10-QSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)

S Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended March 31, 2008

£ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from ______to______.

Commission file number 333-129388

RNS SOFTWARE, INC.
(Name of Small Business Issuer in Its Charter)


Nevada		71098116
(State or other jurisdiction o		(I.R.S. Employer
incorporation or organization)		Identification No.)

2197 West 2^nd Avenue, Suite 103, Vancouver, B.C.		V6K 1H7 Canada
(Address of principal executive offices)		(Zip Code)

(604) 789-2410
(Issuer's telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 S No £

Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes £ No S

The number of shares outstanding of each of the issuer's class of equity as of the latest practicable date is stated below:

Title of each class of Common Stock Outstanding as of April 29, 2008
Common Stock, $0.001 par value: 26,085,000

Transitional Small Business Disclosure Format (check one): Yes £ No S

RNS SOFTWARE, INC.

TABLE OF CONTENTS



		Page

Part I	Financial Information

	Balance Sheets– March 31, 2008 (Unaudited)	4
	and December 31, 2007

	Statements of Operations (Unaudited) for the	5
	Three Months Ended March 31, 2008 and March 31, 2007
	and for the Period from January 6, 2005 (Inception) to
	March 31, 2008

	Statements of Cash Flows (Unaudited) for the	6
	Three Months Ended March 31, 2008 and March 31, 2007 and for the
	Period from January 6, 2005 (Inception) to
	March 31, 2008

	Notes to the Financial Statements	7

	Item 2. Management’s Discussion and Analysis of Financial	13
	Condition and Results of Operations

	Item 3. Controls and Procedures	16

Part II	Other Information

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	16

	Item 6. Exhibits and Reports on Form 8-K	17

	Signatures	18

PART I- FINANCIAL INFORMATION

ITEM 1. Financial Statements

In the opinion of management, the accompanying unaudited financial statements included in this Form 10-QSB reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

RNS SOFTWARE INC.

(A Development Stage Company)

BALANCE SHEETS

March 31, 2008 and December 31, 2007


				March 31, 2008		December 31, 2007
Assets				Unaudited		Audited
Current Assets
	Cash		$	14,333	$	61,421

Equipment, net				754		849

Total Assets			$	15,087	$	62,270

Liabilities
Current liabilities
	Accounts payable and accrued liabilities		$	13,124	$	8,000
	Deposits received			-		75,000
	Due to related party			-		400
		Total current Liabilities		13,124		83,400

Stockholders' Equity (Deficit)
	Capital Stock
	100,000,000 Common shares authorized,
	$.0001 par value
	26,085,000 issued and outstanding			2,608		2,608
	Additional paid-in capital			112,892		112,892
	Deficit accumulated during development stage			(113,537)		(136,630)
		Total Stockholders' Equity (Deficit)		1,963		(21,130)
			$	15,087	$	62,270

The accompanying notes are an integral part of these financial statements

RNS SOFTWARE INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2008 and 2007

Unaudited


			2008		2007		Period from January 6, 2005 (inception) to March 31, 2008
Revenue
Termination Fee (Note 7)		$	75,000	$	-	$	75,000
Expenses
	Accounting and audit fees		6,475		2,742		54,710
	Depreciation		94		87		471
	Bank charges and interest		37		26		2,843
	Consulting		10,000		-		21,490
	Impairment of technology rights		-		-		12,500
	Legal		33,300		-		59,055
	Management fees		1,200		1,200		14,000
	Office and general		-		258		3,460
	Transfer agent and filing fees		801		574		10,884
	Travel and promotion		-		392		9,124
Total expenses			51,907		5,279		188,537
Net Income (Loss)		$	22,293	$	(5,279)	$	(113,537)

Basic and diluted loss per share		$	(0.01)	$	(0.01)

Weighted average number of shares
	outstanding-basic and diluted		26,085,000		26,085,000

The accompanying notes are an integral part of these financial statements

RNS SOFTWARE INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

For the three months ending March 31, 2008 and 2007

Unaudited


				2008		2007		Period from January 6, 2005 (inception) to March 31, 2008
Operating Activities
	Net Income (Loss)		$	22,293	$	(5,279)	$	(113,537)
	Adjustments to reconcile net loss to net
		cash used in operating activities
	Non-cash termination fee			(75,000)		-		(75,000)
	Depreciation			94		87		470
	Impairment of technology rights			-		-		12,500
	Increase in accounts payable and accrued expenses			5,125		(2,009)		625
		Net cash used in operating activities		(47,488)		(7,201)		(174,942)
Investing activities
	Purchase of equipment			-		-		(1,225)

