UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C. 20549





FORM
10-Q





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





For the
quarterly period ended June 30, 2010





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





For the
transition period from _____________ to





Commission
File Number: 000-50639





REGENOCELL THERAPEUTICS,
INC.


(Exact
name of registrant as specified in its charter)





Florida
              
              22-3880440(State
      or other jurisdiction of incorporation
              
              (I.R.S.
      Employer Identification No.)or
      organization)





2 Briar
Lane


Natick,
Massachusetts 01760


(Address
of Principal Executive Offices)





(508)
647-4065


(Registrant's
telephone number, including area code)





Check
whether the registrant (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  x   No
 ̈





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See the definitions of “large
accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule
12b-2 of the Exchange Act. YesxNo ̈


Large Accelerated filer ̈
              
              Accelerated
      filer  ̈Non-accelerated
      filer (Do not check
              
              Smaller
      reporting company xif a smaller reporting company) ̈





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes  ̈ No
x





Indicate
the number of shares outstanding of the registrant's common stock, par value
$0.0001 per share, outstanding as of the latest practical date. 81,637,500
shares of common stock outstanding as of August 9, 2010.








REGENOCELL
THERAPEUTICS, INC.





Quarterly
Report on Form 10-Q


For
the Quarterly Period Ended June 30, 2010





FORWARD-LOOKING
STATEMENTS





This Form
10-Q for the quarterly period ended June 30, 2010 contains forward-looking
statements that involve risks and uncertainties.  Forward-looking
statements in this document 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.  In
evaluating these statements, you should consider various factors including the
assumptions, risks and uncertainties set forth in our Annual Report on Form 10-K
for the year ended December 31, 2009 and other reports and documents we have
filed with or furnished to the Securities and Exchange
Commission.  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.








INDEX





Part
      I— FINANCIAL INFORMATION
                
                4Item
      1. Interim Financial Statements and Notes – Quarter Ended June 30,
      2010
                
                4Item
      2. Management’s Discussion and Analysis or Plan of
    Operations
                
                15Item
      3. Controls and Procedures
                
                20Part
      II— OTHER INFORMATION
                
                20Item
      1. Legal Proceedings
                
                20Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                
                20Item
      3. Defaults upon Senior Securities
                
                20Item
      4. Submission of Matters to a Vote of Security Holders
                
                21Item
      5. Other Information
                
                21Item
      6. Exhibits and Reports on Form 8-K
                
                22Signatures
                
                22


3


PART
I - FINANCIAL INFORMATION





Item
1 – Interim Financial Statements and Notes – Quarter Ended June 30,
2010





Contents





Page
      No.Consolidated
      Balance Sheets – June 30, 2010 and December 31, 2009
                      
                      5Consolidated
      Statements of Operations for the Three Months Ended June 30, 2010 and
      2009
                      
                      6Consolidated
      Statement of Stockholders’ Equity for the Three Months Ended June 30, 2010
      and 2009
                      
                      7Consolidated
      Statements of Cash Flows for the Three Months ended June 30, 2010 and
      2009
                      
                      8Notes
      to Consolidated Financial Statements
                      
                      9


4





REGENOCELL
THERAPEUTICS, INC.


CONSOLIDATED
BALANCE SHEETS





June 30, 2010
                    
                    
                    December 31,(unaudited)
                    
                    
                    2009AssetsCurrent
      AssetsCash
                    
                    $
                    54,064
                    
                    
                    $
                    102,078Prepaid
      Expenses
                    
                    
                    29,100
                    
                    
                    
                    -Other
      Current Assetss
                    
                    
                    16,130
                    
                    
                    
                    -Total
      Current Assets
                    
                    
                    99,294
                    
                    
                    
                    102,078Net
      Fixed Assets
                    
                    
                    150,387
                    
                    
                    
                    2,893Security
      Deposits
                    
                    
                    137,072
                    
                    
                    
                    -Goodwill
                    
                    
                    49,338
                    
                    
                    
                    -Net
      Intangible Licensing Costs
                    
                    
                    5,004,000
                    
                    
                    
                    -Total
      Assets
                    
                    $
                    5,440,091
                    
                    
                    $
                    104,971Liabilities
      and Stockholders' EquityLiabilitiesCurrent
      LiabilitiesAccounts
      Payable
                    
                    $
                    204,222
                    
                    
                    $
                    64,981Customer
      Deposits
                    
                    
                    16,500
                    
                    
                    
                    -Accrued
      Interest
                    
                    
                    263,139
                    
                    
                    
                    110,597Accrued
      Expenses
                    
                    
                    424,105
                    
                    
                    
                    750Notes
      Payable, related parties
                    
                    
                    201,578
                    
                    
                    
                    120,094Notes
      Payable, current
                    
                    
                    172,323
                    
                    
                    
                    162,323Total
      Current Liabilities
                    
                    
                    1,281,867
                    
                    
                    
                    458,745Long
      Term DebtNote
      and Loans Payable
                    
                    
                    3,926,111
                    
                    
                    
                    -Total
      Other Liabilities
                    
                    
                    3,926,111
                    
                    
                    
                    -Total
      Liabilities
                    
                    
                    5,207,978
                    
                    
                    
                    458,745Stockholders'
      EquityPreferred
      Stock $.0001 par value, 80,000,000 shares authorized, no shares issued and
      outstanding as of June 30, 2010 and December 31, 2009
      respectively
                    
                    
                    -
                    
                    
                    
                    -Common
      Stock, $.0001 par value, 520,000,000 shares authorized, 81,437,500 shares
      issued and outstanding as of June 30, 2010 and 41,437,500 issued and
      outstanding as of December 31, 2009 respectively
                    
                    
                    8,144
                    
                    
                    
                    4,144Additional
      Paid in Capital
                    
                    
                    1,134,035
                    
                    
                    
                    4,913Accumulated
      Deficit
                    
                    
                    (861,549
                    )
                    
                    
                    (362,831
                    )Accumulated
      balance of other comprehsive Income (loss)
                    
                    
                    (48,517
                    )
                    
                    
                    -Total
      Stockholders' Equity
                    
                    
                    232,113
                    
                    
                    
                    (353,774
                    )Total
      Liabilities and Stockholders' Equity
                    
                    $
                    5,440,090
                    
                    
                    $
                    104,971





The
accompanying notes are an integral part of these financial
statements.


