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 June 30, 2000

                         Commission file number 1-12350

                            Regenesis Holdings, Inc.
                            ------------------------
                 (Name of Small Business Issuer in its Charter)



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


       2701 W. Oakland Park Blvd., Suite 220, Ft Lauderdale, Florida 33139
     -----------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)



                                 (305) 695-4400
                            -------------------------
                           (Issuer's Telephone Number)

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of Class)

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 [ ] No [X ]



The number of shares outstanding of the issuer's common stock, par value $.01
per share as of September 22, 2000 was 8,383,948

<PAGE>

                            REGENESIS HOLDINGS, INC.

PART I  FINANCIAL INFORMATION
------------------------------

         ITEM  1. FINANCIAL STATEMENTS
                     INDEX TO CONDENSED FINANCIAL STATEMENTS
                     ---------------------------------------
<TABLE>
<CAPTION>

                                                                                                                  PAGE
                                                                                                                  ----
<S>                                                                                                               <C>
  Condensed Balance Sheets at June 30, 2000 and December 31, 1999                                                  3

  Condensed Statements of Operations for the Three and Six Months ended June 30, 2000 and 1999                     4

  Condensed Statement of Changes in Stockholders' Equity for Six Months ended                                      5
    June 30, 2000

  Condensed Statements of Cash Flows for the Six Months ended June 30, 2000 and 1999                             6 - 7

  Notes to Condensed Financial Statements                                                                        8 - 18


          ITEM  2.         MANAGEMENTS DISCUSSION AND ANALYSIS
                           OR PLAN OF OPERATION                                                                  19-23


 PART II  OTHER INFORMATION                                                                                      24-26
 --------------------------



SIGNATURES                                                                                                        27

</TABLE>

<PAGE>
                            REGENESIS HOLDINGS, INC.

                            CONDENSED BALANCE SHEETS

                                   (Unaudited)

                                     ASSETS
<TABLE>
<CAPTION>

                                                               June 30,     December 31,
                                                            ------------    ------------
                                                                 2000            1999
                                                            ------------    ------------

CURRENT ASSETS
<S>                                                         <C>             <C>
   Cash                                                     $        651    $    101,835
                                                            ------------    ------------

        Total Current Assets                                         651         101,835

   Furniture, equipment & leashold inprovements, net
      depreciation of $7,887 and $3,670 respectively              28,912          23,028
   Other assets net of accumulated amortization
      of $8,417 and $-0-                                         117,378          18,922
   Advances toward proposed acquisition                                --         155,492
   Excess of cost over fair value of net assets acquired,
      net of accumulation amortization of $137 and
      $74, respectively                                              493             556
                                                            ------------    ------------

        Total  Assets                                       $    147,434    $    299,833
                                                            ============    ============

             LIABILITIES AND STOCKHOLDERS' EQUITY
             ------------------------------------

CURRENT LIABILITIES
   Bank overdraft                                           $     33,810    $         --
   Accounts payable                                               87,066          81,495
   Accrued payroll                                               641,781         402,168
   Due to officers and stockholders                              442,440         175,835
   Other current liabilities                                     256,432         109,693
   Loans Payable                                                 130,000         150,000
   Convertible demand loan                                       100,000         100,000
                                                            ------------    ------------
         Total Current Liabilities                             1,691,529       1,019,191
                                                            ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY:

   Preferred Stock, $.01 par value, 10,000,000 shares
      authorized; none issued and outstanding                         --              --
   Common Stock, $.01 par value, 100,000,000 shares
      authorized; 8,103,948 and 6,388,974 shares issued
      and outstanding, respectively                               81,040          63,890

   Additional paid-in capital                                 13,882,428      13,369,831
   Accumulated deficit                                       (15,507,563)    (14,153,079)
                                                            ------------    ------------
         Total Stockholders' Deficiency                       (1,544,095)       (719,358)
                                                            ------------    ------------
         Total Liabilities and Stockholders' Deficiency     $    147,434    $    299,833
                                                            ============    ============
</TABLE>


                             See Accompanying Notes


                                       3
<PAGE>

                            REGENESIS HOLDINGS, INC.

                       CONDENSED STATEMENTS OF OPERATIONS

                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                        Three Months Ended             Six Months Ended
                                                                             June 30,                       June 30,
                                                                ------------------------------      -----------------------------
                                                                      2000            1999               2000            1999
                                                                ------------------------------      ----------------------------
<S>                                                              <C>                <C>              <C>                <C>
Revenue                                                           $        --       $        --       $        --       $        --
                                                                  -----------       -----------       -----------       -----------

Operating expenses:
   Salaries and wages including related taxes                         161,876           163,441           356,494           278,599
   Consulting fees                                                    111,500            60,290           185,000           122,575
   Legal and professional                                              67,996            72,700           130,452            76,750
   Travel                                                              22,510            10,817            64,207            26,934
   Rent                                                                20,099            12,350            49,042            21,150
   Office expense                                                      15,894            10,768            34,213            12,519
   Depreciation and amortization                                        7,122               437            12,697             1,532
   Marketing and promotion                                             10,698            10,642            13,573           107,642
   Other general and administrative expenses                           42,246            54,990            68,721            65,298
   Provision for advances toward proposed acquisition                 424,648                --           424,648                --
                                                                  -----------       -----------       -----------       -----------
      Total operating expenses                                        884,589           396,435         1,339,047           712,999
                                                                  -----------       -----------       -----------       -----------

Operating Loss                                                       (884,589)         (396,435)       (1,339,047)         (712,999)

Other Income (Expense):
   Other income                                                            --             6,000                --             6,000
   Interest expense                                                    (7,062)               --           (15,437)               --
                                                                  -----------       -----------       -----------       -----------
       Total other income (expense), net                               (7,062)            6,000           (15,437)            6,000
                                                                  -----------       -----------       -----------       -----------



Net Loss                                                          $  (891,651)      $  (390,435)      $(1,354,484)      $  (706,999)
                                                                  ===========       ===========       ===========       ===========



Basic and Diluted Net Loss per Common Share                       $     (0.11)      $     (0.09)      $     (0.18)      $     (0.23)
                                                                  ===========       ===========       ===========       ===========

Weighted Average Common Shares Outstanding                          7,917,806         4,210,425         7,669,105         3,123,706
                                                                  ===========       ===========       ===========       ===========
</TABLE>

                             See Accompanying Notes


                                       4
<PAGE>

                            REGENESIS HOLDINGS, INC.

       CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

                         SIX MONTHS ENDED JUNE 30, 2000
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                     Preferred  Stock            Common Stock
                                                                     -----------------           ------------
                                                                      Shares    Amount       Shares        Amount
                                                                      ------    ------       ------        ------
<S>                                                                   <C>      <C>       <C>         <C>
Balances, December 31, 1999                                             --       --      6,388,974   $     63,890

Issuance of common shares in private placement transactions             --       --        300,000          3,000
Issuance of common shares to officer pursuant to the
   amendment of an employment agreement                                 --       --         50,000            500
Issuance of common shares in payment of deferred consulting fees        --       --      1,050,000         10,500
Issuance of common shares to acquire Internet Domain name               --       --        250,000          2,500
Issuance of warrants to purchase common stock                           --       --             --             --
Issuance of common shares in payment of expenses                        --       --         64,974            650

Net Loss                                                                --       --             --             --
                                                                       ---      ---   ------------   ------------

Balances, June 30, 2000                                                  -      $--      8,103,948   $     81,040
                                                                       ===      ====     =========   ============
</TABLE>


[RESTUBBED]

