REGENESIS HOLDINGS INC, S-8, 1999-12-20

REGENESIS HOLDINGS INC
S-8, 1999-12-20
EATING PLACES

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Regenesis Holdings, Inc.
(Exact name of registrant as specified in Its charter)

Florida 65-0827283
(State of Incorporation) (I.R.S. Employer
Identification Number)

930 Washington Ave., 4th Floor, Miami Beach, Florida 33139
(Address of Principal Executive Office) (Zip Code)

COMPENSATION AGREEMENT WITH MITCHELL B. SANDLER
COMPENSATION AGREEMENT WITH RUSSELL ADLER
COMPENSATION AGREEMENT WITH LAWRENCE GALLO
COMPENSATION AGREEMENT WITH JOEL F. BROWNSTEIN
COMPENSATION AGREEMENT WITH ROGER L. FIDLER
COMPENSATION AGREEMENT WITH GUSTOVO RODRIGUEZ
COMPENSATION AGREEMENT WITH AL RUBIS
(Full title of the plan)

Roger L. Fidler, Esq. 156 Main St., Hackensack, NJ 07601
(Name and address of agent for service)

(201) 441-9377
Telephone number, including area code,
of agent for service

Commission file number 1-12350
<TABLE>
<CAPTION>

Calculation of Registration Fee

<S> <C> <C> <C> <C>
- ---------------------- -------------------- --------------------- --------------------- --------------------
Proposed maximum Proposed maximum
Title of securities offering price per aggregate offering
to be registered Amount to be unit price Amount of
registered registration fee
- ---------------------- -------------------- --------------------- --------------------- --------------------
Common Stock, par 1,978,000 shares $0(1) $0(1) $0
value $.01
per share
- ---------------------- -------------------- --------------------- --------------------- --------------------
Common Stock, par 950,000 shares $0.25(2) $237,500 $86
value $.01 per share,
underlying Common
Stock Options
- ---------------------- -------------------- --------------------- --------------------- --------------------
Common Stock, par 50,000 shares $1.00(2) $50,000 $28
value $.01 per share,
underlying Common
Stock Options
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
Totals 2,978,000 $287,500 $114

</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee on
the basis of, pursuant to Rule 457(h)(1), the book value of the securities
included in this registration statement.

(2) Estimated solely for the purpose of calculating the registration fee on
the basis of, pursuant to Rule 457(g), the price of the option of the
securities included in this section of the registration statement.
<PAGE>

PART I - INFORMATION REQUIRED IN
THE SECTION 10(a) PROSPECTUS

REGENESIS HOLDINGS , INC.
2,978,000 SHARES OF COMMON STOCK
(PAR VALUE $.01)
----------------

The 2,978,000 shares of Common Stock, $.01 par value, of Regenesis
Holdings, Inc. (the "Company") (collectively, the "Shares") to which this
Prospectus relates will be sold by the Company from time to time, or at any one
time, in negotiated transactions as compensation in lieu of cash pursuant to
Compensation Agreements with or in payment of services previously rendered or to
be rendered in the future from various officers of the Company. The costs of
registering the Shares under the Securities Act, estimated at $2,500.00, will be
paid by the Company. The Company will receive $287,500 from the execution of
options underlying the sale of 1,000,000 out of the the 2,978,000 Shares being
registered, and will benefit from the services rendered under the Compensation
Agreements.

The Company's common stock was traded on the OTC Bulletin Board under the
symbol "RGNS" until December 15, 1998, when it ceased trading due to its failure
to comply with the requirements of Rule 15c2-11, however the Company intends to
begin trading in the Over The Counter Market once again within the next two
fiscal quarters.

----------------

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS
AND RECIPIENTS OF THE SHARES OFFERED HEREBY.

----------------
THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE

----------------

The date of this Prospectus is December 7, 1999

<PAGE>

NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTAINED, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE OR ISSUANCE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE FACTS HEREIN SET FORTH SINCE THE DATE HEREOF.

----------------

AVAILABLE INFORMATION

The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules and
regulations promulgated thereunder, and, in accordance therewith, files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information may be inspected and copied at prescribed rates at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the following regional
offices of the Commission: 7 World Trade Center, 13th Floor, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661.

The Company is filing with the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act, as amended, with respect to the securities
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement and the exhibits thereto. For further information
regarding the Company and the securities offered hereby, reference is made to
the Registration Statement and to the exhibits filed as a part thereof, which
may be inspected at the offices of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 without charge or copied upon request to the Public
Reference Section of the Commission and payment of the prescribed fee. This
Registration Statement has been filed electronically through the Electronic Data
Gathering Analysis and Retrieval system (EDGAR) and is publicly available
through the Commission's web site (http://www.sec.gov). Statements contained in
this Prospectus as to the contents of any contract or other document referred to
herein are not necessarily complete and in each instance reference is made to
the copy of such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference.

<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE

The Company's (i) Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998, (ii) Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1999, and September 30 , 1999, and (iii) the Current Reports on Form
8K, filed by the Company on December 29, 1998, and February 1, 1999, are
incorporated in and made a constituent part of this Prospectus by reference. All
reports and proxy statements filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Prospectus and prior to termination of the offering of the Shares of Common
Stock to which the Prospectus relates shall likewise be deemed incorporated
herein and made a constituent part hereof by reference from the respective dates
of filing.

Any statement contained in a document incorporated or deemed to Be
incorporated by reference herein shall be deemed to be modified and superceded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document that is also incorporated herein modifies
or replaces such statement. Any statement so modified or superceded shall not be
deemed, except as so modified or superceded, to constitute a part of this
Prospectus.

UPON WRITTEN OR ORAL REQUEST, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, TO
EACH PERSON WHO RECEIVES A COPY OF THIS PROSPECTUS, A COPY OF ANY OF THE
INFORMATION THAT IS INCORPORATED BY REFERENCE HEREIN. ANY SUCH REQUEST SHOULD BE
MADE TO THE ATTENTION OF LAWRENCE GALLO, PRESIDENT AT REGENESIS HOLDINGS, INC.,
930 WASHINGTON AVE., 4TH FLOOR, MIAMI BEACH, FLORIDA 33139 (305) 695 - 4400.

<PAGE>
THE COMPANY

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus may contain various "forward-looking statements," within
the meaning of the Securities Act and the Securities Exchange Act of 1934, as
amended, (the "Exchange Act"), that are based on management's beliefs, and
assumptions, as well as information currently available to management. When used
in this document, the words "anticipate," "estimate," "expect," "will" and
similar expressions may identify forward-looking statements. Although the
Company believes that the expectations reflected in any such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to be correct. Any such statements are subject to certain risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results, performance or financial condition may vary materially from
those anticipated, estimated or expected. Among the key factors that may have a
direct bearing on the Company's results, performance or financial condition are
fluctuations in the economy; the degree and nature of competition; demand for
the Company's products; changes in laws and regulations affecting the Company's
business; and the Company's ability to recruit and retain individuals with the
requisite technological expertise to continue to market, supply, and sell new
products and enhancements to existing products, to expand into new markets, and
other matters described in "Risk Factors" and elsewhere in this Prospectus.

OVERVIEW

THE COMPANY

General

Regenesis Holdings, Inc. (the "Company" or "Regenesis") was organized under
the laws of the State of Florida on July 6, 1993 under the name International
Pizza Corporation. On October 30, 1995, the Company changed its name to QPQ
Corporation, and on November 4, 1997, changed its name to Regenesis Holdings,
Inc. On August 8, 1997, the Company effected a reverse split of its outstanding
common stock at the rate of 1:20, and on September 17, 1997, it effected a
reverse split of its outstanding common stock at the rate of 1:3. The
information in this Report gives retroactive effect to such recapitalizations of
the Company.

