**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


_______________




**FORM
      10-QSB**


_______________




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




**For
      the quarterly period ended September 30, 2006**


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




**For
      the transition period from _____________**




**Commission
      File No. 000-51411**


_______________




**REGENESIS
      CENTERS, INC.**


**(Exact
      name of small business issuer as specified in its charter)**


_______________




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




**900
      North Federal Highway, Suite 260**


**Boca
      Raton, Florida 33432**


(Address
      of principal executive offices)(Zip Code)




**561-807-8383**


(Registrant’s
      telephone no., including area code




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




Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the issuer 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 shell company as defined in Rule
      12b-2
      of the Exchange Act.


Yes x No o




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of August 8, 2006: 11,054,800 shares of common stock.























**REGENESIS
      CENTERS, INC.**




**FINANCIAL
      STATEMENTS**




**INDEX**




**Part
      I-- FINANCIAL INFORMATION**


Item
                1. Financial StatementsItem
                2. Management’s Discussion and Analysis of Financial
                ConditionItem
                3. Control and Procedures




**Part
      II-- OTHER INFORMATION**


Item
                1. Legal ProceedingsItem
                2. Changes in SecuritiesItem
                3. Defaults Upon Senior SecuritiesItem
                4. Submission of Matters to a Vote of Security HoldersItem
                5. Other InformationItem
                6. Exhibits and Reports on Form 8-K




**SIGNATURE**













































**Item
      1.**  **Financial
      Information**










BASIS
      OF
      PRESENTATION






The
        accompanying reviewed financial statements are presented in accordance with
        generally accepted accounting principles for interim financial information
        and
        the instructions to Form 10-QSB and item 310 under subpart A of Regulation
        S-B.
        Accordingly, they do not include all of the information and footnotes required
        by generally accepted accounting principles for complete financial statements.
        In the opinion of management, all adjustments (consisting only of normal
        occurring accruals) considered necessary in order to make the financial
        statements not misleading, have been included. Operating results for the
        nine
        months ended September 30, 2006 are not necessarily indicative of results
        that
        may be expected for the year ending December 31, 2006. The financial statements
        are presented on the accrual basis.



































**REGENESIS
      CENTERS, INC.**


**F/K/A
      CAPITAL VENTURES GROUP II, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2006**


**(UNAUDITED)**























**REGENESIS
      CENTERS, INC.**


**F/K/A
      CAPITAL VENTURES GROUP II, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**






**CONTENTS**






PAGE
            1
            CONDENSED
                BALANCE SHEET AS OF SEPTEMBER 30, 2006 (UNAUDITED)PAGE
            2
            CONDENSED
                STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER
                30,
                2006 AND 2005 AND FOR THE PERIOD FROM NOVEMBER 30, 1999 (INCEPTION)
                TO
                SEPTEMBER 30, 2006 (UNAUDITED)PAGES
            3
                -
                4
            CONDENSED
                STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM
                NOVEMBER 30, 1999 (INCEPTION) TO SEPTEMBER 30, 2006
                (UNAUDITED)PAGE
            5
            CONDENSED
                STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                2006 AND
                2005 AND FOR THE PERIOD FROM NOVEMBER 30, 1999 (INCEPTION) TO SEPTEMBER
                30, 2006 (UNAUDITED)PAGES
            6
                -
                9
            NOTES
                TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


















**ReGenesis
                Centers, Inc.****f/k/a
                Capital Ventures Group II, Inc.****(A
                Development Stage Company)****Balance
                Sheet****September
                30, 2006****(Unaudited)****ASSETS****Current
                Assets**Cash
            
            $
            1,356**Total
                Assets**
            
            $
            1,356**LIABILITIES
                AND STOCKHOLDERS' DEFICIENCY****Current
                Liabilities**Accounts
                Payable and Accrued Expenses
            
            $
            81Stockholder
                Notes and Loans Payable
            
            
            21,513**Total
                Current Liabilities**
            
            
            **21,594****Stockholders'
                Deficiency**Preferred
                stock,$0.001 par value, 10,000,000 shares authorized,none
                issued and outstanding
            
