UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
DC 20549



FORM
10-Q



|[X]       | Quarterly
    Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
|--------- | --------------------------------------------------------------------------------------------
|          |                                                                                             
|          | For
    the quarterly period ended June 30, 2011                                            
|          |                                                                                             
|[
      ] | Transition
    Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934        
|          |                                                                                             
|          | For
    the transition period from  to__________                                            
|          |                                                                                             
|          | Commission
                                                          File Number: 333-146834



Regenicin,
Inc.(Exact name of registrant as specified in its charter)



|Nevada                                                             | 27-3083341                           
|------------------------------------------------------------------ | -------------------------------------
|(State
    or other jurisdiction of incorporation or organization) | (IRS
    Employer Identification No.)



|10
    High Court, Little Falls, NJ         
|--------------------------------------------
|(Address
    of principal executive offices)



|(646)
403-3581                                                                        
|--------------------------------------------------------------------------------------
|(Registrant’s
    telephone number)                                                   
|                                                                                      
|_______________________________________________________________                       
|(Former
    name, former address and former fiscal year, if changed since last report)



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days [ ] Yes [X] No



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.



|[
    ] Large accelerated filer Accelerated filer | [
    ] Non-accelerated filer
|------------------------------------------------- | -----------------------------
|[X]
    Smaller reporting company                 |                              



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



State
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 88,236,324
as of April 30, 2011.




Table of Contents




|                                       | TABLE
    OF CONTENTS                                                                 | Page
|-------------------------------------- | ------------------------------------------------------------------------------------- | ----
|PART
        I – FINANCIAL INFORMATION
|Item
    1:                            | Financial Statements                                                                  | 3   
|Item
    2:                            | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4   
|Item
    3:                            | Quantitative and Qualitative Disclosures About Market Risk                            | 12  
|Item
    4:                            | Controls and Procedures                                                               | 12  
|PART
        II – OTHER INFORMATION   
|Item
    1:                            | Legal Proceedings                                                                     | 14  
|Item
    1A:                           | Risk Factors                                                                          | 14  
|Item
    2:                            | Unregistered Sales of Equity Securities and Use of Proceeds                           | 14  
|Item
    3:                            | Defaults Upon Senior Securities                                                       | 15  
|Item
    4:                            | (Removed and Reserved)                                                                | 15  
|Item
    5:                            | Other Information                                                                     | 15  
|Item
    6:                            | Exhibits                                                                              | 15  

2


Table of Contents


PART
I - FINANCIAL INFORMATION



Item
1.	     Financial Statements



|Our
    financial statements included in this Form 10-Q are as follows:
|-----------------------------------------------------------------------
|                                                                       
|F-1                                                                    
|F-2                                                                    
|F-3                                                                    
|F-4                                                                    



These
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the interim period ended June 30, 2011 are not necessarily
indicative of the results that can be expected for the full year.



3


Table of Contents




REGENICIN,
INC.

(A Development
Stage company)

BALANCE
SHEETS





|                                                                                                                                                          | June
    30, |            | September
    30,
|--------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | ---------- | -----------------
|ASSETS                                                                                                                                                    | 2011         |            | 2010             
|CURRENT
    ASSETS                                                                                                                                        | (Unaudited)  |            |                  
|Cash                                                                                                                                                      | $            | 51,088     |                  
|Prepaid
    expenses and other current assets                                                                                                             |              | 118,988    |                  
|                                                                                                                                                          |              |            |                  
|Total
    current assets                                                                                                                                  |              | 170,076    |                  
|                                                                                                                                                          |              |            |                  
|Intangible 
    assets                                                                                                                                    |              | 3,007,500  |                  
|                                                                                                                                                          |              |            |                  
|Total
    assets                                                                                                                                          | $            | 3,177,576  |                  
|                                                                                                                                                          |              |            |                  
|LIABILITIES
    AND STOCKHOLDERS' EQUITY                                                                                                                  |              |            |                  
|CURRENT LIABILITIES                                                                                                                                       |              |            |                  
|Accounts
    payable                                                                                                                                      | $            | 655,208    |                  
|Accrued
    expenses                                                                                                                                      |              | 354,077    |                  
|Loans
    payable                                                                                                                                         |              | 10,000     |                  
|Note
    payable                                                                                                                                          |              | —          |                  
|Due
    to related party                                                                                                                                  |              | 2,000      |                  
|                                                                                                                                                          |              |            |                  
|Total
    current liabilities                                                                                                                             |              | 1,021,285  |                  
|                                                                                                                                                          |              |            |                  
|Total 
    liabilities                                                                                                                                    |              | 1,021,285  |                  
|                                                                                                                                                          |              |            |                  
|COMMITMENTS
    AND CONTINGENCIES                                                                                                                         |              |            |                  
|                                                                                                                                                          |              |            |                  
|STOCKHOLDERS'
    EQUITY                                                                                                                                  |              |            |                  
|Preferred
    Stock, $0.001 par value 4,500,000 shares authorized; none
        outstanding                                                               |              | -          |                  
|Series
    A 10% Convertible Preferred stock, $0.001 par value, 5,500,000 shares authorized 1,330,000 and -0- issued and outstanding                      |              | 1,330      |                  
|Common
    stock, $0.001 par value; 200,000,000 shares authorized;
        88,236,324 and 86,406,257 issued 83,807,964 and 86,406,257
        outstanding |              | 88,237     |                  
|Additional
    paid-in capital                                                                                                                            |              | 7,565,596  |                  
|Deficit
    accumulated during development stage                                                                                                          |              | (5,494,444 | )                
|Less:
    treasury stock; 4,428,360 shares at par                                                                                                         |              | (4,428     | )                
|                                                                                                                                                          |              |            |                  
|Total
    stockholders' equity                                                                                                                            |              | 2,156,291  |                  
|                                                                                                                                                          |              |            |                  
|Total
    liabilities and stockholders' equity                                                                                                            | $            | 3,177,576  |                  



See Notes
to Financial Statements.



F-1


Table of Contents


REGENICIN,
INC.

(A Development
Stage company)

STATEMENTS
OF OPERATIONS







|                                                                                      |                 |            |                 |  | September
    6, 2007 |            |                  |  |                 
|------------------------------------------------------------------------------------- | --------------- | ---------- | --------------- |  | --------------------- | ---------- | ---------------- |  | ----------------
|                                                                                      | Nine
    Months |            | Nine
    Months |  | (Inception
    Date)  |            | Three
    Months |  | Three
    Months
|                                                                                      | Ended           |            | Ended           |  | Through               |            | Ended            |  | Ended           
|                                                                                      | June
    30,    |            | June
    30,    |  | June
    30,          |            | June
    30,     |  | June
    30,    
|                                                                                      | 2011            |            | 2010            |  | 2011                  |            | 2011             |  | 2010            
|                                                                                      | (Unaudited)     |            | (Unaudited)     |  | (Unaudited)           |            | (Unaudited)      |  | (Unaudited)     
|                                                                                      |                 |            |                 |  |                       |            |                  |  |                 
|Revenues                                                                              | $               | —          |                 |  | $                     | —          |                  |  | $               
|                                                                                      |                 |            |                 |  |                       |            |                  |  |                 
|Operating expenses                                                                    |                 |            |                 |  |                       |            |                  |  |                 
|General
    and administrative                                                        |                 | 2,261,061  |                 |  |                       | 6,000      |                  |  |                 
|Stock
    based compensation - general and
        administrative                     |                 | 899,314    |                 |  |                       | —          |                  |  |                 
|                                                                                      |                 |            |                 |  |                       |            |                  |  |                 
|                                                                                      |                 |            |                 |  |                       |            |                  |  |                 
|Total
    operating expenses                                                          |                 | 3,160,375  |                 |  |                       | 6,000      |                  |  |                 
|                                                                                      |                 |            |                 |  |                       |            |                  |  |                 
|Loss
    from operations                                                              |                 | (3,160,375 | )               |  |                       | (6,000     | )                |  |                 
|                                                                                      |                 |            |                 |  |                       |            |                  |  |                 
|Other Income
    (Expenses)                                                           |                 |            |                 |  |                       |            |                  |  |                 
|Interest
    expense, including amortization of
        beneficial conversion feature |                 | (6,875     | )               |  |                       | —          |                  |  |                 
|                                                                                      |                 |            |                 |  |                       |            |                  |  |                 
|Total
    Other Income (Expenses)                                                     |                 | (6,875     | )               |  |                       | —          |                  |  |                 
|                                                                                      |                 |            |                 |  |                       |            |                  |  |                 
|Net loss                                                                              |                 | (3,167,250 | )               |  |                       | (6,000     | )                |  |                 
|                                                                                      |                 |            |                 |  |                       |            |                  |  |                 
|Preferred
    stock dividends                                                         |                 | (1,332,444 | )               |  |                       | —          |                  |  |                 
|                                                                                      |                 |            |                 |  |                       |            |                  |  |                 
|Net
    loss attibutable to common stockholders                                       | $               | (4,499,694 | )               |  | $                     | (6,000     | )                |  | $               
|                                                                                      |                 |            |                 |  |                       |            |                  |  |                 
|Basic
    and diluted loss per share:                                                 | $               | (0.05      | )               |  | $                     | 0.00       |                  |  |                 
|                                                                                      |                 |            |                 |  |                       |            |                  |  |                 
|Weighted average
    number of shares outstanding                                     |                 |            |                 |  |                       |            |                  |  |                 
|Basic
    and diluted                                                                 |                 | 85,022,991 |                 |  |                       | 73,100,000 |                  |  |                 



