U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

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

For the quarter ended  November 30, 1999
Commission file no.  0-26581

                            DERMATOLOGY SYSTEMS, INC.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

         Florida                                           65-0844181
------------------------------------                   -----------------------
(State or other jurisdiction of                        (I.R.S.Employer
incorporation or organization)                         Identification No.)

222 Lakeview Avenue Suite 113
West Palm Beach, FL                                           33401
------------------------------------------             -----------------------
(Address of principal executive offices)                   (Zip Code)

Issuer's telephone number: (561) 832-5699


Securities to be registered under Section 12(b) of the Act:

     Title of each class                             Names of each exchange
                                                       on which registered
         None
---------------------------------                   ----------------------------

Securities to be registered under Section 12(g) of the Act:

                    Common Stock, $.0001 par value per share
            --------------------------------------------------------
                                (Title of class)

Copies of Communications Sent to:
                              Donald F. Mintmire
                              Mintmire & Associates
                              265 Sunrise Avenue, Suite 204
                              Palm Beach, FL 33480
                              Tel.: (561) 832-5696 - Fax: (561) 659-5371


<PAGE>




     Indicate by 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 periods 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
                                           ---         ---

     As of November 30, 1999,  there are 2,000,000 shares of voting stock of the
registrant issued and outstanding.




<PAGE>



PART I

Item 1.           Financial Statements








                          INDEX TO FINANCIAL STATEMENTS



Balance Sheets...............................................................F-2

Statements of Operations.....................................................F-3

Statements of Changes in Stockholders' Equity................................F-4

Statements of Cash Flows.....................................................F-5

Notes to Financial Statements................................................F-6






























<PAGE>


<TABLE>
<CAPTION>
                            Dermatology Systems, Inc.
                        (A Development Stage Enterprise)
                                 Balance Sheets


                                                           November 30, 1999    February 28, 1999
                                                          --------------------  ------------------
                                ASSETS                        (unaudited)
<S>                                                       <C>                   <C>
CURRENT ASSETS
   Cash                                                   $             37,401  $           43,832
                                                          --------------------  ------------------

     Total current assets                                               37,401              43,832
                                                          --------------------  ------------------

Total Assets                                              $             37,401  $           43,832
                                                          ====================  ==================

         LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accrued expenses                                       $                  0  $            4,500
   Accrued expenses - related party                                      3,123               3,123
                                                          --------------------  ------------------

     Total current liabilities                                           3,123               7,623
                                                          --------------------  ------------------

Total Liabilities                                                        3,123               7,623
                                                          --------------------  ------------------

STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, authorized
       10,000,000 shares, none issued                                        0                   0
Common stock, $0.0001 par value, authorized
       50,000,000 shares: 2,000,000
       issued and outstanding                                              200                 200
Additional paid-in capital                                              49,900              49,900
Deficit accumulated during the development stage                       (15,822)            (13,891)

                                                          --------------------  ------------------
Total Stockholders' Equity                                              34,278              36,209
                                                          --------------------  ------------------

Total Liabilities and Stockholders' Equity                $             37,401  $           43,832
                                                          ====================  ==================
</TABLE>







    The accompanying notes are an integral part of the financial statements.
                                       F-2




<PAGE>





<TABLE>
<CAPTION>
                            Dermatology Systems, Inc.
                        (A Development Stage Enterprise)
                            Statements of Operations
                                   (Unaudited)



                                                    For the Nine Months    From May 21, 1998     From May 21, 1998
                                                           Ended          (Inception) Through   (Inception) Through
                                                     November 30, 1999     November 30, 1998     November 30, 1999
                                                   --------------------- --------------------- ----------------------
<S>                                                <C>                   <C>                   <C>
Revenues                                           $                   0 $                   0 $                    0
                                                   --------------------- --------------------- ----------------------

Expenses

    General and administrative expenses                              115                 1,157                  1,906
    Consulting fees - related party                                    0                   100                    100
    Professional fees                                              1,816                 4,500                 10,816
    Professional fees - related party                                  0                     0                  3,000
                                                   --------------------- --------------------- ----------------------