            
            -Common
                stock, $0.001 par value; 100,000,000 shares authorized,11,054,800
                shares issued and outstanding
            
            
            11,054Additional
                paid in capital
            
            
            96,326Deficit
                accumulated during the development stage
            
            
            (127,218
            )Subscription
                receivable
            
            
            (400
            )**Total
                Stockholders' Deficiency**
            
            
            **(20,238**
            **)****Total
                Liabilities and Stockholders' Deficiency**
            
            $
            1,356















F-1




**ReGenesis
                  Centers, Inc.****f/k/a
                  Capital Ventures Group II, Inc.****(A
                  Development Stage Company)****Statements
                  of Operations****For
                  the Three and Nine Months Ended September 30, 2006 and 2005
                  and****for
                  the Period from November 30, 1999 (Inception) to September 30,
                  2006****(Unaudited)****Three
                  Months Ended**
              
              **Nine
                  Months Ended**
              
              **November
                  30, 1999****September
                  30,**
              
              **September
                  30,**
              
              **(Inception)
                  to****2006**
              
              **2005**
              
              **2006**
              
              **2005**
              
              **September
                  30, 2006****Operating
                  Expenses**Professional
                  fees
              
              
              2,393
              
              
              6,513
              
              
              8,776
              
              
              12,713
              
              
              23,608Stock
                  issued for services
              
              
              -
              
              
              -
              
              
              -
              
              
              100,000
              
              
              100,000General
                  and administrative
              
              
              1,820
              
              
              186
              
              
              2,424
              
              
              196
              
              
              3,610**Total
                  Operating Expenses**
              
              
              4,213
              
              
              6,699
              
              
              11,200
              
              
              112,909
              
              
              127,218**Loss
                  from Operations**
              
              
              (4,213
              )
              
              (6,699
              )
              
              (11,200
              )
              
              (112,909
              )
              
              (127,218
              )Provision
                  for Income Taxes
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -**Net
                  Loss**
              
              **$**
              **(4,213**
              **)**
              **$**
              **(6,699**
              **)**
              **$**
              **(11,200**
              **)**
              **$**
              **(112,909**
              **)**
              **$**
              **(127,218**
              **)****Net
                  Loss Per Share - Basic and Diluted**
              
              **$**
              **(0.00**
              **)**
              **$**
              **(0.00**
              **)**
              **$**
              **(0.00**
              **)**
              **$**
              **(0.01**
              **)**
              **$**
              **(0.04**
              **)****Weighted
                  average number of shares outstanding****during
                  the period - basic and diluted**
              
              
              **11,054,800**
              
              
              **11,054,800**
              
              
              **11,054,800**
              
              
              **9,909,498**
              
              
              **3,446,580**












F-2




**ReGenesis
                  Centers, Inc.****(f/k/a
                  Capital Ventures Group II, Inc.)****(A
                  Development Stage Company)****Statements
                  of Changes in Stockholders' Deficiency****For
                  the Period from November 30, 1999 (inception) to September 30,
                  2006****(Unaudited)**Common
                  stock
              
              
              
              
              
              DeficitNo
                  Par Value
              
              Additional
              
              
              
              accumulated
                  during
              
              TotalPaid-in
              
              Subscription
              
              development
              
              Stockholder'sShares
              
              Amount
              
              Capital
              
              Receivable
              
              stage
              
              DeficiencyBalance
                  November 30, 1999 (Inception)
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Common
                  stock issued to founders ($0.001 per share)
              
              
              1,000,000
              
              
              1,000
              
              
              -
              
              
              -
              
              
              -
              
              
              1,000In-kind
                  contribution
              
              
              -
              
              
              -
              
              
              150
              
              
              -
              
              
              -
              
              
              150Net
                  loss for the period from November 30, 1999 (Inception) toDecember
                  31, 1999
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              (1,150
              )
              
              (1,150
              )Balance,
                  December 31, 1999
              
              
              1,000,000
              
              
              1,000
              
              
              150
              
              
              -
              
              
              (1,150
              )
              
              -In-kind
                  contribution
              
              
              -
              
              
              -
              
              
              150
              
              
              -
              
              
              -
              
              
              150Net
                  loss, 2000
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (150
              )
              
