UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



AMENDMENT THREE 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)



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  ̈ 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.  ̈



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 |  | Smaller reporting company x
|if a smaller reporting company)  ̈   |  |                            



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, 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.











EXPLANATORY NOTE



This Amendment Three on Form 10-K/A amends
and restates in its entirety the Annual Report on Form 10-K for the period ended December 31, 2010 (the “Original Report”)
and is being filed by RegenoCELL Therapeutics, Inc. (the “Company”) to correct certain errors that occurred in the
filing of the Original Report.



During November 2012, the Company discovered
material errors associated with the financial statements issued for the period January 1, 2010 to December 31, 2010.



The Company has determined that its previously
filed Form 10-K included an amount related to payroll liabilities that was overstated by $259,142.  The previous balance was
$391,124; the new restated amount is $131,982. As a result the Company restated the December 31, 2010 financial statements.



Unless expressly noted
otherwise, the disclosures in this Form 10-K/A continue to speak as of the date of the Original Report, and do not reflect events
occurring after the filing of the Original Report.   The filing of this Form 10-K/A shall not be deemed an admission
that the Original Report, when made, included any untrue statement of a material fact or omitted to state a material fact necessary
to make a statement not misleading.



REGENOCELL THERAPEUTICS, INC.

INDEX TO ANNUAL REPORT ON FORM 10-K/A

Fiscal Year Ended December 31, 2010



|PART I   |  |                                                                                                             
|-------- |  | ------------------------------------------------------------------------------------------------------------
|         |  |                                                                                                             
|Item 1.  |  | Business                                                                                                    
|Item 1A. |  | Risk Factors                                                                                                
|Item 1B. |  | Unresolved Staff Comments                                                                                   
|Item 2.  |  | Properties                                                                                                  
|Item 3.  |  | Legal Proceedings                                                                                           
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                         
|         |  |                                                                                                             
|PART II  |  |                                                                                                             
|         |  |                                                                                                             
|Item 5.  |  | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|Item 6.  |  | Selected Financial Data                                                                                     
|Item 7.  |  | Management’s Discussion and Analysis or Plan of Operations                                                  
|Item 7A. |  | Quantitative and Qualitative Disclosures about Market Risk                                                  
|Item 8.  |  | Financial Statements and Supplementary Data                                                                 
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                        
|Item 9A. |  | Controls and Procedures                                                                                     
|Item 9B. |  | Other Information                                                                                           
|         |  |                                                                                                             
|PART III |  |                                                                                                             
|         |  |                                                                                                             
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                                      
|Item 11. |  | Executive Compensation                                                                                      
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters              
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                                   
|Item 14. |  | Principal Accounting Fees and Services                                                                      
|         |  |                                                                                                             
|PART IV  |  |                                                                                                             
|         |  |                                                                                                             
|Item 15. |  | Exhibits                                                                                                    



2







PART I.



Item 1.   BUSINESS



Overview of the Company and its Prior Strategy



We were incorporated in Florida on February 1, 2002.



Prior Operations.



We were seeking the proper mix of product offerings,
community identity and unique venue for cafes.  We spent time developing the proper taste we want to offer to our customers
in coffee selection, the right reasons that customers will choose us over many other choices as well as develop an adequate base
of financial support to sustain operations through the period necessary until cash flow from operations can sustain us.  We
did not have any operating locations built, nor any agreements in place to open any locations.  The primary reason we
did not opened a location is the financial requirement necessary to operate at a level necessary to sustain operations through
the first six months. We anticipated that amount to be $150,000 which we were unable to raise.



Our Prior Business.



We planned to develop cafes in South Carolina and then in other
states in the South East, featuring gourmet coffee, pastries and related items. Our objective was to develop cafes that will provide
a forum for rapid service and a strong community identity with the widespread popularity of coffee and related products.  We
intended to meet what we believe is an increasing demand for convenience and community at an affordable price.



Due to intense competition, we believed that it was no longer good
enough just to open a cafe.  We believed that cafe owners must look for ways to differentiate their cafe from others
in order to achieve and maintain a competitive advantage.



We recognized this need for differentiation and strongly believed
that two features would add to this competitive advantage.  The first concept was to offer a convenient drive through
that would allow the morning commuters rapid access to coffee without having to find parking and exit their automobile.  Secondly,
we intended to have an active program of artistic entertainment and dialog through literature readings and orchestrated debates.



The Stem Cell Business Opportunity



On July 16, 2008 the Company changed focus to
a new stem cell therapy business opportunity as set forth in a Letter of Intent dated March 31, 2008 with TheraVitae, Inc. by completing
several actions. These actions included the filing of  Amended Articles of Incorporation which among other matters changed
the name of the corporation to RegenoCELL Therapeutics, Inc. and increased its authorized capitalization to 600,000,000 shares,
approved Amended Bylaws, issued restricted common shares, par value $.0001 per share, to Douglas T. Rice (250,000), Domenic Mazza
(5,000,000) and James F. Mongiardo (15,000,000), ratified the March 31 Letter of Intent with TheraVitae, and approved the Employment
Agreement with James F. Mongiardo as President and Chief Executive Officer.



The Letter of Intent with TheraVitae provides
for a non-exclusive license in Mexico and later the Islands of the Caribbean to commercialize TheraVitae’s stem cell therapy
for cardiovascular indications.  The Company may establish clinics to treat congestive heart failure patients with VesCell,
TheraVitae’s stem cell therapy.  It also provides for an exclusive license in the United States, Canada and Mexico
to obtain regulatory approvals and then market VesCell stem cell therapy for the treatment of peripheral artery disease.



Further in connection with this change in business focus, the Board
of Directors accepted the resignations of Scott Massey and Phillips N. Dee as Directors and Officers of the Company and elected
James F. Mongiardo to fill the vacancy on the Board.  Mr. Mongiardo was also elected to serve as Chief Executive Officer,
President, Treasurer and Secretary.



3







Stem Cell Therapy



The ability to treat disease has been enhanced
in the past two decades through the development of products utilizing techniques commonly referred to as “biotechnology”.  Our
ability to treat has also been enhanced by a better understanding of the human genome.  Added to this mix of advanced
new treatments have been products which are tissue engineered, that is utilizing cells to create tissue which treats the disease
or damaged tissue.  Holding great promise for significant new advances in the treatment of disease and damaged tissue
are stem cells.



Stem cells are cells which have the ability
to produce other cells identical to themselves or to differentiate into specific cell lineages.  With these properties,
stem cells play important roles in normal development and in the regeneration and repair of damaged tissue through the ability
to differentiate into the type of cell needed for growth or repair.



The main sources of stem cells include (1) embryonic
and fetal tissues; (2) umbilical cord blood; and (3) adult stem cells.  Embryonic stem cells are totipotent which means
that they can differentiate into all cell types.  Use of embryonic stem cells has been subject to ethical controversy.  Because
their proliferation is difficult to control, they have been linked to the formation of cancers.  More importantly, they
possess a genome which is different than the patient’s genome raising safety issues which will take extensive clinical testing
to resolve.



Umbilical cord blood stem cells are also capable
of significant differentiation.  While not being subject to ethical controversy as embryonic stem cells, they still possess
a genome which is different than the patient’s genome.  Many different choices may get a similarity in genomes
but it will never be an identical match to the one person whose umbilical cord blood is being used to create the stem cells.



Adult stem cells are different.  They
are autologous, meaning that they are derived from the patient for use in that patient.  Typical sources of adult stem
cells include bone marrow or blood.  Any tissue of the patient may be used.  Adult stem cells are capable of
differentiating into a variety of cell types without a risk of immunological rejection.  Without the safety concerns
of immunological rejection associated with embryonic and umbilical cord blood stem cells, it is expected that the first stem cell
products to market will be derived from adult stem cells.



Stem Cell Business



The mission of the Company is to bring stem
cell therapy treatments to the market as quickly as possible.  The Company’s therapy utilizes a process 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 the Company’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, the Dominican Republic or other locations 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.



4







The results to date have been impressive.  After
an animal trial in nude rats demonstrated safety and efficacy after myocardial infarction, a clinical trial was conducted with
24 patients.  Statistically significant improvements between baseline and the three month and six month follow-up were
achieved for:



| | · | Improvement in the six minutes walking test.
| | - | --------------------------------------------



| | · | Increase in metabolic equivalent units (METs) during the stress test.
| | - | ---------------------------------------------------------------------



| | · | Decrease in the perfusion defect at region of the target artery.
| | - | ----------------------------------------------------------------



| | · | Decrease in the Canadian Cardiovascular Society (CCS) Grading Scale.
| | - | --------------------------------------------------------------------



Subsequent to this clinical trial, compassionate
use treatment of no option congestive heart failure patients began.  In total over five hundred (500) patients have been
treated with this stem cell therapy.  The compassionate use results are very similar to the initial clinical trial reported.  Many
of these compassionate use patients are from the United States and are still living many months and years after they had been told
they would not survive more than three to six months.



Business Opportunity



The Company has acquired certain assets and
assumed certain liabilities of Thera Vitae, Ltd. through its wholly owned Israeli subsidiary, Regenocell Laboratories, Ltd.  As
a result on February 4, 2010 the Company’s primary asset is Regenocell Laboratories Ltd. which is manufacturing and selling
stem cell therapy product used to treat congestive heart failure and peripheral artery disease.  Purchases are being
made to treat patients for these indications in several countries.  It is anticipated that purchases will also be made
to treat patients in additional countries.



The primary source of patients being treated
for congestive heart failure is the United States.



The initial stem cell business focus is to treat patients outside
the United States for congestive heart failure and all other cardiovascular indications.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 it in advance and then have their blood drawn for processing.  When the stem cell therapy is ready for administration,
the patient will travel outside the United States to a jurisdiction in which autologous therapy is permitted with minimal regulatory
requirements.  The treatment will be administered in a catherization laboratory at a Company approved hospital.  Approximately
five million patients have been diagnosed in the United States with congestive heart failure.  Up to seven hundred thousand
(700,000) new cases are diagnosed each year.



The Company intends to find patients in the United States through
its contacts with physicians and other health care professionals, a website, recommendations from professionals seeking alternative
healthcare options for patients, public relations, standard marketing and word of mouth from treated patients.  Once
a patient expresses interest and is preliminarily qualified, that patient will travel to Los Angeles and be screened by the Company’s
Chief Medical Officer at Titan Imaging located at 9201 Sunset Boulevard, Suite M-150, West Hollywood, California 90069.  After
being approved, the patient will enter into a Cell Product Supply Agreement and pay in advance for.  That payment amount
is anticipated to be either $55,000 which will be paid by the patient.



5







After the Company receives payment, the patient’s
blood will be collected and sent to the Company’s subsidiary cell processing facility in Israel.  The patient will
travel to a jurisdiction where the autologous therapy can be administered with minimal regulatory requirements in a Company approved
hospital.



Alternatively, the Company will sell its stem cell therapy to distributors
which in turn treat the patient in a Company approved hospital.  The Company is working with three distributors with
additional distributors expected during 2011.



There are over 1100 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 treatment of patients from the United States in Mexico.



The second stem cell business focus is to obtain regulatory approval
to treat peripheral artery disease (“PAD”) in the United States and Europe.  Over ten million Americans suffer
from poor circulation to their extremities with a similar number in Europe.  PAD 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.  This
adult 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 PAD 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 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 intends to obtain an Investigational New Drug exemption
and its equivalent in Europe to initiate clinical trials designed to obtain regulatory approval to market the product from both
the Food and Drug Administration and the EMEA.  We believe that such an approval in the United States and Europe will
have block buster potential, meaning that the market size is so large and flexibility of pricing so great given the alternative
of amputation, that the approved PAD stem cell therapy product may potentially generate revenues in excess of one billion dollars
per annum.  Thus, this second business has substantial long term upside potential.



On January 7, 2010, the Company through its
wholly owned Israeli subsidiary, Regenocell Laboratories, Ltd., acquired certain assets and assumed certain liabilities of TheraVitae,
Ltd. The transaction closed on February 4, 2010. Pursuant to the terms of the agreement, certain assets were acquired and certain
liabilities assumed.  These assets include all the manufacturing and office equipment and the transfer of the lease.   All
the employees were terminated then offered and accepted employment with Regenocell Laboratories, Ltd.  Concurrent with
this Asset Purchase Agreement, a second Assignment of Rights Agreement was executed with Yieldex, Ltd. The second agreement provides
for the acquisition of certain rights.  This includes clinical data, the non-exclusive use of the CRM System which manages
clinical data and input necessary to schedule a patient for stem cell production, and all rights in patent and patent applications,
if any, in connection with activities of stem cell research, therapy development and clinical trials under the trade name ”TheraVitae”
for the world except for Asia.  Israel is excluded by definition from being part of Asia.  The cash price is
$5,000,000 (five million United States dollars), of which $75,000 was paid to TheraVitae Limited and $25,000 to Yieldex on January
7.  The balance is due in monthly installments on or before January 4, 2015.  Minimum installments are $5,000
per patient processed in Israel after the first eight patients during the preceding month.  In addition 25% of any equity
raised by the Company will be applied to the outstanding balance.  In addition 40,000,000 (forty million) shares of the
Company’s common stock, par value $.0001, was issued to Yieldex Ltd and its nominees.  The 40,000,000 shares are
restricted and subject to a two year Lock-Up period beginning January 4, 2010.  These shares are also subject to a voting
agreement.



6







As a result of the actions described above,
on February 4, 2010 the Company’s primary business operation is the Regenocell Laboratories Ltd. manufacturing and selling
of stem cell therapy products used to treat congestive heart failure and peripheral artery disease.  Purchases are being
made to treat patients for these indications in Bangkok, Thailand and the Dominican Republic.  It is anticipated that
purchases will also be made to treat patients in Mexico and other countries.



The processing of eight patients during a month at Regenocell Laboratories,
Ltd. will result in revenues exceeding $130,000.  The combination of the existing business being serviced by the manufacturing
operations and the addition of patients to be treated in other locations is expected to keep patient flow for the manufacturing
facility at or above the breakeven of eight patients.  Capacity at the current configuration of the manufacturing facility
is more than double the breakeven.  There can be no assurance of any patient flow for any given month.



Patients have been treated in Bangkok, Thailand and the Dominican
Republic.  The business of the Company’s subsidiary providing for cell processing services will be expanded through
the anticipated expansion by the Company to treat patients in other jurisdictions in which there are minimal requirements for autologous
therapy.  In addition new distributors are expected to expand treatment sites into new countries.  Such expansion
will make it more convenient for patients to receive the Company’s adult stem cell therapy and increase the total number
of patients being treated per month.



Manufacturing and Distribution



We will be purchasing the stem cell therapy from our wholly owned
subsidiary, Regenocell Laboratories, Ltd. at the same price it is currently selling to other customers.  These other
customers are treating patients in Bangkok and the Dominican Republic.  It is anticipated that other customers will be
added over time.  There is sufficient capacity to fulfill expanded orders over present monthly order flow.  Distribution
will remain the same with blood being drawn from the patient by the customer, sent to Regenocell Laboratories, Ltd. in Israel for
cell processing and the resulting cells being sent to the customer for administration to the patient in the country designated
by the customer.



7







Competition



With over 1,100 stem cell clinical trials authorized
by the United States Food and Drug Administration in the United States, there are many companies researching and developing progenitor
cell treatments for cardiovascular disease and peripheral artery disease. Among these are a number of well-established companies
with recognized names.  In order to effectively compete, we will be required to make substantial investments in sales
and marketing as well as research and development.  Many products are sold by companies with greater resources than the
Company and there is no assurance that we will be successful in gaining significant market share for the treatment of congestive
heart failure outside the United States with stem cell therapy, obtaining approval to market stem cell therapy in the United States
for the treatment of peripheral artery disease or even with such approval that such product will earn a return on investment.



