SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  ___________________________  FORM 10-KSB ___________________________  Annual Report Under Section 13 or 15(d) of the SECURITIES EXCHANGE ACT OF 1934  x
        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE ACT OF 1934  For Fiscal Year Ended December 31, 2005  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  Securities registered pursuant to Section 12(b) of the Act: None  Title of each class Name of each exchange on which registered  Securities registered pursuant to Section 12(g) of the Act:  Common Stock, $0.001 par value (Title of class)  250 N. 3rd Avenue #310
Delray Breach, FL 33494 (Former name, former address and former fiscal year, if changed since last report)  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 shell company as defined in Rule12b-2 of the Exchange Act.      Yesx
        No [
        ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. ( )



Revenues for year ended December 31, 2005: $-0-



Aggregate market value of the voting common stock held by non-affiliates of the registrant as of March 28, 2006, was: $-0-



Number of shares of the registrants common stock outstanding as of March 28, 2006 is: 11,054,800



We do not have a Transfer Agent.















PART I



ITEM 1. DESCRIPTION OF BUSINESS



GENERAL



Regenesis Centers, Inc. was incorporated on December 17, 1999, under the name of Capital Ventures Group II, Inc. in the State of Florida to engage in any lawful corporate undertaking, including, but not limited to a selected merger and/or acquisition with a private company operating as a cosmetic and non-surgical cosmetic center. We have been in the developmental stage since inception and have no operations to date other than issuing shares to our original shareholders.



We will attempt to locate and negotiate with a business entity for the combination of that target company with us. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that we will be successful in locating or negotiating with any target company.



We have been formed to provide a method for a foreign or domestic private company to become a reporting (public) company whose securities are qualified for trading in the United States secondary market.



PERCEIVED BENEFITS



There are certain perceived benefits to being a reporting company with a class of publicly-traded securities. These are commonly thought to include the following:




*
        the ability to use registered securities to make acquisitions of assets orbusinesses;


*
        increased visibility in the financial community;


*
        the facilitation of borrowing from financial institutions;


*
        improved trading efficiency;


*
        shareholder liquidity;


*
        greater ease in subsequently raising capital;


*
        compensation of key employees through stock options for which there may bea market valuation;


*
        enhanced corporate image;


*
        a presence in the United States capital market.





POTENTIAL TARGET COMPANIES



A business entity, if any, which may be interested in a business combination with us may include the following:




*
        a company for which a primary purpose of becoming public is the use of itssecurities for the acquisition of assets or businesses;*
        a company which is unable to find an underwriter of its securities or isunable to find an underwriter of securities on terms acceptable to it;*
        a company which wishes to become public with less dilution of its commonstock than would occur upon an underwriting;*
        a company which believes that it will be able to obtain investment capitalon more favorable terms after it has become public;*
        a foreign company which may wish an initial entry into the United Statessecurities market;*
        a special situation company, such as a company seeking a public market tosatisfy redemption requirements under a qualified Employee Stock OptionPlan;*
        a company seeking one or more of the other perceived benefits of becoming apublic company.

A business combination with a target company will normally involve the transfer to the target company of the majority of our issued and outstanding common stock, and the substitution by the target company of its own management and board of directors.



No assurances can be given that we will be able to enter into a business combination, as to the terms of a business combination, or as to the nature of the target company.



EMPLOYEES



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 his 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.



ITEM 2. DESCRIPTION OF PROPERTY



We have no properties and at this time has no agreements to acquire any properties. We currently use the offices of management at no cost to us. Management has agreed to continue this arrangement until we complete an acquisition or merger.











ITEM 3. LEGAL PROCEEDINGS



There is no litigation pending or threatened by or against us.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.



PART II



ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



On March 28, 2006, there are twenty shareholders of record of our common stock. Our shares of common stock have never been traded on any recognized stock exchange.



DIVIDENDS



We do not intend to retain future earnings to support our growth. Any payment of cash dividends in the future will be dependent upon: the amount of funds legally available therefore; our earnings; financial condition; capital requirements; and other factors which our Board of Directors deems relevant.



ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS



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 December 31, 2005.From inception through the year ended December 31,
2005, we recognized a net loss of $116,018. For the year ended December 31, 2005, we recognized a net loss of $114,103. Expenses for
the year were comprised of costs mainly associated with stock issued for services, legal, accounting and office.





Liquidity and Capital Resources



At December 31, 2005, we had cash of $1,919. 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. In the event such efforts are unsuccessful, contingent plans have been arranged to provide that our current director is to fund required future filings under the 1934 Act, and existing shareholders have expressed an interest in additional funding if necessary to continue 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.