The Company was originally formed to develop and operate Domino's Pizza
outlets in the Republic of Poland, through its wholly-owned subsidiary, Pizza
King Polska Sp z.o.o. ("Pizza King"). From August 1995 through September 3,
1997, the Company also operated medical centers offering primary care medical
services and medically supervised weight loss programs, through its wholly-owned
subsidiary QPQ Medical Centers, Inc. ("QPQ Medical").

Pursuant to an agreement dated May 23, 1997, the Company transferred its
interest in Pizza King, as well as certain related assets, to an unaffiliated
party in June 1997. Also in June 1997, the Company sold certain of its operating
weight loss centers, and on September 3, 1997, the Company sold its interest in
QPQ Medical, all to an unaffiliated party. The Company recorded a loss from
discontinued operations totaling $1,968,524 in connection with these sales.

As of December 31, 1998, the Company had no operating subsidiaries or
business operations, and had minimal cash and working capital. The Company's
ability to meet its general and administrative obligations is dependent upon its
ability to secure and develop new business opportunities through acquisitions or
business combinations. The Company intends to search for, investigate and
attempt to secure and develop business opportunities through acquisitions and/or
similar business combinations. However, there is no assurance that it will be
successful in such endeavors.

On December 22, 1998, Zirk Engelbrecht and Mario Gambuzzo, comprising all
of the directors of the Company, appointed Mitchell Sandler as director and, on
the same date, each of Messrs. Engelbrecht and Gambuzzo resigned. As a result, a
change in control of the Company's Board of Directors took place.

Subsequent Events

On January 20, 1999, Mr. Sandler appointed Russell Adler as a director of
the Company and the Chairman of its Board of Directors. Lawrence Gallo was
appointed as the Company's President and a member of the Board of Directors.
Messrs. Gallo and Adler have directed the Company's shift of focus to operations
in the Internet and related technology markets.

<PAGE>

On March 18 , 1999, the Company acquired all of the operating assets of
NetDisc, Inc. ("NetDisc") in exchange for 10,000 shares of the Company's common
stock. NetDisc is engaged in Internet advertising, and has developed CD
Rom/Internet technology which directs users to the Web sites of advertisers. In
connection with the asset purchase agreement, NetDisc pledged to an unaffiliated
third party all of the assets that it purchased. The Company assumed none of
NetDisc's liabilities.

The Company is currently evaluating other transactions consistent with its
focus on the Internet and technology markets. While the Company intends to seek
other business opportunities through acquisitions, reverse mergers or other
venture activities, the Company is not a party to any current agreements to
consummate such a transaction.

Employees

The Company currently has nine employees, all of which are full-time. The
Company's address and phone number are: 930 Washington Ave., 4th Floor, Miami
Beach, Florida 33139; (305) 695-4400.

Products

The Company, has developed a CD ROM/Internet product which enables it to
distribute CD ROM disks to retail consumer end users who are then able to
connect directly to advertisers' web sites via the internet (the "Netdisc"). The
Company believes that on each NetDisc it can package approxiamtely 40 minutes of
audio/video and data storage space. The Company's concept is to have its
Netdiscs inserted into various magazines so that advertisers on the Netdisc will
be able to pinpoint the thrust of their web advertising dollars towards the
specific audience of the magazine.

FACILITIES

The Company currently rents space at 666 5th Avenue, 37th FL, New York ,
New York 10103 under a one year contract at a base rate of $4,626 per month, and
also rents 4000 sq. ft. of office space under a renewable quarterly contract at
930 Washington Ave., 4th Floor, Miami Beach, Florida 33139 at a base rate of
$4,371 per month.

See "Risk Factors."

MANAGEMENT

The following table sets forth the names, positions with the Company and
ages of the executive officers and directors of the Company. Directors of the
Company will be elected at the Company's annual meeting of stockholders. One
half of the total number of directors are elected at each annual meeting, and,
therefore, each director serves for two years or until his successor is elected
and qualifies. Officers are elected by the Board and their terms of office are,
except to the extent governed by employment contract, at the discretion of the
Board.

Name Age Position
<S> <C> <C>
Russell Adler 39 Chairman of the Board
Lawrence Gallo 35 Chief Executive Officer,
President and Director
Mitchell Sandler 39 Vice President, Director
Joel F. Brownstein 57 Chief Financial Officer,
Treasurer
</TABLE>

Russell Adler

Russell Adler has served as the Chairman of the Board of the Company and as
a member of its Board of Directors since January 1999. From December 1996 to
November 1998, Mr. Adler served as consultant and counsel to Equity Management
Partners, Inc., an investment banking firm. From January 1996 to August 1997,
Mr. Adler served as President of Strategic Holdings Corp., an investment banking
firm. From 1993 to December 1995, Mr. Adler was employed as vice president of
operations for The Silicon Group, Inc., a semiconductor and computer software
development company. From 1987 to 1990, Mr. Adler served as consultant and
counsel to the Chairman of J.W. Gant, a registered broker-dealer. Between 1984
and 1987, Mr. Adler served as president of Air & Waterworks, Inc., a
manufacturer of water coolers. Mr. Adler is a member in good standing of the
Florida Bar. He received a B.A. in Business and Sociology from William Penn
College in 1982 and a J.D. from Nova Southeastern University School of Law in
1986.

Mitchell Sandler

Mitchell Sandler has served as President (and until January 1999, Chairman
of the Board) and as director of the Company since December, 1998. Between 1993
and December 1997, he served as President of The Silicon Group, Inc., a
semi-conductor and computer software development company. From 1984 and 1992,
Mr. Sandler was employed by All-American Semiconductor, a distributor of
semi-conductors, first as salesman, then as Regional Sales Manager for the
southeast (United States). Mr. Sandler holds an Associate's degree from Santa Fe
Community College and attended the University of Florida.

Lawrence Gallo

Lawrence Gallo has served as a director of the Company since January 1999.
From January 1998 until the present, Mr. Gallo served as director of Launch
Management, a financial, creative and business management consultant to sports
figures and entertainers, which he founded. From January 1998 to February 1998
Mr. Gallo served as director of Modern Records. From March 1997 to December 1997
Mr. Gallo served as Senior Vice President of Hoeing, Inc., a New York based
brokerage firm. From January 1986 to March 1997, Mr. Gallo was employed by
Lehman Brothers, Inc., initially serving as Senior Vice President of
Institutional Investment Services, then as Director of Equity Finance in London,
England. Mr. Gallo is a founding member of The Global Fund Managers'
Association, comprised of alternative investment managers and venture capital
organizations.

<PAGE>

Joel F. Brownstein

Joel F. Brownstein has been Chief Financial Officer of the Company since
January 1999. From February 1992 until the present, Mr. Brownstein served as
President of The Brownstein Group, an investment consulting firm for public and
private companies. From 1990 to 1994 he served as Vice President of Corporate
Development for Pinnacle Technologies, a manufacturer of solvent-free inks,
plastics and coatings. Between 1985 and 1987, Mr. Brownstein was employed by
Securitech Group, a manufacturer of hardware, as Vice President of Corporate
Development. Mr. Brownstein has also served as Vice President-Director of
Research for Doley Daniels & Cartwright, a broker-dealer specializing in
international securities research, as Vice President of Sales and Marketing for
Marsan Securities, Inc., a broker-dealer, as Senior Bank Examiner for the
Federal Reserve Bank of New York and as a securities analyst/portfolio manager
for Marine Midland Banks and Manufacturer Hanover Trust. Mr. Brownstein holds a
B.A. from Adelphi University, an M.B.A. in Finance and Investments from Baruch
College and has completed coursework for an M.B.A. in Marketing and Real Estate
Law.