5





REGENOCELL
THERAPEUTICS, INC.


CONSOLIDATED
STATEMENTS OF OPERATIONS





For the Three
                      
                      
                      For the Three
                      
                      
                      For the Six
                      
                      
                      For the Sixmonths Ended
                      
                      
                      months Ended
                      
                      
                      months Ended
                      
                      
                      MonthsJune 30,
                      
                      
                      June 30,
                      
                      
                      June 30,
                      
                      
                      Ended June2010
                      
                      
                      2009
                      
                      
                      2010
                      
                      
                      30, 2009Revenues
                      
                      $
                      274,957
                      
                      
                      $
                      -
                      
                      
                      $
                      566,822
                      
                      
                      $
                      -Cost
      of Sales
                      
                      
                      11,103
                      
                      
                      
                      -
                      
                      
                      
                      60,440
                      
                      
                      
                      -Administrative
      Expenses
                      
                      
                      77,334
                      
                      
                      
                      6,286
                      
                      
                      
                      156,930
                      
                      
                      
                      16,485Professional
      Fees
                      
                      
                      20,336
                      
                      
                      
                      -
                      
                      
                      
                      309,217
                      
                      
                      
                      -Development
      Costs
                      
                      
                      58,861
                      
                      
                      
                      -
                      
                      
                      
                      194,365
                      
                      
                      
                      -Interest
      Expense
                      
                      
                      230,162
                      
                      
                      
                      -
                      
                      
                      
                      280,987
                      
                      
                      
                      -Occupancy
      Costs
                      
                      
                      38,572
                      
                      
                      
                      -
                      
                      
                      
                      78,551
                      
                      
                      
                      -Total
      Operating Expenses
                      
                      
                      436,367
                      
                      
                      
                      6,286
                      
                      
                      
                      1,080,489
                      
                      
                      
                      16,485Loss
      before other income (expenses)
                      
                      
                      (161,410
                      )
                      
                      
                      (6,286
                      )
                      
                      
                      (513,667
                      )
                      
                      
                      (16,485
                      )Other
      income (expenses)Marketing
      Rights
                      
                      
                      30,000
                      
                      
                      
                      -
                      
                      
                      
                      30,000
                      
                      
                      
                      -Income
      Taxes
                      
                      
                      150
                      
                      
                      
                      -
                      
                      
                      
                      (15,051
                      )
                      
                      
                      -Net
      Loss
                      
                      
                      (131,261
                      )
                      
                      
                      (6,287
                      )
                      
                      
                      (498,718
                      )
                      
                      
                      (16,485
                      )Basic
      net loss per common share
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.00
                      )Weighted
      Average Number of Common Shares Outstanding
                      
                      
                      81,437,500
                      
                      
                      
                      81,437,500
                      
                      
                      
                      80,774,517
                      
                      
                      
                      96,187,500





The
accompanying notes are an integral part of these financial
statements.


6





REGENOCELL
THERAPEUTICS, INC.


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)





Common
      Stock
                                                    
                                                    
                                                    Additional
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    Accumulated
      OtherPaid
      in
                                                    
                                                    
                                                    Accumulated
                                                    
                                                    
                                                    ComprehensiveShares
                                                    
                                                    
                                                    Amount
                                                    
                                                    
                                                    Capital
                                                    
                                                    
                                                    Deficit
                                                    
                                                    
                                                    Deficit
                                                    
                                                    
                                                    TotalDecember
      31, 2008 - Balance
                                                    
                                                    
                                                    131,437,500
                                                    
                                                    
                                                    
                                                    13,144
                                                    
                                                    
                                                    
                                                    4,913
                                                    
                                                    
                                                    
                                                    (134,168
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (116,111
                                                    )December
      30, 2009 - Cancellation ofrestrictd
      common stock issued to TheraVitae,
      Inc., on July 22, 2008
                                                    
                                                    
                                                    (90,000,000
                                                    )
                                                    
                                                    
                                                    (9,000
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (9,000
                                                    )December
      31, 2009 - Net (Loss)
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    (228,663
                                                    )
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    (228,663
                                                    )December
      31, 2009 - Balance
                                                    
                                                    
                                                    41,437,500
                                                    
                                                    
                                                    
                                                    4,144
                                                    
                                                    
                                                    
                                                    4,913
                                                    
                                                    
                                                    
                                                    (362,831
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (353,775
                                                    )January
      1, 2010- Issuance of restrictedcommon
      stock to Yieldx, LTD. per theterms
      of the Assignment of Rights datedDecember
      31, 2009 (unaudited)
                                                    
                                                    
                                                    40,000,000
                                                    
                                                    
                                                    
                                                    4,000
                                                    
                                                    
                                                    
                                                    1,129,123
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    1,133,123Translation
      Adjustment (unaudited)
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    (48,517
                                                    )
                                                    
                                                    
                                                    (48,517
                                                    )June
      30, 2010 - Net (Loss) (unaudited)
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    (498,718
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (498,718
                                                    )June
      30, 2010 - Balance (unaudited)
                                                    
                                                    
                                                    81,437,500
                                                    
                                                    
                                                    $
                                                    8,144
                                                    
                                                    
                                                    $
                                                    1,134,035
                                                    
                                                    
                                                    $
                                                    (861,549
                                                    )
                                                    
                                                    $
                                                    (48,517
                                                    )
                                                    
                                                    $
                                                    232,113





The
accompanying notes are an integral part of these financial
statements.


