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, 2009
   ̈  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. 131,437,500
shares of common stock outstanding as of August 10, 2009.
   
 REGENOCELL
THERAPEUTICS, INC.
 
 Quarterly
Report on Form 10-Q
 For
the Quarterly Period Ended June 30, 2009
 
 FORWARD-LOOKING
STATEMENTS
 
 This Form
10-Q for the quarterly period ended June 30, 2009 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, 2008 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.
  2
 
 INDEX
 
 Part
      I— FINANCIAL INFORMATIONItem
      1. Interim Financial Statements and Notes – Quarter Ended June 30,
      2009
                4Item
      2. Management’s Discussion and Analysis or Plan of
    Operations
                13Item
      3. Controls and Procedures
                18Part
      II— OTHER INFORMATIONItem
      1. Legal Proceedings
                18Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                18Item
      3. Defaults upon Senior Securities
                18Item
      4. Submission of Matters to a Vote of Security Holders
                18Item
      5. Other Information
                18Item
      6. Exhibits and Reports on Form 8-K
                18Signatures
                19
  3
 
 RegenoCELL
Therapeutics, Inc.
 (A
Development Stage Corporation)
 
 PART
I - FINANCIAL INFORMATION
  Item
1 – Interim Financial Statements and Notes – Quarter Ended June 30,
2009
 
 Contents
 
 Page No.Balance
      Sheets at June 30, 2009 (unaudited) and December 31, 2008
      (audited)
                5Interim
      Statement of Operations for the Six Months ended June 30, 2009 and 2008
      and for the period from February 2, 2002 (inception) to  June
      30, 2009 (unaudited)
                6Interim
      Statement of Stockholders’ Equity (Deficit) For the period from February
      1, 2002 (inception) to  June 30, 2009
(unaudited)
                7Interim
      Statement of Cash Flow for the Six Months ended June 30, 2009 and 2008 and
      for the period from February 1, 2002 (inception) to June 30, 2009
      (unaudited)
                8Notes
      to Interim Financial Statements
                9
  4
  RegenoCell
Theraputics Inc.
 (A
Development Stage Corporation)
 Balance
Sheet
 As
of
 June 30, 2009
                                  
                                  
                                  December 31,(unaudited)
                                  
                                  
                                  2008AssetsCurrent
      AssetsCash
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  —Other
      Receivable
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Total
      Current Assets
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Net
      Fixed Assets
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Net
      Intangible Development Costs
                                  
                                  
                                  9,000
                                  
                                  
                                  
                                  9,000Total
      Assets
                                  
                                  $
                                  9,000
                                  
                                  
                                  $
                                  9,000Liabilities
      and Stockholders' EquityLiabilitiesCurrent
      LiabilitiesAccounts
      Payable
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  —Accrued
      Interest
                                  
                                  
                                  5,952
                                  
                                  
                                  
                                  3,460Accrued
      Expenses
                                  
                                  
                                  1,250
                                  
                                  
                                  
                                  3,000Total
      Current Liabilities
                                  
                                  
                                  7,202
                                  
                                  
                                  
                                  6,460Note
      Payable
                                  
                                  
                                  134,396
                                  
                                  
                                  
                                  118,653Total
      Liabilities
                                  
                                  
                                  141,597
                                  
                                  
                                  
                                  125,113Stockholders'
      EquityPreferred
      Stock $.0001 par value, 80,000,000 shares authorized, no shares issued and
      outstanding as of June 30, 2009 and December 31, 2008
      respectively
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Common
      Stock, $.0001 par value, 520,000,000 shares authorized, 131,437,500 shares
      issued and outstanding as of June 30, 2008 and December 31, 2008
      respectively
                                  
                                  
                                  13,144
                                  
                                  
                                  
                                  13,144Additional
      Paid in Capital
                                  
                                  
                                  4,913
                                  
                                  
                                  
                                  4,913Accumulated
      Deficit during the development stage
                                  
                                  
                                  (150,653
                                  )
                                  
                                  
                                  (134,170
                                  )Total
      Stockholders' Equity
                                  
                                  
                                  (132,596
                                  )
                                  
