UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





AMENDMENT ONE TO FORM 10-K





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


SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2010





Commission File No.


000-50639





RegenoCELL Therapeutics, Inc.


(Exact name of registrant as specified in its Charter)





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





2 Briar Lane, Natick, Massachusetts 01760


(Address of Principal Executive Offices)





(508) 647-4065


(Registrant's telephone number. including area code)





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





Common Stock, par value $0.0001 per share


(Title of Class)





Over-the-Counter Bulletin Board


(Name of Each Exchange on Which Registered)





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





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 xif 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.









REGENOCELL THERAPEUTICS, INC.





Amendment One to Annual Report on Form 10-K


For the Year Ended December 31, 2010





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





ITEM 9A.           CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





In connection with the preparation of this annual report on Form 10-K, 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.









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:September 23, 2011
By: /s/ James F. MongiardoJames F. MongiardoPresident and Chief Executive Officer





In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on September 23, 2011.





/s/ James F. MongiardoJames F. MongiardoPrincipal Executive Officer,President, Principal FinancialOfficer, Principal AccountingOfficer and Director/s/ Joanna C. CooganSecretary