U.S.
      SECURITIES AND EXCHANGE COMMISSION





Washington,
      D.C. 20549




FORM
      10-QSB





xQUARTERLY
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      quarterly period ended June 30, 2008





or





oTRANSITION
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      transition period from





Commission
      File No.


000-50639





RegenoCELL
      Therapeutics, Inc.


(Name
      of
      Small Business Issuer in its Charter)




Florida
            
            22-3880440(State
                of Incorporation)
            
            (I.R.S.
                Employer Identification
                No.)




2
      Briar
      Lane, Natick, Massachusetts 01760


(Address
      of Principal Executive Offices)





(508)
      647-4065


(Registrant's
      telephone number. including area code)





Good
      Buddy's Coffee Express, Inc.


7
      Richmond Lane, Blythewood, South Carolina 29016


(Former
      name, address and fiscal year, if changed since last report)




Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Securities 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 xNo o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes xNo o





The
      number of shares of the registrant's common stock, par value $0.0001 per share,
      outstanding as of July 31, 2008 was 90,562,500 and there were 21 stockholders
      of
      record.





Transitional
      Small Business Disclosure Format (Check one): Yes oNo x










RegenoCELL
      Therapeutics, Inc.


(A
      Development Stage Corporation)


Financial
      Statements





INDEX




Part
                  I-- FINANCIAL INFORMATION
              
              
              2Item
                  1. Financial Statements (Unaudited)
              
              
              2Item
                  2. Plan of Operations
              
              
              13Item
                  3. Controls and Procedures
              
              
              18Part
                  II-- OTHER INFORMATION
              
              
              18Item
                  1. Legal ProceedingsItem
                  2. Unregistered Sales of Equity Securities and Use of
                  ProceedsItem
                  3. Defaults upon Senior SecuritiesItem
                  4. Submission of Matters to a Vote of Security HoldersItem
                  5. Other InformationItem
                  6. Exhibits
              
              
              18




2




RegenoCELL
      Therapeutics, Inc.


(A
      Development Stage Corporation)








**PART
      I - FINANACIAL INFORMATION**




**ITEM
      1** **FINANCIAL
      INFORMATION** ****




Table
      of
      Contents




Page
                  No.Independent
                  Review Report
              
              
              4Balance
                  Sheet
              
              
              5Income
                  Statement
              
              
              6Statement
                  of Changes in Stockholders' Equity
              
              
              7Statement
                  of Cash Flows
              
              
              8Notes
                  to Financial Statements
              
              
              9




3




**LIEBERMAN,
        SHARMA & ASSOCIATES P.A.**
 **CERTIFIED
        PUBLIC ACCOUNTING FIRM**
  **800
        E. Cypress Creek Rd. Suite 200 Ft. Lauderdale, FL
        33334****Office (954) 491-0411 Fax (954)
        491-0211**





**Auditing 
      ~  Accounting  ~  Taxes  ~  Condominium
      Accounting  ~  Financial Management  ~ 
Consulting**






To
      the
      Board of Directors and Stockholders


RegenoCELL
      Therapeutics, Inc.


(formerly
      Good Buddy's Coffee Express, Inc.)


Blythewood,
      SC 29016





We
      have
      reviewed the accompanying Balance Sheet of RegenoCELL Therapeutics, Inc.
      (formerly Good Buddy's Coffee Express, Inc.) as of June 30, 2008 and June 30,
      2007, and the related Statements of Income, Changes in Stockholders' Equity
      and
      Cash Flows for the three and six months then ended. These interim financial
      statements are the responsibility of the Company's management.




We
      conducted our review in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). A review of interim financial
      information consists principally of inquires of the Company personnel and
      analytical procedures applied to the financial and accounting matters. It is
      substantially less in scope than an audit conducted in accordance with standards
      of the Public Company Accounting Oversight Board, the objective of which is
      the
      expression of an opinion regarding the financial statements taken as a whole.
      Accordingly, we do not express such an opinion.




Based
      on
      our review, we are not aware of any material modifications that should be made
      to the accompanying interim financial statements in order for them to be in
      conformity with accounting principles generally accepted in the United States.







//Lieberman
      Sharma & Associates, P.A.//





Lieberman
      Sharma & Associates, P.A.


