U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB



        [X] Quarterly Report Under Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                  For the quarterly period ended March 31, 1999



               [ ] Transition Report Under Section 13 or 15(d) of
                                the Exchange Act


                         Commission file number 1-12350

                            REGENESIS HOLDINGS, INC.

        (Exact Name of Small Business Issuer as Specified in Its Charter)

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

                        930 Washington Avenue - 4th Floor
                           Miami Beach, Florida 33139

                     (Address of Principal Executive Office)

                                 (305) 695-4400

                (Issuer's Telephone Number, Including Area Code)

                        1555 North Park Drive - Suite 103
                              Weston, Florida 33326

          (Former Name or Former Address, if Changed Since Last Report)

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 July 28, 1999 was 3,322,345. (certificates
         representing 2,560,000 shares have not yet been physically issued, but
         are deemed to be outstanding)

         Transitional Small Business Disclosure Format:

                           Yes   [ ]    No  [x]




<PAGE>





                            REGENESIS HOLDINGS, INC.
                          INDEX TO FINANCIAL STATEMENTS
                                   (Unaudited)




<TABLE>
<CAPTION>
<S>                                                                                                  <C>

PART I.  FINANCIAL INFORMATION                                                                          Page


      Item 1.     Financial Statements


                  Condensed Balance Sheets as of March 31, 1999 (Unaudited)
                           and December 31, 1998                                                          3


                  Condensed Statements of Operations for the Three
                           Months Ended March 31, 1999 (Unaudited) and 1998                               4



                  Condensed Statements of Cash Flows for the Three
                           Months Ended March 31, 1999 (Unaudited) and 1998                               5


                  Notes to Unaudited Financial Statements                                                 6


      Item 2.     Management's Discussion and Analysis or Plan of Operation                               7


PART II.  OTHER INFORMATION                                                                             8-10

                  Signatures                                                                              11


</TABLE>








                                       2
<PAGE>






                            REGENESIS HOLDINGS, INC.
                             CONDENSED BALANCE SHEET


                                                    March 31,       December 31,
                                                      1999               1998
                                                  ------------      ------------
                                                  (Unaudited)            *
ASSETS

Current assets
  Cash                                            $      500       $     20,748
    Due from Officers                                  9,444               -0-
                                                  ----------       ------------
                                                       9,944

Furniture and equipment                                9,855               -0-
                                                                   -----------
Intangible Asset                                       6,500               -0-
                                                  ----------       -----------

Total current assets                                  26,299             20,748
                                                  ==========       ============


LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Trade accounts payable                          $    70,225      $     14,403
  Loans payable others                                100,525             2,800
                                                  ------------     ------------

    Total current liabilities                         170,750            17,203
                                                  ============     ============

Commitments, Contingencies and Subsequent Events          --                 --

Shareholders' equity (deficit)
  Preferred stock, $.01 par value,
    10,000,000 shares authorized;                         --                 --
    none issued and outstanding
    Common stock, $.01 par value,
    100,000,000 shares authorized;
    762,345 shares issued
    and outstanding                                     7,623             7,623
  Additional paid-in capital                       12,471,481        12,471,481
  Deficit                                         (12,623,555)      (12,475,559)
                                                  -----------      ------------
                                                    (144,451)            3,545
                                                  -----------      ------------

                                                  $    26,299      $     20,748
                                                  ============     ============

*condensed from audited financial statements

                             See Accompanying Notes





                                       3
<PAGE>


                            REGENESIS HOLDINGS, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                   Three months ended March 31,

                                                      1999             1998
                                                      ----             ----



Operating expenses
  General and administrative                          147,996           160,100
                                                    ---------         ---------


Other expenses
  Interest expense                                       --                --
  Interest income                                        --                  69
  Other income                                           --              14,931


                                                         --              15,000
                                                                      ---------


Net income (loss)                                   $(147,996)        $(145,100)
                                                    ---------         ---------


Basic and diluted net
  loss per share

  Continuing operations                             $   (0.19)        $   (0.21)





Weighted average shares                               762,300           693,643
  outstanding                                         =======           =======





                             See Accompanying Notes




                                       4
<PAGE>




                            REGENESIS HOLDINGS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                    Three months ended March 31,
                                                   -----------------------------
                                                           1999          1998
                                                       -----------   -----------

