<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                   FORM 10-QSB

                                   ----------

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

For the Quarterly Period Ended September 30, 1998    Commission File No. 1-12350
                                                                         -------

                            Regenesis Holdings, Inc.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

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

           19 Hillsyde Court
        Cockeysville, Maryland                              21030
(Address of principal executive office)                  (Zip code)

Registrant's telephone number, including area code:  (410) 628-0050



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

The number of shares outstanding of the issuer's common stock, par value $.01
per share as of November 14, 1998 was 693,643.

Transitional Small Business Disclosure Format:
                                Yes [ ] No [ X ]


<PAGE>


                    REGENESIS HOLDINGS, INC. AND SUBSIDIARIES
                          Index to Financial Statements

                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                                  Page
                                                                                  ----


<S>                                                                               <C>
Part I:  Financial Information

     Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets as of September 30, 1998 and
              December 31, 1997                                                     2

         Condensed Consolidated Statements of Operations for the Three and
              Nine Months Ended September 30, 1998 and 1997                         3

         Condensed Consolidated Statements of Cash Flows for the Nine Months
              Ended September 30, 1998 and 1997                                     4

         Notes to Condensed Consolidated Financial Statements                       5

     Item 2.  Management's Discussion and Analysis of Financial Condition and
                  Results of Operations                                            6-7

Part II:  Other Information                                                         7

     Signatures                                                                     8
</TABLE>



                                      -1-
<PAGE>

                    REGENESIS HOLDINGS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET



<TABLE>
<CAPTION>
                                                                              September 30,        December 31,
                                                                                  1998                 1997
                                                                              ------------         ------------
                                                                               (Unaudited)

<S>                                                                           <C>                  <C>    
                          Assets

Current Assets
    Cash                                                                      $     44,011         $        500
    Current portion of notes receivable from Lator International, Inc.                 -0-              100,000
    Notes and accounts receivable from the sale of QPQ Medical, net of
       allowance for doubtful accounts of $202,167                                     -0-                2,983
    Due from related party                                                           7,770                  -0-
    Prepaid expenses                                                                   -0-               18,000
                                                                              ------------         ------------
       Total Current Assets                                                         51,781              121,483

Furniture, equipment and leasehold improvements, net                                   -0-               14,013

Noncurrent notes receivable from Lator International, Inc.                             -0-              250,000

Assets held for sale                                                                   -0-                3,000
                                                                              ------------         ------------
                                                                              $     51,781         $    388,496
                                                                              ============         ============


                      Liabilities and Shareholders' Equity

Current Liabilities
    Accounts payable                                                                 $ -0-         $     76,925
                                                                              ------------         ------------

Shareholders' Equity
    Preferred stock, $.01 par value,
       1,000,000 shares authorized
    Common stock, $.01 par value,
       1,666,667 shares authorized;
       693,643 and 663,643 shares issued
          and outstanding, respectively                                              6,936                6,636
    Additional paid-in capital                                                  12,448,981           12,344,281
    Accumulated deficit                                                        (12,404,136)         (12,039,346)
                                                                              ------------         ------------
       Total Shareholders' Equity                                                   51,781              311,571
                                                                              ------------         ------------

                                                                              $     51,781         $    388,496
                                                                              ============         ============
</TABLE>





                                      -2-



<PAGE>



                    REGENESIS HOLDINGS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)




<TABLE>
<CAPTION>
                                                            Three Months Ended                   Nine Months Ended
                                                               September 30,                        September 30,
                                                          1998              1997                1998                1997
                                                       ---------        -----------         -----------         -----------


<S>                                                    <C>              <C>                 <C>                 <C>        
Operating Expenses
    General and administrative                         $  48,219        $   164,526         $   294,764         $   968,322
                                                       ---------        -----------         -----------         -----------

Other Income (Expenses)
    Interest expense                                         -0-             (4,503)                -0-             (31,375)
    Interest income                                          -0-                503                  91              21,698
    Other income                                             -0-                -0-              17,157                 -0-
    Underwriter warrant settlement                           -0-                -0-                 -0-            (201,000)
    Discount on note receivable                              -0-                -0-             (70,261)                -0-
    Loss on disposal of assets                               -0-                -0-             (17,013)                -0-
                                                       ---------        -----------         -----------         -----------
       Net Other Expense                                     -0-             (4,000)            (70,026)           (210,677)
                                                       ---------        -----------         -----------         -----------

Loss from Continuing Operations                          (48,219)          (168,526)           (364,790)         (1,178,999)

Discontinued Operations
    Loss from operations                                     -0-            (87,119)                -0-          (1,371,183)
    Loss on disposal of discontinued operations              -0-           (295,630)                -0-            (597,341)
                                                       ---------        -----------         -----------         -----------