While there are many approved treatment options for congestive heart
failure and peripheral artery disease, the focus of the Company is on no option patients.  Thus, the many approved treatment
options are no longer effective and the patient is either at risk of dying within a short period of time (congestive heart failure)
or having a limb amputated (peripheral artery disease).  There are many investigations and research programs underway
by companies with more resources to develop new treatment options which would be competitive to the Company’s stem cell therapy.  In
addition to the potential competition from these efforts, the Company does have one primary direct competitor for the treatment
outside the United States of congestive heart failure patients. Regenocycte Therapeutic, LLC has established a
clinic in the Dominican Republic for the administration of stem cell therapy which will be purchased from Regenocell Laboratories,
Ltd.



Regardless of any perceived or actual benefits and advantages, our
technologies and products may be rendered obsolete or noncompetitive as a result of products introduced by competitors.  Most
of our competitors have substantially greater financial and technical resources, production and marketing capabilities and related
experience.  The greater resources, capabilities and experience of our competitors may enable them to develop, manufacture
and market their products more successfully and at a lower cost.  In addition, many of our competitors have significantly
greater experience in conducting preclinical testing and clinical trials and obtaining regulatory approvals.  Accordingly,
our competitors may succeed in obtaining Food and Drug Administration (“FDA”) and related approvals for products more
rapidly than we will, which may give them an advantage in achieving market acceptance of their products.



Moreover, our technologies and products will
likely be affected by technological change in the future.  Management will have to continue to stay abreast of these
changes as they affect product configuration, and will have to remain vigilant and nimble in order to prevent early investments
from becoming obsolete and other competitive firms who enter later obtaining an advantage with newer technologies and processes.  There
can be no assurances that we will be able to successfully develop and market our products or respond effectively to technological
changes or new product announcements by others.  Further, our success depends on the popularity of our products and services
and related technology in the commercial arena, which we cannot guarantee. We also cannot guarantee that our products and services
will not become unmarketable or obsolete by a competitor’s more rapid introduction to the marketplace.



Intellectual Property Matters



Where appropriate, we will seek patent, trademark and other proprietary
rights protection for the products and brands we develop or introduce.  In other cases, we will seek to license the rights
to use the patents, trademarks and other proprietary rights of others in support of our business strategy.  However,
there can be no assurance that patent, trademark and other proprietary rights will issue for any applications we file or that we
will be able to license such products and rights on terms acceptable to the Company, or at all.  To date, the Company
has not filed any applications or registrations for any patent, trademark and other proprietary rights.



8







Regulatory Matters



The research and development, preclinical studies
and clinical trials, and ultimately, the culturing, manufacturing, marketing and labeling of our product candidates are subject
to extensive regulation by the FDA and other regulatory authorities in the United States and other countries. All approvals necessary
to manufacture the stem cell therapy product in Israel for use outside of Israel has been obtained by Regenocell Laboratories,
Ltd. While stem cell therapy may be regulated pursuant to different statutes, we believe that stem cell therapy is subject to regulation
in the United States as a biological product.  Whatever regulatory pathway is selected by the FDA, any pathway will involve
similar requirements as those for biological products.



Biological products are subject to regulation
under the Federal Food, Drug, and Cosmetic Act, or the FD&C Act, the Public Health Service Act, or the PHS Act and their respective
regulations as well as other federal, state, and local statutes and regulations. The FD&C Act and the PHS Act and the regulations
promulgated thereunder govern, among other things, the testing, cell culturing, manufacturing, safety, efficacy, labeling, storage,
record keeping, approval, clearance, advertising and promotion of stem cell therapy. Preclinical studies, clinical trials and the
regulatory approval process typically take years and require the expenditure of substantial resources. If regulatory approval or
clearance of a product is granted, the approval or clearance may include significant limitations on the indicated uses for which
the product may be marketed.



FDA Regulation — Approval of Biological Products



The steps ordinarily required before a biological
product may be marketed in the United States include:



| | • | completion of preclinical studies according to good laboratory practice regulations;
| | - | ------------------------------------------------------------------------------------



| | • | the submission of an IND application to the FDA, which must become effective before human clinical trials may commence;
| | - | -----------------------------------------------------------------------------------------------------------------------



| | • | performance of adequate and well-controlled human clinical trials according to good clinical practices to establish the safety and efficacy of the proposed biological product for its intended use;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | satisfactory completion of an FDA pre-approval inspection of the manufacturing facility or facilities at which the product is manufactured, processes, packaged or held to assess compliance cGMP; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the submission to, and review and approval by, the FDA of a biologics license application, or BLA, that includes satisfactory results of preclinical testing and clinical trials.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



9







Preclinical tests include laboratory evaluation
of the product candidate, its formulation and stability, as well as animal studies to assess the potential safety and efficacy
of the product candidate. The FDA requires that preclinical tests be conducted in compliance with good laboratory practice regulations.
The results of preclinical testing are submitted as part of an IND application to the FDA together with manufacturing information
for the clinical supply, analytical data, the protocol for the initial clinical trials and any available clinical data or literature.
A 30-day waiting period after the filing of each IND application is required by the FDA prior to the commencement of clinical testing
in humans. In addition, the FDA may, at any time during this 30-day waiting period or any time thereafter, impose a clinical hold
on proposed or ongoing clinical trials. If the FDA imposes a clinical hold, clinical trials cannot commence or recommence without
FDA authorization.



Clinical trials to support BLAs involve the
administration of the investigational product to human subjects under the supervision of qualified investigators. Clinical trials
are conducted under protocols detailing, among other things, the objectives of the study, the parameters to be used in monitoring
safety and the efficacy criteria to be evaluated.



Clinical trials are typically conducted in
three sequential phases, but the phases may overlap:

In Phase I clinical trials, the initial introduction
of the biological product candidate into human subjects or patients, the product candidate is tested to assess safety, dosage tolerance,
absorption, metabolism, distribution and excretion, including any side effects associated with increasing doses.

Phase II clinical trials usually involve studies
in a limited patient population to identify possible adverse effects and safety risks, preliminarily assess the efficacy of the
product candidate in specific, targeted indications; and assess dosage tolerance and optimal dosage.

If a product candidate is found to be potentially
effective and to have an acceptable safety profile in Phase II evaluations, Phase III trials are undertaken within an expanded
patient population at multiple study sites to further demonstrate clinical efficacy and safety, further evaluate dosage and establish
the risk-benefit ratio of the product and an adequate basis for product labeling.

Phase IV, or post-marketing, trials may be
mandated by regulatory authorities or may be conducted voluntarily. Phase IV trials are typically initiated to monitor the safety
and efficacy of a biological product in its approved population and indication but over a longer period of time, so that rare or
long-term adverse effects can be detected over a much larger patient population and time than was possible during prior clinical
trials. Alternatively, Phase IV trials may be used to test a new method of product administration, or to investigate a product’s
use in other indications. Adverse effects detected by Phase IV trials may result in the withdrawal or restriction of a drug.



If the required Phase I, II and III clinical
testing is completed successfully, the results of the required clinical trials, the results of product development, preclinical
studies and clinical trials, descriptions of the manufacturing process and other relevant information concerning the safety and
effectiveness of the biological product candidate are submitted to the FDA in the form of a BLA. In most cases, the BLA must be
accompanied by a substantial user fee. The FDA may deny a BLA if all applicable regulatory criteria are not satisfied or may require
additional data, including clinical, toxicology, safety or manufacturing data. It can take several years for the FDA to approve
a BLA once it is submitted, and the actual time required for any product candidate may vary substantially, depending upon the nature,
complexity and novelty of the product candidate.



10







Before approving an application, the FDA will
inspect the facility or facilities where the product is manufactured. The FDA will not approve a BLA unless it determines that
the manufacturing processes and facilities are in compliance with cGMP requirements.



If the FDA evaluations of the BLA and the manufacturing
facilities are favorable, the FDA may issue either an approval letter or an approvable letter. The approvable letter usually contains
a number of conditions that must be met to secure final FDA approval of the BLA. When, and if, those conditions have been met to
the FDA’s satisfaction, the FDA will issue an approval letter. If the FDA’s evaluation of the BLA or manufacturing
facility is not favorable, the FDA may refuse to approve the BLA or issue a non-approvable letter that often requires additional
testing or information.



There can be no assurances that approval will be granted for stem
cell therapy or any future product or product candidate, whether in the United States or elsewhere, on a timely basis or at all.  Furthermore,
if approval is granted, the product would be subject to continuing regulatory regulations and oversight.  The approval
process is expensive and can take a long time to complete, and the cost involved in satisfying applicable ongoing compliance requirements
is high.



Research and Development



The Company did not invest in research and development for its previous
business plan to develop cafes in South Carolina and then in other states in the South East featuring gourmet coffee, pastries
and related items.  In order to implement the new business strategy, the Company will have to invest in research and
development with respect to its treatment of patients outside the United States for submitting an IND for stem cell therapy treatment
for peripheral artery disease in the United States and Europe and conducting the clinical trials necessary to apply for approval
to market for this indication.  In addition Regenocell Laboratories, Ltd. will invest in research and development to
create new stem cell therapy products.



Employees



The Company currently employs one individual,
James F. Mongiardo.  Regenocell Laboratories, Ltd. has eight (8) employees.



Item 1A.  Risk Factors



Risks Concerning Our Business



The new stem cell business is subject to claims by TheraVitae,
Inc. that it is covered by intellectual property owned by it.



As more fully described in Legal Proceedings, our new stem cell
business is subject to claims by TheraVitae, Inc. that it is covered by intellectual property owned by it.  While the
Company disputes these claims, there is no assurance that litigation pending in Canada will be resolved in the Company’s
favor.



11







There is no assurance that there will be sufficient monthly patient
flow for Regenocell Laboratories, Ltd. to break even.



Patient flow is dependent upon marketing efforts of other companies
and changing regulatory climates.  There is no assurance that there will be sufficient monthly patient flow for Regenocell
Laboratories, Ltd. to break even.



Any adverse development in our ability to treat patients outside
the United States with stem cell technology could substantially depress our stock price and prevent us from raising the capital
we will need to further develop our stem cell technology.



To an unusual extent, our ability to progress as a company is significantly
dependent on our ability to treat patients outside the United States with stem cell technology.  Any clinical, regulatory
or other development that prevents or delays us from treating patients outside the United States, or any safety issue or adverse
side effect to any patient that occurs during such treatment, or the failure to enroll patients as anticipated or to show the results
expected by investors, would likely significantly impact our plan of operations  and could prevent us from raising the
substantial additional capital we will require to further develop stem cell technologies.



We have limited operating capital and will likely seek additional
financing in the future.



The growth of our business will require significant additional investment.  We
do not presently have adequate cash from operations or financing activities to meet our short-term or long-term needs and are dependent
on cash infusions in order to continue operations.  We are dependent on and intend to use a substantial portion of the
proceeds from the sale of the Shares in this Offering to implement our business plan.  We anticipate, based on currently
proposed plans and assumptions relating to our operations, that the proceeds from the Offering, together with projected cash flows
from operations, will be sufficient to satisfy our contemplated cash requirements for a minimum of 18 months following the consummation
of this Offering.



However, even if all shares offered through this memorandum are
sold, and we raise gross proceeds of $2,500,000, there can be no assurance that we will be successful in executing our plan or
achieving profitability.  Due to our early stage of operations, regardless of the amount of funds raised, there is a
substantial risk that all investors may lose all of their investment.  Even if all shares offered through this memorandum
are sold, we expect that we may seek additional financing in the future.



Our financial situation is precarious and, based on currently
estimated operating expenses, our existing capital resources may not be sufficient to fund our operations beyond the next 6 months.



We have incurred significant operating losses and negative cash
flows from operations since inception. We have not achieved profitability and may not be able to realize sufficient revenues to
achieve or sustain profitability in the future. We expect to incur additional and increasing operating losses. We have limited
liquidity and capital resources and must obtain significant additional capital resources in order to sustain our product development
efforts and for acquisition of technologies and intellectual property rights, preclinical and clinical testing of our anticipated
products, pursuit of regulatory approvals, acquisition of capital equipment, laboratory and office facilities, establishment of
production capabilities, maintaining and enforcing our intellectual property portfolio, general and administrative expenses and
other working capital requirements. We rely on cash reserves and proceeds from equity offerings to fund our operations. If we exhaust
our cash reserves and are unable to realize adequate financing, we may be unable to meet operating obligations and be required
to initiate bankruptcy proceedings. Our existing capital resources may not be sufficient to fund our operations beyond the next
6 months. We intend to pursue opportunities to obtain additional financing in the future through equity and debt financings, corporate
alliances, grants and collaborative research arrangements. The source, timing and availability of any future financing will depend
principally upon market conditions, interest rates and, more specifically, on our progress in our exploratory, preclinical and
future clinical development programs. Funding may not be available when needed — at all or on terms acceptable to us. Lack
of necessary funds may require us to delay, scale back or eliminate some or all of our research and product development programs
and/or our capital expenditures or to license our potential products or technologies to third parties.



12







Our productdevelopment programs are based on novel
technologies and are inherently risky.



We are subject to the risks of failure inherent in the development
of products based on new technologies. The novel nature of our therapeutic products creates significant challenges in regards to
product development and optimization, manufacturing, government regulation, third party reimbursement and market acceptance. For
example, the FDA has relatively little experience with stem cell-based therapeutics, and the pathway to regulatory approval for
our product candidates may accordingly be more complex and lengthy than the pathway for new conventional drugs. These challenges
may prevent us from developing and commercializing products on a timely or profitable basis or at all.



Our technology is at an early stage of development, and we may
fail to develop any commercially acceptable or profitable products.



Before we may commercially market any product in the United States,
we must obtain regulatory approval from the FDA after conducting extensive preclinical studies and clinical trials that demonstrate
that our product candidates are safe and effective for each disease for which we seek approval. We expect that none of our stem
cell therapy product candidates will be commercially available for five years, if at all, in the United States.



In the United States we will have to obtain approval from the FDA
to conduct clinical trials.



There is no assurance that the FDA will ever grant such approval.  Even
with approval by the FDA to conduct Phase I or Phase I/II clinical trials, there can be no assurance that the clinical investigators
will be able to identify suitable candidates for the trials or of a successful outcome of the trials if candidates are enrolled.
We may fail to obtain regulatory approvals or to commercialize any products.  Any product using stem cell technology
may fail to:



| | o | provide the intended therapeutic benefits; or                                                         
| | - | ------------------------------------------------------------------------------------------------------
| | o | achieve therapeutic benefits equal to or better than the standard of treatment at the time of testing.



In addition, our products may cause undesirable side effects. Results
of preclinical research may not be indicative of the results that will be obtained in later stages of preclinical or clinical research.
If regulatory authorities do not approve our products or if we fail to maintain regulatory compliance, we would be unable to commercialize
our products, and our business and results of operations would be harmed. Furthermore, because stem cells are a new form of therapy,
the marketplace may not accept any products we may develop. If we do succeed in developing products, we will face many potential
obstacles such as the need to obtain regulatory approvals and to develop or obtain manufacturing, marketing and distribution capabilities.
In addition, we will face substantial additional risks such as product liability claims.



13







We may need but fail to obtain partners to support our stem cell
development efforts and to commercialize our technology.



Equity and debt financings alone may not be sufficient to fund the
cost of developing our stem cell technologies, and we may need to rely on our ability to reach partnering arrangements to provide
financial support for our stem cell discovery and development efforts. In addition, in order to successfully develop and commercialize
our technology, we may need to enter into a wide variety of arrangements with corporate sponsors, pharmaceutical companies, universities,
research groups and others. While we expect to engage in discussions regarding such arrangements, we have not reached any
agreement, and we may fail to obtain any such agreement on terms acceptable to us. Even if we enter into these arrangements, we
may not be able to satisfy our obligations under them or renew or replace them after their original terms expire. Furthermore,
these arrangements may require us to grant certain rights to third parties, including exclusive marketing rights to one or more
products, may require us to issue securities to our collaborators or may contain other terms that are burdensome to us. If any
of our collaborators terminates our relationship with us or fails to perform our obligations in a timely manner, the development
or commercialization of our technology and potential products may be adversely affected.



