<PAGE>




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

                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 2001

                         Commission file number 1-12350


                                 FUELNATION INC.
                 (Name of Small Business Issuer in its Charter)



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


         1700 NORTH DIXIE HIGHWAY, SUITE 125, BOCA RATON, FLORIDA 33432
       ------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)



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



                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                     --------------------------------------
                                (Title of Class)





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



The number of shares outstanding of the issuer's common stock, par value $.01
per share as of August 7, 2001 was 162,166,027





<PAGE>







                                 FUELNATION INC.





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

  Condensed Balance Sheets at June 30, 2001                                 F-1

  Condensed Statements of Operations for the Three Months
     ended June 30, 2001 and 2000 and the Six months                        F-2
  ended June 30, 2001 and 2000.

  Condensed Statement of Changes in Stockholders' Equity
    (Deficit) for Six Months ended June 30, 2001                            F-3

  Condensed Statements of Cash Flows for the Six Months
     ended June 30, 2001 and 2000                                           F-4

  Notes to Condensed Financial Statements                                   F-5

INDEX TO  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
------------------------------------------------------------------

  Item 2. Management Discussion  and Analysis                                2

  Part II. Other Information                                                 3


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

ITEM 1.  FINANCIAL STATEMENTS
------------------------------

As used herein, the term "Company" refers to FuelNation Inc. and predecessors
(the Company was formerly named as Regenesis Holdings, Inc.) unless otherwise
indicated. Consolidated, unaudited, condensed interim financial statements
including a balance sheet for the Company as of the quarter ended June 30, 2001
and statements of operations, and statements of cash flows for the interim
period up to the date of such balance sheet and the comparable period of the
preceding year are attached hereto as Pages F-1 through F-9 and are incorporated
herein by this reference.


<PAGE>




<TABLE>
<CAPTION>
                                 FUELNATION INC.
                                   (Unaudited)
                            CONDENSED BALANCE SHEETS

                                  JUNE 30, 2001

                                     ASSETS
                                     ------
                                                                          June 30,        December 31,
                                                                            2001              2000

CURRENT ASSETS:
<S>                                                                     <C>            <C>
   Cash                                                                 $       332    $   13,198
   Receivables - Other                                                       14,589        16,499
   Due from Escrow Accounts                                                 415,167       435,470
   Inventory                                                                560,340       553,623
   Due from Officers and Stockholders                                       121,170       172,874
   Prepaid Expense                                                           39,315        23,916
                                                                        -----------    ----------
TOTAL CURRENT ASSETS                                                      1,150,913     1,215,580
                                                                        -----------    ----------

FIXED ASSETS:
   Office Equipment and Computer Systems, net of
     accumulated depreciation of $23,276 in 2001                            195,376       209,479
                                                                        -----------    ----------

OTHER ASSETS:
   Technology                                                             3,235,862     1,535,133
   Investments                                                              404,131       403,886
                                                                        -----------    ----------
TOTAL OTHER ASSETS                                                      $ 3,639,993    $1,939,019
                                                                        -----------    ----------

TOTAL  ASSETS                                                           $ 4,986,282    $3,364,078
                                                                        ===========    ==========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable                                                     $   720,332    $  375,404
   Accrued Liabilities                                                      503,451       398,467
   Payroll and Taxes Payable                                                153,762       125,800
                                                                        -----------    ----------
TOTAL CURRENT LIABILITIES                                                 1,377,545       899,671
                                                                        -----------    ----------

COMMITMENTS AND CONTINGENCIES                                                  --            --
                                                                        -----------    ----------

STOCKHOLDERS' EQUITY:

   Preferred Stock, $.01 par value, 20,000,000 shares
      authorized; none issued and outstanding
   Common Stock, $.01 par value, 350,000,000 shares                            --            --
      authorized; 162,166,027 issued and outstanding at June 30, 2001     1,621,661     1,549,197
   Additional paid-in capital                                             3,348,848       915,210
   Accumulated (Deficit)                                                 (1,361,772)         --
                                                                        -----------    ----------
TOTAL STOCKHOLDERS' EQUITY                                                3,608,737     2,464,407
                                                                        -----------    ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $ 4,986,282    $3,364,078
                                                                        ===========    ==========


</TABLE>

                             See Accompanying Notes

                                      F-1





<TABLE>
<CAPTION>

                                 FUELNATION INC.
                                   (Unaudited)
                       CONDENSED STATEMENTS OF OPERATIONS

                                                           FOR THE THREE MONTHS ENDED     FOR THE SIX MONTHS ENDED
                                                           -------------------------------------------------------
                                                                    JUNE 30,                       JUNE 30,
                                                           -------------------------------------------------------
                                                             2001             2000             2001          2000
                                                           -------------------------------------------------------