Net Loss                                               $ (48,219)       $  (551,275)        $  (364,790)        $(3,147,523)
                                                       =========        ===========         ===========         ===========


Net Loss per Share
    Continuing operations                              $   (0.07)       $     (0.70)        $     (0.53)        $     (6.76)
    Discontinued operations                                 0.00              (1.60)               0.00              (11.29)
                                                       ---------        -----------         -----------         -----------

       Net loss                                        $   (0.07)       $     (2.30)        $     (0.53)        $    (18.05)
                                                       =========        ===========         ===========         ===========


Weighted Average Shares Outstanding                      693,643            239,908             693,643             174,415
                                                       =========        ===========         ===========         ===========
</TABLE>





                                      -3-
<PAGE>

                    REGENESIS HOLDINGS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                          Nine Months Ended
                                                                                             September 30,
                                                                                        1998              1997
                                                                                    ----------        -----------
<S>                                                                                 <C>               <C>         
Cash Flows from Operating Activities
    Net loss                                                                        $ (364,790)       $(3,147,523)
    Adjustment to reconcile net loss to net cash provided by
       (used in) operating activities:
          Depreciation and amortization                                                    -0-             54,905
          Loss on sale of discontinued operations                                          -0-            851,883
          Loss on disposition of assets                                                 17,013                -0-
          Expenses paid by issuance of common stock                                     90,000            404,136
    Changes in operating assets and liabilities:
       Receivables                                                                     352,983                -0-
       Accrued interest receivable                                                         -0-             26,473
       Prepaid expenses                                                                 18,000            (27,000)
       Other assets                                                                     (7,770)               -0-
       Accounts payable and accrued expenses                                           (76,925)           (49,354)
       Discontinued operations - noncash charges and working capital changes               -0-            448,112
                                                                                    ----------        -----------
          Net Cash Provided by (Used in) Operating Activities                           28,511         (1,438,368)
                                                                                    ----------        -----------

Cash Flows from Investing Activities
    Purchase of property and equipment                                                     -0-            (13,000)
    Proceeds from sale of discontinued operations                                          -0-            585,000
    Proceeds from sale of equipment                                                        -0-             73,350
    Note receivable                                                                        -0-           (300,000)
    Discontinued operations                                                                -0-            300,000
                                                                                    ----------        -----------
       Net Cash Provided by Investing Activities                                           -0-            645,350
                                                                                    ----------        -----------

Cash Flows from Financing Activities
    Net proceeds from issuance of common stock                                          15,000             50,000
    Net proceeds from issuance of 8% convertible debentures                                -0-          1,066,667
    Proceeds from exercise of stock options                                                -0-             30,000
    Discontinued operations                                                                -0-           (321,718)
    Payments from/to affiliates, net                                                       -0-            (94,601)
                                                                                    ----------        -----------
       Net Cash Provided by Financing Activities                                        15,000            730,348
                                                                                    ----------        -----------

Foreign Currency Translation Adjustment                                                    -0-            (68,537)
                                                                                    ----------        -----------

Increase (Decrease) in Cash and Cash Equivalents                                        43,511           (131,207)

Beginning Cash and Cash Equivalents                                                        500            138,731
                                                                                    ----------        -----------

Ending Cash and Cash Equivalents                                                    $   44,011        $     7,524
                                                                                    ==========        ===========

Supplemental Disclosure of Cash Flow Information:
    Cash paid during the period for interest:
       Continuing operations                                                        $      -0-        $    31,375
                                                                                    ==========        ===========
       Discontinued operations                                                      $      -0-        $    17,475
                                                                                    ==========        ===========

Nine Months Ended September 30, 1997:
64,000 shares of Common Stock were issued in satisfaction of $1,280,000 principal amount of 8% Convertible Debentures and $22,638 
of accrued interest.

31,667 shares of Common Stock were issued in satisfaction of liabilities and payment of legal and professional expenses.

6,086 shares of Common Stock were issued in payment of officer compensation.

</TABLE>




                                      -4-

<PAGE>


                    REGENESIS HOLDINGS, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)






Note 1:  Basis of Presentation

        The accompanying condensed consolidated financial statements at
September 30, 1998 include the accounts of the Company. The results of
operations and cash flows for PK Polska and QPQ Medical for all periods
presented are included in Discontinued Operations.



Note 2:  Interim Financial Statements

        The financial statements for the Nine Months ended September 30, 1998
and 1997 are unaudited, but in the opinion of management, such financial
statements have been presented on the same basis as the audited financial
statements and include all adjustments, consisting only of normal recurring
adjustments necessary for a fair presentation of the financial position and
results of operations, and cash flows for these periods.

