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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File No.: 1-12350
CUSIP No.: 1-12350
(Check One) [ ] Form 10-K and Form 10-KSB [ ] Form 20-F
[X] Form 10Q and Form QSB [ ] Form N-SAR
For Period Ended: June 30, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _____________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above. Identify
the Item(s) to which the notification relates:
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Part I - Registrant Information
REGENESIS HOLDINGS, INC.
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Full Name of Registrant
N/A
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Former Name if Applicable
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19 Hillsyde Court
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Address of Principal Executive Office (Street and Number)
Cockeysville, Maryland 21030
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City, State and Zip Code
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12(b)-25(c) has been attached if applicable.
Part III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
11-K, Form 10-Q and Form 10-QSB or N-SAR or the transition report or portion
thereof could not be filed within prescribed time period. (Attach Extra Sheets
if Needed)
On June 29, 1998, there was a change in management,
with Zirk Engelbrecht being appointed President of
the Company. In addition, two former directors of the
Company resigned. Form 8K was filed reporting this
activity. In addition to the change in management,
the location of the Company's offices were changed
from Florida to Maryland. As a result of this
activity, the Company has incurred problems in
obtaining the necessary books and records from the
former management and is unable to file the quarterly
reports timely.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Zirk Engelbrecht (410) 628-0050
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) been filed? If the
answer is no, identify report(s). [ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof? [ ] Yes [ X ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
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REGENESIS HOLDINGS, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 14, 1998 By: /s/ Zirk Engelbrecht
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Zirk Engelbrecht, President
INSTRUCTION: The form may be signed by an executive officer of the Registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the Registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the Registrant shall be filed with the form.