7




REGENOCELL
THERAPEUTICS, INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS





For the Six
                
                
                For the SixMonths Ended
                
                
                Months EndedJune 30, 2010
                
                
                June 30, 2009Cash
      Flows From Operating Activities:Net
      Loss
                
                $
                (498,718
                )
                
                $
                (16,485
                )Adjstments
      to reconcile net income (loss) to net cash from operatin
      activities:Depreciation
                
                
                48,686
                
                
                
                -Amortization
      of discount on note payable
                
                
                128,444
                
                
                
                -Changes
      in Operating Assets and Liabilities:(Increase)
      in Prepaid Expenses
                
                
                99,654
                
                
                
                -(Increase)
      in Other Current Assets
                
                
                (16,130
                )
                
                
                -(Decrease)
      in Accounts Payable
                
                
                139,241
                
                
                
                -Increase
      (Decrease) in Accrued Expenses
                
                
                89,089
                
                
                
                (1,750
                )Increase
      in Accrued Interest
                
                
                152,542
                
                
                
                2,493Increase
      in Customer Deposits
                
                
                16,500
                
                
                
                -Net
      cash provided by (used in) operating activities
                
                
                159,308
                
                
                
                (15,742
                )Cash
      Flows From Investing ActivitiesAcquisition
      of property and equipment
                
                
                (75,000
                )
                
                
                -Acquisition
      of licensing rights
                
                
                (100,000
                )
                
                
                -Net
      cash used in investing activities
                
                
                (175,000
                )
                
                
                -Cash
      Flows From Financing Activities:Proceeds
      from note payable
                
                
                10,000
                
                
                
                15,742Proceeds
      from notes payable related parties
                
                
                108,273
                
                
                
                -Net
      cash provided by (used in) financing activities
                
                
                118,273
                
                
                
                15,742Effect
      of exchange rate changes
                
                
                (48,517
                )
                
                
                -Net
      Increase (Decrease) in Cash
                
                
                54,064
                
                
                
                -Cash
      Beginning of Period
                
                
                -
                
                
                
                -Cash
      End of Period
                
                $
                54,064
                
                
                $
                -Supplemental
      Cash Flow DisclosuresCash
      paid for interest
                
                $
                -
                
                
                $
                -Cash
      paid for income taxes
                
                $
                -
                
                
                $
                -Non-cash
      Investing and Financing ActivitiesDebt
      incurred for acquisition of property and equipment
                
                $
                334,266
                
                
                $
                -Debt
      incurred for acquisition of licensing agreement
                
                $
                4,900,000
                
                
                $
                -Stock
      issued for acquisition of licensing agreement
                
                $
                4,000
                
                
                $
                -





The
accompanying notes are an integral part of these financial
statements.


8


REGENOCELL
THERAPEUTICS, INC.
 NOTES TO
CONDENSED CONSOLIDATION FINANCIAL STATEMENTS
 June 30,
2010 and December 31, 2009
 NOTE
1 – CONDENSED FINANCIAL STATEMENTS





The
accompanying financial statements have been prepared by the Company without
audit.  In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations, and cash flows at June 30, 2010, and for all
periods presented herein, have been made.





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted.  It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's December
31, 2009 audited financial statements.  The results of operations for
the period ended June 30, 2010 is not necessarily indicative of the operating
results for the full year.





NOTE
2 - GOING CONCERN





The
Company's financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as
a going concern. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.





In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.





NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.





Recent Accounting
Pronouncements


Below is
a listing of the most recent accounting pronouncements issued since the December
31, 2009 audited financial statements of the Company were released and through
June 8, 2010. The Company has evaluated these pronouncements and does not expect
their adoption to have a material impact on the Company’s financial position, or
statements.


9




REGENOCELL
THERAPEUTICS, INC.


NOTES TO
CONDENSED CONSOLIDATION FINANCIAL STATEMENTS


June 30,
2010 and December 31, 2009




NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





§
            Accounting
      Standards Update 2010-17 Revenue Recognition- Milestone Method (Topic
      605): Milestone Method of Revenue Recognition – a consensus of the FASB
      emerging issues task force. Effective for fiscal years on or after June
      15, 2010.


§
            Accounting
      Standards Update 2010-12 Income Taxes (Topic 740): Accounting for Certain
      Tax Effects of the 2010 Health Care Reform Acts (SEC Update). Effective
      July 1, 2010.


§
            Accounting
      Standards Update 2010-11Derivatives and Hedging (Topic 815): Scope
      Exception Related to Embedded Credit Derivatives. Effective July 1,
      2010.


§
            Accounting
      Standards Update 2010-09 Subsequent Events (topic 855): Amendments to
      Certain Recognition and Disclosure Requirements. Effective July 1,
      2010.


§
            Accounting
      Standards Update 2010-06 Fair Value Measurements and Disclosures (Topic
      820): Improving Disclosures about Fair Value Measurements. Effective July
      1, 2010.


§
            Accounting
      Standards Update 2010-05 Compensation-Stock Compensation (Topic718):
      Escrowed share arrangements and the Presumption of Compensation (SEC
      Update). Effective July 1, 2010.


§
            Accounting
      Standards Update 2010-04 (ASU 2010-04), Accounting for Various
      Topics-Technical Corrections to SEC Paragraphs. Effective July 1,
      2010.





NOTE
4 – ASSET ACQUISITION





In early
January 2010 the Company created a wholly owned foreign subsidiary in Israel for
the purpose of developing and operating the laboratory facilities associated
with its products. The name of the subsidiary is Regenocell Laboratories
Ltd.  On January 7th 2010, the Companies foreign subsidiary Regenocell
Laboratories Ltd. consummated an asset purchase agreement with TheraVitae
Limited. Under the terms of the agreement the Company acquired certain assets of
TheraVitae Limited at a book value of approximately $360,000, in exchange for
assuming certain liabilities of approximately $334,000 and $75,000 in cash (all
currency is in US dollars).





Purchase
      PriceCash
      Paid
                  
                  $
                  75,000Liabilites
      Assumed
                  
                  
                  334,266Total
      Purchase Price
                  
                  
                  
                  
                  
                  $
                  409,266Assets
      receivedComputer
                  
                  
                  173,058Prepaid
      Exp
                  
                  
                  26,676Security
      Deposit
                  
                  
                  137,072Furniture
                  
                  
                  23,122Net
      Value of Assets Purchased
                  
                  
                  
                  
                  
                  
                  359,928Goodwill
                  
                  
                  
                  
                  
                  $
                  49,338





During
the quarter, Company entered into an agreement which became effective on January
7, 2010 to purchase the intangible assets of a company incorporated in Hong Kong
and operating in Israel, Yieldex.  Per the agreement, the Company
purchased the rights to patents and patent applications in connection with its
activities of stem cell research, therapy development, and clinical trials under
the trade name "TheraVitae."  The agreement also assigned rights to
testing procedures, testing results, and full copy data from clinical trials
conducted by the seller over its operating and research
history.