Ft.
      Lauderdale, Florida


August
      11, 2008







**American
      Institute of Certified Public Accountants ▪ Public Company Accounting Oversite
      Board**


**Florida
      Institute of Certified Public Accountants ▪ Certified Fraud Examiners ▪
Community Associations Institute**




4


**RegenoCell
        Theraputics Inc.**


**(A
        Development Stage Corporation)**


**Balance
      Sheet**




**As
                  of****June
                  30**
              
              **December
                  31,****2008**
              
              **2007****Assets**Current
                  AssetsCash
              
              $
              4,062
              
              $
              (390
              )Other
                  Receivable
              
              
              -
              
              
              250Total
                  Current Assets
              
              
              4,062
              
              
              (140
              )Net
                  Fixed Assets
              
              
              -
              
              
              1,875**Total
                  Assets**
              
              **$**
              **4,062**
              ****
              **$**
              **1,735****Liabilities
                  and Stockholders' Equity****Liabilities**Current
                  LiabilitiesAccounts
                  Payable
              
              $
              -
              
              $
              2,200Accrued
                  Interest
              
              
              -
              
              
              7,640Accrued
                  Expenses
              
              
              500
              
              
              2,500Total
                  Current Liabilities
              
              
              500
              
              
              12,340Note
                  Payable
              
              
              90,549
              
              
              68,000**Total
                  Liabilities**
              
              
              **91,049**
              
              
              **80,340****Stockholders'
                  Equity**Preferred
                  Stock $.0001 par value, 80,000,000 shares authorized,no
                  shares issued and outstanding as of June 30, 2008 and June30,
                  2007 respectively
              
              
              -
              
              
              -Common
                  Stock, $.0001 par value, 520,000,000 sharesauthorized,
                  70,312,500 shares issued and outstanding as of June30,
                  2008 and December 31, 2007 respectively
              
              
              7,031
              
              
              7,031Additional
                  Paid in Capital
              
              
              -Accumulated
                  Deficit during the development stage
              
              
              (94,018
              )
              
              (85,636
              )**Total
                  Stockholders' Equity**
              
              
              **(86,987**
              **)**
              ****
              **(78,605**
              **)****Total
                  Liabilities and Stockholders' Equity**
              
              **$**
              **4,062**
              ****
              **$**
              **1,735**




The
        accompanying notes are an integral part of these financial
        statements




5




**RegenoCell
        Theraputics Inc.**
 **(A
          Development Stage Corporation)**
 **Income
          Statement**
 **For
          the Six Months Ended June 30,**
  **February
                    1,****2002
                    (Inception)****Through****2008**
                
                **2007**
                
                **June
                    30, 2008**Revenues
                
                $
                -
                
                $
                -
                
                $
                -Administrative
                    Expenses
                
                
                6,507
                
                
                4,351
                
                
                (87,562
                )**Net
                    (Loss) from development stage operations**
                
                
                **(6,507**
                **)**
                ****
                **(4,351**
                **)**
                ****
                **(87,562**
                **)**Loss
                    on abandonment of assets
                
                
                (1,875
                )
                
                -
                
                
                (1,875
                )**Net
                    (Loss)**
                
                **$**
                **(8,382**
                **)**
                **$**
                **(4,351**
                **)**
                **$**
                **(89,437**
                **)****Basic
                    net loss per common share**
                
                **$**
                **(0.00**
                **)**
                **$**
                **(0.00**
                **)**
                **$**
                **(0.00**
                **)****Weighted
                    Average of Common Shares Outstanding**
                
                
                **70,312,500**
                
                
                **70,312,500**
                
                
                **70,312,500**


The
        accompanying notes are an integral part of these financial
        statements




6




**RegenoCell
        Theraputics Inc.**


**(A
        Development Stage Corporation)**


**Statement
        of Stockholders Equity**


**As
        of June 30, 2008**


**Par
                  Value**
              
              **Paid
                  in**
              
              **Retained****Shares**
              
              **$.0001**
              
              **Capital**
              
              **Earnings**
              
              **Total**February
                  1, 2002 - Restricted commonshares
                  issued to President of Companyfor
                  expenses
              
              
              2,000,000
              
              $
              200
              
              $
              -
              
              $
              -
              
              $
              200December
                  31, 2002 - Net (Loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (200
              )
              
              (200
              )**December
                  31, 2002 - Balance**
              
              
              **2,000,000**
              
              
              **200**
              
              
              -
              
              
              (200
              )
              
              -February
                  15, 2003 - Sale of restrictedshares
                  to various stockholders
              
              
              550,000
              
              
              55
              
              
              10,945
              
              
              -
              
              
              11,000December
                  31, 2003 - Net (Loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (6,669
              )
              
              (6,669
              )**December
                  31, 2003 - Balance**
              
              
              **2,550,000**
              
              
              **255**
              
              
              **10,945**
              
              
              **(6,869**
              **)**
              
              **4,331**December
                  31, 2004 - Net (Loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (9,272
              )
              