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 be make it a condition that the target company must repay funds advanced by its officers and directors. Management intends to hold expenses to 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 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.



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 if 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 7. FINANCIAL STATEMENTS



Our financial statements, together with the report of auditors, are as follows:















REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005






REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)





CONTENTS






PAGE
        1
        REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
        2
        BALANCE SHEET AS OF DECEMBER 31, 2005PAGE
        3
        STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 AND FOR THE PERIOD FROM NOVEMBER 30, 1999 (INCEPTION) TO DECEMBER 31, 2005PAGES
        4  5
        STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIENCY FOR THE PERIOD FROM NOVEMBER 30, 1999 (INCEPTION) TO DECEMBER 31, 2005PAGE
        6
        STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 AND FOR THE PERIOD FROM NOVEMBER 30, 1999 (INCEPTION) TO DECEMBER 31, 2005PAGES
        7 - 11
        NOTES TO FINANCIAL STATEMENTS




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors of:

ReGenesis Centers, Inc.

(f/k/a Capital Ventures Group II, Inc.)

(A Development Stage Company)



We have audited the accompanying balance sheet of ReGenesis Centers, Inc. (a development stage company) as of December 31, 2005 and the related statements of operations, changes in stockholders deficiency and cash flows for the years ended December 31, 2005 and 2004 and for the period from November 30, 1999 (inception) to December 31, 2005. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of ReGenesis Centers, Inc. (a development stage company) as of December 31, 2005 and the results of its operations and its cash flows for the years ended December 31, 2005 and 2004 and for the period from November 30, 1999 (inception) to December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.



The accompanying  financial  statements have been prepared assuming that the Company will continue as a going concern.  As discussed in
Note 5 to the financial  statements,  the Company is in the  development  stage with no  operations,  working  capital  deficiency  and
shareholders  deficiency  of $9,038 and has a negative  cash flow from  operations  of $10,861  from  inception.  These  factors  raise
substantial  doubt about its ability to continue as a going concern.  Management's  plans  concerning this matter are also described in
Note 5. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.



WEBB & COMPANY, P.A.



Boynton Beach, Florida

March 25, 2006




REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

AS OF DECEMBER 31, 2005














ASSETSCURRENT ASSETSCash
        $
        1,919TOTAL ASSETS
        $
        1,919LIABILITIES AND STOCKHOLDERS DEFICIENCYCURRENT LIABILITIESAccounts payable and accrued expenses
        $
        1,119Advances from stockholder
        
        9,838TOTAL LIABILITIES
        
        10,957STOCKHOLDERS 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
        
        (116,018)Total Stockholders Deficiency
        
        (9,038)TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY
        $
        1,919




See accompanying notes to financial statements.

2



REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS










For The Year Ended December 31, 2005
        
        For The Year Ended December 31, 2004
        
        For The Period From
November 30, 1999 (Inception) To December 31, 2005OPERATING EXPENSESProfessional fees
        $
        13,832
        $
        -
        $
        14,832Compensation
        
        100,000
        
        -
        
        100,000General and administrative
        
        271
        
        150
        
        1,186Total Operating Expenses
        
        114,103
        
        150
        
        116,018LOSS FROM OPERATIONS
        
        (114,103)
        
        (150)
        
        (116,018)Provision for Income Taxes
        
        -
        
        -
        
        -NET LOSS
        $
        (114,103)
        $
        (150)
        $
        (116,018)Net loss per share - basic and diluted
        $
        (0.01)
        `
        -
        $
        (0.05)Weighted average number of shares outstanding during the period - basic and diluted
        
        10,199,041
        
        1,029,000
        
        2,512,237




See accompanying notes to financial statements.

3



REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS DEFICIENCY

FOR THE PERIOD FROM NOVEMBER 30, 1999 (INCEPTION) TO DECEMBER 31, 2005










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)

See accompanying notes to financial statements.

4



REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS DEFICIENCY

FOR THE PERIOD FROM NOVEMBER 30, 1999 (INCEPTION) TO DECEMBER 31, 2005










Common Stock
        
        Additional Paid-In
        
        Subscription
        
        Accumulated Deficit During DevelopmentShares
        
        Amount
        
        Capital
        
        Receivable
        
        Stage
        
        TotalBalance, 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)

See accompanying notes to financial statements.

