UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





AMENDMENT TWO 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, 2010





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)





Over-the-Counter Bulletin Board


(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. o





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 o   No x





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. o





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





Large Accelerated filer o
Accelerated filer oNon-accelerated filer (Do not checkif a smaller reporting company) o
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 o   No x





The Company's revenues for the year ended December 31, 2010 were $910,048.




As of March 31, 2011, the aggregate market value of the voting stock held by non-affiliates of the registrant (based on a value of  $.50 per share) on March 31, 2011 was $33,343,750.





As of March 31, 2011, there were 81,687,500 shares of the registrant's Common Stock outstanding.











REGENOCELL THERAPEUTICS, INC.





Amendment Two to Annual Report on Form 10-K


For the Year Ended December 31, 2010





This Amendment Two to Annual Report on Form 10-K for the year ended December 31, 2010 is being filed to correct language in ITEM 9A.Controls and Procedures, as follows:





ITEM 9A.      CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





In connection with the preparation of this annual report on Form 10-K/A, an evaluation was carried out by our management, with the participation of the Chief Executive Officer and Principal Accounting Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of December 31, 2010. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms


and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Principal Financial Officer, to allow timely decisions regarding required disclosures.





Based on that evaluation, our management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the SEC's rules and forms.





Management's Report on Internal Control Over Financial Reporting





Management of our company is responsible for establishing and maintaining adequate internal control over financial reporting. Our company's internal control over financial reporting is a process, under the supervision of the Chief Executive Officer and the Principal Accounting Officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with United States generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:





•           Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company'sassets;





•           Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance withgenerally accepted accounting principles, and that receipts andexpenditures are being made only in accordance with authorizations of management and the Board of Directors; and








•           Provide reasonable assurance regarding prevention or timely detection of  unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.





Our management conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").





Based on this assessment, our management has concluded that, as of December 31, 2010, the Company's internal control over financial reporting is effective.





Changes in Internal Control over Financial Reporting





As of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended December 31, 2010, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





Item 15.  EXHIBITS.





Exhibit Number
Description





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




REGENOCELL THERAPEUTICS, INC.Dated:October 28, 2011
By:
/s/ James F. MongiardoJames F. MongiardoPresident and Chief Executive Officer





In accordance with 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 indicated on October 28, 2011.




/s/ James F. MongiardoJames F. MongiardoPrincipal Executive Officer,

President, Principal Financial

Officer, Principal Accounting

Officer and Director/s/ Joanna C. CooganSecretary