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


                                   Form 10-QSB

                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                      For Quarter Ended: September 30, 2001

                         Commission File Number: 1-12350



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



                                     Florida
         (State or other jurisdiction of incorporation or organization)

                                   65-0827283
                        (IRS Employer Identification No.)

                       1700 North Dixie Highway, Suite 125
                               Boca Raton, Florida
                    (Address of principal executive offices)

                                      33432
                                   (Zip Code)

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


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

The number of shares of the  registrant's  only class of common stock issued and
outstanding, as of November 16, 2001 was 179,196,266 shares.




<PAGE>



                                     PART I

ITEM 1. FINANCIAL STATEMENTS.

     Our  unaudited  financial  statements  for  the  nine  month  period  ended
September 30, 2001, are attached hereto.

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

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

Overview

     We were incorporated under the laws of the state of Florida on July 6, 1993
under the name  "International  Pizza  Corporation." We have had two other names
and  business  plans since our  incorporation,  including  QPQ  Corporation  and
Regenesis Holdings, Inc. We changed our name to the current name in October 2000
and adopted the business plan described  hereinbelow.  In  conjunction  with our
most recent name change,  in October 2000 Triad  Petroleum,  LLC  ("Triad")  and
Triad's owners as a group,  acquired 96% interest in our company pursuant to the
terms of a Share Sale and Contribution  Agreement. As part of this agreement, we
acquired an assignment of an exclusive 50 year license and distribution  rights,
providing for the exclusive right to make, market and sell products and services
using R2RSM ("Rack to Retail") proprietary technology for the fuel industry.

     As a result,  we currently are a development  stage company which  provides
real time  e-commerce  communications  and  energy  services  on a  business  to
business  basis ("B2B").  We operate  through our  subsidiaries,  affiliates and
various alliances, which

                                        2

<PAGE>



principally  are engaged in advanced  technology and services  solutions for the
petroleum marketing industry,  including oil companies,  marketers,  transports,
gas stations and convenience stores worldwide, and the development of one of the
world's most integrated  communications platforms for the petroleum industry. We
use Broadband that delivers data to remote stations at speeds  reaching  45Mbps,
satellite  technology,  global  positioning system (GPS) with real-time tracking
and  path  logging  of  delivery   vehicles.   We  have   developed   the  R2RSM
communications  technology which allows multiple point of sales,  tank monitors,
global  positioning  system,  VSAT,  wireless  PDA  devices,   Internet  phones,
automated teller machines, back office software,  price signs and numerous other
equipment  manufacturers  to integrate and  seamlessly  exchange data in an open
architectural environment.

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

Results of Operations

     Comparison  of  Results of  Operations  for the nine  month  periods  ended
September 30, 2001 and 2000

     We generated no revenues  during the nine month periods ended September 30,
2001 and 2000 and it is not  anticipated  that we will be able to  generate  any
revenues in the  foreseeable  future unless and until we begin  marketing of our
technology or otherwise acquire an existing entity which generates  revenues and
profits.  We incurred  $110,817 in marketing and promotion costs during the nine
month period ended  September  30, 2001.  We did not incur any such costs in the
comparable period in 2000.

     Selling,  general and  administrative  expenses were $1,002,170  during our
nine month period ended  September  30, 2001. We did not incur any such expenses
during the nine month period ended  September  30, 2000.  The expenses  incurred
during 2001 arose primarily from salaries and wages ($335,837), professional and
consulting  fees  ($460,307)  and  other  general  and  administrative  expenses
($206,026).

     As a result,  we incurred a net loss of $(1,804,565)  during the nine month
period ended September 30, 2001 ($0.01 per share) as compared to our net loss of
$(10,000) during the comparable period in 2000.