              (9,272
              )**December
                  31, 2004 - Balance**
              
              
              **2,550,000**
              
              
              **255**
              
              
              **10,945**
              
              
              **(16,141**
              **)**
              ****
              **(4,941**
              **)**December
                  31, 2005 - Net (Loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (28,583
              )
              
              (28,583
              )**December
                  31, 2005 - Balance**
              
              
              **2,550,000**
              
              
              **255**
              
              
              **10,945**
              
              
              **(44,724**
              **)**
              ****
              **(33,524**
              **)**February
                  2006 repurchase of stock
              
              
              (106,250
              )
              
              (11
              )
              
              (6,739
              )
              
              -
              
              
              (6,750
              )March
                  2006 repurchase of stock
              
              
              (100,000
              )
              
              (10
              )
              
              (1,990
              )
              
              -
              
              
              (2,000
              )December
                  31, 2006 - Net (Loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (25,389
              )
              
              (25,389
              )**December
                  31, 2006 - Balance**
              
              
              **2,343,750**
              
              
              **234**
              
              
              **2,216**
              
              
              **(70,113**
              **)**
              ****
              **(67,663**
              **)**Prior
                  Year adjustment for expensereversal
              
              
              -
              
              
              -
              
              
              -
              
              
              1,650
              
              
              1,650December
                  31, 2007 - Net (Loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (12,592
              )
              
              (12,592
              )**December
                  31, 2007 - Balance**
              
              
              **2,343,750**
              
              
              **234**
              
              
              **2,216**
              
              
              **(81,055**
              **)**
              ****
              **(78,605**
              **)**March
                  31, 2008 - additional sharesissued
                  resulting from a 3 for 1 commonstock
                  split
              
              
              4,687,500
              
              
              469
              
              
              (469
              )
              
              -
              
              
              -June
                  13, 2008 - additional shares issuedresulting
                  from a 10 for 1 common stocksplit
              
              
              63,281,250
              
              
              6,328
              
              
              (1,747
              )
              
              (4,581
              )
              
              -June
                  30, 2008 - Net Loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (8,382
              )
              
              (8,382
              )**June
                  30, 2008 - Balance**
              
              
              **70,312,500**
              
              
              **7,031**
              
              
              **(0**
              **)**
              ****
              **(94,018**
              **)**
              ****
              **(86,988**
              **)**




The
        accompanying notes are an integral part of these financial
        statements




7




**RegenoCell
        Theraputics Inc.**


**(A
        Development Stage Corporation)**
 **Cash
        Flow Statement**
 **For
        the Six Months Ended June 30,**
  **February
                  1, 2002****(date
                  of****inception)****through
                  June 30,****2008**
              
              **2007**
              
              **2008****Cash
                  Flows From Operating Activities:**Cash
                  paid to suppliers
              
              $
              (18,097
              )
              $
              (29
              )
              $
              (84,337
              )**Net
                  cash provided by (used in) operating activities**
              
              
              **(18,097**
              **)**
              ****
              **(29**
              **)**
              ****
              **(84,337**
              **)****Cash
                  Flows From Investing Activities**Purchase
                  of equipment
              
              
              -
              
              
              -
              
              
              (4,600
              )**Net
                  cash used in investing activities**
              
              
              **-**
              
              
              **-**
              
              
              (4,600
              )**Cash
                  Flows From Financing Activities:**Proceeds
                  from note payable
              
              
              48,142
              
              
              1,500
              
              
              116,142Repayment
                  of notes payable
              
              
              (25,593
              )
              
              -
              
              
              (25,593
              )Sale
                  of common stock
              
              
              -
              
              
              -
              
              
              11,200Repurchase
                  of common stock
              
              
              -
              
              
              -
              
              
              (8,750
              )**Net
                  cash provided by (used in) financing activities**
              
              
              **22,549**
              
              
              **1,500**
              
              
              **92,999**Net
                  Increase (Decrease) in Cash
              
              
              4,452
              
              
              1,471
              
              
              4,062Cash
                  Beginning of Period
              
              
              (390
              )
              
              271
              
              
              -**Cash
                  End of Period**
              
              **$**
              **4,062**
              
              **$**
              **1,742**
              
              **$**
              **4,062****Reconciliation
                  of Income in Net Assets to Net Cash****Provided
                  by Operating Activities:**Net
                  Loss from Development Stage Activities
              
              $
              (6,507
              )
              $
              (4,351
              )
              $
              (89,437
              )Non
                  cash activities:Depreciation
              
              
              -
              
              
              230Abandonment
                  of Assets
              
              
              
              
              
              
              