                                  
                                  (116,113
                                  )Total
      Liabilities and Stockholders' Equity
                                  
                                  $
                                  9,000
                                  
                                  
                                  $
                                  9,000
 
 The
accompanying notes are an integral part of these financial
statements
  5
  RegenoCell
Theraputics Inc.
 (A
Development Stage Corporation)
 Income
Statement
 For
the Three Months Ended June 30,
 
 February 1,2002 (Inception)Through2009
                    
                    
                    2008
                    
                    
                    June 30, 2009(Unaudited)
                    
                    
                    (Unaudited)
                    
                    
                    (Unaudited)Revenues
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    —Administrative
      Expenses
                    
                    
                    16,485
                    
                    
                    
                    6,439
                    
                    
                    
                    150,653Net
      (Loss) from development stage operations
                    
                    
                    (16,485
                    )
                    
                    
                    (6,439
                    )
                    
                    
                    (150,653
                    )Loss
      on abandonment of assets
                    
                    
                    —
                    
                    
                    
                    (1,875
                    )
                    
                    
                    (1,875
                    )Net
      (Loss)
                    
                    $
                    (16,485
                    )
                    
                    $
                    (8,314
                    )
                    
                    $
                    (152,528
                    )Basic
      net loss per common share
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )Weighted
      Average of Common Shares Outstanding
                    
                    
                    96,187,500
                    
                    
                    
                    70,312,500
                    
                    
                    
                    96,187,500
 
 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, 2009
 Unaudited
 
 Shares
                              
                              
                              Par
      Value
                                $.0001
                              
                              
                              Paid
      in
                                Capital
                              
                              
                              Retained
                                Earnings
                              
                              
                              TotalFebruary
      1, 2002 - Restricted common shares issued to President of Company for
      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 restricted shares 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
                              )
                              
                              
                              4,331December
      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 expense reversal
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              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 shares issued resulting from a 3 for 1 common stock
      split
                              
                              
                              7,031,250
                              
                              
                              
                              703
                              
                              
                              
                              (703
                              )
                              
                              
                              —
                              
                              
                              
                              —June
      13, 2008 - additional shares issued resulting from a 10 for 1 common stock
      split
                              
                              
                              70,312,500
                              
                              
                              
                              7,031
                              
                              
                              
                              (2,450
                              )
                              
                              
                              (4,581
                              )
                              
                              
                              —July
      7, 2008 - Restricted common stock issued in lieu of employee
      compensation
                              
                              
                              15,000,000
                              
                              
                              
                              1,500
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              1,500July
      7, 2008 - Restricted common stock issued for contracted
      services
                              
                              
                              5,250,000
                              
                              
                              
                              525
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              525July
      22, 2008 - Issuance of restricted common stock to Thera Vitae, Inc. per
      the terms of the letter of intent dated July 22, 2008
                              
                              
                              90,000,000
                              
                              
                              
                              9,000
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              9,000July
      23, 2008 - Cancellation of common stock
                              
                              
                              (58,500,000
                              )
                              
                              
                              (5,850
                              )
                              
                              
                              5,850
                              
                              
                              
                              
                              
                              
                              
                              —December
      31, 2008 - Net (Loss)
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (48,532
                              )
                              
                              
                              (48,532
                              )December
      31, 2008 - Balance
                              
                              
                              131,437,500
                              
                              
                              
                              13,143
                              
                              
                              
                              4,913
                              
                              
                              
                              (134,168
                              )
                              
                              
                              (116,112
                              )June
      30, 2009 - Net (Loss)
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (16,485
                              )
                              
                              
                              (16,485
                              )




7




RegenoCell
Theraputics Inc.