See Notes
to Financial Statements.



F-2


Table of Contents


REGENICIN,
INC.

(A Development
Stage company)

STATEMENTS
OF CASH FLOWS





|                                                                                                 |             |            |             |  | September 6, 2007
|------------------------------------------------------------------------------------------------ | ----------- | ---------- | ----------- |  | -----------------
|                                                                                                 | Nine Months |            | Nine Months |  | (Inception Date) 
|                                                                                                 | Ended       |            | Ended       |  | Through          
|                                                                                                 | June 30,    |            | June 30,    |  | June 30,         
|                                                                                                 | 2011        |            | 2010        |  | 2011             
|                                                                                                 | (Unaudited) |            | (Unaudited) |  | (Unaudited)      
|CASH FLOWS FROM OPERATING ACTIVITIES                                                             |             |            |             |  |                  
|Net loss                                                                                         | $           | (4,499,694 | )           |  | $                
|Adjustments to reconcile net loss to net
    cash                                                |             |            |             |  |                  
|used in operating
    activities:                                                                |             |            |             |  |                  
|Amortization of
    beneficial conversion feature                                                |             | —          |             |  |                  
|Stock based compensation                                                                         |             | 899,314    |             |  |                  
|Preferred
    stock dividends                                                                    |             | 1,332,444  |             |  |                  
|Changes in
    operating assets and liabilities                                                  |             |            |             |  |                  
|Prepaid
    expenses and other current assets                                                    |             | (93,018    | )           |  |                  
|Accounts
    payable                                                                             |             | 433,446    |             |  |                  
|Accrued
    expenses                                                                             |             | 212,648    |             |  |                  
|                                                                                                 |             |            |             |  |                  
|Net cash used in operating activities                                                            |             | (1,714,860 | )           |  |                  
|                                                                                                 |             |            |             |  |                  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                             |             |            |             |  |                  
|Acquisition
    of intangible assets                                                             |             | —          |             |  |                  
|                                                                                                 |             |            |             |  |                  
|Net cash used in investing activities                                                            |             | —          |             |  |                  
|                                                                                                 |             |            |             |  |                  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                             |             |            |             |  |                  
|Proceeds from the
    sale of common stock                                                       |             | 467,550    |             |  |                  
|Proceeds from the
    sale of Series A convertible preferred
            stock                   |             | 1,165,000  |             |  |                  
|Payments of expenses
    relating to the sale of common
            stock                        |             | (75,777    | )           |  |                  
|Payment of expenses
    relating to the sale of Series A
            convertible preferred stock |             | (9,600     | )           |  |                  
|Proceeds from the
    issuance of notes payable                                                  |             | 115,000    |             |  |                  
|Repayments of notes
    payable                                                                  |             | (235,000   | )           |  |                  
|Proceeds from advances
    from related party                                                    |             | 189,211    |             |  |                  
|Proceeds from loans
    payable                                                                  |             | 145,000    |             |  |                  
|Proceeds
    from advances from officer                                                          |             | —          |             |  |                  
|                                                                                                 |             |            |             |  |                  
|Net cash provided by financing activities                                                        |             | 1,761,384  |             |  |                  
|                                                                                                 |             |            |             |  |                  
|INCREASE IN CASH                                                                                 |             | 46,524     |             |  |                  
|                                                                                                 |             |            |             |  |                  
|CASH - BEGINNING OF PERIOD                                                                       |             | 4,564      |             |  |                  
|                                                                                                 |             |            |             |  |                  
|CASH - END OF PERIOD                                                                             | $           | 51,088     |             |  | $                
|                                                                                                 |             |            |             |  |                  
|Supplemental disclosures of cash flow information:                                               |             |            |             |  |                  
|Cash
    paid for interest                                                                       | $           | 6,875      |             |  | $                
|                                                                                                 |             |            |             |  |                  
|Non-cash activities:                                                                             |             |            |             |  |                  
|Issuance
    of common stock for the conversion of
            amounts owed to related party     | $           | 506,000    |             |  | $                
|                                                                                                 |             |            |             |  |                  
|Conversion of notes payable into
    Series A convertible preferred stock                        | $           | 165,000    |             |  | $                
|                                                                                                 |             |            |             |  |                  
|Treasury stock                                                                                   | $           | 4,428      |             |  | $                















See Notes
to Financial Statements.





F-3


Table of Contents




REGENICIN, INC.

NOTES TO THE FINANCIAL
STATEMENTS

(A Development Stage Company)

(UNAUDITED)



NOTE 1 - THE COMPANY



Windstar, Inc. (the “Company”)
was incorporated in the state of Nevada on September 6, 2007 and is in the development stage. On July 19, 2010, the Company amended
its Articles of Incorporation to change the name of the Company to Regenicin, Inc.



The Company’s original business was the
development of a purification device.  Such business was assigned to the Company’s former management in July 2010.



The Company  has adopted a new business
plan and intends to help develop and commercialize a potentially lifesaving technology by the introduction of tissue-engineered
skin substitutes to restore the qualities of healthy human skin for use in the treatment of burns, chronic wounds and a variety
of plastic surgery procedures. To this end, we have entered into an agreement with Lonza Walkersville, Inc. (“Lonza”)
for the exclusive license to use certain proprietary know-how and information necessary to develop and seek approval by the U.S.
Food and Drug Administration (“FDA”) for the commercial sale of a product known as PermaDermTM.



PermaDermTM is a tissue-engineered skin
substitute prepared from autologous (patient’s own) skin cells. It is a combination of cultured epithelium with a collagen-fibroblast
implant that produces a skin substitute that contains both epidermal and dermal components. This model has been shown in preclinical
studies to generate a functional skin barrier and in clinical studies to promote closure and healing of burns. Critically, the
Company believes that self-to-self skin grafts for permanent skin tissue will not be rejected by the immune system of the patient,
unlike with porcine or cadaver grafts in which rejection is an important possibility.



NOTE 2 - BASIS OF PRESENTATION



The accompanying unaudited financial statements
of Regenicin, Inc. (the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles
for interim financial information and with Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating
results for the nine months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year
ending September 30, 2011. These unaudited financial statements should be read in conjunction with the audited financial statements
and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2010, as filed with
the Securities and Exchange Commission.



Going Concern:



The Company’s financial statements have
been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business. The Company has incurred cumulative losses of approximately $5.5 million for the
period September 6, 2007 (inception date) through June 30, 2011, expects to incur further losses in the development of its business
and has been dependent on funding operations through the issuance of convertible debt and private sale of equity securities. These
conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include
continuing to finance operations through the private or public placement of debt and/or equity securities and the reduction of
expenditures. However, no assurance can be given at this time as to whether the Company will be able to achieve these objectives.
The financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts
or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-4


Table of Contents




Development Stage Activities and Operations:



The Company is in the development stage and
has had no revenues.  A development stage company is defined as one in which all efforts are devoted substantially to
establishing a new business and even if planned principal operations have commenced, revenues are insignificant.