<TABLE>
<CAPTION>
                                                                   Additional
                                                                    Paid-In
                                                                    Capital           Deficit           Total
                                                                     -------          -------           -----
<S>                                                                <C>            <C>             <C>
Balances, December 31, 1999                                        $ 13,369,831   $(14,153,079)   $   (719,358)

Issuance of common shares in private placement transactions             447,000             --         450,000
Issuance of common shares to officer pursuant to the
   amendment of an employment agreement                                   2,000             --           2,500
Issuance of common shares in payment of deferred consulting fees         42,000             --          52,500
Issuance of common shares to acquire Internet Domain name                10,000             --          12,500
Issuance of warrants to purchase common stock                             8,999             --           8,999
Issuance of common shares in payment of expenses                          2,598             --           3,248

Net Loss                                                                     --     (1,354,484)     (1,354,484)
                                                                   ------------   ------------    ------------

Balances, June 30, 2000                                            $ 13,882,428   $(15,507,563)   $ (1,544,095)
                                                                   ============   ============    ============
</TABLE>





                             See Accompanying Notes

                                       5
<PAGE>

                            REGENESIS HOLDINGS, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS

                     SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                      2000            1999
                                                                                      ----            ----
<S>                                                                                <C>            <C>
Cash Flows from Operating Activities:
   Net loss                                                                        $(1,354,484)   $  (706,999)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
         Depreciation and amortization                                                  12,697          1,532
         Provision for advances toward proposed acquisition                            424,648             --
         Expenses paid by issuance of common stock, options and warrants                11,462        170,050
         Changes in operating assets and liabilities:
            Deposits and other assets                                                  (38,585)       (24,439)
            Accounts payable, accrued expenses, and
               other current liabilities                                               425,733        273,017
                                                                                   -----------    -----------
                  Net cash used in operating activities                               (518,529)      (286,839)
                                                                                   -----------    -----------

Cash Flows from Investing Activities:
   Advances toward pending acquisition                                                (269,156)            --
   Purchase of equipment                                                               (10,101)       (15,322)
                                                                                   -----------    -----------
                  Net cash used in investing activities                               (279,257)       (15,322)
                                                                                   -----------    -----------

Cash Flows from Financing Activities:
   Net proceeds from issuance of common stock                                          450,000        266,230
   Repayment of loans payable                                                          (20,000)            --
   Proceeds of loans from officers and stockholders                                    364,650         26,025
   Repayment of loans to officers and stockholders                                     (98,048)        (2,800)
                                                                                   -----------    -----------
                  Net cash provided by financing activities                            696,602        289,455
                                                                                   -----------    -----------


Net Decrease in Cash                                                                  (101,184)       (12,706)

Cash, Beginning of Period                                                              101,835         20,748
                                                                                   -----------    -----------

Cash, End of Period                                                                $       651    $     8,042
                                                                                   ===========    ===========

Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for interest:                                       $        --    $        --
                                                                                   ===========    ===========


Supplemental Schedule of Non Cash Investing and Financing Activities:
   Six Months Ended June 30, 2000:

      Issuance of 250,000 shares of common stock to acquire the URL
         address Music 411.com, valued at $12,500

      Issuance of an aggregate of 1,050,000 shares of common stock in connection
         with three consulting agreements, valued at $52,500

</TABLE>


                             See Accompanying Notes

                                       6
<PAGE>


                                REGENESIS HOLDINGS, INC.

                     CONDENSED STATEMENTS OF CASH FLOWS, Continued

                        SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                      (Unaudited)

      Issuance of an aggregate of 50,000 shares of common stock in in connection
         with the amendment of an employment agreement with.
        an officer, valued at $2,500.

   Six Months Ended June 30, 1999:

      Issuance of 10,000 shares of common stock to acquire the assets
         of NetDisc, Inc., valued at $630.

      Issuance of 48,000 shares of Series C Preferred Stock valued at $57,180.

      Issuance of 1,000,000 shares of common stock to an officers and directors
         in connection with their employment agreements, valued at $63,000.

      Excess of estimated fair market value of 950,000 shares of common stock
         over the aggregate selling price of $9,500.


                             See Accompanying Notes


                                       7



<PAGE>



                            REGENESIS HOLDINGS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (Unaudited)

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation

             In 1997, Regenesis Holdings, Inc. ("the Company") sold all of its
             existing operations, which consisted of Domino's Pizza franchises
             in Poland and Medical Centers located in Southeast Florida, and
             became a holding company, with no operating subsidiaries. In 1999,
             the Company acquired the assets of NetDisc, Inc. ("NetDisc") for
             the purpose of pursuing internet advertising opportunities,
             although to date, the Company has generated no revenues from such
             activities.

             The presentation of financial statements in conformity with
             generally accepted accounting principles requires management to
             make estimates and assumptions that affect the reported amounts of
             assets and liabilities and disclosure of contingent assets and
             liabilities at the date of the financial statements and the
             reported amounts of revenues and expenses during the reporting
             period. Actual results could differ from these estimates.

             The accompanying unaudited condensed financial statements, which
             are for interim periods, do not include all disclosures provided in
             the annual financial statements. These unaudited condensed
             financial statements should be read in conjunction with the
             financial statements and the footnotes thereto contained in the
             Annual Report on Form 10-KSB for the year ended December 31, 1999,
             of Regenesis Holdings, Inc. ("the Company"), as filed with the
             Securities and Exchange Commission. The December 31, 1999 condensed
             balance sheet was derived from audited financial statements, but
             does not include all disclosures required by generally accepted
             accounting principles.

             In the opinion of the Company, the accompanying unaudited condensed
             financial statements contain all adjustments (which are of a normal
             recurring nature) necessary for a fair presentation of the
             financial statements. The results of operations for the three
             months ended June 30, 2000, are not necessarily indicative of the
             results to be expected for the full year.

         Going Concern

             The report of the Company's independent certified public
             accountants on their audit of the Company's December 31, 1999
             financial statements contained uncertainties relating to the
             Company's ability to continue as a going concern. As shown in the
             accompanying financial statements, the Company incurred a loss of
             $1,354,484 for the six months ended June 30, 2000, and had a
             working capital deficiency and a stockholders' deficiency of
             $1,690,878 and $1,544,095, respectively, at June 30, 2000. These
             factors, among others, raise substantial doubt about the company's
             ability to continue as a going concern for a reasonable period of
             time. The accompanying financial statements do not include any
             adjustments relating to the outcome of this uncertainty.


                                       8
<PAGE>

                            REGENESIS HOLDINGS, INC.

               NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued
                                  JUNE 30, 2000
                                   (Unaudited)

         Liquidity and Plan of Operations

             As of June 30, 2000, the Company had cash of $651 and a working
             capital deficiency of $1,690,878.

             The Company's continuation as a going concern is dependent upon its
             ability to generate sufficient cash flow to meet its obligations on
             a timely basis. The Company's primary source of liquidity has been
             from the cash generated through the private placement of equity
             and/or debt securities and from advances from its officers and
             directors. The Company is presently pursuing the completion of the
             transaction with Triad Petroleum LLC (see Note 9) in order to
             eventually achieve profitable operations. However, there can be no
             assurance that the Company will be successful in achieving
             profitable operations or acquiring additional capital or that such
             capital, if available, will be on terms and conditions acceptable
             to the Company.

         Reclassifications

             Certain reclassifications have been made in the 1999 financial
             statements to conform to the 2000 presentation.

         Restatement of June 30, 1999

             Results of operations for the six months ended June 30, 1999, have
             been restated to include the adjustments as outlined below:

             Net loss as originally reported                     $ (648,942)
             Accrual of unpaid salaries and wages including
                related taxes                                     (  58,057)
                                                                 ----------

             Net loss as restated                                $ (706,999)
                                                                  =========


         Other Assets

             Deferred consulting fees included in other assets are being
             amortized over the three year term of the related consulting
             agreements commencing on January 1, 2000.