We have a history of operating losses, and we may fail to obtain
revenues or become profitable.



We expect to continue to incur substantial operating losses in the
future in order to conduct our research and development activities, and, if those activities are successful, to fund clinical trials
and other expenses. These expenses include the cost of acquiring technology, product testing, acquiring regulatory approvals, establishing
production, marketing, sales and distribution programs and administrative expenses. We have not earned any revenues from sales
of any product. We expect that any revenues we may obtain in the foreseeable future will be derived from the treatment of patients
in Mexico with stem cell technology. We have not yet treated any patients in Mexico.



If we are unable to protect our patents and proprietary rights,
our business, financial condition and results of operations will be harmed.



Patent protection for products such as those we propose to develop
is highly uncertain and involves complex and continually evolving factual and legal questions. The governmental authorities that
consider patent applications can deny or significantly reduce the patent coverage requested in an application before or after issuing
the patent. Consequently, we do not know if any future patents will provide sufficient protection or significant commercial advantage
or if others will circumvent these patents. We cannot be certain that we were the first to discover the inventions covered by each
future patent applications or that we were the first to file patent applications for such inventions because patent applications
are secret until they are published, and because publication of discoveries in the scientific or patent literature often lags behind
actual discoveries. Patents may not issue from our future patent applications or, if issued, may not be of commercial benefit to
us. In addition, our patents may not afford us adequate protection from competing products. Third parties may challenge our patents
or governmental authorities may declare them invalid or reduce their scope. In the event that a third party has also filed a patent
application relating to inventions claimed in our patent applications, we may have to participate in proceedings to determine priority
of invention. Even if a patent issues, a court could decide that the patent was issued invalidly. Because patents issue for a limited
term, our patents may expire before we utilize them profitably. Procedures of the European Patent Office, third parties may oppose
our issued European patents during the relevant opposition period. These proceedings and oppositions could result in substantial
uncertainties and cost for us, even if the eventual outcome is favorable to us, and the outcome might not be favorable to us.



If we learn of third parties who infringe our patent rights, we
may need to initiate legal proceedings to enforce our patent rights. These proceedings may entail significant costs, and these
third parties may have significantly greater financial resources than us. We may not prevail in these proceedings.



14







Proprietary trade secrets and unpatented know-how are also important
to our research and development activities. We cannot be certain that others will not independently develop the same or similar
technologies on their own or gain access to our trade secrets or disclose such technology or that we will be able to meaningfully
protect our trade secrets and unpatented know-how. We require our employees, consultants, and significant scientific collaborators
and sponsored researchers to execute confidentiality agreements upon the commencement of an employment or consulting relationship
with us. These agreements may, however, fail to provide meaningful protection or adequate remedies for us in the event of unauthorized
use, transfer or disclosure of such information or technology.



If others are first to discover and patent the stem cells we
are seeking to discover, we could be blocked from further work on those stem cells.



Because the first person or entity to discover and obtain a valid
patent to a particular stem cell may effectively block all others, it will be important for us or our collaborators to be the first
to discover any stem cell and methods that we are seeking to discover. Failure to be the first could prevent us from commercializing
all of our research and development affected by that patent.



If we are unable to obtain necessary licenses to third-party
patents and other rights, we may not be able to commercially develop our expected products.



A number of pharmaceutical, biotechnology and other companies, universities
and research institutions have filed patent applications or have received patents relating to cell therapy, stem cells and other
technologies potentially relevant to or necessary for our expected products. We cannot predict which, if any, of the applications
will issue as patents, and there may be existing patents of which we are currently unaware which the commercialization of our product
candidates would infringe. If third party patents or patent applications contain valid claims that our technology infringes upon
their technology, we may be prevented from commercializing that technology unless the third party is willing to grant a license
to us. We may be unable to obtain licenses to the relevant patents at a reasonable cost, if at all, and may also be unable to develop
or obtain alternative non-infringing technology. If we are unable to obtain such licenses or develop non-infringing technology
at a reasonable cost, our business could be significantly harmed. Also, any infringement lawsuits commenced against us may result
in significant costs, divert our management's attention and result in an award against us for substantial damages.



We are aware of intellectual property rights held by third parties
that relate to products or technologies we are developing. For example, some aspects of our stem cell product candidates involve
the use of growth factors, antibodies and other reagents that may, in certain cases, be the subject of third party rights. Before
we commercialize any product using these growth factors, antibodies or reagents, we may need to obtain license rights from third
parties or use alternative growth factors, antibodies and reagents that are not then the subject of third party patent rights.
We currently believe that the commercialization of our products as currently planned will not infringe these third party rights,
or, alternatively, that we will be able to obtain necessary licenses or otherwise use alternate non-infringing technology. However,
third parties may nonetheless bring suit against us claiming infringement. If we are unable to prove that our technology does not
infringe their patents, or if we are unable to obtain necessary licenses or otherwise use alternative non-infringing technology,
we may not be able to commercialize any products. Also, if we use alternative non-infringing technology, we may need to demonstrate
comparability in subsequent clinical trials.



We have obtained rights to technologies, processes and compounds
that we believe may be important to the development of our products. These licensors, however, may cancel our licenses  if
we fail to use the relevant technology or otherwise breach these agreements. Loss of these licenses could expose us to the risk
that our technology infringes the rights of third parties. We can give no assurance that any of these licenses will provide effective
protection against our competitors.



15







We compete with companies that have significant advantages over
us.



It is expected that our therapeutic products will have to compete
with a variety of therapeutic products and procedures. Major pharmaceutical companies currently offer a number of pharmaceutical
products to treat congestive heart failure and peripheral artery disease and other diseases for which our technologies may be applicable.
Many pharmaceutical and biotechnology companies are investigating new drugs and therapeutic approaches for the same purposes, which
may achieve new efficacy profiles, extend the therapeutic window for such products, alter the prognosis of these diseases, or prevent
their onset. We believe that our products, when and if successfully developed, will compete with these products principally on
the basis of improved and extended efficacy and safety and their overall economic benefit to the health care system. The market
for therapeutic products is large, and competition is intense. We expect competition to increase. We believe that our most significant
competitors will be fully integrated pharmaceutical companies and more established biotechnology companies. Smaller companies may
also be significant competitors, particularly through collaborative arrangements with large pharmaceutical or biotechnology companies.
Many of these competitors have significant products approved or in development that could be competitive with our products.



Competition for any stem cell products that we may develop may be
in the form of existing and new drugs, other forms of cell transplantation, ablative and simulative procedures, and gene therapy.
Some competitors are also trying to develop stem and progenitor cell-based technologies. These products may compete with our therapeutic
products based on efficacy, safety, cost and intellectual property positions.



We may also face competition from companies that have filed patent
applications relating to the use of genetically modified cells to treat disease, disorder or injury. In the event our therapies
should require the use of such genetically modified cells, it may be required to seek licenses from these competitors in order
to commercialize certain of our proposed products, and such licenses may not be granted or may be available only on unfavorable
terms.



With over 1,100 stem cell clinical trials authorized by the United
States Food and Drug Administration in the United States, there are many companies researching and developing progenitor cell treatments
for cardiovascular disease and peripheral artery disease. Among these are a number of well-established companies with recognized
names.  In order to effectively compete, we will be required to make substantial investments in sales and marketing as
well as research and development.  Many products are sold by companies with greater resources than the Company and there
is no assurance that we will be successful in gaining significant market share for the treatment of congestive heart failure outside
the United States with stem cell therapy, obtaining approval to market stem cell therapy in the United States for the treatment
of peripheral artery disease or even with such approval that such product will earn a return on investment.



While there are many approved treatment options for congestive heart
failure and peripheral artery disease, the focus of the Company is on no option patients.  Thus, the many approved treatment
options are no longer effective and the patient is either at risk of dying within a short period of time (congestive heart failure)
or having a limb amputated (peripheral artery disease).  There are many investigations and research programs underway
by companies with more resources to develop new treatment options which would be competitive to the Company’s stem cell therapy.



16







If we develop products that receive regulatory approval, we would
then have to compete for market acceptance and market share. For certain of our products, an important success factor will be the
timing of market introduction of competitive products. This is a function of the relative speed with which we and our competitors
can develop products, complete the clinical testing and approval processes, and supply commercial quantities of a product to market.
These competitive products may also impact the timing of clinical testing and approval processes by limiting the number of clinical
investigators and patients available to test our products.



While we believe that the primary competitive factors will be product
efficacy, safety, and the timing and scope of regulatory approvals, other factors include, in certain instances, obtaining marketing
exclusivity under the Orphan Drug Act, availability of supply, marketing and sales capability, reimbursement coverage, price, and
patent and technology position.



Development of our technology is subject to and restricted by
extensive government regulation, which could impede our business.



Our research and development efforts, as well as any future clinical
trials, and the manufacturing and marketing of any products we may develop, will be subject to and restricted by extensive regulation
by governmental authorities in the United States and other countries. The process of obtaining FDA and other necessary regulatory
approvals is lengthy, expensive and uncertain. We or our collaborators may fail to obtain the necessary approvals to commence or
continue clinical testing or to manufacture or market our potential products in reasonable time frames, if at all. In addition,
the United States Congress and other legislative bodies may enact regulatory reforms or restrictions on the development of new
therapies that could adversely affect the regulatory environment in which we operate or the development of any products we may
develop.



We base our research and development on the use of human stem cells
obtained from the blood of the patient. The federal and state governments and other jurisdictions impose restrictions onthe
use of blood. These regulatory and other constraints could prevent us from obtaining cells and other components of our products
in the quantity or quality needed for their development or commercialization. These restrictions change from time to time and may
become more onerous. Certain components used to manufacture our stem cell product candidates may need to be manufactured in compliance
with the FDA's Good Manufacturing Practices, or cGMP. Accordingly, we may need to enter into supply agreements with companies that
manufacture these components to cGMP standards.



Government regulation and threatened regulation of embryonic tissue
may lead top researchers to leave the field of stem cell research, or the country, in order to assure that their careers will not
be impeded by restrictions on their work. Similarly, these factors may induce the best graduate students to choose other fields
less vulnerable to changes in regulatory oversight, thus exacerbating the risk, discussed below, that we may not be able to attract
and retain the scientific personnel we need in face of the competition among pharmaceutical, biotechnology and health care companies,
universities and research institutions for what may become a shrinking class of qualified individuals. Moreover, it is possible
that concerns regarding research using embryonic stem cells will negatively impact our stock price and our ability to attract collaborators
and investors.



We may apply for status under the Orphan Drug Act for some of our
therapies to gain a seven-year period of marketing exclusivity for those therapies. The United States Congress in the past has
considered, and in the future again may consider, legislation that would restrict the extent and duration of the market exclusivity
of an orphan drug. If enacted, such legislation could prevent us from obtaining some or all of the benefits of the existing statute
even if we were to apply for and obtain orphan drug status with respect to a potential product.



17







We are dependent on the services of key personnel.



We are highly dependent on the principal members of our management
and scientific staff and some of our outside consultants, including our chief executive officer, our chief medical officer and
the chief technical officer of Regenocell Laboratories, Ltd. Although we have entered into employment agreements with some of these
individuals, they may terminate their agreements at any time. In addition, our operations are dependent upon our ability to attract
and retain additional qualified scientific and management personnel. We may not be able to attract and retain the personnel we
need on acceptable terms given the competition for experienced personnel among pharmaceutical, biotechnology and health care companies,
universities and research institutions.



Our activities involve hazardous materials and experimental animal
testing; improper handling of these animals and materials by our employees or agents could expose us to significant legal and financial
penalties.



Our research and development activities involve the controlled use
of hazardous chemicals and potentially hazardous biological materials such as human tissue and animals. Their use subjects us to
environmental and safety laws and regulations such as those governing laboratory procedures, exposure to blood-borne pathogens,
use of animals and the handling of bio-hazardous materials. Compliance with current or future laws and regulations may be expensive
and the cost of compliance could adversely affect us.



Although we believe that our safety procedures for using, handling,
storing and disposing of hazardous and potentially hazardous materials comply with the standards prescribed by state and federal
regulations, the risk of accidental contamination or injury from these materials cannot be eliminated. In the event of such an
accident or of any violation of these or future laws and regulations, state or federal authorities could curtail our use of these
materials; we could be liable for any civil damages that result, the cost of which could be substantial; and we could be subjected
to substantial fines or penalties. In addition, any failure by us to control the use, disposal, removal or storage, or to adequately
restrict the discharge, or to assist in the cleanup of hazardous chemicals or hazardous, infectious or toxic substances could subject
us to significant liability. Any such liability could exceed our resources and could have a material adverse effect on our business,
financial condition and results of operations. Moreover, an accident could damage our research and manufacturing facilities and
operations and result in serious adverse effects on our business.



The manufacture, development and commercialization of stem cell
products expose us to product liability claims, which could lead to substantial liability.



By developing and, ultimately, commercializing medical products,
we are exposed to the risk of product liability claims. Product liability claims against us could entail substantial litigation
costs and damage awards against us. We are not able to obtain product liability insurance for the treatment of patients in Mexico
and therefore are exposed to product liability claims which could lead to substantial liability. We intend to obtain liability
insurance that covers our clinical trials in the United States, and we will need to increase our insurance coverage if and when
we begin commercializing products in the United States. We may not be able to obtain insurance on acceptable terms, if at all,
and the policy limits on our insurance policies may be insufficient to cover our liability.



18







Since health care insurers and other organizations may not pay
for our products or may impose limits on reimbursements, our ability to become profitable could be reduced.



In both domestic and foreign markets, sales of potential products
are likely to depend in part upon the availability and amounts of reimbursement from third party health care payor organizations,
including government agencies, private health care insurers and other health care payors, such as health maintenance organizations
and self-insured employee plans. There is considerable pressure to reduce the cost of therapeutic products, and government and
other third party payors are increasingly attempting to contain health care costs by limiting both coverage and the level of reimbursement
for new therapeutic products and by refusing, in some cases, to provide any coverage for uses of approved products for disease
indications for which the FDA has not granted marketing approval. Significant uncertainty exists as to the reimbursement status
of newly approved health care products or novel therapies such as ours. Even if we obtain regulatory approval to market our products,
we can give no assurance that reimbursement will be provided by such payors at all or without substantial delay or, if such reimbursement
is provided, that the approved reimbursement amounts will be sufficient to enable us to sell products we develop on a profitable
basis. Changes in reimbursement policies could also adversely affect the willingness of pharmaceutical companies to collaborate
with us on the development of our stem cell technology. We also expect that there will continue to be a number of federal and state
proposals to implement government control over health care costs. Efforts at health care reform are likely to continue in future
legislative sessions. We do not know what legislative proposals federal or state governments will adopt or what actions federal,
state or private payers for health care goods and services may take in response to health care reform proposals or legislation.
We cannot predict the effect government control and other health care reforms may have on our business.



We have limited liquidity and capital resources and may not obtain
the significant capital resources we will need to sustain our research and development efforts.



We have limited liquidity and capital resources and must obtain
substantial additional capital to support our research and development programs, for acquisition of technology and intellectual
property rights and, to the extent we decide to undertake these activities ourselves, for preclinical and clinical testing of our
anticipated products, pursuit of regulatory approvals, establishment of production capabilities, maintaining and enforcing our
intellectually property portfolio, establishment of marketing and sales capabilities and distribution channels, and general administrative
expenses. If we do not obtain the necessary capital resources, we may have to delay, reduce or eliminate some or all of our research
and development programs or license our technology or any potential products to third parties rather than commercialize them ourselves.
We intend to pursue our needed capital resources through equity and debt financings, corporate alliances, grants and collaborative
research arrangements. We may fail to obtain the necessary capital resources from any such sources when needed or on terms acceptable
to us. Our ability to complete successfully any such arrangements will depend upon market conditions and, more specifically, on
continued progress in our research and development efforts.