EXECUTIVE COMPENSATION

Cash Compensation

The following table shows, for the year ended December 31, 1998, the cash and
other compensation paid by the Company to its Chief Executive Officer and to
each of the executive officers of the Company who had annual compensation in
excess of $100,000.

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- - --------------------------- ------- ------------------------------- -----------------------------------
Annual Compensation Long-Term Compensation
------- ------------------------------- -----------------------------------
Awards
------- --------- --------- ----------- -------------------------- --------
Securities
Other Under-
Annual Restricted Lying All Other
Name and Principal Compen- Stock Options/ LIP Compen-
Position Year Salary Bonus sation Award(s) SAYS Payout sation
($) ($) (#) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- - --------------------------- ------- --------- --------- ----------- ------------ ------------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lawrence Gallo 1998 0 0 0 0 0 0 0
- --------------------------- ------- --------- --------- ----------- ------------ ------------- ------- ------
Mitchell Sandler 1998 0 $6,500 0 0 0 0 0
- --------------------------- ------- --------- --------- ----------- ------------ ------------- ------- ------
</TABLE>

Employment Agreements

The Company has entered into employments with each of Mr. Adler, Mr.
Sandler, Mr. Gallo, Mr. Brownstein and Mr. Jelaso.

On February 15, 1999 the Company entered into an employment agreement with
Mr. Adler, which provides for Mr. Adler's employment as Chairman of the Board of
Directors. This agreement provides for: (i) a base annual salary of $140,400;
(ii) the issuance of 300,000 shares of the Company's common stock; and (iii) the
grant of options to purchase 500,000 shares of the Company's common stock at a
purchase price of $.25 per share. The issued common stock and common stock
underlying the options are to be registered on a Form S-8 Registration Statement
as soon as practical. In addition, the Board of Directors or the Compensation
Committee of the Board of Directors, may, in its sole discretion, award to Mr.
Adler a bonus based on certain levels of either sales or profits attained by the
Company. This agreement also provides that Mr. Adler shall be entitled to
additional

<PAGE>

compensation to be negotiated on a case-by-case basis for those corporate
finance transactions brought to the Company by him. The term of this agreement
is four years.

On April 1, 1999 the Company entered into an employment agreement with Mr.
Sandler, which provides for Mr. Sandler's employment as Vice President and
Secretary. This agreement provides for a base annual salary of $135,000 to be
paid to Mr. Sandler commencing March 1, 1999, as well as the issuance of 150,000
shares of common stock and the grant of options to purchase 150,000 shares of
the Company's common stock at a purchase price of $.25 per share, which options
are to be registered for resale as soon as practical. In addition, this
agreement provides that Mr. Sandler shall be entitled to additional compensation
to be negotiated on a case-by-case basis for those corporate finance
transactions brought to the Company by him. The term of this agreement is three
years.

On April 18, 1999, the Company entered into an employment agreement with
Mr. Gallo, which provides for Mr. Gallo's employment as President of the
Company. This agreement provides for a base annual salary of $150,000, the
issuance of 250,000 shares of common stock of the Company, as well as the grant
of options to purchase 150,000 shares of common stock at a purchase price of
$.25 per share. The issued common stock and common stock underlying the options
are to be registered on a Form S-8 as soon as practical. The term of this
agreement is one year.

Also on April 18, 1999, the Company entered into an employment agreement
with Mr. Brownstein, which provides for Mr. Brownstein's employment as Chief
Financial Officer and Treasurer of the Company. This agreement provides for a
base annual salary of $135,000 , the issuance of 200,000 shares of common stock
of the Company and the grant of options to purchase 150,000 shares of common
stock at a purchase price of $.25 per share. The issued common stock and common
stock underlying the options are to be registered on a Form S-8 as soon as
practical. The term of this agreement is one year.

On April 1, 1999, the Company entered into an employment agreement with Mr.
Jelaso, which provides for Mr. Jelaso's employment as Director of Marketing of
the Company. This agreement provides for a base annual salary of $125,000 and
the grant of options to purchase 100,000 shares of common stock under the 1997
Plan. The term of this agreement is three years. In September of 1999, Mr.
Jelaso resigned from his position with the Company in order to pursue other
business interests. Although Mr. Jelaso will not be accruing salary after
September, 1999, the shares of stock options granted to him will not be
cancelled.

Option Grants in Last Fiscal Year

No options were granted in the last fiscal year.

Incentive and Non-Qualified Stock Option Plan

On October 3, 1997, the Company adopted 1997 Stock Option Plan (the "Plan")
which authorizes the issuance of options to purchase a maximum 1,000,000 shares
of common stock. All such shares have been included on a Form S-8 Registration
Statement, filed October 3, 1997.

The Company believes the Plan will work to increase the proprietary
interest in the Company of its directors, officers, employees and consultants,
and to align more closely their interests with the interests of the Company's
stockholders. The Plan will also maintain the Company's ability to attract and
retain the services of experienced and highly qualified employees and directors.

Under the Plan, the Company has reserved an aggregate of 1,000,000 shares
of common stock for issuance pursuant to options granted under the Plan ("Plan
Options"). The Board of Directors of the Company administers the Plan including,
without limitation, the selection of the persons who will be granted Plan
Options under the

<PAGE>

Plan, the type of Plan Options to be granted, the number of shares subject
to each Plan Option and the Plan Option price.

The Plan authorizes the issuance of incentive stock options ("ISOS") as
defined in Section 422A of the Internal Revenue Code of 1986, non-statutory
options ("NSOs") and together with ISOS,("Options"). In addition, the Plan also
allows for the inclusion of a reload option provision ("Reload Option"), which
permits an eligible person to pay the exercise price of the Plan Option with
shares of common stock owned by the eligible person and receive a new Plan
Option to purchase shares of common stock equal in number to the tendered
shares.

Any ISOS granted under the Plan must provide for an exercise price of at
least 100% of the fair market value of the underlying shares on the date of such
grant, but the exercise price of any ISOS granted to an eligible person owning
more than 10% of the Company's common stock must be at least 110% of such fair
market value as determined on the date of the grant. The aggregate fair market
value of the shares covered by the ISOS granted under the Plan that become
exercisable by a Plan participant for the first time in any calendar year is
subject to a $100,000 limitation. The exercise price of each NSO is determined
by the Board of Directors or a committee thereof, in its discretion, provided
that the exercise price of an NSO is not less than fair value on the date of the
grant. The Board of Directors (or committee thereof), shall determine the term
of the Options; provided, however, that in no event may an ISO be exercisable
more than 10 years after the date of its grant and, in the case of an ISO
granted to an eligible employee owning more than 10% of the Company's common
stock, no more than five years after the date of the grant. Any option which is
granted shall be vested and exercisable at such time as determined by the Board
of Directors or a committee thereof.

The per share purchase price of shares subject to Plan Options granted
under the Plan may be adjusted in the event of certain changes in the Company's
capitalization, but any such adjustment shall not change the total purchase
price payable upon the exercise in full of Plan Options granted under the Plan.

As of December 31, 1998, there were options outstanding to purchase 1,667
shares of common stock granted pursuant to the Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the Company's
common stock, par value $.01 beneficially owned as of June 30, 1999 for (i) each
stockholder known by the Company to be the beneficial owner of five (5%) percent
or more of the Company's outstanding common stock, (ii) each of the Company's
directors, (iii) each named executive officer (as defined in Item 402(a)(2) of
Regulation S-B), and (iv) all executive officers and directors as a group. At
September 30, 1999 there were 4,408,429 shares of common stock outstanding . The
table gives effect to the conversion of an aggregate of 48,000 shares of Series
C Preferred Stock into an aggregate of 900,000 shares of common stock.