              (150
              )Balance,
                  December 31, 2000
              
              
              1,000,000
              
              $
              1,000
              
              $
              300
              
              $
              -
              
              $
              (1,300
              )
              $
              -In-kind
                  contribution
              
              
              -
              
              
              -
              
              
              150
              
              
              -
              
              
              -
              
              
              150Net
                  loss, 2001
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (150
              )
              
              (150
              )Balance,
                  December 31, 2001
              
              
              1,000,000
              
              
              1,000
              
              
              450
              
              
              -
              
              
              (1,450
              )
              
              -In-kind
                  contribution
              
              
              -
              
              
              -
              
              
              150
              
              
              -
              
              
              -
              
              
              150Net
                  loss, 2002
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (150
              )
              
              (150
              )Balance,
                  December 31, 2002
              
              
              1,000,000
              
              
              1,000
              
              
              600
              
              
              -
              
              
              (1,600
              )
              
              -Common
                  stock issued for cash ($0.10 per share)
              
              
              29,000
              
              
              29
              
              
              2,871
              
              
              -
              
              
              -
              
              
              2,900In-kind
                  contribution
              
              
              -
              
              
              -
              
              
              150
              
              
              -
              
              
              -
              
              
              150Net
                  loss, 2003
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (165
              )
              
              (165
              )Balance,
                  December 31, 2003
              
              
              1,029,000
              
              
              1,029
              
              
              3,621
              
              
              -
              
              
              (1,765
              )
              
              2,885In-kind
                  contribution
              
              
              -
              
              
              -
              
              
              150
              
              
              -
              
              
              -
              
              
              150Net
                  loss, 2004
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (150
              )
              
              (150
              )Balance,
                  December 31, 2004
              
              
              1,029,000
              
              
              1,029
              
              
              3,771
              
              
              -
              
              
              (1,915
              )
              
              2,885Common
                  stock issued for cash ($0.10 per share)
              
              
              25,800
              
              
              25
              
              
              2,555
              
              
              (400
              )
              
              -
              
              
              2,180Common
                  stock issued for officer bonus ($0.10 per share)
              
              
              10,000,000
              
              
              10,000
              
              
              90,000
              
              
              -
              
              
              -
              
              
              100,000Net
                  loss, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (114,103
              )
              
              (114,103
              )Balance,
                  December 31, 2005
              
              
              11,054,800
              
              $
              11,054
              
              $
              96,326
              
              $
              (400
              )
              $
              (116,018
              )
              $
              (9,038
              )Net
                  loss, 2006
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (11,200
              )
              
              (11,200
              )**Balance,
                  September 30 2006**
              
              
              **11,054,800**
              
              **$**
              **11,054**
              
              **$**
              **96,326**
              
              **$**
              **(400**
              **)**
              **$**
              **(127,218**
              **)**
              **$**
              **(20,238**
              **)**













F-3




**ReGenesis
                  Centers, Inc.****f/k/a
                  Capital Ventures Group II, Inc.****(A
                  Development Stage Company)****Statements
                  of Cash Flows****For
                  the Nine Months Ended September 30, 2006 and 2005 and****for
                  the Period from November 30, 1999 (Inception) to September 30,
                  2006****(Unaudited)****November
                  30, 1999****(Inception)
                  to****2006**
              
              **2005**
              
              **September
                  30, 2006****Cash
                  Flows From Operating Activities:**Net
                  Loss
              
              $
              (11,200
              )
              $
              (112,909
              )
              $
              (127,218
              )Adjustments
                  to reconcile net loss to net cash used in operationsStock
                  issue for services
              
              
              -
              
              
              100,000
              
              
              104,800Changes
                  in operating assets and liabilities:Increase
                  (Decrease) in accounts payable and accrued expenses
              
              
              (1,038
              )
              
              3,638
              
              
              81Increase
                  in accrued expenses - related party
              
              
              11,675
              
              
              -
              
              
              21,513**Net
                  Cash Used In Operating Activities**
              
              
              **(563**
              **)**
              
              **(9,271**
              **)**
              
              **(824**
              **)****Cash
                  Flows From Financing Activities:**Proceeds
                  from stockholder loans
              
