SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FuelNation Inc.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
37245M207
(CUSIP Number)
Triad Petroleum, LLC
1700 North Dixie Highway
Suite 125
Boca Raton, Florida 33432
1-561-391-5883
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
with a copy to:
Howard Sobel, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue, New York, NY 10022
(212) 715-9100
November 21, 2000
(Date of Event which Requires Filing
of this Amendment)
If the filing person has previously filed a Amendment on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) OR 13d-1(g), check the following
box: |_|
Page 1 of 10 Pages
Exhibit Index appears on page 8
<PAGE>
13D Page 2 of 10 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Triad Petroleum, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO (see Item 3)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |-|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 13,000,000
REPORTING -------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-------------------------------------------
10 SHARED DISPOSITIVE POWER
13,000,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,000,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
<PAGE>
13D Page 3 of 10 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FuelAmerica, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO (see Item 3)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 78,000,000
REPORTING -------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-------------------------------------------
10 SHARED DISPOSITIVE POWER
78,000,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,000,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
-2-
<PAGE>
13D Page 4 of 10 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christopher R. Salmonson
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
IN (see Item 3)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 65,000,000
BENEFICIALLY -------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 13,000,000
REPORTING -------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 65,000,000
-------------------------------------------
10 SHARED DISPOSITIVE POWER
13,000,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,000,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
-3-
<PAGE>
13D Page 5 of 10 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rapture Holdings, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO (see Item 3)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 78,000,000
REPORTING -------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-------------------------------------------
10 SHARED DISPOSITIVE POWER
78,000,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,000,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
-4-
<PAGE>
13D Page 6 of 10 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert L. Simmons
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO (see Item 3)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 65,000,000
BENEFICIALLY -------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 13,000,000
REPORTING -------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 65,000,000
-------------------------------------------
10 SHARED DISPOSITIVE POWER
13,000,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,000,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
-5-
<PAGE>
Schedule 13D
On November 21, 2000, the Reporting Persons (as defined below)
re-allocated amongst themselves certain issuer common stock beneficially owned
by them in an inter-affiliate transfer and additionally distributed 1,000,000
shares of such common stock to their professional advisors. The aggregate
beneficial ownership of the Reporting Persons, taken as a whole, has not changed
as a result of the inter-affiliate transfer. The aggregate beneficial ownership
of the Reporting Persons has changed less than 1% as a result of the
distribution to the professional advisors.
Item 1. Security and Issuer
This Amendment Number 1 (hereinafter, the "Amendment") to a Schedule
13D filed by the Reporting Persons (as defined below) on September 25, 2000
relates to the common stock, par value $.01 per share (the "Common Stock"), of
FuelNation Inc (f/k/a Regenesis Holdings Corp.), a Florida Corporation (the
"Company"). The principal executive office of the Company is located at 1700,
North Dixie Highway, Suite 125, Boca Raton, Florida 33432.
Item 2. Identity and Background.
(a) This Amendment is being filed on behalf: of (i) Triad Petroleum, LLC, a
Florida limited liability company ("Triad"), (ii) Mr. Chris R. Salmonson, an
individual who, jointly with his wife, is the sole interest holder of
FuelAmerica, LLC, a Florida limited liability company ("FuelAmerica"), which
owns 50% of the membership interest in Triad, (iii) FuelAmerica, (iv) Mr. Robert
Simmons, an individual and sole shareholder of Rapture Holdings, Inc., a Florida
corporation ("Rapture") which owns the remaining 50% of the membership interests
in Triad not held by FuelAmerica and (v) Rapture. Triad, Messrs. Simmons and
Salmonson, FuelAmerica and Rapture are collectively referred to in this
Amendment as the "Reporting Persons."
(b) The business address of Triad, FuelAmerica, Mr. Salmonson, Mr. Simmons
and Rapture is c/o Triad Petroleum, LLC, 1700 North Dixie Highway, Suite 125,
Boca Raton, Florida 33432.
