U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB A AMENDMENT NO. 2 Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: March 31, 2001 Commission File Number: 1-12350 FUELNATION INC. --------------- (Exact name of small business issuer as specified in its charter) Florida ------- (State or other jurisdiction of incorporation or organization) 65-0827283 ---------- (IRS Employer Identification No.) 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 23, 2001 was 158,358,586 shares. PART I ITEM 1. FINANCIAL STATEMENTS. Our unaudited financial statements for the three month period ended March 31, 2001, are attached hereto. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS/PLAN OF OPERATION The following discussion should be read in conjunction with our 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. 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" herein below. 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. 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, 2001 and 2000. Results of Operations Comparison of Results of Operations for the three month periods ended March 31, 2001 and 2000 We generated no revenues during the three month periods ended March 31, 2001 and 2000 and it is not anticipated that we will be able to generate any revenues in the foreseeable future unless and until we begin marketing our technology or otherwise acquire an existing entity which generates revenues and profits. 2 Total operating expenses were $12,610,902 for the three months ended March 31, 2001, compared to$10,000 for the three months ended March 31, 2000. The expenses incurred during the three month period ended March 31, 2001 arose primarily from salaries and wages ($92,836), professional and consulting fees ($135,317), non-cash consulting fees ($12,185,880) and other general and administrative expenses ($121,151). These expenses increased in 2001 over the same period in 2000, as a result of employment of executive officers and technical staff to support the related technology, expenses associated with the engagement of outside professionals to assist the Company in connection with preparing private placement offerings and continued expansion of overall operations. As a result, we incurred a net loss of $12,612,210 for the three months ended March 31, 2001. We had working capital of $38,043 as of March 31, 2001 and a deficit accumulated during our development stage thus far of approximately $13.8 million as of March 31, 2001. 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. 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 by raising additional equity through private placements and equity financing through an equity line of credit. However, there can be no assurances that the Company will be successful in acquiring additional capital or that such capital, if available, will be on terms and conditions acceptable to the Company. 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 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. 3 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; - 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 4 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. 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 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. 5 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. Liquidity and Capital Resources At March 31, 2001, we had $15,597 in cash and working capital of $38,043. For the three month period ended March 31, 2001, net cash provided by operating activities was $5,959. This was primarily attributable to a net loss for the period of $12,612,210 and offset by increase of payables of $ 423,794, non cash expense of $12,185,880 arising from an option granted to purchase shares of our common stock for consulting services and common stock shares pledged through the Company's CEO to be issued for various consulting fees. 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, 2001 cash provided by financing activities was $126,500 which comprised of the sale of common stock in private placements pursuant to Regulation D Offering. 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. In March 2001, the Company signed a placement agent's retention agreement with Westminster Securities Corporation, 100 Park Avenue, New York, for an Underwritten Offering of up to $100,000,000 to be arranged through one of its institutional clients. The offering when committed to, would have a term of 24 months from the date of the Registration Statement, and would provide for monthly draw-downs. Warrants would be issued to the purchaser numbering 4% of the commitment amount, in addition to other terms, conditions, and Underwriter's requirements. Once the transaction is consummated and is funding, the Company would compensate Westminster Securities Corporation under terms and conditions that are typical and customary for such transactions 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 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. 