                                       9
<PAGE>

                            REGENESIS HOLDINGS, INC.

               NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued
                                  JUNE 30, 2000
                                   (Unaudited)

NOTE 2.  ADVANCES TOWARD PROPOSED ACQUISITION

             The Company entered into a preliminary letter of intent (the
             "Preliminary LOI") to acquire all of the assets and assume certain
             liabilities of the entity formerly known as Red Ant Entertainment
             ("Red Ant").

             In accordance with the terms of the Preliminary LOI both the
             Company and the seller each loaned $75,000 to MCCC Acquisition, LLC
             ("MCCC") the owner of the assets and such funds were simultaneously
             advanced to Management West International, Inc. ("Management West")
             which is the entity that was managing the assets until completion
             of the acquisition by the Company. In addition, through June 30,
             2000, the Company advanced $349,648 to Management West to cover a
             portion of their operating expenses.

             Pursuant to the terms of the Preliminary LOI, the purchase price
             was to be comprised of $300,000 of cash, 300,000 shares of
             restricted common stock of the Company, a three year warrant to
             purchase 100,000 shares of common stock of the Company at an
             exercise price of $3.00 per share, plus the liabilities assumed.
             The Company's $75,000 loan to MCCC was to be forgiven. All
             operating advances made by the Company through the date of closing
             of the purchase were to be considered as part of the purchase price
             for financial reporting purposes. Accordingly, such advances were
             capitalized as advances toward proposed acquisition in the
             accompanying financial statements. Subsequent to June 30, 2000, the
             Board of Directors of the Company determined that completion of the
             proposed acquisition would not be in the best interests of the
             Company. Accordingly, the $424,648 balance of advances toward
             proposed acquisition were charged to operations during the quarter
             ended June 30, 2000.

NOTE 3.  OTHER ASSETS

             A summary of other assets at June 30, 2000, is as follows:

              Deposits (See Note 8)                              $  55,007
              Internet Domain                                       12,500
              Deferred consulting fees                              58,288
                                                                 ---------
              Less - accumulated amortization                       (8,417)
                                                                 ---------
                                                                 $ 117,378
                                                                 =========

NOTE 4.  LOANS PAYABLE

             On August 12, 1999 and December 30, 1999, the Company borrowed an
             aggregate of $100,000 from a third party, a principal of whom is
             also a shareholder of the Company. The loan was payable in full on
             or before July 1, 2000 and bears interest at 2% above the base rate
             of the Bank of England, compounded daily and all interest is
             payable at maturity. As of


                                       10
<PAGE>

                            REGENESIS HOLDINGS, INC.

               NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued
                                  JUNE 30, 2000
                                   (Unaudited)

             September 20, 2000, the Company has not received any notice of
             default pursuant to the terms of the note.

             On October 31, 1999, the Company borrowed $75,000 from a third
             party. The loan was payable in full on its extended due date of
             April 14, 2000. The unpaid principal balance on the loan as of June
             30, 2000, was $30,000. The loan bears interest at 12% per annum and
             all interest is payable at maturity. In accordance with the terms
             of the loan agreement, the Company granted the lender an aggregate
             of 19,000 shares of the Company's common stock and further agreed
             to issue the lender an additional 2,500 shares of the Company's
             common stock for each seven day period beginning on December 16,
             1999 through the date of final payment of all principal and accrued
             interest. For the six months ended June 30, 2000, the Company
             issued and aggregate of 64,974 shares of common stock to the lender
             in accordance with the terms of the loan agreement, which were
             valued at $3,248. The value of the shares issued is included in
             interest expense in the accompanying financial statements. At
             September 20, 2000, the unpaid principal balance on the loan was
             $30,000. As of September 20, 2000, the Company has not received any
             notice of default pursuant to the terms of the note.

NOTE 5.  CONVERTIBLE DEMAND LOAN

             On September 8, 1999, the Company borrowed $100,000 from a third
             party. The loan bears interest at the rate of 12% per annum and all
             interest is payable at maturity. The loan is payable in full within
             60 days after receiving a notice of demand from the lender. At the
             option of the lender the loan is convertible into 75,000 shares of
             the Company's common stock at a per share price of $1.33. In
             connection with the loan, the Company issued to the lender a two
             year warrant to purchase 20,000 shares of the Company's common
             stock at an exercise price of $2.50 per share and a one year option
             to purchase an additional 100,000 shares of the Company's common
             stock at a price to be determined by negotiation between the
             parties. The warrant and the option were valued at an aggregate of
             $2,333.

NOTE 6.  RELATED PARTY TRANSACTIONS

             At June 30 2000, the Company was indebted to officers and
             stockholders for an aggregate of $442,400 which represent non
             interest bearing advances with no specific repayment terms. During
             the six months ended June 30, 2000, the Company received an
             aggregate of $364,650 of advances from such individuals and made
             payments to such individuals aggregating $98,048.

             For the period from July 1, 2000 through September 20, 2000, the
             Company received an aggregate of $75,000 of additional advances
             from such individuals (See Notes 8 and 9).



                                       11
<PAGE>

                            REGENESIS HOLDINGS, INC.

               NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued
                                  JUNE 30, 2000
                                   (Unaudited)

NOTE 7.  STOCKHOLDERS' EQUITY

             During the six months ended June 30, 2000, the Company issued
             300,000 shares of common stock (which includes the 200,000 shares
             discussed in the following paragraph) at prices ranging from $1.00
             to $3.00 per share and received an aggregate of $450,000 of cash.

             On January 20, 2000, the Company entered into an agreement to
             sell 200,000 shares of common stock at a price of $1.00 per share
             in a private placement transaction. The purchaser of the shares
             deposited the $200,000 purchase price with the Company's counsel
             for the benefit of the Company until completion of the proposed
             acquisition described in Note 2. On June 15, 2000, counsel for
             the Company released the funds to the Company and $145,000 of
             such funds were advanced in connection with the proposed
             acquisition and $55,000 of such funds were utilized for general
             working capital purposes. As of June 30, 2000, the 200,000 shares
             are reflected as outstanding in the accompanying condensed
             financial statements.

             In January 2000, the Company purchased the URL address Music
             411.com from the father of the Chairman of the Board of Directors
             in exchange for 250,000 restricted shares of the Company's common
             stock which was valued at $ 12,500.

             On January 5, 2000, the Company granted options to three officers
             to purchase up to an aggregate of 800,000 shares of common stock at
             an exercise price of $.25 per share.

             On January 5, 2000 the Company granted 50,000 shares of Common
             Stock to its Executive Vice President of Entertainment / Music
             Development in connection with a one year extension of his
             employment agreement. The shares were recorded at their established
             fair market value of $2,500.

             In January 2000, the Company entered into three consulting
             agreements which provide for an aggregate of $20,000 per month in
             consulting fees and the issuance of an aggregate of 1,050,000
             shares of common stock valued at $.05 per share. Based upon quoted
             prices between dealers the $.05 per share was considered to be
             equivalent to the estimated fair market value per share of the
             Company's common stock on the date of the transaction. The
             agreements are for a period of three years. The $52,500 value
             associated with the common stock was recorded as deferred
             consulting fees and is being amortized over a period of three years
             commencing February 1, 2000.

             At June 30, 2000, the Company had reserved 4,636,000 shares of
             common stock for issuance pursuant to the terms of its stock option
             plan and other outstanding options and warrants.

             The Company's Stock Option Plan (the "Plan") provides for the
             issuance of options to purchase a maximum of 4,000,000 shares of
             common stock.