(c) This Amendment is filed on behalf of Triad, Mr. Salmonson, FuelAmerica,
Mr. Simmons and Rapture. Mr. Salmonson is a venture capitalist, entrepreneur and
owner of 50% of the membership interests in and an officer of Triad. FuelAmerica
is a Florida limited liability company wholly owned by Mr. Salmonson (jointly
with his wife). Mr. Simmons is a venture capitalist, entrepreneur and owner of
50% of the membership interests in and an officer of Triad. Rapture is a Florida
Corporation wholly owned by Mr. Simmons. The principal business of Triad is the
development of marketing, production and sale of proprietary technology which
allows for the integration of the business operations of wholesale and retail
inventory monitoring and management. See attached Exhibit A which is a copy of
an agreement in writing to file this amendment jointly on behalf of each of
Triad, FuelAmerica, Mr. Salmonson, Mr. Simmons and Rapture.
(d) The Reporting Persons have not, during the five years prior to the date
hereof, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Persons have not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, as a result of which
such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
(f) Messrs. Salmonson and Simmons are citizens of the United States. Triad
and FuelAmerica are limited liability companies organized under the laws of
Florida. Rapture is a Florida corporation.
-6-
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
On October 13, 2000, pursuant to a Share Sale and Contribution
Agreement (the "Agreement") dated as of September 14, 2000, Triad acquired 96%
of the voting equity of the Company through the purchase of a combination of the
Company's common and convertible preferred stock. In consideration thereof,
Triad assigned its exclusive 50 year license and distribution rights under a
Technology License and Marketing Agreement with E-Mation LLC (an affiliate of
Triad) which provides for the exclusive rights to make, market and sell products
and services using E-Mation's proprietary technology which integrates the
business operations for both wholesale distribution and retail sale of fuel.
In connection with the closing of the Triad transaction, the Company
issued to Triad a combination of Common Stock and a newly designated series of
convertible preferred stock, approximating, in the aggregate, 96% of the voting
equity of the Company. In November, 2000, Triad converted its convertible
preferred stock into 50,000,000 shares of Common Stock. The total number of
shares of Common Stock issued to Triad, including the Common Stock issued upon
conversion of the convertible preferred stock, was 144,000,000 shares.
On November 21, 2000, Triad effected a pro rata distribution, without
consideration, of 130,000,000 shares of the Company's Common Stock held by it to
each of FuelAmerica and Rapture (such pro-rata distribution, the
"Re-Allocation").
Item 4. Purpose of Transaction.
The Reporting Persons acquired the shares of Common Stock and Preferred
Stock, reported as beneficially owned by them, in order to acquire a controlling
interest in the Company and as stock-based compensation for the contribution of
the licensing agreement described in Item 3 of this Schedule 13D.
(a) Except as set forth in this Schedule 13D, the Reporting Persons have no
plans to acquire additional securities of the Company
(b) Except as set forth in this Schedule 13D, the Reporting Persons do not
currently have any plans or proposals that are likely to result in a change of
control of the Company.
(c) The Reporting Persons have no plans or proposals relating to the sale of a
material amount of Company assets.
(d) In connection with the completion of the Triad transaction, the Company's
then Chairman of the Board of Directors, Chief Executive Officer and President
and its then Chief Financial Officer, both of whom are Directors of the Company,
agreed to resign their respective positions as officers of the Company.
Following consummation of the share issuances reported on this Schedule 13D, the
Company sought, and obtained, the consent of a majority of the Company's
shareholders (including Triad) (i) increasing the size of the Company's Board of
Directs from the then authorized number of three directors to a Board of
Directors of between three and eleven members as determined from time to time by
resolution of the Board of Directors, (ii) electing certain designees of Triad,
including Mr. Salmonson and Mr. Simmons, to the Board of Directors and (iii)
changing the Company's name to FuelNation, Inc. Additionally all of the
Company's Directors immediately prior to the consummation of the Triad
transaction have agreed, upon the request of Triad, to resign from the Company's
Board of Directors. At present, Triad does not intend to seek such resignations.
(e) Following the consummation of the Triad transaction, the Company sought, and
obtained, the consent of a majority of the Company's shareholders (including
Triad) authorizing an amendment to the Company's Articles of Incorporation
increasing the Company's authorized Common Stock from 100,000,000 to
350,000,000, and increasing the company's authorized preferred stock from
10,000,000 to 15,000,000.
-7-
<PAGE>
Except as disclosed in this Item 4 or elsewhere in this Schedule 13D, the
Reporting Person has no current plans or proposals which relate to or would
result in any event described in subparagraphs (f) through (j) of Item 4 of
Schedule 13D. Triad has indicated that the Company may seek stock-based
acquisitions of assets or other companies in the fuel industry that may bring
value to the Company and its shareholders.