Total expenses                                                     1,931                 5,757                 15,822
                                                   --------------------- --------------------- ----------------------

Net loss                                           $              (1,931)$              (5,757)$              (15,822)
                                                   ===================== ===================== ======================

Net loss per weighted average share, basic         $                (.00)$                (.00)$                 (.00)



                                                   ===================== ===================== ======================

Weighted average number of shares                              2,000,000             1,930,482              1,975,955
                                                   ===================== ===================== ======================
</TABLE>













    The accompanying notes are an integral part of the financial statements.
                                       F-3











<PAGE>




<TABLE>
<CAPTION>
                            Dermatology Systems, Inc.
                        (A Development Stage Enterprise)
                     Statements of Changes in Stockholders'
                   Equity Period from May 21, 1998 (Inception)
                            through November 30, 1999





                                                                                       Deficit
                                                                                     Accumulated
                                                                       Additional     During the         Total
                                                Number of    Common     Paid-in      Development     Stockholders'
                                                  Shares      Stock     Capital         Stage            Equity
                                               ------------ --------- ------------ ---------------- ----------------
<S>                                            <C>          <C>       <C>          <C>              <C>
BEGINNING BALANCE,
   May 21, 1998 (inception)                               0 $       0 $          0 $              0 $              0
   May 1998 - services ($0.0001/sh)               1,000,000       100            0                0              100
   May 1998 - cash ($0.05/sh)                       565,000        57       28,193                0           28,250
   June 1998 - cash ($0.05/sh)                      371,000        37       18,513                0           18,550
   July 1998 - cash ($0.05/sh)                        4,000         0          200                0              200
   September 1998 - cash ($0.05/sh)                  60,000         6        2,994                0            3,000

Net loss                                                  0         0            0          (13,891)         (13,891)
                                               ------------ --------- ------------ ---------------- ----------------

BALANCE, February 28, 1999                        2,000,000 $     200 $     49,900 $        (13,891)$         36,209
                                               ------------ --------- ------------ ---------------- ----------------

Net loss                                                  0         0            0           (1,931)          (1,931)
                                               ------------ --------- ------------ ---------------- ----------------

BALANCE, November 30, 1999 (Unaudited)            2,000,000 $     200 $     49,900 $        (15,822)$         34,278
                                               ============ ========= ============ ================ ================
</TABLE>








    The accompanying notes are an integral part of the financial statements.
                                       F-4




<PAGE>



<TABLE>
<CAPTION>
                            Dermatology Systems, Inc.
                        (A Development Stage Enterprise)
                            Statements of Cash Flows
                                   (Unaudited)



                                                               For the Nine Months    From May 21,1998      From May 21, 1998
                                                                      Ended          (Inception) Through   (Inception) Through
                                                                November 30, 1999     November 30, 1998     November 30, 1999
                                                               -------------------- --------------------- ----------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                            <C>                  <C>                   <C>

  Net loss                                                     $             (1,931)$              (5,757)$              (15,822)
  Adjustments to reconcile net loss to net cash used by
    operating activities:
       Stock issued for services - related party                                  0                   100                    100
  Changes in operating assets and liabilities:
       (Decrease) Increase in accrued expenses                               (4,500)                4,500                      0
       Decrease in accrued expenses - related party                               0                     0                 (3,123)
                                                               -------------------- --------------------- ----------------------

Net cash used by operating activities                                        (6,431)               (1,157)               (12,599)
                                                               -------------------- --------------------- ----------------------

CASH FLOW FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                       0                50,000                 50,000
                                                               -------------------- --------------------- ----------------------

Net cash provided by financing activities                                         0                50,000                 50,000
                                                               -------------------- --------------------- ----------------------

Net increase (decrease) in cash                                              (6,431)               48,843                 42,278

CASH, beginning of period                                                    43,832                     0                      0
                                                               -------------------- --------------------- ----------------------

CASH, end of period                                            $             37,401 $              48,843 $               37,401
                                                               ==================== ===================== ======================
</TABLE>






    The accompanying notes are an integral part of the financial statements.
                                       F-5





<PAGE>



                            Dermatology Systems, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                  (Information with respect to the nine months
                     ended November 30, 1999 is unaudited)

(1) Summary of Significant Accounting Principles
      TheCompany Dermatology  Systems,  Inc. is a Florida chartered  development
         stage corporation which conducts business from its headquarters in West
         Palm Beach,  Florida. The Company was incorporated on May 21, 1998, and
         has elected February 28 as its fiscal year end.