NOTE 3 - LOSS PER SHARE



Basic loss per share is computed by dividing
the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share give effect
to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period, only in periods
in which such effect is dilutive. The following securities have been excluded from the calculation of net loss per share, as their
effect would be anti-dilutive:



|                            | Shares of Common Stock           
|--------------------------- | ---------------------------------
|                            | Issuable upon Conversion/Exercise
|                            | as of June 30,                   
|                            | 2011                             
|Options                     |                                  
|Warrants                    |                                  
|Convertible Preferred Stock |                                  



NOTE 4 - INTANGIBLES ASSETS



In July 2010, the Company entered into an agreement
with Lonza for the exclusive license to use certain proprietary know-how and information necessary to develop and seek approval
by the U.S. Food and Drug Administration (“FDA”) for the commercial sale of a product known as PermaDermTM.



The Company paid Lonza $3,000,000 for the exclusive
know-how license and assistance to seek approval from the FDA for the commercial sale of PermaDermTM in the U.S., and later
for approval in foreign jurisdictions for commercial sale of PermaDermTM throughout the world. In conjunction with Lonza,
we intend to create and implement a strategy to conduct human clinical trials and to assemble and present the relevant information
and data in order to obtain the necessary approvals for PermaDermTM and possible related products.



In August 2010, the Company paid $7,500 and
obtained the rights to the trademarks PermaDerm® and TempaDerm® from KJR-10 Corp.



Intangible assets, which include purchased
licenses, patents and patent rights, are stated at cost and will be amortized using the straight-line method over their useful
lives based upon the pattern in which the expected benefits will be realized, or on a straight-line basis, whichever is greater.



We review our intangible assets subject to
amortization whenever events or changes in circumstances indicate that the carrying amount of such an asset may not be recoverable.
Recoverability of these assets is measured by comparison of their carrying amount to the future undiscounted cash flows the assets
are expected to generate. If such assets are considered impaired, the impairment to be recognized is equal to the amount by which
the carrying value of the assets exceeds their fair value determined by either a quoted market price, if any, or a value determined
by utilizing a discounted cash flow technique. In assessing recoverability, we must make assumptions regarding estimated future
cash flows and discount factors. If these estimates or related assumptions change in the future, we may be required to record impairment
charges. We did not record any impairment charges in the nine months ended June 30, 2011.



NOTE 5 – LOANS PAYABLE



In February 2011, certain investors have advanced
a total of $85,000. These loans do not bear interest and are due on demand. In June 2011, the Company repaid $75,000 of the advances
from the proceeds of the Preferred Stock Offering.

F-5


Table of Contents




NOTE 6 – NOTE PAYABLE



On August 2, 2010, the Company issued a $150,000
demand promissory note (the “Demand Note”) to NPNC Management, LLC (“NPNC”), a company whose principals
also represent the Company as securities counsel.  The Demand Note bore interest at 5% per annum.



In March 2011, the Company executed a Promissory Note and Security
Agreement (the “Note”) with NPNC and three of the Company’s directors, Craig Eagle, Joseph Rubinfeld, and John
Weber for $265,000. Mr. Eagle, Mr. Rubinfeld, and Mr. Weber contributed $80,000 and NPNC agreed to contribute the remaining $185,000
of the loan of which $150,000 was previously borrowed and represented by the existing Demand Note and the balance of $35,000 in
new funding.



The Note accrued interest at 5% per annum. The Note, together with
all accrued interest, was due and payable by June 14, 2011. In June 2011, the Note was repaid with interest from the proceeds of
the Preferred Stock Offering.



NOTE 7 – RELATED PARTY TRANSACTIONS



The Broadsmoore Group, LLC (“TBG”):



TBG is a stockholder of the Company.  On
August 30, 2010, the Company had entered into a finance representation agreement with TBG.  TBG was to provide advice
to the Company and evaluate relevant transactions the Company may consider.



In addition, TBG advanced monies to the Company.  The
advances were due on demand and were non-interest bearing.  In addition, the Company was utilizing the office space and
employees of TBG at no cost.



For the nine and three months ended June 30,
2011 and 2010, the Company did not incur any fees to TBG.



In fiscal 2011, the Company borrowed
additional funds from TBG.  Effective December 30, 2010, the Company and TBG signed a settlement agreement by which TBG
accepted 666,667 shares of common stock in exchange for all monies owed TBG to date (approximately $506,000).  These
shares were previously issued as part of the October 28, 2010 offering.  In addition, the Company orally agreed to pay
a $200,000 success fee to TBG if the Company raises the remaining $3.5 million being offered in its current offering that commenced
on October 28, 2010 (see Note 8 – Stockholders’ Equity).



NOTE 8 – STOCKHOLDERS’ EQUITY



Authorized Shares:



On October 27, 2010, the Company increased the number of authorized
shares of common stock from 90,000,000 shares to 200,000,000 by amending our Articles of Incorporation.



Series A Convertible Preferred Stock:



In June 2011, the Company issued 1,330,000 shares of newly designated
Series A Convertible Preferred Stock (“Series A Preferred”) and 665,000 Warrants in a private placement, The gross
purchase price of the units sold was $1,330,000 of which $105,000 was from loans from certain investors that were converted and
$60,000 of cash advances from TBG for the payment of certain operating expenses. In July 2011, the Company issued an additional
15,000 Series A convertible preferred stock and 7,500 Warrants.

F-6


Table of Contents




The Company has accounted for the value of the Warrants in accordance
with ASC Topic 470, whereby the Company separately measured the fair value of the Series A Preferred and the Warrant and allocated
the total proceeds in accordance with their relative fair value at the time of issuance. The Company valued the warrant at $50,078
utilizing a Black-Scholes option pricing model with the following assumptions:  share price: $0.21; exercise price: $0.15;
expected volatility: 26.22%; risk-free rate: .66%; expected term: 3.5 years. The value of the Warrants was recorded as a deemed
dividend.



The expected life is the number of years that
the Company estimates, based upon history, that the Warrants will be outstanding prior to exercise or forfeiture. Expected life
is determined using the “simplified method” permitted by Staff Accounting Bulletin No. 107. The stock volatility
factor is based on the Nasdaq Biotechnology Index. The Company did not use the volatility rate for Company Common Stock as the
Company Common Stock had not been trading for the sufficient length of time to accurately compute its volatility when these options
were issued.



In addition, in accordance with the provisions of ASC Topic 470,
the Company allocated a portion of the proceeds received to the beneficial conversion feature, based on the difference between
the effective conversion price of the proceeds allocated to the Series A Preferred and the fair value of the underlying common
stock on the date the convertible preferred stock was issued. The discount resulting from the beneficial conversion feature was
recorded as a deemed dividend in the amount of $1,279,922.



The Series A Preferred pay a dividend of 8%
per annum on the stated value and the holders do not vote separately as a class (but do vote on an “as-converted” to
common stock basis) and have a liquidation preference equal to the stated value of the shares. Each share of Preferred Stock has
an initial stated value of $1 and is convertible into shares of the Company’s common stock at the rate of 10 for 1. The dividends
are cumulative commencing on the issue date whether or not declared.  For both the nine and three months ended June 30,
2011, dividends totaled $2,444.



For both the nine and three months ended June
30, 2011, dividends and deemed dividends totaled $1,332,444. At June 30, 2011, dividends payable total $2,444 and are included
in accrued expenses.



Common Stock Issuances:



Private Placement



On October 28, 2010, the Company began offering
under a Private Placement Memorandum up to 6,000,000 shares of its common stock at an offering price of $0.75 per share.  Offering
expenses are estimated to be equal to 10% of the offering price.  For the period October 28, 2010 through August 12,
2011, the Company sold 623,400 shares of common stock and received gross proceeds of $467,550.  Expenses related to the
offering totaled $75,777 and were offset against additional paid-in capital.



TBG



Effective December 30, 2010, TBG accepted 666,667 shares of common
stock in exchange for all monies owed TBG to date (approximately $506,000).



Services Rendered



On November 22, 2010, the Company issued 150,000 shares for consulting
services rendered.  The shares were valued at $112,500.



In February and March 2011, the Company issued 390,000 shares for
consulting services rendered.  The shares were valued at $247,975.



Stock compensation expense related to the shares
totaled $360,475 and $0 for the nine and three months ended June 30, 2011, respectively.



