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 March 31, 2001

                         Commission file number 1-12350



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



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





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



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





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



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

Yes [X] No [ ]


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










<PAGE>




                                TABLE OF CONTENTS


  Condensed Balance Sheets at March 31, 2001                                2

  Condensed Statements of Operations for the
     Three Months ended March 31, 2001                                      3

  Condensed Statement of Changes in Stockholders' Equity (Deficit)
     for Three Months ended March 31, 2001                                  4

  Condensed Statements of Cash Flows for the
     Three Months ended March 31, 2001                                      5

  Notes to Condensed Financial Statements                               6 - 8

  Item 2. Management Discussion and Analysis                           9 - 10

  Part II. Other Information                                               11

  Signatures                                                               12


                          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 March 31, 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 1  through  5 and are
incorporated herein by this reference.



























                                        1


<PAGE>


                                 FUELNATION INC.
                          (A Development Stage Company)
                       (Formerly Regenesis Holdings, Inc.)
                             CONDENSED BALANCE SHEET

                                 MARCH 31, 2001
                                   (Unaudited)

ASSETS
------

CURRENT ASSETS:
   Cash                                                         $       15,597
   Receivables-Other                                                    15,985
   Due from Escrow Accounts                                            435,470
   Inventory                                                           555,556
   Due from Officers and Stockholders                                  187,488
   Prepaid Expense                                                      79,595
                                                                --------------
Total Current Assets                                                 1,289,691
                                                                --------------
FIXED ASSETS:
   Office Equipment and Computer Systems, net of
      accumulated depreciation of $34,914                              201,301
                                                                --------------
OTHER ASSETS:
   Investments                                                         403,886
   Technology                                                          710,674
   Goodwill                                                            807,798
                                                                --------------
Total Other Assets                                                   1,922,358
                                                                --------------
Total  Assets                                                   $    3,413,350
                                                                ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES:
   Accounts Payable                                             $      805,601
   Accrued Liabilities                                                 382,880
   Payroll and Taxes Payable                                           165,767
                                                                --------------
Total Current Liabilities                                            1,354,248
                                                                --------------
STOCKHOLDERS' EQUITY:
   Preferred Stock, $.01 Par Value, 20,000,000 shares
     authorized, none issued and outstanding                                 -
   Common Stock, $.01 Par Value, 350,000,000 shares
     authorized, 155,059,607 issued and outstanding                  1,550,597
   Additional Paid-In Capital                                        2,269,642
   (Deficit) Accumulated in the Development Stage                   (1,761,137)
                                                                --------------
Total Stockholders' Equity                                           2,059,102
                                                                --------------
Total Liabilities and Stockholders' Equity                      $    3,413,350
                                                                ==============

                             See Accompanying Notes
                                       2


<PAGE>

<TABLE>

                                 FuelNation Inc.
                          (A Development Stage Company)
                       (Formerly Regenesis Holdings, Inc.)
                       CONDENSED STATEMENTS OF OPERATIONS

                   THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (Unaudited)
<CAPTION>
                                                                           Accumulative in
                                                                           the Development
                                                      2001        2000          Stage
                                                  -----------  ----------  ---------------
<S>                                               <C>          <C>         <C>
Revenue                                           $         -  $        -  $             -
                                                  -----------  ----------  ---------------
Operating Expenses:

   Salaries and wages including related taxes          92,836           -           92,836
   Legal and professional                             135,317           -          135,317
   Marketing and promotion                             41,880           -           41,880
   Travel                                               2,904           -            2,904
   Consulting fees                                     75,000           -           75,000
   Rent                                                 6,413           -            6,413
   Office expenses                                      8,976           -            8,976
   Depreciation and amortization                       37,780           -           37,780
   Other general and administrative expenses           87,270           -           87,270
   Research and development cost                            -      10,000           10,000
                                                  -----------  ----------  ---------------
Total Operating Expenses                              488,376      10,000          498,376
                                                  -----------  ----------  ---------------
Operating Loss                                       (488,376)    (10,000)        (498,376)
                                                  -----------  ----------  ---------------
Other Income (Expenses):
   Interest expense                                    (1,308)          -           (1,308)
                                                  -----------  ----------  ---------------
Total other income (expenses), net                     (1,308)          -           (1,308)
                                                  -----------  ----------  ---------------
Net (Loss)                                        $  (489,684)    (10,000) $      (499,684)
                                                  ===========  ==========  ===============

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

Basic and Diluted Weighted Average Common
Shares Outstanding                                154,989,627           -
                                                  ===========  ==========
</TABLE>

                             See Accompanying Notes

                                       3


<PAGE>

<TABLE>
                                 FuelNation Inc.
                          (A Development Stage Company)
                       (Formerly Regenesis Holdings, Inc.)

        CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

                        THREE MONTHS ENDED MARCH 31, 2001
                              (Unaudited)
<CAPTION>
                                                                                              (Deficit)
                                    Preferred Stock      Common Stock         Additional     Accumulated
                                    --------------- ------------------------   Paid-In    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
                                    ======  ======  ============  ==========  ==========  ==================  ==========