         The  Company  has not  yet  engaged  in its  expected  operations.  The
         Company's future  operations will be to provide certain  treatments for
         skin diseases. Current activities include raising additional equity and
         negotiating  with potential key personnel and  facilities.  There is no
         assurance  that any  benefit  will  result  from such  activities.  The
         Company will not receive any operating  revenues until the commencement
         of operations,  but will nevertheless  continue to incur expenses until
         then.

         The  financial   statements  have  been  prepared  in  conformity  with
         generally accepted accounting principles.  The financial statements for
         the nine months ended November 30, 1999 and for the period from May 21,
         1998  (Inception)  through  November 30, 1998  include all  adjustments
         which in the opinion of management are necessary for fair presentation,
         and such adjustments are of a normal and recurring nature. In preparing
         the financial statements,  management is required to make estimates and
         assumptions  that affect the reported amounts of assets and liabilities
         as of the date of the  statements  of financial  condition and revenues
         and  expenses  for the period  then  ended.  Actual  results may differ
         significantly from those estimates.

         The following  summarize the more significant  accounting and reporting
policies and practices of the Company:

         a) Start-up costs Costs of start-up activities,  including organization
         costs,  are  expensed as  incurred,  in  accordance  with  Statement of
         Position (SOP) 98-5.

         b) Net loss per share  Basic  net loss per  weighted  average  share is
         computed by dividing  the net loss by the  weighted  average  number of
         common shares outstanding during the period.

              c) Stock  compensation  for services  rendered The Company  issues
         shares of common stock in exchange for services rendered . The costs of
         the services are valued  according  to  generally  accepted  accounting
         principles and have been charged to operations.

(2)      Stockholders'  Equity The Company has authorized  50,000,000  shares of
         $0.0001 par value common stock,  and  10,000,000  shares of $0.0001 par
         value preferred stock. Rights and privileges of the preferred stock are
         to be  determined by the Board of Directors  prior to issuance.  On May
         21, 1998, the Company issued a total of 1,000,000  restricted shares to
         its  President  and  Treasurer  for the value of  services  rendered in
         connection  with the  organization  of the  Company.  In May 1998,  the
         Company  sold 565,000  shares of common  stock for $28,250 in cash.  In
         June 1998,  the Company sold 371,000 shares of common stock for cash of
         $18,550.  In July 1998,  the Company  sold 4,000 shares of common stock
         for cash of $200. In September  1998, the Company sold 60,000 shares of
         common stock for cash of $3,000.

(3)      Income Taxes Deferred income taxes  (benefits) are provided for certain
         income and expenses which are  recognized in different  periods for tax
         and financial  reporting  purposes.  The Company has net operating loss
         carry-forwards  for  income  tax  purposes  of  $15,822,  with  $13,891
         expiring in 2019, and $1,931, expiring in 2020.

         The amount  recorded as deferred  tax assets as of November 30, 1999 is
         approximately $3,100, which represents the amount of tax benefit of the
         loss  carryforward.  The  Company  has  established  a  100%  valuation
         allowance  against  this  deferred  tax asset,  as the  Company  has no
         history of profitable operations.
                                       F-6


<PAGE>



                            Dermatology Systems, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements


(4)      Going Concern The accompanying  financial statements have been prepared
         assuming  that  the  Company  will  continue  as a going  concern.  The
         Company's  financial  position and operating  results raise substantial
         doubt about its ability to continue as a going concern, as reflected by
         the net  loss of  $15,822  accumulated  from May 21,  1998  (inception)
         through  November 30, 1999. The ability of the Company to continue as a
         going concern is dependent upon commencement of operations,  developing
         sales, and obtaining  additional  capital and financing.  The financial
         statements  do not include any  adjustments  that might be necessary if
         the Company is unable to continue  as a going  concern.  The Company is
         currently seeking  additional  capital to allow it to begin its planned
         operations.