                                       12
<PAGE>

                            REGENESIS HOLDINGS, INC.

               NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued
                                  JUNE 30, 2000
                                   (Unaudited)

             A summary of the status of all options outstanding under the Plan
             as of June 30, 2000, and changes during the six months ended June
             30, 2000, are presented below (See Notes 5, 8 and 9):

<TABLE>
<CAPTION>
                                                                                            Weighted
                                                      Option             Market             Average
                                                       Price              Price             Remaining
                                                      at Date            at Date              Term
                                   Shares            of Grant           of Grant            in Years
                                   ------            --------           --------            --------
<S>                               <C>                 <C>                 <C>                 <C>
        Balance at
           Beginning
           of  Period              50,000             $1.00               $.07                1.8

        Options
           Granted                800,000              $.25               $.05                3.4

        Options
           Exercised                    -                 -                  -                  -

       Options
           Forfeited                    -                 -                  -                  -

        Balance at
           End of
           Period                 850,000             $.25-$1.00          $.05                3.3

        Options
           Exercisable
           At End of
           Period                 850,000             $.25-$1.00          $.05                3.3
</TABLE>


NOTE 8 . COMMITMENTS AND CONTINGENCIES

         Litigation

             In December, 1998 the Company filed a Complaint in the Circuit
             Court of the Fifteenth Judicial Circuit in and for Palm Beach
             County, Florida entitled Shulman & Associates, Inc., Manny J.
             Shulman, Franklyn B. Weichselbaum, Mitchell Rubinson and
             Regenesis Holdings, Inc. v. Elizabeth Shwiff, Fincross, Ltd.,
             Elpoint Corporation, Elpoint Co., L.L.C., Russian Securities Co.,
             Gennady Yakovlev, Oleg Pavlioutchouk and Maxim Shishlyannikov for
             defamation and liable in connection with certain information
             released about the Company. On August 21, 2000, Regenesis
             dismissed the action without prejudice as to all defendants.



                                       13
<PAGE>


                            REGENESIS HOLDINGS, INC.

               NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued
                                  JUNE 30, 2000
                                   (Unaudited)

             In a collateral action, the Company was named in a lawsuit
             involving several of the same parties in the United States District
             Court for the Northern District of California in the matter
             entitled Elpoint Co., L.L.C., et al. v. Mitchell Rubinson, et al.
             Although the Company was named as a indispensable party, the
             allegations were in the nature of a shareholder derivative claim
             and no relief was sought against the Company by the plaintiffs.

             On May 19, 1999, a majority of the parties named in the
             aforementioned lawsuits, including another California state court
             action entitled Elpoint, L.L.C., et al. v. Mitchell Rubinson, et
             al. filed in the Superior Court, attended mediation which resulted
             in a settlement which required, among other things, the dismissal
             of all three lawsuits and the payment of $450,000 to the
             plaintiffs. The Company was not a named party in the California
             state court action. Additionally, the Company is not obligated to
             contribute financially to the settlement. Although, the Company did
             not attend the mediation, the Company was an intended beneficiary
             of the settlement. Mitchell Rubinson and Larry Rutstein, former
             officers of the Company, alleged certain indemnification rights
             against the Company as part of the settlement and notified the
             Company of such a reservation subsequent to their execution of the
             settlement agreement. The Company cannot opine upon the validity of
             such claims as no action has been filed against the Company in that
             regard. However, the Company believes the probability that Messrs.
             Rubinson and Rutstein could sustain a claim against the Company
             based upon the settlement agreement is remote, accordingly, no
             provision for any potential claims associated with these matters
             has been recorded in the accompanying financial statements. The
             Company would vigorously defend any such claims in the event they
             are filed. Mitchell Rubinson has notified the Company of alleged
             indemnification rights as to any funds paid for settlement and any
             attorney's fees incurred in the above mentioned actions.

             On December 16, 1999, the Judge presiding over the Superior Court
             of California state court action entered an order granting the
             plaintiff's motion to enforce the settlement under California Code
             of Civil Procedure ss. 664.6.

         Operating Leases

             The Company leases office space in Miami, Florida and New York City
             pursuant to the terms of a sublease agreement expiring by its
             original terms in May 2001 and a lease agreement expiring in
             October 2005.

             On June 16, 2000, the Company entered into an office lease in New
             York City for a period of five years and three months which
             provided for rental payments aggregating approximately $448,000.
             The lease required a security deposit of $45,585, which is included
             in other assets in the accompanying condensed balance sheet at June
             30, 2000. On September 11, 2000, the Company, with the consent of
             the lessor, assigned all of its rights and interests in the lease
             to its former president who assumed all of the Company's
             obligations under the lease. The $45,585 security deposit under the
             lease will be applied against amounts due to the former president
             at the date of his resignation on August 28, 2000.

             At June 30, 2000, the Company's minimum payment requirements under
             the office sublease and all non-cancelable operating leases,
             excluding the assigned lease, were as follows:



                                       14
<PAGE>


                            REGENESIS HOLDINGS, INC.

               NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued
                                  JUNE 30, 2000
                                   (Unaudited)

              Twelve Months Ending June 30,

              2001                                                $  62,281
              2002                                                   59,406
                                                                  ---------
              Total                                               $ 121,687
                                                                  =========

             In August 2000, the Company  relocated its office from Miami Beach,
             Florida to Ft. Lauderdale, Florida.


         Employment Agreements

             As of June 30, 2000, the Company had employment agreements with its
             four executive officers all of which, including amendments thereto,
             were entered into during the year ended December 31, 1999. The
             agreements expire from April 2001 through February 2004. The
             agreements also provide for various fringe benefits and for
             compensation associated with raising equity or debt financing for
             the Company, as well as participation in the Stock Option Plan.

             At June 30, 2000, annual salary requirements under these contracts
             were as follows:

              Twelve Months Ending June 30,

              2001                                                 $   567,150
              2002                                                     256,400
              2003                                                      93,600
                                                                   -----------
              Total                                                $   917,150
                                                                   ===========

             In August 2000, three employment agreements with aggregate future
             payments from June 30, 2000, of $441,150 were cancelled. The two
             remaining employment agreements with aggregate future payments from
             June 30, 2000 of $475,650 will be cancelled upon completion of the
             transaction with Triad Petroleum LLC as more fully described in
             (See Note 9).

         Other

             In November 1999, the Company entered into an agreement with JW
             Genesis Capital Markets, Inc. ("JW Genesis"), whereby JW Genesis
             will act as a financial advisor to the Company and as its exclusive
             placement agent in connection with any proposed offering or private
             placement by the Company of any equity or debt securities. Pursuant
             to the terms of the agreement, JW Genesis will be paid a
             nonrefundable fee of $6,250 upon execution of the agreement and a
             monthly fee of $6,250 for each month following the date of
             execution of the agreement for a minimum period of three months. In
             addition, the Company issued to JW Genesis a five year warrant to
             purchase 250,000 shares of the Company's common stock at an
             exercise price of $2.50 per share. JW Genesis will be paid an
             investment banking fee and will be fully reimbursed for all
             out-of-pocket expenses in connection with the completion of any
             securities offerings contemplated by the agreement. The warrant was
             recorded at its estimated fair market valued of $11,558.




                                       15
<PAGE>


                            REGENESIS HOLDINGS, INC.

               NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued
                                  JUNE 30, 2000
                                   (Unaudited)

             As of June 30, 2000, other current liabilities in the accompanying
             condensed balance sheet include $25,000 due to JW Genesis pursuant
             to the agreement.