Name and Address of Amount and Nature of Percent
Beneficial Owner(1) Beneficial Ownership(2) of Class
------------------- ----------------------- --------
Russell Adler 1,200,000(3) 25.4%
Mitchell Sandler 450,000(4) 9.5%
Lawrence Gallo 650,000(5) 13.8%
Joel F. Brownstein 550,000(6) 11.6%
Renee Adler 500,000(7) 10.6%
All directors and officers
as a group (4 persons)(8) 3,350,000 70.9%

- - ----------------------

<PAGE>

(1) Unless otherwise indicated, the address of each of the persons named in the
table is 930 Washington Ave., 4th Floor, Miami Beach, Florida 33139. Unless
otherwise noted, the Company believes that each of the persons named in the
table have sole voting and dispositive power with respect to all the shares
of common stock of the Company beneficially owned by such person.

(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days upon the exercise of warrants or
options or the conversion of convertible securities. Each beneficial
owner's percentage ownership is determined by assuming that warrants or
options that are held by such person (but not those held by any other
person) and that are exercisable within 60 days have been exercised.

(3) Includes presently exercisable options to purchase 500,000 shares of common
stock at a purchase price of $.25 per share. Also includes 100,000 shares
of common stock held by Mrs. Christine Adler, Mr. Adler's spouse, over
which Mr. Adler disclaims all voting and dispositive power. Does not
include shares of common stock held by Rene Adler, Mr. Adler's mother. Also
does not include shares of common stock held by 444 Corporation, a
corporation of which Mr. Adler's father is a principal.

(4) Includes presently exercisable options to purchase 150,000 shares of common
stock at a purchase price of $.25 per share.

(5) Includes presently exercisable options to purchase 150,000 shares of common
stock at a purchase price of $.25 per share.

(6) Includes presently exercisable options to purchase 150,000 shares of common
stock at a purchase price of $.25 per share.

(7) Does not include shares of common stock held by Mr. Adler, Rene Adler's
son. Includes 150,000 shares of common stock held by 444 Corporation, a
corporation of which Rene Adler's husband is a principal, over which she
disclaims all voting and dispositive power. Rene Adler's address is 1800 NE
114th Street, Apartment 2111, North Miami, Florida 33181.

(8) Includes those individuals whose holdings are described in notes 3-6,
above.

RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a high
degree of risk and immediate and substantial dilution and should be made only by
persons who can afford a loss of their entire investment. In addition to the
other information in this Prospectus, the following risk factors should be
considered carefully in evaluating an investment in the shares of Common Stock
offered hereby.

Reliance Upon Management

The Company and its operations are dependent on its current officers and
directors, particularly Lawrence Gallo, and Mitchell Sandler - the CEO &
President, and Vice President, respectively, of the Company. In the event any of
these people were unavailable it would have a material adverse affect on the
Company's operations.

The Company has not obtained "key man" insurance policies on any of its
Officers. The expansion of the Company's business will be largely contingent on
its ability to attract and retain a highly qualified management and technical
team. There is no assurance that Company can find suitable management personnel
or will have the financial resources to attract or retain such people if found.

Arbitrary Offering Price

The initial offering price of the Shares has arbitrarily been determined by
the Company. There is no relationship to the book value of the Company or any
other recognized criteria of value.

Broker-Dealer Sales of Common Stock, Penny Stock Rules

As the Company's securities will not be listed on NASDAQ (and the Company
will not qualify for NASDAQ) or certain other national securities exchanges, it
is most likely that any resales of such securities will be below $5.00 and
subject to the requirements of the penny stock rules absent the availability of
another exemption. The SEC has adopted rules (Rules 15g-2 through l5g-6 of the
Securities Exchange Act of 1934) that regulate broker-dealer practices in
connection with transactions in "penny stocks". Penny stocks generally are any
non-NASDAQ equity securities with a price of less than $5.00, subject to certain
exceptions. The penny stock rules require a broker-dealer to deliver a
standardized risk disclosure document prepared by the SEC, to provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction,
monthly account statements showing the market value of each penny stock held in
the customers account, to make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading activity, if any, in the secondary
market for a stock that becomes subject to the penny stock rules. As the
Company's securities will be subject to the penny stock rules, investors in this
offering may find it more difficult to sell their securities. If the Company's
securities were subject to the existing or proposed regulations on penny stocks,
the market liquidity for the Company's securities could be severely and
adversely affected by limiting the ability of broker-dealers to sell the
Company's securities and the ability of purchasers in this offering to sell
their securities in any secondary market.

Need for Proceeds of Offering, and Subsequent Funding; No Assurance of
Future Offering

The Company has an immediate need for the proceeds of this offering in
order to finance its business operations and commence Implementation of its
business plans. The Company's ability to continue in business and effectively
implement its plans may depend upon its ability to raise additional funds. There
is no assurance that additional funding, if required, will be obtainable at
terms favorable or acceptable to the Company. The capital resources required to
develop each new product are significant. The Company believes that the net
proceeds of the Offering, combined with cash on hand and cash generated from
future operations, will provide the Company with the financing required to
conduct its business at least through the second fiscal quarter of 2000.

Control by Present Shareholders

The Shares offered hereby will represent a large part of the Company's
outstanding voting stock after its issuance. However, the majority of shares
offered hereby will be sold to the majority shareholders of the Company.
Therefore, the present shareholders, particularly Lawrence Gallo, Mitchell
Sandler, and Russell Adler, as majority shareholders of the Company, will be in
a position to continue to elect all of the Company's officers and directors.
There are no cumulative voting rights.

Lack of Dividends

The Company has not paid any cash dividends since its inception and doesn't
intend to pay dividends in the foreseeable future. The Company intends to retain
all earnings, if any, for use in its business operations.

Possible Rule 144 Shares

A large minority of the shares of Common Stock presently outstanding are
considered "restricted securities". If and only if, a public market develops,
they may be publicly resold in compliance with Rule 144 adopted under the
Securities Act of 1933, as amended effective April, 1997. Rule 144 provides, in
part, that after holding restricted securities for a period of one (1) year
non-affiliated shareholders (affiliates include officers, directors, and ten
percent or greater shareholders) may , during any three months, in a brokerage
transaction, or to a market maker, an amount equal to the greater of one percent
(1%) of the Company's outstanding Common Stock, or the average weekly trading
volume, if any, in the Common Stock during four calendar weeks preceding the
filing of a Form 144 relating to such sale. After two (2) years non-affiliated
shareholders (who have been non-affiliates for at least three months) may sell
an unlimited amount of the Company's outstanding Common Stock. Rule 144 also
provides that after holding restricted securities for a period of two (2) years,
affiliates of the company may sell every third month in a brokerage transaction,
or to a market maker, an amount equal to the greater of one percent (1%) of the
Company's outstanding Common Stock, or the average weekly trading volume, if
any, in the Common Stock during four calendar weeks preceding the filing of a
Form 144 relating to such sale. Such sales, if made under certain circumstances,
would depress the market price and render difficult the sale of the Company's
securities purchased hereunder. The outstanding shares will be eligible for sale
pursuant to Rule 144 in June 2001.

Use of Proceeds Not Specified

Since there will be no proceeds from this offfering except for the $287,500
the Company will receive if and when the options registered hereby are executed,
all of the proceeds of this offering will be allocated to working capital. Use
of the proceeds in this manner will be dependent upon the Company's needs.
Hence, investors will entrust their funds to management on whose judgment the
investors must depend, with only limited information about the specific purposes
to which management will apply such funds. See "Use of Proceeds".