Ethical and other concerns surrounding the use of stem cell therapy
may negatively affect regulatory approval or public perception of our product candidates, which could reduce demand for our products.



The use of stem cells for research and therapy has been the subject
of debate regarding related ethical, legal and social issues. Although these concerns have mainly been directed to the use of embryonic
stem cells, which we do not use, the distinction between embryonic and non-embryonic stem cells is frequently overlooked. Negative
public attitudes toward stem cell therapy could result in greater governmental regulation of stem cell therapies, which could harm
our business. For example, concerns regarding such possible regulation could impact our ability to attract collaborators and investors.
Government regulation and threatened regulation of embryonic tissue could also harm our ability to attract and retain qualified
scientific personnel by causing top researchers to leave the country or the field of stem cell research altogether; and by encouraging
the best graduate students to choose other fields that are less vulnerable to changes in regulatory oversight.



19







Risks Related to the Securities Market



Our stock price will likely be highly volatile, which may negatively
affect our ability to obtain additional financing in the future.



Assuming that a trading market for our Shares is established, the
market price of our Shares is likely to be highly volatile due to the risks and uncertainties described in this risk factors section,
as well as other factors, including:



| | · | our ability to develop and test our technology;                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------
| | · | our ability to patent or obtain licenses to necessary technology;                                                                         
| | · | our ability to find private pay patients for treatment outside the United States;                                                         
| | · | our ability to treat patients in Mexico;                                                                                                  
| | · | conditions and publicity regarding the industry in which we operate, as well as the specific areas our product candidates seek to address;
| | · | competition in our industry;                                                                                                              
| | · | price and volume fluctuations in the stock market at large that are unrelated to our operating performance; and                           
| | · | comments by securities analysts, or our failure to meet market expectations.                                                              



As a result of this volatility, an investment in our Shares is subject
to substantial risk. Furthermore, the volatility of our stock price could negatively impact our ability to raise capital in the
future.



We are contractually obligated to issue shares in the future,
diluting the interest of current shareholders.



As of December 1, 2010, there were contractual obligations to issue
stock options to purchase 500,000 shares of our common stock. Moreover, we expect to issue additional options to purchase shares
of our common stock to compensate employees, consultants and directors, and may issue additional shares to raise capital, to acquire
other companies or technologies, to pay for services or for other corporate purposes. Any such issuances will have the effect of
diluting the interest of current shareholders.



We are approved to trade on the OTC Bulletin Board but no trading
has been completed as of April 15, 2011.



The shares of the Company have not traded.  On September
27, 2010, FINRA approved trading on the Over-the-Counter Bulletin Board and Pink Sheets.  The market-maker which obtained
the approval asked that the Company in addition qualify the stock as DTC eligible (electronic trading) before making a market.  The
Company applied and the stock was qualified as DTC eligible on March 17, 2011.  Until the first stock certificate is
entered into the DTC system, there has been no trading.  While the Company believes that this issue will be resolved
in the next 60 days, there is no assurance that this will occur.



Item 1B. Unresolved Staff Comments



There are no unresolved staff comments.



20







Item 2.   PROPERTIES



The Company does not own any real property or any interest in real
property and does not invest in real property or have any policies with respect thereto as a part of its operations or otherwise.



The principal business address of the Company is 2 Briar Lane, Natick,
Massachusetts 01760, which is space owned by the President and Chief Executive Officer of the Company. Rent has not been charged
for the office space and it is not expected that rent will be charged in the near-term.



Regenocell Laboratories, Ltd. has assumed a lease with Africa-Israel
for its manufacturing operations in Israel.  Lease payments converted to dollars are $10,400 plus VAT totaling $12,050
per month.  The lease runs through August 31, 2011 with a two year option to renew.  There is $135,000 in a
restricted account used by Bank Hapoalim to guarantee payment of the lease.  These funds are to be transferred and accordingly
the bank guarantee transferred from TheraVitae Limited to Regenocell Laboratories, Ltd.



Item 3.  LEGAL PROCEEDINGS



On February 10, 2010, Kwalata Trading Limited, a wholly owned subsidiary
of TheraVitae, Inc., a Canadian corporation, obtained an ex parte order from the District Court for the Central Region of Israel
to seize the intellectual property alleged owned by Kwalata which is in the possession of either Theravitae, Ltd. or Regenocell
Laboratories Ltd., the wholly owned Israeli subsidiary corporation of the Company. The Court appointed trustee took files and computers
including computers dedicated solely to equipment from  Regenocell Laboratories facilities at 7, Pinchas St., Ness Ziona
in what the Company considered to be an unlawful attempt to close the facilities.



Prior to a scheduled hearing, a settlement agreement
was reached which then became the resolution of the case by the District Court for the Central Region of Israel.  All
equipment and files taken are to be returned subject to copying by the applicants at their expense.  Excluded from copying
are attorney-client privileged documents, business documents and private documents.  Regenocell Laboratories and the
Company agree not to disclose the alleged intellectual property to third parties except in the ordinary course of business, for
government filings and when a non-disclosure agreement is obtained. This order remains in effect until a subsequent order by the
Court or the resolution of an arbitration begun in Canada by Kwalata against TheraVitae, Ltd.



On October 20, 2010, TheraVitae, Inc., the same Canadian corporation
involved in the litigation in Israel, served the Company with a Statement of Claim filed with the Ontario, Canada Superior Court
of Justice alleging breach of a Confidentiality and Non-Circumvention Agreement.  On December 29, 2010, the company filed
its Statement of Defense.  On February 23, 2011, the Company moved for Summary Judgment.  TheraVitae at the
same time cross moved to dismiss the Company’s defenses.  The hearing on the two motions is scheduled for October
1, 2011.  The Company believes that the Statement of Claim is totally without merit.



21







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



On January 4, 2010 through written consent in lieu of a special
meeting of the stockholders of RegenoCELL Therapeutics, Inc., stockholders representing at least of majority of the outstanding
stock of the Company agreed to purchase certain assets which will give the Company control over the manufacture of the stem cell
product which will be used to treat patients in Mexico as well as supply that products for patients being treated by other corporations
in Bangkok, the Dominican Republic and other locations, and the Company having arranged for the funding needed to execute the agreements
which will give it control over the manufacture of the stem cell product thereupon approved, adopted, ratified and confirmed the
following actions taken by the Board of Directors: (1)  Effective January 4, 2010, or as soon as practicable thereafter,
create a wholly-owned subsidiary incorporated under the laws of the state of Israel with the corporate name “Regenocell Laboratories,
Ltd.”  The sole shareholder of Regenocell Laboratories, Ltd. shall be the Corporation; and upon creation of Regenocell
Laboratories, Ltd., authorize James F. Mongiardo to serve as its sole director; and upon the appointment of James F. Mongiardo
as the sole director of Regenocell Laboratories, Ltd., authorize the opening of corporate accounts for Regenocell Laboratories,
Ltd. with Bank Hapoalim or another local bank in Israel with employees of Regenocell Laboratories, Ltd. being authorized as signatories
on said accounts; (2) approve an Asset Purchase Agreement between Regenocell Laboratories, Ltd. and TheraVitae Ltd., a company
incorporated under the laws of the state of Israel; (3) approve an Assignment of Rights between Yieldex, Ltd., a company incorporated
under the laws of Hong Kong; (4) pursuant to the terms of the Yieldex agreement, issue forty million (40,000,000) restricted common
shares, par value $0.0001. Said shares shall be initially issued in the name of “Yieldex, Ltd.”, held in escrow by
the Corporation and voted in accordance with recommendations by the Corporation’s Board until agreed upon Share Lock-Up and
Corporate Governance documents are executed by each entity or person to receive these shares. When presented with such documents
setting forth the entire re-allocation of these shares, the Corporation shall instruct Florida Atlantic Stock Transfer to cancel
the Yieldex, Ltd. stock certificate and re-issue the same number shares in accordance with the instructions and documentation received;
(5) approve a Loan Agreement between Mr. Christian Frampton and the Corporation for one hundred sixty thousand United States dollars
($160,000); and (6) in return for the personal guarantee of the President of the Corporation James F. Mongiardo to guarantee the
repayment of the capital but not the fee of the loan, grant James F. Mongiardo a first lien on all assets of the Corporation including
its wholly owned subsidiaries until said capital has been repaid by the Corporation.



PART II.



Item 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES



There is no established public market for our
common stock.  Although we have been approved for quotation by the OTC Bulletin Board under the symbol “RCLL.OB”,
the stock has not traded pending approval of an application for electronic trading (DTC eligible).  Even if such approval
for DTC eligibility is obtained, no quotation has been previously posted and  no shares or  our common stock
have ever traded. There can be no assurance that any market for our stock will ever develop or, if developed, will be sustained.



22







At inception, Mr. Scott Massey who is the founder
of our Company purchased 2,000,000 shares of our common stock at par value for a total purchase price of $200.



During the year ended December 31, 2006, the
Company repurchased 206,250 shares of its outstanding common stock from unaffiliated shareholders for a total amount of $8,750.  The
shares were retired.



On March 12, 2008, the Board of Directors voted
unanimously for a 3 to 1 stock split to be effective for stockholders of record on March 31, 2008.  This increased the
number of outstanding shares of common stock from approximately 2,344,000 to 7,031,250 shares as of that date.  Subsequently,
on May 29, 2008 the Board of Directors voted unanimously for a 10 to 1 stock split to be effective for stockholders of record on
June 13, 2008.  This increased the number of outstanding shares of common stock from approximately 7,031,000 shares to
70,312,500 as of that date.



The above actions were filed with the State
as amendments to the Company’s Articles of Incorporation on May 29, 2008.



On July 7, 2008, the Company Amended its Articles
of Incorporation changing the name of the corporation to RegenoCELL Therapeutics, Inc. and increasing the authorized capitalization
to 600,000,000 shares.



The Company also issued restricted common shares
to the following:



|Douglas T. Rice    | - | 250,000 common shares   
|------------------ | - | ------------------------
|Domenic Mazza      | - | 5,000,000 common shares 
|James F. Mongiardo | - | 15,000,000 common shares



On July 22, 2008, the Board authorized the issuance
of 90,000,000 restricted common shares par value $0.0001 to TheraVitae, Inc. in accordance with the Letter of Intent.  Said
shares were held by the Company in escrow with full control of voting rights until release to TheraVitae upon completion and execution
of the agreements incorporating the terms of the Letter of Intent.



On July 23, 2008, the Board authorized the cancellation
from certain shareholders of 49,125,000 restricted common shares, par value $0.0001.  Said shares were returned to the
transfer agent for cancellation and were cancelled.



On December 31, 2009, the Board concluded that
the agreements incorporating the terms of the Letter of Intent with TheraVitae, Inc. had not been completed and there appeared
to be no possibility of their completion and authorized the cancellation of 90,000,000 restricted common shares par value $0.0001
being held by the Company in escrow for TheraVitae, Inc. Said shares were returned to the transfer agent for cancellation and were
cancelled.



On January 4, 2010, pursuant to the terms of
the Assignment of Rights Agreement between Yieldex, Ltd. and the Company, 40,000,000 shares of the Company’s common stock,
par value $.0001, were issued subject to a two year Lock-Up period beginning January 4, 2010 and a voting rights agreement.



23







On July 6, 2010 the Company issued 200,000 shares
of its common stock as payment for legal services rendered.  These shares were value at $0.50 per share, resulting in
an aggregate value of $100,000.



On August 11, 2010, the Company issued 50,000
shares of its common stock for cash at $0.50 per share, resulting in total cash proceeds of $25,000.



As of December 31, 2010, there were 81,687,500
shares of the registrant's Common Stock outstanding and approximately 20 shareholders of record.



We have not issued any options or warrants to
purchase common stock or any other class of our securities.



Recent Sales of Unregistered Securities



On July 7, 2008,the Company issued
restricted common shares to the following:



|Douglas T. Rice    | - | 250,000 common shares   
|------------------ | - | ------------------------
|Domenic Mazza      | - | 5,000,000 common shares 
|James F. Mongiardo | - | 15,000,000 common shares



On July 22, 2008, the Board authorized the issuance
of 90,000,000 restricted common shares par value $0.0001 to TheraVitae, Inc. in accordance with the Letter of Intent.  Said
shares were held by the Company in escrow with full control of voting rights until release to TheraVitae upon completion and execution
of the agreements incorporating the terms of the Letter of Intent.



On December 31, 2009, the Board concluded that
the agreements incorporating the terms of the Letter of Intent with TheraVitae, Inc. had not been completed and there appeared
to be no possibility of their completion and authorized the cancellation of 90,000,000 restricted common shares par value $0.0001
being held by the Company in escrow for TheraVitae, Inc. Said shares were returned to the transfer agent for cancellation and were
cancelled.



On January 4, 2010, pursuant to the terms of
the Assignment of Rights Agreement between Yieldex, Ltd. and the Company, 40,000,000 shares of the Company’s common stock,
par value $.0001, were issued subject to a two year Lock-Up period beginning January 4, 2010 and a voting rights agreement.



On January 18, 2010, the Board approved the
issuance of 200,000 restricted common shares to James Dodrill II for his services in completing a Registration Statement (S-1)
required by FINRA in order to be relisted on the Over-the-Counter Bulletin Board and Pink sheets.  The registration statement
was completed, filed  and became effective July 6, 2010.  The 200,000 shares were issued and included as part
of the shares registered.



24







Pursuant to a Private Placement dated June 10, 2010, fifty thousand
Units were sold at $0.50 per Unit.  Net proceeds to the Company were $25,000, all of which was used to fund operations
in Israel.  The purchaser of the Units was issued 50,000 unregistered common shares and a five year warrant to purchase
50,000 unregistered common shares at $.75 per share.



Issuer Purchases Of Equity Securities



During the year ended December 31, 2006, the
Company repurchased 206,250 shares of its outstanding common stock from unaffiliated shareholders for a total amount of $8,750.  The
shares were retired.



On July 23, 2008, the Board authorized the cancellation
from certain shareholders of 49,125,000 restricted common shares, par value $0.0001.  Said shares were returned to the
transfer agent for cancellation and were cancelled.



Equity Compensation Plan Information



The Company did not have an Equity Compensation
Plan during the year ended December 31, 2010.



Item 6.  SELECTED FINANCIAL DATA



The following tables present selected
consolidated historical financial data and should be read together with “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” the consolidated financial statements and notes thereto and other financial information
included elsewhere in this Annual Report on Form 10-K. We derived the selected consolidated statement of operations data for the
years ended December 31, 2006, 2007, 2008, 2009 and 2010 and consolidated balance sheet data as of December 31, 2006,
2007, 2008, 2009 and 20010 from our audited financial statements and notes thereto that are included elsewhere in this Annual Report
on Form 10-K.



25







|Statement of Operational Data:                          |  | Year Ended December 31,               |           
|------------------------------------------------------- |  | ------------------------------------- | ----------
|                                                        |  | (In thousands, except per share data) |           
|                                                        |  | 2006                                  |           
|                                                        |  |                                       |           
|Revenue                                                 |  | $                                     | -         
|Operating Expenses:                                     |  |                                       |           
|Development Costs                                       |  |                                       |           
|Marketing General and Administrative                    |  |                                       | (21       
|Professional Fees                                       |  |                                       |           
|Employee Expenses                                       |  |                                       |           
|Research and development                                |  |                                       | -         
|Impairment of licensing rights                          |  |                                       | -         
|Depreciation                                            |  |                                       | (1        
|Total Operating Expenses                                |  |                                       | (22       
|Operating Loss                                          |  |                                       | (22       
|Interest expense                                        |  |                                       | (3        
|Other income                                            |  |                                       | -         
|Loss on Abandonment                                     |  |                                       | -         
|Loss Before Income Taxes                                |  |                                       | (25       
|Income Taxes                                            |  |                                       | -         
|Net (Loss)                                              |  | $                                     | (25       
|                                                        |  |                                       |           
|Weighted Average Shares Outstanding - basic and diluted |  |                                       | 70,312,500



|Balance Sheet                         |  | Year Ended December 31,               |    
|------------------------------------- |  | ------------------------------------- | ---
|                                      |  | (In thousands, except per share data) |    
|                                      |  | 2006                                  |    
|                                      |  |                                       |    
|Current Assets                        |  |                                       | 3  
|Property & Equipment net              |  |                                       |    
|Total  Assets                         |  |                                       | 3  
|Accounts Payable and Accrued Expenses |  |                                       | 8  
|Payroll liabilities                   |  |                                       | -  
|Related-party payables                |  |                                       | -  
|Notes payable                         |  |                                       | -  
|Long Term Debt                        |  |                                       | 65 
|Deficit Accumulated                   |  |                                       | (70
|Total Shareholder's Equity (Deficit)  |  |                                       | (68



26







Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATIONS



The following discussion and analysis by
our management of our financial condition and results of operations should be read in conjunction with our consolidated financial
statements and the accompanying notes included in this annual report.