              
              4,600Write
                  off uncollected other receivable
              
              
              250
              
              
              -Reconciliation
                  AdjustmentsIncrease
                  in Accounts Payable
              
              
              (2,200
              )
              
              
              
              
              -Increase
                  in Accrued Expenses
              
              
              (2,000
              )
              
              3,251
              
              
              500Increase
                  in Accrued Interest
              
              
              (7,640
              )
              
              841
              
              
              -**Net
                  cash provided by (used in) operating activites**
              
              **$**
              **(18,097**
              **)**
              **$**
              **(29**
              **)**
              **$**
              **(84,337**
              **)**




The
        accompanying notes are an integral part of these financial
        statements




8




RegenoCELL
      Therapeutics, Inc.


(A
      Development Stage Enterprise)


NOTES
      TO
      FINANCIAL STATEMENTS








Note
      1 -
      Summary of Significant Company & Organization Policies





Organization
      and Business Operations





RegenoCELL
      Therapeutics, Inc. (formerly Good Buddy's Coffee Express, Inc.) (the "Company")
      was incorporated in the State of Florida on February 1, 2002. The Company’s main
      office was located in South Carolina and planned to develop a national chain
      of
      drive through, high quality coffee outlets. In July of 2008 the main office
      was
      relocated to Massachusetts and the corporate mission was amended to develop
      a
      stem cell therapy business for the treatment of congestive heart failure and
      peripheral artery disease, in lieu of its original goals. (See note 8 Subsequent
      Events).





At
      the
      current time the Company is still in the development stage.





Note
      2 -
      Summary of Significant Accounting Policies





Concentration
      of Credit Risk





The
      Company's financial instruments that are exposed to concentration of credit
      risk
      are cash. Additionally, the Company maintains cash balances in bank deposit
      accounts which, at times, may exceed federally insured limits.





Cash
      and
      Cash Equivalents





The
      Company considers all highly liquid investments with maturity of three months
      or
      less when purchased to be cash equivalents.





Accrued
      Expenses





At
      year
      end management recognizes an appropriate expense for the audit of its financial
      records.





Fair
      Value of Financial Instruments





Financial
      instruments, including cash, receivables, accounts payable, and notes payable
      are carried at amounts which reasonably approximate their fair value due to
      the
      short term nature of these amounts or due to variable rates of interest which
      are consistent with market rates. At present, the Company does not have any
      material accounts receivables or accounts payable.





Income
      Taxes





The
      Financial Accounting Standards Board (FASB) issued Statements of Financial
      Accounting Standards (SFAS) No. 109 "Accounting for Income Taxes", which
      requires companies to use the asset and liability method of accounting for
      income taxes. Under the asset and liability method, deferred income taxes are
      recognized for the tax consequence of temporary differences by applying enacted
      statutory tax rates applicable to future year's differences between the
      financial statements carrying amounts and the tax basis of existing assets
      and
      liabilities. Pursuant to SFAS No. 109, the effect on deferred taxes of a change
      in tax rates is recognized as income in the period that includes the enactment
      date. Under the deferred method, deferred taxes recognized using the tax
      applicable to the year of the calculation and were not adjusted for subsequent
      changes in tax rates.





9




RegenoCELL
      Therapeutics, Inc.


(A
      Development Stage Enterprise)


NOTES
      TO
      FINANCIAL STATEMENTS







Earnings
      (Loss) Per Share





The
      Company presents "basic" earnings (loss) per share and, if applicable, "diluted"
      earnings per share pursuant to the provisions of Statement of Financial
      Accounting Standards No. 128, Earnings per Share (SFAS 128). Basic earnings
      (loss) per share are calculated by dividing net income or loss by the weighted
      average number of shares outstanding during each period. The calculation of
      diluted earnings (loss) per share is the same as the basic earnings (loss)
      per
      share.





Use
      of
      Estimates





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 those estimates.








Fair
      Value of Financial Instruments




The
      carrying amounts of financial instruments including cash, accounts receivable,
      accounts payable and accrued expenses approximate fair value as of June 30,
      2008
      and 2007, as a result of the relatively short maturity of these
      instruments.





Note
      3 -
      Fixed Assets





Fixed
      Assets are stated at cost less accumulated depreciation. Expenditures for
      ordinary maintenance and repairs are charged to operations as incurred. Major
      additions and improvements are capitalized using the straight-line method over
      the estimated useful life of the asset.


