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 September 30, 1997



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

                For the transition period from ____________ to ____________.


                        Commission file number 1-12350

                            REGENESIS HOLDINGS, INC.
  --------------------------------------------------------------------------
       (Exact Name of Small Business Issuer as Specified in Its Charter)

                Florida                                    65-0611607
  --------------------------------                   ----------------------
    (State or Other Jurisdiction of                      (I.R.S. Employer
    Incorporation or Organization)                       Identification No.)

                           7777 Glades Road, Suite 211
                            Boca Raton, Florida 33434
                  --------------------------------------------- 
                     (Address of Principal Executive Office)

                                 (561) 470-6005
               --------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                           Yes   [x]     No  [ ]


      The number of shares  outstanding of the issuer's common stock,  par value
$.01 per share as of November 5, 1997 was 588,643,  after  giving  effect to a 1
for 20 reverse  split which was declared on August 8, 1997 and a 1 for 3 reverse
split which was declared on September 17, 1997.

      Transitional Small Business Disclosure Format:

                           Yes   [ ]     No  [x]


<PAGE>


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



                                                                       
                                                                       
PART I.  FINANCIAL INFORMATION                                         Page
------------------------------                                         ----

      ITEM. 1     Financial Statements


                  Condensed Consolidated Balance Sheets
                  as of September 30, 1997 and December
                  31, 1996                                             2 - 3


                  Condensed Consolidated Statements of
                  Operations for the Three and Nine
                  Months Ended September 30, 1997 and
                  1996                                                   4


                  Condensed Consolidated Statement of
                  Shareholders' Equity for the Nine
                  Months Ended September 30, 1997                        5


                  Condensed Consolidated Statements of
                  Cash Flows for the Nine Months Ended
                  September 30, 1997 and 1996                          6 - 7


                  Notes to Condensed Consolidated
                  Financial Statements                                 8 - 13



      ITEM. 2     Management's Discussion and Analysis
                  or Plan of Operation                                14 - 17



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



SIGNATURES




                                      1

<PAGE>



                    REGENESIS HOLDINGS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS
                                     ------


                                                    September 30,   December 31,
                                                          1997            1996
                                                      ----------      ----------


CURRENT ASSETS:

   Cash and cash equivalents                          $    7,524      $  138,731
   Restricted cash                                          --           300,000
   Note receivable from Lator, Inc                       300,000            --
   Notes and accounts receivable
      from sale of QPQ Medical                           214,542            --
   Receivables                                              --           171,972
   Inventory                                                --            57,718
   Accrued interest receivable                             2,416          28,889
   Due from affiliates                                      --           149,382
   Prepaid expenses                                       27,000         230,368
                                                      ----------      ----------

      Total current assets                               551,482       1,077,060
                                                      ----------      ----------

Furniture, equipment & leasehold
  improvements, net                                       86,302       1,988,251

Deferred charges, net of accumulated
   amortization  of $ 1,250 and $11,301
   respectively                                              250         124,030

Domino's development rights, net
  of accumulated  amortization  of
   $106,208 at December 31, 1996                            --           204,646
                                                      ----------      ----------

                                                      $  638,034      $3,393,987
                                                      ==========      ==========







                                 (Continued)

                                      2


<PAGE>



                   REGENESIS HOLDINGS, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED BALANCE SHEETS, Continued
                                 (Unaudited)

                     LIABILITIES AND SHAREHOLDERS' EQUITY



                                                 September 30,      December 31,
                                                      1997              1996
                                                 ------------      ------------



CURRENT LIABILITIES:

   Accounts payable                              $     29,983      $    479,895
   Accrued expenses                                      --              92,489
   Due to affiliate                                      --             243,983
   Bank credit facilities payable                        --              21,718
                                                 ------------      ------------

      Total current liabilities                        29,983           838,085
                                                 ------------      ------------

BANK CREDIT FACILITIES PAYABLE                           --             300,000
                                                 ------------      ------------


COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:

   Preferred Stock, $.01 par value,
      1,000,000 shares authorized;
      no shares issued                                   --                --
   Common  Stock, $.01 par value,
      1,666,667 shares authorized;
      237,643 and 122,557 shares
      issued  and  outstanding,
      respectively                                      2,376             1,275
   Additional paid-in capital                      10,844,050         9,276,942
   Accumulated deficit                            (10,238,375)       (7,090,852)
   Accumulated translation adjustment                    --              68,537
                                                 ------------      ------------

      Total shareholders' equity                      608,051         2,255,902
                                                 ------------      ------------



                                                 $    638,034      $  3,393,987
                                                 ============      ============

