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: March 31, 2002

                         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.)

                                4121 SW 47th Ave.
                                 Davie, Florida
                                 ---------------
                    (Address of principal executive offices)

                                      33314
                                   (Zip Code)

                                 (954) 587-3775
                                  -------------
                           (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 May 15, 2002 was 180,522,772 shares.


<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS.

     Our unaudited  financial  statements for the three month period ended March
31, 2002, 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 unaudited
Financial  Statements and notes thereto included herein. In connection with, and
because we desire 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

     FuelNation  Inc.  ("we," "us," "our,"  "FuelNation"  or the "Company") is a
Florida-based  development  stage  corporation  engaged  in the  development  of
providing  real-time   e-commerce   communications  and  energy  services.   Our
operations are conducted  through  strategic  alliances,  which  principally are
engaged  in  advanced  technology  and  services  solutions  for  the  petroleum
marketing industry, i.e., oil companies, marketers, transports, gas stations and
convenience  stores  worldwide,  and the  development  of one of the worlds most
integrated  communications platform for the petroleum industry. We intend to 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  R2R(sm)
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
architecture environment.

                                        2

<PAGE>
     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  under "Plan of Operation"  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 in
exchange for the  assignment of all of the rights,  title,  interest,  marketing
rights, patent rights,  royalty rights, and any other rights in the Intellectual
Property  and  technology,  and any related  trademarks  and  service  marks (or
applications  made thereby) Triad may have had with regard to said  Intellectual
Property.

     As a result,  we currently are a development  stage company which  provides
real time  e-commerce  communications  and energy  services.  We 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  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 three month  periods  ended March 31, 2002 and
2001.

Results of Operations

     Comparison of Results of Operations for the three month periods ended March
31, 2002 and 2001

     We generated  no revenues  during the three month  periods  ended March 31,
2002 and 2001 and it is not  anticipated  that we will be able to  generate  any
revenues  in the  foreseeable  future  unless and until we begin  marketing  our
technology or otherwise acquire an existing entity which generates  revenues and
profits.

     Selling,  general and  administrative  expenses were $423,305 for the three
months ended March 31, 2002, compared to $462,234 for the

                                        3

<PAGE>

three months ended March 31, 2001. The expenses  incurred during the three month
period ended March 31, 2002 arose primarily from salaries and wages  ($188,171),
professional  and consulting  fees  ($85,766),  non-cash  employee  compensation
($87,693)  and  other  general  and  administrative  expenses  ($57,850).  These
expenses  decreased by 8% in 2002 over the same period in 2001,  mainly due to a
decrease  in  the   professional   and  consulting  fees  and  the  general  and
administrative expenses. The expenses decreased by management streamlining costs
and reducing  overhead,  including  our moving our  principal  place of business
during the applicable  period.  We also incurred  increased  interest expense of
$8,440  during the three  month  period  ended  March 31,  2002,  as compared to
interest  expense of $1,308 for the comparable  period in 2001. As a result,  we
incurred a net loss of $431,745 for the three months ended March 31, 2002.

     We had a working capital  deficiency of $1,409,590 as of March 31, 2002 and
a deficit  accumulated  during our development  stage thus far of  approximately
$30.1 million as of March 31, 2002.  While no assurances can be provided,  we do
anticipate that, upon closing of the bond offering  described  herein, we expect
to begin  generating  revenues and hope to be profitable by the end of 2002. See
"Trends" below.

Plan of Operation

     Our  objective  is to be the  leading  worldwide  provider  of  real-  time
e-commerce and  business-to-business  communications in the petroleum  marketing
industry.  Our vertical  integration  strategy is to purchase existing petroleum
marketers,   transport   companies,   dealers  and  related  facilities  in  key
distribution markets.

     We intend to finance these  purchases with the issuance and sale of taxable
municipal  bonds.  We have been  negotiating  the  issuance  of $330  million of
Taxable  Municipal  Bonds with the Town of Davie,  Florida.  We  currently  have
prepared an application for the bond offering that requires us to pay a $660,000
commitment and application fee. We are also required to have a bank issue a cost
of  issuance  and short  fall  letter of credit in the  amount of  approximately
$9,900,000  which is refundable  from the proceeds of the bond issue.  As of the
date of this Report,  GunnAllen Financial our financial advisor,  has brought an
investor  that has  completed  extensive  due  diligence  on the  proposed  bond
offering and has  verbally  agreed to escrow  approximately  $11 million for our
company. These monies will be used to pay for the application and commitment fee
in the amount of  $660,000  and the cost of  issuance  and short fall  letter of
credit in the amount of approximately $9.9 million, as well as certain legal and
underwriting fees. It is anticipated that the agreement for this $11 million, if
acceptable terms are negotiated,  should be executed in May 2002. However, there
can be no assurances that agreeable  terms will be reached,  or that this matter
will be successfully consummated.