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Treasury Stock:



On July 19, 2010, Mr. McCoy agreed to deliver
to the Company 4,428,360 shares of common stock beneficially owned by him with instructions that such shares be cancelled and returned
to treasury.  Such shares were to be returned to offset the potential dilution caused by an equity incentive plan for
directors involving the same number of shares that was adopted (see below). Mr. McCoy delivered the shares on January 5, 2011.



2010 Incentive Plan:



On December 15, 2010, the board of directors
approved the Regenicin, Inc. 2010 Incentive Plan (the “Plan”). The Plan provides for the granting of incentive stock
options, non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares and performance
units to our employees, officers, directors and consultants, including incentive stock options, non-qualified stock options, restricted
stock, and other benefits. The Plan provides for the issuance of up to 4,428,360 shares of our common stock.



On January 6, 2011, the Company approved the
issuance of 885,672 options to each of the four members of the board of directors at an exercise price is $0.62 per share, The
options vest over a three-year period and expire on December 22, 2015. The Company valued the options utilizing a Black-Scholes
option pricing model with the following assumptions:  share price: $0.64; exercise price: $0.62; expected volatility:
26.36%; risk-free rate: 1.11%; expected term: 3.5 years.   On May 11, 2011, the terms of the options were amended to
allow for immediate vesting.



In addition, the Company approved the issuance
of 2,000,000 options to a consultant at an exercise price is $0.46 per share, The options vested immediately and expire in November
2015. The Company valued the options utilizing a Black-Scholes option pricing model with the following assumptions:  share
price: $0.57; exercise price: $0.46; expected volatility: 27.77%; risk-free rate: 0.72%; expected term: 3 years.



The expected life is the number of years that
the Company estimates, based upon history, that options will be outstanding prior to exercise or forfeiture. Expected life is determined
using the “simplified method” permitted by Staff Accounting Bulletin No. 107. The stock volatility factor is based
on the Nasdaq Biotechnology Index. The Company did not use the volatility rate for Company Common Stock as the Company Common Stock
had not been trading for the sufficient length of time to accurately compute its volatility when these options were issued.



Stock compensation expense related to the options
totaled $421,637 and $43,323 for the nine and three months ended June 30, 2011.



Warrants:



In January and March 2011, the Company issued
1,676,667 warrants to various consultants at exercise prices ranging from $0.10 to $1.50 per share. The warrants vest immediately
and expire at various times in 2012 and 2016. The Company valued the warrants utilizing a Black-Scholes option pricing model with
the following assumptions:  share price: $0.36; exercise price: $0.50; expected volatility: 13.35% - 27.56%; risk-free
rate: 0.16% - 2.30%; expected term: .5 years - 3 years.



Stock compensation expense related to the warrants
totaled $117,202 and $0 for the nine and three months ended June 30, 2011.



In March 2011, the Company issued 623,400 warrants
to various investors consultants at an exercise price of $0.50 for registration penalties relating to the October 2010 Securities
Purchase Agreement (see below). The warrants vest immediately and expire in March 2012. These warrants were deemed to have minimal
value utilizing a Black-Scholes option pricing model with the following assumptions:  share price: $0.39 - $0.64; exercise
price: $0.10 - $1.50; expected volatility: 13.43%; risk-free rate: 0.13%; expected term: .5 years.



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The expected life is the number of years that
the Company estimates, based upon history, that warrants will be outstanding prior to exercise or forfeiture. Expected life is
determined using the “simplified method” permitted by Staff Accounting Bulletin No. 107. The stock volatility
factor is based on the Nasdaq Biotechnology Index. The Company did not use the volatility rate for Company Common Stock as the
Company Common Stock had not been trading for the sufficient length of time to accurately compute its volatility when these options
were issued.



Registration Penalties:



On August 16, 2010, we sold 4,035,524 shares
of our common stock as part of a Securities Purchase Agreement with certain accredited investors (the “Purchasers”)
pursuant to the closing of our Private Placement Offering (the “Offering”).



Pursuant to a Registration Rights Agreement
that accompanies the Securities Purchase Agreement, we agreed to file an initial registration statement covering the resale of
the common stock no later than 45 days from the closing of the Offering and to have such registration statement declared effective
no later than 180 days from filing of the registration statement.  If we do not timely file the registration statement,
cause it to be declared effective by the required date, or maintain the filing, then each Purchaser in the offering will be entitled
to liquidated damages equal to 1% of the aggregate purchase price paid by such Purchaser for the securities, and an additional
1% for each month that we do not file the registration statement, cause it to be declared effective, of fail to maintain the filing
(subject to a maximum penalty of 10% of the aggregate purchase price).  The Offering closed on August 16, 2010.  The
Company has not filed an initial registration statement and began accruing liquidating damages from October 1, 2010.  Registration
penalties totaled $225,183 and $75,061 for the nine and three months ended June 30, 2011, respectively.



On October 28, 2010, the Company began offering
under a Private Placement Memorandum up to 6,000,000 shares of its common stock at an offering price of $0.75 per share. Purchasers
in this Offering were granted registration rights under the Securities Act with respect to the shares of common stock under the
terms of a registration rights agreement (the “Registration Rights Agreement”) executed in connection with the closing
of the Offering. Pursuant to the Registration Rights Agreements, the Company will file a Registration Statement with the SEC registering
for resale all of such shares within 30 days of the closing of the Offering. The Company further agrees to use its reasonable best
efforts to have the Registration Statement declared effective within 120 days of its initial filing date.



In the event the Company is unable to file
a Registration Statement covering the Registrable Securities within 30 days following the closing of the Offering, or if the Company
is unable to have the Registration Statement declared effective within 120 days of its initial filing date, then as liquidated
damages the Company will grant each stockholder a warrant to purchase the aggregate number of shares purchased in the private offering
at a strike price of $0.50 per share. The Offering closed on February 10, 2011. The Company had not filed a registration statement
as required and issued 623,400 warrants to the investors in March 2011.



NOTE 9 – EMPLOYMENT AGREEMENTS



On October 4, 2010, we entered into a written
employment agreement with Chris Hadsall. Pursuant to the terms and conditions of the employment agreement:





Mr. Hadsall will serve as Chief Operating Officer of our company
for a period of three years;

Mr. Hadsall will earn a base salary of $120,000 for the first 12
months, and will be entitled to increases thereafter as determined by our board of directors;

Mr. Hadsall will be eligible for an annual bonus as determined by
our board of directors; and

Mr. Hadsall will be entitled to participate
in any employee benefit plans, as established by our board of directors.

Mr. Hadsall signed an agreement to keep certain information confidential
and not compete with or solicit from our company for a period of time





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On October 4, 2010, we entered into a written
employment agreement with Joseph Connell. Pursuant to the terms and conditions of the employment agreement:





Mr. Connell will serve as President of our company for a period
of three years;

Mr. Connell will earn a base salary of $250,000 for the first 12
months, and will be entitled to increases thereafter as determined by our board of directors. (He agreed to a reduction in his
salary to $125,000 until such time as we achieve a positive net income);

Mr. Connell will be eligible for an annual bonus as determined by
our board of directors; and

Mr. Connell will be entitled to participate in any employee benefit
plans, as established by our board of directors.



On March 21, 2011, we provided written notice
to our Mr. Joseph Connell, that his employment with our company pursuant to his Employment Agreement was terminated for “Cause”.
Our obligations under the Employment Agreement are limited to the payment of accrued and unpaid salary through the date of his
termination and any earned but not yet paid bonus from the prior fiscal year.



NOTE 10 – LEGAL PROCEEDINGS



On February 28, 2011, the Company’s board of directors,
Mr. Randall McCoy, and our company (collectively the “Plaintiffs”) filed an amended complaint in the Eighth Judicial
District Court of Nevada (Case No. A-11-634976-C) against Joseph Connell, the Company’s former President. The Plaintiffs
in the amended complaint requesting declaratory relief from certain allegations Mr. Connell has made in relation to partnership
claims with Mr. McCoy, board membership, and stock ownership in the Company. Mr. Connell has requested that the case be removed
to federal court in Nevada and has requested that the amended complaint be dismissed for lack of jurisdiction.