             On March 7, 2000, the Company entered into a three year consulting
             agreement which provides for a monthly fee of $3,000, $5,000 and
             $7,000 in years one through three, respectively. In addition, the
             agreement provides for the issuance of three Common Stock Purchase
             Warrants to purchase an aggregate of 216,000 shares of common
             stock. Each warrant is exercisable for a period of five years and a
             warrant to purchase 72,000 shares is immediately exercisable at an
             exercise price of $2.50 per share; a warrant to purchase 72,000
             shares is exercisable in one year at an exercise price of $5.00 per
             share; and a warrant to purchase 72,000 shares is exercisable in
             two years at an exercise price of $7.50 per share. The agreement
             may be terminated by either party on the first or second
             anniversary date of the contract and warrants not exercisable as of
             the termination date are forfeited. The warrants were recorded at
             their estimated fair market value of $8,999. At June 30, 2000,
             other current liabilities in the accompanying condensed balance
             sheet include $9,000 due to the consultant pursuant to this
             agreement.

             At June 30, 2000, the Company was party to a total of five
             consulting agreements all of which are for terms of three years.
             One of the agreements is with the father of the Chairman of the
             Board and an entity controlled by such individual (the
             "Consultant") to provide general business services to the Company
             in exchange for an annual consulting fee of $75,000 payable in
             equal monthly installments of $6,250 plus a car allowance of $750
             per month. The agreement further provides that the Company will
             provide the Consultant with a private office and office support
             services and will reimburse the Consultant for all expenses
             incurred in connection with his activities on behalf of the
             Company.

             At June 30, 2000, the Company's future minimum payment requirements
             under these agreements were as follows:

              Twelve Months Ending June 30,

              2001                                             $    357,000
              2002                                                  381,000
              2003                                                  279,250
                                                                 ----------
              Total                                             $ 1,017,250
                                                                ===========

             In July 2000, one contract with aggregate future payments from June
             30, 2000, of $640,000 was cancelled. One additional contract with
             aggregate future payments from June 30, 2000, of $ 206,250 will be
             cancelled upon completion of the transaction with Triad Petroleum
             LLC (See Note 9).

NOTE 9 . SUBSEQUENT EVENTS

             Subsequent to June 30, 2000, the Company's President and Chief
             Executive Officer, who was also a Director of the Company, as well
             as its Executive Vice President of Entertainment/Music Development
             and another Director of the Company resigned from their



                                       16
<PAGE>

                            REGENESIS HOLDINGS, INC.

               NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued
                                  JUNE 30, 2000
                                   (Unaudited)


             respective positions with the Company. In connection with such
             resignations, each of the individuals waived all of their rights
             and interests to all amounts due from the Company consisting of
             accrued payroll and loans and advances made to the Company. In
             addition, each of the individuals waived all of their rights and
             interests to certain shares of common stock and unexercised common
             stock options granted to them through June 30, 2000.

             As of June 30, 2000, the following amounts were recorded in the
             accompanying condensed financial statements or disclosed in the
             related footnotes with regard to the amounts that will be waived by
             these individuals:

             Accrued payroll cancelled                                  $365,713
             Due to officers and stockholders cancelled                 $385,766
             Shares of common stock cancelled                            470,000
             Options to purchase common stock cancelled                  350,000

             Subsequent to June 30, 2000, 1,000,000 shares of common stock
             issued in connection with two terminated consulting agreements were
             cancelled.

             Pursuant to a Share Sale and Contribution Agreement ("the
             Agreement") dated as of September 14, 2000, Triad Petroleum LLC
             ("Triad") will acquire 96% of the voting equity of the Company
             through the issuance of a combination of common and convertible
             preferred shares. In consideration thereof, Triad will assign its
             exclusive 50 year license and distribution rights under a
             Technology License and Marketing Agreement with E-Mation LLC (an
             affiliate of Triad) which provides for the exclusive rights to
             make, market and sell products and services using E-Mation's
             proprietary technology which integrates all aspects of the business
             operations for both wholesale distribution and retail sale of fuel.
             There is no significant operating history with respect to this
             asset.

             This Agreement is subject to certain closing conditions, including
             but not limited to, the Company's reduction or elimination of
             certain liabilities, the conversion of certain indebtedness to
             equity and termination of certain outstanding contracts of the
             Company.

             In connection with the closing of the transaction the Company will
             issue to Triad a combination of common stock and a newly designated
             series of convertible preferred stock. Each share of new
             convertible preferred stock will be convertible in to ten shares of
             common stock and will participate in all voting and dividend rights
             of the common shareholders on an as converted basis. The total
             number of shares to be issued on a common stock equivalent basis,
             will approximate 141,000,000 shares.

             Promptly following the consummation of the transaction, the Company
             intends to seek the consent of its shareholders to authorize an
             amendment to the Company's Articles of Incorporation increasing the
             Company's authorized shares of common stock from 100,000,000 to
             300,000,000 and to increase the Company's authorized shares of
             preferred stock from 10,000,000 to 50,000,000.

             If the transaction does not close for any reason, Triad will have
             the right to exercise certain warrants to purchase 750,000 shares
             of the Company's common stock, at $.10 per share as compensation
             for any amounts Triad expended on behalf of the Company in
             connection with the proposed transaction.

             In connection with the completion of the Triad transaction, the
             Company's current Chairman of the Board of Directors, Chief
             Executive Officer and President and its Chief Financial Officer,
             both of whom are Directors of the Company, have agreed to resign
             their respective positions as officers of the Company and to waive
             all of their rights and interests to all amounts due from the
             Company (such amounts consisting of accrued payroll and loans and
             advances made



                                       17
<PAGE>

                            REGENESIS HOLDINGS, INC.

               NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued
                                  JUNE 30, 2000
                                   (Unaudited)


             to the Company). In addition, each individual has agreed to waive
             all of their rights and interests to certain shares of common stock
             and certain unexercised stock options granted to them through June
             30, 2000.

             As of June 30, 2000, the following amounts were recorded in the
             accompanying condensed financial statements or disclosed in the
             related footnotes with regard to the amounts that will be waived by
             these individuals:

             Accrued payroll                                            $195,155
             Due to officers and stockholders                           $ 73,674
             Shares of common stock                                      500,000
             Options to purchase common stock                            500,000




                                       18
<PAGE>


         ITEM   2.         MANAGEMENT'S DISCUSSION AND ANALYSIS
                           OR PLAN OF OPERATIONS

         Forward-Looking Statements

             The Private Securities Litigation Reform Act of 1995 provides a
             "safe harbor" for certain forward-looking statements. The
             forward-looking statements contained in this Report are subject to
             certain risks and uncertainties. Actual results could differ
             materially from current expectations. Among the factors that could
             affect the Company's actual results and could cause results to
             differ from those contained in the forward-looking statements
             contained herein is the Company's ability to implement its business
             strategy successfully, which will depend on business, financial,
             and other factors beyond the Company's control, including, among
             others, prevailing changes in customer preferences. There can be no
             assurance that the Company will be successful in implementing its
             business strategy. Other factors could also cause actual results to
             vary materially from the future results covered in such
             forward-looking statements. Words used in this Report such as
             "expects," "believes," "estimates" and "anticipates" and variations
             of such words and similar expressions are intended to identify such
             forward-looking statements.

             The following should be read in conjunction with the Financial
             Statements of the Company and the notes thereto included elsewhere
             in this report on Form 10-QSB, as well as the information contained
             in the Company's Annual Report on Form 10-KSB for the year ended
             December 31, 1999, as filed with the Securities and Exchange
             Commission on June 23, 2000.