5



REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS












For The Year Ended December 31, 2005
        
        For The Year Ended December 31, 2004
        
        For The Period From
November 30, 1999 (Inception) To December 31, 2005CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
        $
        (114,103)
        $
        (165)
        $
        (114,899)Adjustments to reconcile net loss to net cash used in operating activities:Stock issued for services
        
        100,000
        
        -
        
        100,000In-kind contribution
        
        -
        
        150
        
        900Changes in operating assets and liabilities:Increase in accounts payable and accrued expenses
        
        1,119
        
        -
        
        3,138Net Cash Used In Operating Activities
        
        (12,984)
        
        (15)
        
        (10,861)CASH FLOWS FROM INVESTING ACTIVITIES
        
        -
        
        -
        
        -CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock
        
        2,180
        
        2,900
        
        6,080Advances from stockholder
        
        9,838
        
        -
        
        9,838Net Cash Provided By Financing Activities
        
        12,018
        
        2,900
        
        15,918NET INCREASE (DECREASE) IN CASH
        
        (966)
        
        2,885
        
        1,919CASH AT BEGINNING OF PERIOD
        
        2,885
        
        -
        
        -CASH AT END OF PERIOD
        $
        1,919
        $
        2,885
        $
        1,919SUPPLEMENTAL 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 financial statements.

6



REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005










NOTE 1
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) 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. The Company was organized to provide business services and financing to emerging growth entities. Activities during the development stage include developing the business plan and raising capital.



(B) 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.



(C) 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.



(D) Income Taxes



The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (Statement 109). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. As of December 31, 2005, the Company has a net operating loss carryforward of $116,018 available to offset future
taxable income through 2025. The valuation allowance at December 31, 2005 was $651. The net change in the valuation allowance for the year ended December 31, 2005 was an increase of $38,795.







7



REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005







(E) Fair Value of Financial Instruments



The carrying amounts of the Company's cash and cash equivalents, accounts
payable and loans payable approximate fair value due to the relatively short
period to maturity for these instruments.



(F) Recent Accounting Pronouncements



In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation (FIN) No. 46, Consolidation of Variable Interest Entities (VIE), (revised December 2003 by FIN No. 46R), which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. For variable interests in VIEs created before January 1, 2004, the Interpretation will be applied beginning on January 1, 2005. For any VIEs that must be consolidated under FIN No. 46R that were created before January 1, 2004, the assets, liabilities and non-controlling interests of the VIE initially would be measured at their carrying amounts with any difference between the net amount added to the balance sheet and any
previously recognized interest being recognized as the cumulative effect of an accounting change. If determining the carrying amounts is not practicable, fair value at the date FIN No. 46R first applies may be used to measure the assets, liabilities and non-controlling interest of the VIE. The adoption of FIN No. 46R did not have a material impact on the Companys financial position, results of operations or cash flows as the Company does not have any VIEs.



In December 2004, the FASB issued SFAS No. 123R Share-Based Payment (SFAS 123R), a revision to SFAS No. 123 Accounting for Stock-Based Compensation (SFAS 123), and superseding APB Opinion No. 25 Accounting for Stock Issued to Employees and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, including obtaining employee services in share-based payment transactions. SFAS 123R applies to all awards granted after the required effective date and to awards modified, repurchased, or cancelled after that date. Adoption of the provisions of SFAS 123R is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. The Company is currently in the process
of evaluating the potential impact that the adoption of SFAS 123R will have on its consolidated financial position and results of operations.







8



REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005







In November 2004, the FASB issued SFAS No. 151, Inventory Costs -- an amendment of ARB No. 43, Chapter 4(SFAS 151) This statement clarifies the criteria of abnormal amounts of freight, handling costs, and spoilage that are required to be expensed as current period charges rather than deferred in inventory. In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS 151 is effective for the Company July 1, 2005. The Company is currently in the process of determining the impact of this statement on the Companys financial statements.



In December 2004, the FASB issued SFAS no. 153,Exchanges of Nonmonetary Assets an amendment of APB Opinion No. 29.This Statement addresses the measurement of exchanges of nonmonetary assets. It eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29,Accounting for Nonmonetary Transactions,and replaces it with an exception for exchanges that do not have commercial substance. This Statement specifies that a nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.The Company is currently evaluating the impact of this statement on the financial statements.



In December 2004, the FASB issued SFAS No. 152,Accounting for Real Estate Time-Sharing Transactions an amendment of FASB
Statements No. 66 and 67.This Statement amendsFASB Statement No. 66,
Accounting for Sales of Real Estate,to
reference the financial accounting and reporting guidance for real estate
time-sharing transactions that is provided in AICPA Statement of Position (SOP)
04-2,Accounting for Real Estate Time-Sharing
Transactions.This Statement also amendsFASB Statement No. 67,Accounting for Costs and Initial Rental
Operations of Real Estate Projects,to state that the
guidance for (a) incidental operations and (b) costs incurred to sell real
estate projects does not apply to real estate time-sharing transactions. This
Statement is effective for financial statements for fiscal years beginning after
June 15, 2005. The guidelines of this statement are not applicable to the
Company.