Plan of Operation

     As described above, our R2RSM technology is an inventory  management system
that allows multiple point of sales, tank

                                        3

<PAGE>



monitors, wireless PDA devices, Internet phones, automated teller machines, back
office  software,  price signs and numerous  other  equipment  manufacturers  to
integrate  and  seamlessly  exchange  data in an open  architecture  environment
without  installing   computer  software.   The  R2RSM  technology   includes  a
proprietary  router box connected to an existing  retail or wholesale  location,
which  automatically  collects,  integrates and  distributes the data in various
formats to the customer at a centralized location. By utilizing this technology,
the pricing, monitoring of sales, inventory status and reordering of fuel can be
done  remotely  including  through a remote  apparatus  such as a PDA.  In other
words, from a distant  location,  an R2R(sm) customer can regularly monitor fuel
sales on a real-time basis as well as change the pricing at retail fuel pumps to
reflect current market conditions. Furthermore, the system enables the automatic
reordering of fuel based upon the actual volume of sales and remaining  quantity
of fuel at the applicable pump.

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

     Recent Bahrain Installations. In November 2000, we completed the successful
installation and  demonstration of our Rack to Retail (R2RSM)  technology at The
Bahrain  National  Oil Company (in the country of Bahrain in the Persian  Gulf).
The Bahrain National Oil Company will monitor all 15 of its retail sites in real
time over the Internet.  A contract with the Bahrain  National Oil Company is in
the process of being  concluded,  although the amount of revenue  generated from
this  arrangement  is not  material.  The  cost  of the  server  in  Bahrain  is
approximately  $7,000 per month. The Bahrain  installation serves as a model for
promoting  the R2Rsm  system in the Middle East  region.  As of the date of this
Report, this matter is on hold and no further action has occurred.

     In addition, we filed for commercial registration in the country of Bahrain
and have guaranteed all of the obligations of the commercial negotiation company
in Bahrain pursuant to a written corporate guarantee.  This matter is dormant as
of the date of this Report.

Service Offering

     We employ a vertical  integration strategy to offer value-added services at
all points in the rack-to-retail  process.  Currently,  the petroleum  marketing
industry is a technological laggard

                                        4

<PAGE>



compared  to other  industries  in that it is failing to take  advantage  of the
capabilities  currently existing. For example, it is possible to receive a stock
quote anywhere in the world in a matter of seconds, but gas station owners still
have to manually  read fuel gauges to know their  current fuel supply.  Although
this is partly due to the  profitable  nature and constant  demand for petroleum
products,  there  has  not  been  any  significant  sense  of  urgency  to  make
technological  upgrades.  In addition,  the petroleum industry does not employ a
highly  skilled  work  force  which can take  full  advantage  of the  available
technological systems.

     Our proprietary system enables the industry, including petroleum companies,
jobbers and dealers, to manage their products, pricing and inventories through a
fully automated,  hands-free solution that employs the common business languages
of the Internet.  The simplicity of the system is a competitive  advantage which
will enable quick and easy  adoption.  The  Company's  system does not require a
computer at the gas station or  convenience  store,  only a  point-of-sale  cash
register, which present owners currently possess, and additional tank monitoring
probes.  FuelNation will install polling  equipment and controls for retail fuel
stations from a central  location over the Internet.  In most cases, the Company
will install tank probes and electronic  price signs at gas stations without any
out-of-pocket costs to gas station owners.

     We believe we offer  significant  advantages  to our  prospective  clients,
including:

     (a) Oil Company.  Beginning with oil companies, we will provide value-added
     services with the implementation of its system including:

             -   Invoicing
             -   Electronic Funds transfer
             -   Bills of Lading
             -   Fuel Auctions

     (b)  Terminal.  When a product  moves from an oil  company to the  terminal
     which  serves as a  receiving  and  distribution  point,  these  terminals,
     despite the volume of product  they handle,  also do not take  advantage of
     the technology  available in the marketplace  which could further  automate
     and improve  efficiencies.  We offer certain  services to fuel terminals to
     improve productivity including:

             -   Product availability
             -   Product pricing
             -   Bills of Lading

     (c) Transport.  After a product is received at a terminal, the product must
     then must find its way to an expansive