                             See Accompanying Notes

                                        3

<PAGE>



                  REGENESIS HOLDINGS, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)
<TABLE>
<CAPTION>

                                                Three Months Ended          Nine Months Ended
                                                   September 30,              September 30,
                                           --------------------------    -------------------------- 
                                               1997           1996           1997          1996
                                           -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>        
GENERAL & ADMINISTRATIVE
   EXPENSES                                $   164,526    $   219,173    $   968,322    $   488,658


OTHER INCOME (EXPENSES):
   Interest and other income                       503            270         21,698          9,454
   Interest expense                             (4,503)          (708)       (31,375)          (708)
   Underwriter warrant
         settlement                               --             --         (201,000)          --
                                           -----------    -----------    -----------    -----------
   Total other income
        (expense), net                          (4,000)          (438)      (210,677)         8,746
                                           -----------    -----------    -----------    -----------

LOSS FROM CONTINUING
   OPERATIONS                                 (168,526)      (219,611)    (1,178,999)      (479,912)

DISCONTINUED OPERATIONS:
   Loss from operations                        (87,119)      (723,233)    (1,371,183)    (1,619,392)
   Loss on disposal of
         discontinued operations              (295,630)          --         (597,341)          --
                                           -----------    -----------    -----------    -----------

LOSS FROM DISCONTINUED
   OPERATIONS                                 (382,749)      (723,233)    (1,968,524)    (1,619,392)
                                           -----------    -----------    -----------    -----------

NET LOSS                                   $  (551,275)   $  (942,844)   $(3,147,523)   $(2,099,304)
                                           ===========    ===========    ===========    ===========

NET LOSS PER COMMON
   SHARE:
   Continuing operations                   $      (.70)   $     (1.81)   $     (6.77)   $     (4.35)
   Discontinued operations                       (1.60)         (5.97)        (11.28)        (14.69)
                                           -----------    -----------    -----------    -----------
         Net loss                          $     (2.30)   $     (7.78)   $    (18.05)   $    (19.04)
                                           ===========    ===========    ===========    ===========
WEIGHTED AVERAGE
   COMMON SHARES
   OUTSTANDING                                 239,908        121,188        174,419        110,254
                                           ===========    ===========    ===========    ===========

</TABLE>










                                    See Accompanying Notes

                                              4

<PAGE>



                               REGENESIS HOLDINGS, INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                             For the Nine Months Ended September 30, 1997
                                             (Unaudited)
<TABLE>
<CAPTION>


                                        Common Stock              Additional   Accumulated
                                   -------------------------        Paid In    Translation     Accumulated
                                      Shares          Amount        Capital     Adjustment       Deficit          Total
                                   ----------    -----------     -----------   -----------   ------------    ------------
<S>                                   <C>        <C>             <C>           <C>           <C>             <C>         
Balances,
   December 31,
   1996                               127,557    $     1,275     $ 9,276,942   $    68,537   $( 7,090,852)   $  2,255,902

Issuance of Common Stock
   in exchange for 8%
   Convertible Debentures,
   net of unamortized debenture
   issue costs of $165,927             64,000            640       1,136,071          -              -          1,136,711

Issuance of Common Stock
   in satisfaction of liabilities
   and payment of legal and
   professional expenses               31,667            317         346,627          -              -            346,944

Issuance of Common Stock
   in payment of officer
   compensation                         6,086             61          34,493          -              -             34,554

Issuance of Common Stock
   in private placement,
   net of expenses of $15,018           8,333             83          49,917          -              -             50,000

Translation
   adjustments                            -               -             -        (  68,537)          -        (    68,537)


Net loss for
   the period                             -               -             -             -       ( 3,147,523)    ( 3,147,523)

                                   ----------    -----------     -----------   -----------   ------------    ------------
Balances,
   September 30, 1997                 237,643    $     2,376     $10,844,050   $      -      $(10,238,375)   $    608,051
                                   ==========    ===========     ===========   ===========   ============    ============

</TABLE>









































                                                See Accompanying Notes
                                                          5



<PAGE>



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



                                                 Nine Months Ended September 30,
                                                 -------------------------------
                                                      1997              1996
                                                  -----------       -----------

CASH FLOWS FROM OPERATING
   ACTIVITIES:

   Net Loss                                       $(3,147,523)      $(2,099,304)
   Adjustment to reconcile net
      loss to net cash used in
      operating activities:
          Depreciation and amortization                54,905            27,952
          Loss on sale of discontinued
             operations                               851,883              --
          Expenses paid by issuance of
             common stock                             404,136              --
   Changes in operating assets and
      liabilities:
          Accrued interest receivable                  26,473              --
          Prepaid expenses                            (27,000)             --
          Accounts payable and
             accrued expenses                         (49,354)            5,183
          Discontinued operations -
             noncash charges and
             working capital changes                  448,112           460,587
                                                  -----------       ----------- 
   Net cash used in operating
      activities                                   (1,438,368)       (1,605,582)
                                                  -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Proceeds from sale of
      discontinued operations                         585,000              --
   Proceeds from sale of equipment                     73,350              --
   Note receivable                                   (300,000)             --
   Discontinued operations                            300,000          (861,102)
   Payments for furniture, equipment
      and leasehold improvements                      (13,000)          (79,403)
                                                  -----------       -----------

   Net cash provided by(used in)
      investing activities                            645,350          (940,505)
                                                  -----------       -----------













                                 (Continued)

                                      6

<PAGE>
                  REGENESIS HOLDINGS, INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
                                 (Unaudited)

                                                 Nine Months Ended September 30,
                                                 -------------------------------
                                                      1997              1996
                                                  -----------       -----------

CASH FLOWS FROM FINANCING
   ACTIVITIES:

   Net proceeds from issuance of
      common stock                                    50,000          1,997,932
   Payment for option                                   --              (10,000)
   Net proceeds from issuance of
      8% convertible debentures                    1,066,667               --
   Proceeds from exercise of
     stock options                                    30,000               --
   Discontinued operations                          (321,718)            53,072
   Payments from(to) affiliates, net                 (94,601)             8,235
                                                 -----------        -----------

   Net cash provided by financing
      activities                                     730,348          2,049,239
                                                 -----------        -----------


FOREIGN CURRENCY TRANSLATION
   ADJUSTMENT                                        (68,537)           (56,511)

DECREASE IN CASH AND CASH
   EQUIVALENTS                                      (131,207)          (553,359)

BEGINNING CASH AND CASH EQUIVALENTS                  138,731          1,052,831
                                                 -----------        -----------

ENDING CASH AND CASH EQUIVALENTS                 $     7,524        $   499,472
                                                 ===========        ===========

SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION:

   Cash paid during the period for:
      Interest:
          Continuing operations                  $    31,375        $       708
                                                 ===========        ===========
          Discontinued operations                $    17,475        $    28,090
                                                 ===========        ===========

SUPPLEMENTAL SCHEDULE OF NON
   CASH INVESTING & FINANCING
   ACTIVITIES:


NINE MONTHS ENDED SEPTEMBER 30, 1997:

      Issuance of 64,000  shares of Common Stock in  satisfaction  of $1,280,000
      principal  amount of 8%  Convertible  Debentures  and  $22,638  of accrued
      interest.

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

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


                            See Accompanying Notes

                                        7

<PAGE>



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

1.    ORGANIZATION:

      On November 4, 1997, the Company  changed its name to Regenesis  Holdings,
Inc. ( the "Company/Regenesis").  The Company formerly known as QPQ Corporation,
was originally  organized for the purpose of developing and operating franchised
Domino's Pizza stores in the Republic of Poland ("Poland"). From August 9, 1995,
through September 3, 1997, the Company's  wholly-owned  subsidiary,  QPQ Medical
Centers, Inc. ("QPQ Medical") was in the business of developing and or operating
medical  centers  which  offered  primary  care medical  services and  medically
supervised  weight  loss  programs.  On June  27,  1997,  the  Company  sold its
wholly-owned  Polish subsidiary Pizza King Polska, Sp z.o.o. ("PK Polska") to an
unrelated  party,  in exchange for $500,000 cash,  relinquishment  of certain PK
Polska related assets owned by the Company and assumption of all  liabilities of
PK  Polska  by the  purchaser.  On  September  3,  1997,  the  Company  sold its
wholly-owned  subsidiary QPQ Medical  Centers,  Inc. to an unrelated  party,  in
exchange for $60,000 of cash, a $150,000 note  receivable  and the assumption of
all  liabilities  of QPQ  Medical by the  purchaser.  See Note 5 for  additional
details regarding the disposition of PK Polska and QPQ Medical.

      On  October  8,  1997,  the  Company  acquired  100%  of  the  issued  and
outstanding common stock of Lator  International,  Inc. ("Lator") from unrelated
parties in  exchange  for  300,000  shares of the  Company's  Series A Preferred
Stock. Lator was formed for the purpose of marketing Canadian Sphagnum peat moss
and has entered into an agreement  to purchase a Canadian  Company  which leases
certain peat moss bogs in Canada and harvests and sells the peat moss  primarily
in the Southeastern United States.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      Basis of Presentation - The accompanying  condensed consolidated financial
statements  at  September  30, 1997  include the  accounts of the  Company.  The
results  of  operations  and cash flows for PK Polska  and QPQ  Medical  for all
periods presented are included in Discontinued Operations.