              
              -
              
              
              6,200
              
              
              -Proceeds
                  from issuance of common stock
              
              
              -
              
              
              2,180
              
              
              2,180**Net
                  Cash Provided By Financing Activities**
              
              
              **-**
              
              
              **8,380**
              
              
              **2,180****Net
                  Increase (Decrease) in Cash**
              
              
              (563
              )
              
              (891
              )
              
              1,356Cash
                  at Beginning of Period
              
              
              1,919
              
              
              2,885
              
              
              -**Cash
                  at End of Period**
              
              **$**
              **1,356**
              
              **$**
              **1,994**
              
              **$**
              **1,356****Supplemental
                  disclosure of cash flow information:**Cash
                  paid for interest
              
              $
              -
              
              
              -
              
              $
              -Cash
                  paid for taxes
              
              $
              -
              
              
              -
              
              $
              -**Supplemental
                  disclosure of non-cash investing and financing
                  activities:**Stock
                  sold for subscription
              
              $
              400
              
              
              -
              
              $
              400











F-4


**REGENESIS
      CENTERS, INC.**


**F/K/A
      CAPITAL VENTURES GROUP II, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**








**NOTE
      1**  **BASIS
      OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**





***(A)
      Basis of Presentation***





The
      accompanying unaudited financial statements have been prepared in accordance
      with generally accepted accounting principles and the rules and regulations
      of
      the Securities and Exchange Commission for the interim financial information.
      Accordingly, they do not include all the information and footnotes necessary
      for
      a comprehensive presentation of financial position and results of
      operations.





It
      is
      management's opinion, however, that all adjustments (consisting of normal
      recurring adjustments) have been made which are necessary for a fair financial
      statements presentation. The results for the interim period are not necessarily
      indicative of the results to be expected for the year.





***(B)
      Organization***





ReGenesis
      Centers, Inc (f/k/a Capital Ventures Group II, Inc.) (a development stage
      company) (the “Company”) was incorporated under the laws of the State of Florida
      on November 30, 1999. Activities during the development stage include developing
      a business plan and raising capital. The Company was organized to provide
      business services to emerging growth entities.





***(C)
      Use of Estimates***





In
      preparing financial statements in conformity with generally accepted accounting
      principles, management is required to make estimates and assumptions that affect
      the reported amounts of assets and liabilities and the disclosure of contingent
      assets and liabilities at the date of the financial statements and revenues
      and
      expenses during the reported period. Actual results could differ from those
      estimates.





***(D)
      Cash Equivalents***





For
      the
      purpose of the cash flow statement, the Company considers all highly liquid
      investments with original maturities of three months or less at the time of
      purchase to be cash equivalents.





***(E)
      Loss Per Share***





Basic
      and
      diluted net loss per common share is computed based upon the weighted average
      common shares outstanding as defined by Financial Accounting Standards No.
      128,
“Earnings per Share.” As of September 30, 2006 and 2005, and for the period from
      November 30, 1999 (inception) to September 30, 2006, respectively there
      were no common share equivalents outstanding.





***(F)
      Business Segments***





The
      Company operates in one segment and therefore segment information is not
      presented.





***(G)
      Recent Accounting Pronouncements***





SFAS
      155,
      Accounting for Certain Hybrid Financial Instruments and SFAS 156, Accounting
      for
      Servicing of Financial Assets were recently issued. SFAS 155 and 156 have no
      current applicability tot the Company and have no effect on the financial
      statements.