Cautionary Statement Regarding 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.



Our Ability To Continue as a Going Concern



Our independent registered public accounting
firm has issued its report dated May 16, 2011 in connection with the audit of our financial statements as of December 31,
2010 that included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability
to continue as a going concern. Our consolidated financial statements as of December 31, 2010 have been prepared under the
assumption that we will continue as a going concern. If we are not able to continue as a going concern, it is likely that holders
of our common stock will lose all of their investment. Our financial statements do not include any adjustments that might result
from the outcome of this uncertainty.



27







Discussion and Analysis



The new mission of the Company is to bring stem
cell therapy treatments to the market as quickly as possible.  The Company identified a company treating patients with
adult stem cells for congestive heart failure and other indications.  The company located in Bangkok, Thailand, has developed
a process 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.  The manufacturing operations for this process are located in
Israel.



Currently congestive heart failure patients
cleared for treatment have one-half pint of blood drawn which is sent to the 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 and the Dominican Republic 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 (500) congestive heart failure patients with no other options have shown similar results to a clinical trial of 24
patients.  In that trial, statistically significant improvements between baseline and the three month and six month follow-up
were achieved for:



| | · | Improvement in the six minutes walking test.
| | - | --------------------------------------------



| | · | Increase in metabolic equivalent units (METs) during the stress test.
| | - | ---------------------------------------------------------------------



| | · | Decrease in the perfusion defect region of the target artery.
| | - | -------------------------------------------------------------



| | · | Decrease in the Canadian Cardiovascular Society (CCS) Grading Scale.
| | - | --------------------------------------------------------------------



On January 7, 2010 the Company entered into two agreements, which
closed on February 4, 2010.



The first agreement is between TheraVitae Limited,
the Israeli corporation manufacturing the stem cell therapy product, and a newly formed Israeli corporation which is a wholly owned
subsidiary of the Company, Regenocell Laboratories, Ltd.  Pursuant to the terms of the agreement, certain assets were
acquired and certain liabilities assumed.  These assets include all the manufacturing and office equipment and the transfer
of the lease.  At signing the Company paid $75,000 toward the reduction of the assumed liabilities.  All the
employees were terminated then offered and accepted employment with Regenocell Laboratories, Ltd.



The second agreement is between Yieldex, Ltd.
and the Registrant for the acquisition of certain rights.  This includes clinical data, the non exclusive use of the
CRM System which manages clinical data and input necessary to schedule a patient for stem cell production, and all rights in patent
and patent applications, if any, in connection with activities of stem cell research, therapy development and clinical trials under
the trade name ”TheraVitae” for the world except for Asia.  Israel is excluded by definition from being part
of Asia.  The cash price is $5,000,000 (five million United States dollars), of which $75,000 was paid to TheraVitae
Limited and $25,000 to Yieldex on January 7.  The balance is due in monthly installments on or before January 4, 2015.  Minimum
installments are $5,000 per patient processed in Israel after the first eight patients during the preceding month.  In
addition 25% of any equity raised by the Company will be applied to the outstanding balance.



28







In addition 40,000,000 (forty million) shares
of the Company’s common stock, par value $0.0001, was issued to Yieldex Ltd and its nominees.  The 40,000,000 shares
are restricted and subject to a two year Lock-Up period beginning January 4, 2010.  These shares are also subject to
a voting agreement.  During the Lock-Up period and for any subsequent period until the shares are sold to the public
in the open market,  the Board of Directors will be expanded to five members and the shareholders whose shares are locked
up will vote for a maximum of two directors.  The Company’s shareholders who are not parties to the Lock-Up agreement
will vote their shares for the same two directors until the aggregate number of Yieldex shares are 15,000,000 (fifteen million)
or less. The Yieldex shareholders agree to vote the Yieldex shares for a maximum of three directors designated by James F. Mongiardo.  While
this voting rights agreement is in effect, unanimous approval of all the directors then in office or approval of holders of at
least a majority of the shares will be required for: (i) any proposal to increase capital in a way that would result in dilution
of existing shareholders’ percentages by ten percent (10%) or more; (ii) any proposal to merge, consolidate or amalgamate
with any other corporate entity; (iii) any proposal to sell all or a material part of the assets; and, (iv) any proposal to amend
the bylaws.



As a result of the actions described above,
on February 4, 2010 the Company’s primary business is the Regenocell Laboratories Ltd. operation which is manufacturing and
selling stem cell therapy product used to treat congestive heart failure and peripheral artery disease.  Purchases are
being made to treat patients for these indications in Bangkok, Thailand and the Dominican Republic.  It is anticipated
that purchases will also be made to treat patients in other countries.



For the year ended December 31, 2010, the Company
had revenues of $910,048 compared to no revenues for the same year ended 2009.   Net loss for the twelve months
ended December 31, 2010 was $3,810,518 compared to $228,663 for the same twelve months in 2009.  The increase in revenues
was a result of the asset purchase and assignment of rights transactions completed in January 2010.  The increase in
net loss was primarily a function of the Company recognizing a $2,740,614 impairment expense relating to certain licensing rights
acquired during the year.



Cash on hand was $3,436 as of December 31, 2010
which amount is inadequate to fund the company’s current projected capital requirements.  In order to implement
the new strategy of the Company, the Company will need to raise capital during the next twelve months.  The Company has
funded operations to date in part through the sale of equity securities and loans, although such efforts have been insufficient
to effectively pursue its business strategy.



With respect to Regenocell Laboratories, Ltd., processing eight
patients during a month will likely result in revenues exceeding $130,000.  The combination of the existing business
being serviced by the manufacturing operations and the addition of patients to be treated in other locations is expected to keep
patient flow for the manufacturing facility at or above the breakeven of eight patients.  Capacity at the current configuration
of the manufacturing facility is more than double the breakeven.  There can be no assurance of any patient flow for any
given month.



29







Our capital requirements will depend on numerous factors, including
but not limited to the commitments and progress of our research and development efforts, the progress of clinical trials, the cost
of sales and marketing for the congestive heart failure stem cell therapy business and other products, medical and business consultants
and advisors, the time and cost involved in maintaining regulatory compliance, and competing technological and market developments.  Future
activities, including the establishment of stem cell therapy for the treatment of peripheral artery disease in the medical marketplace,
will be subject to our ability to raise funds.



We intend to raise capital primarily through the public or private
sale of securities (equity and/or debt), although there can be no assurance that we will be able to obtain capital or, if such
capital is available, that the terms of any financing will be acceptable.  If the Company succeeds in raising capital,
such funds will be used to facilitate the manufacturing operations of Regenocell Laboratories Ltd., to find new customers for Regenocell
Laboratories Ltd. With respect to peripheral artery disease, capital will be used for completing the research and development to
submit an IND (and its equivalent in Europe) for authorization to begin clinical trials in the United States and Europe. This may
include payment for additional animal trials. Payment for clinical trials includes retaining the services of a clinical research
organization, payment to the clinical research site(s) for patients enrolled in the clinical trials, payment for the stem cell
therapy used in these clinical trials, payment for costs associated with Institution Review Board Approval, and preparation of
reports to the Food and Drug Administration (“FDA”) and European Medicines Agency (“EMEA”), requests to
continue later phase clinical trials and submission of a BLA to the FDA and its equivalent to the EMEA requesting marketing approval
for the treatment of peripheral artery disease.



The Company also does not expect to purchase any plant or significant
equipment over the next 12 months.  Regenocell Laboratories, Ltd. may purchase between $100,000 - $300,000 in new equipment
for its manufacturing operations.



If we are unsuccessful at raising sufficient capital to fund our
operations, for whatever reason, we may be forced to seek opportunities outside of our new corporate focus or to seek a buyer for
our business or another entity with which we could partner.  Ultimately, if all of these alternatives fail, we may be
required to cease operations and seek protection from creditors under applicable bankruptcy laws.



Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK



Interest Rate Risk



Our primary market risk exposure with
respect to interest rates is changes in short-term interest rates in the U.S.  We do not use any interest rate risk management
contracts to manage our fixed-to-floating ratio. The impact on our results of operations from a hypothetical 10% change in interest
rates would not be significant.



30







The majority of our investments are
expected to be in short-term debt securities. The primary objective of our investment activities is to preserve principal while
at the same time maximizing the income we receive without significantly increasing risk. To reduce risk, we maintain our cash and
cash equivalents in short-term interest-bearing instruments, including certificates of deposit and overnight funds. We do not have
any derivative financial investments in our investment portfolio.



Item  8.         FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA



RegenoCELL Therapeutics, Inc.

(A Development Stage Corporation)



REGENOCELL THERAPEUTICS, INC.

Table of Contents



|                                                                                             |  |  | Page | 
|-------------------------------------------------------------------------------------------- |  |  | ---- | 
|                                                                                             |  |  |      | 
|Audit Report of Independent Accountants                                                      |  |  | 32   | 
|                                                                                             |  |  |      | 
|Consolidated Balance Sheets – December 31, 2010 (Restated) and 2009                          |  |  | 33   | 
|                                                                                             |  |  |      | 
|Consolidated Statements of Operations for the years ended December, 2010 (Restated) and 2009 |  |  | 34   | 
|                                                                                             |  |  |      | 
|Consolidated Statements of Stockholder’s Equity (Deficit) for the years ended                |  |  |      | 
|December 31, 2010 (Restated) and 2009                                                        |  |  | 35   | 
|                                                                                             |  |  |      | 
|Consolidated Statements of Cash Flows for the years ended                                    |  |  |      | 
|December 31, 2010 (Restated) and 2009                                                        |  |  | 36   | 
|                                                                                             |  |  |      | 
|Notes to Consolidated Financial Statements (Restated)                                        |  |  | 37   | 










31







SADLER,
GIBB& ASSOCIATES,
LLC



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors

RegenoCELL Therapeutics, Inc.



We have audited the accompanying consolidated balance sheets of
RegenoCELL Therapeutics, Inc. as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’
equity (deficit) and cash flows for the years then ended.  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 audits 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. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.



In our opinion the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of RegenoCELL Therapeutics, Inc. as of December 31, 2010
and 2009, and the results of their operations and cash flows for the years then ended, in conformity with U.S. generally accepted
accounting principles.



The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had
accumulated losses of $4,419,962 and $362,831 as of December 31, 2010 and 2009, respectively which raises substantial doubt about
its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Sadler, Gibb & Associates, LLC



Salt Lake City, UT

May 16, 2011, except for Note 7 and Note 11, as to which the date
is February 27, 2012



32







RegenoCELL Therapeutics, Inc.

Consolidated Balance Sheets





|                                                                                                                                     |  | December 31,  |            |   | December 31, |  
|------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ---------- | - | ------------ | -
|                                                                                                                                     |  | 2010          |            |   | 2009         |  
|                                                                                                                                     |  | (As Restated) |            |   |              |  
|                                                                                                                                     |  |               |            |   |              |  
|ASSETS                                                                                                                               |  |               |            |   |              |  
|                                                                                                                                     |  |               |            |   |              |  
|CURRENT ASSETS                                                                                                                       |  |               |            |   |              |  
|                                                                                                                                     |  |               |            |   |              |  
|Cash                                                                                                                                 |  | $             | 3,436      |   |              | $
|Accounts receivable                                                                                                                  |  |               | 33,000     |   |              |  
|Deposits                                                                                                                             |  |               | 143,635    |   |              |  
|Other current assets                                                                                                                 |  |               | 11,381     |   |              |  
|                                                                                                                                     |  |               |            |   |              |  
|Total Current Assets                                                                                                                 |  |               | 191,452    |   |              |  
|                                                                                                                                     |  |               |            |   |              |  
|PROPERTY AND EQUIPMENT, net                                                                                                          |  |               | 150,980    |   |              |  
|                                                                                                                                     |  |               |            |   |              |  
|TOTAL ASSETS                                                                                                                         |  | $             | 342,432    |   |              | $
|                                                                                                                                     |  |               |            |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                       |  |               |            |   |              |  
|                                                                                                                                     |  |               |            |   |              |  
|CURRENT LIABILITIES                                                                                                                  |  |               |            |   |              |  
|                                                                                                                                     |  |               |            |   |              |  
|Accounts payable and accrued expenses                                                                                                |  | $             | 773,638    |   |              | $
|Payroll liabilities                                                                                                                  |  |               | 131,982    |   |              |  
|Related party payables                                                                                                               |  |               | 378,575    |   |              |  
|Notes payable                                                                                                                        |  |               | 174,500    |   |              |  
|                                                                                                                                     |  |               |            |   |              |  
|Total Current Liabilities                                                                                                            |  |               | 1,458,695  |   |              |  
|                                                                                                                                     |  |               |            |   |              |  
|LONG-TERM LIABILITIES                                                                                                                |  |               |            |   |              |  
|                                                                                                                                     |  |               |            |   |              |  
|Notes payable, related party                                                                                                         |  |               | 2,987,271  |   |              |  
|                                                                                                                                     |  |               |            |   |              |  
|TOTAL LIABILITIES                                                                                                                    |  |               | 4,445,966  |   |              |  
|                                                                                                                                     |  |               |            |   |              |  
|STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                       |  |               |            |   |              |  
|                                                                                                                                     |  |               |            |   |              |  
|Preferred stock $0.0001 par value, 80,000,000 shares authorized, no shares issued and outstanding                                    |  |               | -          |   |              |  
|Common stock, $0.0001 par value, 520,000,000 shares authorized, 81,687,500 and 41,437,500 shares issued and outstanding, repectively |  |               | 8,169      |   |              |  
|Additional paid-in capital                                                                                                           |  |               | 129,888    |   |              |  
|Accumulated other comprehensive loss                                                                                                 |  |               | (68,242    | ) |              |  
|Accumulated deficit                                                                                                                  |  |               | (4,173,349 | ) |              |  
|                                                                                                                                     |  |               |            |   |              |  
|Total Stockholders' Equity (Deficit)                                                                                                 |  |               | (4,103,534 | ) |              |  
|                                                                                                                                     |  |               |            |   |              |  
|TOTAL LIABILITIES STOCKHOLDERS' EQUITY (DEFICIT)                                                                                     |  | $             | 342,432    |   |              | $





The accompanying notes are an integral part
of these consolidated financial statements



33







RegenoCELL Therapeutics, Inc.