SFAS No. 154 (SFAS 154),Accounting Changes and Error Corrections,was issued in May 2005 and replaces APB Opinion No. 20 and SFAS No. 3 (SFAS 3). SFAS No. 154 requires retrospective application for voluntary changes in accounting principle in most instances and is required to be applied to all accounting changes made in fiscal years beginning after December 15, 2005. The Companys expected April 1, 2006 adoption of SFAS No. 154 is not expected to have a material impact on the Companys consolidated financial condition or results of operations.









9



REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005







(G) 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 December 31, 2005 and 2004, and for the period from November 30, 1999 (inception) to December 31, 2005, respectively there were no common share equivalents outstanding.



(H) Business Segments



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




NOTE 2
        ADVANCES FROM STOCKHOLDER

During 2005, the majority stockholder paid $9,838 of expenses on behalf of the Company. The advances are non-interest bearing and due on demand (See Note 4).




NOTE 3
        STOCKHOLDERS EQUITY

(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.





10



REGENESIS CENTERS, INC.

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

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005







(C) In-Kind Contribution



Since November 30, 1999 (inception) to December 31, 2005, the principal stockholder of the Company paid an aggregate $900 of operating expenses on behalf of the Company. (See Note 4)




NOTE 4
        RELATED PARTY TRANSACTIONS

A stockholder of the Company paid $900 of expenses on behalf of the Company since inception.



During 2005, a stockholder paid $9,838 of expenses on behalf of the Company. The
advances are non-interest bearing and are on due on demand.

NOTE 5
        GOING CONCERN

As reflected in the accompanying financial statements, the Company is in the
development stage with no operations, working capital deficiency and
stockholders deficiency of $9,038 and has a negative cash flow from operations
of $10,861 from inception. 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.





11







ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



None.



ITEM 8A. CONTROLS AND PROCEDURES



Evaluation of disclosure controls and procedures



Our principal executive officer and principal financial officer evaluated our disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c)under the Securities Exchange Act of 1934, as amended) as of a date within 90days before the filing of this annual report (the Evaluation Date). Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, the disclosure controls and procedures in place were adequate to ensure that information required to be disclosed by us, including our consolidated subsidiaries, in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations. Although our principal executive officer and principal financial officer believes our existing disclosure controls and procedures are adequate to
enable us to comply with our disclosure obligations, we intend to formalize and document the procedures already in place and establish a disclosure committee.



Changes in internal controls



We have not made any significant changes to our internal controls subsequent to the Evaluation Date. We have not identified any significant deficiencies or material weaknesses or other factors that could significantly affect these controls, and therefore, no corrective action was taken.



In March 2006, in connection with the audit of our financial statements for the
year ended December 31, 2005 and management's assessment of the effectiveness of
our internal control over financial reporting, we identified the following
material weakness in our internal control over financial reporting as of
December 31, 2005 any of which could result in the misstatement of our interim
or annual financial statements which would not be prevented or detected.



We did not maintain effective controls over the accuracy of our accounts payable and recorded liabilities at December 31, 2005.
Specifically, we did not account for payables made on ourbehalf by our CEO to various vendors for the period ended December 31, 2005.
This material weakness resulted in an adjustment to our year ended December 31, 2005 financial statements.  Subsequent to the balance
sheet date, the Company revised its policy for payments made on behalf of the Company and implemented new control policies and
procedures to ensure the financial statements are accurate.





PART III



ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT



Our directors and officers, as of December 31, 2005 and March 28, 2006, are set forth below. The directors hold office for their respective term and until their successors are duly elected and qualified. Vacancies in the existing Board are filled by a majority vote of the remaining directors. The officers serve at the will of the Board of Directors.






Name
        Age
        Positions and Offices HeldAnne Invernale
        49
        President/Director

Set forth below is the name of our director and officer, all positions and offices with the Company held, the period during which he has served as such, and the business experience during at least the last five years:



ANNE INVERNALE has been our President, Chief Executive Officer, Chief Financial Officer and a member of our Board of Directors since February 14,2005. Anne Invernale, President and Director, has been a Director and Chief Operating Officer of Atlantic PolyPlants, Inc. She is also currently Executive Director and Co-Founder of The Hortus Carus Foundation, Inc., a Non-Profit organization that provides complementary horticultural therapy to both home and hospital based clients. Previously, Ms. Invernale was Operations Manager for M. D. Anderson Cancer Center in Orlando, Florida from2001 to 2003, where she managed and organized the delivery of health careand support services for medical and radiation oncology clients from their entry into the Center and throughout their course of out-client treatment. Ms. Invernale co-authored numerous chapters in a Telephone Triage book for symptom management of the
oncology client published in June, 2004 by the Oncology Nursing Society.