      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  consolidated  financial statements,
which are for interim  periods,  do not include all disclosures  provided in the
annual consolidated financial statements. These unaudited condensed consolidated
financial  statements  should  be  read in  conjunction  with  the  consolidated
financial statements and the footnotes thereto contained in the Annual Report on
Form 10-KSB for the year ended  December  31, 1996 as filed with the  Securities
and Exchange  Commission.  The December 31, 1996 consolidated  balance sheet was
derived from audited consolidated financial statements, but does not include all
disclosures required by generally accepted accounting principles.

                                      8

<PAGE>




                  REGENESIS HOLDINGS, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                 (Unaudited)



      In the  opinion  of the  Company,  the  accompanying  unaudited  condensed
consolidated 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 nine months ended  September 30, 1997 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, 1996 consolidated financial statements
contained uncertainties relating to the Company's ability to continue as a going
concern.  The Company has incurred a  substantial  loss in the nine months ended
September 30, 1997 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.

      Net Loss Per Common Share - The  computation  of net loss per common share
in the accompanying  statements of operations is based upon the weighted average
number of shares  outstanding  during the period adjusted for the reverse splits
described  in Note 4. The net loss per common share does not include the assumed
exercise of any common stock options or warrants since their  inclusion would be
anti-dilutive.

      Reclassification  - Certain amounts in the 1996 financial  statements have
been reclassified to conform to the 1997 presentation.


3.    8 % CONVERTIBLE DEBENTURES:

      In March 1997, the Company entered into Securities Subscription Agreements
(the "Agreements") for the sale of $1,280,000 of 8% Convertible  Debentures (the
"Debentures")  with a maturity  date of March 31,  1998,  for which the  Company
received  net proceeds of  $1,066,667.  Interest on the  debentures  was payable
quarterly.

      The Debentures were originally  convertible into shares of common stock at
a  conversion  price  per  share  equal to the  lower of (a) 75% of the  average
closing  bid  price of the  common  stock  for five  business  days  immediately
preceding the conversion date or (b) 75% of the average of the closing bid price
of the common stock for the business day  immediately  preceding the date of the
individual Subscription Agreement.

      Pursuant to a settlement  entered into with all holders of the  Debentures
the holders  agreed to accept  three shares of Common Stock in exchange for each
$1 of principal amount of each Debenture.  In addition,  all accrued interest on
the debentures  was satisfied by issuance of the Common Stock.  On June 4, 1997,
the Company  issued  64,000  shares of Common  Stock in exchange  for all of the
outstanding Debentures.

                                      9

<PAGE>


                   REGENESIS HOLDINGS, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                 (Unaudited)



      The  $165,927  of  unamortized  costs  associated  with  issuance  of  the
debentures  has  been  charged  against   additional  paid  in  capital  in  the
accompanying condensed consolidated financial statements at September 30, 1997.

      The Debentures were originally  issued in reliance upon the exemption from
registration  afforded by  Regulation S as  promulgated  by the  Securities  and
Exchange Commission under the Securities Act of 1933, as amended.


4.    SHAREHOLDERS' EQUITY:

      On August 8, 1997,  the Company  declared a 1-for-20  reverse stock split,
payable to stockholders of record on August 22, 1997, and on September 17, 1997,
the Company  declared a 1 for 3 reverse stock split,  payable to stockholders of
record on October 8, 1997. All  information  relating to  outstanding  shares of
common stock in the accompanying  financial statements for all periods presented
has been restated to reflect the reverse splits.

      The Company's  Stock Option Plan (the "Plan") and  Directors  Stock Option
Plan (the "Directors Plan") (collectively the "Plans"),  authorized the issuance
of 16,667 and 833 shares of common stock options, respectively.

      As of September 30, 1997,  all options  issued under the Plans had expired
and the Company intends to terminate the Plans.

      On October 3, 1997,  the Company  established  its 1997 Stock  Option Plan
("1997 Plan")  which  authorizes  the  issuance of options to purchase a maximum
of 1,000,000 shares of Common Stock. All shares to be issued under the 1997 Plan
have been  registered pursuant to a Form S-8 Registration  Statement,  which was
filed and became effective on October 3, 1997.

      As of September 30, 1997, the Company has outstanding  options to purchase
16,903  shares of the Company's  common stock at an exercise  price of $3.60 per
share of common stock, none of which were granted pursuant to the aforementioned
1997 Plan.  Subsequent to September  30, 1997,  the Company  granted  options to
purchase 351,000 shares of Common Stock.

