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 June 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 ofincorporation 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)  561-276-9425 (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. YesxNoo  Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. YesxNoo  State the number of shares outstanding of each of the issuers classes of common equity, as of August 11, 206: 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 ProceduresPart 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-KSIGNATURE





























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 six months ended June 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

JUNE 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 JUNE 30, 2006 (UNAUDITED)PAGE
        2
        CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005 AND FOR THE PERIOD FROM NOVEMBER 30, 1999 (INCEPTION) TO JUNE 30, 2006 (UNAUDITED)PAGES
        3  4
        CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIENCY FOR THE PERIOD FROM NOVEMBER 30, 1999 (INCEPTION) TO JUNE 30, 2006 (UNAUDITED)PAGE
        5
        CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 AND FOR THE PERIOD FROM NOVEMBER 30, 1999 (INCEPTION) TO JUNE 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)

CONDENSED BALANCE SHEET

JUNE 30, 2006

(UNAUDITED)










ASSETSCURRENT ASSETSCash
        $
        6,488TOTAL ASSETS
        $
        6,488LIABILITIES AND STOCKHOLDERS DEFICIENCYCURRENT LIABILITIESAccounts payable and accrued expenses
        $
        1,000Advances from stockholder
        
        11,513Note payable
        
        10,000TOTAL CURRENT LIABILITIES
        
        22,513STOCKHOLDERS DEFICIENCYPreferred 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
        
        96,326Subscription receivable
        
        (400)Accumulated deficit during development stage
        
        (123,005)Total Stockholders Deficiency
        
        (16,025)TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY
        $
        6,488






See accompanying notes to condensed financial statements.

1



REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)










For the Three Months Ended June 30, 2006
        
        For the Three Months Ended June 30, 2005
        
        For the Six Months Ended June 30, 2006
        
        For the Six Months Ended June 30, 2005
        
        For The Period From
November 30, 1999 (Inception) To June 30, 2006OPERATING EXPENSESProfessional fees
        $
        2,872
        $
        2,964
        $
        6,383
        $
        6,200
        $
        21,215Stock issued for services
        
        -
        
        -
        
        -
        
        100,000
        
        100,000General and administrative
        
        273
        
        -
        
        604
        
        10
        
        1,790Total Operating Expenses
        
        3,145
        
        2,964
        
        6,987
        
        106,210
        
        123,005LOSS FROM OPERATIONS
        
        (3,145)
        
        (2,964)
        
        (6,987)
        
        (106,210)
        
        (123,005)Provision for Income Taxes
        
        -
        
        -
        
        -
        
        -
        
        -NET LOSS
        $
        (3,145)
        $
        (2,964)
        $
        (6,987)
        $
        (106,210)
        $
        (123,005)Net loss per share - basic and diluted
        $
        -
        $
        -
        $
        -
        $
        (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
        
        9,333,683
        
        3,155,417




See accompanying notes to condensed financial statements.

2



REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIENCY

FOR THE PERIOD FROM NOVEMBER 30, 1999 (INCEPTION) TO JUNE 30, 2006

(UNAUDITED)










Common Stock
        
        Additional Paid-In
        
        Subscription
        
        Accumulated Deficit During DevelopmentShares
        
        Amount
        
        Capital
        
        Receivable
        
        Stage
        
        TotalCommon stock issued to founder ($0.001 per share)
        
        1,000,000
        $
        1,000
        $
        -
        $
        -
        $
        -
        $
        1,000In-kind contribution
        
        -
        
        -
        
        150
        
        -
        
        -
        
        150Net loss for the period from November 30, 1999 (inception) to December 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)
        
        -

See accompanying notes to condensed financial statements.

3



REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIENCY

FOR THE PERIOD FROM NOVEMBER 30, 1999 (INCEPTION) TO JUNE 30, 2006

(UNAUDITED)










Common Stock
        
        Additional Paid-In
        
        Subscription
        
        Accumulated Deficit During DevelopmentShares
        
        Amount
        
        Capital
        
        Receivable
        
        Stage
        
        TotalCommon 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 for the six months ended June 30, 2006
        
        -
        
        -
        
        -
        
        -
        
        (6,987)
        
        (6,987)BALANCE, JUNE 30, 2006
        
        11,054,800
        $
        11,054
        $
        96,326
        $
        (400)
        $
        (123,005)
        $
        (16,025)

See accompanying notes to condensed financial statements.

4



REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH LOWS

(UNAUDITED)










For the Six Months Ended June 30, 2006
        
        For the Six Months Ended June 30, 2005
        
        For The Period From
November 30, 1999 (Inception) To June 30, 2006CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
        $
        (6,987)
        $
        (106,210)
        $
        (123,005)Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Stock issued for services
        
        -
        
        100,000
        
        104,800Changes in operating assets and liabilities:Accounts payable and accrued expenses
        
        (119)
        
        6,200
        
        1,000Net Cash Provided By (Used In) Operating Activities
        
        (7,106)
        
        (10)
        
        (17,205)CASH FLOWS FROM INVESTING ACTIVITIES
        
        -
        
        -
        
        -CASH FLOWS FROM FINANCING ACTIVITIES:Advances from related party
        
        1,675
        
        -
        
        11,513Proceeds from note payable
        
        10,000
        
        -
        
        10,000Proceeds from issuance of common stock
        
        -
        
        -
        
        2,180Net Cash Provided By Financing Activities
        
        11,675
        
        -
        
        23,693NET INCREASE (DECREASE) IN CASH
        
        4,569
        
        (10)
        
        6,488CASH AT BEGINNING OF PERIOD
        
        1,919
        
        2,885
        
        -CASH AT END OF PERIOD
        $
        6,488
        $
        2,875
        $
        6,488SUPPLEMENTAL 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

See accompanying notes to condensed financial statements.

5



REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2006

(UNAUDITED)








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.









6



REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2006

(UNAUDITED)







(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 June 30, 2006 and 2005, and for the period from November 30, 1999 (inception) to June 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 to the Company and have no effect on the financial statements.




NOTE 2
        STOCKHOLDER ADVANCES

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 entered into a $10,000 note payable. The note is non-interest bearing, unsecured and due on demand.




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.







7



REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2006

(UNAUDITED)







(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



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




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 June 30, 2006, the principal stockholder of the Company paid an aggregate $900 of operating expenses on behalf of the Company (See Note 4).




NOTE 6
        GOING CONCERN

As reflected in the accompanying financial statements, the Company is in the development stage with no operations, has a working capital deficiency of $16,025 and has a cumulative deficit from inception of $123,005. 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.





8



REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2006

(UNAUDITED)







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.





9





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

We intend to enter into a business combination with a target company in exchange for cash and/or our securities. As of the initial filing date of this Registration Statement, neither our officer and director nor any affiliate has engaged in any negotiations with any representative of any specific entity regarding the possibility of a business combination with us.



Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Websites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.



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 June 30, 2006. For the six months ended June 30, 2006, we recognized a net loss of $6,987 as compared to a net loss of $106,210 for the six months ended June 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 six month period ended June 30, 2005. Expenses for the quarter were comprised of costs mainly associated with legal, accounting and office.

Liquidity and Capital Resources

At June 30, 2006, we had cash of $6,488. 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.



Currently, the Company does not have enough cash to satisfy its minimum cash requirements for the next twelve months.



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 June 30, 2006, covered by this report to a vote of the Companys shareholders, through the solicitation of proxies or otherwise.

Item 5. Other Information.

None

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

None









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



August 11, 206