From 1985 to 2000, Ms. Invernale served as Supervisor and Research Assistant for the Derald H. Ruttenberg Cancer Center at Mount Sinai Hospital, New York City. Within the scope of her research she collected, analyzed and was co-author on multiple papers dedicated to finding a cause of some breast cancers thought to be viral in nature. Also, she co-authored After the Storm, written for clients who have completed their cancer treatment and now living with the aftermath of emotions. She worked along side a world renowned oncologist and managed the day-to-day treatment protocols (including Phase I -III trials funded by Pharmaceutical Companies and the National Cancer Institute) for a broad range of oncology clients. Prior to entering nursing, Ms. Invernale worked for Citibank in New York City during 1981, and from 1972 to 1981, she was with Schroeder Bank, holding various responsibilities in
both the Corporate Trust Department, and the Reserve Asset management Program, investing in short-term liquid assets for major Fortune 500 companies. Ms Invernale holds a Baccalaureate in Nursing and in Economics. She is a Registered Nurse and holds an additional Certification for Oncology.



CERTAIN LEGAL PROCEEDINGS



No director, nominee for director, or executive officer has appeared as a party in any legal proceeding material to an evaluation of her ability or integrity during the past five years.



COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT



We have not filed a Form 5 for the year ending December 31, 2005.



AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT



Anne Invernale serves as the sole member of our audit committee.  We do not have an independent audit committee financial expert
srving on our audit committee, since we not believe that the time and expense associates with locating such a financial expert is not
currently justified, given our status as a blank check company.



CODE OF ETHICS



The company has adopted a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer. This Code of Ethics is filed herewith as an exhibit.





ITEM 10. EXECUTIVE COMPENSATION



Our officer and director does not receive any compensation for her services rendered to usand is not accruing any compensation
pursuant to any agreement with us. However, our officer and director received shares of our common stock valued at $100,000 in 2005
and anticipates receiving benefits as a beneficial shareholder of us and, possibly, in other ways.



No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The following table sets forth each person known by us to be the beneficial owner of five percent or more of the Companys Common Stock, all directors individually and all directors and officers of the Company as a group. Except as noted, each person has sole voting and investment power with respect to the shares shown.




Name and Addressof Beneficial Owner
        Amount of Ownership
        Beneficial Percentageof ClassAnne Invernale
        10,000,000
        90.91%5723 Hamilton WayBoca Raton, Florida 33433All Executive Officers
        10,000,000
        90.91%and Directors as a Group(1 Person)

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.



We currently use the offices of management at no cost to us. Management has agreed to continue this arrangement until we complete an acquisition or merger.



ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K




(a)
        The following documents are filed as part of this report:


1.
        Financial statements; see index to financial statements and schedules inItem 7 herein.


2.
        Financial statement schedules; see index to financial statements andschedules in Item 7 herein.


3.
        Exhibits:

The following exhibits are filed with this Form 10-KSB and are identified by the numbers indicated; see index to exhibits immediately following financial statements and schedules of this report.







EXHIBIT INDEX




3.1
        Articles of Incorporation (1)


3.3
        By-laws (1)

(1) Incorporated by reference to our Form 10-SB (SEC File No. 000-51441).



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



Audit Fees



For the Company's fiscal years ended December 31, 2005 and 2004, we were billed approximately $$4,500 and $3,200, respectively, for
professional services rendered for the audit of our financial statements. We also were billed approximately $$2,133 and $0 for the
review of financial statements included in our periodic and other reports filed with the Securities and Exchange Commission for our
year ended December 31, 2005.



Tax Fees



For the Companys fiscal year ended December 31, 2005, we were billed $0
for professional services rendered for tax compliance, tax advice, and tax
planning.



All Other Fees



The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal year ended December 31, 2005.



Pursuant to the requirements of Section 13 or 15(d) 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.





SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.




REGENESIS CENTERS, INC.


By:
        /s/ Anne InvernaleAnne InvernalePresident, Secretary and Director

Dated: March 28, 2006



Pursuant to the requirements of the Securities Exchange Act of 1934, this report

has been signed below by the following persons on behalf of the registrant and

in the capacities and on the dates indicated.




NAME
        TITLE
        DATE


/s/ Anne Invernale
        President, Secretary
        March 28, 2006Anne Invernale
        and Director