Cash flows from operating activities
  Net loss                                               $(147,996)   $(145,100)
  Adjustments to reconcile net income to
  net cash used in operating activities:                      --
    Depreciation                                              1095         --
    Provision for underwriter warrant settlement              --           --
    Net realizable value adjustments                          --           --
    Gain on disposition of equipment                          --         90,000
Changes in operating assets and liabilities:
    Decrease in accounts receivable                           --         41,822
    Decrease in inventory                                     --           --
    Increase in accrued interest receivable                   --           --
    Decrease in prepaid expenses                              --           --
    Decrease in other assets                                  --           --
    Increase (Decrease) in accounts payable                 55,822         (925)

                                                         ---------    ---------
  Net cash used in operating activities                    (91,079)     (14,203)
                                                         ---------    ---------

Cash flows from investing activities
  Purchase of equipment                                    (10,950)        --
  Purchase of Netdisc Assets                                (6,500)
                                                         ---------    ---------
  Net cash used in investing activities                    (17,450)           0
                                                         ---------    ---------
Cash flows from financing activities
  Due from affiliates                                       (9,444)        --
  Issuance of common stock                                    --         15,000
  Proceeds from Loan payable                               100,525         --
  Decrease in Loans from Officers                           (2,800)
                                                         ---------    ---------
  Net cash provided by financing activities                 88,281       15,000
                                                         ---------    ---------
Foreign currency translation adjustment                       --           --

Net (decrease) in cash                                     (20,248)         797
Cash, beginning of year                                    (20,748)         500
                                                         ---------    ---------
Cash, end of year                                        $     500    $   1,297
                                                         =========    =========
Supplemental disclosure of cash flow information:
  Cash paid during the year for interest                 $    --      $    --
                                                         =========    =========


                             See Accompanying Notes


                                       5
<PAGE>



                            REGENESIS HOLDINGS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)



1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation - The accompanying condensed consolidated financial
statements at March 31, 1999 include the accounts of the Company.

The preparation 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, 1998 as filed
with the Securities and Exchange Commission. The December 31, 1998 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 position and results of
operations and cash flows for the periods presented. The results of operations
for the three months ended March 31, 1999 are not necessarily indicative of the
results to be expected for the full year.

Going Concern - The report of the Company's independent accountants on their
audit of the Company's December 31, 1998 financial statements contained
uncertainties relating to the Company's ability to continue as a going concern.
The Company has incurred a loss in the three months ended March 31, 1999 and
uncertainties exist with regard to the Company's ability to generate sufficient
cash flows from operations or other sources to meet existing obligations, which
gives rise to doubts about the Company's ability to continue as a going concern.
These financial statements do not include any adjustments that might result from
the outcome of this uncertainty.









                                       6
<PAGE>





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

GENERAL

Management's Discussion and Analysis or Plan of Operation contains various
"forward looking statements" within the meaning of the Securities Act of 1993
and the Securities And Exchange Act of 1934, which represents the Company's
expectations or beliefs concerning future events including without limitation
the following; ability of the Company to obtain financing on terms and
conditions that are favorable: ability of the Company to achieve profitability
and sufficiency of cash provided by operations, investing and financing
activities.

The Company cautions that these statements are further qualified by important
factors that would cause actual results to differ materially from those
contained in the forward looking statements, including without limitations, the
demand for the Company's future products and services, changes in the level of
operating expense and the present and future level of competition. Results
actually achieved may differ materially from expected results included in these
statements.


THREE MONTHS ENDED MARCH 31, 1999 VS THREE MONTHS ENDED MARCH 31, 1998:

RESULTS OF OPERATIONS

At March 31, 1998 and 1999, Regenesis did not have any operating subsidiaries.

General and Administrative Expenses for the three months ended March 31, 1999
and March 31, 1998, totaled $147,996 and $160,100, respectively. For the three
months ended March 31, 1999, General and Administrative Expenses were comprised
of promotion expenses related to product development and marketing, legal and
professional fees, office rent, travel, telephone and other corporate expenses
of $147,996. For the three months ended March 31, 1998, General and
Administrative Expenses were comprised of executive and office staff salaries of
$40,302, legal and professional fees, office rent, travel, telephone and other
general corporate expenses of $119,798.

Interest and other income for the three months ended March 31, 1999 and 1998 was
$0 and $15,000, respectively. The $15,000 is primarily attributable to interest
earned on invested funds during the 1998 period, as well as, miscellaneous
income relating to the recovery of certain assets.


LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 1999, the Company had cash of $500 and a deficiency in working
capital of (160,806). The Company's ability to meet its future obligations in
relation to the orderly payment of its recurring general and administrative
expenses on a current basis is totally dependent on its ability to secure and
develop new business opportunities through acquisitions or other venture
opportunities. 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.

In order to generate future operating activities, the Company intends to search
for, investigate and attempt to secure and develop business opportunities
through acquisitions, mergers or other business combinations and strategic
alliances. There can be no assurance that the Company will be successful in its
search for new business opportunities or that any such acquired businesses,
assets or new ventures will be successful. Although the Company engages in these
discussions from time to time, it is not at present a party to any agreement or
contract. The report of Rachlin Cohen & Holtz, LLP, the Company's auditors
("Auditors") in connection with their audit of the Company's financial
statements for the year ended December 31, 1998, containing an explanatory
paragraph which express substantial doubt as to the ability of the Company to
continue as a going concern, which assumes the realization of assets and
liquidation of liabilities in the ordinary course of business. Uncertainty
exists with regard to the Company's ability to generate sufficient cash flows
from operational or other sources to meet and fund its commitments with regard
to existing liabilities and recurring expenses, which give rise to substantial
doubt as to the Company's ability to continue as a going concern.

As reported in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1998, on February 23, 1999 the Company consummated the sale of
500,000 of its shares of common stock for an aggregate purchase price of
$100,000, or $.20 per share, to four institutional investors. Those proceeds
where originally entered as a loan, prior to the stock issuance as reported in
the Annual Report on Form 10-KSB for the year ended December 31, 1998 as filed
with the Securities and Exchange Commission.



                                       7
<PAGE>



PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

Regenesis received a letter in August 1998 on behalf of one of its shareholders
whereby the stockholder alleged that he was damaged by affirmative
misrepresentations and material omissions allegedly made by Regenesis and its
affiliates in connection with the 1996 sale of its securities to the
stockholder. The amount of damages alleged to have been suffered by the
stockholder is $1,200,000, excluding interest and attorney's fees. In December
1998, in an effort to resolve any such pending allegations, Regenesis joined a
suit in which this stockholder was charged with libel and slander. Regenesis
believes that this matter will be resolved in a manner favorable to it, but
there can be no assurances of this. If this matter is resolved in a manner
unfavorable to Regenesis, is financial position could be materially adversely
affected.

ITEM 2.CHANGES IN SECURITIES

Recent Sales of Unregistered Securities

On February 1, 1999 the Company sold 35,000 shares of its Series C Preferred
Stock for a purchase price of $350.00 or $.01 per share, to Mr. Adler, the
Chairman of the Board of the Company. Inasmuch as Mr. Adler, as an executive
officer and a director of the Company, is an accredited investor, 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 February 3, 1999, the Company sold 10,000 and 3,000 shares of its Series C
Preferred Stock for a purchase price of $130.00 or $.01 per share, to Mr. Adler
and Mr. Sandler, Chairman of the Board and President of the Company,
respectively. Inasmuch as each of Messrs. Adler and Sandler is an executive
officer and a director of the Company, and therefore an accredited investor,
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 February 5, 1999, the Company granted options under its 1997 Stock Option
Plan to purchase an aggregate of 500,000 shares of its common stock to Mr.
Adler. Such options have an exercise price of $.25 per share, are immediately
exercisable and expire February 4, 2003. Inasmuch as Mr. Adler, as the Company's
Chief Executive Officer, is an accredited investor and had access to relevant
information concerning the Company, 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 February 15, 1999, the Company consummated the sale of 950,000 of shares of
common stock for an aggregate purchase price of $9,500.00, or $.01 per share, to
29 investors. Inasmuch as each of such investors is either an accredited
otherwise qualified investor, or had a pre-existing relationship with the
Company and had access to relevant information concerning the Company, 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 February 17, 1999, Mr. Adler transferred 29,000 of his shares of Series C
Preferred Stock in the following manners to the following transferees, each of
which is an officer of the Company: 5,000 shares to Mr. Sandler; 13,333.33
shares to Mr. Gallo; and 10,666.66 shares to Mr. Brownstein. Messrs. Adler,
Sandler and Gallo are also directors of the Company. Each of Messrs. Adler,
Sandler, Gallo and Brownstein then converted all of his shares of Series C
Preferred Stock into an aggregate of 900,000 shares of common stock of the
Company, as follows: Mr. Adler: 300,000 shares; Mr. Sandler: 150,000 shares; Mr.
Gallo: 250,000 shares; and Mr. Brownstein: 200,000 shares.