(A
Development Stage Corporation)


Cash
Flow Statement


For
the Three Months Ended June 30,


Unaudited





February
      1, 2002(date of inception)2009
                          
                          
                          2008
                          
                          
                          through
      June(Unaudited)
                          
                          
                          (Unaudited)
                          
                          
                          30,
      2009Cash
      Flows From Operating Activities:Cash
      paid to suppliers
                          
                          $
                          (15,742
                          )
                          
                          $
                          (18,029
                          )
                          
                          $
                          (132,204
                          )Net
      cash provided by (used in) operating activities
                          
                          
                          (15,742
                          )
                          
                          
                          (18,029
                          )
                          
                          
                          (132,204
                          )Cash
      Flows From Investing Activities(Purchase)
      of equipment
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          (4,600
                          )Investment
      in production activites
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          (9,000
                          )Net
      cash used in investing activities
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          (13,600
                          )Cash
      Flows From Financing Activities:Proceeds
      from note payable
                          
                          
                          15,743
                          
                          
                          
                          48,141
                          
                          
                          
                          171,119Repayment
      of notes payable
                          
                          
                          —
                          
                          
                          
                          (25,593
                          )
                          
                          
                          (27,765
                          )Sale
      of common stock
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          11,200Repurchase
      of common stock
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          (8,750
                          )Net
      cash provided by (used in) financing activities
                          
                          
                          15,742
                          
                          
                          
                          22,548
                          
                          
                          
                          145,804Net
      Increase (Decrease) in Cash
                          
                          
                          0
                          
                          
                          
                          4,519
                          
                          
                          
                          —Cash
      Beginning of Period
                          
                          
                          —
                          
                          
                          
                          (390
                          )
                          
                          
                          —Cash
      End of Period
                          
                          $
                          0
                          
                          
                          $
                          4,129
                          
                          
                          $
                          —Reconciliation
      of Income in Net Assets to Net Cash Provided by Operating
      Activities:Net
      Loss from Development Stage Activities
                          
                          $
                          (16,485
                          )
                          
                          $
                          (8,314
                          )
                          
                          $
                          (156,270
                          )Non
      cash activities:Depreciation
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          2,725Accrual
      of Interest Expense
                          
                          
                          2,493
                          
                          
                          
                          
                          
                          
                          
                          3,731Abandonment
      of Assets
                          
                          
                          —
                          
                          
                          
                          1,875
                          
                          
                          
                          1,875Write
      off uncollected other receivable
                          
                          
                          
                          
                          
                          
                          250
                          
                          
                          
                          —Stock
      issued in lieu of compensation
                          
                          
                          
                          
                          
                          
                          —
                          
                          
                          
                          11,025Reconciliation
      Adjustments
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          —(Decrease)
      in Accounts Payable
                          
                          
                          —
                          
                          
                          
                          (2,200
                          )
                          
                          
                          —(Decrease)
      in Accrued Expenses
                          
                          
                          (1,750
                          )
                          
                          
                          (2,000
                          )
                          
                          
                          (3,430
                          )(Decrease)
      in Accrued Interest
                          
                          
                          
                          
                          
                          
                          (7,640
                          )
                          
                          
                          8,140Net
      cash provided by (used in) operating activites
                          
                          $
                          (15,742
                          )
                          
                          $
                          (18,029
                          )
                          
                          $
                          (132,204
                          )





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 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. On July 7, 2008, the
Company amended its Articles of Incorporation changing the name of the
corporation to RegenoCELL Therapeutics, Inc.  In
addition  the Company approved an 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.





At the
current time the Company is still in the development stage and as such reports
its financial statements as a Development Stage Enterprise. All costs associated
with the development of the Company’s market are expenses as per SPO
98-5.





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.


9


Intangible
Assets





The
Company has acquired a non-exclusive license to market the TheraVitae, Inc.’s
stem cell technology in Mexico and the Caribbean. The cost of the license is
recorded as intangible assets and will be amortized at the time when the company
begins recognizing revenue over the life of the agreement.





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.





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.





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.





