UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ____________

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~April~~ 8February 28, ~~2010~~ 2012

REGENOCELL THERAPEUTCS, INC. (Exact Name of Registrant as Specified in Charter)

(Exact Name of Registrant as Specified in Charter)

Florida	000-50639	22-3880440
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

2 Briar Lane, Natick, Massachusetts		01760
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code ~~____~~(508) 647-4065

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 14.0102. ~~Entry~~Non-Reliance ~~into~~on Previously Issued Financial Statements or a ~~Material~~Related ~~Definitive~~Audit ~~Agreement~~Report or Completed Interim Review

On ~~January~~February 728, ~~2010~~2012, upon management’s recommendation to the Board of Directors of RegenoCELL Therapeutics, Inc. (the “Company”), ~~entered~~the Company’s Board ~~into~~of ~~two~~Directors ~~agreements~~determined that the Company’s financial statements for the year ended December 31, 2010 should no longer be relied upon as a result of accounting for payroll liabilities and payroll expenses. ~~Closing~~ ~~occurred~~The onCompany ~~February~~has 4determined that its previously filed Form 10-K included an amount related to payroll liabilities that was overstated. The previous balance was $391,124; ~~2010~~the new restated amount is $131,982. The Company believes the impact to the financial statements is material, and therefore, a restatement is necessary.

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

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

	As Restated			Adjustment			As Previously Reported
Payroll Liabilities	$	131,982		$	(259,142	)	$	391,124
Net Loss	$	(3,878,760	)	$	(259,142	)	$	(4,137,902	)
Net loss per share- Basic and Diluted	$	(0.5	)	$	(0.00	)	$	(0.05	)

InThe ~~addition 40,000,000 (forty million) shares of the~~ Company’s ~~common~~Chief ~~stock,~~Financial ~~par value $.0001, was issued to Yieldex~~Officer ~~Ltd~~has ~~and~~discussed ~~its~~all ~~nominees. The~~of ~~40,000,000~~the ~~shares~~items ~~are~~above ~~restricted~~with ~~and subject~~the toCompany’s aindependent ~~two~~accountants ~~year~~for ~~Lock-Up~~the ~~period~~aforementioned ~~beginning~~financial ~~January 4, 2010~~period. ~~These~~ ~~shares~~The ~~are~~Company ~~also~~intends ~~subject~~ to afile ~~voting~~its ~~agreement. During~~restated ~~the~~financial ~~Lock-Up period~~statements ~~and~~ for ~~any subsequent period until~~ the ~~shares~~year ~~are~~ended ~~sold~~December to31, ~~the~~2010 ~~public~~ in ~~the~~ ~~open~~conjunction ~~market, the~~with ~~Board of Directors will be expanded to five members and~~ the ~~shareholders whose shares are locked up will vote for a maximum~~filing of ~~two~~the ~~directors. The~~ Company’s ~~shareholders~~Annual ~~who~~Report ~~are~~on ~~not~~Form ~~parties to the Lock~~10-UpK/A ~~agreement~~at ~~will~~and ~~vote their shares~~ for the ~~same~~year ~~two~~ended ~~directors~~December ~~until the aggregate number of Yieldex shares are 15~~31,~~000,000~~ ~~(fifteen~~2009 ~~million)~~as orsoon ~~less. The~~as ~~Yieldex shareholders agree to vote the Yieldex shares for a maximum of three directors designated by James F. Mongiardo. While this voting rights agreement is in effect~~possible, ~~unanimous~~but ~~approval~~no ~~of all the directors then in office~~later orthan ~~approval~~March of holders of at least a majority of the shares will be required for: (i) any proposal to increase capital in a way that would result in dilution of existing shareholders’ percentages by ten percent (10%) or more; (ii) any proposal to merge2, ~~consolidate or amalgamate with any other corporate entity; (iii) any proposal to sell all or a material part of the assets; and, (iv) any proposal to amend the bylaws~~2012.

AsThis areport may contain forward-looking statements ~~result~~that ofinvolve ~~the~~risks ~~actions~~and ~~described~~uncertainties. We generally use ~~above~~words such as “believe,” “may,” on“could,” ~~February 4~~“will,” “intend,” “expect,” “anticipate,” “plan,” ~~2010~~and ~~the~~similar ~~Company’s~~expressions ~~primary~~to identify forward-looking statements. You should not place undue ~~asset~~reliance ison ~~Regenocell~~these ~~Laboratories~~forward-looking ~~Ltd~~statements. Our ~~which~~actual isresults ~~manufacturing~~could ~~and~~differ ~~selling~~materially ~~stem~~from those anticipated in the forward-looking ~~cell~~statements ~~therapy~~for ~~product~~many ~~used~~reasons. Although towe ~~treat~~believe ~~congestive~~the ~~heart~~expectations ~~failure~~reflected ~~and~~in ~~peripheral artery~~the ~~disease. Purchases~~forward-looking statements are ~~being~~reasonable, they relate only to events as of the date on which the statements are made, and our restated financial tostatements, ~~treat~~future results, levels ~~patients~~of ~~for~~activity, performance or achievements may not meet these expectations. ~~indications~~We indo ~~Bangkok,~~not ~~Thailand~~intend ~~and~~to update any of the ~~Dominican~~forward-looking ~~Republic. It~~statements ~~is anticipated~~after ~~that~~the ~~purchases~~date ~~will~~of ~~also~~this bedocument ~~made~~to conform these statements to actual ~~treat~~results ~~patients~~or to changes in ~~Mexico~~our ~~and other~~expectations, ~~countries~~except as required by law.

~~- 1 -~~SIGNATURES

~~Item~~Pursuant ~~8.01~~to ~~Other~~the ~~Events~~requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

	RegenoCELL Therapeutics, Inc.
	(Registrant)




Date: February 28, 2012	By:	/s/ James F. Mongiardo
		James F. Mongiardo
		President and Chief Executive Officer

Prior to a scheduled hearing, a settlement agreement was reached which then became the resolution of the case by the District Court for the Central Region of Israel. All equipment and files taken are to be returned subject to copying by the applicants at their expense. Excluded from copying are attorney-client privileged documents, business documents and private documents. Regenocell Laboratories and the Company agree not to disclose the alleged intellectual property to third parties except in the ordinary course of business, for government filings and when a non disclosure agreement is obtained. This order remains in effect until a subsequent order by the Court or the resolution of an arbitration begun in Canada by Kwalata against TheraVitae, Ltd.2-

Item 9.01. Financial Statements and Exhibits

(a) Exhibits

Exhibit 7 Asset Purchase Agreement between Regenocell Laboratories Ltd. and TheraVitae Limited signed 5 January 2010.

Exhibit 8 Assignment of Rights between Yieldex Ltd. and RegenoCELL Therapeutics, Inc. signed 7 January 2010.

Exhibit 9 Final Settlement District Court for the Central Region, Israel, Hon. Judge Shinman, March 4, 2010, Kwalata Trading Limited vs. Thera Vitae and Regenocell Laboratories, Ltd., translated into English.

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

RegenoCELL Therapeutics, Inc. (Registrant)

April 9, 2010	By:	/s/ James F. Mongiardo
		James F. Mongiardo
		President and Chief Executive Officer

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