         General

             The report of the Company's independent certified public
             accountants on their audit of the Company's December 31, 1999
             financial statements contained uncertainties relating to the
             Company's ability to continue as a going concern. As shown in the
             accompanying financial statements the Company incurred a loss of
             $1,354,484 for the six months ended June 30, 2000, and had a
             working capital deficiency and a stockholders' deficiency of
             $1,690,878 and $1,544,095, respectively, at June 30, 2000. These
             factors among others raise substantial doubt about the company's
             ability to continue as a going concern for a reasonable period of
             time. The accompanying financial statements do not include any
             adjustments relating to the outcome of this uncertainty.

             As of June 30,  2000,  the  Company  had cash of $651 and a working
             capital deficiency of $1,690,878.

             The Company's continuation as a going concern is dependent upon its
             ability to generate sufficient cash flow to meet its obligations on
             a timely basis. The Company's primary source of liquidity has been
             from the cash generated through the private placement of equity
             and/or debt securities and from advances from its officers and
             directors. The Company is presently pursuing the completion of the
             transaction with Tread Petroleum LLC (see "Managements Discussion
             and Analysis or Plan of Operations - General") in order to
             eventually achieve profitable operations. However, there can be no
             assurance that the Company will be successful in achieving
             profitable operations or acquiring additional capital or that such
             capital, if available, will be on terms and conditions acceptable
             to the Company.




                                       19
<PAGE>


             In 1999, the Company acquired the assets of NetDisc, Inc.
             ("NetDisc") for the purpose of pursuing Internet advertising
             opportunities, although to date, the Company has generated no
             revenues from such activities. In addition, during 1999, the
             Company entered into a preliminary letter of intent (the
             "Preliminary LOI") to acquire all of the assets and assume certain
             liabilities of the entity formerly known as Red Ant Entertainment
             ("Red Ant"). In accordance with the terms of the Preliminary LOI
             both the Company and the seller each loaned $75,000 to MCCC
             Acquisition, LLC ("MCCC") the owner of the assets and such funds
             were simultaneously advanced to Management West International, Inc.
             ("Management West") which is the entity that was managing the
             assets until completion of the acquisition by the Company. In
             addition, through June 30, 2000, the Company advanced $349,648 to
             Management West to cover a portion of their operating expenses.

             Pursuant to the terms of the Preliminary LOI, the purchase price
             was to be comprised of $300,000 of cash, 300,000 shares of
             restricted common stock of the Company, a three year warrant to
             purchase 100,000 shares of common stock of the Company at an
             exercise price of $3.00 per share, plus the liabilities assumed.
             The Company's $75,000 loan to MCCC was to be forgiven. All
             operating advances made by the Company through the date of closing
             of the purchase were to be considered as part of the purchase price
             for financial reporting purposes, accordingly, such advances were
             capitalized as advances toward pending acquisition in the
             accompanying financial statements. Subsequent to June 30, 2000, the
             Board of Directors of the Company determined that completion of the
             acquisition would not be in the best interests of the Company.
             Accordingly, the $424,648 balance of advances toward pending
             acquisition was charged to operations during the quarter ended June
             30, 2000.

             On December 15, 1998, the Company's common stock was delisted from
             the OTC Bulletin Board for failure to comply with Rule 15c-211. On
             June 30, 2000, the common stock resumed trading on the OTC Bulletin
             Board.

             Pursuant to a Share Sale and Contribution Agreement ("the
             Agreement") dated as of September 14, 2000, Triad Petroleum LLC
             ("Triad") will acquire 96% of the voting equity of the Company
             through the issuance of a combination of common and convertible
             preferred shares. In consideration thereof, Triad will assign its
             exclusive 50 year license and distribution rights under a
             Technology License and Marketing Agreement with E-Mation LLC (an
             affiliate of Triad) which provides for the exclusive rights to
             make, market and sell products and services using E-Mation's
             proprietary technology which integrates all aspects of the business
             operations for both wholesale distribution and retail sale of fuel.
             There is no significant operating history with respect to this
             asset.

             This Agreement is subject to certain closing conditions, including
             but not limited to, the Company's reduction or elimination of
             certain liabilities, the conversion of certain indebtedness to
             equity and termination of certain outstanding contracts of the
             Company.

             In connection with the closing of the transaction the Company will
             issue to Triad a combination of common stock and a newly designated
             series of convertible preferred stock. Each share of new
             convertible preferred stock will be convertible in to ten shares of
             common stock and will participate in all voting and dividend rights
             of the common shareholders on an as converted basis. The total
             number of shares to be issued on a common stock equivalent basis,
             will approximate 141,000,000 shares.

             Promptly following the consummation of the transaction, the Company
             intends to seek the consent of its shareholders to authorize an
             amendment to the Company's Articles of Incorporation increasing the
             Company's authorized shares of common stock from 100,000,000 to
             300,000,000 and to increase the Company's authorized shares of
             preferred stock from 10,000,000 to 50,000,000.



                                       20
<PAGE>


             If the transaction does not close for any reason, Triad will have
             the right to exercise certain warrants to purchase 750,000 shares
             of the Company's common stock, at $.10 per share as compensation
             for any amounts Triad expended on behalf of the Company in
             connection with the proposed transaction.

             The foregoing description of the transaction is a summary, and as
             such is qualified in its entirety by reference to the Agreement and
             a related side letter thereto which are filed herewith as Exhibit
             10.19.

         Results of Operations

             For the six months ended June 30, 2000 and 1999 the Company
             generated no revenues, and incurred net losses of $1,354,484 and
             $706,999, respectively.

             Operating expenses for the six months ended June 30, 2000 and 1999
             aggregated $1,339,047 and $712,999, respectively and were comprised
             as follows:
<TABLE>
<CAPTION>

                                                                          2000                     1999
                                                                          ----                     ----
<S>                                                                  <C>                         <C>
             Salaries and wages including related taxes              $   356,494                 $ 278,599
             Legal and professional                                      130,452                    76,750
             Marketing and promotion                                      13,573                   107,642
             Travel                                                       64,207                    26,934
             Consulting fees                                             185,000                   122,575
             Rent                                                         49,042                    21,150
             Office expense                                               34,213                    12,519
             Depreciation and amortization                                12,697                     1,532
             Other general and administrative                             68,721                    65,298
             Write-off of advances toward pending
                 acquisition                                             424,648                         -
                                                                     -----------                 ---------
             Total                                                   $ 1,339,047                 $ 712,999
                                                                     ===========                  ========
</TABLE>

             Salaries and wages including related taxes increased $77,895 in the
             six months ended June 30, 2000, as a result of employment of five
             executive officers, as well as employment of administrative and
             support staff, some of which were not employed by the Company
             during the six months ended June 30, 1999.

             Legal and professional fees increased $53,702 in 2000 when compared
             to 1999 as a result of a decrease in legal fees of $4,062 and an
             increase in accounting fees of $57,764. The increase in accounting
             fees is primarily due to the expenses associated with the
             engagement of outside professionals to assist the Company in
             preparing its financial statements.

             The $107,642 of marketing and promotion costs in 1999, relates to
             the initial marketing launch of the Company's NetDisc products,
             including the cost of producing the CD Rom discs. The $13,573 of
             marketing and promotion costs in 2000 relates to continued efforts
             to market the NetDisc products.

             Travel expense increased by $37,273 in 2000 as a result of the
             travel costs associated with the raising of capital, as well as the
             pursuit of potential acquisitions, and the continuing marketing and
             promotion of the NetDisc CD Rom product.




                                       21
<PAGE>



             Consulting fees of $185,000 in 2000 consist of $138,000 related to
             the pending acquisition, $47,000 of investment banking and public
             relations expenses relating to pursuit of additional capital for
             the Company. Consulting fees of $122,575 in 1999 consist of
             $107,050 of compensation expense associated with the issuance of
             common stock to various individuals in exchange for services
             performed, as well as $15,525 of consulting fees paid in connection
             with general corporate matters.