Consolidated Statements of Operations



|                                                     |  | For the Years Ended |           
|---------------------------------------------------- |  | ------------------- | ----------
|                                                     |  | December 31,        |           
|                                                     |  | 2010                |           
|                                                     |  | (As Restated)       |           
|REVENUES                                             |  | $                   | 910,048   
|                                                     |  |                     |           
|OPERATING EXPENSES                                   |  |                     |           
|General and administrative                           |  |                     | 331,230   
|Payroll expenses                                     |  |                     | 696,579   
|Development costs                                    |  |                     | -         
|Research and development                             |  |                     | 92,411    
|Professional fees                                    |  |                     | 545,683   
|Impairment of licensing rights                       |  |                     | 2,740,614 
|Depreciation                                         |  |                     | 58,788    
|                                                     |  |                     |           
|Total Operating Expenses                             |  |                     | 4,465,305 
|                                                     |  |                     |           
|OPERATING INCOME (LOSS)                              |  |                     | (3,555,257
|                                                     |  |                     |           
|OTHER INCOME (EXPENSE)                               |  |                     |           
|Interest expense                                     |  |                     | (360,320  
|Other income                                         |  |                     | 105,059   
|                                                     |  |                     |           
|Total Other Income (Expenses)                        |  |                     | (255,261  
|                                                     |  |                     |           
|NET LOSS BEFORE INCOME TAXES                         |  |                     | (3,810,518
|                                                     |  |                     |           
|Income taxes                                         |  |                     | -         
|                                                     |  |                     |           
|NET LOSS                                             |  | $                   | (3,810,518
|                                                     |  |                     |           
|OTHER COMPREHENSIVE INCOME (LOSS)                    |  |                     |           
|                                                     |  |                     |           
|Foreign currency translation adjustment              |  |                     | (68,242   
|                                                     |  |                     |           
|TOTAL COMPREHENSIVE LOSS                             |  | $                   | (3,878,760
|                                                     |  |                     |           
|BASIC AND DILUTED LOSS PER COMMON SHARE              |  | $                   | (0.05     
|                                                     |  |                     |           
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |  |                     | 81,071,016



The accompanying notes are an integral part
of these consolidated financial statements



34







RegenoCELL Therapeutics, Inc.

Consolidated Statements of Stockholders Deficit
(As Restated)



|                                                                                             |  |              |             |   |         |   |        |               |  |   | Accumulated |  |  |         |         |   |       |  
|-------------------------------------------------------------------------------------------- |  | ------------ | ----------- | - | ------- | - | ------ | ------------- |  | - | ----------- |  |  | ------- | ------- | - | ----- | -
|                                                                                             |  |              |             |   |         |   |        | Additional    |  |   | Other       |  |  |         |         |   |       |  
|                                                                                             |  | Common Stock |             |   | Paid-in |   |        | Comprehensive |  |   | Accumulated |  |  |         |        
|                                                                                             |  | Shares       |             |   | Amount  |   |        | Capital       |  |   | Deficit     |  |  | Deficit |         |   | Total |  
|                                                                                             |  |              |             |   |         |   |        |               |  |   |             |  |  |         |         |   |       |  
|December 31, 2008 - Balance                                                                  |  |              | 131,437,500 |   |         | $ | 13,144 |               |  | $ | 4,913       |  |  | $       | -       |   |       | $
|                                                                                             |  |              |             |   |         |   |        |               |  |   |             |  |  |         |         |   |       |  
|December 30, 2009 - Cancellation of restricted  common stock issued on July 22,
    2009     |  |              | (90,000,000 | ) |         |   | (9,000 | )             |  |   | -           |  |  |         | -       |   |       |  
|                                                                                             |  |              |             |   |         |   |        |               |  |   |             |  |  |         |         |   |       |  
|Net loss for the year ended December 31, 2009                                                |  |              | -           |   |         |   | -      |               |  |   | -           |  |  |         | -       |   |       |  
|                                                                                             |  |              |             |   |         |   |        |               |  |   |             |  |  |         |         |   |       |  
|December 31, 2009 - Balance                                                                  |  |              | 41,437,500  |   |         |   | 4,144  |               |  |   | 4,913       |  |  |         | -       |   |       |  
|                                                                                             |  |              |             |   |         |   |        |               |  |   |             |  |  |         |         |   |       |  
|January 1, 2010- Issuance of  restricted common stock
    in acquisition of licensing rights |  |              | 40,000,000  |   |         |   | 4,000  |               |  |   | -           |  |  |         | -       |   |       |  
|                                                                                             |  |              |             |   |         |   |        |               |  |   |             |  |  |         |         |   |       |  
|July 6, 2010 - Issuance of common  stock for services                                        |  |              | 200,000     |   |         |   | 20     |               |  |   | 99,980      |  |  |         | -       |   |       |  
|                                                                                             |  |              |             |   |         |   |        |               |  |   |             |  |  |         |         |   |       |  
|August 11, 2010 - Issuance of restricted common  stock
    for cash                          |  |              | 50,000      |   |         |   | 5      |               |  |   | 24,995      |  |  |         | -       |   |       |  
|                                                                                             |  |              |             |   |         |   |        |               |  |   |             |  |  |         |         |   |       |  
|Foreign currency translation adjustment                                                      |  |              | -           |   |         |   | -      |               |  |   | -           |  |  |         | (68,242 | ) |       |  
|                                                                                             |  |              |             |   |         |   |        |               |  |   |             |  |  |         |         |   |       |  
|Net loss for the year ended December 31, 2010                                                |  |              | -           |   |         |   | -      |               |  |   | -           |  |  |         | -       |   |       |  
|                                                                                             |  |              |             |   |         |   |        |               |  |   |             |  |  |         |         |   |       |  
|December 31, 2010 - Balance                                                                  |  |              | 81,687,500  |   |         | $ | 8,169  |               |  | $ | 129,888     |  |  | $       | (68,242 | ) |       | $



The accompanying notes are an integral part
of these consolidated financial statements



35







RegenoCELL Therapeutics, Inc.

Consolidated Statements of Cash Flows



|                                                                       |  | For the Years Ended |           
|---------------------------------------------------------------------- |  | ------------------- | ----------
|                                                                       |  | December 31,        |           
|                                                                       |  | 2010                |           
|                                                                       |  | (As Restated)       |           
|OPERATING ACTIVITIES                                                   |  |                     |           
|Net Loss                                                               |  | $                   | (3,810,518
|Adjustments to reconcile net loss to net cash                          |  |                     |           
|provided by operating activities:                                      |  |                     |           
|Depreciation                                                           |  |                     | 58,788    
|Common stock issued for services                                       |  |                     | 100,000   
|Impairment of licensing rights                                         |  |                     | 2,740,614 
|Amortization of discount on note payable                               |  |                     | 314,573   
|Expenses paid pursuant to note payable - related party                 |  |                     | 107,630   
|Changes in operating assets and liabilities:                           |  |                     |           
|Accounts receivable                                                    |  |                     | (33,000   
|Other current assets                                                   |  |                     | (11,381   
|Accounts payable and accrued expenses                                  |  |                     | 223,933   
|Accrued payroll expenses                                               |  |                     | 391,094   
|                                                                       |  |                     |           
|Net cash provided by (used in) operating activities                    |  |                     | (177,409  
|                                                                       |  |                     |           
|INVESTING ACTIVITIES                                                   |  |                     |           
|Acquisition of property and equipment                                  |  |                     | -         
|Cash paid for licensing rights                                         |  |                     | (100,000  
|                                                                       |  |                     |           
|Net cash used in investing activities                                  |  |                     | (100,000  
|                                                                       |  |                     |           
|FINANCING ACTIVITIES                                                   |  |                     |           
|Common stock issued for cash                                           |  |                     | 25,000    
|Proceeds from note payable                                             |  |                     | 10,000    
|Proceeds from notes payable - related parties                          |  |                     | 245,282   
|Payments on notes payable - related parties                            |  |                     | (53,000   
|                                                                       |  |                     |           
|Net cash provided by financing activities                              |  |                     | 227,282   
|                                                                       |  |                     |           
|EFFECTS OF EXCHANGE RATE CHANGES                                       |  |                     | (48,516   
|                                                                       |  |                     |           
|NET INCREASE (DECREASE) IN CASH                                        |  |                     | (98,643   
|CASH AT BEGINNING OF PERIOD                                            |  |                     | 102,079   
|CASH AT END OF PERIOD                                                  |  | $                   | 3,436     
|                                                                       |  |                     |           
|SUPPLEMENTAL CASH FLOW DISCLOSURES                                     |  |                     |           
|Cash paid for interest                                                 |  | $                   | -         
|Cash paid for income taxes                                             |  | $                   | -         
|                                                                       |  |                     |           
|NON-CASH INVESTING AND FINANCING ACTIVITIES                            |  |                     |           
|Assets purchased for debt, common stock, and assumption of liabilities |  | $                   | 5,238,266 



The accompanying notes are an integral part
of these consolidated financial statements



36







REGENOCELL THERAPEUTICS, INC.

Notes to the Consolidated Financial Statements

December 31, 2010 (As Restated) and 2009



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Organization and Business Operations



RegenoCELL Therapeutics, Inc. (formerly Good Buddy's Coffee Express,
Inc.) (The "Company") was incorporated in the State of Florida on February 1, 2002. The Company was originally located
in South Carolina and was incorporated in order to develop a national chain of high quality, drive-through, coffee outlets. In
July 2008 the Company relocated its headquarters to Massachusetts and amended its corporate mission so as to develop a stem-cell
therapy business for the treatment of congestive heart failure and peripheral artery disease. On July 7, 2008, the Company amended
its Articles of Incorporation changing the name of the corporation to RegenoCELL Therapeutics, Inc.



The mission of the Company is to bring stem cell therapy treatments
to the market as quickly as possible. The Company’s therapy utilizes a process 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.



Principles of Consolidation



The accompanying financial statements include the accounts of RegenoCELL
Therapeutics, Inc. and its wholly-owned subsidiaries, Regenocell Laboratories, Ltd., and Regenocell, Ltd.  All inter-company
transactions have been eliminated in the consolidation.



Accounting Method



The Company’s financial statements are prepared using the
accrual method of accounting.  The Company has elected a December 31 year-end.



Concentration of Credit Risk



The Company's financial instruments that are exposed to concentration
of credit risk are cash.  Additionally, the Company maintains cash balances in bank deposit accounts which, at times,
may exceed federally insured limits.



Financial Instruments



As of December 31, 2010, the Company's financial instruments consist
primarily of cash and restricted cash. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial instruments.



Fair Value of Financial Instruments



Under the Financial Accounting Standards Board (FASB”) issued
Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, the Company is
permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded
in earnings. We elected not to measure any eligible items using the fair value option. Consistent with Fair Value Measurement
Topic of the FASB ASC, we implemented guidelines relating to the disclosure of our methodology for periodic measurement of our
assets and liabilities recorded at fair market value.



Fair value is defined as the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A
three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority
to unobservable inputs (level 3 measurements). These tiers include:



37







REGENOCELL THERAPEUTICS, INC.

Notes to the Consolidated Financial Statements

December 31, 2010 (As Restated) and 2009



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)



Fair Value of Financial Instruments (Continued)



| | - | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
| | - | --------------------------------------------------------------------------------------------------------



| | - | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company’s Level 1 assets primarily include cash, cash
equivalents and restricted cash. Valuations are obtained from readily available pricing sources for market transactions involving
identical assets or liabilities. The carrying amounts of accounts payable, amounts due to related parties, and shareholder loans,
approximate their fair values due to the immediate or short-term maturities of these financial instruments.



The Company’s Level 2 assets and liabilities primarily include
a promissory note issued to unrelated parties of the Company, which is discounted at market rate for similar instruments.



The Company has no level 3 assets or liabilities.



Comprehensive Income (Loss)



Total comprehensive income (loss) represents the net change in stockholders'
equity during a period from sources other than transactions with stockholders and as such, includes net earnings (loss). For the
Company, the components of other comprehensive income (loss) are the changes in the cumulative foreign currency translation adjustments
and are recorded as components of stockholders' equity.



Stock-Based Compensation



In October 1995, the FASB issued SFAS No. 123, “Accounting
for Stock-Based Compensation” (ASC 718). ASC 718 prescribes accounting and reporting standards for all stock-based compensation
plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. ASC 718
requires compensation expense to be recorded using the new fair value method.  The Company has opted for the disclosure
provisions of ASC 718.



Reclassifications



Certain comparative figures have been reclassified to conform to
the current year’s presentation.



Cash Equivalents



For purposes of cash flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held
for investment purposes.  The Company at times may maintain a cash balance in excess of insured limits.  The
Company had $3,436 and $102,079 of cash and cash equivalents outstanding as of December 31, 2010 and 2009.



38







REGENOCELL THERAPEUTICS, INC.

Notes to the Consolidated Financial Statements

December 31, 2010 (As Restated) and 2009



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)



Accounts Receivable



The Company periodically reviews its trade receivables for potential
collectability issues.  The Company has implemented the policy to periodically create an allowance for bad debts for
those trade receivables older than 120 days outstanding.  For the years ended December 31, 2010 and 2009, the Company
recognized no bad debt expense as all accounts were deemed to be fully collectible.



Fixed Assets



Fixed assets are stated at cost.  Major additions and
improvements are capitalized in the month following the month in which the assets or improvement are deemed to be placed in service.
Maintenance and repairs are expensed as incurred. Upon disposition, the net book value is eliminated from the accounts, with the
resultant gain or loss reflected in operations. Depreciation expense is computed on a straight-line basis over the estimated useful
lives of the assets as follows:



|Machinery and equipment:                         | 5 years  
|------------------------------------------------ | ---------
|Furniture and fixtures & leasehold improvements: | 5-7 years
|Computers and software:                          | 2 years  
|Vehicles:                                        | 5 years  



The Company periodically assesses the recoverability of property,
plant and equipment and evaluates such assets for impairment whenever events or changes in circumstances indicate that the net
carrying amount of an asset may not be recoverable. Asset impairment is determined to exist if estimated future cash flows, undiscounted
and without interest charges, are less than the net carrying amount.



Intangible Assets



Intangible assets are stated at cost.  Amortization expense
is computed on a straight-line basis over the estimated useful lives of the intangible assets.  Periodically, management
reviews intangible assets for potential impairment issues.  If management determines that the carrying value of an intangible
asset is less than the undiscounted future cash flows expected to be derived from the intangible asset, the Company records an
impairment expense for the calculated difference.  During the year ended December 31, 2010 the Company recorded impairment
expense of $2,740,614, relating to certain licensing rights acquired.



Revenue Recognition



The Company recognizes revenue primarily from stem cell processing.  The
Company recognizes revenue when the services are completed, delivery has occurred, and collection is reasonably assured and all
obligations with respect to the transaction are satisfied.



Provision for Taxes



The Company applies ASC 740, which requires the asset and liability
method of accounting for income taxes.  This method requires that the current or deferred tax consequences of all events recognized
in the financial statements be measured by applying the provisions of enacted tax laws to determine the amount of taxes payable
or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation
allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets
will not be recovered.



39







REGENOCELL THERAPEUTICS, INC.

Notes to the Consolidated Financial Statements

December 31, 2010 (As Restated) and 2009



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)



Earnings (Loss) Per Share



The Company presents "basic" earnings (loss) per share
and, if applicable, "diluted" earnings per share pursuant to the provisions of ASC 740. Basic earnings (loss) per share
are calculated by dividing net income or loss by the weighted average number of shares outstanding during each period. The calculation
of diluted earnings (loss) per share is the same as the basic earnings (loss) per share.



Use of Estimates



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



Foreign Currency Translation



Assets and liabilities of the Company's foreign operations are translated
from its functional currency of the New Israeli Shekel into its reporting currency of the U.S. dollar at period-end exchange rates.
Net exchange gains or losses resulting from such translation are excluded from net loss but are included in comprehensive income
(loss) and accumulated in a separate component of stockholders' equity. Income and expenses are translated at the average exchange
rate for the period.  Equity transactions are translated at historical rates.



Recent Accounting Pronouncements



During the year ended December 31, 2010 the Company adopted the
following accounting pronouncements, which had no impact on the Company’s financial statements or results of operations:



In January 2010, the FASB issued Accounting Standards Update 2010-02,
Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies,
but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes
the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may
exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts
FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at
the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied
retrospectively to the first period that an entity adopted FAS 160.



In January 2010, the FASB issued Accounting Standards Update 2010-01,
Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging
Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them
to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes
of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied
on a retrospective basis.



In December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting
Standards Update amends the FASB Accounting Standards Codification for Statement 167.



In December 2009, the FASB issued Accounting Standards Update 2009-16,
Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the
FASB Accounting Standards Codification for Statement 166.