      During the three months ended September 30, 1997, the Company issued 8,333
shares of common  stock in a private  offering  and  received  net  proceeds  of
$50,000. During the same period, the Company also issued 10,000 shares of common
stock in payment  of  $18,000  of legal  fees and 872 shares of common  stock in
payment of employee compensation.


5.    DISCONTINUED OPERATIONS:

      Effective  June 23,  1997,  the Company  sold three of its four  operating
medical centers to an unrelated party in exchange for cash of $25,000, which was


                                      10

<PAGE>


                   REGENESIS HOLDINGS, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                 (Unaudited)

received on July 1, 1997 and notes receivable of $57,000. The Company recorded a
loss  on  disposition  of  assets  of  $228,088  in its  condensed  consolidated
financial  statements for the nine month period ended September 30, 1997.  After
completion  of this sale it was the  Company's  intention to continue to operate
the remaining medical center.  Subsequently,  during the quarter ended September
30,  1997,  management  of the Company  determined  that it would be in the best
interest  of the  Company to  dispose of the  remainder  of its  medical  center
operation in order to  eliminate  the  continuing  losses  associated  with such
operation and the potential  contingent  liabilities  related to the weight loss
business.

      On September 3, 1997 the Company sold its 100%  interest in QPQ Medical to
an unrelated party in exchange for $60,000 of cash, a $150,000 note  receivable,
and the  assumption  of all  liabilities  of QPQ  Medical by the  purchaser.  In
addition,  QPQ Medical  transferred  computer equipment with a net book value of
$74,789 to the Company as additional  consideration.  The note bears interest at
10% per annum, is payable in monthly principal installments of $5,000 commencing
October 1, 1997,  with a balloon  payment of $90,000  payable on  September  30,
1998.  Interest is payable at  maturity.  The note is secured by a first lien on
all assets of QPQ Medical and certain other assets owned by the purchaser.

      On June 27, 1997, the Company sold its wholly-owned  Polish  subsidiary PK
Polska for $500,000,  plus a release from all other  obligations  of the Company
relative to PK Polska, including bank guarantees.  The Company also relinquished
its $300,000 certificate of deposit (which was used as collateral for a $300,000
bank loan to PK Polska) and  transferred  the  unamortized  cost of its Domino's
Development  rights to the  purchaser.  Following is a  computation  of the loss
incurred on the sale of QPQ Medical and PK Polska:


                                            Q P Q          P K
                                           Medical        Polska          Total
                                        ----------     ----------     ----------
Net assets at date of sale              $  580,418     $  312,068     $  893,026
Certificate of deposit  relinquished          --          300,000        300,000
Transfer of net book value of
   Domino's development rights                --          189,103        189,103
                                        ----------     ----------     ----------

                  Total                    580,418        801,711      1,382,129
Less proceeds received                     284,788        500,000        784,788
                                        ----------     ----------     ----------

                  Loss on sale          $  295,630     $  301,711     $  597,341
                                        ==========     ==========     ==========







                                      11

<PAGE>
                   REGENESIS HOLDINGS, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                 (Unaudited)

      Following  is a  condensed  summary of the  results of  operations  of QPQ
Medical and PK Polska for all periods presented in the accompanying consolidated
financial statements:

                             Three Months Ended        Nine Months Ended
                                September 30,              September 30,
                         ------------------------   -------------------------  
                             1997          1996          1997         1996
                         -----------   ----------   -----------   -----------   
       Restaurant Sales  $  133,545    $  655,169   $ 1,260,707   $ 1,610,897

       Net Loss          $(  87,119)   $( 723,233)  $(1,371,183)  $(1,619,392)


 6.   COMMITMENTS:

      On  April  18,  1997,  the  Company  entered  into a two  year  consulting
agreement  with an unrelated  individual to provide  advice and consult with the
company concerning identifying, evaluating, structuring, negotiating and closing
business acquisitions, including asset purchases, consolidations, mergers, joint
ventures and strategic alliances with companies located in Russia and the former
Soviet  Republic.  The company  issued  5,000  shares of common stock as initial
compensation  and further agreed to issue 10,000 shares of common stock upon the
successful  completion of an acquisition or merger  introduced to the Company by
the  consultant.  If any such  acquisition or merger is not completed due to the
fault of the Company the 10,000  shares  will be issued to the  consultant  as a
breakup fee.