REVENUE                                                 $        --        $        --      $      --      $   --
                                                        -------------      -------------    -----------    --------

OPERATING EXPENSES:
<S>                                                       <C>            <C>              <C>            <C>
   Salaries and wages including related taxes                 115,099        161,876          207,935        356,494
   Consulting fees                                            191,300        111,500          266,300        185,000
   Legal and professional                                     (11,356)        67,996          123,961        130,452
   Travel                                                       2,938         22,510            5,842         64,207
   Rent                                                         6,413         20,099           12,826         49,042
   Office expense                                               9,509         15,894           18,485         34,213
   Depreciation and amortization                               11,638          7,122           23,276         12,697
   Marketing and promotion                                     68,937         10,698          110,817         13,573
   Other general and administrative expenses                   51,818         42,246           64,088         68,721
   Cost of common stock options and warrants                  451,686           --            526,686           --
   Provision for advances toward proposed acquisition            --          424,648             --          424,648
                                                        -------------    -----------    -------------    -----------
TOTAL OPERATING EXPENSES                                      897,982        884,589        1,360,216      1,339,047
                                                        -------------    -----------    -------------    -----------

OPERATING LOSS                                               (897,982)      (884,589)      (1,360,216)    (1,339,047)

OTHER INCOME (EXPENSE):
   Interest expense                                              (248)        (7,062)          (1,557)       (15,437)
                                                        -------------    -----------    -------------    -----------
TOTAL OTHER (EXPENSE), NET                                       (248)        (7,062)          (1,557)       (15,437)
                                                        -------------    -----------    -------------    -----------

NET LOSS                                                $    (898,229)   $  (891,651)   $  (1,361,772)   $(1,354,484)

Basic and Diluted Net Loss per Common Share             $       (0.01)    $ (0.11) $            (0.01)   $     (0.18)
                                                        =============    ===========    =============    ===========

Weighted Average Common Shares Outstanding                156,399,689      7,917,806      156,329,710      7,669,105
                                                        =============    ===========    =============    ===========

</TABLE>



See Accompanying Notes
                                      F-2




<PAGE>




<TABLE>
<CAPTION>


                                 FUELNATION INC.
                                   (Unaudited)
       CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

                     FOR THE SIX MONTHS ENDED JUNE 30, 2001



                                                                                                 ADDITIONAL
                                           PREFERRED STOCK            COMMON STOCK                PAID-IN     ACCUMULATED
                                            SHARES   AMOUNT      SHARES            AMOUNT         CAPITAL      (DEFICIT)   TOTAL
                                            ------   ------      ------            ------         -------      ---------   -----



<S>                                    <C>          <C>        <C>            <C>            <C>          <C>          <C>
Balances, December 31, 2000                      --   $    --    154,919,647    $ 1,549,197    $  915,210   $      --    $2,464,407
                                           ---------- --------- ------------    -----------    ----------   -----------  ----------

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
                                           ---------- --------- ------------    -----------    ----------   -----------  ----------
Balance March 31, 2001                           --        --    155,059,607      1,550,597     1,115,310          --     2,665,907
                                           ---------- --------- ------------    -----------    ----------   -----------  ----------

Issuance of common stock in
    satisfaction of
    liabilities and payment of
    professional expenses                                          2,405,550        24,056        156,361                   180,416
Issuance of common stock for payment of
    technology and consulting costs                                4,426,255        44,263      1,348,237                 1,392,500
Cancellation of shares issued in
    private placement transaction                                    (15,385)         (154)        (9,846)                  (10,000)
Issuance of common stock to acquire
   assignment of contract                                            290,000         2,900        287,100                   290,000
Issuance of stock options
    to officers and employees
    pursuant to their
    employment agreements                                                                          451,686                   451,686
Net (Loss)                                                               --             --                   (1,361,772) (1,361,772)
                                           ---------- --------- ------------    -----------    ----------   -----------  ----------
Balance June 30, 2001                            --   $    --    162,166,027    $ 1,621,661    $3,348,848   $(1,361,772) $3,608,737
                                           ========== ========= ============    ===========    ==========   ===========  ==========

</TABLE>







                             See Accompanying Notes

                                      F-3





<PAGE>

<TABLE>
<CAPTION>


                                 FUELNATION INC.
                                   (Unaudited)
                       CONDENSED STATEMENTS OF CASH FLOWS

                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000


                                                                                   2001            2000
                                                                                   ----            ----