40







REGENOCELL THERAPEUTICS, INC.

Notes to the Consolidated Financial Statements

December 31, 2010 (As Restated) and 2009



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)



Recent Accounting Pronouncements (Continued)



In October 2009, the FASB issued Accounting Standards Update 2009-15,
Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting
Standards Update amends the FASB Accounting Standard Codification for EITF 09-1.



In October 2009, the FASB issued Accounting Standards Update 2009-14,
Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for
revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements
entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted.



Major Customers



During the year ended December 31, 2010 the Company had two customers
to whom sales exceeded 10 percent of the Company’s total sales for the period.  Each customer is an unrelated third
party.  These two companies combined to constitute approximately 94.73 percent of the Company’s gross revenues for the
year ended December 31, 2010.  No revenue was recognized from these customers during the year ended December 31, 2009.



NOTE 2 - GOING CONCERN



The Company's financial statements are prepared using generally
accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization
of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.
If the Company is unable to obtain adequate capital, it could be forced to cease operations.



In order to continue as a going concern, the Company will need,
among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital
from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing.
However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.



The ability of the Company to continue as a going concern is dependent
upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources
of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might
be necessary if the Company is unable to continue as a going concern.



NOTE 3 – PROPERTY AND EQUIPMENT



Property and equipment are stated at cost.  Depreciation
is computed over the estimated life of the assets. Depreciation expense for the years ended December 31, 2010 and 2009 amounted
to $58,788 and $207, respectively.  Gains from losses on sales and disposals are included in the statements of operations.  Maintenance
and repairs are charged to expense as incurred.  As of December 31, 2010 and 2009 property and equipment consisted
of the following:



41







REGENOCELL THERAPEUTICS, INC.

Notes to the Consolidated Financial Statements

December 31, 2010 (As Restated) and 2009



NOTE 3 – PROPERTY AND EQUIPMENT (Continued)



|                             |  | December 31, |         |   | December 31, |  
|---------------------------- |  | ------------ | ------- | - | ------------ | -
|                             |  | 2010         |         |   | 2009         |  
|Machinery and equipment      |  | $            | 158,243 |   |              | $
|Computers and software       |  |              | 30,896  |   |              |  
|Vehicles                     |  |              | 1,046   |   |              |  
|Leasehold improvements       |  |              | 16,090  |   |              |  
|Furniture and fixtures       |  |              | 6,604   |   |              |  
|Accumulated  depreciation    |  |              | (61,899 | ) |              |  
|Total property and equipment |  | $            | 150,980 |   |              | $



NOTE 4 – RELATED PARTY TRANSACTIONS



Related-Party Payables



During the years ended December 31, 2010 and 2009 the Company received
various cash advances from related parties, and has had various expenses paid on its behalf by related parties.  At December
31, 2010 and 2009, these amounts totaled $309,454 and $41,766, respectively.  Accordingly, the Company holds a note payable
to the related party at December 31, 2010 and 2009 in the amount of $309,454 and $41,766, respectively.  The note bears
no interest, is due on demand and is uncollateralized.



On June 26, 2008 the Company entered into a note payable agreement
with a related party whereby the Company borrowed $39,164.  The note bears interest at a rate of 5.0 percent per
annum, and is convertible into shares of the Company’s common stock at $1.00 per share.



Note Payable – Related Party



On January 7, 2010 the Company consummated an agreement to purchase
the intangible assets of Yieldex, Inc., a company incorporated in Hong Kong.  Pursuant to the terms of the agreement,
the Company purchased the rights to certain patents and patent applications in connection with its activities of stem cell research,
therapy development, and clinical trials, under the trade name "TheraVitae."  The agreement also assigned rights
to testing procedures, testing results, and full copy data from clinical trials conducted by the seller over its operating and
research history.  This also includes all other related procedures, software files, etc.  The assets were acquired
in exchange for 40,000,000 shares of the Company’s common stock, $100,000 cash, and a non-interest bearing note, payable
January 25, 2015, in the amount of $4,900,000. Per the terms of the agreement, repayment of the note will be made out of proceeds
of revenues relating to the assigned intangible assets and out of capital raised by management.  Pursuant to this transaction,
Yieldex became a related-party entity.



The Company’s related-party note payable to Yieldex, with
a face value of $4,900,000, has been discounted to present value assuming a 12 percent interest rate. The amount of the discount
was calculated to be $2,227,302, and is being amortized using the effective interest method over the term of the note and charged
to interest expense on the income statement. As of December 31, 2010 the unamortized discount was $1,912,729.



NOTE 5 – NOTES PAYABLE



The Company has issued various unsecured demand promissory notes
to a major shareholder and other unrelated individuals as of December 31, 2010.  This major shareholder has personally
guaranteed the principal of one demand note and in return has been granted first lien on the assets of the corporation.  Subsequent
to year end, one of the notes payable outstanding went into default which meant that the default terms of the note went into effect.  Please
see Note 8 for description of default terms of this note.  The detail of the Company debt as of December 31, 2009, is
as follows:



42







REGENOCELL THERAPEUTICS, INC.

Notes to the Consolidated Financial Statements

December 31, 2010 (As Restated) and 2009



NOTE 5 – NOTES PAYABLE (Continued)



|                                                                |  | Principle |         |  | Principle |  
|--------------------------------------------------------------- |  | --------- | ------- |  | --------- | -
|                                                                |  | 2010      |         |  | 2009      |  
|February 5, 2005 - Demand Note, 5% per annum.                   |  | $         | 50,000  |  |           | $
|October 1, 2008 – Demand Note, 0% per annum.                    |  |           | 12,500  |  |           |  
|December 31, 2009 – Demand Note, 5% per annum.                  |  |           | 102,000 |  |           |  
|May 5, 2010 – Demand Note, 5% per annum                         |  |           | 10,000  |  |           |  
|                                                                |  |           |         |  |           |  
|Total Notes Payable                                             |  |           | 174,500 |  |           |  
|                                                                |  |           |         |  |           |  
|Interest expense for the year ending December 31, 2010 and 2009 |  | $         | 7,480   |  |           | $



NOTE 6 – STOCKHOLDERS’ EQUITY



On January 7, 2010 the Company issued 40,000,000 shares of common
stock pursuant to an Asset Purchase Agreement (see Note 4).  The shares were valued at par value ($0.0001), resulting
in a total share value of $4,000.



On July 6, 2010 the Company issued 200,000 shares of common stock
as payment for legal services rendered.  The shares were valued at $0.50 per share, resulting in a total share value
of $100,000.



On August 11, 2010 the Company issued 50,000 shares of common stock
for cash at $0.50 per share, for an aggregate share value of $25,000.  Pursuant to this transaction the investor also
received warrants to purchase an additional 50,000 shares of common stock at $0.75 per share.



NOTE 7 – INCOME TAXES (AS RESTATED)



The Company provides for income taxes under Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in
accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement
and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. The Company’s
predecessor operated as entity exempt from Federal and State income taxes.



SFAS No. 109 requires the reduction of deferred tax assets by a
valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred
tax assets will not be realized.



The provision for income taxes differs from the amounts which would
be provided by applying the statutory federal income tax rate of 39% to net the loss before provision for income taxes for the
following reasons:



|                                     |  | December 31, |            |   | December 31, |  
|------------------------------------ |  | ------------ | ---------- | - | ------------ | -
|                                     |  | 2010         |            |   | 2009         |  
|Income tax expense at statutory rate |  | $            | (1,486,102 | ) |              | $
|Common stock issued for services     |  |              | 39,000     |   |              |  
|Impairment of licensing rights       |  |              | 1,068,839  |   |              |  
|Valuation allowance                  |  |              | 378,263    |   |              |  
|Income tax expense per books         |  | $            | -          |   |              | $



Net deferred tax assets consist of the following components as of:



|                       |  | December 31, |          |   | December 31, |  
|---------------------- |  | ------------ | -------- | - | ------------ | -
|                       |  | 2010         |          |   | 2009         |  
|NOL carryover          |  | $            | 519,767  |   |              | $
|Valuation allowance    |  |              | (519,767 | ) |              |  
|Net deferred tax asset |  | $            | -        |   |              | $



43







REGENOCELL THERAPEUTICS, INC.

Notes to the Consolidated Financial Statements

December 31, 2010 (As Restated) and 2009



NOTE 7 – INCOME TAXES AS RESTATED (Continued)



Due to the change in ownership provisions of the Tax Reform Act
of 1986, net operating loss carry forwards of $1,627,606 for federal income tax reporting purposes are subject to annual limitations.
When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years.



NOTE 8 - ASSET PURCHASE



In January, 2010 the Company created a wholly-owned foreign subsidiary
in Israel for the purpose of developing and operating the laboratory facilities associated with its products. The name of the subsidiary
is Regenocell Laboratories Ltd.  On January 7th 2010, Regenocell Laboratories Ltd. consummated an Asset Purchase Agreement
with TheraVitae Limited. Under the terms of the agreement the Company acquired certain assets of TheraVitae Limited at a book value
of approximately $370,000, in exchange for assuming certain liabilities of approximately $334,000 and $100,000 in cash (all currency
is in US dollars).





|Consideration Paid:                |  |   |            |   |  |   |           | 
|---------------------------------- |  | - | ---------- | - |  | - | --------- | 
|Cash paid                          |  | $ | 100,000    |   |  |   |           | 
|Liabilities assumed                |  |   | 334,266    |   |  |   |           | 
|Common stock issued                |  |   | 4,000      |   |  |   |           | 
|Note payable                       |  |   | 4,900,000  |   |  |   |           | 
|Discount on note payable           |  |   | (2,227,302 | ) |  |   |           | 
|Total Purchase Price               |  |   |            |   |  | $ | 3,110,964 | 
|Consideration Received:            |  |   |            |   |  |   |           | 
|Assets                             |  |   | 370,350    |   |  |   |           | 
|Licenses and intellectual property |  |   | 2,740,614  |   |  |   |           | 
|Net Value of Assets Purchased      |  |   |            |   |  | $ | 3,110,964 | 





NOTE 9 – COMMITMENTS AND CONTINGENCIES



Litigation



Kwalata Trading Limited - On February 10, 2010, Kwalata Trading
Limited, a wholly owned subsidiary of TheraVitae, Inc., a Canadian corporation, obtained an ex parte order from the District Court
for the Central Region of Israel to seize the intellectual property alleged owned by Kwalata which is in the possession of either
Theravitae, Ltd. or Regenocell Laboratories Ltd., the wholly owned Israeli subsidiary corporation of the Company. The Court appointed
trustee took files and computers including computers dedicated solely to equipment from  Regenocell Laboratories facilities
at 7, Pinchas St., Ness Ziona in what the Company considered to be an unlawful attempt to close the facilities.



Prior to a scheduled hearing, a settlement agreement was reached
which then became the resolution of the case by the District Court for the Central Region of Israel.  All equipment and
files taken are to be returned subject to copying by the applicants at their expense.  Excluded from copying are attorney-client
privileged documents, business documents and private documents.  Regenocell Laboratories and the Company agree not to
disclose the alleged intellectual property to third parties except in the ordinary course of business, for government filings and
when a non disclosure agreement is obtained. This order remains in effect until a subsequent order by the Court or the resolution
of an arbitration begun in Canada by Kwalata against TheraVitae, Ltd.



As a consequence, the Company continues to operate in Israel, is
able to process patients and is able to open new locations to treat patients.  The Company also believes that the claims
made by Kwalata Trading are without merit and no monies will be due after resolution of the arbitration.



44







REGENOCELL THERAPEUTICS, INC.

Notes to the Consolidated Financial Statements

December 31, 2010 (As Restated) and 2009



NOTE 9 – COMMITMENTS AND CONTINGENCIES (Continued)



Litigation (Continued)



TheraVitae, Inc. - On October 20, 2010, TheraVitae, Inc., the same
Canadian corporation involved in the litigation in Israel, served the Company with a Statement of Claim filed with the Ontario,
Canada Superior Court of Justice alleging breach of a Confidentiality and Non-Circumvention Agreement.  On December 29,
2010, the company filed its Statement of Defence.  On February 23, 2011, the Company moved for Summary Judgment.  TheraVitae
at the same time cross moved to dismiss the Company’s defenses.  The hearing on the two motions is scheduled for
October 1, 2011.  The Company believes that the Statement of Claim is without merit and that no monies will be due after
resolution of this action.



Office Lease



The Company leases office space in Kiryat Weizmann, Israel under
an operating lease. The lease provides for a lease payment of $12,585 per month beginning August 30, 2006 expiring August 31, 2011.  Future
minimum lease payments under the terms of the operating leases are as follows:



|2011       |  | $ | 100,681 | 
|---------- |  | - | ------- | 
|Thereafter |  |   | -       | 
|Total      |  | $ | 100,681 | 



NOTE 10 – SUBSEQUENT EVENTS



Subsequent to December 31, 2010 the Company borrowed $393,302 from
a related party pursuant to a non-interest bearing, unsecured note.  The Company made payments totaling $254,750 on the
note, resulting in $138,552 in net related-party borrowings subsequent to December 31, 2010.



NOTE 11 – RESTATEMENT



During November 2012, the Company discovered
material errors associated with the financial statements issued for the period January 1, 2010 to December 31, 2010.



The Company has determined that its previously filed Form 10-K included
an amount related to payroll liabilities that was overstated.  The previous balance was $391,124; the new restated amount
is $131,982. As a result the Company restated the December 31, 2010 financial statements.



The Company adjusted previously issued financial statements to reflect
the following in connection with the restatement:



|                                        |  | As Restated |            |   | Adjustment |   |          | As Previously
Reported | 
|--------------------------------------- |  | ----------- | ---------- | - | ---------- | - | -------- | ---------------------- | 
|                                        |  |             |            |   |            |   |          |                        | 
|Payroll  Liabilities                    |  | $           | 131,982    |   |            | $ | (259,142 | )                      | 
|Accumulated deficit                     |  |             | (4,173,349 | ) |            |   | (246,613 | )                      | 
|Total stockholders’ deficit             |  |             | (4,103,534 | ) |            |   | (259,142 | )                      | 
|Payroll Expense                         |  |             | 696,579    |   |            |   | (246,613 | )                      | 
|Net Loss                                |  |             | (3,810,518 | ) |            |   | (246,613 | )                      | 
|Foreign Currency Translation Adjustment |  |             | (68,242    | ) |            |   | 12,529   |                        | 
|Net loss per share- Basic and Diluted   |  | $           | (0.05      | ) |            | $ | (0.00    | )                      | 



45







|Item 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------



By letter dated March 20, 2010, Lieberman, Sharma & Associates
PA (“Lieberman”) resigned as the independent auditor for the Company effective January 1, 2010 because the firm has
elected to no longer continue as a reporting firm under the guidelines of the Public Company Accounting Oversight Board (PCAOB).



Lieberman’s reports on the financial statements of the Company
for the fiscal years ended December 31, 2008, December 31, 2007, December 31, 2006, December 31, 2005, December 31, 2004 and for
the period from February 1, 2002 (inception) through December 31, 2008 contain no adverse opinion or disclaimer of opinion. Except
for the going concern qualifications, there were no other qualifications.



The Company’s Board of Directors approved the change in independent
auditors.



For the fiscal year ended December 31, 2008, December 31, 2007,
December 31, 2006, December 31, 2005, December 31, 2004 and for the period from February 1, 2002 (inception) through December 31,
2008 and for the period January 1, 2009 through January 1, 2010 (the date the relationship ended with the former auditor), there
has been no disagreement between the Company and Lieberman, on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Lieberman would have caused
it to make a reference to the subject matter of the disagreement in connection with its reports.



During the fiscal years ended December 31, 2008, December 31, 2007,
December 31, 2006, December 31, 2005 and December 31, 2004, and for the period from February 1, 2002 (inception) through December
31, 2008 and for the period from January 1, 2009 through January 1, 2010 (the date the relationship ended with the former auditor),
the Company has not been advised of any matter described in Regulation S-B, Item 304 (a) (1) B).