On February 23, 1999 the Company consummated the sale of 500,000 of its shares
of common stock for an aggregate purchase price of $100,000, or $.20 per share,
to four institutional investors. Inasmuch as each of such institutional
investors is an accredited investor and had access to relevant information
concerning the Company, 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 30, 1999, the Company consummated the sale of 100,000 shares of its
common stock for a purchase price of $100,000, or $1.00 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.

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

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

                                       8
<PAGE>

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

On February 1, 1999, the Board of Directors of the Company designated 300,000
shares of authorized Preferred Stock as Series B Preferred Stock with a par
value of $.01 per share. The Series B Preferred Stock has equal voting rights
with the Company's Common Stock upon conversion to common stock; is convertible,
at the option of the holder, into twenty shares of Common Stock for each share
of Series B Preferred Stock; is redeemable at any time at the sole option of the
Company at a redemption price to be negotiated by the parties; entitled to
dividends from time to time as determined in the sole discretion of the Company
out of funds legally available for the payment of dividends; and is entitled to
a liquidation preference of $.01 per share upon voluntary or involuntary
dissolution or winding up of the Company.

On February 1, 1999, the Board of Directors of the Company designated 300,000
shares of authorized Preferred Stock as Series C Preferred Stock with a par
value of $.01 per share. The Series C Preferred Stock has equal voting rights
with the Company's Common Stock is convertible, at the option of the holder,
into fifty shares of Common Stock for each share of Series B Preferred Stock; is
redeemable at any time at the sole option of the Company at a redemption price
to be negotiated by the parties; entitled to dividends from time to time as
determined in the sole discretion of the Company out of funds legally available
for the payment of dividends; and is entitled to a liquidation preference of
$.01 per share upon voluntary or involuntary dissolution or winding up of the
Company.

On February 1, 1999, the Board of Directors of the Company and a majority of the
shareholders filed an amendment to the articles which provide for an increase of
common and Preferred shares as follows: The maximum number of shares of all
classes of stock which the Corporation is authorized to have outstanding at any
one time is 110,000,000 shares, of which 10,000,000 shares shall be preferred
stock, par value $.01 per share, issuable in one or more classes or series (the
"Preferred Stock"), and 100,000,000 shares shall be Common Stock, par value $.01
per share (the "Common Stock"). All or any part of the Common Stock and
Preferred Stock may be issued by the Corporation from time to time and for such
consideration as the Board of Directors may determine. All of such shares, if
and when issued, and upon receipt of such consideration by the Corporation,
shall be fully paid and non-assessable.

ITEM 5.OTHER INFORMATION

The Company has relocated its corporate headquarters from Weston, Florida to
Miami Beach, Florida at which it currently leases approximately 4000 square feet
of office space from an unaffiliated party. Its monthly lease payments are
$4100. The term of the lease is 35 months, commencing on August 1, 1999 and
ending May 31, 2002.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a.)     Index to Exhibits

         Exhibits Description of Documents

         3.5      Articles of Amendment to the Articles of Incorporation of
                  Regenesis Holdings, inc. increasing the authorized capital
                  stock and setting forth the designations, rights and
                  preferences of the Series B and Series C Preferred Stock. (1)

         10.5     Lease Agreement dated August 1, 1999 between Regenesis
                  Holdings, Inc. and Auction Finance Group, Inc.

         27       Financial Data Schedule
------------------
(1) Incorporated by reference as an exhibit to the Company's Form 8-K as filed
    with the Commission 2/18/99.



(b.)     Reports on Form 8-K.

                  During the last quarter of the period covered by this Report,
                  the Company filed a Report on form 8-K on December 29, 1998
                  disclosing (a) the December 22, 1998 resignations of (i) Zirk
                  Engelbrecht, the Company's Chairman of the Board, Chief
                  Executive Officer, Chief Operating Officer and President, and
                  (ii) Mario Gambuzzo, a director of the Company, and (b) the
                  appointment of Mitchell Sandler as a director and President of
                  the Company on the same date.

                  On January 29, 1999, the Company engaged the firm of Rachlin
                  Cohen & Holtz, One SE Third Ave., Tenth Floor, Miami, Florida
                  33131 (the "New Accountants") as its new certifying
                  accountants.