                                        5

<PAGE>



     network of trucks  which  deliver the fuel to the next point in the system.
     This  process is very complex as there are  numerous  oil  marketers  using
     different  transportation carriers who deliver to an even larger network of
     dealers.  We  facilitate  this  process  through  our unique  technological
     solution which offers:

             -   Order of entry management
             -   Bills of Lading
             -   GPS tracking
             -   Weather reports
             -   Inventory management

     (d)  Marketer.  The broker or middle  person in this system is the marketer
     who owns the fuel contracts for delivery to individual gas station dealers.
     In some  instances,  the marketer may also own or franchise  individual gas
     stations.  Nevertheless,  it is a  marketer's  responsibility  to track and
     deliver fuel to an expansive  network of dealers in a timely and  efficient
     manner.  The numerous  steps in the process can be  simplified  through the
     implementation of the our technology including:

             -   Bank reconciliation
             -   Real time reports
             -   Product pricing
             -   Product availability
             -   Environmental reports
             -   Fuel order entry
             -   Fuel management
             -   Fuel inventory reconciliation
             -   Store day close sales
             -   Fuel delivery management

     (e) Dealer.  The final value of our technology relates to the organizations
     that  can  benefit  the most  from  the  system:  individual  dealers.  The
     responsibility  to track and manage  fuel  deliveries  in order to maintain
     adequate  inventory on- hand is currently  achieved  through time consuming
     and  inefficient  manual  processes  for the most  part.  Dealers  are also
     responsible for generating a wide range of sales and environmental  reports
     in  order to  maintain  operations.  Again,  most of  these  processes  are
     currently  manual  and thus could  benefit  the most  through an  automated
     system  which would reduce labor costs and improve  operating  margins.  We
     offer such a system and an extensive  range of services  that will directly
     benefit dealers such as:

             -   Real-time reports
             -   Credit card management
             -   Product pricing
             -   Product availability

                                        6

<PAGE>



             -   Environmental reports
             -   Merchandise inventory
             -   Fuel inventory reconciliation
             -   Fuel order entry
             -   Fuel management
             -   Store day close sales
             -   Fuel delivery management
             -   Bank reconciliation
             -   Administrative/business management.

     We currently  have four program  service  offerings to gas  stations.  Each
level requires a minimum monthly requirement of 100,000 gallons. The four levels
are separated as follows:

     1. $0.0025 per gallon,  resulting in a minimum monthly fee of $250. At this
level,  we will install an Ethernet box that  connects to gas station  registers
and gas gauges that monitor pump inventories.

     2. $0.005 per gallon,  resulting  in a minimum  monthly fee of $500.  Under
this plan, customers will receive all the services under the first program, plus
fuel  dispatching   management   services  which  automates  fuel  ordering  and
dispatching.

     3. $0.0075 per gallon,  resulting in a minimum monthly fee of $750. At this
level,  we  install  Veeder-Root  gas  gauges  that  connect to the Black Box to
monitor gas inventory levels. Information collected is forwarded to our ASP site
and transformed into an inventory report summary.

     4. $0.01 per gallon, resulting in a minimum monthly fee of $1,000. For this
service,  we install an EchoStat  satellite hookup that will connect directly to
our ASP site. Sales and inventory information, along with a range of other data,
will be  transmitted  to the ASP site and  automatically  entered into an easily
readable reporting format.

Sales and Marketing

     Our sales and  marketing  efforts  are  expected  to include  two  separate
avenues,  including (i) acquisition of petroleum  marketer and wholesalers;  and
(ii) contractual  arrangements  with industry  resellers.  To date, we have held
discussions  with  nine  of  the  largest  petroleum   jobbers   concerning  our
acquisition  of the same.  These  jobbers  have  expressed  interest in both our
business  plan and our desire to  consolidate  the industry  under our corporate
banner.  Upon  acquisition,  these  jobbers will install our equipment in all of
their client  stations.  As of the date of this Report,  there is no  definitive
agreement wherein we have agreed to terms of such acquisition,  but negotiations
are  continuing.  While  no  assurances  can be  provided,  we  believe  we will
consummate the initial  acquisition before the end of the first calendar quarter
of 2002.