      On May 9, 1997, the Company entered into a five year employment  agreement
with its President providing for annual salary of $120,000 with annual increases
equal to the greater of the annual increase in CPI or 6% of the previous  year's
base salary.  The President received a signing bonus in the form of 6,086 shares
of common stock and received  options to purchase an aggregate of 15,236  shares
of common  stock at an amended  exercise  price of $3.60 per share.  The options
vested  immediately  and  expire  ten  years  from  the  date of the  employment
agreement.

      As of  September  30,  1997,  pursuant  to  the  anti-dilution  provisions
contained in the  employment  agreement,  the  President was entitled to receive
17,229  additional  shares of common stock and 43,061 options to purchase common
stock at an exercise price of $3.60 per share.

7.    SUBSEQUENT EVENTS:

      On October 7,  1997,  the Board of  Directors  of the  Company  designated
300,000 shares of authorized  Preferred Stock as Series A Preferred Stock with a
par value of $.01 per  share.  The  Series A  Preferred  Stock has equal  voting
rights with the Company's  Common Stock;  is  convertible,  at the option of the
holder,  into five  shares of Common  Stock for each share of Series A 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.
                                      12

<PAGE>


                   REGENESIS HOLDINGS, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                 (Unaudited)


      On  October  8,  1997,  the  Company  acquired  100%  of  the  issued  and
outstanding common stock of Lator  International,  Inc. ("Lator") from unrelated
parties in  exchange  for  300,000  shares of the  Company's  Series A Preferred
Stock. Lator was formed for the purpose of marketing Canadian Sphagnum peat moss
and has entered into an agreement  to purchase a Canadian  company  which leases
certain peat moss bogs in Canada and harvests and sells the peat moss  primarily
in the Southeastern United States.

      Currently,  there are not sufficient  shares of Common Stock authorized by
the Company  for the full  conversion  of the Series A  Preferred  Stock and the
Company is  preparing  proxy  material to request  that  shareholders  authorize
additional  shares of Common Stock for the purpose of the  conversion  and other
corporate needs.


































                                      13


<PAGE>



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

GENERAL

      Managements  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 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.

      On November 4, 1997, the Company  changed its name to Regenesis  Holdings,
Inc. (the "Company/Regenesis").

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

      On May 12, 1997, C.  Lawrence  Rutstein was appointed CEO and President of
the Company.  When the existing Board of Directors resigned,  Robert Hausman was
added to the Board of Directors with Mr. Rutstein.

      After new management  reviewed the financial status of the Company and the
continuing serious operating losses, the following action was taken

1.    Effective  June 23,  1997,  the Company sold three of its four weight loss
centers  operated by QPQ Medical  Weight Loss Centers,  Inc.  ("QPQ  Medical") a
wholly-owned  subsidiary  which  was  organized  on  August  25,  1995 to  offer
supervised  weight loss programs using a protocol which  integrates  systems and
routines of  nutrition  management,  exercise  and  prescribed  medication.  The
centers  continued to have  substantial  operating  losses and combined with the
negative publicity on weight loss medications management believed it was prudent
to sell the centers. The Company incurred a loss of $228,088 on such sale.

2.    On June 27, 1997, the Company sold its wholly-owned  Polish  subsidiary PK
Polska ("PKP) which operated Domino's Pizza franchises in Poland for $500,000 of
cash. In addition to the continuing operating losses, the Company was in default
of its franchise  agreement  with Domino's and the Company did not have adequate
resources to cure the default.  The Company  incurred a loss of $301,711 on such
sale.


                                      14

<PAGE>



3.    On September 3, 1997 the Company sold its 100%  interest in QPQ Medical to
an unrelated party in exchange for $60,000 of cash, a $150,000 note  receivable,
and the  assumption  of all  liabilities  of QPQ  Medical by the  purchaser.  In
addition,  QPQ Medical  transferred  computer equipment with a net book value of
$74,789 to the Company as additional consideration.  The Company incurred a loss
of $295,630 on such sale.

4.    On October 7,  1997,  the Board of  Directors  of the  Company  designated
300,000 shares of authorized  Preferred Stock as Series A Preferred Stock with a
par value of $.01 per  share.  The  Series A  Preferred  Stock has equal  voting
rights with the Company's  Common Stock;  is  convertible,  at the option of the
holder,  into five  shares of Common  Stock for each share of Series A 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.

5.    On  October  8,  1997,  the  Company  acquired  100%  of  the  issued  and
outstanding common stock of Lator  International,  Inc. ("Lator") from unrelated
parties in  exchange  for  300,000  shares of the  Company's  Series A Preferred
Stock. Lator was formed for the purpose of marketing Canadian Sphagnum peat moss
and has entered into an agreement  to purchase a Canadian  company  which leases
certain peat moss bogs in Canada and harvests and sells the peat moss  primarily
in the Southeastern United States. The Company has made an aggregate of $400,000
of secured  demand  loans to Lator,  $300,000  of which were  outstanding  as of
September 30, 1997

      The Company is presently involved in negotiations with the shareholders of
Replogle  Enterprises,  LLC  ("Replogle")  to  acquire  100%  of the  assets  of
Replogle.  Replogle is in the  business of producing  hardwood  lumber and other
wood products for the furniture and other industries.