On March 11, 2011, Mr. Connell filed a complaint in the Supreme
Court of the State of New York (Index No. 103007/11) against Mr. Mccoy, the Company, Joseph Rubinfeld, John Weber and Craig Eagle.
The complaint alleges, among other things, that Mr. Connell is entitled to 50% of Mr. McCoy’s stock in the Company. The complaint
requests an accounting from the Company and requests that the Company be enjoined from transferring title to Mr. McCoy’s
shares.

On June 8, 2011, an agreement was reached (the “Agreement”)
to dismiss the members of the Company’s board of directors (excluding Mr. McCoy) and the Company from the case currently
pending in the United States District Court for the Southern District of New York. As part of this Agreement, the Company also
agreed to dismiss its action originally brought against Mr. Connell in the United States District Court for the District of Nevada.

The dispute will continue involving only Mr. Connell and
Mr. McCoy as parties in the action pending in the United States District Court for the Southern District of New York. Mr. McCoy
has agreed to lock-up 25,000,000 of his personal shares pending the outcome of the case.



NOTE 11 - SUBSEQUENT EVENTS



Management has evaluated subsequent events through the date of this
filing.







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Item
2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations



Forward-Looking
Statements



Certain
statements, other than purely historical information, including estimates, projections, statements relating to our business plans,
objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. We
intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor
provisions.Forward-looking statements are based on current expectations and assumptions that are subject to risks and
uncertainties which may cause actual results to differ materially from the forward-looking statements. Our
ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have
a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes
in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted
accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue
reliance should not be placed on such statements.We undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise. Further information
concerning our business, including additional factors that could materially affect our financial results, is included herein and
in our other filings with the SEC.



Overview



We
intend to develop and commercialize a potentially lifesaving technology by the introduction of tissue-engineered skin substitutes
to restore the qualities of healthy human skin for certain clinical diagnoses. To this end, we have entered into an agreement
to purchase stock of Cutanogen Corporation (“Cutanogen”)from Lonza Walkersville,
Inc. (“Lonza”) (See Lonza Transaction below) and for the exclusive license to use certain proprietary know-how and
information necessary to develop and seek approval by the U.S. Food and Drug Administration (“FDA”) for the commercial
sale of several products. These products are aimed at the treatment of burns, chronic wounds and a variety of plastic and reconstructive
surgical procedures. In the United States market alone, the company estimates the potential markets for severe burns and chronic
skin wounds is in excess of $7 billion.

The
first product, PermaDermTM is the only tissue-engineered skin prepared from
autologous (patient’s own) skin cells. It is a combination of cultured epithelium with a collagen-fibroblast implant
that produces a skin substitute that contains both epidermal and dermal components. This model has been shown in preclinical
studies to generate a functional skin barrier and in clinical studies to promote closure and healing of burns. Critically, we
believe self-to-self skin grafts for permanent skin tissue are not rejected by the immune system of the patient, unlike with
porcine or cadaver grafts in which immune system rejection is an important possibility. PermaDermTM
was initially designated as an Orphan Device by the FDA for treatment of burns. We intend to apply
to the FDA sometime this year for an Orphan designation as a biologic (Pediatric) for PermaDermTM. If received
this would allow us to move forward to gain a Biological License Application Approval which would allow Regenicin to sell
PermaDermTM in certain defined Pediatric markets. The U. S. market that is actively being pursued is for
treatment of severe burns which is currently estimated at $3 billion. (See PermaDermTM
Development)



The
second product is anticipated to be, TempaDermTM. TempaDermTMuses
cells obtained from human donors to allow the development of banks of cryopreserved (frozen) cells and cultured skin
substitute to provide a continuous supply of non-allogenic skin substitutes. This product has applications in the treatment
of chronic skin wounds such as diabetic ulcers, decubitus ulcers and venous stasis ulcers. These U.S. markets are estimated
to total more than $7 billion annually. This product is in the early development stage and does not have FDA approval. (See
TempaDermTMDevelopment)

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We
believe the technology has many different uses beyond the burn indication. The other uses include chronic wounds, reconstructive
surgery and the individual components of the PermaDermTM technology such as tendon wraps made of collagen or temporary coverings
to protect the patients from infections while waiting for PermaDermTM. The collagen technology used for PermaDermTM
is a wide-open field in wound healing and uses such as stem cell grafting substrates. It is important to know that all of these
above are products by themselves regardless of whether PermaDermTM is approved for burns. We could pursue any or all of them
independently if financing permitted. Even if PermaDermTM was not approved for burn treatments it could be approved for chronic
wounds or reconstruction.



We
will need to raise capital to fund benchmark payments agreed to under the Lonza agreement. Upon receipt of Orphan Product BLA
Approval (Pediatric), we will initiate sales with manufacturing performed by Lonza (See Lonza Transaction below). We hope
to initiate clinical trials before year end with final submission to the FDA for approval for PermaDermTManticipated by 2013.



Lonza
Transaction

We
have entered into an agreement with Lonza Walkersville, Inc. (“Lonza”) for the exclusive license to use certain proprietary
know-how and information necessary to develop and seek approval by the U.S. Food and Drug Administration (“FDA”) for
the commercial sale of engineered skin substitute products. Lonza is a supplier to the pharmaceutical, healthcare and life science
industries. Lonza produces and supports active pharmaceutical ingredients both chemically as well as biotechnologically. We paid
Lonza $3 million for this license.

The
Agreement

The
agreement with Lonza contemplates that, upon receipt of the full FDA approval, in the second stage of the transaction, we will
execute a Stock Purchase Agreement pursuant to which we will purchase all of the outstanding stock of Cutanogen from Lonza for
an additional purchase price of $2 million. Cutanogen holds certain patents (“Cutanogen Patents”) and exclusive licenses
(the “Cutanogen Licenses”) to patent rights (“Patent Rights”) owned by The Regents of the University of
California and the University of Cincinnati and the Shriners Hospital for Children related to the commercialization of PermaDermTM.
Upon our acquisition of Cutanogen, we will obtain beneficial use of the Cutanogen Licenses. The beneficial use will extend globally.

Included
in the initial payment made under the Know-How License Agreement is assistance from Lonza to seek approval from the FDA to enable
the commercial sale of PermaDermTM in the U.S., and later for approval in foreign jurisdictions for commercial sale
of PermaDermTMthroughout the world. We intend to create and implement a strategy to conduct human clinical trials
and to assemble and present the relevant information and data in order to obtain the necessary BLA approvals for PermaDermTMand possible related products.

When
Lonza acquired Cutanogen, it inherited milestone payment obligations to the former Cutanogen shareholders in the total amount
of up to $4.8 million. These payments are owed as PermaDermTM is moved through the FDA approval process. As a result,
our deal with Lonza will ultimately include paying those milestones plus the $2 million to Lonza.

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The
table below sets forth the milestone payments we will be required to expend to acquire the Cutanogen Licenses for commercialization.



|Milestone                                             | Regenicin to pay to Lonza |           | Lonza to pay Cutanogen |  | Service provided or rights transfer
|----------------------------------------------------- | ------------------------- | --------- | ---------------------- |  | -----------------------------------
|Initial Payment 31st July 2010                        | $                         | 3,000,000 |                        |  |                                    
|Submission Orphan application (pediatric)             | $                         | 650,000   |                        |  | $                                  
|Orphan approval (pediatric)                           | $                         | 650,000   |                        |  | $                                  
|First commercial sale                                 | $                         | 1,000,000 |                        |  | $                                  
|Submission of BLA application (Adult)                 | $                         | 1,000,000 |                        |  | $                                  
|Approval of BLA: New Biologic Approval (NBA) (Adult); | $                         | 1,500,000 |                        |  | $                                  
|Full approval (NBA)                                   | $                         | 2,000,000 |                        |  |                                    

Obligations
under the Agreement

Lonza’s
obligations under the agreement include the following: provide Know How (information in support of a clinical trial for PermaDermTM,
including, without limitation, information relating to product specifications, manufacturing, testing, facilities, etc); and monitor
prosecution and maintenance of patent rights and maintain the licenses under agreement relating to PermaDermTM.

Our
obligations under the agreement include the following: reimburse Lonza for transferring Know-How; conduct pre-clinical and clinical
trials; apply for and obtain approval from the FDA for commercial sales of PermaDermTM; and reimburse Lonza for monitoring
prosecution of patent rights and for maintaining the licenses under agreement relating to PermaDermTM.

We
are also obligated to pay Lonza 33% of the grant monies related to the clinical trial and commercialization of PermaDermTM.