(5)      Related parties Counsel to the Company indirectly owns 80,000 shares of
         the  Company's  common stock  through the sole  ownership of the common
         stock of another company which invested in the Company. Also, counsel's
         adult son owns 80,000 shares in the Company.  The  Company's  president
         owns a 42.5% interest in the Company, consisting of 850,000 shares, and
         the treasurer owns a 7.5% interest, consisting in 150,000 shares.

         During the period since  inception,  the Company incurred certain legal
         and  consulting  fees from  related  parties,  in the amount of $3,100.
         Professional  services  rendered  by the  Company's  legal  counsel and
         shareholder  amounted to $3,000 and is presented in Professional fees -
         related party.  Consulting services rendered by the Company's secretary
         and treasurer  amounted to $100 and is presented in  Consulting  fees -
         related  party.  Legal counsel paid certain  miscellaneous  expenses on
         behalf of the Company,  amounting to $123.  Unpaid  amounts at November
         30,  1999 are $3,123 and are  presented  in Accrued  expenses - related
         party.







                                       F-7






<PAGE>




Item 2. Management's Discussion and Analysis or Plan of Operation.

Plan of Operations

         Since its inception,  the Company has conducted no business  operations
except for  organizational and capital raising  activities.  For the period from
inception  (May 21, 1998) through  November 30, 1999,  the Company had no income
from operations and operating expenses  aggregating of $15,822,  and a loss from
operations.  The Company proposes to profitably  participate in the recent trend
in the medical/cosmetic removal of blemishes through the use of laser technology
and,  specifically through the application of Photo Therapy Resonancy technology
(otherwise referred to as "PTR").

         Dr. Pierre  Haouzi,  61 years old, is a graduate of the Paris School of
Medicine,  specializing in Biology and is Licensed to practice general medicine.
He has a specialty in Sports Medicine and Traumatology and in 1979 was certified
by the Country of France.  Dr. Haouzi has testified numerous times in court as a
medical expert. He also holds a certification in Homeopathy and Accupuncture. In
June 1995 Dr. Haouzi resigned his position managing retirement homes and private
clinics.  In 1996 he assumed  the  position  of Medical  Director of Lasertec of
France's research and development of laser therapy for the specialized treatment
of cancer.  Dr. Pierre  Haouzi is associated  with all of the key leaders in the
medical industry specializing in Dermatology.  His networking power will connect
the Company with all the current  industry issues and procedures.  Dr. Haouzi is
developing  the sales of this medical laser  technology  for the Company for the
following, among other, reasons: (i) because of his belief that a public company
could  exploit his  talents,  services  and business  reputation  to  commercial
advantage and (ii) to observe  directly  whether the  perceived  advantages of a
public  company,  including,  among  others,  greater  ease in raising  capital,
liquidity of securities holdings and availability of current public information,
would  translate  into  greater  profitability  for a public,  as  compared to a
locally-owned company.

         Dr. Haouzi has applied  portions of his training to his recent research
and development of laser technology therapy.  While the research and development
has been focused on specialized treatment of cancer and many benefits from laser
application have been discovered,  refined and applied to the areas in which the
Company will market its services.  Dr. Haouzi has been  authorized and permitted
to  develop  this  additional  technology  while  engaged  in his  research  and
development  for the  specialized  treatment  of  cancer.  Such  forms of cancer
researched to which PTR  technology  may apply  includes  cancer of the bladder,
skin cancer and cancer of the vocal  chords.  In some respects the areas overlap
and the  cancer  research  has  developed  new  methods of  treatment  and laser
application for the areas in which the Company will engage.  Dr. Haouzi has been
a key  researcher  for  Lasertec of France,  was  authorized  and  permitted  by
Lasertec of France to develop additional  technology while doing cancer research
and  has a  verbal  commitment  from  Lasertec  of  France  which  owns  the PTR
technology  that  he is  permitted  to  utilize  such  technologies  in his  own
business.  The specific terms of the license is under discussion and the Company
expects a written  agreement  with  respect to the  technology  in the very near
future.