Estimated2008
              
              2007
              
              Useful
                  LifeRestaurant
                  Equipment
              
              $
              -0-
              
              $
              1,300
              
              
              5
                  yearsEquipment
              
              
              -0-
              
              
              1,000
              
              
              5
                  yearsComputers
              
              
              -0-
              
              
              2,300
              
              
              5
                  years-0-
              
              
              4,600Less:
                  Accumulated Depreciation
              
              
              -0-
              
              
              2,725Net
                  Fixed Assets
              
              $
              -0-
              
              $
              1,875




10




RegenoCELL
      Therapeutics, Inc.


(A
      Development Stage Enterprise)


NOTES
      TO
      FINANCIAL STATEMENTS






Note
      4 -
      Notes Payable





The
      Company has issued unsecured promissory notes to unrelated individuals as of
      June 30, 2008. No demand has been placed or is anticipated to be placed and
      therefore, they have been classified as long term debt. The detail of the long
      term debt is as follows:




Principal
              
              PrincipalJune
                  30,
              
              December
                  31,2008
              
              2007November
                  28, 2003 - Due June 1, 2009
              
              $
              -
              
              $
              15,000
              
              
              5
              %per
                  annumFebruary
                  5, 2005 - Demand Note
              
              
              47,823
              
              
              53,000
              
              
              5
              %per
                  annumJune
                  26, 2008 - Convertible Demand Note5%
                  per annum, convertible to common stockat
                  $1.00 per share
              
              
              42,625
              
              
              -Total
                  Debt
              
              
              90,448
              
              
              68,000Less
                  Current Portion
              
              
              -
              
              
              -Long
                  Term Debt
              
              $
              90,448
              
              $
              68,000Interest
                  expense for the quarter endingJune
                  30,
              
              $
              1,768
              
              $
              3,300




Note
      5 -
      Income Taxes




The
      reconciliation of the statutory Federal income tax rate to the effective tax
      rate for the six (6) months ended June 30, 2008 and June 30, 2007 are as
      follows:




June
                  30, 2008
              
              June
                  30, 2007Amount
              
              Rate
              
              Amount
              
              RateIncome
                  Taxes at Statutory Rate
              
              $
              (14,102
              )
              
              -15.0
              %
              $
              (11,038
              )
              
              -15.0
              %Increase
                  (Decrease) in taxesValuation
                  Allowance
              
              
              14,102
              
              
              15.0
              %
              
              11,038
              
              
              15.0
              %$
              -
              
              
              0.0
              %
              $
              -
              
              
              0.0
              %
  The
          major
          components of deferred tax assets are as follows:
 June
                  30, 2008
              
              
              June
                  30, 2007Deferred
                  tax assetsNet
                  operating loss carry forward
              
              $
              (94,018
              )
              $
              (73,589
              )Valuation
                  allowance
              
              
              94,018
              
              
              73,589Net
                  deferred tax assets
              
              $
              -
              
              $
              -




11




RegenoCELL
      Therapeutics, Inc.


(A
      Development Stage Enterprise)


NOTES
      TO
      FINANCIAL STATEMENTS





Note
      6 -
      Stockholders Equity





On
      May
      29, 2008 the Board of Directors unanimously voted to increase the authorized
      shares of both the preferred stock and common stock from 5,000,000 to 10,000,000
      shares and from 20,000,000 to 200,000,000 shares respectively.





The
      Board
      also unanimously voted, on May 29, 2008, effective for stockholders of record
      on
      June 13, 2008, a 10 for 1 forward stock split of the common shares. This
      increased the number of outstanding shares of common stock from approximately
      7,031,250 to 70,312,500 shares.





The
      above
      actions were filed with the State as amendments to the Company’s Articles of
      Incorporation on May 29, 2008.




Note
      7 -
      Going Concern





The
      Company has no revenues to date. Since its inception the Company has been
      dependent upon the receipt of capital investment to fund its continuing
      activities. In addition to the normal risks associated with a new business
      venture, there can be no assurance that the Company's business plan will be
      successfully executed. As has been stated, an insignificant amount of funds
      have
      been raised to date. In order to raise the necessary capital to commence its
      planned principal operations and to implement its business plan, the Company's
      management plans to prepare and file a registration statement with the
      Securities & Exchange Commission and attempt to consummate a
      self-underwritten public offering of its common stock. The Company's ability
      to
      execute its business model will depend on its ability to obtain additional
      financing and achieve a profitable level of operations. There can be no
      assurance that sufficient financing will be obtained. Nor can any assurance
      be
      made that the Company will generate substantial revenues or that the business
      operations will prove to be profitable.





Note
      8 -
      Subsequent Events





On
      July
      7, 2008, the Company Amended its Articles of Incorporation changing the name
      of
      the corporation to RegenoCELL Therapeutics, Inc. and increasing the authorized
      capitalization to 600,000,000 shares.