Item 5. Interest in Securities of the Issuer.
(a) As a result of the Re-Allocation: (i) Triad may be deemed to share, with Mr.
Salmonson, FuelNation, Rapture and Mr. Simmons, beneficial ownership of
13,000,000 shares, or 9%, of the Company's Common Stock; (ii) FuelAmerica may be
deemed to share, with Mr. Salmonson, beneficial ownership of 78,000,000 shares,
or 52%, of the Company's Common Stock; (iii) Mr. Salmonson, by virtue of his
status as the sole interest holder of FuelAmerica and as the owner of 50% of the
membership interest in Triad, may be deemed to share, with Mr. Simmons and
Rapture, beneficial ownership of, and voting power over, the 13,000,000 shares
of Common Stock held by Triad and may be deemed to beneficially own, and have
sole voting power over, the 75,000,000 shares, or 43%, of the Company's Common
Stock held by FuelAmerica for an aggregate beneficial ownership of 78,000,000
shares, or 52%, of the Company's Common Stock; (iv) Rapture may be deemed to
share, with Mr. Simmons, beneficial ownership of 78,000,000 shares, or 52%, of
the Company's Common Stock; and (v) Mr. Simmons, by virtue of his status as the
sole shareholder of Rapture and as the owner of 50% of the membership interest
in Triad not held by FuelAmerica, may be deemed to beneficially own, and have
sole voting power over, the 65,000,000 shares, or 43%, of Company Common Stock
held by Rapture, and may be deemed to share, with Mr. Salmonson and FuelAmerica,
beneficial ownership of, and voting power over, the 13,000,000 shares of the
Company's Common Stock held by Triad, for an aggregate beneficial ownership of
78,000,000 shares, or 52%, of Company Common Stock. The Reporting Persons, taken
as a whole, may be deemed to be the beneficial owners of 143,000,000 shares, or
approximately 96%, of the Company's Common Stock.
(b) The sole and shared voting power of the Reporting Persons is set forth
in subsection (a) to this Item 5.
(c) Other than as set forth in this Schedule 13D none.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Securities of the Issuer.
Except as disclosed in this Schedule 13D, the Reporting Persons do not
have any contracts, arrangements, understandings or other relationships with
respect to the securities of the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement of Joint Filing of Schedule 13D dated as of November 21,
2000.
Exhibit B: Share Sale and Contribution Agreement, dated as of September 14,
2000 and related side letter thereto, by and among Regenesis
Holdings, Inc. Russell Adler for Himself and his Nominees and Triad
Petroleum, LLC, filed with the Securities and Exchange Commission on
September 22, 2000 as Exhibit 10.19 to the Company 10Q-SB for the
period ended June 30, 2000 and incorporated herein by this
reference.
-8-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Amendment is true, complete and correct.
Dated: November 21, 2000
/s/ Chris R. Salmonson
------------------------------------
Chris R. Salmonson
/s/
------------------------------------
Robert L. Simmons
Triad Petroleum, LLC
/s/ Triad Petroleum, LLC
------------------------------------
By: Chris R. Salmonson
FuelAmerica, LLC
/s/ FuelAmerica, LLC
-----------------------------------
By: Chris R. Salmonson
Rapture Holdings, Inc.
/s/
-----------------------------------
By:
-9-
<PAGE>
EXHIBIT B
AGREEMENT
JOINT FILING OF AMENDMENT TO SCHEDULE 13D
The undersigned hereby agree jointly to prepare and file
with regulatory authorities this Amendment to Schedule 13D
and any future amendments thereto reporting each of the
undersigned's ownership of securities of Regenesis
Holdings, Inc. and hereby affirm that such Schedule 13D is
being filed on behalf of each of the undersigned.
Dated: September 25, 2000
/s/ Chris R. Salmonson
------------------------------------
Chris R. Salmonson
/s/ Robert Simmons
------------------------------------
Robert Simmons
Triad Petroleum, LLC
/s/ Chris R. Salmonson
------------------------------------
By: Chris R. Salmonson
FuelAmerica, LLC
/s/ Chris R. Salmonson
------------------------------------
By: Chris R. Salmonson
Rapture Holdings, Inc.
/s/ Rapture Holdings, Inc.
------------------------------------
By: Rolbert L. Simmons
-10-