          Dr.  Haouzi,  at  least  initially, will  be  solely  responsible  for
developing DSI's medical laser sales business.  However,  at such time, if ever,
as sufficient operating capital becomes available, management  expects to employ


<PAGE>



additional staffing and marketing personnel. In addition, the Company expects to
continuously engage in market research in order to monitor new market trends and
other critical information deemed relevant to DSI's business.

         In addition, at least initially,  the Company intends to operate out of
an office  provided by Dr.  Haouzi.  Thus, it is not  anticipated  that DSI will
lease or purchase office space or computer equipment in the foreseeable  future.
DSI may in the future  establish  its own  facilities  and/or  acquire  computer
equipment if the necessary  capital becomes  available;  however,  the Company's
financial  condition does not permit  management to consider the  acquisition of
office space or equipment at this time.

Financial Condition, Capital Resources and Liquidity

         At November  30,  1999,  the Company  had assets  totaling  $37,401 and
liabilities  of $3,123  attributable  to accrued  legal  expenses,  organization
expenses and professional fees. Since the Company's  inception,  it has received
$50,000 in cash  contributed  as  consideration  for the  issuance  of shares of
Common Stock.

  DSI's working capital is presently  minimal and there can be no assurance that
the  Company's  financial  condition  will  improve.  The Company is expected to
continue  to have  minimal  working  capital or a working  capital  deficit as a
result of current liabilities.  In May, 1998, the Company sold 565,000 shares of
common stock for $28,250 in cash. In June, 1998, the Company sold 371,000 shares
of common stock for $18,550 in cash. The Company, in July, 1998, sold a total of
4,000  shares  of  common  stock for $200 in cash.  Then in  September  1998 the
Company  sold  60,000  shares of common  stock for $3,000 in cash.  Even  though
management believes,  without assurance,  that it will obtain sufficient capital
with which to implement its business plan on a limited scale, the Company is not
expected to continue in  operation  without an infusion of capital.  In order to
obtain  additional  equity  financing,  management may be required to dilute the
interest  of  existing  shareholders  or forego a  substantial  interest  of its
revenues, if any.

         The Company has no potential capital resources from any outside sources
at the current time. In its initial  phase,  the Company will operate out of the
facility  provided by Dr. Haouzi.  Dr. Haouzi will begin by finding  clients for
the Company and  instructing Mr. Hileman in the operation of medical laser sales
business.  To attract  clients,  Dr. Haouzi and Mr. Hileman will visit potential
clients in order to determine their needs. The Company will place advertising in
local area  newspapers  in Palm Beach  County to  directly  solicit  prospective
clients  and  to  brand-name  awareness.  In  the  event  the  Company  requires
additional  capital  during this phase,  Dr.  Haouzi has  committed  to fund the
operation until such time as additional capital is available.

         The ability of the Company to continue as a going  concern is dependent
upon its ability to obtain a licensing  arrangement with the manufacturer of PTR
medical  lasers and then  finding  clients  who will  purchase  it. The  Company
believes that in order to be able to expand its initial operations, it must rent
offices in Palm Beach County,  hire clerical staff and acquire through  purchase
or lease computer and office equipment to maintain accurate financial accounting
and client data.  The Company  believes  that there is adequate  and  affordable
rental space available in Palm Beach County and sufficiently  trained  personnel
to provide such clerical  services at  affordable  rates.  Further,  the Company



<PAGE>



believes  that the type of  equipment  necessary  for the  operation  is readily
accessible at competitive rates.

 Net Operating Losses

         The Company has net operating loss  carry-forwards  of $15,822 expiring
in 2019,  $1,931,  expiring in 2020. The company has a $3,100 deferred tax asset
resulting  from the loss  carry-forwards,  for which it has  established  a 100%
valuation  allowance.  Until the Company's  current  operations begin to produce
earnings,  it  unclear  as to  the  ability  of  the  Company  to  utilize  such
carry-forwards.