                                        7

<PAGE>




     The structure of these proposed  acquisitions will be issuance of a "super"
preferred stock from our company,  in exchange for all of the outstanding  stock
of the target  company.  Current  management of the  acquisition  candidate will
continue to operate the acquired subsidiary  pursuant to employment  agreements.
These  securities will be convertible  into share of our common stock at a point
in the future to be determined,  based upon the then current market price of our
common stock.  However,  we will retain the right to call the Preferred Stock in
exchange for cash prior to conversion and utilize the draw downs discussed below
under  "Liquidity  and  Capital  Resources  -  Subsequent  Event" to obtain  the
necessary capital to do so. There can be no assurances that any acquisition will
be successfully consummated on these terms or at all.

     The second aspect of our sales plan is to contract with industry resellers.
As of the date of this Report, we have contracted with two resellers,  including
Intralight,  Inc. and EchoStat.  These  entities and those other  resellers with
whom we reach  agreement with shall install our equipment in each client station
they  service.  We expect  that we will  begin  generating  revenues  from these
installations beginning in the fourth quarter of 2001.

     Each  installation  is done on a cost-free  basis,  with a minimum  monthly
obligation of 36 months.  We also offer to sell the equipment  rather than lease
the same, for a one-time cost of $1,200.

Liquidity and Capital Resources

     At  September  30,  2001,  we had  $2,040  in cash  and a  working  capital
deficiency of $465,953. For the three month period ended September 30, 2001, net
cash used in operating activities was $224,836.  This was primarily attributable
to a net loss for the  period of  $390,509  and  offset by non cash  expense  of
$50,000 for issuance of common stock, options and warrants.

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

Subsequent Event

     Our management  has recognized  that, in order to allow us to implement our
business strategy  discussed herein and in our Form 10-KSB/A for our fiscal year
ended  December  31,  2000,  as  filed  with  the  US  Securities  and  Exchange
Commission,  it will be necessary  for us to raise  additional  equity  capital.
Relevant  thereto,  in March  2001,  we  signed a  placement  agent's  retention
agreement with Westminster Securities Corporation, 100 Park Avenue, New York

                                        8

<PAGE>



("Westminster"),  for  an  underwritten  offering  of up to  $35  million  to be
arranged  through  one of its  institutional  clients.  Applicable  thereto,  in
October  2001,  we  signed  various  agreements,   including  a  stock  purchase
agreement, with Bluefire Capital, Inc. ("Bluefire"), whereby Bluefire has agreed
to execute  irrevocable  commitments  to purchase up to $25 million worth of our
common stock over the course of three years  following  the  effectiveness  of a
registration  statement  which we have agreed to file with the SEC.  Warrants to
purchase an additionally 150,000 shares of our common stock at an exercise price
of $0.1567 per warrant are also  included.  Upon  funding,  we are  obligated to
compensate  Westminster  in an amount  equal to 5% of each  draw-down,  in cash.
Westminster will also receive a 3 year warrant to purchase 100,000 shares of our
common stock at a price equal to 105% of the market price of our common stock at
Closing.

     In addition, we are currently in discussions to acquire an unaffiliated oil
company  with  significant  revenues  and assets,  which we intend to acquire in
exchange for shares of our common stock. However, as of the date of this Report,
there is no definitive agreement between us and any third party and there can be
no assurances that such an agreement will be reached in the future.

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

Trends

     We  believe  that we have  now  established  the  groundwork  necessary  to
commence  implementation  of our  business  plan,  including  arranging  for the
capital  necessary  to  accomplish  our  objectives,  as  well  as  establishing
sufficient  presence  in the  petroleum  industry.  While no  assurances  can be
provided,  we expect to begin  generating  revenues during the fourth quarter of
this fiscal year.  However,  initially we believe  that these  revenues  will be
nominal,  until  such  time  as we  consummate  the  acquisitions  of  petroleum
marketers  and  wholesalers,  which is not  expected  to occur  until  the first
quarter of 2002. If our business plan outlined  herein is successful,  we expect
to experience significant growth,  including revenues and profitability,  during
the 2002 fiscal year.