                                        4

<PAGE>

     We have developed  proprietary  technology  that allows us to provide fully
integrated services relating to the inventory, sales, distribution and financial
reporting  functions  in the fuel  industry.  Marketed  under the  service  mark
R2R(SM) ("Rack to Retail"), this technology completely automates and streamlines
the data collection  processes for centralization,  retrieval and integration of
inventory, financial and accounting information in the fuel industry.

     The  R2R(sm)  technology  is an  inventory  management  system  that allows
multiple point of sales, tank 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 R2R(sm)
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.

     The 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.

     We believe that our product offering is unique and is not available via any
other method.  The industry is a very difficult  market to penetrate and as such
we feel we have  accomplished  major  milestones  in the  industry  to date.  We
originally started marketing our system to the major oil companies and felt this
would  give us the  immediate  market  share  and the  vertical  integration  we
desired. During our sales initiatives we discovered the following:

     The oil companies main drive is gallons and market share. The oil companies
distribute their products through petroleum marketers,  dealers and some company
owned stores. The oil companies require the petroleum  marketers and the dealers
to use  their  credit  card  processors.  This  equipment  for the  credit  card
processing is

                                        5

<PAGE>

supplied  through the oil company and paid by the  petroleum  marketers  and the
dealers. The oil companies typically charge 3% processing fee for the use of all
credit cards on the network and offer their own branded  credit card  processing
for no charge.  The  majority of all of the credit card  processing  is Visa and
MasterCard  and therefore the burden and costs are passed down the food chain to
the petroleum marketers and the dealers for the credit card processing fees.

     The reporting requirements of the industry are very labor intensive and the
burden is always  passed down to the petroleum  marketers  and the dealers.  New
equipment  and programs are usually  offered  through the major oil companies to
the petroleum marketers and the dealers with a percentage of the offering always
being rebated back to the oil company. There are other alternative equipment and
service  suppliers  in the  industry  and they are limited on their entry to the
market by being  approved and  certified  to operate on their  credit-processing
network.  Our approach is and will continue to be providing the industry with an
open  architecture  and shared  information  environment  that  allows  entry to
virtually all equipment and service  suppliers.  Other  industries have state of
the art  communications  and networks and first class  accounting  and reporting
packages. We believe the petroleum industry is behind the market by decades.

     Our entry to the market is being  focused on working  with major  petroleum
marketers and dealer  networks.  We have discovered that when several  petroleum
marketers  and dealers are very  satisfied  with your  products and services and
they request the major oil companies to approve our products and services,  they
typically  get  what  they  want.  This  process  is not  fast,  but it is  very
effective.  The oil  companies  are  starting  to follow  the lead of  petroleum
marketers and dealer networks because they see the  efficiencies  first hand. We
feel confident the industry will start to make significant changes to the manual
processes and allow a more open environment once they see others operating.

     Given the magnitude of these fuel markets, we are currently focusing on B2B
applications and automating manual processes. We also intend to find one or more
partners to assist in retail  sales of the R2R system.  There are also  multiple
advertising  opportunities that we intend to pursue, including the displaying of
our logo at automated locations and on fuel transports.

Sales Strategy

     Our  products  and services  will be marketed  through  direct and indirect
channels. We intend to accomplish our direct selling in several ways, including:

     - our web sites;
     - direct sales by our own staff and technology partners;

                                        6

<PAGE>
     - affiliate programs;
     - original equipment manufacturers; and
     - tradeshows.

     For our indirect sales efforts, we will use independent resellers. Reseller
organizations   can  offer  all  of  our  services.   These  third  party  sales
organizations  are  either  already  involved  in  marketing  to  the  petroleum
industry.  Those in the reseller  program  purchase our services at a discounted
rate and then  re-sell  them to their  clients.  They can  either use us to bill
their  customers for these services or invoice their  customers  under their own
name.

     For  resellers,  we believe the key element is residual,  transaction-based
income.  Resellers  that  manage  the  entire  transactions  will  receive a per
transaction  fee, plus sign-up fees if the reseller  uses our  suggested  retail
pricing.  Many resellers actually charge higher prices when the market will bear
it.  The use of  resellers  allows us to  leverage  our  resources  to  maximize
revenues.  By working with companies as resellers,  we strategically  develop an
outside sales organization that already has sound,  existing  relationships with
merchants.  These resellers  recognize that income derived from our installation
fees and recurring  transaction  charges provide them with  significant  revenue
potential. Most competitors sell products using a direct sales force.