The
      Company also issued restricted common shares to the following:




Douglas T. Rice
            -
            250,000
                common sharesDomenic Mazza
            -
            5,000,000
                common sharesJames F. Mongiardo
            -
            15,000,000
                common
                shares




The
      Company approved the Employment Agreement with James F. Mongiardo as President
      and Chief Executive Officer. In addition, Scott Massey, the former President,
      Chief Executive Officer and Director of the Company, and Phillips N. Dee, the
      former Director of the Company resigned from their positions as officers and
      directors of the Company and James F. Mongiardo was elected as Chief Executive
      Officer, President, Treasurer, Secretary and sole Director of the Company.





12




**ITEM
      2.** **MANAGEMENT'S
      PLAN OF OPERATIONS**




Certain
      statements contained in this discussion and analysis or incorporated herein
      by
      reference that are not related to historical results are “forward-looking
      statements” within the meaning of the Private Securities Litigation Reform Act
      of 1995.





Statements
      that are predictive, that depend upon or refer to future events or conditions,
      and/or that include words such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “estimates,” “hopes,” and similar expressions constitute
      forward-looking statements. In addition, any statements concerning future
      financial performance (including future revenues, earnings or growth rates),
      business strategies or prospects, or possible future actions by us are also
      forward-looking statements.





These
      forward-looking statements are based on beliefs of our management as well as
      current expectations, projections, assumptions and information currently
      available to the Company and are subject to certain risks and uncertainties
      that
      could cause actual results to differ materially from historical results or
      those
      anticipated or implied by such forward-looking statements. Should one or more
      of
      those risks or uncertainties materialize or should underlying expectations,
      projections and assumptions prove incorrect, actual results may vary materially
      from those described. Those events and uncertainties are difficult to predict
      accurately and many are beyond our control. The Company assumes no obligation
      to
      update these forward-looking statements to reflect events or circumstances
      that
      occur after the date of these statements except as specifically required by
      law.
      Accordingly, past results and trends should not be used to anticipate future
      results or trends.





Overview





The
      Company was incorporated in Florida on February 1, 2002 and planned to develop
      cafes in South Carolina expanding to other states in the South East, featuring
      gourmet coffee, pastries and related items. The Company’s objective was to
      develop cafes that provided a forum for rapid service and a strong community
      identity with the widespread popularity of coffee and related products. Due
      to
      intense competition, in early 2008 the Company changed its focus.





On
      July
      16, 2008 the Company began focusing on a new stem cell therapy business
      opportunity as set forth in a Letter of Intent dated March 31, 2008 with
      TheraVitae, Inc. by completing several actions. These actions included the
      filing of Amended Articles of Incorporation which among other matters changed
      the name of the corporation to RegenoCELL Therapeutics, Inc. and increased
      the
      authorized capitalization to 600,000,000 shares, approved Amended Bylaws, issued
      restricted common shares to Douglas T. Rice (250,000) for introducing this
      new
      business opportunity, Dominick Mazza (5,000,000) for consulting services for
      this new business opportunity and James F. Mongiardo (15,000,000) for
      negotiating the Letter of Intent which will become the new business of the
      corporation and for directing and building it as its President and Chief
      Executive Officer, ratified the March 31 Letter of Intent with TheraVitae,
      and
      approved the Employment Agreement with James F. Mongiardo as President and
      Chief
      Executive Officer.





The
      Letter of Intent with TheraVitae provides for a non exclusive license in Mexico
      and later the Islands of the Caribbean to commercialize TheraVitae’s stem cell
      therapy for cardiovascular indications. The Company may establish clinics to
      treat congestive heart failure patients with VesCell, TheraVitae’s stem cell
      therapy. It also provides for an exclusive license in the United States, Canada
      and Mexico to obtain regulatory approvals and then market VesCell stem cell
      therapy for the treatment of peripheral artery disease.





Further
      in connection with this change in business focus, the Board of Directors
      accepted the resignations of Scott Massey and Phillips N. Dee as directors
      and
      officers of the Company and elected James F. Mongiardo to fill the vacancies
      on
      the Board. Mr. Mongiardo was elected as Chief Executive Officer, President,
      Treasurer, Secretary and sole Director of the Company.




13




The
      new
      mission of the Company is to bring stem cell therapy treatments to the market
      as
      quickly as possible. The Company has identified and entered into a Letter of
      Intent with a company currently treating patients with adult stem cells for
      congestive heart failure and other indications. TheraVitae, located in Bangkok,
      Thailand, has developed a process for which patent applications are pending
      to
      identify and process adult stem cells found in a patient’s blood. These adult
      stem cells are grown into large numbers in vitro (outside the body) and then
      encouraged to differentiate into angiogenic precursor cells or blood vessel
      forming cells for the treatment of congestive heart failure. These adult stem
      cells can also be used for the treatment of other conditions such as peripheral
      artery disease.