DOD
Grant

The
U.S. Department of Defense has awarded to Lonza more than $16.9 million in funding for the development and commercialization
of PermaDermTM for the treatment of severe burns among U.S. troops and civilians. PermaDermTM has
already been used to treat more than 150 pediatric catastrophic burn victims through an Investigation Device Exemption (IDE)
issued by the FDA. Management believes that there has been enough data captured in this catastrophic burns group to pursue
Orphan product approval. Submission for approval will take place in the near future when we are able to include the data.
Further proposals are that a pivotal trial of 40 patients, both male and female, between ages 18 and 60 having suffered full
thickness burns be initiated shortly. The objective of the trial is to obtain Biological License Application (BLA) approval
 for adults and children.

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The
government grant received by Lonza Walkersville reduces our cost to get the product approved through the FDA. The contract
awarded to Lonza covers two-thirds of the fees that we would typically be expected to pay for product development and
clinical supplies. However, the DOD contract for $16.9 million is not only for PermaDermTMdevelopment and
clinical supplies; there are additional items in the contract for which Regenicin is not involved. These additional items
include capital improvements, additional clinical sites, travel and administrative expenses, among others.

Once
the full FDA approval is achieved and we acquire Cutanogen, Lonza will serve as our exclusive manufacturer and distributor and
will be compensated for manufacturing.

Dispute
regarding DOD Grant

There
was a dispute between us and Lonza about payment.  Lonza had
billed us from November 30, 2010 to May 31, 2011 for what it believes it was owed under the Agreement. The
Company contends, however, that there was an overpayment  in the original $3,000,000 that we already paid to Lonza,
and this balance was to be applied to future invoices for amounts due by us under the Agreement.

In
order to avoid a conflict with an important contractual partner in the pursuit of our business model, however, we
have decided to pay Lonza the invoices in full. We therefore wired Lonza the amount billed to clear the balance, and have
reserved our right to review the matter with Lonza at a later date.

Performance
Evaluation

Our
performance and compliance with the agreement will be evaluated by the ability to move the PermaDermTM candidate through
the FDA approval path. If PermaDermTM does not get approved then Lonza will not get paid the final $2 million agreement
under the Stock Purchase Agreement and Cutanogen will not receive all milestone payments.



Manufacturing
& Distribution



In
the second stage of the Lonza Transaction, it is anticipated that we will sign a Manufacturing Agreement and a Distribution Agreement
with Lonza, pursuant to which we will appoint Lonza as our exclusive manufacturer and distribution agent, respectively, for PermaDermTMand Lonza will share in our product revenue. Because Lonza will retain such exclusive manufacturing and distribution
rights, we believe that maintaining a good working relationship with Lonza will be critical for the success of our business.



A
cGMP (Current Good Manufacturing Practices) facility contract manufacturer operated by Lonza, one of the world’s
leading suppliers to the pharmaceutical, healthcare and life science industries and the largest cell therapy manufacturer in
the world, will be our exclusive manufacturing partner for PermaDermTM,
TempaDermTMand other related products. FDA approval requires that manufacturers
be cGMPs. It is anticipated that manufacturing will take place  in the United States (Maryland). Lonza also has facilities in
Belgium and Singapore that could be qualified to also manufacture product. Products will be shipped directly by Lonza to
treating physicians.

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FDA
Approval Process

On
March 14, 2011, Lonza received a letter from the Food and Drug Administration (FDA) explaining that
PermaDermTM has been designated as a combination product. A combination product is comprised of two or more
regulated components which, in the case of PermaDermTM, include a biologic component and a drug component. The FDA
based their determination on the fact that PermaDermTM consists in part of autologus skin cells (specifically
epidermal keratinocltes and dermal fibroblasts), which are biological product components and Chondroitin-6-Sulfate (C-6-S)
which they consider a drug component. C-6-S is a critical part of PermaDermTM processing. C-6-S is used in the
preparation of the collagen matrix on which the engineered skin is grown.



It
should be noted that Lonza filed the application for PermaDermTM under the Medical Device category because the other
current skin products used for catastrophic burn are presently being marketed as medical devices. However, due to the fact that
PermaDermTM is considered by the FDA to be the only permanent closing skin product for catastrophic burns, the FDA believes
PermaDermTM should be classified as a Biologic and because we use C-6-S in our processing PermaDermTM should
have a drug component. We were quite pleased that the FDA took the position that the application should be filed under the Biologics/Drug
category.



This
designation was not viewed as a disagreement with us, but a departure from past practice of putting skin products used for
treating burns in the Medical Device category. Being designated as Biologics/Drug is actually very beneficial to us because
it shows PermaDermTMto be uniquely different from other products used to treat catastrophic burns. Because
PermaDermTM uses a chemical in its processing that affects the cells in the body, it is considered a drug. It is
considered a Biologic because it contains no synthetic components. PermaDermTM is the only human permanent skin
covering of natural cells whereas other products on the market may have synthetic components or animal components in an
attempt to trigger skin growth to provide a covering.



The
procedure for obtaining FDA approval of product in the Biologics category better resembles that of products in the
Medical Device category; the steps are relatively the same but they typically do not require multiple phases of clinical
trials that are required for products with Drug designations. A Drug designation requires a new drug application (NDA) and a
biologics designation requires a biological license application (BLA). For NDA, there are additional testing requirements,
including pharmacokinetics and pharmacodynamcis, dose ranging studies, dose escalation studies, and teratology (how it
affects offspring), which do not normally have to be performed for a BLA.



We
believe that having a Biologics designation will be easier to process with the FDA than a Medical Device category would. We will
be dealing with the Biologics group at the FDA (CBER) -- a group that has a better grasp at understanding cell growth, cultures,
and other particulars of cell biology -- than the personnel in the Medical Device group. This familiarity with the underlying
science behind PermaDermTM should be an advantage in the approval process.



As
to the Orphan product approval, we believe that the cost will be minimal, not to exceed $100,000. We believe that there
is sufficient data from the 100+ patients already studied to satisfy the FDA that the product is safe, so no further
expenses will be required on that front. In a conference call, the FDA informed Lonza that it only required two more tests of
the product grown in Walkersville on mice to demonstrate the product was similar to the product grown previously in
Cincinnati. The FDA stated thatt hese mouse studies would help demonstrate that the technology was successfully transferred
from the laboratory to a fully compliant cGMP facility. These two final tests will take place in Lonza’s laboratory in
Maryland where the product will be manufactured and then transported to an animal testing facility where the product will be
grafted into mice. The cost associated with those studies is estimated at $100,000 or less.



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We
intend to do the following for Orphan approval:



1. Request for Orphan Designation as a biologic/drug. The document is
                                                                                  being reviewed internally. The FDA will normally respond within 45 days from receiving the request.



1. We
do not need to do additional clinical trials for Orphan approval because approval of an Orphan product requires that you demonstrate
that the efficacy outweighs the risk. There is no need to do all the ethnic groups or statistics that are normally done for a
full BLA approval. We will, however, need to conduct the two tests described above.



1. Collect
and assemble the safety and efficacy data from the previous 100+ patients and the current manufacturing process at Lonza and submit
what is called a BLA Orphan application. The FDA has 180 days to respond to this BLA Orphan. If the product is for an unmet need
or is life saving it will receive priority status review. If it is both a life saving product and there are no similar treatments
it will be reviewed in about 75 days.



As
for the full Biological License Application (BLA) Approval  in adults, the DOD grant is designed to cover the majority
of the expenses related to the approval process. We expect that Lonza will receive payments during the next year from
DOD to pay for the clinical trials and to cover the cost of fabricating the cultured skin product. Our burden of that
expense, 33%, will be paid to Lonza as we are invoiced along the way.



We
believe there is adequate data from the child studies to demonstrate the product is safe. The clinical trials that we want to
pursue now are designed to demonstrate statistical significance efficacy and safety. So we believe 36 -45 patients will be adequate
to demonstrate PermaDermTM is safe and efficacious for burns. The BLA approval process is as follows.



1. Pre Investigational New Drug (IND) Meeting. Using the word drug is a
                                                                                  little                                                                                   confusing but the same process is
                                                                                  used for biologics as drugs in most parts and share the same forms. This  meeting gives the sponsor of the clinic trial a
                                                                                  chance to ask the FDA questions about the data to be collected and if the FDA agrees to how the company plans to move the
                                                                                  product through the FDA approval process.