     We will use a variety of marketing  activities to increase market awareness
of our  services  and  educate  our target  audience.  In  addition  to building
awareness of our brand,  our marketing  activities focus on generating leads for
our sales  efforts.  To build  awareness  and attract new  merchants  we conduct
marketing and  partnership  programs  including  advertising,  public  relations
activities,  referral  programs,  co-branded  initiatives,  virtual seminars and
trade shows.

     Our  vertical  integration  strategy  is  to  purchase  existing  petroleum
marketers  and  dealers  in key  distribution  markets.  We will  focus upon the
complete automation of these companies and allow them to continue to operate and
consolidate  additional  marketers  in their  markets.  This  approach  has been
received  very  favorably  and we are in  negotiations  with  several very large
marketers  on this  strategy.  However,  there can be no  assurances  that these
negotiations  will  result in our  obtaining  contracts,  or if we obtain  these
contracts,  we  will  become  profitable.  If we  acquire  these  entities,  the
marketers will continue to operate their companies as wholly owned  subsidiaries
of our Company and we will provide the high-speed networks and communications to
their  existing  facilities  and  equipment.  Our  current  tests  on  petroleum
marketers  to date  have  shown  increases  in EBIDTA  approaching  30% with the
increased efficiencies in automating manual processes, less shrinkage,  improved
buying power.

                                        7

<PAGE>

Data Centers and Network Access

     Our data  center in the United  States is located at leased  facilities  at
Echosat in Lexington,  Kentucky. A data center is a facility containing servers,
modem banks,  network circuits and other physical equipment necessary to connect
users  to the  Internet.  The data  center  has  multiple  levels  of  redundant
connectivity  to  the  Internet,   back-up  power,  fire  suppression,   seismic
reinforcement  and  security  surveillance  24 hours a day,  7 days a week.  The
current base monthly rent is $2,000 per month, on a month to month basis.

     Our  data  center  in the  Middle  East  is  currently  located  at  leased
facilities at BATELCO in Manama Bahrain. A data center is a facility  containing
servers, modem banks, network circuits and other physical equipment necessary to
connect users to the Internet.  The data center has multiple levels of redundant
connectivity  to  the  Internet,   back-up  power,  fire  suppression,   seismic
reinforcement  and  security  surveillance  24 hours a day,  7 days a week.  The
current base monthly rent is $7,000 per month, on a month to month basis.

     The  technology   underlying  our  e-commerce  and  Business-to-   Business
transaction services provides the following benefits:

     Scalability. Our services allow us to deliver consistent quality of service
as transaction volumes grow, and to handle daily and seasonal peak periods. As a
result,  we do not have to expand  these  areas of their  transaction-processing
infrastructure as their businesses grow.

     High  reliability.  Our systems are engineered to provide high reliability,
and we provide transaction processing and support 24 hours a day, 7 days a week.

     Secure messaging.  All communications between our system are facilitated by
an encrypted protocol.

     Real-time  responses.  Because our services  enable  online e- commerce and
Business-to-Business  transactions in real-time, clients can improve their level
of customer  satisfaction  and reduce their  support  costs by avoiding  delayed
responses and minimizing the need for follow-up communications.

Product Development

     Our Florida-based  product  development team is responsible for the design,
development,  testing and release of our core software and  services.  We have a
well-defined  software  development  methodology  that we believe  enables us to
deliver  services that satisfy real  business  needs for the global market while
meeting commercial quality expectations. We emphasize quality assurance

                                        8

<PAGE>

throughout our software development lifecycle. We believe that a strong emphasis
placed on analysis,  design and rapid prototyping early in the project lifecycle
reduces the number and costs of defects that may be found in later  stages.  Our
development  methodology  focuses on  delivery  of  product to a global  market,
enabling   localization   into  multiple   languages,   multi-currency   payment
processing,  global fraud  detection,  and local  regulatory  compliance  from a
single code base.

     When  appropriate,  we utilize  third  parties to expand the  capacity  and
technical  expertise  of  our  internal  product  development  organization.  On
occasion,  we have  licensed  third-party  technology  that we feel provides the
strongest  technical  alternative.  We believe this approach  shortens  time-to-
market  without  compromising  our  competitive  position,  product  quality  or
service.

Manufacturing

     We do not have the capacity to manufacture the router devices and have used
contract manufacturers for the devices made to date. For the foreseeable future,
we intend to continue to use contract  manufacturers  for the router device.  We
believe that there are multiple vendors and manufacturers  available and that we
will not rely on any one source.