June 30,
                        
                        
                        December
      31,
                        
                        Estimated2009
                        
                        
                        2008
                        
                        Useful LifeRestaurant
      Equipment
                        
                        $
                        -0-
                        
                        
                        $
                        0
                        
                        5 yearsEquipment
                        
                        
                        -0-
                        
                        
                        
                        0
                        
                        5
      yearsComputers
                        
                        
                        -0-
                        
                        
                        
                        0
                        
                        5
      years-0-
                        
                        
                        
                        0Less:
      Accumulated Depreciation
                        
                        
                        -0-
                        
                        
                        
                        0Net
      Fixed Assets
                        
                        $
                        -0-
                        
                        
                        $
                        0




10


Note 4 -
Notes Payable





The
Company has issued various unsecured demand promissory notes to the majority
shareholder and other unrelated individuals as of June 30, 2009.  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 of
June 30, is as follows:





Principle
                      
                      
                      Principal2009
                      
                      
                      2008February
      5, 2005 - Demand Note
                      
                      
                      47,824
                      
                      
                      
                      47,824
                      
                      5% per
                        annumJune
      26, 2008 – Convertible Demand Note 5% per annum, convertible to common
      stock at $1.00 per share
                      
                      
                      39,164
                      
                      
                      
                      39,164September
      30, 2008 – Demand Notes, 0% per Annum.
                      
                      
                      12,408
                      
                      
                      
                      12,408October
      1, 2008 – Demand Notes, 5% per Annum.
                      
                      
                      10,000
                      
                      
                      
                      10,000December
      31, 2008 – Demand Notes, 0% per Annum.
                      
                      
                      9,257
                      
                      
                      
                      9,257March
      31, 2009 – Demand Notes, 0% per
                      
                      
                      8,960
                      
                      
                      
                      —June
      30, 2009-Demand Notes, 0% per
                      
                      6,782
                      
                      
                      
                      —Total
      Debt
                      
                      
                      134,396
                      
                      
                      
                      118,653Less
      Current Portion
                      
                      —
                      
                      
                      
                      —Long
      Term Debt
                      
                      $
                      134,396
                      
                      
                      $
                      127,613Interest
      expense for the six months ending June 30,
                      
                      $
                      2,493
                      
                      
                      $
                      1,750





Note 5 -
Income Taxes





The
reconciliation of the statutory Federal income tax rate to the effective tax
rate are as follows for the period ended:





June
      30, 2009
                      
                      
                      December
      31, 2008Amount
                      
                      
                      Rate
                      
                      
                      Amount
                      
                      
                      RateIncome
      Taxes at Statutory Rate
                      
                      $
                      (22,598
                      )
                      
                      
                      -15.0
                      %
                      
                      $
                      (20,126
                      )
                      
                      
                      -15.0
                      %Increase
      (Decrease) in taxesValuation
      Allowance
                      
                      
                      22,598
                      
                      
                      
                      15.0
                      %
                      
                      $
                      20,126
                      
                      
                      
                      15.0
                      %$
                      —
                      
                      
                      
                      0.0
                      %
                      
                      $
                      —
                      
                      
                      
                      0.0
                      %





11


The major
components of deferred tax assets are as follows:





December
      31,June 30, 2009
                      
                      
                      2008Deferred
      tax assets:Net
      operating loss carryforward
                      
                      $
                      (150,653
                      )
                      
                      $
                      (134,170
                      )Valuation
      allowance
                      
                      
                      150,653
                      
                      
                      
                      134,170Net
      deferred tax assets
                      
                      $
                      —
                      
                      
                      $
                      —





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.





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





On July
7, 2008, the Company Amended its Articles of Incorporation and increased the
number of authorized common stock to 520,000,000 shares at a par value of $.0001
per share. The Company also issued 250,000 restricted common shares to Douglas
T. Rice in lieu of payment for business consulting services, 5,000,000
restricted common shares to Domenic Mazza for marketing consultation services
and 15,000,000 restricted common shares to James F. Mongiardo CEO of the Company
as employee compensation.





On July
22, 2008, in accordance with a Letter of Intent between TheraVitae, Inc and the
Company to secure licensing rights from Thera Vitae, Inc., the Board of
Directors placed 90,000,000 restricted common shares at par value of $0.0001.in
escrow. These shares will be released  upon completion and execution
of the agreements incorporating the terms of the Letter of Intent. 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.





On July
23, 2008, the Board authorized the cancellation from certain shareholders of
49,125,000 restricted common shares, par value $0.0001.  Said shares
were returned to the transfer agent for cancellation.





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 complete a private placement 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.