                  On February 18, 1999, the Company filed a Report on form 8-K
                  disclosing (a) that on February 1, 1999, the Board of
                  Directors of the Company designated 300,000 shares of
                  authorized Preferred Stock as Series B Preferred Stock with a
                  par value of $.01 per share, (ii) On February 1, 1999, the
                  Board of Directors of the Company designated 300,000 shares of
                  authorized Preferred Stock as Series C Preferred Stock with a
                  par value of $.01 per share, (iii) On February 1, 1999, the
                  Board of Directors of the Company and a majority of the

                                       9
<PAGE>

                  shareholders filed an amendment to the articles which provide
                  for an increase of common and Preferred shares as follows: The
                  maximum number of shares of all classes of stock which the
                  Corporation is authorized to have outstanding at any one time
                  is 110,000,000 shares, of which 10,000,000 shares shall be
                  preferred stock, par value $.01 per share, issuable in one or
                  more classes or series (the "Preferred Stock"), and
                  100,000,000 shares shall be Common Stock, par value $.01 per
                  share (the "Common Stock"). All or any part of the Common
                  Stock and Preferred Stock may be issued by the Corporation
                  from time to time and for such consideration as the Board of
                  Directors may determine. All of such shares, if and when
                  issued, and upon receipt of such consideration by the
                  Corporation, shall be fully paid and non-assessable.

                  Recent Sales of Unregistered Securities

                  On February 1, 1999 the Company sold 35,000 shares of its
                  Series C Preferred Stock for a purchase price of $350.00 or
                  $.01 per share, to Mr. Adler, the Chairman of the Board of the
                  Company. Inasmuch as Mr. Adler, as an executive officer and a
                  director of the Company, is an accredited investor, 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 February 3, 1999, the Company sold 10,000 and 3,000 shares
                  of its Series C Preferred Stock for a purchase price of
                  $130.00 or $.01 per share, to Mr. Adler and Mr. Sandler,
                  Chairman of the Board and President of the Company,
                  respectively. Inasmuch as each of Messrs. Adler and Sandler is
                  an executive officer and a director of the Company, and
                  therefore an accredited investor, 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 February 5, 1999, the Company granted options under its
                  1997 Stock Option Plan to purchase an aggregate of 500,000
                  shares of its common stock to Mr. Adler. Such options have an
                  exercise price of $.25 per share, are immediately exercisable
                  and expire February 4, 2003. Inasmuch as Mr. Adler, as the
                  Company's Chief Executive Officer, is an accredited investor
                  and had access to relevant information concerning the Company,
                  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 February 15, 1999, the Company consummated the sale of
                  950,000 of shares of common stock for an aggregate purchase
                  price of $9,500.00, or $.01 per share, to 29 investors.
                  Inasmuch as each of such investors is either an accredited
                  otherwise qualified investor, or had a pre-existing
                  relationship with the Company and had access to relevant
                  information concerning the Company, 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 February 17, 1999, Mr. Adler transferred 29,000 of his
                  shares of Series C Preferred Stock in the following manners to
                  the following transferees, each of which is an officer of the
                  Company: 5,000 shares to Mr. Sandler; 13,333.33 shares to Mr.
                  Gallo; and 10,666.66 shares to Mr. Brownstein. Messrs. Adler,
                  Sandler and Gallo are also directors of the Company. Each of
                  Messrs. Adler, Sandler, Gallo and Brownstein then converted
                  all of his shares of Series C Preferred Stock into an
                  aggregate of 900,000 shares of common stock of the Company, as
                  follows: Mr. Adler: 300,000 shares; Mr. Sandler: 150,000
                  shares; Mr. Gallo: 250,000 shares; and Mr. Brownstein: 200,000
                  shares.

                  On February 23, 1999 the Company consummated the sale of
                  500,000 of its shares of common stock for an aggregate
                  purchase price of $100,000, or $.20 per share, to four
                  institutional investors. Inasmuch as each of such
                  institutional investors is an accredited investor and had
                  access to relevant information concerning the Company, 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 30, 1999, the Company consummated the sale of 100,000
                  shares of its common stock for a purchase price of $100,000,
                  or $1.00 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.

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


                                       10
<PAGE>


                                   SIGNATURES


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

                                    REGENESIS HOLDING, INC.



         DATE:  July 28, 1999       By: /s/  Lawrence Gallo
                                        -------------------
                                            Lawrence Gallo
                                            CEO, President