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, 2000

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, 2000,  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 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,        February 29,
                                                                         2000                2000
                                                                 -------------------- ------------------
                                                                     (unaudited)
<S>                                                              <C>                  <C>
                                     ASSETS
CURRENT ASSETS
   Cash                                                          $             27,045 $           36,900
                                                                 -------------------- ------------------

     Total current assets                                                      27,045             36,900
                                                                 -------------------- ------------------

Total Assets                                                     $             27,045 $           36,900
                                                                 ==================== ==================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accrued expenses                                              $                  0 $            2,000
   Accrued expenses - related party                                             3,000              3,000
                                                                 -------------------- ------------------

     Total current liabilities                                                  3,000              5,000
                                                                 -------------------- ------------------

Total Liabilities                                                               3,000              5,000
                                                                 -------------------- ------------------

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                            200
   shares; 2,000,000 issued and outstanding                                                          200
Additional paid-in capital                                                     49,900             49,900
Deficit accumulated during the development stage                              (26,055)           (18,200)
                                                                 -------------------- ------------------

Total Stockholders' Equity                                                     24,045             31,900
                                                                 -------------------- ------------------

Total Liabilities and Stockholders' Equity                       $             27,045 $           36,900
                                                                 ==================== ==================
</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)


                                                                                                                  Period from
                                                 Three Months Ended                 Nine Months Ended             May 21, 1998
                                                    November 30,                       November 30,               (Inception)
                                           --------------------------------     ---------------------------         through
                                                2000             1999              2000           1999           November 30, 2000
                                           --------------- ----------------     -------------- -------------     ---------------
<S>                                        <C>             <C>                  <C>            <C>               <C>
Revenues                                   $             0 $              0     $            0 $           0     $             0
                                           --------------- ----------------     -------------- -------------     ---------------

Expenses
    General and administrative                          95               95                105           115               2,531
    Consulting fees - related party                      0                0                  0             0                 100
    Consulting fees                                      0                0              2,000             0               4,000
    Professional fees                                1,000              416              5,750         1,816              16,424
    Professional fees - related party                    0                0                  0             0               3,000
                                           --------------- ----------------     -------------- -------------     ---------------

            Total expenses                           1,095              511              7,855         1,931              26,055
                                           --------------- ----------------     -------------- -------------     ---------------

Net loss                                   $        (1,095)$           (511)    $       (7,855)       $(1,931)   $       (26,055)
                                           =============== ================     ============== =============     ===============

Net loss per weighted average share, basic $         (0.01)$          (0.01)    $        (0.01)$      (0.01)
                                           =============== ================     ============== =============

Weighted average number of shares                2,000,000        2,000,000          2,000,000     2,000,000
                                           =============== ================     ============== =============
</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 Stockholders'
                   Equity Period from May 21, 1998 (Inception)
                            through November 30, 2000





                                                                                                   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

Year Ended February 28, 1999:
----------------------------
   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

Year Ended February 29, 2000:
----------------------------

Net loss                                                        0           0               0          (4,309)         (4,309)
                                                    ------------- -----------  -------------- --------------- ---------------

BALANCE, February 29, 2000                              2,000,000         200          49,900         (18,200)         31,900

Nine Months Ended November 30, 2000: (unaudited)
-----------------------------------

Net loss                                                        0           0               0          (7,855)         (7,855)
                                                    ------------- -----------  -------------- --------------- ---------------

ENDING BALANCE, November 30, 2000 (unaudited)           2,000,000 $       200  $       49,900 $       (26,055)$        24,045
                                                    ============= ===========  ============== =============== ===============
</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
                       Nine Months Ended November 30, 2000
                                   (Unaudited)



                                                                                                           Period from
                                                                                                          May 21, 1998
                                                                                                           (Inception)
                                                                                                             through
                                                                    2000               1999             November 30, 2000
                                                                ----------------   ----------------   --------------------
<S>                                                             <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                        $         (7,855)  $         (1,931)  $            (26,055)
Adjustments to reconcile net loss to net cash used by
operating activities:
       Stock issued for services - related party                               0                  0                    100
Changes in operating assets and liabilities:
       Increase (decrease) in accrued expenses                            (2,000)            (4,500)                     0
       Increase (decrease) in accrued expenses - related party                 0                  0                  3,000
                                                                ----------------   ----------------   --------------------

