UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





Amendment
No. 1 to





FORM
10-K





ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
fiscal year ended December 31, 2008





Commission
File No.


000-50639





RegenoCELL Therapeutics,
Inc.


(Exact
name of registrant as specified in its Charter)





Florida
            
            22-3880440(State
      of Incorporation)
            
            (I.R.S.
      Employer Identification No.)








2 Briar
Lane, Natick, Massachusetts 01760


(Address
of Principal Executive Offices)








(508)
647-4065


(Registrant's
telephone number. including area code)











Securities
registered pursuant to Section 12(g) of the Act: None





Common
Stock, par value $0.0001 per share


(Title of
Class)





OTC
Bulletin Board (Subject To Approval of New Market Maker)


(Name of
Each Exchange on Which Registered)





Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.  [ ]





Indicate
by check mark whether the issuer (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 if disclosure of delinquent filers pursuant to Item405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]








Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer”,
“accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. Yes [X] No [ ]




Large
      Accelerated filer      [
      ]
            Accelerated
      filer [ ]Non-accelerated
      filer (Do not check if
      a smaller reporting company) [ ]
            Smaller
      reporting company [X]





Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act).  Yes [ ]  No [ X]





The
Company's revenues for the year ended December 31, 2008 were $0.




As of
March 23, 2009, the aggregate market value of the voting stock held by
non-affiliates of the registrant (based on a value of  $.02 per share)
on March 23, 2009 was $528,750.





As of
March 23, 2009, there were 131,437,500 shares of the registrant's Common Stock
outstanding.











REGENOCELL
THERAPEUTICS, INC.





Amended
Annual Report on Form 10-K


For
the Year Ended December 31, 2008





FORWARD-LOOKING
STATEMENTS





This
report may contain forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act, and we intend that such forward-looking statements be subject to
the safe harbors created thereby. These forward-looking statements are based on
our management’s beliefs and assumptions and on information currently available
to our management. Any such forward-looking statements would be contained
principally in “Management’s Discussion and Analysis or Plan of Operations” and
“Risk Factors.” Forward-looking statements include information concerning our
possible or assumed future results of operations, business strategies, financing
plans, competitive position, industry environment, potential growth
opportunities and the effects of regulation. Forward-looking statements include
all statements that are not historical facts and can be identified by terms such
as “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,”
“intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,”
“will,” “would” or similar expressions.





Forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by the forward-looking statements. We discuss many of these risks in
greater detail in “Risk Factors.” Given these uncertainties, you should not
place undue reliance on these forward-looking statements. Also, forward-looking
statements represent our management’s beliefs and assumptions only as of the
date of this report. You should read this report and the documents that we
reference in this report and have filed as exhibits to the report completely and
with the understanding that our actual future results may be materially
different from what we expect. Except as required by law, we assume no
obligation to update these forward-looking statements publicly, or to update the
reasons actual results could differ materially from those anticipated in these
forward-looking statements, even if new information becomes available in the
future.











RegenoCELL
Therapeutics, Inc.











Part II--
OTHER INFORMATION





Item 9B.
Other Information





On July
17, 2008, the Issuer filed a Form 8K setting forth a change in control and new
business strategy for the corporation.  As of that filing, Issuer was
no longer a shell corporation and this filing is being amended to reflect that
status.





The new
mission of the Company as of July 16, 2008 is to bring stem cell therapy
treatments to the market as quickly as possible.  The Company has
identified and entered into a Letter of Intent with a company currently treating
patients with adult stem cells for congestive heart failure and other
indications.  TheraVitae, located in Bangkok, Thailand, has developed
a process for which patent applications are pending to identify and process
adult stem cells found in a patient’s blood.  These adult stem cells
are grown into large numbers in vitro (outside the body) and then encouraged to
differentiate into angiogenic precursor cells or blood vessel forming cells for
the treatment of congestive heart failure.  These adult stem cells can
also be used for the treatment of other conditions such as peripheral artery
disease.





Currently
congestive heart failure patients cleared for treatment have one-half pint of
blood drawn which is sent to TheraVitae’s cell processing facility in Israel.
After the adult stem cells in the patient’s blood have been extracted and grown
into large numbers of angiogenic precursor cells, they are sent to Bangkok,
Thailand for infusion into the patient in a minimally invasive
procedure.  The stem cell therapy is either delivered through a
catheter or injected directly into the myocardium.





All
patients are private pay.





The
results to date have been impressive.  Over three hundred (300)
congestive heart failure patients with no other options have shown similar
results to a clinical trial presented to the American Heart Association meeting
in November, 2006 for this therapy.