F-5


**REGENESIS
      CENTERS, INC.**


**F/K/A
      CAPITAL VENTURES GROUP II, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**




**NOTE
      2     
**STOCKHOLDER
      LOANS****




During
      2006, the majority stockholder paid $1,675 of expenses on behalf of the Company.
      The loan is non-interest bearing and due on demand. (See Note 5)





During
      2005, the majority stockholder paid $9,838 of expenses on behalf of the Company.
      The loan is non-interest bearing and due on demand. (See Note 5)





**NOTE
      3** ****   **NOTE
      PAYABLE**





During
      2006, the Company’s majority shareholder loaned the Company $10,000. The loan is
      unsecured, non-interest bearing and due on demand. (See Note 5)





**NOTE
      4**  **STOCKHOLDERS’
      DEFICIENCY**





***(A)
      Increase in Authorized Capital and Name Change***





On
      February 15, 2005, the Company’s board of directors approved the increase in
      authorized capital to: 100,000,000 shares of $0.001 par value common stock
      and
      10,000,000 shares of $0.001 par value preferred stock. In addition, the company
      also approved the change in its name to ReGenesis Centers, Inc.





***(B)
      Common Stock Issued for Cash***





On
      November 30, 1999, the Company issued 1,000,000 shares of common stock to its
      founder for cash of $1,000 ($0.001 per share).





During
      2003, the Company issued 29,000 shares of common stock for cash of $2,900
      ($0.001 per share).





On
      February 15, 2005, the Company issued 10,000,000 shares of common stock to
      an
      officer as a signing bonus. The shares were valued at the recent cash offering
      price of $0.001 per share or $100,000.





During
      2005, the Company issued 25,800 shares of common stock for cash of $2,180
      ($0.001 per share). Total additional proceeds to be received are $400
      representing amounts due on subscription.





***(C)
      In-Kind Contribution***





Since
      November 30, 1999 (inception) to September 30, 2006, the principal stockholder
      of the Company paid an aggregate $900 of operating expenses on behalf of the
      Company. (See Note 5)





**NOTE
      5**  **RELATED
      PARTY TRANSACTIONS**





A
      stockholder of the Company paid $11,513 of expenses on behalf of the Company
      since inception. (See Note 2)





Since
      November 30, 1999 (inception) to September 30, 2006, the principal stockholder
      of the Company paid an aggregate $900 of operating expenses on behalf of the
      Company. (See Note 4)





F-6




**REGENESIS
      CENTERS, INC.**


**F/K/A
      CAPITAL VENTURES GROUP II, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**








**NOTE
      6**  **GOING
      CONCERN**





As
      reflected in the accompanying financial statements, the Company is in the
      development stage with no operations and has working capital deficiency of
      $20,238 and has a cumulative deficit from inception of $127,218. This raises
      substantial doubt about its ability to continue as a going concern. The ability
      of the Company to continue as a going concern is dependent on the Company’s
      ability to raise additional capital and implement its business plan. The
      financial statements do not include any adjustments that might be necessary
      if
      the Company is unable to continue as a going concern.





Management
      believes that actions presently being taken to obtain additional funding and
      implement its strategic plans provide the opportunity for the Company to
      continue as a going concern.





**NOTE
      7**  **SUBSEQUENT
      EVENT**




On
        August
        31, 2006, the Company entered into a Stock Purchase and Share Exchange agreement
        (“The Agreement”) with the Institute of Advanced Medicine, Inc. (“IAM”), a
        Florida corporation. The agreement provided that at closing, IAM would be
        merged
        into a subsidiary of the Company and the Company would issue 29,093,320 shares
        of its common stock to the shareholders of IAM. This transaction, upon change
        in
        control, is intended to be accounted for as a reverse acquisition and
        recapitalization of IAM. The Company has not completed its due diligence
        and as
        of November 2, 2006, the agreement has not closed.







F-7


**Item
      2.**   **Management’s
      Discussion and Analysis or Plan of Operation**




On
        August
        31, 2006, we entered into a Stock Purchase and Share Exchange agreement (“The
        Agreement”) with the Institute of Advanced Medicine, Inc. (“IAM”), a Florida
        corporation. The agreement provided that at closing, IAM would be merged
        into a
        subsidiary of ours and we would issue 29,093,320 shares of our common stock
        to
        the shareholders of IAM. This transaction, upon change in control, is intended
        to be accounted for as a reverse acquisition and recapitalization of IAM.
        We
        have not completed our due diligence and as of November 2, 2006, the agreement
        has not closed.
  We
        have
        no full time employees. Our president has agreed to allocate a portion of
        her
        time to the activities of the Company, without compensation. The president
        anticipates that our business plan can be implemented by her devoting no
        more
        than 10 hours per month to the business affairs of the Company and,
        consequently, conflicts of interest may arise with respect to the limited
        time
        commitment by such officer.
  Our
        Certificate of Incorporation provides that we may indemnify our officers
        and/or
        directors for liabilities, which can include liabilities arising under the
        securities laws. Therefore, our assets could be used or attached to satisfy
        any
        liabilities subject to such indemnification.