Dependence on Key Personnel

The Company will be dependent on its current management for the foreseeable
future. The loss of the services of any member of these teams could have a
material adverse effect on the operations and prospects of the Company. The
Company's success will be dependent to a substantial degree on the principals of
the Company, the Company's technicians and sales force, and other key management
personnel. Lawrence Gallo's continued involvement is particularly critical to
the Company. At this time, the Company has only employment agreements with
Russell Adler, Lawrence Gallo, Mitchell sandler, and Joel Brownstein - all of
the Company's directors and executive officers. It is anticipated that upon
completion of this offering, the Company may enter into such employment
agreements with certain of its employees, on terms and conditions usual and
customary for its industry. The Company does not currently have any "key man"
life insurance on any of its employees, however, it is contemplated that the
Company may use some of the proceeds from this Offering to obtain such insurance
for certain of its key employees.

Competition

The Company is aware of several companies with competing products and
technologies who seem to have superior financial and other strengths than the
Company. There is no assurance that there are not other competitors of which the
Company is unaware. There is no assurance the Company will be able to compete
successfully with such other companies. There can be no assurances that similar
products and services to that of the Company developed by the Company's
competitors will not successfully compete with the Company in price and quality
of Service, resulting in material adverse effects on the future business of the
Company.

Broad Discretion in Application of Proceeds

The Use of Proceeds stated in this Memorandum represent the Company's
estimates based on its current business plan. A substantial percentage of the
proceeds may be used for repayment of indebtedness, marketing and inventory,
Accordingly, management of the Company will have broad discretion in the
application of such proceeds. See "Use of Proceeds,"

Changes in Law

Although the Company does not believe that either its services or the
products are or will be subject to specific governmental regulation, new laws
may be passed or new regulations may be adopted that impose regulations not now
existing. If new or revised laws or regulations become applicable, this could
adversely affect the Company's performance.

Dependence on Market Acceptance of the Company's Services

The Company will concentrate its efforts primarily on the marketing of its
services and products. The future performance of the Company is dependent on the
success of the Company's marketing of its products and services. It is not
possible to predict whether the Company will achieve market acceptance of its
services and products. The extent of, and rate at which, market acceptance and
penetration is achieved by the Company's products is a function of many
variables, including price, efficiency, acceptance by the marketplace,
manufacturing capabilities (including quality control), and the effectiveness of
the Company's marketing and sales efforts.

Indemnification

The Company's By-Laws include provisions that indemnify any person made a
Party to any action, suit or proceeding, by reason of the fact that he is or was
a director, officer or employee of the Company against reasonable expense
including legal fees, actually or necessarily incurred by him in connection with
the defense of such action, suit or proceedings or in connection with any appeal
therein, that such officer, director, or employee is liable for negligence or
misconduct in the performance of his duties.

Patent Infringement Liability; Products Liability; Possibility of
Insufficient Insurance Coverage

If the Company is found liable for a patent infringement or intellectual
property claim that exceeds the sum of any covering insurance policies to be
purchased with the proceeds of this offering, if any, the Company will have to
absorb the excess liability, which will adversely affect the Company's financial
condition.

The Company believes that its products and technologies are safe for the
environment and for people. It is possible that future developments will reveal
product risks not currently known. The Company expects to provide a product to
be used in public places which encounter hundreds of thousands of people daily.
The product will be used, in some instances, to access customer funds, and in
many cases may access all the funds and financial accounts that a person may
have. If the products do not perform as expected, the Company could experience
significant liability for personal injury and or other financial damage. This
type of liability could seriously impair the Company's financial condition.

The Company currently has no liability insurance. If the Company were to
buy such insurance, there is no assurance the coverage would be adequate for its
present needs, and there is no assurance that the Company would be able to
maintain a said policy of such insurance; or that coverage would be sufficient
or available to cover all possible product liabilities. In the event of a
successful suit against the Company, lack or insufficiency of insurance coverage
could have a Material adv
erse effect on the Company.

<PAGE>

USE OF PROCEEDS

The Company will only receive nominal proceeds from the sale of the
2,978,000 Shares to be registered under this registration Statement ($0) but
will receive $287,500 from the execution of the options rendered hereunder, if
and only if those options are executed. Additionally, the Company will benefit
from the services rendered under the Compensation Agreements. The Company
anticipates that it will use such gross proceeds for general corporate and
working capital purposes.

PLAN OF DISTRIBUTION

As soon as reasonably practicable, after the filing of this Registration
Statement, the Shares to which this Prospectus relates will be issued by the
Company from time to time, or at any one time, as compensation pursuant to
negotiated Compensation Agreements the following consultants or employees
("Consultants") to the Company and in the following amounts:

CONSULTANT AMOUNT OF SHARES AMOUNT OF OPTIONS
Mitchell B. Sandler 300,000 150,000
Russell Adler 600,000 500,000
Lawrence Gallo 500,000 150,000
Joel F. Brownstein 400,000 150,000
Al Rubis 150,000 0
Gustovo Rodriguez 25,000 50,000
Roger Fidler 3,000 0

All 2,978,000 of the Shares will be issued at $0.01 per share in lieu of
cash compensation for services rendered and to be rendered, at a purchase price
of $0.01 per share and for which the Company will receive aggregate gross
proceeds of $0. Upon issuance, all Shares will be duly authorized, validly
issued, fully paid and non-assessable. All Shares are not subject to the
provisions of the Employee Retirement Income Security Act of 1974 and shall not
have any restrictions on resale. See also Item 4, Description of Securities.

Item 1. Plan Information.

Item 2. Registrant Information and Employee Plan Annual Information.

<PAGE>
PART II - INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission (File No. 001-12350) pursuant to Section
13(a) of the Securities Exchange Act of 1934 (the "1934 Act") are incorporated
herein by reference:

(a) The Registrant's Annual Reports on Form 10-KSB for the
fiscal years ended December 31, 1997 and 1998;

(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended September 31, 1999, June 30, 1999 and March 31, 1999
and the Registrant's Current Report on Form 8K, filed by the
Registrant on December 18, 1998; and

All documents filed subsequent to the date of this Registration Statement
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

Item 4. Description of Securities.

The Common Stock of the Registrant is registered under Section 12(g) of the
Exchange Act.

All of the 2,978,000 shares of Common Stock, par value $.01 per share (the
"Common Stock"), offered hereby are being offered by Regenesis Holdings, Inc.
(the "Registrant"). On December 15, 1998, the Company's common stock was
delisted from the OTC Bulletin Board for failure to comply with Rule 15c-211 and
has not traded publicly since that date.

SHAREHOLDERS' EQUITY:

The Registrant is authorized to issue 110,000,000 shares of which
100,000,000 shares are alloacted to two classes of common stock with a par value
of $.01 per share and 10,000,000 are Preferred Stock with a par value of $.01
per share. As of the date hereof, the Registrant had 4,408,429 shares of Common
Stock outstanding. Holders of Common Stock are entitled to one vote for each
share held of record on each matter submitted to a vote of stockholders. There
is no cumulative voting for election of directors. Subject to the prior rights
of any series of Preferred Stock which may from time to time be outstanding, if
any, holders of Common Stock are entitled to receive dividends when, as, and if
declared by the Board of Directors out of funds legally available therefor and,
upon the liquidation, dissolution or winding up of the Registrant, are entitled
to share ratably in all assets remaining after payment of liabilities and
payment of accrued dividends and liquidation preferences on the Preferred Stock,
if any. Holders of Common Stock have no preemptive rights and have no rights to
convert their Common Stock into any other securities. All outstanding shares of
Common Stock are, and the shares of Common Stock offered hereby upon issuance,
will be, duly authorized, validly issued, fully paid and non-assessable.