Intellectual Property

     Our  success  depends  upon  our  proprietary  technology.  We  rely  on  a
combination   of  patent,   copyright,   trademark  and  trade  secret   rights,
confidentiality  procedures and licensing  arrangements to establish and protect
our proprietary rights.

     As  part  of  our  confidentiality  procedures,  we  generally  enter  into
non-disclosure  agreements  with  our  employees,  distributors,  and  corporate
partners and into license agreements with respect to our software, documentation
and other  proprietary  information.  Despite these  precautions,  third parties
could  reverse  engineer,  copy  or  otherwise  obtain  our  technology  without
authorization, or develop similar technology independently.  While we police the
use of our services and  technology  through  online  monitoring  and  functions
designed into our products,  an unauthorized  third-party may nevertheless  gain
unauthorized  access to our  services or pirate our  software.  We are unable to
determine  the extent to which piracy of our  intellectual  property or software
exists.  Software  piracy is a  prevalent  problem  in our  industry.  Effective
protection of  intellectual  property  rights may be  unavailable  or limited in
foreign  countries.  We cannot assure you that the protection of our proprietary
rights will be adequate or that our competitors will not  independently  develop
similar  technology,  duplicate our services or design  around any  intellectual
property rights we hold.


                                        9

<PAGE>

Liquidity and Capital Resources

     At March 31, 2002, we had $2,157 in cash and a working  capital  deficiency
of $1,409,590. For the three month period ended March 31, 2002, net cash used in
operating activities was $152,126. This was primarily attributable to a net loss
for the period of  $431,745  and offset by non cash  expense of $87,693  arising
from an option granted to purchase shares of our common stock to Mr. Salmonson.

     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 commence  generating  revenues and attain a  profitable  level of
operations,  receive  required working capital advances from our shareholders or
obtain capital from outside sources.

     During the three  months  ended March 31,  2002 we  borrowed  approximately
$154,754  from Fuel America LLC ["Fuel  America"],  an entity  controlled by our
Chairman of the Board/Chief  Executive  Officer,  Christopher R.  Salmonson.  In
February 2002, Mr. Salmonson  exercised options to purchase  1,252,761 shares of
our common stock at an exercise price of $.01 per share. The proceeds of $12,527
were used to reduce the  amount  due to Fuel  America.  At March 31,  2002,  the
balance  owed Fuel  America  was  $361,713.  Currently,  there  are no  interest
repayment terms for the debt and it is treated as if due on demand.

     In  October  2001,  we  borrowed   approximately   $36,000  from  four  (4)
individuals and issued 9% convertible  subordinated  promissory notes, which are
due by September 30, 2002 and are convertible  into 258,654 shares of our common
stock, at a rate of one share of common stock for each $0.139  principal  amount
of notes.  Additionally,  we issued stock purchase  warrants to the noteholders,
which entitled these  noteholders to purchase 517,309 shares of our common stock
at an exercise price of  approximately  $.15 per share. The warrants were issued
at twice the  conversion  rate of our common stock (two warrants for each $0.139
principal  amount  of  notes).  The  notes  are  shown  net  of  a  discount  of
approximately  $30,000 which  represents the fair value assigned to the warrants
that were  issued.  The discount is being  amortized  over the life of the debt.
Amortization  amounted to approximately  $7,631 for the three months ended March
31, 2002 and is charged to interest expense.  Unamortized  discount at March 31,
2002 is approximately $14,869.

     We have primarily  funded our payroll costs through  borrowing from related
parties.  Payroll taxes have become delinquent since the second quarter of 2001.
These liabilities,  which include penalties and interest through March 31, 2002,
amount to $617,531.  Penalties (to the maximum  limits) and interest will accrue
on such payroll tax liabilities,  as well as additional  payroll tax liabilities
incurred subsequent to March 31, 2002, until paid. Mr.

                                       10

<PAGE>

Salmonson  has deferred  payment of  approximately  $153,384 of his salary as of
March 31, 2002.

     Additional  financings  will be required in order to allow us to  implement
our business plan described herein. Our success is dependent upon our ability to
raise  additional  capital.  As of  the  date  of  this  Report,  we  have  been
negotiating  the  issuance  of  $330,000,000  of  Taxable  Municipal  Bonds.  We
currently have prepared an application for the bond offering that requires us to
pay a $660,000  commitment and  application  fee. We are also required to have a
bank issue a cost of  issuance  and short fall letter of credit in the amount of
approximately  $9,900,000  which is  refundable  from the  proceeds  of the bond
issue.  We have  received a  commitment  for a cost of  issuance  and short fall
letter  of  credit,  subject  to cash  collateral.  While no  assurances  can be
provided, we are cautiously optimistic that the required cash collateral will be
raised  with the help of our  financial  advisor,  GunnAllen  Financial  and the
assistance  of our potential  purchasers,  because the monies are held in escrow
and the $9,900,000 is refundable  from the proceeds of the bond issue.  However,
there can be no assurances that our efforts in this regard will be successful.