*Results
      of Operation*




We
      did
      not have any operating income from inception through September 30, 2006. For
      the
      nine months ended September 30, 2006, we recognized a net loss of $11,200 as
      compared to a net loss of $112,909 for the nine months ended September 30,
      2005.
      The decrease in net loss is due to the issuance of 10,000,000 shares valued
      at
      $100,000 to our sole officer and director during the nine month period ended
      September 30, 2005. Expenses for the quarter were comprised of costs mainly
      associated with legal, accounting and office.




*Liquidity
      and Capital Resources*




At
        September 30, 2006, we had cash of $1,356. Therefore, we have limited capital
        resources and will rely upon the issuance of common stock and additional
        capital
        contributions from shareholders to fund administrative expenses pending
        acquisition of an operating company. Management plans may but do not currently
        provide for experts to secure a successful acquisition or merger partner
        so that
        it will be able to continue as a going concern. In the event such efforts
        are
        unsuccessful, contingent plans have been arranged to provide that the current
        Director of the Company is to fund required future filings under the 1934
        Act,
        and existing shareholders have expressed an interest in additional funding
        if
        necessary to continue the Company as a going concern.




We
        currently do not have enough cash to satisfy our minimum cash requirements for
        the next twelve months. As reflected in the accompanying financial statements,
        we are in the development stage with limited operations. This raises substantial
        doubt about our ability to continue as a going concern. Our ability to continue
        as a going concern is dependent on our ability to raise additional capital.
        The
        financial statements do not include any adjustments that might be necessary
        if
        we are unable to continue as a going concern.


*Recent
      Accounting Pronouncements*




SFAS
      155,
      Accounting for Certain Hybrid Financial Instruments and SFAS 156, Accounting
      for
      Servicing of Financial Assets were recently issued. SFAS 155 and 156 have no
      current applicability to the Company and have no effect on the financial
      statements.












Plan
      of Operation




During
      the next twelve months, the Company will actively seek out and investigate
      possible business opportunities with the intent to acquire or merge with one
      or
      more business ventures. In its search for business opportunities, management
      will follow the procedures outlined in Item 1 above. Because the Company has
      limited funds, it may be necessary for the sole officer and director to either
      advance funds to the Company or to accrue expenses until such time as a
      successful business consolidation can be made. The Company will not make it
      a
      condition that the target company must repay funds advanced by its officers
      and
      directors. Management intends to maintain expenses at a minimum and to obtain
      services on a contingency basis when possible. However, if the Company engages
      outside advisors or consultants in its search for business opportunities, it
      may
      be necessary for the Company to attempt to raise additional funds. As of the
      date hereof, the Company has not made any arrangements or definitive agreements
      to use outside advisors or consultants or to raise any capital. In the event
      the
      Company does need to raise capital


most
      likely the only method available to the Company would be the private sale of
      its
      securities. Because of the nature of the Company as a development stage company,
      it is unlikely that it could make a public sale of securities or be able to
      borrow any significant sum from either a commercial or private lender. There
      can
      be no assurance that the Company will be able to obtain additional funding
      when
      and if needed, or that such funding, if available, can be obtained on terms
      acceptable to the Company.




The
      Company does not intend to use any employees, with the possible exception of
      part-time clerical assistance on an as-needed basis. Outside advisors or
      consultants will be used only if they can be obtained for minimal cost or on
      a
      deferred payment basis. Management is convinced that it will be able to operate
      in this manner and to continue its search for business opportunities during
      the
      next twelve months. However, the Company currently has insufficient cash to
      pay
      professional fees for the next twelve months and we will need to raise
      additional funds in order to maintain its filings under the Exchange Act of
      1934.