Financing activities
	Advances from (repayments to) related party			(400)		400		-
	Deposits received			-		-		75,000
	Proceeds from issuance of stock			-		-		115,500
		Net cash provided by financing activities		(400)		400		190,500

Increase (decrease) in cash				(47,088)		(6,801)		14,333
Cash, beginning of the period				61,421		36,787		-
Cash, ending of the period			$	14,333	$	29,986	$	14,333

Supplemental cash flow information
Cash paid for interest			$	-	$	-	$	-

Cash paid for taxes			$	-	$	-	$	-

The accompanying notes are an integral part of these financial statements

RNS SOFTWARE INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2008

Unaudited

Note 1

Nature and Continuance of Operations

The Company was incorporated in the State of Nevada, United States of America on January 6, 2005 and its fiscal year end is December 31. The Company is in the development stage. The Company has acquired a software package named SEOdoctor, the SEOdoctor domain and existing customer database.

SEOdoctor stands for “Search Engine Optimization”. This product allows a client’s website to have key identifier words embedded in the home page which in turn would interact with Google or other search engines, and results in the client’s website receiving a higher profile / ranking in searches. Refer to Note 7.

Going Concern

These financial statements have been prepared on a going concern basis. The Company has working capital of $809 at March 31, 2008, and has accumulated a deficit of $113,937 since inception. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to develop its current business and to meet its obligations and repay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time. These factors raise substantial doubt that the Company will be able to continue as a going concern. Management plans to continue to provide for its capital needs by the issuance of common stock and related party advances. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to cont inue as a going concern.

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They may not include all information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the period ended December 31, 2007 included in the Company’s 10KSB with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10K-SB. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. O perating results for the three months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

RNS Software Inc.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2008

Unaudited

Note 2

Summary of Significant Accounting Policies

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements necessarily involves the use of estimates which have been made using careful judgment by management. Actual results may vary from these estimates.

The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and in accordance with the significant accounting policies summarized below:

Development Stage Company

The Company complies with Financial Accounting Standard Board Statement (“FAS”) No. 7 and The Securities and Exchange Commission Act Guide 7 for its characterization of the Company as development stage.

Equipment

Equipment is stated at cost. Depreciation is computed on a declining balance basis at 30% per year.

Technology rights

In accordance with ” Statement of Position (SOP) No. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use” and Statement of Financial Accounting Standards (“SFAS”) No. 86, software development costs are expensed as incurred until technological feasibility has been established, at which time such costs are capitalized until commercial operations have commenced. These capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in hardware and software technologies. Software development costs capitalized include direct labour and purchased software expenses incurred after technological feasibility has been established. Amortization of capitalized application software development costs begins upon the commencement of commercial operations. Capitalized costs will be amortized over the estimated product life of t hree to five years, using the greater of the straight-line method or the ratio of current product revenues to total projected future revenues. At the balance sheet date, the Company evaluates the net realizable value of the capitalized costs and adjusts the current period amortization for any impairment of the capitalized asset value. During 2005 the Company capitalized direct costs incurred in the acquisition of its proprietary application software totalling $12,500. The net book value of capitalized application software is reviewed annually for impairment. Due to the uncertainty of realization the Company wrote off the carrying value of technology rights as at December 31, 2006 resulting in an impairment loss of $12,500.

RNS Software Inc.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2008

Unaudited

Note 2

Summary of Significant Accounting Policies – (cont’d)

Impairment of Long-lived Assets

Equipment is reviewed for impairment in accordance with FAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets”, which was adopted effective January 1, 2002. Under FAS No. 144, these assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount, if any, which the carrying value of the asset exceeds the fair value.

Foreign Currency Translation

The Company’s functional currency is the United States Dollars. In accordance with SFAS No. 52, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.

Net Loss per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive losses per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities diluted loss per share is equal to basic loss per share.