     We are also in 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  written  commitments  for any  financing,  and no
assurance can be given that we will obtain any additional financing. The failure
to infuse  additional  capital into our Company may force  management to curtail
marketing expenditures and product  introductions,  which may affect our ability
to fully implement our business plan described herein.

     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 this calendar year, upon
the

                                       11

<PAGE>

successful  completion of our $330 million bond  offering.  However,  until such
time as we consummate the  acquisitions of petroleum  marketers and wholesalers,
which is not expected to occur until the completion of the bond offering.  While
no assurances can again be provided,  if our business plan  described  herein is
successful,  we expect to experience significant growth,  including revenues and
profitability, during the 2002 calendar year.

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 three month period ended March 31, 2002.


                           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 March 31, 2002.

ITEM 2. CHANGES IN SECURITIES.

     In February  2002, our CEO,  Christopher  Salmonson,  exercised  options to
purchase  1,252,761  shares of our common stock at an exercise price of $.01 per
share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE

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

     None

Subsequent Event

     In April 2002,  the holders of a majority of our  outstanding  common stock
approved  the  adoption of our 2002 Stock  Option  Plan,  wherein we reserved an
aggregate of 27,000,000 shares of our common stock for issuance under said Plan.
This action was taken in accordance with the laws of the State of Florida.

ITEM 5. OTHER INFORMATION - NONE

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

     (a) Exhibits - none


                                       12

<PAGE>

     (b) Reports on Form 8-K

     We did not file any reports on Form 8-K during the three month period ended
March 31, 2002.

                                       13

<PAGE>



                                 FUELNATION INC.
                          (A Development Stage Company)
                       (Formerly Regensis Holdings, Inc.)
                            CONDENSED BALANCE SHEETS
                                 March 31, 2002
                                   (Unaudited)

                          ASSETS
                          ------
CURRENT ASSETS:
   Cash                                                      $     2,157
   Inventory                                                     560,340

   Other                                                          17,961
                                                             -----------
Total Current Assets                                             580,458
                                                             -----------
FIXED ASSETS:
   Office Furniture and Equipment and Computer Systems,
     net of accumulated depreciation of $73,653                  173,027
                                                             -----------
OTHER ASSETS:
   Deposits on Equipment                                         752,500
   Technology                                                  1,581,747
                                                             -----------
Total Other Assets                                             2,334,247
                                                             -----------
Total  Assets                                                $ 3,087,732
                                                             ===========

           LIABILITIES AND STOCKHOLDERS' DEFICIT
           -------------------------------------
CURRENT LIABILITIES:
   Accounts payable                                          $   583,996
   Accrued Liabilities                                           256,618
   Payroll and Taxes Payable                                     617,531
   Convertible Debt, net of unamortized discount of $14,869       20,690
   Due to Affiliates                                             361,713
   Other Payables                                                149,500
                                                             -----------
Total Current Liabilities                                      1,990,048
                                                             -----------

Commitments and Contingencies                                          -
                                                             -----------
Common Stock Subject to Repurchase,
8,566,113 Shares Issued and
Outstanding at March 31, 2002                                  3,547,974
                                                             -----------
STOCKHOLDERS' [DEFICIT]:
   Preferred Stock, $.01 par value, 20,000,000 shares
      authorized; none issued and outstanding                          -
   Common Stock, $.01 par value, 350,000,000 shares
      authorized; 171,956,659 issued and outstanding
      at March 31,2002                                         1,719,565
   Additional paid-in capital                                 25,964,383
   (Deficit) Accumulated in the Development Stage            (30,134,238)
                                                             ----------
Total Stockholders' [Deficit]                                 (2,450,290)
                                                             -----------
Total Liabilities and Stockholders' [Deficit]                $ 3,087,732
                                                             ===========