10


REGENOCELL
THERAPEUTICS, INC.
 NOTES TO
CONDENSED CONSOLIDATION FINANCIAL STATEMENTS
 June 30,
2010 and December 31, 2009


NOTE
4 – ASSET ACQUISITION (continued)





During
the recent six month period ended June 30, 2010, Company entered into an
agreement which became effective on January 7, 2010 to purchase the intangible
assets of a company incorporated in Hong Kong and operating in Israel,
Yieldex.  Per the agreement, the Company purchased the rights to
patents and patent applications in connection with its activities of stem cell
research, therapy development, and clinical trials under the trade name
"TheraVitae."  The agreement also assigned rights to testing
procedures, testing results, and full copy data from clinical trials conducted
by the seller over its operating and research history.  This also
includes all other related procedures, software files, etc.  The
assets were acquired in exchange for 40,000,000 shares of the Company’s common
stock, $100,000 cash, and a non interest bearing note, payable January 4, 2015,
in the amount of $4,900,000. Per the terms of the agreement, repayment of the
note will be made out of proceeds of revenues relating to the assigned
intangible assets and out of capital raised by management.





Management
has discounted the face of the note to present value assuming a 5.25% interest
rate. The amount of the discount is approximately $1,129,300, is being amortized
in equal monthly amounts of approximately $21,437 over the term of the note and
charged to interest expense on the income statement. As of June 30, 2010 the
unamortized discount id $1,000,678.





NOTE
5 – RELATED PARTY NOTES PAYABLE





During
the six months ended June 30, 2010, the Company has borrowed $120,094 from a
related party to fund continuing operations.  This note bears no
interest, is due on demand and is uncollateralized. The balance as of December
31, 2009 was approximately $227,364.





NOTE
6 – NOTES PAYABLE





On March
30, 2010, a note payable representing 36 percent of total notes payable
outstanding went into default which meant that the default terms of the note
went into effect.  According to the terms of the agreement, in the
event of default, the borrower is to pay an interest rate of 18 percent per
annum on all outstanding amounts owing to the lender until all amounts including
interest are paid in full. The interest began to accrue from the date of breach
and will extend up to the date all amounts owing are repaid in full by the
Company to the lender.





On May
5th,
2010 the Company’s received a loan for $10,000, payable on demand at 5% simple
interest per annum. The purpose of the loan was to fund operations for the
subsidiary companies.





During
the second quarter 2010, the Company received additional funding from a major
shareholder totalling approximately $26,500. The loan is a demand non-interest
bearing loan. The purpose of the loan was for operating expenses.





NOTE
7 – SUBSEQUENT EVENTS





In
accordance with SFAS 165 (ASC 855-10) Company management reviewed all material
events through the date of this report and there are no material subsequent
events to report.


11


REGENOCELL
THERAPEUTICS, INC.
 NOTES TO
CONDENSED CONSOLIDATION FINANCIAL STATEMENTS
 June 30,
2010 and December 31, 2009


NOTE
8 – RESTATEMENT OF FINANCIAL STATEMENTS





In
conjunction with the review of the Company’s financial statements for the six
months ended June 30, 2010, the Company discovered various material errors in
the previously filed financial statements for the three months ended March 31,
2010.   These misstatements are the result of the incorrect
booking of the note payable and related discount and additional paid-in capital
in connection with the Company’s acquisition of intangible assets during the
three months ended March 31, 2010.  These errors resulted in the
misclassification of notes payable and discount on notes payable by
approximately $1,129,122, and the understatement of additional paid-in capital
by approximately $1,121,122.  As part of this restatement the Company
has amortized all discounts on notes payable in accordance with the effective
interest method and booked the interest expense totaling approximately $128,625
related to that amortization.





For
comparative purposes, the table below presents the balance sheets, income
statements and statements of cash flows compared to the original
filing.





March
31, 2010





Restated
                
                
                Adjustment
                
                
                As FiledAssetsCurrent
      AssetsCash
                
                $
                22,692
                
                
                $
                -
                
                
                $
                22,692Other
      Receivable
                
                
                3,290
                
                
                
                -
                
                
                
                3,290Prepaid
      Expenses
                
                
                80,959
                
                
                
                -
                
                
                
                80,959Total
      Current Assets
                
                
                106,941
                
                
                
                -
                
                
                
                106,941Net
      Fixed Assets
                
                
                173,256
                
                
                
                -
                
                
                
                173,256Security
      Deposits
                
                
                137,072
                
                
                
                -
                
                
                
                137,072Net
      Intangible Licensing Costs
                
                
                5,004,000
                
                
                
                100,000
                
                
                
                4,904,000Total
      Assets
                
                $
                5,421,269
                
                
                $
                100,000
                
                
                $
                5,321,269Liabilities
      and Stockholders' EquityLiabilitiesCurrent
      LiabilitiesAccounts
      Payable
                
                $
                64,983
                
                
                $
                -
                
                
                $
                64,982Customer
      Deposits
                
                
                15,000
                
                
                
                -
                
                
                
                15,000Accrued
      Interest
                
                
                161,422
                
                
                
                -
                
                
                
                161,422Accrued
      Expenses
                
                
                662,397
                
                
                
                -
                
                
                
                662,397Notes
      Payable - current
                
                
                1,308,588
                
                
                
                75,000
                
                
                
                1,383,588Total
      Current Liabilities
                
                
                2,212,390
                
                
                
                75,000
                
                
                
                2,287,390Long
      Term DebtNote
      Payable
                
                
                3,925,108
                
                
                
                91,907
                
                
                
                3,833,201Total
      Other Liabilities
                
                
                3,925,108
                
                
                
                91,907
                
                
                
                3,833,201Other
      LiabilitiesUnamortized
      Discount Rate
                
                
                (1,129,122
                )
                
                
                (2,258,244
                )
                
                
                1,129,122Total
      Liabilities
                
                
                5,008,376
                
                
                
                46,052
                
                
                
                4,962,323Stockholders'
      EquityPreferred
      Stock
                
                
                -
                
                
                
                -
                
                
                