</TABLE>

                             See Accompanying Notes

                                       4

<PAGE>

<TABLE>

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

                       CONDENSED STATEMENTS OF CASH FLOWS

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

<CAPTION>

                                                                                             Accumulative in
                                                                                             the Development
                                                                          2001       2000          Stage
                                                                       ---------  ---------  ---------------
<S>                                                                    <C>        <C>        <C>
Cash Flows from Operating Activities:
   Net loss                                                            $(489,684) $ (10,000) $      (499,684)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
         Depreciation and amortization                                    37,780          -           37,780
         Expenses paid by issuance of common stock.                       75,000          -           75,000
         Research and development for common stock                                   10,000           10,000
         Changes in operating assets and liabilities:                                     -                -
            Increase in receivables- other                                   514          -              514
            Increase in prepaid expenses                                 (55,679)         -          (55,679)
            Increase due from stockholders & officers                    (14,614)         -          (14,614)
            Increase in inventory                                         (1,933)         -           (1,933)
            Increase in accounts payable                                 400,197          -          400,197
            Increase in accrued liabiliites                              (15,587)         -          (15,587)
            Increase in payroll & taxes payable                           39,967          -           39,967
                                                                       ---------  ---------  ---------------
              Net cash used in operating activities                      (24,039)         -          (24,039)
                                                                       ---------  ---------  ---------------
Cash Flows from Investing Activities:
            Payments for fixed assets                                     (3,460)         -           (3,460)
            Payments for technology                                      (90,602)         -          (96,602)
                                                                       ---------  ---------  ---------------
              Net cash provided by (used in) investing activities       (100,062)         -         (100,062)
                                                                       ---------  ---------  ---------------
Cash Flows from Financing Activities:
   Net proceeds from issuance of common stock                            126,500          -          126,500
                                                                       ---------  ---------  ---------------
              Net cash provided by financing activities                  126,500          -          126,500
                                                                       ---------  ---------  ---------------
Net Increase in Cash                                                       2,399          -            2,399

Cash, Beginning of year                                                   13,198          -           13,198
                                                                       ---------  ---------  ---------------
Cash, End of year                                                      $  15,597  $       -  $        15,597
                                                                       =========  =========  ===============
Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for interest                            $   1,308  $       -  $         1,308
                                                                       =========  =========  ===============
Supplemental Schedule of Non Cash Investing and Financing Activities:
Issuance of options to purchase 1,500,000 shares of common stock
   in connection with consulting fees, valued at $75,000

</TABLE>

                             See Accompanying Notes

                                       5

<PAGE>



                                 FUELNation Inc.
                          (A Development Stage Company
                       (Formerly Regenesis Holding, Inc.)
                                 March 31, 2001
                                   (Unaudited)

Note 1. Basis of Presentation

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

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

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

Note 2. Technology Costs and Rights

     The Company purchased the following on October 13, 2000.

     Working model of computer designed proprietary software "R2R"     $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 as of March 31, 2001                     117,252
                                                                       --------
     Total as of March 31, 2001                                         748,683

     Less: Accumulated Amortization                                     (38,009)
                                                                       --------
     Net Technology Costs and Rights as of March 31, 2001              $710,674
                                                                       --------

     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.

                                        6
<PAGE>



                                 FUELNation Inc.
                          (A Development Stage Company
                       (Formerly Regenesis Holding, Inc.)
                                 March 31, 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 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                                  (20,711)
                                                                      --------
       Net goodwill as of March 31, 2001                              $807,798
                                                                      --------

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 March 31,
     2001,  the Company has  estimated  net operating  loss  carryforwards  from
     October 13, 2000 to March 31, 2001 of approximately $1,761,000 available to
     offset future taxable income. The net operating loss carryforward begins to
     expire in year 2015.

     The deferred income tax asset of $528,300 (30% x $1,761,000) has been fully
     offset by a valuation  allowance  of like amount.  Therefore,  the deferred
     income tax benefit is netted to $0 and is not reflected in these  financial
     statements.

     There were no payments  made for income  taxes in the three  months  ending
     March 31, 2001.

Note 5. Stockholders' Equity

     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 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.

                                        7
<PAGE>

                                 FUELNation Inc.
                          (A Development Stage Company
                       (Formerly Regenesis Holding, Inc.)
                                 March 31, 2001
                                   (Unaudited)


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  drawdowns.  Warrants  would be issued to the purchaser
     numbering  4% of  the  commitment  amount,  in  addition  to  other  terms,
     conditions,  and  Underwriter's  requirements.   Once  the  transaction  is
     consummated  and is  funding,  the  Company  would  compensate  Westminster
     Securities  Corporation  under  terms and  conditions  that are typical and
     customary for such transactions.

Note 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.  On May 23, 2001 the Company and Wilmoth agreed
     to reopen negotiations.

Note 8. Termination of Management

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

Note 9. Subsequent Event

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

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













                                        8

<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
$489,684 for the three months  ended March 31, 2001,  and had a working  capital
deficiency of $64,557 at March 31, 2001. Total stockholder equity is $2,059,102.
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.


                                       9
<PAGE>


Results of Operations

Salaries  and wages  including  related  taxes were $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  $135,317  for the three  months  ended March
31,2001  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 $41,880 of marketing  and  promotion  costs for the three months ended March
31,2001 relate to the advertising of technology.  Management anticipates further
increases in these costs as the Company continues with its expansion plans.

Other  general and  administrative  expenses  were  $87,270 for the three months
ended March 31,2001 The major costs came from insurance,  investors services and
utilities and continued expansion of overall operations.

Liquidity and Capital Resources

For the three months ended March 31, 2001 net cash used in operating  activities
was $24,039. This was primarily attributable due to a Net Loss for the period of
$489,684 and offset by a increase in Accounts Payable of $ 400,197.

Net cash used in investing activities for the three months ended March 31, 2001,
was  $100,062  due  to  payments  made  for  the  continual  development  of the
technology.

Net cash provided by financing  activities  for the three months ended March 31,
2001 was  $126,500,  which was  comprised of the sale of common stock in private
placements pursuant to a Regulation D Offering.

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

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

                                       10

<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.



                                       11
<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)



                                       12