Year 2000 Compliance

         The Year 2000 issue is the result of potential  problems  with computer
systems or any equipment  with computer  chips that use dates where the date has
been stored as just two digits (e.g. 98 for 1998). On January 1, 2000, any clock
or date recording  mechanism  including date sensitive  software which uses only
two digits to represent  the year,  may  recognize the date using 00 as the year
1900  rather  than the year  2000.  This  could  result in a system  failure  or
miscalculations causing disruption of operations,  including among other things,
a temporary  inability  to process  transactions,  send  invoices,  or engage in
similar activities.

         The Company did not experience a materially  negative impact during the
Year 2000 date  switch-over  and it has  determined  that  there will be minimal
impact if any to its business,  operations or financial  condition  since all of
the internal  software to be  developed  and utilized by the Company will be and
has been upgraded to support Year 2000 versions.

         There can be no assurance, however, that the systems of other companies
on which the Company's systems may have to rely also will be timely converted or
that any such  failure to convert by another  company  would not have an adverse
affect on the  Company's  systems.  Currently the Company does not rely on other
systems  that might have an adverse  affect on any Company  systems and does not
anticipate any such reliance in the near future.

Forward-Looking Statements

         This Form  10-QSB  includes  "forward-looking  statements"  within  the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities  Exchange Act of 1934, as amended.  All statements,  other
than  statements of historical  facts,  included or incorporated by reference in
this Form 10-QSB which  address  activities,  events or  developments  which the
Company expects or anticipates  will or may occur in the future,  including such
things as future capital expenditures (including the amount and nature thereof),
business   strategy,   expansion  and  growth  of  the  Company's  business  and
operations,  and  other  such  matters  are  forward-looking  statements.  These
statements are based on certain  assumptions and analyses made by the Company in
light  of its  experience  and its  perception  of  historical  trends,  current
conditions and expected future developments as well as other factors it believes
are  appropriate  in the  circumstances.  However,  whether  actual  results  or
developments  will conform with the Company's  expectations  and  predictions is
subject  to a number of risks and  uncertainties,  general  economic  market and



<PAGE>



business  conditions;  the business  opportunities (or lack thereof) that may be
presented  to and pursued by the  Company;  changes in laws or  regulation;  and
other   factors,   most  of  which  are  beyond  the  control  of  the  Company.
Consequently, all of the forward-looking statements made in this Form 10-QSB are
qualified by these cautionary  statements and there can be no assurance that the
actual results or  developments  anticipated by the Company will be realized or,
even if substantially  realized, that they will have the expected consequence to
or effects on the Company or its business or operations.  The Company assumes no
obligations  to update  any such  forward-looking  statements.  The Safe  Harbor
provisions  referred to herein do not apply to the Company  until the Company is
subject to the reporting  requirements  of Section 13(a) or Section 15(d) of the
Exchange Act.


PART II

Item 1.           Legal Proceedings.

     The  Company  knows  of no legal  proceedings  to which it is a party or to
which any of its  property  is the  subject  which are  pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.

Item 2.           Changes in Securities and Use of Proceeds

         None

Item 3.           Defaults in Senior Securities

         None

Item 4.           Submission of Matters to a Vote of Security Holders.

         No matter was submitted  during the quarter  ending  November 30, 1999,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.

Item 5.           Other Information

         None

Item 6.           Exhibits and Reports on Form 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
         S-B, as described in the following index of exhibits,  are incorporated
         herein by reference, as follows:





<PAGE>



Exhibit No.     Description
---------------    -------------------------------------------------------
3(i).1            Articles of Incorporation of DSI filed May 21, 1998(1)

3(ii).1           By-laws (1)

27       *        Financial Data Schedule

----------------

(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10-SB. and subsequent amendments filed thereto.

*    Filed herewith

     (b) No Reports on Form 8-K were filed during the quarter ended November 30,
1999.


                                   SIGNATURES
                                   ----------

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
hereunto duly authorized.

                         DERMATOLOGY SYSTEMS, INC..

     Date                Signature
     ----                ---------

 January 13, 2000        By:/s/ Dr.  Pierre Haouzi
                            -----------------------
                         Dr. Pierre Haouzi, President and Director