                -Common
      Stock
                
                
                8,143
                
                
                
                -
                
                
                
                8,143Additional
      Paid in Capital
                
                
                1,135,038
                
                
                
                1,129,122
                
                
                
                5,916Accumulated
      Deficit during the development stage
                
                
                (730,288
                )
                
                
                -
                
                
                
                (730,288
                )Total
      Stockholders' Equity
                
                
                412,893
                
                
                
                1,129,122
                
                
                
                (716,229
                )Total
      Liabilities and Stockholders' Equity
                
                $
                5,421,269
                
                
                $
                1,175,175
                
                
                $
                4,246,094




12


REGENOCELL
THERAPEUTICS, INC.
 NOTES TO
CONDENSED CONSOLIDATION FINANCIAL STATEMENTS
 June 30,
2010 and December 31, 2009
 
 For
the Three Months Ended March 31,
 
 Restated
                      
                      
                      Adjustment
                      
                      
                      As FiledRevenues
                      
                      $
                      291,865
                      
                      
                      $
                      -
                      
                      
                      $
                      291,865Cost
      of Sales
                      
                      
                      184,841
                      
                      
                      
                      -
                      
                      
                      
                      184,841Administrative
      Expenses
                      
                      
                      145,622
                      
                      
                      
                      -
                      
                      
                      
                      145,622Professional
      Fees
                      
                      
                      288,881
                      
                      
                      
                      -
                      
                      
                      
                      288,881Development
      Costs
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Occupancy
      Costs
                      
                      
                      39,979
                      
                      
                      
                      -
                      
                      
                      
                      39,979Total
      Operating Expenses
                      
                      
                      659,322
                      
                      
                      
                      -
                      
                      
                      
                      659,322Net
      (Loss) from operations
                      
                      
                      (367,457
                      )
                      
                      
                      -
                      
                      
                      
                      (367,457
                      )Net
      (Loss)
                      
                      $
                      (367,457
                      )
                      
                      $
                      -
                      
                      
                      $
                      (367,457
                      )Basic
      net loss per common share
                      
                      $
                      (0.01
                      )
                      
                      $
                      -
                      
                      
                      $
                      (0.01
                      )Weighted
      Average of Common Shares Outstanding
                      
                      
                      61,078,125
                      
                      
                      
                      -
                      
                      
                      
                      61,078,125
  13
  REGENOCELL
THERAPEUTICS, INC.
 NOTES TO
CONDENSED CONSOLIDATION FINANCIAL STATEMENTS
 June 30,
2010 and December 31, 2009
 
 For
the Three Months Ended March 31,
 
 Restated
                    
                    
                    Adjustment
                    
                    
                    As FiledCash
      Flows From Operating Activities:Cash
      collected from sales
                    
                    $
                    303,575
                    
                    
                    $
                    -
                    
                    
                    $
                    303,575Cash
      paid to suppliers
                    
                    
                    (139,063
                    )
                    
                    
                    -
                    
                    
                    
                    (139,063
                    )Net
      cash provided by (used in) operating activities
                    
                    
                    164,511
                    
                    
                    
                    -
                    
                    
                    
                    164,511Cash
      Flows From Investing Activities(Purchase)
      of equipment
                    
                    
                    (196,180
                    )
                    
                    
                    -
                    
                    
                    
                    (196,180
                    )Investment
      in production activites
                    
                    
                    (5,004,000
                    )
                    
                    
                    (100,000
                    )
                    
                    
                    (4,904,000
                    )Net
      cash used in investing activities
                    
                    
                    (5,200,180
                    )
                    
                    
                    (100,000
                    )
                    
                    
                    (5,100,180
                    )Cash
      Flows From Financing Activities:Proceeds
      from note payable
                    
                    
                    4,876,279
                    
                    
                    
                    1,154,122
                    
                    
                    
                    3,722,157Unamorized
      Discount
                    
                    
                    (1,129,122
                    )
                    
                    
                    (2,258,244
                    )
                    
                    
                    1,129,122Sale
      of common stock
                    
                    
                    1,134,124
                    
                    
                    
                    1,129,122
                    
                    
                    
                    5,002Net
      cash provided by (used in) financing activities
                    
                    
                    4,881,281
                    
                    
                    
                    25,000
                    
                    
                    
                    4,856,281Net
      Increase (Decrease) in Cash
                    
                    
                    (154,388
                    )
                    
                    
                    (75,000
                    )
                    
                    
                    (79,388
                    )Cash
      Beginning of Period
                    
                    
                    102,079
                    
                    
                    
                    -
                    
                    
                    
                    102,079Cash
      End of Period
                    
                    $
                    (52,309
                    )
                    
                    $
                    (75,000
                    )
                    
                    $
                    22,691Reconciliation
      of Income in Net Assets to Net CashProvided
      by Operating Activities:Net
      Loss from Development Stage Activities
                    
                    $
                    (367,457
                    )
                    
                    $
                    -
                    
                    
                    $
                    (367,457
                    )Non
      cash activities:Depreciation
                    
                    
                    25,817
                    
                    
                    
                    -
                    
                    
                    
                    25,817Accrual
      of Interest Expense
                    
                    
                    50,826
                    
                    
                    
                    -
                    
                    
                    
                    50,826(Increase)
      in Other Receivables
                    
                    
                    (3,290
                    )
                    
                    
                    -
                    
                    
                    
                    (3,290
                    )(Increase)
      in Prepaid Expenses
                    
                    
                    (80,959
                    )
                    
                    
                    -
                    
                    
                    
                    (80,959
                    )(Increase)
      in Security Deposits
                    
                    
                    (137,072
                    )
                    
                    
                    -
                    
                    
                    
                    (137,072
                    )(Decrease)
      in Accrued Expenses
                    
                    
                    661,647
                    
                    
                    
                    -
                    
                    
                    
                    661,647Increase
      in Customer Deposits
                    
                    
                    15,000
                    
                    
                    
                    -
                    
                    
                    
                    15,000Net
      cash provided by (used in) operating activites
                    
                    $
                    164,512
                    
                    
                    $
                    -
                    
                    
                    $
                    164,512
  14




ITEM
2. Management’s
Discussion and Analysis or Plan of Operations





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 520,000,000 shares of Common Stock and 80,000,000
shares of Preferred Stock, 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.