1. IND
application. The document is being prepared for submission. The IND asks the FDA for permission to treat
patients with PermaDermTM. The FDA is required to respond in 60 days but they typically respond in 30 to allow the applicant
to start the clinical trial.



1. Clinical
trial. If the FDA says that the applicant may proceed with the clinical trial, patients are treated and data is collected about
safety and efficacy as you described in your protocol as submitted with your IND. The trial currently designed will use 36 - 45 patients. These patients will be observed for up to 1 year
following treatment. The main part of the data to be looked at for approval along with the treatment period is, in our case, three
months. After three months the balance of the time is  an observation period. We do not expect to see anything significant
during the observation period that would affect the outcome of the trial.



1. At the end of the clinical trial we will submit a Biological License
                                                                                  Application. The FDA will typically review and respond within 180 days when there is a minimum amount of data. This data is
                                                                                  considered minimum in our case compared to some drugs which have patient data of thousands of people. Our study is very
                                                                                  straight forward either the graft is positive on the patient or it is required to be grafted again. We have observed very
                                                                                  positive results when treating children so we are quite optimistic that it will be able to demonstrate efficacy with a
                                                                                  minimum                                                                                   number of patients. So it is
                                                                                  possible to have approval in 2013. Efficacy would be defined as the graft adhered to the patient
                                                                                  wound and remained viable similar to a split thickness Allograft.

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PermaDermTMTrademark



The PermaDermTM trademark application was filed in July of 2010 for Regenicin by KJR corporation.. Our
wait period is basically over. We were informed by KJR that the Patent and Trademark Office that the trademarks for both PermadermTM
and TempaDermTM should be transferred to Regenicin shortly.



Results
of Operations for the Three and Nine Months Ended June 30, 2011



We
have generated no revenues since the inception of the Company. We do not expect to generate revenues until we are able to obtain
FDA approval of PermaDermTM, and thereafter acquire the license rights to sell products associated with that technology.



We
incurred operating expenses of $800,529 for the three months ended June 30, 2011, compared with operating expenses of $2,000
for the three months ended June 30, 2010. We incurred operating expenses of $3,160,375 for the nine months ended June 30,
2011, compared with operating expenses of $6,000 for the nine months ended June 30, 2010. Our operating expenses for both
periods in 2010 consisted entirely of professional fees, which were incurred primarily to enable us to satisfy the
requirements of a reporting company. Our operating expenses increased dramatically for both periods in 2011 as a result of
ramping up operations in connection with our tissue-engineered skin substitutes business and consisted mainly of the
following for the nine and three months ended June 30, 2011:



|Operating Expense                      | Nine Months Ended June 30, 2011 |         | Three Months Ended June 30, 2011
|-------------------------------------- | ------------------------------- | ------- | --------------------------------
|Computer Expenses                      | $                               | 4,615   |                                 
|Consulting and Computer Support        | $                               | 969,990 |                                 
|Employee Benefits                      | $                               | 29,732  |                                 
|Insurance                              | $                               | 64,911  |                                 
|Office Expenses and Misc               | $                               | 25,562  |                                 
|Legal and Accounting                   | $                               | 508,495 |                                 
|Public Relations and Marketing Support | $                               | 319,412 |                                 
|Lonza Fees                             | $                               | 260,344 |                                 
|Salaries and Wages                     | $                               | 673,417 |                                 
|Travel                                 | $                               | 78,714  |                                 
|Registration Penalty                   | $                               | 225,183 |                                 



We
incurred stock based compensation of $889,314 and $43,323 for the nine and three months ended June 30, 2011 from the issuance
of common stock, warrants and options to our directors and third party consultants. Such amounts are included above under consulting.
Our other expenses for the nine and three months ended June 30, 2011 consisted of interest expense incurred under the terms of
notes payable.



We
incurred a net loss of $803,351 for the three months ended June 30, 2011, as compared with a net loss of $2,000 for the three
months ended June 30, 2010. We incurred a net loss of $3,167,250 for the nine months ended June 30, 2011, as compared with a net
loss of $6,000 for the nine months ended June 30, 2010.



Liquidity
and Capital Resources



As
of June 30, 2011, we had total current assets of $170,076 and total assets in the amount of $3,177,576. Our total current liabilities
as of June 30, 2011 were $1,021,285. We had a working capital deficit of $851,209 as of June 30, 2011. Our cash was $51,088 as
of June 30, 2011.

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Operating
activities used $1,714,860 in cash for the nine months ended June 30, 2011. The decrease in cash was primarily attributable to
funding the loss for the period.



Financing
activities provided $1,761,384 for the nine months ended June 30, 2011 and consisted of $467,550 in proceeds from the sale of
common stock, $1,165,000 in the sale of units of our Series A Convertible Preferred Stock and warrants, $115,000 in proceeds from
notes payable, $189,211 in advances from related parties, and $145,000 in loans payable, offset by $75,777 in expenses related
to the sale of our stock and $235,000 in the repayment of notes payable.



Based
upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next
twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be
insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering
to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are
not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that
such additional financing will be available to us on acceptable terms or at all.





The primary short term objective of the company is to gain FDA approval
for both the pediatric and adult indications for the use of PermaDermTM. Understanding
that these approvals are not contingent upon one another, but will be independent submissions, our most essential efforts and expenditures
in the short term will be regulatory in nature. It should be noted that the regulatory expenditure related to adult indication
will be substantially funded by the aforementioned government contract to Lonza, discussed above, 66% of clinical supplies, regulatory
support and commercialization expenses are also covered by the government contract. The remaining expense, of the 33.3% to be absorbed
by the company, is recognized as $130,000 per month in the Regulatory Expense category. The regulatory expense related to pediatric
indication is expected to be roughly $20,000 per month, due to the fact that over 100 patients have previously been treated with
PermaDermTM, under a Humanitarian Use Device designation granted by the FDA. 
As a result, it is the opinion of management that not only will the expenditure be minimized but the time to approval will be greatly
reduced. Commercial sales in the pediatric category are projected to begin within the next 12 month period.





|The Current Monthly Expenditures are as follows: |  | Total |         | Regulatory |  | Required
|------------------------------------------------ |  | ----- | ------- | ---------- |  | --------
|                                                 |  |       |         |            |  |         
|Salaries                                         |  | $     | 73,000  |            |  | $       
|Fringe Benefits                                  |  |       | 5,000   |            |  |         
|T &E                                             |  |       | 10,000  |            |  |         
|Subtotal                                         |  |       | 88,000  |            |  |         
|                                                 |  |       |         |            |  |         
|Clinical Trials                                  |  |       | 130,000 |            |  |         
|Pediatric                                        |  |       | 20,000  |            |  |         
|Regulatory Expense subtotal                      |  | $     | 150,000 |            |  |         
|                                                 |  |       |         |            |  |         
|Professional Fees:                               |  |       |         |            |  |         
|Legal                                            |  |       | 12,500  |            |  |         
|Accounting & Audit                               |  |       | 6,500   |            |  |         
|Subtotal                                         |  | $     | 19,000  |            |  |         
|                                                 |  |       |         |            |  |         
|Public Relations                                 |  |       | 12,000  |            |  |         
|                                                 |  |       |         |            |  |         
|Insurance                                        |  |       | 7,500   |            |  |         
|                                                 |  |       |         |            |  |         
|Miscellaneous                                    |  |       | 3,500   |            |  |         
|                                                 |  |       |         |            |  |         
|Total                                            |  | $     | 280,000 |            |  | $       



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As
can be noted from the above schedule, management estimates the current total monthly expense at approximately, $160,000. A further
analysis of this total monthly amount indicates that the minimum regulatory expense required to meet the objectives, without delay,
in the next 12 months is estimated at, $43,000, with an additional minimum monthly expense to meet statutory requirements of $28,500.
In summary, in order to continue operations, meeting only the regulatory schedule and statutory requirements would cost approximately
$71,500 per month.



Currently,
we are optimistic that we will close on a new round of financing in the $8-$10 million range within the next 30 -60 days. There
have also been serious discussions related to bridge financing in the range of $2-$3 million. In addition, shareholder, directors,
and officers have contributed capital in the past and it is expected that they will continue if required. Finally, creditors have
also been willing to extend terms when necessary and employees have accepted delayed payment.