6 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, 2001. ITEM 2. CHANGES IN SECURITIES. In April 2001, the Company granted options to four technology employees and department heads to purchase an aggregate of 1,400,444 shares of common stock at an exercise price of $0.01 per share. Inasmuch as the purchasers were employees of the Company and had access to relevant information concerning the Company, including financial information, the issuance of such securities was exempt from the registration requirements of the Securities Act pursuant to the exemption set forth in Section 4(2) of such Act and the rules and regulations hereunder. In April 2001, the Company granted options to the Chief Executive Officer to purchase 14,380,239 shares of common stock at an exercise price of $0.01 per share. Inasmuch as the purchaser was a officer 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 ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - NONE ITEM 5. OTHER INFORMATION - NONE ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - (a) Exhibits - none (b) Reports on Form 8-K (i) Form 8-K : Changes to the Board of Directors, earliest event date, March 1st, 2001 (ii) Form 8-K : Change of Certified Public Accounting firm, earliest event date, April 25th, 2001. (iii) Form 8-K : Regulation-D Private Placement Offering termination 7 FUELNATION INC. (A Development Stage Company) (Formerly Regenesis Holdings, Inc.) CONDENSED BALANCE SHEET MARCH 31, 2001 (Unaudited) ASSETS ------ CURRENT ASSETS: Cash $ 15,597 Due from Escrow Accounts 435,470 Inventory 555,556 Other Assets 43,798 ------------ Total Current Assets 1,050,421 ------------ FIXED ASSETS: Office Equipment and Computer Systems, net of accumulated depreciation of $34,914 201,301 ------------ OTHER ASSETS: Investments 403,886 Technology 669,921 ------------ Total Other Assets 1,073,807 ------------ Total Assets $ 2,325,529 ============ LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts Payable $ 696,059 Accrued Liabilities 159,780 Payroll and Taxes Payable 193,527 Other Payables 149,500 ------------ Total Current Liabilities 1,198,866 ------------ STOCKHOLDERS' EQUITY: Preferred Stock, $.01 Par Value, 20,000,000 shares authorized; none issued and outstanding -- Common Stock, $.01 Par Value, 350,000,000 shares authorized; 155,059,607 issued and outstanding 1,550,597 Additional Paid-In Capital 13,580,015 Due from Officers and Stockholders (186,488) (Deficit) Accumulated in the Development Stage (13,817,461) ------------ Total Stockholders' Equity 1,126,663 ------------ Total Liabilities and Stockholders' Equity $ 2,325,529 ============ See Accompanying Notes 8 FuelNation Inc. (A Development Stage Company) (Formerly Regenesis Holdings, Inc.) CONDENSED STATEMENTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (Unaudited) Accumulative in the Development 2001 2000 Stage ------------- ------------- ------------- Revenue $ -- $ -- $ -- ------------- ------------- ------------- Operating Expenses: Salaries and wages including related taxes 92,836 -- 283,377 Legal and professional 135,317 -- 528,722 Marketing and promotion 41,880 -- 255,123 Rent -related party 6,413 -- 12,826 Depreciation and amortization 27,425 -- 50,701 Other general and administrative expenses 121,151 -- 268,362 Research and development cost -- 10,000 10,000 Consulting fees - related party -- -- 221,162 Non - cash consulting fees 9,200,880 -- 9,200,880 Non - cash consulting fees - related party 2,985,000 -- 2,985,000 ------------- ------------- ------------- Total Operating Expenses 12,610,902 10,000 13,816,153 ------------- ------------- ------------- Operating Loss (12,610,902) (10,000) (13,816,153) Other Income (Expenses): Interest expense (1,308) -- (1,308) ------------- ------------- ------------- Total other income (expenses), net (1,308) -- (1,308) ------------- ------------- ------------- Net (Loss) $ (12,612,210) $ (10,000) $ (13,817,461) ============= ============= ============= Basic and Diluted Net Loss per Common Share $ (0.08) $ (0.00) ============= ============= Basic and Diluted Weighted Average Common Shares Outstanding 154,967,155 144,000,000 ============= ============= See Accompanying Notes 9 FUELNATION INC. (A Development Stage Company) (Formerly Regenesis Holdings, Inc) CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (Unaudited) Accumulative in the Development 2001 2000 Stage ------------ ------------ ------------ Cash Flows from Operating Activities: Net loss $(12,612,210) $ (10,000) $(13,817,461) Adjustments to reconcile net loss to net cash provided by used in operating activities: Depreciation 27,425 -- 50,701 Non - cash consulting fees 9,200,880 -- 9,200,880 