     We believe  that the key to our success in  penetration  of the gas station
marketplace  by signing up as many service  stations as possible,  as quickly as
possible. Through this approach, we will have access to individual retail sites.
We will also hope to achieve brand name recognition  through broad  partnerships
with franchised gas stations in different oil company networks.

                                        9

<PAGE>




Inflation

     Although  management  expects that our  operations  will be  influenced  by
general  economic  conditions once we commence  generating  revenues,  we do not
believe that inflation had a material effect on our results of operations during
the nine month period ended September 30, 2001.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 2. CHANGES IN SECURITIES

     In August 2001, we issued 14,380,239 shares of our common stock in favor of
Mr.  Salmonson,  which  shares were issued  pursuant to an option to acquire the
same contained in his employment agreement. The option was exercised at $.01 per
share.  The  relevant  shares  were  registered  as part of an S-8  registration
statement filed with the SEC.

     During the third quarter of 2001, we issued  2,500,000 shares of our common
stock in exchange for consulting services. These shares were valued at $125,000.
We relied upon the exemption  from  registration  provided by Section 4/2 of the
Securities Act of 1933, as amended, to issue these shares.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE

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

     NONE

ITEM 5. OTHER INFORMATION - NONE

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

     (a) Exhibits - none

     (b) Reports on Form 8-K

     We did not file any reports on Form 8-K during the nine month  period ended
September 30, 2001.


                                       10

<PAGE>


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

                                     ASSETS
                                     ------

CURRENT ASSETS:
   Cash                                                      $     2,040
   Receivables - Other                                               460
   Due from Escrow Accounts                                       20,167
   Inventory                                                     560,340
   Due from Officers and Stockholders                            265,517

   Prepaid Expense                                                 9,315
                                                             -----------
Total Current Assets                                             857,839
                                                             -----------
FIXED ASSETS:
   Office Equipment and Computer Systems, net of
     accumulated depreciation of $58,190                         183,738
                                                             -----------
OTHER ASSETS:
   Investments                                                   404,131
   Technology                                                  2,335,123

   Goodwill                                                      787,085
Total Other Assets                                             3,526,339
                                                             -----------
Total  Assets                                                $ 4,567,916
                                                             ===========
                      LIABILITIES AND STOCKHOLDER'S EQUITY
                      ------------------------------------

CURRENT LIABILITIES:
   Accounts payable                                          $   559,280
   Accrued Liabilities                                           390,574
   Payroll and Taxes Payable                                     373,938
                                                             -----------
Total Current Liabilities                                      1,323,792
                                                             -----------
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; 179,196,266 issued and outstanding
      at September 30, 2001                                    1,791,962
   Additional paid-in capital                                  4,528,180
   (Deficit) Accumulated in the Development Stage             (3,076,018)
                                                             -----------
Total Stockholders' Equity                                     3,244,124
                                                             -----------
Total Liabilities and Stockholders' Equity                   $ 4,567,916
                                                             ===========

                             See Accompanying Notes

                                       11

<PAGE>

<TABLE>

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

<CAPTION>
                                                      September 30,       Accumulative in
                                                ------------------------  the Development
                                                   2001          2000           Stage
                                                -----------  -----------  ---------------
<S>                                             <C>          <C>          <C>
Revenue                                         $         -  $         -  $             -
                                                -----------  -----------
Operating expenses:
   Salaries and wages including related taxes       335,837            -          335,837
   Consulting fees                                  316,300            -          316,300
   Legal and professional                           144,007            -          144,007
   Depreciation and amortization                    155,858            -          155,858
   Marketing and promotion                          110,817            -          110,817
   Other general and administrative expenses        206,026            -          206,026
   Cost of common stock options and warrants        526,686            -          526,686
   Research and development costs                         -       10,000           10,000
                                                -----------  -----------  ---------------
Total operating expenses                          1,795,531       10,000        1,805,531
                                                -----------  -----------  ---------------
Operating Loss                                   (1,795,531)     (10,000)      (1,805,531)