Stock-Based Compensation

The Company has not adopted a stock option plan and has not granted any stock options. Accordingly no stock-based compensation has been recorded to date.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with FAS No. 109 “Accounting for Income Taxes”. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

RNS Software Inc.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2008

Unaudited

Note 2

Summary of Significant Accounting Policies – (cont’d)

Fair Value of Financial Instruments

The carrying value of the Company’s financial instruments consisting of cash, accounts payable and accrued liabilities and due to related party approximate their carrying value due to the short-term maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Note 3

Equipment


				December 31,
	March 31, 2008			2007
	Cost	Accumulated depreciation	Net book value	Net book value

Computer equipment	$ 1,225	$ 471	$ 754	$ 849

Note 4

Technology rights

Pursuant to a Technology Purchase Agreement (the “Agreement”) dated May 6, 2005, the Company acquired from the President of the Company a 100% undivided right in and to a SEOdoctor software package, all rights, title and interest in and to the SEOdoctor domain name, present customer database, and all intellectual property rights related to SEOdoctor products and trademarks for $12,500. The $12,500 was paid by way of a promissory note bearing interest at 8% per annum and payable on demand. During the year ended December 31, 2006, the Company paid the promissory note principal and accrued interest in full.

At December 31, 2006 the Company determined that an impairment in the carrying value of capitalized technology rights had occurred and as a result wrote off the carrying value of $12,500 to operations.

Note 5

Capital Stock

The total number of common shares authorized that may be issued by the Company is 100,000,000 shares with a par value of $0.0001 per share and no other class of shares is authorized.

During the period from January 6, 2005 (inception) to December 31, 2005 the Company issued 25,000,000 shares of common stock for total proceeds of $7,000. During the year ended December 31, 2006, the Company issued 1,085,000 shares of common stock for total proceeds of $108,500.

To March 31, 2008, the Company has not granted any stock options and accordingly has not recorded any stock-based compensation.

RNS Software Inc.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2008

Unaudited

Note 6

Related Party Transactions

The President of the Company provides management services to the Company. The services are valued at $400 per month. During the three months ended March 31, 2008 management services of $1,200 (2007 - $1,200) were charged to operations of which $nil is owing at March 31, 2008 (December 31, 2007 - $400).

The President of the Company provides consulting services to the Company. During the three months ended March 31, 2008 consulting services of $10,000 (2007 - $nil) were charged to operations, of which $NIL is owing at March 31, 2008 (2007 - $nil).

All related party transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

Note 7

Securities Exchange Agreement

On April 30, 2007, the Company entered into a Securities Exchange Agreement (“Agreement”) with Regena Therapeutics, Inc., (“Regena”) (a Delaware corporation), the shareholders of Regena, and Livio Susin, pursuant to which the Company will purchase all the issued and outstanding capital stock of Regena from the Regena Shareholders (the “Acquisition”) in exchange for shares of the Company’s common and preferred stock to be authorized. If completed, the business of Regena will be the sole business of the Company.

The Agreement provides that the Company would also exchange Regena options and warrants for like options and warrants of the Company. Further, the Company would redeem from Livio Susin, sole officer and director and the majority shareholder of the Company, approximately 14,000,000 pre-split common shares of the Company in exchange for $175,000 and substantially all of the current assets and liabilities of the Company. Other terms of the Agreement require the Company to effect a reverse split of its currently issued and outstanding common stock on the basis of 1 new share for 16.34 common shares held if Regena raises the maximum financing and 1 new share for 19.34 common shares held if Regena raises the minimum financing., increase its authorized capital and effect a name change.

The closing of the Acquisition was contingent upon Regena completing a private placement of a minimum of $5,000,000 and a maximum of $10,000,000. and other conditions specified in the Agreement, including shareholder approval for certain actions. Upon closing this Acquisition would constitute a reverse merger and the Company would appoint new officers and directors.