                             See Accompanying Notes

                                       14
<PAGE>
<TABLE>
                                 FUELNATION INC.
                          (A Development Stage Company)
                       (Formerly Regenesis Holdings, Inc.)
                            STATEMENTS OF OPERATIONS
                        THREE MONTHS ENDED MARCH 31, 2002
<CAPTION>
                                               For the Three Months Ended
                                                        March 31,         Accumulative in
                                                ------------------------  the Development
                                                    2002         2001           Stage
                                                -----------  -----------    ------------
<S>                                             <C>          <C>            <C>
Revenue                                         $         -  $         -    $          -
                                                -----------  -----------    ------------
Operating expenses:
   Salaries and wages including related taxes       188,171       92,836       1,010,191
   Consulting fees                                   19,456       75,000          48,890
   Consulting fees - related party                        -            -         221,162
   Legal and professional                            66,310      135,317         677,119
   Marketing and promotion                                -            -         406,567
   Rent - related party                                   -            -          45,387
   Depreciation                                       3,825       11,638          73,653
   Other general and administrative expenses         57,850      147,443         516,532
   Research and development cost                          -            -          10,000
   Non-Cash Consulting fees                               -            -      16,278,718
   Non-Cash Consulting fees - related party               -            -       3,585,000
   Non-Cash financing costs                               -            -          92,956
   Non - Cash Employee Compensation                  87,693            -       6,455,659
                                                -----------  -----------    ------------
Total operating expenses                            423,305      462,234      29,421,834
                                                -----------  -----------    ------------
Operating Loss                                     (423,305)    (462,234)    (29,421,834)

Other Income (Expense):
   Other Expense                                          -            -        (694,982)
   Interest expense                                  (8,440)      (1,308)        (17,422)
                                                -----------  -----------    ------------
Total other (expense), net                           (8,440)      (1,308)       (712,404)
                                                -----------  -----------    ------------
Net Loss                                        $  (431,745) $  (463,542)   $(30,134,238)
                                                ===========  ===========    ============
Basic and Diluted Net Loss per Common Share     $     (0.00) $     (0.00)
                                                ===========  ===========
Basic and Diluted Weighted Average Common
Shares Outstanding                              179,196,266  154,989,627
                                                ===========  ===========
</TABLE>

                             See Accompanying Notes

                                       15
<PAGE>
<TABLE>
                                 FUELNATION INC.
                          (A Development Stage Company)
                       (Formerly Regenesis Holdings, Inc)
                       CONDENSED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)
<CAPTION>
                                                                                       Cumulative
                                                                                     The Development
                                                                 2002       2001           Stage
                                                             ----------  ----------  ---------------
<S>                                                          <C>         <C>         <C>
Cash Flows from Operating Activities:
   Net loss                                                  $ (431,745) $ (463,542) $   (30,134,238)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
         Depreciation                                             3,825      11,638           73,653
         Non-Cash Employee Compensation                          87,693           -        6,455,659
         Non-Cash Consulting Fees                                     -      75,000       16,278,718
         Non-Cash Consulting Fees-Related Party                       -           -        3,585,000
         Non-Cash Financing Costs                                     -           -           92,956
         Write-Down of Investments                                    -           -          657,686
         Other                                                        -           -           32,500
        Amortization of Discount on Convertible Debt              7,631           -            7,631

         Changes in Assets and Liabilities:
         Inventory                                                    -      (1,933)        (560,339)
         Due from Escrow Accounts                                     -           -          (45,000)
         Due from Affiliates                                          -     (14,614)         304,680
         Other                                                   16,667     (55,165)          25,372
   Increase [Decrease] in :
         Accounts Payable                                        48,890     400,197          449,325
         Accrued Liabilites                                      21,809     (15,587)         242,710
         Payroll and Taxes Payable                               93,104      39,967          617,531
                                                             ----------  ----------  ---------------
                  Net cash used in operating activities        (152,126)    (24,039)      (1,916,156)
                                                             ----------  ----------  ---------------
Cash Flows from Investing Activities:
   Payments for Technology                                            -     (96,602)        (544,903)
   Payment for Fixed Assets                                      (2,667)     (3,460)        (246,680)
   Advances Toward Pending Acquisition                                -           -         (402,724)
   Cash Received in Acquisition                                       -           -            1,109
                                                             ----------  ----------  ---------------
                  Net cash used in investing activities          (2,667)   (100,062)      (1,193,198)
                                                             ----------  ----------  ---------------
Cash Flows from Financing Activities:
   Proceeds from issuance of common stock                             -     126,500        3,261,608
   Proceeds from Issuance of Convertible Debt                         -           -           35,953
   Payment of Loans Payable                                           -           -         (100,000)
   Debt Restructuring                                                 -           -         (255,804)
   Increase in loan to officers and stockholders                154,754           -          169,754
                                                             ----------  ----------  ---------------
                  Net cash provided by financing activities     154,754     126,500        3,111,511
                                                             ----------  ----------  ---------------
Net (Decrease) Increase in Cash                                     (39)      2,399            2,157