Other Income (Expense):
   Interest expense                                  (2,674)           -           (2,674)
   Forgiveness of debt                               38,640            -           38,640
   Abandonment of Investment                        (45,000)           -          (45,000)
                                                -----------  -----------  ---------------
Total other (expense), net                           (9,034)           -           (9,034)
                                                -----------  -----------  ---------------
Net Loss                                        $(1,804,565) $   (10,000) $    (1,814,565)
                                                ===========  ===========  ===============

Basic and Diluted Net Loss per Common Share     $     (0.01) $         -
                                                ===========  ===========
Basic and Diluted Weighted Average Common
Shares Outstanding                              160,172,451            -
                                                ===========  ===========
</TABLE>

                             See Accompanying Notes

                                       12

<PAGE>
<TABLE>


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



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

Operating expenses:
   Salaries and wages including related taxes        127,902            -          127,902
   Consulting fees                                    50,000            -           50,000
   Legal and professional                             20,046            -           20,046
   Depreciation and amortization                      80,298            -           80,298
   Marketing and promotion                                 -            -                -
   Other general and administrative expenses         104,786            -          104,786
   Cost of common stock options and warrants               -            -                -
                                                 -----------  -----------  ---------------
Total operating expenses                             383,032            -          383,032
                                                 -----------  -----------  ---------------
Operating Loss                                      (383,032)           -         (383,032)

Other Income (Expense):
   Interest expense                                   (1,117)           -           (1,117)
   Forgiveness of debt                                38,640            -           38,640
   Abandonment of Investment                         (45,000)           -          (45,000)
                                                 -----------  -----------  ---------------
Total other (expense), net                            (7,477)           -           (7,477)
                                                 -----------  -----------  ---------------
Net Loss                                         $  (390,509) $         -  $      (390,509)
                                                 ===========  ===========  ===============
Basic and Diluted Net Loss per Common Share      $     (0.00) $         -
                                                 ===========  ===========
Basic and Diluted Weighted Average Common
Shares Outstanding                               168,540,757            -
                                                 ===========  ===========
</TABLE>

                             See Accompanying Notes

                                       13


<PAGE>

<TABLE>

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

       CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                                   (Unaudited)

<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      24,055     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

Stock options exercised by officers pursuant
   to their employment agreements                  -       -   14,530,239     145,301           -                -     145,301
Issuance of common stock for payment
   of technology and consulting costs              -       -    2,500,000      25,000      25,000                -      50,000
Net Loss                                           -       -            -           -           -         (390,509)   (390,509)
                                              ------  ------  -----------  ----------  ----------  ---------------  ----------
Balance September 30, 2001                         -  $    -  179,196,266  $1,791,962  $4,528,180  $    (3,076,018) $3,244,124
                                              ======  ======  ===========  ==========  ==========  ===============  ==========
</TABLE>