Non - cash consulting fees - related party 2,985,000 -- 2,985,000 Research and development for common stock 10,000 10,000 Changes in assets and liabilities: [Increase] Decrease in: Inventory (1,933) -- (555,556) Other (3,383) -- (479,268) Due from affiliates (13,614) -- (186,488) Increase [Decrease] in: Accounts payable 320,654 -- 864,484 Accrued liabilities 35,413 -- 159,780 Payroll and taxes payable 67,727 -- 193,527 ------------ ------------ ------------ Net cash provided by (used) in operating activities 5,959 -- (1,574,401) ------------ ------------ ------------ Cash Flows from Investing Activities: Payments for fixed assets (3,460) -- (236,215) Payments for technology (126,600) -- (685,705) Advances towards pending acquisitions -- -- (403,886) ------------ ------------ ------------ Net cash provided by (used in) investing activities (130,060) -- (1,325,806) ------------ ------------ ------------ Cash Flows from Financing Activities: Net proceeds from issuance of common stock 126,500 -- 3,271,608 Payment of loans payable -- -- (100,000) Debt restructuring -- -- (255,804) ------------ ------------ ------------ Net cash provided by financing activities 126,500 -- 2,915,804 ------------ ------------ ------------ Net Increase in Cash 2,399 -- 15,597 Cash, Beginning of period 13,198 -- -- ------------ ------------ ------------ Cash, End of period $ 15,597 $ -- $ 15,597 ============ ============ ============ 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: Issuance of stock options to purchase 1,500,000 shares of common stock in connection with consulting fees $ 2,985,000 ============ The Company, through its CEO, pledged shares of common stock to be issued for various consulting services. The Company recorded a non-cash charge to expense of $ 9,200,880 which was equal to the fair value of such shares at the time they were pledged. Such shares were not issued as of March 31,2001 and the total amount of $ 9,200,880 was credited to additional paid-in capital. See Accompanying Notes 10 FUELNATION INC. (A Development Stage Company) (Formerly Regenesis Holdings, Inc.) March 31, 2001 (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, 2000. 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 capital deficiency of approximately $13.8 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, 2000 Form 10-KSB A-3. Note 3. Advances - Related Parties During the three months ended March 31, 2001 the Company advanced $ 14,614 to an officer of the Company. At March 31, 2001, the Company had a balance due from related parties of $186,488. Currently, there are no interest repayment terms for the debt and it is treated as if due on demand. Note 4. Capitalized Technology Costs During the three months ended March 31, 2001 the Company capitalized $126,600 of technology costs. Note 5. Stockholders' Equity - Issuance of Common Stock In January 2001, the Company issued 23,075 shares pursuant to Rule 506, Regulation D under the Securities Act of 1933, as amended, at $.65 per share. The Company received net proceeds of $ 15,000. In March 2001, the Company sold 101,500 shares of common stock at $1. 00 per share pursuant to an additional Regulation D offering. Note 6. Stock Options and Stock Issuance In February 2001, the Company issued options to purchase 1,500,000 shares of common stock at an exercise price of $.01 per share to a related party for consulting services. The Company incurred a non-cash charge to operations of $2,985,000, the fair value at date of grant, related to these options. As of the date of this report 1,500,000 non-employee options were exercised. 11 FUELNATION INC. (A Development Stage Company) (Formerly Regenesis Holdings, Inc.) March 31, 2001 (Unaudited) The Company through its CEO, pledged shares of common stock to be issued for various consulting services. The Company recorded a non-cash charge to expense of $9,200,880 which was equal to the fair value of such shares at the time they were pledged. Such shares were not issued as of March 31, 2001 and the total amount of $9,200,880 was credited to additional paid-in capital Note 7. Subsequent Events On April 15, 2001 the Company considered and approved to issue Joel Brownstein, former officer and Board of Director, 2,000,000 shares of restricted shares of stock. This is in consideration for the past efforts he has done for and in behalf of the Company. This is not recognized in the financial statements as of March 31, 2001 as it was not accruable at March 31, 2001. Nor is it in the basic or dilutive loss per share as it would be anti-dilutive. During April, 2001 one officer and two members of the board of directors were appointed. Item 1. 12 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: _________________ By: /s/ CHRISTOPHER R. SALMONSON ------------------------------------- Christopher R. Salmonson, President 13