Cash, Beginning of Period                                         2,196      13,198                -
                                                             ----------  ----------  ---------------
Cash, End of Period                                          $    2,157  $   15,597  $         2,157
                                                             ==========  ==========  ===============
Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for interest:                 $        -  $    1,308  $         1,308
                                                             ==========  ==========  ===============
   Cash paid during the period for Income Taxes:             $        -  $        -  $             -
                                                             ==========  ==========  ===============

Supplemental Schedule of Non Cash Investing and Financing Activities: Options to
purchase 1,252,761 shares of common stock were excercised by a officer of the
company and the amount of $ 12,527 was offset against the loan to officers and
stockholders.
</TABLE>

                             See Accompanying Notes

                                       16
<PAGE>

                                 FUELNATION INC.
                          (A Development Stage Company)
                       (Formerly Regenesis Holdings, Inc.)
                                 March 31, 2002
                                   (Unaudited)


Note 1. Basis of Presentation

     The  accompanying  unaudited  financial  statements of FuelNation Inc. (the
     "Company") have been prepared in accordance with Regulation S-B promulgated
     by the  Securities  and Exchange  Commission  and do not include all of the
     information  and  footnotes  required  by  generally  accepted   accounting
     principles in the United States for complete financial  statements.  In the
     opinion of  management,  these  interim  financial  statements  include all
     adjustments  necessary  in  order  to make  the  financial  statements  not
     misleading.  The  results of  operations  for such  interim  period are not
     necessary  indicative  of  results  of  operations  for a  full  year.  The
     unaudited  financial  statements  should  be read in  conjunction  with the
     audited  financial   statements  and  notes  thereto  of  the  Company  and
     management's  discussion and analysis of financial condition and results of
     operations  included in the Annual Report on Form 10-KSB for the year ended
     December 31, 2001.

     The accompanying  unaudited interim financial statements have been prepared
     on a going concern basis,  which contemplates the realization of assets and
     the  liquidation of liabilities in the normal course of business.  However,
     the  Company  has a history of net losses and as of March 31,  2002,  has a
     working  capital   deficiency  of  $1,409,590  and  capital  deficiency  of
     approximately $30.1 million.  Since October 2000, the Company has relied on
     financial support from equity financing and loans from affiliated entities.
     Management is currently seeking additional financing; however no assurances
     can be made that such financing will be  consummated.  The  continuation of
     the  Company as a going  concern is  dependent  upon its  ability to obtain
     financing,  and to use the proceeds from any such financing to increase its
     business  to achieve  profitable  operations.  The  accompanying  financial
     statements  do not include any  adjustments  that would  result  should the
     Company be unable to continue as a going concern.

Note 2. Significant Accounting Policies

     The accounting  policies followed by the Company are set forth in Note 2 to
     the Company's financial statements in the December 31, 2001 Form 10-KSB.

Note 3. Basic and Diluted Loss Per Share

Basic loss per share reflects the amount of loss for the period  attributable to
each share of common stock outstanding during the reporting period. Diluted loss
per share  reflects  basic loss per share,  while giving  effect to all dilutive
potential common shares that were outstanding during the period,  such as common
shares that could result from the potential exercise or conversion of securities
into common  stock.  The  computation  of diluted loss per share does not assume
conversion,  exercise,  or contingent  issuance of securities that would have an
anti-dilutive  effect on loss per share  (i.e.  reducing  loss per  share).  The
dilutive  effect,  if  any,  of  outstanding  options  and  warrants  and  their
equivalents would be reflected in dilutive earnings per share by the application
of the treasury stock method which  recognizes the use of proceeds that could be
obtained  upon the exercise of  operations  and  warrants in  computing  diluted
earnings  per share.  It assumes  that any  proceeds  would be used to  purchase
common stock at the average  market price of the common stock during the period.
For the period from January 1, 2002 through March 31, 2002,  and January 1, 2001
through March 31, 2001, the Company had  outstanding  warrants and stock options
to purchase  5,683,753  shares of common  stock at prices  ranging from $0.01 to
$7.50 per share and for the period from January 1, 2001 through  March 31, 2001,
the Company  had  outstanding  warrants  and stock  options to purchase  466,000
shares of common stock at prices ranging from $2.50 to $7.50 per share.

                                       17
<PAGE>

                                 FUELNATION INC.
                          (A Development Stage Company)
                       (Formerly Regenesis Holdings, Inc.)
                                 March 31, 2002
                                   (Unaudited)

Note 3. Basic and Diluted Loss Per Share (Continued)

     For the three  months ended March 31, 2002 and 2001,  all of the  Company's
     potential common shares were  anti-dilutive and a dual presentation of loss
     per share is not required.