RNS Software Inc.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2008

Unaudited

Note 7

Securities Exchange Agreement (cont’d)

On July 30, 2007, the parties agreed to amend the Agreement to extend the closing date from July 31, 2007 to August 31, 2007 in consideration of $5,000 to cover additional costs incurred by the Company. This amount was to be paid upon closing. All other terms and conditions of the Agreement remain the same

On August 29, 2007, the parties agreed to further amend the Agreement to extend the closing date from August 31, 2007 to October 31, 2007. Regena agreed to pay a $25,000 non-refundable deposit (the “Deposit”) and the $175,000 to be paid was amended to $215,000, which includes the $5,000 amount set forth in the Amendment dated July 30, 2007, plus an additional $35,000 increase. Upon closing, the Deposit shall be applied against such $215,000 payment amount.

On October 31, 2007, the parties agreed to further amend the Agreement to extend the closing date from October 31, 2007 to January 31, 2008. As consideration, Regena agreed to pay an additional $50,000 non-refundable deposit and the $215,000 to be paid to Livio Susin was increased to $300,000 which will be offset in part with the total non-refundable deposit of $75,000 at closing. Upon closing, existing, shareholders of the Company will retain a 4.0% ownership which is increased from 3.6875%.

On January 31, 2008, the agreement was further amended to extend the closing date from January 31, 2008 to March 31, 2008. In addition, the parties may terminate the agreement prior to March 31, 2008 by providing a 30 day written notice.

On February 15, 2008, the Company provided Regena and its shareholders with written notice of its intent to terminate the Agreement. All parties agreed to waive the 30 day written notice requirement and terminated the Agreement effective February 15, 2008. The Company has recorded the $75,000 deposited as a termination fee in the current quarter.

Note 8

Subsequent Events

Subsequent to the date of this report, the Company filed a 8-K Current Report regarding the entrance into and completion of a certain Majority Stock Purchase Agreement with certain purchasers who purchased an aggregate of 20,000,000 shares from Mr. Susin. A change of control of the Company has occurred.

ITEM 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operations

Safe Harbor for Forward-Looking Statements

When used in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed under the “Item 2. Managemen t’s Discussion and Analysis of Financial Condition or Plan of Operations,” and also include general economic factors and conditions that may directly or indirectly impact the Company’s financial condition or results of operations.

General

We were formed as a Nevada corporation on January 6, 2005 as File4ward Software, Inc. On March 16, 2005 we changed our name to RNS Software, Inc. We are in the business of developing and marketing a search engine optimization software package named SEOdoctor. To date, we have not sold any of our products. Our accountants have raised substantial doubts about our ability to continue as a going concern. Further, we rely on our sole employee, officer and director, Mr. Susin to conduct our business.

SEOdoctor stands for “Search Engine Optimization”. This product allows a client’s website to have key identifier words embedded in the home page which in turn would interact with search engines and result in the client’s website receiving a higher profile / ranking in searches.

Technology rights

Pursuant to a Technology Purchase Agreement (the “Agreement”) dated May 6, 2005, the Company acquired from the President of the Company a 100% undivided right in and to a SEOdoctor software package, all rights, title and interest in and to the SEOdoctor domain at www.seodoctor.com, present customer database, and all intellectual property rights related to SEOdoctor products and trademarks for $12,500. The $12,500 was paid by way of a promissory note bearing interest at 8% per annum and payable on demand. During the year ended December 31, 2006, the Company paid the promissory note principal and accrued interesting full.

The technology is comprised of the following components:

All right, title, and interest in and to the SEOdoctor domain;

All present pages and graphics relating to the SEOdoctor product;

Software code and cold fusion code comprising the SEO Injector tool;

All contents of the administrative database for the SEOdoctor domain;

The present potential customer list including contact names, numbers and addresses;

All intellectual property rights, including the rights to existing trademarks or trademarks in process or the rights to file trademark applications in all jurisdictions, to the SEOdoctor name and SEO Injector tool name.

At present, none of our trademarks are registered.

The potential customer database was compiled by RNS from a variety of industry sources for internal marketing use only. RNS does not intend to sell its database.

Our business

The SEOdoctor search engine positioning tool gives the user’s website the advantage it needs for top search engine website ranking. Our optimization software allows the user to choose what content the visitor to their web site sees without crowding the page with the key words presented to the search engines.

Achieving top search engine website ranking is a very important tasks for any webmaster or search engine optimization expert, especially if they are working on an image-based or Flash-driven website. The SEOdoctor search optimization software package was created to assist users in attaining top search engine positioning by transparently allowing for the injection of content, headers, links, titles, and meta tags for the search engines specifically. SEOdoctor positioning tool also allows the user to tailor these injection types for each of the major search engines individually and entirely transparent to a live visitor.