Net cash used by operating activities                                     (9,855)            (6,431)               (22,955)
                                                                ----------------   ----------------   --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
       None                                                                    0                  0                      0
                                                                ----------------   ----------------   --------------------

Net cash used by investing activities                                          0                  0                      0
                                                                ----------------   ----------------   --------------------

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

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

Net increase (decrease) in cash                                           (9,855)            (6,431)                27,045

CASH, beginning of period                                                 36,900             43,832                      0
                                                                ----------------   ----------------   --------------------

CASH, end of period                                             $         27,045   $         37,401   $             27,045
                                                                ================   ================   ====================
</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, 2000 and 1999 is unaudited)


(1) Summary of Significant Accounting Principles
      The  Company 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.  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.

           d) Interim  financial  information  The financial  statements for the
           nine  months  ended  November  30,  2000 and 1999 are  unaudited  and
           include  all  adjustments  which in the  opinion  of  management  are
           necessary for fair presentation, and such adjustments are of a normal
           and  recurring  nature.  The  results  for  the  six  months  are not
           indicative of a full year results.

(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 $26,000,
           with  $13,900  expiring in 2019,  $4,300  expiring in 2020 and $7,800
           expiring in 2021.


                                       F-6

<PAGE>




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


(3)        Income Taxes  (Continued)  The amount recorded as deferred tax assets
           as of November 30, 2000 is approximately $3,900, 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.

(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 $26,000 accumulated from May 21, 1998
           (inception)  through November 30, 2000. 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, 2000 are $3,000 and are  presented in
           Accrued expenses - related party.

                                       F-7

<PAGE>



Item 6. 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 quarter ending
November  30,  2000 and 1999,  the Company  had no income  from  operations  and
accumulated operating expenses of $1,095 and $511 respectively,  and losses from
operations of $1,095 and $511  respectively.  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 Acupuncture.  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.  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.

           Subsequent  to the  submission  of PTR  for FDA  approval  management
intends to explore all available  alternatives for debt and/or equity financing,
including but not limited to additional private and public securities offerings.
Management  anticipates  that it will be able to satisfy  its cash  requirements
through its 2001 fiscal year end without  raising  funds via debt and/or  equity
financing or from third party funding sources.  Accordingly,  management expects
that it will be  necessary  for DSI to raise  additional  funds  within the next
twelve (9) months, commencing approximately nine(6) months from the date hereof.

            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
additional staffing and marketing personnel. In addition, the Company expects to
continuously engage in market research in order to monitor new market trends


<PAGE>



and other critical information deemed relevant to DSI's business.

           Financial Condition, Capital Resources and Liquidity

           At November 30,  2000,  the Company had assets  totaling  $24,045 and
liabilities of $3,000. The increase in the Company's liabilities is attributable
to increased  consulting and  professional  fees rendered by the Company's legal
counsel and shareholder.  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  approximately  $27,045 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.

           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,  submitting PTR for FDA approval,  and then
finding clients who will purchase it.

           To implement such plan,  also during this initial phase,  the Company
intends to initiate a self- directed  private  placement under Rule 506 in order
to raise an additional $300,000. In the event such placement is successful,  the
Company  believes  that it will have  sufficient  operating  capital to meet the
initial expansion goals and operating costs through its 2001 fiscal year end. In
the event the  Company is not  successful  in raising  such  funds,  the Company
believes  that it will not be able to continue  operations  past a period of six
months beyond its 2001 fiscal year end.

           Net Operating Losses

           The Company has net operating loss  carry-forwards  of $26,000,  with
$13,900,  $4,300 and $7,800  expiring in 2019, 2020 and 2021  respectively.  The
Company has as of November 30, 2000 a $3,900  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 Company has not  experienced a material impact as a result of the
YEAR 2000  event and does not  anticipate  that it will  experience  a  material
impact to the Company's  operations  or financial  condition in the future since
all of the  internal  software  developed  and  utilized by the Company has been
upgraded to support Year 2000 versions.


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


<PAGE>



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 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, 2000,
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)

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


     (b) No Reports on Form 8-K were filed during the quarter ended November 30,
2000.

                                   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.
                                  (Registrant)

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

 January 15, 2000          By: /s/ Dr.  Pierre Haouzi
                             -----------------------------
                                 Dr. Pierre Haouzi
                                 President and Director

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

   Date                      Signature                  Title
   ----                        ---------                -----
January 15, 2000       By:   /s/ Dr.  Pierre Haouzi
                       -----------------------------
                          Dr. Pierre Haouzi             President and Director