Note 4. Due to Affiliates

     During  the  three  months  ended  March  31,  2002  the  Company  borrowed
     approximately  $154,754 from Fuel America LLC ["Fuel  America"],  an entity
     controlled by the Chairman of the Board/Chief Executive Officer ["CEO"]. In
     February 2002, the CEO exercised  options to purchase  1,252,761  shares of
     common  stock at an  exercise  price of $.01 per  share.  The  proceeds  of
     $12,527  were used to reduce the amount due to Fuel  America.  At March 31,
     2002, the balance owed Fuel America was $361,713.  Currently,  there are no
     interest  repayment  terms  for the  debt  and it is  treated  as if due on
     demand.

Note 5. Payroll and Taxes Payable

     The Company has primarily  funded its payroll costs through  borrowing from
     related  parties.  Payroll  taxes have become  delinquent  since the second
     quarter of 2001. These  liabilities,  which include  penalties and interest
     through  March 31,  2002,  amount to  $617,531.  Penalties  (to the maximum
     limits) and interest will accrue on such payroll tax  liabilities,  as well
     as  additional  payroll tax  liabilities  incurred  subsequent to March 31,
     2002, until paid. The CEO has deferred payment of approximately $153,384 of
     his salary as of March 31, 2002.

Note 6. Stockholders' Equity - Issuance of Common Stock

     In February  2002,  the CEO was granted and  exercised  options to purchase
     1,252,761  shares of common  stock at an exercise  price of $.01 per share.
     The Company incurred non-cash expense of $87,693.

Note 7. New Authoritative Accounting Pronouncements

     On August 15,  2001,  the FASB issued SFAS  No.143,  "Accounting  for Asset
     Retirement Obligations ["SFAS No.143"].  SFAS No.143 requires that the fair
     value of a liability  for an asset  retirement  obligation be recognized in
     the period in which it is incurred if a  reasonable  estimate of fair value
     can be made. The associated  asset retirement costs are capitalized as part
     of the  carrying  amount  of the  long-lived  asset.  SFAS  No.143  will be
     effective for financial  statements issued for fiscal years beginning after
     June 15, 2002. An entity shall recognize the cumulative  effect of adoption
     of SFAS  No.143 as a change in  accounting  principle.  The  Company is not
     currently affected by this Statement's requirements.

     On April 30, 2002, the Financial  Accounting  Standards Board (FASB) issued
     Statement  No.  145,  Rescission  of  FASB  Statements  No.  4,  44 and 64,
     Amendment of FASB Statement No. 13 and Technical Corrections. The Statement
     updates, clarifies and simplifies existing accounting pronouncements.

     Statement  145 rescinds  Statement  4, which  required all gains and losses
     from extinguishments of debt to be aggregated and, if material,  classified
     as an extraordinary  item, net of related income tax effect. As result, the
     criteria in Opinion 30 will now be used to classify those gains and losses.
     Statement  64  amended  Statement  4, and is no  longer  necessary  because
     Statement 4 has been rescinded.

                                       18
<PAGE>

                                 FUELNATION INC.
                          (A Development Stage Company)
                       (Formerly Regenesis Holdings, Inc.)
                                 March 31, 2002
                                   (Unaudited)

Note 7. New Authoritative Accounting Pronouncements (Continued)

     Statement  44 was  issued  to  establish  accounting  requirements  for the
     effects of transition  to the  provisions of the Motor Carrier Act of 1980.
     Because  the  transition  has been  completed,  Statement  44 is no  longer
     necessary.

     Statement   145  amends   Statement  13  to  require  that  certain   lease
     modifications   that  have  economic  effects  similar  to   sale-leaseback
     transactions  be  accounted  for  in  the  same  manner  as  sale-leaseback
     transactions.  This  amendment  is  consistent  with  the  FASB's  goal  of
     requiring similar  accounting  treatment for transactions that have similar
     economic effects.

     This Statement also makes technical corrections to exiting  pronouncements.
     While those  corrections are not substantive in nature,  in some instances,
     they may change accounting practice.

     The Company is not currently affected by this Statement's requirements.

Item 8. Subsequent Events

In April 2002,  the holders of a majority of the  Company's  outstanding  common
stock  approved the adoption of the 2002 Stock Option Plan,  wherein the Company
reserved an  aggregate  of  27,000,000  shares of its common  stock for issuance
under said Plan.  This action was taken in accordance with the laws of the State
of Florida.

                                       19
<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: May 15, 2002



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

                                       20