The Company engaged Sadler, Gibb and Associates, P.O. Box 411, Farmington,
Utah 84025 (“Gibb”) as its new independent auditors as of February 23, 2010.  Prior to such date the Company
did not consult with Gibb regarding (i) the application of accounting principles, (ii) the type of audit opinion that might be
rendered by Gibb, or (iii) any other matter that was subject of a disagreement between the Company and its former auditor as described
in Item 304 (a) (1) (iv) of Regulation S-B.



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.



46







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's assets;



•           	Provide reasonable assurance that
transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures 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.





47







Item 9B.  OTHER INFORMATION



None.



Part III



Item 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE



The following table sets forth certain information
as of the date of this report with respect to the directors and executive officers of the Company.  A summary of the
background and experience of each of these individuals is set forth after the table. Each director holds such position until the
next annual meeting of the Company's shareholders and until his respective successor has been elected and qualifies. Any of the
Company's directors may be removed with or without cause at any time by the vote of the holders of not less than a majority of
the Company's then outstanding Common Stock. Other than as otherwise provided in an employment agreement, officers are elected
annually by the Board of Directors. Any of the Company's officers may be removed with or without cause at any time by the Company's
Board of Directors.



Directors and Executive Officers



Our directors, executive officers and key employees are as follows:



|Name:              |  | Age |  | Position               |  | Director since
|------------------ |  | --- |  | ---------------------- |  | --------------
|                   |  |     |  |                        |  |               
|James F. Mongiardo |  | 65  |  | President and Chairman |  | 2008          
|                   |  |     |  |                        |  |               
|Joanna C. Coogan   |  | 37  |  | Secretary              |  | Not a Director



From September 30, 2002 through July 2, 2008, Scott Massey, 39,
was the sole officer and director of the Company. Mr. Massey served as the Company’s President, principal executive officer,
principal financial officer and director.



Beginning July 16, 2008, James F. Mongiardo
replaced Mr. Massey as  director and was elected Chief Executive Officer, President, Treasurer and Secretary of the Company.  Mr.
Mongiardo will serve as a director of the Company until the next annual meeting of stockholders and until his successor is elected
and qualified or until his earlier resignation or removal.  Mr. Mongiardo will serve as Chief Executive Officer, President,
Treasurer and Secretary of the Company until his successor is chosen and qualified or until his earlier resignation or removal.



48







Mr. Mongiardo served as interim and then Chief
Operating Officer and director of Total ReCord, Inc. from November 2005 to December 2006.  He served as sole director
and President, Chief Executive Officer, Treasurer and Secretary of CardioBioMedical Corporation from its inception May 2003.  In
2000, Mr. Mongiardo formed Homewood Capital Group, LLC, an investment advisory firm specializing in institutional private placements
for emerging companies, at which he currently serves as Managing Director.  From 1995 to 2000, Mr. Mongiardo served as
Managing Director of LBC Capital, LLC, an investment banking firm.  Mr. Mongiardo was Chief Executive Officer of Epigen,
Inc., which subsequently changed its name to Egenix, Inc, from 1991 to 1993, and President in 1994.  During 1989 and
1990, he served as Vice President of Corporate Development for Organogenesis, Inc.  He served as Chief Executive Officer
of Medivix, Inc., a public health care services company that provided mail order prescription services for employers and unions,
from 1986 to 1988. From 1984 to 1986, Mr. Mongiardo served as President and Chief Operating Officer of Photec Diagnostics, a venture-capital
financed diagnostic company that subsequently changed its name to Photest Diagnostics Inc.  He served in various capacities
from 1973 to 1984 at Schering-Plough Corporation.  While head of U.S. marketing for the pharmaceutical division of Schering-Plough
from 1980 to 1983, he introduced 12 new over-the-counter and prescription products.  Mr. Mongiardo is a graduate of Johns
Hopkins University (B.A.) and Harvard Law School (J.D.).



Neither Mr. Massey nor Mr. Mongiardo serve as a director of any
other reporting company, and there are no family relationships among the directors or executive officers (or any nominees therefor)
of the Company or its subsidiary or any legal proceedings involving such individuals except as noted below.



Joanna C. Coogan was elected Secretary on January 26, 2011.  Ms.
Coogan is a graduate of Johns Hopkins University (Bachelor of Arts.) and the Yale University (School of Music Masters of Music).
She is an internationally acclaimed soprano and recognized for her effortless coloratura and spell-binding charisma on stage and
is in high demand for both operatic and symphonic repertoire.  Opera News gushes:”Petite, with a theater-filling
smile, she radiated warmth through her unforced, pearly-fresh timbre.” Sharing the stage with such conductors as Neeme Jarvi,
Charles Dutoit and John Fiore, the singer has appeared at New York City Opera, Portland Opera, Caramoor Festival, Central City
Opera and with such orchestras as Philadelphia Orchestra, Pittsburgh Symphony, Detroit Symphony and the Minnesota Orchestra.  She
is the daughter of the President and Chairman, James F. Mongiardo.



Audit Committee



The Company currently does not have an audit committee; until expansion
of the Board to five members as provided in the Yieldex agreement, the sole director will act as the audit committee of the Board
of Directors.



49







Nominations



The Board of Directors nominates candidates to stand for election
as directors; other candidates also may be nominated by any stockholder, provided that such other nomination(s)
are submitted in writing to the Secretary of the Company no later than 90 days prior to the meeting of stockholders at which such
directors are to be elected, together with the identity of the nominator and the number of shares of the Company’s stock
owned, directly or indirectly, by the nominator.  Directors are elected at the annual meeting of the stockholders, except
for vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all
of the stockholders having the right to vote as a single class (which positions may be filled by the affirmative vote of a majority
of the directors then in office, although fewer than a quorum, or by a sole remaining director), and each director elected shall
hold office until such director’s successor is elected and qualified or until the director’s earlier death, resignation
or removal.  )  Pursuant to the terms of the Assignment of Rights agreement between Yieldex, Ltd. and the Company,  40,000,000
(forty million) shares of the Company’s common stock, par value $0.0001, were issued subject to the following.  The
40,000,000 shares are restricted and subject to a two year Lock-Up period beginning January 4, 2010.  These shares are
also subject to a voting agreement.  During the Lock-Up period and for any subsequent period until the shares are sold
to the public in the open market,  the shareholders whose shares are locked up will vote for a maximum of two directors.  The
Company’s shareholders who are not parties to the Lock-Up agreement will vote their shares for the same two directors until
the aggregate number of Yieldex shares are 15,000,000 (fifteen million) or less. The Yieldex shareholders agree to vote the Yieldex
shares for a maximum of three directors designated by James F. Mongiardo.  While this voting rights agreement is in effect,
unanimous approval of all the directors then in office or approval of holders of at least a majority of the shares will be required
for: (i) any proposal to increase capital in a way that would result in dilution of existing shareholders’ percentages by
ten percent (10%) or more; (ii) any proposal to merge, consolidate or amalgamate with any other corporate entity; (iii) any proposal
to sell all or a material part of the assets; and, (iv) any proposal to amend the bylaws.



Directors’ Remuneration



Our directors are presently not compensated for serving on the board
of directors.



Code Of Ethics and Standards of Conduct



In 2010 we had limited operations and have not as of yet adopted
a Code of Ethics and Standards of Conduct.  We plan to consider adopting a Code of Ethics and Standards of Conduct applicable
to our directors, officers and employees in 2011.



Section 16(a) Beneficial Ownership Reporting Compliance



The Company is aware of the following directors, officers or beneficial
owners of more than ten percent of the Company's Common Stock that, during the fiscal year 2006 or for the fiscal year 2007 failed
to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934.



|Scott Massey | Form 5
|------------ | ------
|Phil Dee     | Form 5



50







Item 11.          EXECUTIVE
COMPENSATION.



Employment Agreements



On July 16, 2008 the Company entered into an
employment agreement with Mr. Mongiardo, as Chief Executive Officer and President, for a term of five years at an annual salary
of $250,000, payable at the annual rate of $150,000 upon the Company raising in aggregate in equity or gross revenues $500,000,
and at the annual rate of $250,000 upon the Company raising in aggregate in equity or gross revenues $1,000,000 with additional
annual increases of $50,000 every July 1 over the life of the agreement.  The agreement also calls for the officer to
receive fringe benefits and participate in all Company employment benefits as approved by the Board of Directors.  As
of this date, the Company has not raised the aggregate minimum equity capital or gross revenues and no salary has been accrued
or paid to Mr. Mongiardo.



Summary Compensation Table



The table below sets forth the total compensation accrued by the
Company for the years ended December 31, 2010, 2009, 2008, 2007, 2006, 2005, 2004 and 2003 for the Company’s present and
former President.



Summary Compensation Table



|                            |  |      |      |  | Annual Compensation |   |        | Long-Term Compensation | 
|--------------------------- |  | ---- | ---- |  | ------------------- | - | ------ | ---------------------- | 
|                            |  |      |      |  | Awards              |   |        | Payouts                | 
|Name and                    |  |      |      |  |                     |   |        |                        | 
|Principal Position          |  | Year |      |  | Salary              |   |        | Bonus                  | 
|                            |  |      |      |  |                     |   |        |                        | 
|James F. Mongiardo          |  |      | 2010 |  |                     | $ | 75,000 | *                      | 
|                            |  |      | 2009 |  |                     |   | 0      |                        | 
|                            |  |      | 2008 |  |                     |   | 0      |                        | 
|Scott Massey                |  |      | 2008 |  |                     |   | 0      |                        | 
|Former President, principal |  |      | 2007 |  |                     |   | 0      |                        | 
|executive officer,          |  |      | 2006 |  |                     |   | 0      |                        | 
|principal financial officer |  |      | 2005 |  |                     |   | 0      |                        | 
|and director                |  |      | 2004 |  |                     |   | 0      |                        | 
|                            |  |      | 2003 |  |                     |   | 0      |                        | 
|                            |  |      |      |  |                     |   |        |                        | 
|Inception to 12/31/10       |  |      |      |  |                     | $ | 75,000 | *                      | 



*Pursuant to the terms of James F. Mongiardo’s Employment
Agreement, a reduced salary was due after the Company had gross revenues in excess of $500,000.  This salary was accrued
but not paid.



51







Option and Long—Term Incentive Plans



Effective November 23, 2009, the Company created
the 2009 Stock Option and Incentive Plan (the “Plan”) to provide stock options and other equity interests in the Corporation
to employees, officers, directors, consultants and advisors of the Corporation and its Subsidiaries, all of whom are eligible to
receive Awards under the Plan.  The Plan has up to six million (6,000,000) shares of Corporation’s common stock,
par value $.0001, available for Awards.  Said awards will vest over four years, one quarter after one year and the balance
at one forty-eighth (1/48) of the total Award over the next three years.



On November 23, 2009, the Company approved the
issuance of an Award of five hundred thousand (500,000) shares to Americo Simonini, MD, to serve as Chief Medical Officer of the
Corporation effective the first trading day of the Corporation’s common stock or the date that the fair market value for
the common stock can be determined, whichever is earlier.



Item 12.          SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.



Security Ownership of Certain Beneficial Owners and Management



The following table shows, as of March 31, 2010
the beneficial ownership of Common Stock of the Company by (i) any person or group who is known to the Company to be the beneficial
owner of more than 5% of the Company’s Common Stock, (ii) the sole current director of the Company, (iii) the sole named
executive officer of the Company, and (iv) all current directors and executive officers as a group.



|Name and Address of           |  | Amount and Nature of    |            |  |                  | 
|----------------------------- |  | ----------------------- | ---------- |  | ---------------- | 
|Beneficial Owner              |  | Beneficial Ownership(1) |            |  | Percent of class | 
|                              |  |                         |            |  |                  | 
|James F. Mongiardo            |  |                         | 15,000,000 |  |                  | 
|2 Briar Lane                  |  |                         |            |  |                  | 
|Natick, MA 01760              |  |                         |            |  |                  | 
|                              |  |                         |            |  |                  | 
|Domenic Mazza                 |  |                         | 5,000,000  |  |                  | 
|Apartment 503                 |  |                         |            |  |                  | 
|3700 Galt Ocean Drive N.E.    |  |                         |            |  |                  | 
|Fort Lauderdale, FL 33306     |  |                         |            |  |                  | 
|                              |  |                         |            |  |                  | 
|Yieldex, Ltd.(2)              |  |                         | 40,000,000 |  |                  | 
|Basement                      |  |                         |            |  |                  | 
|Kwong Long Tai Building       |  |                         |            |  |                  | 
|1016 Tai Nam West Street      |  |                         |            |  |                  | 
|Hong Kong                     |  |                         |            |  |                  | 
|                              |  |                         |            |  |                  | 
|Joanna C. Coogan (3)          |  |                         | 0          |  |                  | 
|1 Cedar Lane                  |  |                         |            |  |                  | 
|Chappaqua, New York 10514     |  |                         |            |  |                  | 
|                              |  |                         |            |  |                  | 
|All current directors and     |  |                         | 15,000,000 |  |                  | 
|executive officers as a group |  |                         |            |  |                  | 
|(2 persons)                   |  |                         |            |  |                  | 



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(1)  Unless otherwise indicated, each
of the persons named in the table above has sole voting and investment power with respect to the shares set forth opposite such
person’s name.  With respect to each person or group, percentages are calculated based on the number of shares
beneficially owned, including shares that may be acquired by such person or group within 60 days of March 31, 2011 upon the exercise
of stock options, warrants or other purchase rights, but not the exercise of options, warrants or other rights held by any other
person.



(2)  As part of the transaction between Yieldex, Ltd.
and the Company, 40,000,000 (forty million) shares of the Company’s common stock, par value $.0001, was issued to Yieldex
Ltd and its nominees.  The 40,000,000 shares are restricted and subject to a two year Lock-Up period beginning January
4, 2010.  These shares are also subject to a voting agreement.  During the Lock-Up period and for any subsequent
period until the shares are sold to the public in the open market,  the Board of Directors will be expanded to five members
and the shareholders whose shares are locked up will vote for a maximum of two directors.  The Company’s shareholders
who are not parties to the Lock-Up agreement will vote their shares for the same two directors until the aggregate number of Yieldex
shares are 15,000,000 (fifteen million) or less. The Yieldex shareholders agree to vote the Yieldex shares for a maximum of three
directors designated by James F. Mongiardo.  While this voting rights agreement is in effect, unanimous approval of all
the directors then in office or approval of holders of at least a majority of the shares will be required for: (i) any proposal
to increase capital in a way that would result in dilution of existing shareholders’ percentages by ten percent (10%) or
more; (ii) any proposal to merge, consolidate or amalgamate with any other corporate entity; (iii) any proposal to sell all or
a material part of the assets; and, (iv) any proposal to amend the bylaws.



(3)  Ms. Coogan has no beneficial ownership in any shares.



Item 13.          CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS



Mr. Scott Massey is the founder of our company.  At inception,
Mr. Massey purchased 2,000,000 shares of our common stock at par value for a total purchase price of $200.  On July 16,
2008, pursuant to an Employment Agreement, James F. Mongiardo, President and Chief Executive Officer, was issued 15,000,000 common
shares.



Item 14.          Principal
Accountant Fees and Services.



The
Company paid audit fees to its independent certified public accountant, Sadler, Gibb & Associates in the amount of $15,000
for the year ended December 31, 2010 and $1,500 for the year ended December 31, 2009.



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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:February 29, 2011 | By:                                  
|                        |                                      
|                        | James F. Mongiardo                   
|                        | President 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 February 29, 2011.



| | /s/ James F. Mongiardo        
| | ------------------------------
| | James F. Mongiardo            
| | Principal Executive Officer,  
| | President, Principal Financial
| | Officer, Principal Accounting 
| | Officer and Director          
| |                               
| | /s/ Joanna C. Coogan          
| | Secretary                     





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