Currently
      congestive heart failure patients cleared for treatment have one-half pint
      of
      blood drawn which is sent to TheraVitae’s cell processing facility in Israel.
      After the adult stem cells in the patient’s blood have been extracted and grown
      into large numbers of angiogenic precursor cells, they are sent to Bangkok,
      Thailand for infusion into the patient in a minimally invasive procedure. The
      stem cell therapy is either delivered through a catheter or injected directly
      into the myocardium.





All
      patients are private pay.





The
      results to date have been impressive. Over three hundred (300) congestive heart
      failure patients with no other options have shown similar results to a clinical
      trial presented to the American Heart Association meeting in November, 2006
      for
      this therapy.





In
      that
      trial:





·
            Over
                90% of patients reported subjective improvement of their physical
                condition and ability to perform physical
                exercise.





·
            Over
                70% showed improvement in treadmill exercise
                capacity.





·
            Over
                75% of patients showed objective improvement in the perfusion defect
                of
                the ischemic region.





The
      Company has entered into a Letter of Intent which provides for two basic
      businesses. The first is an opportunity to generate revenue in the short term
      for the treatment of congestive heart failure. The second is an opportunity
      to
      generate substantial revenues in the long term for the treatment of peripheral
      artery disease.





The
      first
      stem cell business is a non exclusive license to establish clinics initially
      in
      Mexico and later in the Caribbean (exclusive of the Dominican Republic) to
      treat
      patients with TheraVitae’s stem cell therapy for congestive heart failure and
      all other cardiovascular indications. The non exclusive license is for four
      years but automatically renewable if 500 patients are treated in either year
      three or four.




Patients
      may not be treated in the United States. However patients from the United States
      may be identified, qualified, agree to the treatment, pay for the treatment
      in
      advance and then have their blood drawn for processing by TheraVitae.


When
      the
      stem cell therapy is ready for administration, the patient will travel outside
      the United States to a clinic in Mexico or the Caribbean operated by a
      subsidiary of the Company to be formed to receive the treatment. Because this
      is
      an autologous treatment, it is anticipated that the regulatory requirements
      for
      administering this stem cell therapy in Mexico and the Islands of the Caribbean
      will be less extensive than the United States. The market size for congestive
      heart failure in the United States is so large that multiple treatment clinics
      will be needed to handle potential demand. Approximately five million patients
      have been diagnosed in the United States with congestive heart failure.





14




Over
      five
      hundred thousand people die from this disease each year.





There
      are
      over 1,100 investigation stem cell clinical trials being conducted in the United
      States. It will take multiple years for any product to be approved, especially
      products derived from embryonic or umbilical cord blood stem cells. In the
      interim, patients may benefit from adult stem cell treatment today through
      identification and qualification in the United States and the administration
      of
      treatment outside the United States. The Company intends to be one of the first
      companies to benefit from the commercial possibilities associated with adult
      stem cell therapy through the establishment of clinics initially in Mexico
      and
      later in the Caribbean where patients from the United States may be treated.
      Thus, the Company will be among the first to be able to earn revenues from
      adult
      stem cell therapy.





The
      second business is an exclusive license for the United States, Canada and Mexico
      for the treatment of peripheral artery disease. The exclusive license is for
      four years automatically renewable for additional four year periods if there
      is
      either (a) an active IND in the United States or (b) an approval to market
      for
      peripheral artery disease in the United States. Over ten million Americans
      suffer from poor circulation to their extremities. Peripheral artery disease
      is
      especially prevalent among diabetics. After standard treatments fail, the only
      alternative is amputation of the toes, foot or leg, sometimes fingers, hand
      or
      arm. TheraVitae’s stem cell therapy has been shown in pilot clinical trials to
      re-establish blood flow to the extremities resulting in saving the limbs from
      amputation.





The
      process for treating peripheral artery disease is very similar to the process
      for treating congestive heart failure. After the patient is qualified, a half
      liter of blood is drawn and sent to TheraVitae for processing.





The
      adult
      stem cells are extracted, grown into large numbers and then encouraged to become
      angiogenic precursor cells. This adult stem cell therapy is then injected in
      multiple locations in the limb which is experiencing poor
      circulation.