                             See Accompanying Notes

                                       14

<PAGE>

<TABLE>

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

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (Unaudited)
<CAPTION>
                                                                                                        Accumulative in
                                                                                                        the Development
                                                                                   2001         2000          Stage
                                                                               -----------  ----------  ---------------
<S>                                                                            <C>          <C>         <C>
Cash Flows from Operating Activities:
   Net loss                                                                    $(1,804,565) $  (10,000) $    (1,814,565)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
         Depreciation and amortization                                             155,858           -          155,858
         Payments for Research and development costs                                     -      10,000           10,000
         Issuance of common stock, options and warrants                            526,686           -          526,686
         Receivable - other written off                                             14,129           -           14,129
         Abandonment of investment                                                  45,000           -           45,000
         Expenses paid by issuance of common stock for professional services       230,416           -          230,416
         Changes in operating assets and liabilities:
            Decrease in Current Assets                                               1,910           -            1,910
            Decrease in Other Assets                                                 7,639           -            7,639
            Increase in Accounts payable, accrued expenses, and
               other current liabilities                                           424,120           -          424,120
                                                                               -----------  ----------  ---------------
                  Net cash used in operating activities                           (398,807)          -  $      (398,807)
                                                                               -----------  ----------  ---------------
Cash Flows from Investing Activities:
   Purchase of equipment                                                            (9,173)          -           (9,173)
   Proceeds from Escrow - pending acquisition                                      350,000           -          350,000
   Payment for technology                                                         (432,639)          -         (432,639)
                                                                               -----------  ----------  ---------------
                  Net cash used in investing activities                            (91,812)          -          (91,812)
                                                                               -----------  ----------  ---------------
Cash Flows from Financing Activities:
   Net proceeds from issuance of common stock                                      261,801           -          261,801
   Cancellation of shares issuance of common stock                                       -           -                -
   Proceeds of loans from officers and stockholders                                362,007           -          362,007
   Repayment of loans to officers and stockholders                                (144,347)          -         (144,347)
                                                                               -----------  ----------  ---------------
                  Net cash provided by financing activities                        479,461           -          479,461
                                                                               -----------  ----------  ---------------
Net Decrease in Cash                                                               (11,158)          -          (11,158)


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

Cash, End of Period                                                            $     2,040  $        -  $         2,040
                                                                               ===========  ==========  ===============
Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for interest:                                   $     2,230  $        -  $         2,230
                                                                               ===========  ==========  ===============
Supplemental Schedule of Non Cash Investing and Financing Activities:
Issuance of 9,331,805 common shares for technology and consulting costs,
    valued at $1,622,916
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
</TABLE>

                             See Accompanying Notes

                                       15


<PAGE>


                                FUEL Nation Inc.
                          (A Development Stage Company)
                       (Formerly Regenesis Holdings, Inc.)
                               September 30, 2001
                                   (Unaudited)



Note 1.  Basis of Presentation

     The interim consolidated financial statements at September 30, 2001 and for
     the nine month periods ended September 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 nine
     month  periods  ended  September  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.  Advances - Related Parties

     During the nine months ended  Septemeber 30, 2001, the Company had made net
     advances to an officer of the Company of $92,642.  At  September  30, 2001,
     the  Company  had a balance  due from the  officer of  $265,517.  No formal
     agreement has been entered into and there are no repayment  terms or stated
     interest on the outstanding balance.

Note 3.  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                                                   95,133
                                                                     ----------
     Total as of December 31, 2000                                      631,431

     Additional costs incurred from January 1, 2001 to
     September 30, 2001                                               1,825,139
                                                                     ----------
     Total as of September 30, 2001                                   2,456,570
     Less: Accumulated Amortization                                    (121,447)
                                                                     ----------
     Net Technology Costs and Rights as of September 30, 2001        $2,335,123
                                                                     ----------

     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 September
     30,  2001.  The common  shares were issued  pursuant  to a  Securities  and
     Exchange Commission Form S-8 registration filed on June 14, 2001.

                                       16
<PAGE>


Note 3.  Technology Costs and Rights (Continued)

     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.

Note 4.  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 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                                  (41,424)
                                                                       --------
        Net goodwill as of September 30, 2001                          $787,085
                                                                       --------
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.

     In August 2001, the Company issued  14,380,239 shares of common stock to an
     officer of the Company for $143,802. The common shares were issued pursuant
     to a employment stock option  agreement  granted to the officer to exercise
     14,380,239 shares of common stock at $.01.

                                       17
<PAGE>

     In the third quarter 2001 2,500,000  shares of common stock were issued for
     consulting  fees. These services were valued at $125,000 . Of the 2,500,000
     shares  issued,  1,500,000  of the total shares  issued  related to options
     granted to a vendor for services performed.

     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  September  30,  2001,  all  options  have been
     excercised.

     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 September 30, 2001, no such options have been exercised.

Note 6.  Stockholders' Equity (Continued)

     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 September 30,
     2001, 14,530,239 of such options have been exercised.