Cash Flows from Operating Activities:
<S>                                                                            <C>            <C>
   Net loss                                                                    $(1,361,772)   $(1,354,484)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
         Depreciation and amortization                                              23,276         12,697
         Provision for advances toward proposed acquisition                           --          424,648
         Expenses paid by issuance of common stock, options and warrants           526,686         11,462
         Expenses paid by issuance of common stock for professional services       180,416         11,462
         Common stock for settlement of liabilities                                   --             --
         Changes in operating assets and liabilities:
            Decrease in Current Assets                                                  97           --
            (Increase) in Other Assets                                          (1,700,974)       (38,585)
            Increase in Accounts payable, accrued expenses, and
               other current liabilities                                           477,874        425,733
                                                                               -----------    -----------
                  Net cash used in operating activities                         (1,854,397)      (507,067)
                                                                               -----------    -----------

Cash Flows from Investing Activities:
   Advances toward pending acquisition                                                --         (269,156)
   Purchase of equipment                                                            (9,173)       (10,101)
   Common stock issued for assignment of contract                                  290,000           --
   Common stock issued for technology                                            1,392,500           --
                                                                               -----------    -----------
                  Net cash used in investing activities                          1,673,327       (279,257)
                                                                               -----------    -----------

Cash Flows from Financing Activities:
   Net proceeds from issuance of common stock                                      126,500        450,000
   Cancellation of shares issuance of common stock                                 (10,000)       450,000
   Repayment of loans payable                                                         --          (20,000)
   Proceeds of loans from officers and stockholders                                 51,704        364,650
   Repayment of loans to officers and stockholders                                    --          (98,048)
                                                                               -----------    -----------
                  Net cash provided by financing activities                        168,204      1,146,602
                                                                               -----------    -----------


Net Decrease in Cash                                                               (12,866)       360,278

Cash, Beginning of Period                                                           13,198        101,835
                                                                               -----------    -----------

Cash, End of Period                                                            $       332    $   462,113
                                                                               ===========    ===========

Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for interest:                                   $     1,557    $      --
                                                                               ===========    ===========

</TABLE>


                             See Accompanying Notes


                                      F-4


<PAGE>




                                 FuelNation Inc.

                  CONDENSED STATEMENTS OF CASH FLOWS, Continued

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

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

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

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

Issuance of options to purchase 29,012,388 shares of common stock
      in connection with employment agreements of officers, directors and
      employees, valued at $454,686.

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

   Six Months Ended June 30, 2000:

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

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

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


                             See Accompanying Notes


                                      F-5


<PAGE>








                                 FUELNATION INC.
                                   (UNAUDITED)
               NOTES TO CONDENSED FINANCIAL STATEMENT (CONTINUED)
                                  JUNE 30, 2001



NOTE 1.  BASIS OF PRESENTATION

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

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

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

NOTE 2.  TECHNOLOGY COSTS AND RIGHTS

<TABLE>
<CAPTION>

<S>                                                                      <C>
The Company purchased the following on October 13, 2000.
      Working model of computer designed proprietary software "R2R"         $   570,000
      Exclusive ownership and rights to the "R2R"                               870,000
                                                                              ---------
                                                                              1,440,000
This acquisition is reported on the purchase method of accounting.

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

Additional costs incurred from October 13, 2000 To December 31, 2000 are         95,133
                                                                             ----------
Total as of December 31, 2000                                                 1,535,133

Additional costs incurred for the three months ended March 31, 2001             117,252

Additional costs incurred for the three months ended June 30, 2001            1,583,477
                                                                             ----------
Total as of June 30, 2001                                                    $3,235,862
                                                                             ==========

</TABLE>

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.



<PAGE>


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

FORWARD-LOOKING STATEMENTS

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

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

GENERAL

      The report of the Company's independent certified public accountants on
      their audit of the Company's December 31, 2000 financial statements
      contained uncertainties relating to the Company's ability to continue as a
      going concern. As shown in the accompanying financial statements, the
      Company incurred a loss of $1,361,772 for the six months ended June 30,
      2001, and had a working capital deficiency of $226,632 at June 30, 2001.
      However, total stockholder equity, net of accumulated (deficit) of
      $1,361,772, is $3,608,737. These factors among others raise substantial
      doubt about the Company's ability to continue as a going concern for a
      reasonable period of time. The accompanying financial statements do not
      include any adjustments relating to the outcome of this uncertainty.

      The Company's continuation as a going concern is dependent upon its
      ability to generate sufficient cash flow to meet its obligations on a
      timely basis. The Company's primary source of liquidity has been from the
      cash generated through the private placement of equity and/or debt
      securities and from advances from its officers and directors. However,
      there can be no assurance that the Company will be successful in achieving
      profitable operations or acquiring additional capital or that such
      capital, if available, will be on terms and conditions acceptable to the
      Company. In addition, arrangements are in place to raise additional equity
      through private placements and equity financing through an equity line of
      credit are moving forward towards completion.



