UNITED STATES


SECURITIES AND EXCHANGE COMMISSION





Washington, D.C. 20549





AMENDMENT TWO TO 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 March 31, 2011





o  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 or organization)
(I.R.S. Employer Identification No.)




2 Briar Lane


Natick, Massachusetts 01760


(Address of Principal Executive Offices)





(508) 647-4065


(Registrant's telephone number, including area code)










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 o





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. Yes x No o




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





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o 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. 81,687,500 shares of common stock outstanding as of May 23,  2011.










REGENOCELL THERAPEUTICS, INC.





Amendment Two to Quarterly Report on Form 10-Q


For the Quarterly Period Ended March 31, 2011





This Amendment Two to Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 is being filed to correct language in ITEM 3.Controls and Procedures, Evaluation of disclosure controls and procedures as follows:





ITEM 3. Controls and Procedures




Evaluation of disclosure controls and procedures





In connection with the preparation of this Quarterly Report on Form 10-Q/A, 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, 2011.  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 March 31, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





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





a)
Exhibits





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





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





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:  October 28, 2011By:/s/ James F. Mongiardo

James F. Mongiardo

Principal Executive Officer,

President, Principal Financial Officer,

Principal Accounting Officer, and

Director