The Registrant's Restated Certificate of Incorporation authorizes the
issuance of Preferred Stock with such designations, rights and preferences as
may be determined from time to time by the Board of Directors. Accordingly, the
Board is empowered, without stockholder approval, to issue Preferred Stock with
dividend, liquidation, conversion, voting or other rights which could adversely
affect the relative voting power or other rights of the holders of the
Registrant's Common Stock. In the event of issuance, the Preferred Stock could
be used, under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of the Registrant. Although the Registrant has no
present intention to issue any shares of Preferred Stock, there can be no
assurance that the Registrant will not do so in the future. If the Registrant
issues shares of Preferred Stock, the issuance may have a dilutive effect upon
the holders of the Registrant's Common Stock, including the purchasers of the
shares being offered hereby.

Item 5. Interests of Named Experts and Counsel.

Roger L. Fidler, Esq., has passed upon the legality under the law of
Florida, the state in which the Company is incorporated, of the Common Stock of
the Company being offered hereby. Mr. Fidler holds 3,000 shares of the Company's
stock which have been received for the preparation and submission of this
offering document.

Item 6. Indemnification of Directors and Officers.

Section 607.0850 of Florida Statutes authorizes a corporation, under
certain circumstances, to indemnify its directors and officers (including
reimbursement for expenses incurred). The registrant has provided for
indemnification to the extent permitted by the provisions of the Florida statute
in its charter and by-laws.

Item 7. Exemption from Registration Claimed.

Not Applicable.Item
<TABLE>
<CAPTION>

8. Exhibits.

NUMBER DESCRIPTION
<S> <C>
4.01 Articles Of Incorporation**
4.02 Certificate Of Amendment To The Articles Of Incorporation**
4.03 By laws**
5.01 Opinion and Consent of Roger L. Fidler, Esq. counsel to the
registrant, as to the legality of the common stock being offered.*
15.01 Letter Re Unaudited Interim Financial Information*
24.01 Consents Of Experts And Counsel**
99.01 Compensation Agreement with Mitchell B. Sandler**
99.02 Compensation Agreement with Russell Adler**
99.03 Compensation Agreement with Lawrence Gallo**
99.04 Compensation Agreement with Joel F. Brownstein**
99.05 Addendum to Compensation Agreement with Mitchell B. Sandler*
99.06 Addendum to Compensation Agreement with Russell Adler*
99.07 Addendum to Compensation Agreement with Lawrence Gallo*
99.08 Addendum to Compensation Agreement with Joel F. Brownstein*
99.09 Compensation Agreement with Roger L. Fidler*
99.10 Compensation Agreement with Gustovo Rodriguez*
99.11 Compensation Agreement with Al Bubis*

</TABLE>

* Filed herewith.
** Incorporated by reference to Exhibits of Registrant's Annual Report
on Form 10-KSB for the years ended December 31, 1997 and 1998, and
amendments on the Company's currents Forms 8k.

Item 9. Undertakings

The undersigned registrant hereby undertakes: (1) To file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement: (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement; (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement. (2) That, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. (3)
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Miami Beach, State of Florida, on December 7
, 1999.

REGENESIS HOLDINGS , INC.

By: ________________________
Lawrence Gallo
President, Director

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

By: ________________________ By: ________________________
Lawrence Gallo, President Mitchell B. Sandler, Secretary

December 7, 1999 December 7, 1999

The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefits plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hackensack, State of New
Jersey, on December 7, 1999.

By: ________________________
Lawrence Gallo, President

<PAGE>

Exhibit 5.01

December 7, 1999
Roger Fidler, Esq.
400 Grove St.
Glen Rock, NJ 07452

Gentlemen:

I have acted as counsel to Regenesis Holdings, Inc. (the "Registrant") in
connection with its Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission relating to
2,978,000 shares of Common Stock, par value $.01 per share, of the
Registrant(the "Shares"), subject to the Compensation Agreements with
Messrs. Adler, Sandler, Gallo, and Brownstein.

In connection with the foregoing, I have examined, among other things, the
Registration Statement and originals or copies, satisfactory to me, of all such
corporate records and of all such agreements, certificates and other documents
as I have deemed relevant and necessary as a basis for the opinion hereinafter
expressed. In such examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals and
the conformity with the original documents of documents submitted to me as
copies. As to any facts material to such opinion, I have, to the extent that
relevant facts were not independently established by me, relied on certificates
of public officials and certificates, oaths, representations and declarations of
officers or other representatives of the Registrant.

Based upon and subject to the foregoing, I am of the opinion that the
Shares to be issued in payment of compensation under such Compensation
Agreements will be, when issued, validly issued, fully paid and non-assessable.

I hereby consent to the filing of a copy of this opinion as an exhibit to
the Registration Statement.

Very truly yours,
/s/ Roger L. Fidler
Roger L. Fidler, Esq.

<PAGE>
Exhibit 15.01

Rachlin Cohen & Holtz, LLP
Certififed Public Accountants & Consultants

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 25, 1999 (which report contains an
explanatory paragraph that describes a condition that raises substantial doubt
as to the ability of the Company to continue as a going concern) relating to the
financial statements of Regenesis Holdings, Inc. appearing in such Company's
Annual Report on Form 10-KSB for the year ended December 31, 1998.

/s/Rachlin Cohen & Holtz

Miami, Florida
December 3, 1999

One Southeast Third Avenue, Tenth Floor
Miami, Florida 33131
Tel 305-377-4228
Fax 305-377-8331
<PAGE>
Exhibit 15.02

Moore Stephens Lovelace, P.A.
Certififed Public Accountants & Management Consultants
P.O. Box 3429
Orlando, FL 32802 - 3429

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in the Registration
Statement on Form S-8, dated on or about December 7, 1999, of our report dated
May 22, 1998 on our audit of the statements of operations, stockholders' equity
and cash flows of Regenesis Holdings, Inc. for the year ended December 31, 1997,
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1998.

/s/ Moore Stephens Lovelace, P.A.
Moore Stephens Lovelace, P.A.

Orlando, Florida
December 7, 1999

<PAGE>
EXHIBIT 99.05

ADDENDUM TO EMPLOYMENT AGREEMENT

AGREEMENT dated this 15th day of October, 1999, between REGENESIS
HOLDINGS, INC., a Florida corporation having its principal place of business at
444 Brickell Ave. suite 400 Miami, Florida 33131 (hereinafter the "Company"),
and Mitchell B. Sandler (hereinafter the "Employee").

WHEREAS, the Company and the Employee have previosuly entered into an
Employment Agreement (the "Employment Agreement") dated April 1, 1999; and,

WHEREAS, both the Company and the Employee desire to extedn the term of the
Employment Agreement for an additional twelve months;

NOW, THEREFORE, in consideration of the foregoing, ten dollars paid in
hand, and other good and valuable consideration, receipt and sufficiency of
which is hereby acknowledged, the following is agreed:

1. EXTENSION OF PREVIOUS EMPLYMENT AGREEMENT.

The Employment Agrement between the Company and Employee dated April 1,
1999 is hereby extended for an additional twelve months. All the terms of the
Employment Agreement not specifically modified by this Agreement are extended in
their entirety as if they wer repeated and reincorporated herein.

2. ADDITIONAL COMPENSATION

In order to induce Employee to extend the Employment Agreement, the Company
will grant Employee shall receive a stock grant of 150,000 additional shares of
the Company's common stock, said shares shall be registered upon a Form S-8 as
soon as practical.