             Rent expense in 2000 aggregated $49,042 and related to the opening
             of corporate offices in Miami, Florida and New York City in late
             1999. The $21,150 in 1999 related to sub lease costs for temporary
             office space.

             Office expenses increased by $21,694 as a result of the opening of
             corporate offices in Miami, Florida and New York City and the
             overall increase in administrative activity in 2000 as compared to
             1999.

             Depreciation and amortization aggregated $12,697 in 2000, due to
             the acquisition of a total of approximately $27,000 of furniture
             and equipment for the year ended December 31, 1999, and $10,101 of
             assets purchased during the six months ended June 30, 2000, as well
             as the amortization of the excess of costs over the fair value of
             net assets acquired associated with NetDisc and the amortization of
             deferred consulting fees incurred in late 1999 and the six months
             ended June 30, 2000.

             Interest expense in 2000 aggregated $15,437 resulting from $275,000
             of borrowings during the second half of 1999. There were no
             borrowings during the six months ended June 30, 1999.

             Subsequent to June 30, 2000, the Board of Directors of the Company
             determined that completion of the pending acquisition of the entity
             formally known as Red Ant Entertainment would not be in the best
             interests of the Company. Accordingly, the $424,648 balance of
             advances toward pending acquisition were charged to operations
             during the quarter ended June 30, 2000.

         Liquidity and Capital Resources

             For the six months ended June 30, 2000 and 1999, net cash used in
             operating activities was $518,529 and $286,839, respectively. The
             increase of $231,690 was primarily attributable to additional
             expenses relating to the employment of executive officers and
             support staff, as well as the opening of corporate offices in
             Miami, Florida and New York City.

             Net cash used in investing activities for the six months ended June
             30, 2000 was $279,257, which was attributable to $269,156 of
             advances in connection with a pending acquisition along with an
             aggregate $10,101 relating to payments for furniture and equipment.
             In 1999, net cash used in investing activities of $15,322, was
             attributable to payments for furniture and equipment.

             Net cash provided by financing activities for the six months ended
             June 30, 2000 was $696,602 which was comprised of an aggregate of
             $450,000 relating to the sale of common stock in private placements
             and $364,650 of loans from officers and stockholders. During the
             six months ended June 30, 2000, the Company made principal payments
             of $20,000 on outstanding loans payable and repaid $98,048 of
             advances to officers and stockholders. Net cash provided by
             financing activities for 1999 was $289,455, which was primarily
             attributable to proceeds received from the sale of common stock of
             $266,230, and $23,225 of net advances from officers and
             stockholders.



                                       22
<PAGE>


             For the period from July 1, 2000 through September 15, 2000, the
             Company received an aggregate of $ 75,000 of additional advances
             from officers and stockholders.

             As of June 30,  2000,  the  Company  had cash of $651 and a working
             capital deficiency of $1,690,878.

             The Company's ability to meet its future obligations in relation to
             the orderly payment of its recurring obligations on a current basis
             is totally dependent on its ability to complete the transaction
             with Triad Petroleum LCC and attain a profitable level of
             operations. Since the Company has no current source of liquidity,
             the Company is unable to predict how long it may be able to survive
             without a significant infusion of capital from outside sources and
             it is further unable to predict whether such capital infusion, if
             available, will be on terms and conditions favorable to the
             Company.

             Subsequent to June 30, 2000, the Company's President and Chief
             Executive Officer, who was also a Director of the Company, as well
             as its Executive Vice President of Entertainment/Music Development
             and another Director of the Company resigned from their respective
             positions with the Company. In connection with such resignations
             each of the individuals waived all of their rights and interests to
             all amounts due from the Company consisting of accrued payroll and
             loans and advances made to the Company. In addition, each of the
             individuals waived all of their rights and interests to certain
             shares of common stock and unexercised common stock options granted
             to them through June 30, 2000.

             As of June 30, 2000, the following amounts were recorded in the
             accompanying condensed financial statements or disclosed in the
             related footnotes with regard to the amounts that will be waived by
             these individuals:

              Accrued payroll cancelled                                 $365,713
              Due to officers and stockholders cancelled                $385,766
              Shares of common stock cancelled                           470,000
              Options to purchase common stock cancelled                 350,000

             Subsequent to June 30, 2000, 1,000,000 shares of common stock
             issued in connection with two terminated consulting agreements were
             cancelled.

             In connection with the completion of the Triad transaction, the
             Company's current Chairman of the Board of Directors, Chief
             Executive Officer and President and its Chief Financial Officer,
             both of whom are Directors of the Company, have agreed to resign
             their respective positions as officers of the Company and to waive
             all of their rights and interests to all amounts due from the
             Company consisting of accrued payroll and loans and advances made
             to the Company. In addition, each individual has agreed to waive
             all of their rights and interests to certain shares of common stock
             and certain unexercised stock options granted to them through June
             30, 2000.

             As of June 30, 2000, the following amounts were recorded in the
             accompanying condensed financial statements or disclosed in the
             related footnotes with regard to the amounts that will be waived by
             these individuals:

              Accrued payroll                                           $195,155
              Due to officers and stockholders                            73,674
              Shares of common stock                                     500,000
              Options to purchase common stock                           500,000



                                       23
<PAGE>


PART II  OTHER INFORMATION
--------------------------

         ITEM  1. LEGAL PROCEEDINGS

             In  December,  1998 the Company  filed a  Complaint  in the Circuit
             Court of the  Fifteenth  Judicial  Circuit  in and for  Palm  Beach
             County,  Florida  entitled  Shulman &  Associates,  Inc.,  Manny J.
             Shulman, Franklyn B. Weichselbaum,  Mitchell Rubinson and Regenesis
             Holdings,  Inc.  v.  Elizabeth  Shwiff,   Fincross,  Ltd.,  Elpoint
             Corporation,  Elpoint Co., L.L.C.,  Russian Securities Co., Gennady
             Yakovlev, Oleg Pavlioutchouk and Maxim Shishlyannikov,  Case No. CL
             98-11409 AD, for defamation  and liable in connection  with certain
             information  released  about  the  Company.  On  August  21,  2000,
             Regenesis   dismissed  the  action  without  prejudice  as  to  all
             defendants.

             In a  collateral  action,  the  Company  was  named  in  a  lawsuit
             involving several of the same parties in the United States District
             Court  for  the  Northern  District  of  California  in the  matter
             entitled Elpoint Co., L.L.C., et al. v. Mitchell Rubinson,  et al.,
             Case  No.  99-1107  CRB.  Although  the  Company  was  named  as  a
             indispensable  party,  the  allegations  were  in the  nature  of a
             shareholder  derivative  claim and no relief was sought against the
             Company by the plaintiffs.

             On May 19, 1999, a majority of the parties named in the
             aforementioned lawsuits, including another California state court
             action entitled Elpoint, L.L.C., et al. v. Mitchell Rubinson, et
             al., Case No. 301428, filed in the Superior Court, attended
             mediation which resulted in a settlement which required, among
             other things, the dismissal of all three lawsuits. The Company was
             not a named party in the California state court action.
             Additionally, the Company is not obligated to contribute
             financially to the settlement. Although, the Company did not attend
             the mediation, the Company was an intended beneficiary of the
             settlement. Mitchell Rubinson and Larry Rutstein, former officers
             of the Company, alleged certain indemnification rights against the
             Company as part of the settlement and notified the Company of such
             a reservation subsequent to their execution of the settlement
             agreement. The Company cannot opine upon the validity of such
             claims as no action has been filed against the Company in that
             regard. However, the Company would vigorously defend any such
             claims in the event they are filed. Mitchell Rubinson has notified
             the Company of alleged indemnification rights as to any funds paid
             for settlement and any attorney's fees incurred in the above
             mentioned actions.