12


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.





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
2 of the notes to our historical 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
accompanying financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America and include
certain estimates and assumptions which affect the reported amounts of assets
and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting
period.  Accordingly, actual results may differ from these
estimates.


13


Income
Taxes





The
Company follows the provisions of Statement of Financial Accounting Standards
No. 109, “Accounting for Income Taxes” (“SFAS No. 109”), under which deferred
tax assets and liabilities are determined based on differences between financial
reporting and tax basis of assets and liabilities.  Deferred tax
assets and liabilities are measured using the enacted tax rates and laws that
are expected to be in effect when the differences are expected to
reverse.  The provisions of SFAS No. 109 also require the recognition
of future tax benefits such as net operating loss carry-forwards, to the extent
that the realization of such benefits is more likely than not.  To the
extent that it is more likely than not that such benefit will not be received,
the Company records a valuation allowance against the related deferred tax
asset.





Research
and Development Costs





Research
and development costs are expensed as incurred.  The cost of
intellectual property purchased from others that is immediately marketable or
that has an alternative future use is capitalized and amortized as intangible
assets.  Capitalized costs are amortized using the straight-line
method over the estimated economic life of the related asset.  The
Company periodically reviews its capitalized intangible assets to assess
recoverability based on the projected undiscounted cash flows from operations,
and impairments are recognized in operating results when a permanent diminution
in value occurs.





Off
Balance Sheet Arrangements





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





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 part of
its operations or otherwise.





Our
principal office facility is presently located in space owned by our sole
officer.  Rent has not been charged for the office space, and it is
not expected that rent will be charged in the near-term.





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 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.


14


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 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, meaning it had
      improved.





·
            Decrease
      in the Canadian Cardiovascular Society (CCS) Grading Scale, meaning the
      patient has improved.





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.





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.


15


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.





Through
the June 30, 2009, the Company had reached agreement with Christus Muguerza
Hospital in Monterrey, Mexico to be the site where the stem cell therapy is
administered in Mexico. In order to treat patients in Mexico, it is necessary to
obtain approval from COFEPRIS (Mexican FDA) to conduct a clinical
trial.  A protocol was written and approved by the Research and
Bioethics Committee of Christus Muguerza Hospital.  It together with
other required documents were submitted to COFEPRIS on March 31,
2009.  On June 1, 2009, COFEPRIS responded requesting three changes
before proceeding with the clinical trial.  These included extending
the clinical trial from six months to two years, measuring left ventricular
ejection fraction every three months during the two year trial and clarifying in
the Informed Consent that the sponsor (the Company) is responsible for the costs
of treating any complications resulting from the treatment.  On June
19, 2009, the Company resubmitted having obtained approval from the Research and
Bioethics Committee of Christus Muguerza Hospital to make the requested
changes.





Subsequent
to the end of the quarter, COFEPRIS sent on July 15, 2009 a denial letter citing
the issue of the change in the Informed Consent not being
resolved.  The Company then engaged local counsel who negotiated with
COFEPRIS revised language to the Informed Consent which is anticipated to result
in an approval. While the Company believes that this issue will be resolved in
the next 30 to 90 days, there is no assurance that this will occur.





In
addition subsequent to the end of the quarter, the Company did reach tentative
agreement with Titan Imaging located in West Hollywood, California to serve as
the staging center for patients.  It is expected that patients will be
screened, have their blood dawn and receive all the tests in the subsequent
follow-up visits at Titan Imaging’s facilities required by the protocol
submitted to COFEPRIS.





The
Company anticipates earning 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 2009.  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.





16




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 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.


17


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 June 30,
2009.  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, 2009
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





We are
not party to any legal proceedings as of the date of this Form
10-Q.





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





Not
applicable.





Item
3.  Defaults Upon Senior Securities





Not
applicable.





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





None.





Item
5.  Other Information





Not
applicable.





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.





18




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





None.





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
      14, 2009By:
                                                  /s/ James F. MongiardoJames
      F. MongiardoPrincipal
      Executive Officer,President,
      Principal Financial Officer,Principal
      Accounting Officer, and Director




19