3. APPLICABLE LAW

This Agreement shall be governed by the laws of the State of Florida. If
any provision of this Agreement is declared void, such provision shall be deemed
severed from this agreement, which shall otherwise remain in full force and
effect.

4. BINDING EFFECT

This Agreement is binding upon the parties hereto and upon successors in
the interest to the Company. This Agreement shall not be amended or otherwise
modified except by further express agreement in writing or executed by both
parties hereto. Any waiver of any breach of this Agreement shall be made in
writing and shall be applicable only to such breach and shall not be construed
to waive any subsequent or prior to breach other than the specific breach so
waived.

<PAGE>

5. SUPERCEDES EARLIER AGREEMENTS

With regards to any conflicting terms, this Agreement supersedes
all earlier agreements between the parties hereto.

6. ARBITRATION

Any dispute arising hereunder shall be resolved by arbitration before a
sole arbitrator under the prevailing rules of the American Bar Association. The
decision of arbitrator shall be binding upon the parties hereto and enforceable
at the law before any court of competent jurisdiction. The place of Arbitration
shall be Broward County, Florida

IN WITNESS WHEREOF, the parties have executed this Agreement the date
first written above.

REGENESIS HOLDINGS, INC.

/s/ Mitchell B. Sandler By: /s/ Russell Adler
- - --------------------------- ----------------------------
Mitchell B. Sandler Russell Adler
Chairman

<PAGE>
EXHIBIT 99.06

ADDENDUM TO EMPLOYMENT AGREEMENT

WHEREAS, the Company and the Employee have previosuly entered into an
Employment Agreement (the "Employment Agreement") dated February 15, 1999; and,

WHEREAS, both the Company and the Employee desire to extedn the term of the
Employment Agreement for an additional twelve months;

1. EXTENSION OF PREVIOUS EMPLYMENT AGREEMENT.

The Employment Agrement between the Company and Employee dated February 15,
1999 is hereby extended for an additional twelve months. All the terms of the
Employment Agreement not specifically modified by this Agreement are extended in
their entirety as if they wer repeated and reincorporated herein.

2. ADDITIONAL COMPENSATION

In order to induce Employee to extend the Employment Agreement, the Company
will grant Employee shall receive a stock grant of 300,000 additional shares of
the Company's common stock, said shares shall be registered upon a Form S-8 as
soon as practical.

3. APPLICABLE LAW

4. BINDING EFFECT

<PAGE>

5. SUPERCEDES EARLIER AGREEMENTS

With regards to any conflicting terms, this Agreement supersedes
all earlier agreements between the parties hereto.

6. ARBITRATION

IN WITNESS WHEREOF, the parties have executed this Agreement the date
first written above.

ATTEST: REGENESIS HOLDINGS CORPORATION,
a Florida corporation,

By: /s/ Mitchell Sandler
---------------------------------
Title: DIRECTOR/PRESIDENT
____________________________
Secretary

WITNESS: EMPLOYEE

____________________________ /s/ Russell B. Adler
------------------------------------
RUSSELL B. ADLER

<PAGE>
EXHIBIT 99.07

EXHIBIT 99.06

ADDENDUM TO EMPLOYMENT AGREEMENT

WHEREAS, the Company and the Employee have previosuly entered into an
Employment Agreement (the "Employment Agreement") dated April 18, 1999; and,

WHEREAS, both the Company and the Employee desire to extedn the term of the
Employment Agreement for an additional twelve months;

1. EXTENSION OF PREVIOUS EMPLYMENT AGREEMENT.

The Employment Agrement between the Company and Employee dated April 18,
1999 is hereby extended for an additional twelve months. All the terms of the
Employment Agreement not specifically modified by this Agreement are extended in
their entirety as if they wer repeated and reincorporated herein.

2. ADDITIONAL COMPENSATION

In order to induce Employee to extend the Employment Agreement, the Company
will grant Employee shall receive a stock grant of 250,000 additional shares of
the Company's common stock, said shares shall be registered upon a Form S-8 as
soon as practical.

3. APPLICABLE LAW

4. BINDING EFFECT

<PAGE>

5. SUPERCEDES EARLIER AGREEMENTS

With regards to any conflicting terms, this Agreement supersedes
all earlier agreements between the parties hereto.

6. ARBITRATION

IN WITNESS WHEREOF, the parties have executed this Agreement the date
first written above.

REGENESIS HOLDINGS, INC.

/s/ Lawrence Gallo By: /s/ Russell Adler
- - -------------------------- -------------------------------
Lawrence Gallo Russell Adler
Chairman

<PAGE>
EXHIBIT 99.08

ADDENDUM TO EMPLOYMENT AGREEMENT

WHEREAS, the Company and the Employee have previosuly entered into an
Employment Agreement (the "Employment Agreement") dated April 18 , 1999; and,

WHEREAS, both the Company and the Employee desire to extend the term of the
Employment Agreement for an additional twelve months;

1. EXTENSION OF PREVIOUS EMPLYMENT AGREEMENT.

2. ADDITIONAL COMPENSATION

In order to induce Employee to extend the Employment Agreement, the Company
will grant Employee shall receive a stock grant of 200,000 additional shares of
the Company's common stock, said shares shall be registered upon a Form S-8 as
soon as practical.

3. APPLICABLE LAW

4. BINDING EFFECT

<PAGE>

5. SUPERCEDES EARLIER AGREEMENTS

With regards to any conflicting terms, this Agreement supersedes
all earlier agreements between the parties hereto.

6. ARBITRATION

IN WITNESS WHEREOF, the parties have executed this Agreement the date
first written above.

REGENESIS HOLDINGS, INC.

/s/ Joel F. Brownstein By: /s/ Russell Adler
- - ----------------------------- --------------------------------
Joel F. Brownstein Russell Adler
Chairman

<PAGE>
EXHIBIT 99.10

EMPLOYMENT AGREEMENT

AGREEMENT dated this 21st day of October, 1999, between REGENESIS
HOLDINGS, INC., a Florida corporation having its principal place of business at
930 Washington Avenue 4th Floor Miami beach, Florida 33139 (hereinafter the
"Company"), and Gustovo Rodriguez (hereinafter the "Employee").

WHEREAS, the Company desires to employ the Employee because of his special
knowledge and skills; and,

WHEREAS, the Employee desires to work for the Company;

NOW, THEREFORE, in consideration of the foregoing, ten dollars paid in hand, and
other good and valuable consideration, receipt and sufficiency of which is
hereby acknowledged, the following is agreed:

1. DUTIES.

The Company hereby employs Employee as Director of Entertainment and Music
Development having such powers and duties in those capacities as set forth from
time to time by the Company or otherwise. Employee shall devote his best efforts
to the Business of the Company.

2. COMPENSATION.

As compensation for his services to the Company, in whatever capacity
rendered, the Company shall pay to Employee $78,000 per annum. This salary shall
be paid on such dates during the month as other salaried employees are paid
during the term of this Agreement which is one year. The accrual of this salary
shall be deemed to have commenced on October 1, 1999.

In addition, Employee shall be entitled to the following: medical
insurance coverage, including major medical and dental coverage equivalent to
that provided to other key employees of the Company; such disability coverage as
is maintained on other key employees.

Employee shall be entitled to such amount of vacation and sick days and
personal days as are allowed other members of senior management. Additionally,
Employee shall be entitled to all holidays provided to other key employees.

Further, Employee shall receive a stock grant of 25,000 shares of the
Company's common stock and an option to purchase 50,000 shares at $1.00 per
share. The 25,000 shares and options shall be registered upon a Form S-8 as soon
as practical.