      With  the  cash on hand  and the  cash  available  from  the  demand  note
receivable the company has the ability to fund its corporate  operations for the
next twelve months.  However, in order to fund the operations of Lator,  proceed
with the  acquisition  of the assets of  Replogle  and  acquire  any  additional
businesses,  it will be necessary  for the Company to raise  additional  debt or
equity financing in order to fund such  transactions.  There can be no assurance
that the Company will be able to obtain additional  financing or that additional
financing will be available on acceptable terms to fund future commitments.

      On October 27, 1997,  the  Company's  Common  Stock was delisted  from the
NASDAQ SmallCap Market and has traded on the over the counter market (Electronic
Bulletin Board) since that date.

NINE MONTHS ENDED SEPTEMBER 30, 1997 VS NINE MONTHS ENDED SEPTEMBER 30, 1996:

RESULTS OF OPERATIONS

      During the nine  months  ended  September 30, 1997,  the Company generated
revenues  from  QPQ  Medical  and   PK  Polska  of  $1,260,707  and  $1,610,897,
respectively  and  incurred  losses  from  such  operations  in the  amounts  of
$(1,371,183)  and $(1,619,392), respectively.
                                      15

<PAGE>

      Effective  June 23, 1997 the Company sold three of its  operating  Medical
Centers  to an  unrelated  party in  exchange  for cash of  $25,000,  which  was
received on July 1, 1997 and notes  receivable of $57,000 and incurred a loss on
such sale of $228,088, which is included in loss from discontinued operations in
the accompanying condensed consolidated financial statements.

      On June 27, 1997, the Company sold its wholly-owned  Polish  subsidiary PK
Polska for $500,000,  plus a release from all other  obligations  of the Company
relative to PK Polska, including bank guarantees.  The Company also relinquished
its $300,000 certificate of deposit (which was used as collateral for a $300,000
bank loan to PK Polska) and  transferred  the  unamortized  cost of its Domino's
Development  rights to the  purchaser.  Following is a  computation  of the loss
incurred on the sale of QPQ Medical and PK Polska:



                                            Q P Q          P K
                                           Medical        Polska          Total
                                        ----------     ----------     ----------
Net assets at date of sale              $  580,418     $  312,068     $  893,026
Certificate of deposit  relinquished          --          300,000        300,000
Transfer of net book value of
   Domino's development rights                --          189,103        189,103
                                        ----------     ----------     ----------

                  Total                    580,418        801,711      1,382,129
Less proceeds received                     284,788        500,000        784,788
                                        ----------     ----------     ----------

                  Loss on sale          $  295,630     $  301,711     $  597,341
                                        ==========     ==========     ==========




   General and  Administrative  Expenses for the nine months ended September 30,
1997 and September 30, 1996, totalled $968,322 and $488,658,  respectively.  For
the nine months ended September 30, 1997,  General and  Administrative  Expenses
were  comprised of executive and office staff salaries and benefits of $199,118,
legal and professional fees, office rent, travel,  telephone and other corporate
expenses of $687,645, and depreciation and amortization of $81,559. For the nine
months  ended  September  30, 1996,  General and  Administrative  Expenses  were
comprised  of  executive  and  office  staff  salaries  of  $129,554,  legal and
professional  fees, office rent,  travel,  telephone and other general corporate
expenses of $307,838 and depreciation and amortization of $51,266.

   Interest  and other  income for the nine months  ended June 1997 and 1996 was
$21,698 and $9,454. The $21,698 is primarily  attributable to interest earned on
invested funds during the 1997 period ,as well as, miscellaneous income relating
to the disposal of assets

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




                                      16

<PAGE>



   Following is a condensed  summary of the results of operations of QPQ Medical
and  PK  Polska  for  all  periods  presented   in  the  accompanying  condensed
consolidated financial statements:


                             Three Months Ended        Nine Months Ended
                                September 30,              September 30,
                         ------------------------   -------------------------  
                             1997          1996          1997         1996
                         -----------   ----------   -----------   -----------   
       Restaurant Sales  $  133,545    $  655,169   $ 1,260,707   $ 1,610,897

       Net Loss          $(  87,119)   $( 723,233)  $(1,371,183)  $(1,619,392)


LIQUIDITY AND CAPITAL RESOURCES

      On August 8, 1997, the Company  declared  a 1 for 20  reverse stock split,
payable to stockholders of  record on August 22, 1997 and on September 17, 1997,
the Company declared a 1 for 3 reverse stock split, payable to  stockholders  of
record on October 8, 1997.  All  information  relating to o utstanding shares of
common  stock  in  the  following  paragraphs  has been  restated to reflect the
reverse splits.