The
      Company will be responsible for all costs associated with obtaining all required
      regulatory approvals for the treatment of peripheral artery disease in the
      United States, Canada and Mexico. It intends to submit to the Food and Drug
      Administration an Investigational
      New Drug (“IND”) application for authorization to
      initiate clinical trials in the United States and complete what is necessary
      to
      apply for regulatory approval to market the product. Such an approval in the
      United States will have substantial potential since the market size is large
      and
      flexibility of pricing is great given the alternative of
      amputation.





The
      Company has not generated any revenues from its operations. To effectuate the
      new stem cell business plan during the next twelve months, the Company must
      raise funding, locate a suitable source for congestive heart failure patients
      and/or implement marketing programs to find these patients who may benefit
      from
      stem cell therapy, establish a review procedure and staging center to draw
      blood
      from qualified patients, and establish a site outside the United States which
      can administer the stem cell therapy. In addition the Company must begin
      assembling or developing the required data, finalizing a clinical protocol
      and
      clinical case report form, contracting with clinical sites able to conduct
      the
      requisite clinical trials, obtaining Institutional Review Board approval for
      these clinical trials, and contracting with a clinical research organization
      to
      administer these clinical trials as part of or in conjunction with the
      submission of an IND to the
      Food and Drug Administration for authorization to begin clinical trials in
      the
      United States for the treatment of peripheral artery disease.





The
      Company will earn revenues for the treatment of congestive heart failure
      patients although it is not anticipated that any revenues will be earned during
      the third quarter of 2008. The Company does not anticipate that during the
      next
      twelve months the Company will earn sufficient revenues to fully support all
      aspects of the new stem cell business plan and, therefore, will continue to
      seek
      new funding through equity financings.





15




For
      the
      twelve month period following the date of this Quarterly Report, the Company
      will be required to obtain additional financing in order to continue to pursue
      the business plan. The Company believes that additional debt financing will
      not
      be an alternative for funding as the Company does not have tangible assets
      to
      secure any debt financing. The Company anticipates that additional funding
      will
      be in the form of equity financing from the sale of its common stock. The
      Company cannot provide investors with any assurance that the Company will be
      able to raise sufficient funding from the sale of its common stock to fund
      the
      business plan going forward.





If
      the
      Company is unsuccessful at raising sufficient capital to fund its operations,
      for whatever reason, the Company may be forced to seek opportunities outside
      of
      its new business focus or to seek a buyer for its business or another entity
      with which the Company could partner. Even if the Company is successful in
      obtaining equity financing to fund its business plan, there is no assurance
      that
      the Company will obtain the funding necessary to pursue its plan over the
      long-term.




16




Code
      of Ethics




The
      Company has adopted a Code of Ethics that applies to employees,
      officers and directors. The Code of Ethics was previously filed
      as
      Exhibit 14.1 to its annual report for the fiscal year ended December
      31, 2004.





17




**ITEM
      3.** **CONTROLS
      AND PROCEDURES**




(a)
      Evaluation of disclosure controls and procedures.




The
      Chief
      Executive Officer and Chief Financial Officer (the "Certifying Officer")
      maintain a system of disclosure controls and procedures that is designed to
      provide reasonable assurance that information, which is required to be
      disclosed, is accumulated and communicated to management timely.





Under
      the
      supervision and with the participation of management, the Certifying Officers
      evaluated the effectiveness of the design and operation of our disclosure
      controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the
      Exchange Act) within 90 days prior to the filing date of this
      report.





Based
      upon that evaluation, the Certifying Officer concluded that our disclosure
      controls and procedures are effective in timely alerting them to material
      information relative to our company required to be disclosed in our periodic
      filings with the SEC.





(b)
      Changes in internal controls.




The
      Certifying Officer has indicated that there were no significant changes in
      the
      internal controls or other factors that could significantly affect such controls
      subsequent to the date of his evaluation, and there are no such control actions
      with regard to significant deficiencies and material weaknesses.




**PART
      II - OTHER INFORMATION**





There
      were no reportable items for Items 1 through 5




**Item
      6.** **EXHIBITS** ****




(33.1)
            Certification
                of Chief Executive Officer and
                Chief Financial Officer
                pursuant to Rule 13a-14 or 15d-14 of the Securities ExchangeAct
                of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxleyact
                of 2002.(34.1)
            Certification
                of Chief Executive Officer and
                Chief Financial Officer
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection
                906 of the Sarbanes-Oxley Act of
                2002.




18




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 thereunto duly authorized.




REGENOCELL THERAPEUTICS, INC.August 15, 2008
            By:
            /s/ James F. MongiardoJames
                F. Mongiardo
              Principal
                Executive Officer,
              President,
                Principal FinancialOfficer,
              Principal
                AccountingOfficer
                and Director




19