology  employees
and  department  heads to purchase an aggregate  of  1,300,000  shares of common
stock at an exercise price of $0.01 per share.  Inasmuch as the purchasers  were
employees of the Company and had access to relevant  information  concerning the
Company,  including financial  information,  the issuance of such securities was
exempt from the registration  requirements of the Securities Act pursuant to the
exemption  set forth in Section  4(2) of such Act and the rules and  regulations
hereunder.

On April 1, 2001 the  Company  granted  options  to two  executive  officers  to
purchase an aggregate of 29,012,388  shares of common stock at an exercise price
of $0.01 per share.  Inasmuch as the purchasers were officers of the Company and
had access to relevant information  concerning the Company,  including financial
information,  the issuance of such  securities was exempt from the  registration
requirements  of the  Securities  Act  pursuant  to the  exemption  set forth in
Section 4(2) of such Act and the rules and regulations hereunder.

On April 10, 2001, the Company issued  2,225,000  shares of common stock to Joel
Brownstein,  the former Chief Financial Officer and Director, in connection with
work performed thereby over two years ago.

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

Item 3.  DEFAULTS UPON SENIOR SECURITITES

     None

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

     None

Item 5.  OTHER INFORMATION

     None

Item 6.  EXHIBITS AND REPORTS ON 8-K

(a.)     Index to Exhibits

         Exhibits      Description of Documents

         None

(b.)     Reports on Form 8-K

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

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

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


                                       16

<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:     October 30, 2001              By: /s/ Christopher Salmonson
               ----------------                 -------------------------
                                                Christopher Salmonson
                                                Chairman of the Board,
                                                Chief Executive Officer, and
                                                President
                                                (Principal Executive Officer)



     DATE:     October 30, 2001              By: /s/ James L. Wilson
               ----------------                 -------------------------
                                                James L. Wilson
                                                Chief Financial Officer,
                                                (Principal Financial Officer)



                                       17