In that
trial:





·
            Over
      90% of patients reported subjective improvement of their physical
      condition and ability to perform physical
  exercise.





·
            Over
      70% showed improvement in treadmill exercise
  capacity.





·
            Over
      75% of patients showed objective improvement in the perfusion defect of
      the ischemic region.





The
Company has entered into a Letter of Intent which provides for two basic
businesses. The first is an opportunity to generate revenue in the short term
for the treatment of congestive heart failure.  The second is an
opportunity to generate substantial revenues in the long term for the treatment
of peripheral artery disease.





The first
stem cell business is a non exclusive license to establish  clinics
initially in Mexico and later in the Caribbean (exclusive of the Dominican
Republic) to treat patients with TheraVitae’s stem cell therapy for congestive
heart failure and all other cardiovascular indications. The non exclusive
license is for four years but automatically renewable if 500 patients are
treated in either year three or four.










Patients
may not be treated in the United States.  However patients from the
United States may be identified, qualified, agree to the treatment, pay for the
treatment in advance and then have their blood drawn for processing by
TheraVitae. When the stem cell therapy is ready for administration, the patient
will travel outside the United States to a clinic in Mexico or the Caribbean
operated by a subsidiary of the Company to be formed to receive the
treatment.  Because this is an autologous treatment, it is anticipated
that the regulatory requirements for administering this stem cell therapy in
Mexico and the Islands of the Caribbean will be less extensive than the United
States.  The market size for congestive heart failure in the United
States is so large that multiple treatment clinics will be needed to handle
potential demand.  Approximately five million patients have been
diagnosed in the United States with congestive heart failure.





There are
over 1,100 investigation stem cell clinical trials being conducted in the United
States.  It will take multiple years for any product to be approved,
especially   products derived from embryonic or umbilical cord
blood stem cells. In the interim, patients may benefit from adult stem cell
treatment today through identification and qualification in the United States
and the administration of treatment outside the United States.  The
Company intends to be one of the first companies to benefit from the commercial
possibilities associated with adult stem cell therapy through the establishment
of clinics initially in Mexico and later in the Caribbean where patients from
the United States may be treated.  Thus, the Company will be among the
first to be able to earn revenues from adult stem cell therapy.





The
second business is an exclusive license for the United States, Canada and Mexico
for the treatment of peripheral artery disease.  The exclusive license
is for four years automatically renewable for additional four year periods if
there is either (a) an active IND in the United States or (b) an approval to
market for peripheral artery disease in the United States.  Over ten
million Americans suffer from poor circulation to their extremities. Peripheral
artery disease is especially prevalent among diabetics.  After
standard treatments fail, the only alternative is amputation of the toes, foot
or leg, sometimes fingers, hand or arm.  TheraVitae’s stem cell
therapy has been shown in pilot clinical trials to re-establish blood flow to
the extremities resulting in saving the limbs from amputation.





The
process for treating peripheral artery disease is very similar to the process
for treating congestive heart failure.  After the patient is
qualified, a half liter of blood is drawn and sent to TheraVitae for
processing.  The adult stem cells are extracted, grown into large
numbers and then encouraged to become angiogenic precursor
cells.  This adult stem cell therapy is then injected in multiple
locations in the limb which is experiencing poor circulation.





The
Company will be responsible for all costs associated with obtaining all required
regulatory approvals for the treatment of peripheral artery disease in the
United States, Canada and Mexico.  It intends to submit to the Food
and Drug Administration an Investigational New Drug (“IND”) application for
authorization to initiate clinical trials in the United States and complete what
is necessary to apply for regulatory approval to market the
product.  Such an approval in the United States will have substantial
potential since the market size is large and flexibility of pricing is great
given the alternative of amputation.





The
Issuer has been granted access to the data demonstrating the safety and efficacy
of this adult stem cell treatment.  Such access will make it possible
to expeditiously seek the necessary regulatory approvals to treat patients in
Mexico or initiate clinical trials in the United States.














Part
IV





Item
15.  EXHIBITS





(31.1)
Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of
1934, as adopted pursuant to section 302 of the Sarbanes-Oxley act of
2002.





(32.1)
Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.




Signatures





Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





REGENOCELL
      THERAPEUTICS, INC.August
      27, 2009
            By: 
      /s/ James F.
      MongiardoJames
      F. MongiardoPrincipal
      Executive Officer,President,
      Principal FinancialOfficer,
      Principal AccountingOfficer
      and Director