In 2009
the parties to the Letter of Intent reached an impasse and the license was not
acquired.





In early
January 2010 the Company created a wholly owned foreign subsidiary in Israel for
the purpose of developing and operating the laboratory facilities associated
with its products. The name of the subsidiary is Regenocell Laboratories
Ltd.





On
January 7th 2010,
the Companies foreign subsidiary Regenocell Laboratories Ltd. consummated an
asset purchase agreement with TheraVitae Limited. Under the terms of the
agreement the Company will acquire certain assets of TheraVitae Limited,
approximate net book value of $346,000, in exchange for assuming certain
liabilities of approximately $334,000 and $75,000 in cash (all currency is in US
dollars).


15


In early
January 2010 the Company signed an Assignment of Rights agreement with Yieldex
LTD a Hong Kong corporation.  Under the agreement the Company purchased the
right to use outside of Asia the patents and patent applications related to
Yieldex LTD’s stem cell research, therapy development and clinical trials. In
addition the Company obtained the rights to all the clinical trial results,
endorsements, files and other pertinent information.  Under the terms of
the agreement the Company will pay Yieldex LTD $5,000,000 (US) in cash over a
period of 5 years. In addition the Company will also irrevocably issue
40,000,000 shares of Common stock to Yieldex LTD.





Critical
Accounting Policies





Our
financial statements are impacted by the accounting policies used and the
estimates and assumptions made by management during their preparation.  A
complete summary of these policies is included in Note 3 of the notes to our
consolidated financial statements.  We have identified below the accounting
policies that are of particular importance in the presentation of our financial
position, results of operations and cash flows and which require the application
of significant judgment by management.





Use
of Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.





Provision
for Taxes





The
Company applies ASC 740, which requires the asset and liability method of
accounting for income taxes.  This method requires that the current or
deferred tax consequences of all events recognized in the financial statements
be measured by applying the provisions of enacted tax laws to determine the
amount of taxes payable or refundable currently or in future years. 
Deferred tax assets are reviewed for recoverability and the Company records a
valuation to reduce its deferred tax assets when it is more likely than not that
all or some portion of the deferred tax assets will not be
recovered.





Foreign
Currency Translation





Assets
and liabilities of consolidated subsidiaries whose functional currency is not
the U.S. dollar are translated into U.S. dollars, the functional currency of the
Company, using the exchange rate in effect at each period end.  Revenues
and expenses are translated at the weighted average exchange rate during the
period.  The effects of the foreign currency translation adjustment arising
from differences in exchange rate from period to period are deferred and
accumulated in other comprehensive loss for subsidiaries whose functional
currency is their local currency.  Currency transaction gain or losses,
derived on monetary assets and liabilities stated in a currency other than the
functional currency, are recognized in current operations and have not been
significant to the Company’s operating results in any period.





Off
Balance Sheet Arrangements





The
Company is not a party to any off-balance sheet arrangements.


16


Description
of Property





The
Company does not own any real property or any interest in real property and does
not invest in real property or have any policies with respect thereto as a part
of its operations or otherwise.





The
principal business address of the Company is 2 Briar Lane, Natick, Massachusetts
01760, which is space owned by the President and Chief Executive Officer of the
Company. Rent has not been charged for the office space and it is not expected
that rent will be charged in the near-term.





Regenocell
Laboratories, Ltd. has assumed a lease with Africa-Israel for its manufacturing
operations in Israel.  Lease payments converted to dollars are $10,400 plus
VAT totaling $12,050 per month.  The lease runs through August 31, 2011
with a two year option to renew.  There is $135,000 in a restricted account
used by Bank Hapoalim to guarantee payment of the lease.  These funds are
to be transferred and accordingly the bank guarantee transferred from TheraVitae
Limited to Regenocell Laboratories, Ltd.





Management’s
Discussion and Analysis and Plan of Operations





The new
mission of the Company is to bring stem cell therapy treatments to the market as
quickly as possible.  The Company manufacturers a product utilizing adult
stem cells for the treatment of congestive heart failure and other indications.
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.  The manufacturing operations for this process
are located in Israel.





Currently
congestive heart failure patients cleared for treatment have one-half pint of
blood drawn which is sent to the 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 several locations 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 (500) congestive
heart failure patients with no other options have shown similar results to a
clinical trial of 24 patients.  In that trial, statistically significant
improvements between baseline and the three month and six month follow-up were
achieved for:





·
            Improvement
      in the six minutes walking test.





·
            Increase
      in metabolic equivalent units (METs) during the stress
    test.





·
            Decrease
      in the perfusion defect region of the target
  artery.





·
            Decrease
      in the Canadian Cardiovascular Society (CCS) Grading
  Scale.





On
January 7, 2010 the Company entered into two agreements.  Closing occurred
on February 4, 2010.


17





The first
agreement is between TheraVitae Limited, the Israeli corporation manufacturing
the stem cell therapy product, and a newly formed Israeli corporation which is a
wholly owned subsidiary of the Company, Regenocell Laboratories, Ltd. 
Pursuant to the terms of the agreement, certain assets were acquired and certain
liabilities assumed.  These assets include all the manufacturing and office
equipment and the transfer of the lease.  At signing the Company paid
$75,000 toward the reduction of the assumed liabilities.  All the employees
were terminated then offered and accepted employment with Regenocell
Laboratories, Ltd.





The
second agreement is between Yieldex, Ltd. and the Registrant for the acquisition
of certain rights.  This includes clinical data, the non exclusive use of
the CRM System which manages clinical data and input necessary to schedule a
patient for stem cell production, and all rights in patent and patent
applications, if any, in connection with activities of stem cell research,
therapy development and clinical trials under the trade name ”TheraVitae” for
the world except for Asia.  Israel is excluded by definition from being
part of Asia.  The cash price is $5,000,000 (five million United States
dollars), of which $75,000 was paid to TheraVitae Limited and $25,000 to Yieldex
on January 7.  The balance is due in monthly installments on or before
January 4, 2015.  Minimum installments are $5,000 per patient processed in
Israel after the first eight patients during the preceding month.  In
addition 25% of any equity raised by the Company will be applied to the
outstanding balance.