Our revenues will be derived from user subscriptions which range from one month to annual terms. We also offer a 30 day free trial offer to first time subscribers. As a result, our revenues are difficult to predict from period to period. We intend to target small and medium sized business and need to cultivate a significant base of subscribers in order to generate a ratable flow of services and revenue. We anticipate that most of our subscribers will first try the free version before deciding to subscribe to the paid service. We do not believe that any single subscriber will be our major revenue stream.

Our users usually subscribe for a defined term of subscription. As a result, a subscriber may not engage us for further services once the subscription has expired. We intend to establish our initial clientele via existing relationships with web page designers, web hosting companies, and other professionals.

We also have an incentive program, the SEO Doctor Search Engine Affiliate Program. If a webmaster refers a client to our products and that client then purchases our product, we will pay the referring webmaster 50% of all revenue from that specific sale. This is a one-time payment for that one initial purchase and any renewals would not be included in this incentive program.

Marketing strategy

Our sales and marketing efforts are focused on strengthening our name and building our reputation as a secure, reliable and cost-efficient provider of search engine optimization software packages. We intend to establish our initial users via existing relationships that we have and will develop with page designers, web hosting companies, and other search engine marketing specialists.

We will submit a link to our free trial version to web sites offering free downloads. Using our own technology, our web site comes up in the top ten search results when words “search engine optimization software” are used as key words for the search. We cannot guarantee that we will be able to maintain the top ten rating in the future, or that the web site traffic generated through directory searches will result in paid subscriptions.

To improve our chances of attracting repeat subscribers we are planning on adding new features and coming out with updates to our current software. We intend notify all past and existing subscribers of any new products or updates.

We work with a hosting services group, where our web site www.seodoctor.com is managed and hosted. We have notified this group about our products and advertise our services to their existing clients.

We believe that initially we will be able to operate at near capacity in the near future from subscribers that will be referred by our existing business contacts. Other than maintaining our web site exposure to the Internet, we do not anticipate the need to do marketing or advertising in order to cultivate subscribers.

Employees

At the present time Livio Susin is our only employee as well as our sole officer and director. Mr. Susin will devote such time as required to actively market and further develop our services and software products. At present, we expect Mr. Susin will devote at least 30 hours per week to our business. We expect to contract the services of a web hosting company and use their central server for our web site needs. We do not anticipate hiring any additional employees until such time as additional staff is required to support our operations.

Description of Property.

We currently maintain a 500 square foot office space provided by Livio Susin, our officer and director, at no cost to us. We do not have any written agreement regarding our office space. Our address is 2197 West 2^nd Avenue, Suite 103, Vancouver, British Columbia V6K 1H7, Canada. Our telephone number is 604-789-2410. We anticipate this situation will be maintained for at least the next twelve months. The facility meets our current needs, however should we expand in the future, we may have to relocate. If we have to relocate, we will seek office space at or below then prevailing rates.

Results of Operations for the Three Month Periods Ended March 31, 2008 and 2007

We generated $75,000 in revenue for the three months ended March 31, 2008. This revenue was generated as a result of the retention of non-refundable extension fees paid by Regena. Our expenses were $51,907 for the three months ended March 31, 2008 compared to $5,279 for the same period in 2007. The higher expenses for the three months ended March 31, 2008 were due to increased legal bills incurred during our negotiations with potential business merger partners. From inception to March 31, 2008 our expenses were $113,537. Expenses consisted of professional fees, administrative and management fees, as well as travel and promotion. The professional fees were, to a large extent, to our auditors and legal counsel and periodic reports required to be filed with the Securities and Exchange Commission. As a result, we have reported a net income of $22,293 for the three months ended March 31, 2008 compar ed to $5,279 loss for the same period in 2007.

Liquidity and Capital Resources

At March 31, 2008, we had total assets of $15,087. Current assets consisted of $14,333 in cash and $754 in property and equipment, net of depreciation in the amount of $94. Total current liabilities at March 31, 2008 consisted of $13,124 in accounts payable and accrued liabilities. We do not anticipate any capital expenditures in the next twelve months.