             On December 16, 1999, the Judge presiding over the Superior Court
             of California state court action entered an order granting the
             plaintiff's motion to enforce the settlement under California Code
             of Civil Procedure ss. 664.6.

         ITEM  2. CHANGES IN SECURITIES

             On January 5, 2000, the Company granted options to three officers
             to purchase an aggregate of 800,000 shares of common stock at an
             exercise price of $0.25 per share. Inasmuch as the purchasers were
             officers of the Company and had access to relevant information
             concerning the Company, including financial information, the
             issuance of such securities was exempt from the registration
             requirements of the Securities Act pursuant to the exemption set
             forth in Section 4(2) of such Act and the rules and regulations
             thereunder.




                                       24
<PAGE>


             On January 5, 2000, the Company issued 50,000 shares of common
             stock to Gustavo Rodriquez (Vice President of Entertainment/Music
             Development) in connection with a one year extension of his
             employment agreement. Inasmuch as the purchaser was an officer and
             had access to relevant information concerning the Company,
             including financial information, the issuance of such securities
             was exempt from the registration requirements of the Securities Act
             pursuant to the exemption set forth in Section 4(2) of such Act and
             the rules and regulations thereunder.

             On January 20, 2000, the Company agreed to sell 200,000 shares of
             common stock for a purchase price of $200,000 to Edward McCabe. The
             purchaser deposited the $200,000 purchase price with the Company's
             counsel for the benefit of Company until completion of the
             acquisition of the assets of the entity formally known as Red Ant
             Entertainment. On June 15, 2000, counsel for the Company released
             the funds to the Company and $145,000 of such funds were advanced
             in connection with the proposed acquisition and $55,000 of such
             funds were utilized for general working capital purposes. As of
             June 30, 2000, the Company has reflected the 200,000 shares as
             outstanding in its financial statements. Inasmuch as the purchaser
             was an accredited investor and had access to relevant information
             concerning the Company, including financial information, the
             issuance of such securities was exempt from the registration
             requirements of the Securities Act pursuant to the exemption set
             forth in Section 4(2) of such Act and the rules and regulations
             thereunder.

             On January 25, 2000, the Company issued 250,000 shares of common
             stock to Mel Adler, the father of the Chairman of the Board of
             Directors, in connection with the purchase of the URL address Music
             411.com. Inasmuch as the purchaser was an accredited investor and
             had access to relevant information concerning the Company,
             including financial information, the issuance of such securities
             was exempt from the registration requirements of the Securities Act
             pursuant to the exemption set forth in Section 4(2) of such Act and
             the rules and regulations thereunder.

             On January 28, 2000, the Company issued 500,000 shares of common
             stock to Les Garland in connection with the terms of his three year
             consulting agreement. Inasmuch as the purchaser was an accredited
             investor and had access to relevant information concerning the
             Company, including financial information, the issuance of such
             securities was exempt from the registration requirements of the
             Securities Act pursuant to the exemption set forth in Section 4(2)
             of such Act and the rules and regulations thereunder.

             On January 28, 2000, the Company issued 500,000 shares of common
             stock to Brandon Phillips in connection with the terms of his three
             year consulting agreement. Inasmuch as the purchaser was an
             accredited investor and had access to relevant information
             concerning the Company, including financial information, the
             issuance of such securities was exempt from the registration
             requirements of the Securities Act pursuant to the exemption set
             forth in Section 4(2) of such Act and the rules and regulations
             thereunder.

             On January 28, 2000, the Company issued 50,000 shares of common
             stock to Edwin Ruh in connection with the terms of his three year
             consulting agreement. Inasmuch as the purchaser was an accredited
             investor and had access to relevant information concerning the
             Company, including financial information, the issuance of such
             securities was exempt from the registration requirements of the
             Securities Act pursuant to the exemption set forth in Section 4(2)
             of such Act and the rules and regulations thereunder.



                                       25
<PAGE>



             On January 31, 2000, the Company consummated the sale of 50,000
             shares of its common stock for a purchase price of $100,000, or
             $2.00 per share, to an institutional investor. Inasmuch as the
             purchaser was an accredited investor and had access to relevant
             information concerning the Company, including financial
             information, the issuance of such securities was exempt from the
             registration requirements of the Securities Act pursuant to the
             exemption set forth in Section 4(2) of such Act and the rules and
             regulations thereunder.

             On March 2, 2000, the Company consummated the sale of 50,000 shares
             of its common stock for a purchase price of $150,000, or $3.00 per
             share, to an institutional investor. Inasmuch as the purchaser was
             an accredited investor and had access to relevant information
             concerning the Company, including financial information, the
             issuance of such securities was exempt from the registration
             requirements of the Securities Act pursuant to the exemption set
             forth in Section 4(2) of such Act and the rules and regulations
             thereunder.

             On March 7, 2000, the Company issued three Common Stock Purchase
             Warrants to The Equity Group, Inc., in connection with their three
             year consulting agreement. The warrants entitled the purchaser to
             purchase an aggregate of 216,000 shares of the Company's common
             stock, 72,000 shares at an exercise price of $2.50 per share;
             72,000 shares at an exercise price of $5.00 per share and 72,000
             shares at an exercise price of $7.50 per share. Warrants for 72,000
             shares are exercisable immediately; warrants for 72,000 shares are
             exercisable in one year and warrants for 72,000 shares are
             exercisable in two years. Inasmuch as the purchaser was an
             accredited investor and had access to relevant information
             concerning the Company, including financial information, the
             issuance of such securities was exempt from the registration
             requirements of the Securities Act pursuant to the exemption set
             forth in Section 4(2) of such Act and the rules and regulations
             thereunder.

             No underwriters were involved in any of the transactions described
             above, and no commissions were paid in connection therewith.

             In connection with the closing of the transaction with Triad
             Petroleum LLC, certain of the issuances described above, as well as
             issuances in prior periods, will be cancelled. See "Management
             Discussions and Analyses or Plan of Operations - General".

         ITEM  3. DEFAULTS UPON SENIOR SECURITITES

                                    None

         ITEM  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                                    None

         ITEM  5. OTHER INFORMATION

                                    None

         ITEM  6. EXHIBITS AND REPORTS ON 8-K

         (a.)     Index to Exhibits

                  4.1   Warrant Issued to Triad LLC

                  10.19 Share, Sale and Contribution Agreement dated as of
                        September 14, 2000 and related side letter thereto,
                        by and among Regenesis Holdings, Inc., Russell Adler For
                        Himself and his Nominees and Triad Petroleum LLC

27       Financial Data Schedule





                                       26
<PAGE>


(b.)     Reports on Form 8-K.

             (i)          On August 28, 2000, the Company filed a current report
                          on Form 8-K and reported the resignation of Lawrence
                          Gallo, its President and Chief Executive Officer, who
                          was also a Director of the Company; the resignation of
                          Mitchell Sandler as a Director of the Company; the
                          appointment of Joel Brownstein and Edwin Ruh as
                          Directors of the Company and the termination of two
                          consulting agreements.

                                   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.



DATE:      September 22, 2000        By:  /s/   Russell Adler
           ------------------            --------------------------------
                                         Russell Adler
                                         Chairman of the Board
                                         Chief Executive Officer and President
                                         (Principal Executive Officer)



DATE:      September 22, 2000        By:  /s/   Joel Brownstein
           ------------------            --------------------------------
                                         Joel Brownstein
                                         Chief Financial Officer
                                        (Principal Financial Officer)



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