In
addition 40,000,000 (forty million) shares of the Company’s common stock, par
value $.0001, was issued to Yieldex Ltd and its nominees.  The 40,000,000
shares are restricted and subject to a two year Lock-Up period beginning January
4, 2010.  These shares are also subject to a voting agreement.  During
the Lock-Up period and for any subsequent period until the shares are sold to
the public in the open market,  the Board of Directors will be expanded to
five members and the shareholders whose shares are locked up will vote for a
maximum of two directors.  The Company’s affiliated shareholders who are
not parties to the Lock-Up agreement will vote their shares for the same two
directors until the aggregate number of Yieldex shares are 15,000,000 (fifteen
million) or less. The Yieldex shareholders agree to vote the Yieldex shares for
a maximum of three directors designated by James F. Mongiardo.  While this
voting rights agreement is in effect, unanimous approval of all the directors
then in office or approval of holders of at least a majority of the shares will
be required for: (i) any proposal to increase capital in a way that would result
in dilution of existing shareholders’ percentages by ten percent (10%) or more;
(ii) any proposal to merge, consolidate or amalgamate with any other corporate
entity; (iii) any proposal to sell all or a material part of the assets; and,
(iv) any proposal to amend the bylaws.





As a
result of the actions described above, on February 4, 2010 the Company’s primary
asset is Regenocell Laboratories Ltd. which is manufacturing and selling stem
cell therapy product used to treat congestive heart failure and peripheral
artery disease.  Purchases are being made to treat patients for these
indications in Bangkok, Thailand and the Dominican Republic.  It is
anticipated that purchases will also be made to treat patients in other
countries.





The
Company has not generated any revenues from operations or otherwise since its
inception through the formation of Regenocell Laboratories, Ltd.  The
Company intended to generate revenue through the development of cafes in South
Carolina and then in other states in the South East, featuring gourmet coffee,
pastries and related items. Through December 31, 2007, the Company had not been
successful in raising capital for the development, marketing or sale of either
these cafes or any products. The Company then adopted a new stem cell therapy
business strategy on July 16, 2008.  The asset acquisition completed in
January 2010 resulted in revenues being generated through the sale of stem cell
treatment product manufactured by Regenocell Laboratories, Ltd.


18





In order
to implement the new strategy of the Company, the Company will need to raise
capital during the next 12 months:  cash on hand was $54,064 as of June 30,
2010 which amount is inadequate to fund the company’s current projected capital
requirements.  Net comprehensive loss for the Company for the period ended
June 30, 2010 was equal to $498,718.  The Company has funded operations to
date in part through the sale of equity securities and loans, although such
efforts have been insufficient to effectively pursue its business
strategy.





With
respect to Regenocell Laboratories, Ltd., processing eight patients during a
month will result in revenues exceeding $130,000.  The combination of the
existing business being serviced by the manufacturing operations and the
addition of patients to be treated in other locations is expected to keep
patient flow for the manufacturing facility at or above the breakeven of eight
patients.  Capacity at the current configuration of the manufacturing
facility is more than double the breakeven.  There can be no assurance of
any patient flow for any given month.





Our
capital requirements will depend on numerous factors, including but not limited
to the commitments and progress of our research and development efforts, the
progress of clinical trials, the cost of sales and marketing for the congestive
heart failure stem cell therapy business and other products, medical and
business consultants and advisors, the time and cost involved in maintaining
regulatory compliance, and competing technological and market
developments.  Future activities, including the establishment of stem cell
therapy for the treatment of peripheral artery disease in the medical
marketplace, will be subject to our ability to raise funds.





We intend
to raise capital primarily through the public or private sale of securities
(equity and/or debt), although there can be no assurance that we will be able to
obtain capital or, if such capital is available, that the terms of any financing
will be acceptable.  If the Company succeeds in raising capital, such funds
will be used to facilitate the manufacturing operations of Regenocell
Laboratories Ltd., to find new customers for Regenocell Laboratories Ltd. With
respect to peripheral artery disease, capital will be used for completing the
research and development to submit an IND (and its equivalent in Europe) for
authorization to begin clinical trials in the United States and Europe. This may
include payment for additional animal trials. Payment for clinical trials
includes retaining the services of a clinical research organization, payment to
the clinical research site(s) for patients enrolled in the clinical trials,
payment for the stem cell therapy used in these clinical trials, payment for
costs associated with Institution Review Board Approval, and preparation of
reports to the Food and Drug Administration (“FDA”) and European Medicines
Agency (“EMEA”), requests to continue later phase clinical trials and submission
of a BLA to the FDA and its equivalent to the EMEA requesting marketing approval
for the treatment of peripheral artery disease.





The
Company also does not expect to purchase any plant or significant equipment over
the next 12 months.  Regenocell Laboratories, Ltd. may purchase between
$100,000-$300,000 in new equipment for its manufacturing
operations.





If we are
unsuccessful at raising sufficient capital to fund our operations, for whatever
reason, we may be forced to seek opportunities outside of our new corporate
focus or to seek a buyer for our business or another entity with which we could
partner.  Ultimately, if all of these alternatives fail, we may be required
to cease operations and seek protection from creditors under applicable
bankruptcy laws.


19





ITEM
3. Controls and
Procedures





Evaluation
of disclosure controls and procedures





In
connection with the preparation of this Quarterly Report on Form 10-Q, an
evaluation was carried out by our management, with the participation of the
Chief Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 (Exchange Act)) as of March 31,
2010.  Disclosure controls and procedures are designed to ensure that
information required to be disclosed in reports filed or submitted under the
Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the SEC rules and forms and that such information is
accumulated and communicated to management, including the Chief Executive
Officer and the Chief Financial Officer, to allow timely decisions regarding the
required disclosures.  Based on its evaluation, our management concluded,
as of the end of the period covered by this report, that our disclosure controls
and procedures were effective.





There has
been no change in our internal control over financial reporting (as defined in
Rule 13 a-15(f) under the Exchange Act) during the quarter ended June 30, 2010
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.