For
the first full year, after the approval of the pediatric indication, we are projecting revenue in the United States in excess
of $10 million. Lead pricing from our manufacturer, Lonza, would yield gross contribution of approximately $4 million. This does
not include any international licensing revenue opportunities, in which interest has been exhibited. It is also the opinion of
management that since there are only approximately 150 major burn centers in the U.S., marketing and selling expense will be minimal.
It should also be noted, that Perma DermTM's grafting procedure is similar to the current method used with skin substitutes.
As a result, the surgeon training will be minimal. In addition, due to the fact that Lonza, our contract manufacturer, will handle
the patients' skin sample, manufacture the PermaDermTM, and deliver the product directly
to the surgeon, the company's distribution and manufacturing expense will be minimal. Finally, due to PermaDerm TMbeing autologous, (made from the patient's own skin), rejection, infection, and time in the intensive unit can be
greatly reduced.



Off
Balance Sheet Arrangements



As
of June 30, 2011, there were no off balance sheet arrangements.



Going
Concern



Our
financial statements have been prepared assuming that we will continue as a going concern which contemplates the realization of
assets and satisfaction of liabilities in the normal course of business. We have incurred cumulative losses of $5.5 million for
the period September 6, 2007 (inception date) through June 30, 2011, expect to incur further losses in the development of our
business and have been dependent on funding operations through the issuance of convertible debt and private sale of equity securities.
These conditions raise substantial doubt about our ability to continue as a going concern. Management’s plans include continuing
to finance operations through the private or public placement of debt and/or equity securities and the reduction of expenditures.
However, no assurance can be given at this time as to whether we will be able to achieve these objectives. The financial statements
do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification
of liabilities that might be necessary should we be unable to continue as a going concern.



Item
3. Quantitative and Qualitative Disclosures About Market Risk



A
smaller reporting company is not required to provide the information required by this Item.



Item
4.     Controls and Procedures



Disclosure
Controls and Procedures



We carried
out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2011. This evaluation was carried out under the supervision and with the participation
of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that, as of June 30, 2011, our disclosure controls and procedures were not effective due to the presence
of material weaknesses in internal control over financial reporting.

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A material
weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be
prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management
to conclude that, as of June 30, 2011, our disclosure controls and procedures were not effective: (i) inadequate segregation of
duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting
with respect to the requirements and application of both US GAAP and SEC guidelines.



Remediation
Plan to Address the Material Weaknesses in Internal Control over Financial Reporting



Our
Company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period
covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To
remediate such weaknesses, we plan to implement the following changes during our fiscal year ending September 30, 2011: (i) appoint
additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient
written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent
upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing
such funds, remediation efforts may be adversely affected in a material manner.



We
are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive
financing to hire additional employees.  In January 2011, we hired an outsourced controller to improve the controls for accounting
and financial reporting.



Changes
in Internal Control over Financial Reporting



There were
no changes in our internal control over financial reporting during the three months ended June 30, 2011 that have materially affected,
or are reasonable likely to materially affect, our internal control over financial reporting.

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PART
II – OTHER INFORMATION



Item
1.     Legal Proceedings



Aside
from what follows, we are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which
any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material
interest adverse to us.



On
February 28, 2011, our board of directors, Mr. Randall McCoy, and our company (collectively the “Plaintiffs”) filed
an amended complaint in the Eighth Judicial District Court of Nevada (Case No. A-11-634976-C) against Joseph Connell, our former
President. The Plaintiffs in the amended complaint are requesting declaratory relief from certain allegations Mr. Connell has
made in relation to partnership claims with Mr. McCoy, board membership, and stock ownership in our company. Mr. Connell has requested
that the case be removed to federal court in Nevada and has requested that our complaint be dismissed for lack of jurisdiction.



On
March 11, 2011, Mr. Connell filed a complaint in the Supreme Court of the State of New York (Index No. 103007/11) against Mr.
Mccoy, Regenicin, Inc., Joseph Rubinfeld, John Weber and Craig Eagle. The complaint alleges, among other things, that Mr. Connell
is entitled to 50% of Mr. McCoy’s stock in our company. The complaint requests an accounting from us and requests that we
be enjoined from transferring title to Mr. McCoy’s shares.



On
June 8, 2011, an agreement was reached (the “Agreement”) to dismiss the members of the Company’s board of directors
(excluding Mr. McCoy) and the Company from the case currently pending in the United States District Court for the Southern District
of New York. As part of this Agreement, the Company also agreed to dismiss its action originally brought against Mr. Connell in
the United States District Court for the District of Nevada.



The
dispute will continue involving only Mr. Connell and Mr. McCoy as parties in the action pending in the United States District
Court for the Southern District of New York. Mr. McCoy has agreed to lock-up 25,000,000 of his personal shares pending the outcome
of the case.



Item
1A: Risk Factors



A
smaller reporting company is not required to provide the information required by this Item.



Item
2.     Unregistered Sales of Equity Securities and Use of Proceeds



We
raised $1,345,000 in the sale of Units in May through July of 2011. Each Unit consists of one (1) share of our Series A Convertible
Preferred Stock, par value $0.001, and a warrant to purchase one-half (1/2), or 50%, of one share of Common Stock. The Units were
sold to accredited investors at $1.00 per Unit.



The
holders of Series A Convertible Preferred Stock are entitled to 8% annual dividends payable in cash or common stock at our option.
Holders are also entitled to a liquidation preference equal to $1,00 for each share of Series A Preferred Stock plus an amount
equal to all accrued but unpaid dividends. The shares of Series A Convertible Preferred Stock may be converted at any time into
ten shares of common stock. We may force a conversion if the VWAP of our common stock is in excess of $1.50 per share for 20 consecutive
days. We shall also have the right at any time to redeem any of the Series A Convertible Preferred Stock issued that have not
been converted upon paying the full purchase price and any accrued but unpaid dividends. The Holders of Series A Convertible Preferred
Stock shall be entitled to vote together with the holders of common stock as if their shares were converted into shares of common
stock. The Holders of Series A Convertible Preferred Stock will have the option to purchase up to the maximum of $2,000,000 in
additional Units on the same terms as provided in this offering for a period of 9 months, except that each share of Series A Convertible
Preferred Stock purchased will be convertible into only 6 and 2/3 shares of common stock and each warrant will be exercisable
at $0.25 per share.

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There
will be full ratchet anti-dilution on the shares of common stock underlying the Series A Convertible Preferred Stock for three
years on any stock issued below $0.10 per share with the exception of shares issued in a merger or acquisition. Holders of Series
A Convertible Preferred Stock will have the right to participate in any financing for two years from the closing of the offering
based on maintaining their proportionate stake on a fully diluted basis. As long as there are holders maintaining 25% of Series
A Convertible Preferred Stock, we will need the consent of MKM Opportunity Master Fund LLC to (i) adversely affect the rights,
preferences or privileges of the Series A Convertible Preferred Stock including pledging any assets, (ii) create or issue any
new class or series of shares having rights, preferences or privileges pari passu or senior to the Series A Convertible Preferred
Stock, (iii) incur any debt or other obligation including but not limited to accounts payable, accrued but unpaid employee compensation,
and other accrued but unpaid ordinary course expenses that exceed $500,000, (iv) amend, waive, or repeal any provision of our
Articles of Incorporation or Bylaws in a manner that adversely affects the Series A Convertible Preferred Stock, (v) decrease
the authorized size of the Board, (vi) effect any merger, sale, consolidation or reorganization of the Company, or (vii) liquidate
or dissolve the Company.



These
securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented
their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given
adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising.
We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted
stock.



Item
3.     Defaults upon Senior Securities



None



Item
4.     (Removed and Reserved)



Item
5.     Other Information



None



Item
6.      Exhibits



|Exhibit
Number | Description
                                                                                                    of Exhibit                                                   
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1           | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                            
|31.2           | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, 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



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SIGNATURES



In
accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.



|       | Regenicin,
    Inc.                     
|------ | ----------------------------------------
|       |                                         
|Date:  | August
    15, 2011                     
|       |                                         
|By:    | /s/
    Randall McCoy                   
|       | Randall
    McCoy                       
|Title: | Chief
    Executive Officer and Director





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