On February 1, 2006, our SB-2 registration statement went effective with the Securities and Exchange Commission. This was our initial public offering. We offered a minimum of 750,000 shares and a maximum of 1,500,000 shares of common stock. The public offering price was $0.10 per share. The Company raised $108,500 from its offering and issued 1,085,000 shares of common stock. We are using the funds from our current public offering to pay off our debts, develop promotional literature, update our website and software and continue operations.

The President of the Company provides management services to the Company commencing May, 2005. The services are valued at $400 per month. During the period ended March 31, 2008 management services of $1,200 were charged to operations. We have paid management services to Mr. Livio Susin from the working capital proceeds our offering.

ITEM 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Based on the evaluation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e) required by Securities Exchange Act Rules 13a-15(b) or 15d-15(b), our Chief Executive Officer/Chief Financial Officer has concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.

(b) Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

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

On February 1, 2006, our SB-2 registration statement went effective with the Securities and Exchange Commission. This was our initial public offering. We offered a minimum of 750,000 shares and a maximum of 1,500,000 shares of common stock. The public offering price was $0.10 per share. We anticipate using the funds from our current public offering to pay off our debts, develop promotional literature, update our website and software and continue operations for the next twelve months. The Company raised $108,500 from its offering and issued 1,085,000 shares of common stock. The offering was closed in May 2006. The table below provides details on how the proceeds from our offering have been used as of June 30, 2007.



Total Proceeds	$	108,500

Less Offering Expenses		22,215
Pay off notes		33,161
Settle accounts payable		8,232
Software development		1,220
Working capital		36,915

ITEM 6. Exhibits and Reports on Form 8-K

On January 31, 2008 RNS filed a Form 8-K Current report regarding items 1.01 and 9.01. On February 20, 2008 RNS filed a Form 8-K Current Report regarding items 1.02 and 9.01.

On April 30, 2007, the Registrant entered into a Securities Exchange Agreement (“Agreement”) by and among REGENA THERAPEUTICS, INC., a Delaware corporation (“Regena”), RNS SOFTWARE, INC., a Nevada corporation (“RNS”), the shareholders of Regena (the “Regena Shareholders”), and Livio Susin (the “RNS Redeemed Shareholder”), pursuant to which RNS will purchase all the issued and outstanding capital stock of Regena from the Regena Shareholders (the “Acquisition”). Following completion of the Acquisition, the business of Regena will be the sole business of RNS and Regena will effectively become the operating public company. The Agreement was attached to our Current Report on Form 8-K dated May 3, 2007 as Exhibit 10.01.

The parties amended the Agreement to extend the closing date multiple times which were reported on Form 8-K Current Report.

On January 31, RNS filed a Form 8-K announcing that on January 28, 3008 the parties agreed to once more amend the Agreement to extend the closing date from January 31, 2008 to March 31, 2008 and to add a provision allowing either party to terminate the Agreement prior to March 31, 2008 by providing a 30 day written notice. All other terms and conditions of the Agreement remained the same.

On February 15, 2008, RNS Software provided Regena and its shareholders with written notice of its intent to terminate the Agreement. All parties agreed to waive the 30 day written notice requirement and terminated the Agreement effective February 15, 2008

Subsequent to the date of this report, the Company filed a 8-K Current Report regarding the entrance into and completion of a certain Majority Stock Purchase Agreement with certain purchasers whereby the Majority Purchasers transferred to Mr. Susin total consideration to purchase an aggregate of 20,000,000 shares. A change of control of the Company has occurred.

Exhibits

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-B.



Exhibit No.	SEC Ref. No.	Title of Document	Location

1	31.1	Certification of the Principal Executive	Attached
		Officer/ Principal Financial Officer pursuant
		to Section 302 of the Sarbanes-Oxley Act of 2002

2	32.1	Certification of the Principal Executive Officer/	Attached
		Principal Financial Officer pursuant to U.S.C.
		Section 1350 as adopted pursuant to Section 906
		of the Sarbanes-Oxley Act of 2002*

* The Exhibit attached to this Form 10-QSB shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

SIGNATURES

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

RNS SOFTWARE, INC.

Date: May 1, 2008

/s/ Livio Susin

Livio Susin

Chief Executive Officer and

Chief Financial Officer