Furthermore, Employee shall receive additional compensation for those
corporate finance transactions which are brought to the Company by Employee,
said compensation to be paid at the closing of such transactions. Such
compensation shall be negotiated in good faith prior to each such transaction
and if the parties cannot decide on said compensation, then the Company shall
not undertake such transaction(s). If the parties do not reach agreement and the
Company proceeds with such transaction(s), then Employee shall be compensated
according to the custom in the industry as determined by a sole arbitrator
chosen in accordance with the with the then prevailing rules of the American
Arbitration Association.

3. EXPENSES

The Employee may incur $500 per year reasonable expenses for promoting
the business of the Company, including expenses for travel, entertainment and
similar items. The Company will reimburse the Employee for all such expenses
upon the presentation by the Employee from time to time, of an itemized account
justifying each expenditures. Such reimbursement shall be provided within 10
working days of such presentation by Employee. Additional expenses must be
approved in advance by the Board of Directors of the Company.

4. NOTICE

Any notice required to be given pursuant to the provisions of this
Agreement shall be in writing and by registered mail, and mailed to the parties
at the following addresses:

COMPANY: at the principal offices of the Company

EMPLOYEE: at his last known residence.

5. ILLNESS OR INCAPACITY

5.1 Right to Terminate. If, during the Term of this Agreement, Employee
shall be unable to perform in his duties hereunder for a period exceeding nine
(9) consecutive months by reason of illness or incapacity, this Agreement may be
terminated by the Company in its sole discretion.

5.2 Right to Replace. If Employee's illness or incapacity, whether by
physical or mental cause, renders him unable for a minimum period of ninety (90)
consecutive calendar days to carry out his duties and responsibilities as set
forth herein, the Company shall have the right to designate a person to replace
Employee temporarily in the capacity; provided, however, that if Employee
returns to work from such illness or incapacity within the nine (9) month period
following his inability due to such illness or incapacity, he shall be entitled
to be reinstated in the capacity described hereof with all rights, duties and
privileges attendant thereto.

5.3 Rights Prior to Termination. Employee shall be entitled to his full
remuneration and benefits hereunder during such illness or incapacity unless and
until an election is made by the Company to terminate this Agreement in
accordance with the provisions of this Article.

5.4 Determination of Illness or Incapacity. For purposes of this
Article V, the term "illness or incapacity" shall mean Employee's inability to
substantially perform his duties hereunder due to physical or mental illness as
determined by the Board of Directors, based upon medical documentation of same.

6. CONFIDENTIALITY

6.1 Confidentiality. During the Term of this Agreement and thereafter,
Employee agrees to maintain the confidential nature of the Company's trade
secrets, including, without limitation, development ideas, acquisition
strategies and plans, financial information, records, "know how", methods of
doing business, customer, supplier and distributor lists and all other
confidential information of the Company. Employee shall not use (other than in
connection with his employment), in any way whatsoever, such trade secrets
except as authorized in writing by the Company. Employee shall, upon the
termination of his employment, deliver to the Company any and all record, books,
documents or any other materials whatsoever (including all copies thereof)
containing such trade secrets, which shall be and remain the property of the
Company.

6.2 Non-Removal of Records. All documents, papers, materials, notes,
books, correspondence, drawings and other written and graphic records relating
to the Business of the Company which Employee shall prepare or use, or come into
contact with, shall be and remain the sole property of the Company and,
effective immediately upon the termination of the Employee's employment with the
Company for any reason, shall not be removed from the Company's premises without
the Company's prior written consent.

7. TERMINATION

7.1 Termination for Cause. This Agreement and the employment of
Employee may be terminated by the Company "For Cause" in any of the following
circumstances:

(a) Employee has committed any fraud, misappropriation or
similar act against the Company;

(b) Employee has been proven to have engaged in activities
and/or illegal activities which, individually, or in the aggregate, have a
material adverse effect on the Company.

A Termination for Cause under this Section 7.1 shall be
effective upon the date set forth in a written notice of termination delivered
to Employee and removal of Employee's liability for any obligations of the
Company or guaranty of any Company obligations, whether such Company obligation
is non-contingent or contingent.

7.2 Termination Without Cause. This Agreement and the employment of the
Employee may be terminated "Without Cause" as follows:

(a) By mutual agreement of the parties hereto, provided
Employee's liability for any litigation of the Company or guaranty of any
Company obligation, whether such Company obligation is non-contingent or
contingent, has been removed; or

(b) Upon Employee's death.

7.3 Effect of Termination For Cause. If Employee's employment is
terminated For Cause:

(a) Employee shall be entitled to accrued base salary through
date of termination;

(b) Employee shall be entitled to reimbursement for expenses
accrued through the date of termination; and,

(c) Employee shall be entitled to any commissions on
acquisitions or agreements for acquisitions entered into prior to termination,
whether such acquisitions are consummated or are to be consummated after the
date effective termination date.

7.4 Effect of Termination Without Cause. If Employee's employment is terminated
Without Cause:

(a) Employee shall be entitled to compensation through the date
of termination;

(b) Employee shall be entitled to reimbursement for expenses
accrued through the date of termination;

(d) Except as provided in Section 6, this Agreement shall
thereupon be of no further force or effect.

8. APPLICABLE LAW

This Agreement shall be governed by the laws of the State of Florida.
If any provision of this Agreement is declared void, such provision shall be
deemed severed from this agreement, which shall otherwise remain in full force
and effect.

9. BINDING EFFECT

This Agreement is binding upon the parties hereto and upon successors
in the interest to the Company. This Agreement shall not be amended or otherwise
modified except by further express agreement in writing or executed by both
parties hereto. Any waiver of any breach of this Agreement shall be made in
writing and shall be applicable only to such breach and shall not be construed
to waive any subsequent or prior to breach other than the specific breach so
waived.

10. SUPERCEDES EARLIER AGREEMENTS

This Agreement supersedes all earlier agreements between the parties
hereto.

11. ARBITRATION

IN WITNESS WHEREOF, the parties have executed this Agreement the date
first written above.

REGENESIS HOLDINGS, INC.

/s/ Gustovo Rodriguez By: /s/ Lawrence W. Gallo
- - --------------------------- ----------------------------
Lawrence W. Gallo
President

<PAGE>
EXHIBIT 99.11

930 Washington Avenue 4th Floor Miami Beach, Florida 33139
(305)695-4400; Fax (305) 695-4444 R
EGENESIS HOLDINGS, INC.
- --------------------------------------------------------------------------------

September 21, 1999
Mr. Al Bubis ("AB")

Re: Music Content, Advertising Sales Compensation

Dear Al:

This letter sets forth the terms of our agreement with respect to your
services and its compensation with regard to the above project(s). The project
consists of advertising sponsors for Magazine CDRom "outserts", the development
of music content and increasing the Companies status within the entertainment
industry.

The services of AB will be used on a non-exclusive bases for this
project and we will negotiate the terms and conditions of any special projects
with you as those materialize. Any advertising originating with AB, we will be
charged at a commission not to exceed Ten Percent (10%). AB acknowledges the
Companies prior commitments for advertising, some of which AB has been
instrumental in setting up and agrees to adjust certain commissions based on
those relationships. RW will be solely responsible for its own overhead and
expenses unless we are notified that you intend to incur an expense on our
behalf or for our account and we pre-approved same in writing.

As consideration for your services in relation to this transaction,
Regenesis Holdings, Inc. will register your 150,000 shares of the Company's
Common Stock. Additional options shall be issued based upon performance and
sales projects as those materialize.

If this letter accurately reflects our agreement, please sign below and return a
copy to me.

Thank you.
Very truly yours,

REGENESIS HOLDINGS, INC.

By:/s/ Russell Adler_
Russell Adler
AGREED &ACCEPTED:

By:_/s/ Al Bubis______

Dated: 10/18/1999