PART
II – OTHER INFORMATION





Item
1.  Legal Proceedings





On
February 10, 2010, Kwalata Trading Limited, a wholly owned subsidiary of
TheraVitae, Inc., a Canadian corporation, obtained an ex parte order from the
District Court for the Central Region of Israel to seize the intellectual
property alleged owned by Kwalata which is in the possession of either
Theravitae, Ltd. or Regenocell Laboratories Ltd., the wholly owned Israeli
subsidiary corporation of the Company. The Court appointed trustee took files
and computers including computers dedicated solely to equipment from 
Regenocell Laboratories facilities at 7, Pinchas St., Ness Ziona in what the
Company considered to be an unlawful attempt to close the
facilities.





Prior to
a scheduled hearing, a settlement agreement was reached which then became the
resolution of the case by the District Court for the Central Region of
Israel.  All equipment and files taken are to be returned subject to
copying by the applicants at their expense.  Excluded from copying are
attorney-client privileged documents, business documents and private
documents.  Regenocell Laboratories and the Company agree not to disclose
the alleged intellectual property to third parties except in the ordinary course
of business, for government filings and when a non disclosure agreement is
obtained. This order remains in effect until a subsequent order by the Court or
the resolution of an arbitration begun in Canada by Kwalata against TheraVitae,
Ltd.





Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds





Not
applicable.





Item
3.  Defaults Upon Senior Securities





Not
applicable.


20





Item
4.  Submission of Matters to a Vote of Security Holders





On
January 4, 2010 through written consent in lieu of a special meeting of the
stockholders of RegenoCELL Therapeutics, Inc., stockholders representing at
least of majority of the outstanding stock of the Company agreed to purchase
certain assets which will give the Company control over the manufacture of the
stem cell product which will be used to treat patients in Mexico as well as
supply that products for patients being treated by other corporations in
Bangkok, the Dominican Republic and other locations, and the Company having
arranged for the funding needed to execute the agreements which will give it
control over the manufacture of the stem cell product thereupon approved,
adopted, ratified and confirmed the following actions taken by the Board of
Directors: (1)  Effective January 4, 2010, or as soon as practicable
thereafter, create a wholly owned subsidiary incorporated under the laws of the
state of Israel with the corporate name “Regenocell Laboratories, Ltd.” 
The sole shareholder of Regenocell Laboratories, Ltd. shall be the Corporation;
and upon creation of Regenocell Laboratories, Ltd., authorize James F. Mongiardo
to serve as its sole director; and upon the appointment of James F. Mongiardo as
the sole director of Regenocell Laboratories, Ltd., authorize the opening of
corporate accounts for Regenocell Laboratories, Ltd. with Bank Hapoalim or
another local bank in Israel with employees of Regenocell Laboratories, Ltd.
being authorized as signatories on said accounts; (2) approve an Asset Purchase
Agreement between Regenocell Laboratories, Ltd. and TheraVitae Ltd., a company
incorporated under the laws of the state of Israel; (3) approve an Assignment of
Rights between Yieldex, Ltd., a company incorporated under the laws of Hong
Kong; (4) pursuant to the terms of the Yieldex agreement, issue forty million
(40,000,000) restricted common shares, par value $.0001. Said shares shall be
initially issued in the name of “Yieldex, Ltd.”, held in escrow by the
Corporation and voted in accordance with recommendations by the Corporation’s
Board until agreed upon Share Lock-Up and Corporate Governance documents are
executed by each entity or person to receive these shares. When presented with
such documents setting forth the entire re-allocation of these shares, the
Corporation shall instruct Florida Atlantic Stock Transfer to cancel the
Yieldex, Ltd. stock certificate and re-issue the same number shares in
accordance with the instructions and documentation received; (5) approve a Loan
Agreement between Mr. Christian Frampton and the Corporation for one hundred
sixty thousand United States dollars ($160,000); and (6) in return for the
personal guarantee of the President of the Corporation James F. Mongiardo to
guarantee the repayment of the capital but not the fee of the loan, grant James
F. Mongiardo a first lien on all assets of the Corporation including its wholly
owned subsidiaries until said capital has been repaid by the
Corporation.





Item
5.  Other Information





On June
22, 2010, a Registration Statement on From S-1 was filed to register shares
which the Company believed were already free trading and 5,450,000 restricted
shares issued on or after July 16, 2008.  This was done at the request of
FINRA who indicated that the effectiveness of such a Registration Statement was
necessary before FINRA would approve trading on the OTC Bulletin Board. 
The SEC decided not to review the Registration Statement.  The S-1 became
effective July 6, 2010.  The new market maker then submitted a Form 211 to
FINRA on July 13, 2010 seeking approval for the Company’s shares to trade on the
OTC Bulletin Board.  FINRA on July 21 made additional
comments.  A proposal was then made by the Company to the new market
maker on a response which the market maker accepted.  Certain
shareholders located in Florida agreed to open accounts with the new market
maker.  These shareholders and certain others also agreed to a
Lock-up/Leak out agreement for one year.  The Lock-up/Leak-out
agreements have all been executed.  Upon completion of the opening of
the agreed upon new accounts, the new market maker will respond to the July 21
FINRA comment letter.  There can be no assurance that FINRA will
approval this application to trade.


21





Item
6.  Exhibits and Reports on Form 8-K.





a)  Exhibits





The
following are exhibits included with this Quarterly Report on Form
10-Q:





31.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to
Rule 13a-14    or 15d-14 of the Securities Exchange Act of
1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of
2002.





32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to
18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.





b)  Reports
on Form 8-K





The
Company filed a Current Report on Form 8-K on March 22, 2010 which was then
amended on March 31, 2010 in connection with a change in certifying accountants
from Lieberman, Sharma & Associates, PA to Sadler, Gibb &
Associates.





The
Company filed a Current Report on Form 8-K on April 9, 2010 in connection with
the actions taken by the Board of Directors with the approval of at least a
majority of the outstanding stock of the Company to acquire certain assets and
assume certain liabilities in Israel through its wholly owned subsidiary
Regenocell Laboratories, Ltd. from Thera Vitae, Ltd. and to enter into an
assignment of rights agreement with Yieldex, Ltd.





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.





Dated:  August
24, 2010





By:
                /s/ James F. MongiardoJames
      F. MongiardoPrincipal
      Executive Officer,President,
      Principal Financial Officer,Principal
      Accounting Officer, andDirector


22