     The following is a summary of transactions, including the options issued to
     employees of the Company.

                                       18
<PAGE>



                                                              Weighted - Average
                                                     Shares     Exercise Price
                                                  -----------   --------------
           Outstanding at December 31,1999            250,000       $ 2.50
                                                  -----------       ------

           Exercisable at December 31, 1999           250,000       $ 2.50

           Granted                                  1,716,000       $ 0.64

           Exercised                                      ---          ---

           Cancelled                                      ---          ---
                                                  -----------       ------

           Outstanding at December 31,2000          1,966,000       $ 0.88
                                                  -----------       ------

           Exercisable at December 31, 2000         1,966,000       $ 0.88

           Granted                                 30,312,388       $ 0.01

           Exercised                              (16,030,239)      $ 0.01

           Cancelled                                      ---          ---
                                                  -----------       ------

           Outstanding at September 30 , 2001      16,248,149       $ 0.11


     The following table summarizes information about stock options at September
     30, 2001.
<TABLE>

<CAPTION>
                                                                            Exercisable Stock
                                    Outstanding Stock Options                    Options
                                ---------------------------------            ----------------
                                    Remaining    Weighted Average            Weighted Average
     Exercise Prices   Shares   Contractual life  Exercise Price    Shares    Exercise Price
     --------------- ---------- ---------------- ---------------- ---------- ----------------
<S>       <C>        <C>              <C>             <C>            <C>           <C>
          $2.50      250,000          3.25            $2.50          250,000       $2.50
          $5.00      216,000          4.25            $5.00          216,000       $5.00
          $0.01      15,782,149       6.25            $0.01       15,782,149       $0.01
</TABLE>


     The Company applies Accounting Principles Board Opinion No. 25, "Accounting
     for Stock Issued to  Employees,  " and related  interpretations,  for stock
     options issued to employees in accounting  for its stock option plans.  The
     exercise price of certain options issued was below market price at the date
     of grant.  Accordingly,  compensation  expense has been  recognized for the
     Company's  stock-based   compensation  plans  for  the  nine  months  ended
     September 30, 2001 of $526,686.

Note 7.   Pending Underwriting & Agent's Retention Agreement

     In March 2001, the Company signed a placement agent's  retention  agreement
     with Westminster Securities Corporation,  100 Park Avenue, New York, for an
     Underwritten  Offering of up to $100,000,000 to be arranged  through one of
     its institutional clients.

     On October 16,  2001 the Company  signed a stock  purchase  agreement  with
     Bluefire  Capital,  Inc.  (Investor)  whereby the  Investor  shall  execute
     irrevocable commitments to purchase up to $25,000,000 of Common Shares over
     the  course of three  years  from the date of the  Registration  Statement.
     Warrants would be issued to the investor  numbering  150,000 common shares,
     in addition to other terms and conditions. Once the transaction is funding,
     the Company would compensate  Westminster Securities Corporation 5% of each
     Draw Down in cash as an Agency

                                       19
<PAGE>

     Fee. In addition,  Westminster  Securities  shall receive a 3-year  warrant
     package with the right to purchase  100,000  Common Shares at a price equal
     to 105 % of the Market price at the Closing Date of the agreement.

Note 8.  Subsequent Event

     On October 16,  2001 the Company  signed a stock  purchase  agreement  with
     Bluefire  Capital,  Inc.  (Investor)  whereby the  Investor  shall  execute
     irrevocable commitments to purchase up to $25,000,000 of Common Shares over
     the course of three years from the date of the Registration Statement.  The
     Company  will have the sole option to set the date of each  redemption  and
     the  portion  of the  Subscription  to be  redeemed("Draw  Down")  shall be
     subject to certain  terms,  conditions  and formula.  In addition  Warrants
     would be issued to the investor numbering 150,000 common shares.


                                       20

<PAGE>


                                   SIGNATURES


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

                                        FUELNATION INC.
                                        (Registrant)

                                        Dated:  November 19, 2001



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

                                       21