      As of September 30, 1997, the Company had working capital of $521,499 and
cash and cash equivalents of $7,524.

      In March 1997, the Company entered into Securities Subscription Agreements
(the "Agreements") for the sale of $1,280,000 of 8% Convertible  Debentures (the
"Debentures")  with a maturity  date of March 31,  1998,  for which the  Company
received  net  proceeds  of  $1,066,667.  Interest  was payable  quarterly.  The
Debentures  originally  were  convertible  into  shares  of  common  stock  at a
conversion  price per share equal to the lower of (a) 75% of the average closing
bid price of the common stock for five business days  immediately  preceding the
conversion date or (b) 75% of the average of the closing bid price of the common
stock for the  business day  immediately  preceding  the date of the  individual
Subscription Agreement.

      Pursuant to a settlement  entered into with all holders of the  Debentures
the holders  agreed to accept  three shares of Common Stock in exchange for each
$1 of principal amount of each Debenture.  In addition,  all accrued interest on
the debentures  was satisfied by issuance of the Common Stock.  On June 4, 1997,
the Company  issued  64,000  shares  of Common  Stock in exchange for all of the
outstanding Debentures.

      The  $165,927  of  unamortized  costs  associated  with  issuance  of  the
debentures  has  been  charged  against   additional  paid  in  capital  in  the
accompanying condensed consolidated financial statements at September 30, 1997.

      The   Debentures   were  issued  in  reliance  upon  the  exemption   from
registration  afforded by  Regulation S as  promulgated  by the  Securities  and
Exchange Commission under the Securities Act of 1933, as amended.



                                       17


<PAGE>
                          PART II. OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

      None.

ITEM 2.     CHANGES IN SECURITIES

      None.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

      None.

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

      None.

ITEM 5.     OTHER INFORMATION

      On October  28,  1997,  pursuant  to the  written  consent of the Board of
Directors  and the  holders of a majority of the issued and  outstanding  voting
securities,  QPQ Corporation, a Florida corporation (the "Company") approved the
filing of Articles of Amendment to the  Articles of  Incorporation  changing the
name of the Company to Regenesis  Holdings,  Inc. to be effective on October 29,
1997.

      Concurrent  therewith,  the ticker symbol for the  Company's  Common Stock
which is traded on the OTC  Electronic  Bulletin  Board  has been  changed  from
"QPQQ" to "RGNS" and the new CUSIP  number  for the  Company's  Common  Stock is
75886B106.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

         (a)     Exhibits

                  No.   Description
                  ---   -----------

                  3(i)  Articles of Amendment  to the Articles of  Incorporation
                        of QPQ Corporation  changing the name of the corporation
                        to Regenesis Holdings, Inc.

                  27    Financial Data Schedule (Electronic filing only).

           (b)    Reports on Form 8-K

                  (i)   On July  22,  1997,  the  Company  filed  a Form  8-K in
connection with the sale of its 100% interest in Pizza King Polska Sp. z.o.o.

                  (ii)  On  August  8,  1997,  the  Company  filed a Form 8-K in
connection  with  the  1  for  3  reverse  stock  split  which  was  payable  to
shareholders of record as of August 22, 1997.

                  (iii) On  September  18, 1997 the Company  filed a Form 8-K in
connection with the sale of its 100% interest in QPQ Medical Centers, Inc.

                  (iv)  On October 22,  1997,  the  Company  filed a Form 8-K in
connection with the  acquisition of 100% of the issued and outstanding  stock of
Lator International, Inc.

                  (v)   On October 28,  1997,  the  Company  filed a Form 8-K in
connection  with  the  1  for  3  reverse  stock  split  which  was  payable  to
shareholders of record on October 9, 1997, and the delisting of its Common Stock
from the NASDAQ SmallCap Market on October 27, 1997.




                                       18


<PAGE>



                                   SIGNATURES


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

                                    REGENESIS HOLDING, INC.



DATE:  November 13, 1997            By: /s/ C. Lawrence Rutstein
                                       -----------------------------------------
                                    C. Lawrence Rutstein, Chairman of the Board,
                                    Chief Executive Officer and President
                                    (Principal Executive Officer)
































                                       19