        As permitted under the applicable rules and regulations of the
Securities and Exchange Commission, these financial statements do not include
all disclosures normally included with audited consolidated financial statements
and, accordingly, should be read in conjunction with the financial statements
and notes thereto as of December 31, 1997 and 1996 and for the years then ended.
The results of operations presented in the accompanying financial statements are
not necessarily representative of operations for an entire year.




















                                       -5-


<PAGE>


                    REGENESIS HOLDINGS, INC. AND SUBSIDIARIES






Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.

                  GENERAL

                  At September 30, 1998, Regenesis did not have any operating
                  subsidiaries. During the year ended December 31, 1997,
                  management of the Company determined that it would be in the
                  best interest of the Company to dispose of all of its medical
                  center operation in order to eliminate the continuing losses
                  associated with such operation and the potential contingent
                  liabilities related to the weight loss business.

                  Nine Months Ended September 30, 1998 Compared to Nine Months
                  Ended September 30, 1997

                  RESULTS OF OPERATIONS

                  During the Nine Months ended September 30, 1997 the Company
                  generated revenues from QPQ Medical and PK Polska of
                  $1,260,707 and incurred losses from such operations in the
                  amount of $1,371,183. At September 30, 1998, Regenesis did not
                  have any operating subsidiaries.

                  General and Administrative Expenses for the Nine Months ended
                  September 30, 1998 and September 30, 1997, totaled $294,764
                  and $968,322, respectively. For the Nine Months ended
                  September 30, 1998, General and Administrative Expenses were
                  comprised of executive and office staff salaries and benefits
                  of $69,330, management fees of $15,500 paid to an entity owned
                  by the Company's president, and legal and professional fees,
                  office rent, travel, telephone and other corporate expenses of
                  $209,934. For the Nine Months ended September 30, 1997,
                  General and Administrative Expenses were comprised of
                  executive and office staff salaries of $199,118, legal and
                  professional fees, office rent, travel, telephone and other
                  general corporate expenses of $687,645 and depreciation and
                  amortization of $81,559. The shares issued for a portion of
                  the compensation and consulting fees were valued at the market
                  value of the Company's stock on the date of authorization.
                  However, the Board took into account the lack of liquidity of
                  the shares when issued in determining the value of the
                  compensation.
 .









                                       -6-


<PAGE>


                    REGENESIS HOLDINGS, INC. AND SUBSIDIARIES



                  Interest and other income for the Nine Months ended September
                  30, 1998 and 1997 was $17,248 and $21,698, respectively. The
                  $17,248 is primarily attributable to miscellaneous income
                  relating to the recovery of certain assets.

                  Interest expense for the Nine Months ended June 30, 1997 was
                  $31,375 and relates primarily to interest incurred on the 8%
                  Convertible Debentures prior to their conversion into Common
                  Stock in June 1997.

                  Liquidity and Capital Resources

                  As of September 30, 1998, the Company had working capital of
                  $51,781 and cash and cash equivalents of $44,011.


                           PART II. OTHER INFORMATION

Item 1.           Legal Proceedings

                  In August, 1998, the Company received a letter from an
                  attorney for a stockholder of the Company asserting that the
                  stockholder was damaged by affirmative misrepresentations and
                  material omissions allegedly made by the Company and its
                  affiliates in connection with the sale in 1996 of securities
                  of the Company to the stockholder. The letter asserts that the
                  stockholder was damaged in the amount of at least $1,200,000,
                  excluding interest and attorney's fees. The attorney states in
                  the letter that his firm intends to file suit on behalf of the
                  stockholder, and possibly others, against the Company and
                  certain of its controlling persons for securities fraud.

                  To the Company's knowledge, no litigation has been initiated
                  against the Company in connection with this matter.

                  Based on the information currently available to the present
                  management of the Company, which information is limited, the
                  Company believes (but can offer no assurance) that there would
                  not be an unfavorable outcome to the Company as a result of
                  litigation initiated by the stockholder in connection with
                  this matter; however, if the outcome was unfavorable, the
                  Company believes that such litigation would have a material
                  adverse effect on the Company's financial position and that
                  the dollar amount of a judgment in favor of the stockholder
                  could exceed the value of the present assets of the Company.

Item 2.           Changes in Securities

                  None.

Item 3.           Defaults upon Senior Securities

                  None.

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

                  None.

Item 5.           Other Information

                  None.












                                       -7-


<PAGE>


                    REGENESIS HOLDINGS, INC. AND SUBSIDIARIES



                                   SIGNATURES


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


                                  REGENESIS HOLDINGS, INC.


                                  By:___________________________________________
                                       Zirk Engelbrecht, Chairman of the Board,
                                        Chief Executive Officer and President
                                         (Principal Executive Officer)


                                  Date:_________________________________________





























                                       -8-