There
      can
      be no assurance that the Company will able to obtain additional funding when
      and
      if needed, or that such funding, if available, can be obtained on terms
      acceptable to the Company.




Critical
      Accounting Policies




Regenesis
      Centers’ financial statements and related public financial information are based
      on the application of accounting principles generally accepted in the United
      States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
      subjective interpretations of accounting principles that have an impact on
      the
      assets, liabilities, revenue and expense amounts reported. These estimates
      can
      also affect supplemental information contained in our external disclosures
      including information regarding contingencies, risk and financial condition.
      We
      believe our use of estimates and underlying accounting assumptions adhere to
      GAAP and are consistently and conservatively applied. We base our estimates
      on
      historical experience and on various other assumptions that we believe to be
      reasonable under the circumstances. Actual results may differ materially from
      these estimates under different assumptions or conditions. We continue to
      monitor significant estimates made during the preparation of our financial
      statements.




Our
      significant accounting policies are summarized in Note 1 of our financial
      statements. While all these significant accounting policies impact our financial
      condition and results of operations, Regenesis Centers views certain of these
      policies as critical. Policies determined to be critical are those policies
      that
      have the most significant impact on Regenesis Centers’ financial statements and
      require management to use a greater degree of judgment and estimates. Actual
      results may differ from those estimates. Our management believes that given
      current facts and circumstances, it is unlikely that applying any other
      reasonable judgments or estimate methodologies would cause effect on our results
      of operations, financial position or liquidity for the periods presented in
      this
      report.















**Item
      3.**  **Controls
      and Procedures**




*(a)*  *Evaluation
      of disclosure controls and procedures.*





Our
      Chief
      Executive Officer and Chief Financial Officer (collectively the “Certifying
      Officers”) maintain a system of disclosure controls and procedures that is
      designed to provide reasonable assurance that information, which is required
      to
      be disclosed, is accumulated and communicated to management timely. Under the
      supervision and with the participation of management, the Certifying Officers
      evaluated the effectiveness of the design and operation of our disclosure
      controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the
      Exchange Act) within 90 days prior to the filing date of this report. Based
      upon
      that evaluation, the Certifying Officers concluded that our disclosure controls
      and procedures are effective in timely alerting them to material information
      relative to our company required to be disclosed in our periodic filings with
      the SEC.




*(b)*  *Changes
      in internal controls.*






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




**PART
      II - OTHER INFORMATION**




**Item
      1. Legal Proceedings** .




The
      Company is
      currently not a party to any pending legal proceedings and no such action by,
      or
      to the best of its knowledge, against the Company has been
      threatened.






**Item
      2. Changes in Securities.**




None




**Item
      3. Defaults Upon Senior Securities.**




None




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





No matter was submitted during the quarter ending September 30, 2006, covered
        by
        this report to a vote of our shareholders, through the solicitation of proxies
        or otherwise.




**Item
      5. Other Information.**




On August 31, 2006, we entered into a Stock Purchase and Share Exchange
        agreement (“The Agreement”) with the Institute of Advanced Medicine, Inc.
        (“IAM”), a Florida corporation. The agreement provided that at closing, IAM
        would be merged into a subsidiary of ours and we would issue 29,093,320 shares
        of our common stock to the shareholders of IAM. This transaction, upon change
        in
        control, is intended to be accounted for as a reverse acquisition and
        recapitalization of IAM. We have not completed our due diligence and as of
        November 2, 2006, the agreement has not closed.




**Item
      6. Exhibits and Reports of Form 8-K.**




(a)
      Exhibits




31.1
      Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002




32.1
      Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002




(b)
      Reports of Form 8-K


On
        September 9, 2006,
        we filed a Form 8-K disclosing the Stock Purchase and Share Exchange agreement
        (“The Agreement”) with the Institute of Advanced Medicine, Inc. (“IAM”), a
        Florida corporation

















**SIGNATURES**






In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, there unto duly
      authorized.




**REGENESIS
      CENTERS, INC.**




*By:
      /s/ Anne Invernale*


Anne
      Invernale,


President,
      Chief Executive Officer,


Chief
      Financial Officer, Secretary &


Director




November
      9, 2006