                                       2

<PAGE>

RESULTS OF OPERATIONS

      Operating expenses for the six months ended June 2001 were $1,360,216 and
      $1,339,047, an increase of $21,169 or 1.6%. The Company had no income for
      the six months ended June 30, 2001 and 2000, respectively. Operating loss
      for the six months ended June 30. 2001 and 2000 was ($130,216) and
      ($1,339,047), respectively, an increased loss of $21,169 or 1.6%. Net loss
      was ($1,361,772) for the six months ended June 30, 2001, and ($1,354,484)
      for the six months ended June 30, 2000, an increased loss of ($7,288) or
      0.5%.

      Salaries and wages including related taxes decreased $148,559 or 71.4% in
      the six months ended June 30, 2001, from $356,494 in 2000 to $207,935 in
      2001, as a result of the reduction of employment of executive officers and
      related compensation.

      Legal and professional fees decreased $6,491 or 5.2% in 2001 when compared
      to the six months ended June 30, 2000 from $130,452 to $123,900, primarily
      as a result of expenses associated with the reduction in the engagement of
      outside legal professionals in connection with the preparation of private
      placement offerings.

      The $110,817 of marketing and promotion costs in for the six months ended
      June 30, 2001, relate to the advertising of technology and is an increase
      of $97,244 or 716% over the cost for the six months ended June 30, 2000.

      Travel expense decreased by $58,365 for the six months ended June 30, 2001
      as compared to for the six months ended June 30, 2000 from $64,207 to
      $5,842, as a result of a decrease in executive travel.

      For the six months ended June 30, 2001, rent expense decreased $36,216 or
      73.8% from the six months ended June 30, 2000 primarily due to the closing
      of the corporate offices in Miami, Florida and New York City, and moving
      its offices to Boca Raton, Florida.

      Consulting fees increased $81,300 in the six months ended June 30, 2001,
      compared with the six months ended June 30, 2000 as a result of the
      issuance of common stock as payment for services rendered by a former
      officer and director.

      The cost of stock options and warrants increased by $526,686 relating
      primarily to employment agreements with officers and employees.

LIQUIDITY AND CAPITAL RESOURCES

     For the six months ended June 30, 2001 and 2000, net cash used in operating
      activities was ($1,854,398) and ($507,067), respectively. The increase of
      ($1,347,331) or 265% was primarily attributable to a higher level of
      non-cash charges incurred in the six months ended June 30, 2001, relating
      to the increase in the cost of technology of $1,392,500.

      Net cash provided in investing activities for the six months ended June
      30, 2001, was $1,673,327 compared to net cash used of ($279,257) for the
      six months ended June 30, 2000an increase of $1,952,584 or 700%. This
      increase is due to the issuance of common stock for technology and
      assignment of contract with a combined impact of $1,682,500.



                                        3

<PAGE>


      Net cash provided by financing activities for the six months ended June
      30, 2001 was $168,204, which was comprised of an aggregate of $116,500
      relating to the sale and cancellation of common stock and $51,704 of loans
      and reduction of receivables. As of June 30, 2001, the Company had cash of
      $332 and a working capital deficit of $226,632.

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

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

ITEM  2.   CHANGES IN SECURITIES
--------------------------------

      On February 10, 2001, the Company granted options to four technology
      employees and department heads to purchase an aggregate of 1,100,000
      shares of common stock at an exercise price of $0.01 per share for a
      period ranging from 5-7 years. Inasmuch as the purchasers were employees
      of the Company and had access to relevant information concerning the
      Company, including financial information, the issuance of such securities
      was exempt from the registration requirements of the Securities Act
      pursuant to the exemption set forth in Section 4(2) of such Act and the
      rules and regulations hereunder.

      On April 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 for a period ranging from 7-10 years. 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.

      In April 2001, the Company issued 2,250,000 shares of common stock to Joel
      Brownstein, the former Chief Financial Officer and Director, in connection
      with work performed thereby over two years ago.

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

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




                                       6



<PAGE>


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 8-K
--------------------------------------

           (a.)      Index to Exhibits
                     Exhibits Description of Documents

           (b.)      Reports on Form 8-K.
                     None





















                                        6
<PAGE>




                                   SIGNATURES

                     In accordance with Section 13 or 15 (d) of the Securities
Exchange Act of 1934, FuelNation Inc. has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                             FuelNation  Inc.




DATE:           AUGUST 14, 2001       By:   /S/   CHRISTOPHER SALMONSON
                ---------------           -------------------------------
                                         Christopher Salmonson
                                         Chairman of the Board
                                         Chief Executive Officer and President
                                         (Principal Executive Officer)



DATE:           AUGUST 14, 2001       By:   /S/   JAMES L. WILSON
                ---------------           ---------------------------------
                                         James L. Wilson
                                         Chief Financial Officer
                                         (Principal Financial Officer)






















                                       7