SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KA
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report: December 20, 1997
REGENISIS HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 1-12350 65-0611607
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
7777 Glades Road, Suite 211
Boca Raton, Florida 33434
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(Address of executive offices and Zip Code)
Registrant's telephone number, including area code: 561-470-6005
Not Applicable
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(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
Due to the Company's inability to raise the necessary capital as a
result of its delisting from the NASDAQ SmallCap market, the Company has
terminated its acquisition of Replogle Enterprises LLC previously announced on
September 17, 1997.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of the Businesses Acquired
Not Applicable
(b) Pro forma Financial Information F-1
2
<PAGE>
REGENESIS HOLDINGS, INC.
(FORMERLY QPQ CORPORATION.)
ACQUISITION OF LATOR INTERNATIONAL, INC.
The following unaudited proforma condensed combined balance sheet and
statements of operations, as of and for the nine months ended September 30,
1997, give effect to the October 8, 1997, (effective date) acquisition of Lator
International, Inc. The proforma information is based on the following:
historical financial statements of Regenesis Holdings, Inc. and Lator
International, Inc. giving effect to the purchase by Regenesis Holdings, Inc. of
100% of the issued and outstanding stock of Lator International, Inc. for
300,000 shares of Regenesis Holdings, Inc. Series A Preferred Stock and the
assumptions and adjustments in the accompanying notes.
The proforma balance sheet and proforma statements of operations reflects
the historical balance sheet and statement of operations of Regenesis Holdings,
Inc. (formerly QPQ Corporation) for the nine months ended September 30, 1997,
combined with the historical balance sheet and statement of operations of Lator
International, Inc. for the period July 9, 1997 (Date of Inception) to September
30, 1997, as if the acquisition had been effective since the beginning of the
fiscal year. The proforma adjustments to the historical financial statements
consist of the purchase of 100% of the issued and outstanding stock of Lator
International, Inc. by Regenesis Holdings, Inc. acquired on October 8, 1997.
These proforma operations may not be indicative of the results that
actually would have occurred if the combination had been in effect on the date
indicated or which may be obtained in the future.
F-1
<PAGE>
REGENESIS HOLDINGS, INC.
(FORMERLY QPQ CORPORATION)
PROFORMA CONDENSED BALANCE SHEET
September 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
Historical
-----------------------------
Regenesis Lator Proforma Combined
Holdings, Inc International Adjustments Total
-------------- ------------- ----------- ----------
<S> <C> <C> <C> <C>
ASSETS
Current assets
Cash $ 7,524 $ 2,012 $ 9,536
Note receivable from Lator International, Inc. 300,000 (300,000) 0
Other notes and accounts receivable 214,542 655,419 869,961
Other current assets 29,416 29,416
------------- ----------- ----------
Total current assets 551,482 357,431 908,913
Property, plant and equipment 86,302 86,302
Other assets 250 (1) - 250
------------- ----------- ----------
$ 638,034 $ 357,431 $ 995,465
============= =========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Trade accounts payable $ 29,983 $ $ 29,983
Note payable 25,000 25,000
------------- ----------- ----------
Total current liabilities 29,983 25,000 54,983
Total stockholders' equity 608,051 332,431 (1) - 940,482
------------- ----------- ----------
$ 638,034 $ 357,431 $ 995,465
============= =========== ==========
</TABLE>
F-2
<PAGE>
REGENESIS HOLDINGS, INC.
(FORMERLY QPQ CORPORATION)
PROFORMA CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Historical
------------------------------
For the period
July 7, 1997
For the nine (date of
months ended inception) to
September 30, September 30,
1997 1997
------------- -------------
Regenesis Lator Proforma Combined
Holdings, Inc International Adjustments Total
------------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
Operating expenses
General and administrative $ 968,322 $ 17,569 $ 985,891
------------- ------------- ------------
Other expenses
Interest expense (31,375) (31,375)
Underwriter warrant settlement (201,000) (201,000)
Interest income 21,698 21,698
------------- ------------- ------------
(210,677) 0 (210,677)
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Loss from continuing operations (1,178,999) (17,569) (1,196,568)
------------- ------------- ------------
Discontinued operations:
Loss from operations (1,371,183) (1,371,183)
Loss on disposal of
discontinued operations (597,341) (597,341)
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Loss from discontinued
operations (1,968,524) 0 (1,968,524)
------------- ------------- ------------
Net loss $ (3,147,523) $ (17,569) $ (3,165,092)
============= ============= ============
Net loss per common share:
Continuing operations $ (6.77) $ (0.72)
Discontinued operations (11.28) (1.17)
------------- ------------- ------------
Net loss $ (18.05) $ (1.89)
Weighted average shares
outstanding 174,419 1,674,419
============= ============
</TABLE>
F-3
<PAGE>
REGENESIS HOLDINGS, INC.
(FORMERLY QPQ CORPORATION)
NOTES TO PROFORMA CONDENSED STATEMENTS
(Unaudited)
In combining the entities, the following proforma adjustments have been made:
(1) Investment in subsidiary 332,431
Total stockholders' equity - Regenesis 332,431
To record the purchase of 100% of the issued and outstanding stock of
Lator International, Inc. (eliminates in consolidation)
(2) For purpose of presenting the proforma condensed statement of operations
the following adjustments have been made:
Weighed average shares increased by 1,500,000 giving effect to the
conversion of the preferred stock in to common stock.
F-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 20, 1997 By: /s/ C. Lawrence Rutstein
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President
