10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1 TO

FORM 10-Q/A

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2012

¨ 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: 000-54402

BIORESTORATIVE THERAPIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	91-1835664
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

555 Heritage Drive
Jupiter, Florida	33458
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (561) 904-6070

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. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ¨ No x

As of May 9, 2012, there were 655,491,911 shares of the registrant’s common stock outstanding.

EXPLANATORY NOTE

This amendment is being filed to correct the number of outstanding shares of the registrant as of May 9, 2012, as set forth on the cover page of the Form 10-Q, to exclude treasury shares from the calculation thereof.

PART II - OTHER INFORMATION

Item 6. Exhibits.

Exhibit	Description
31.1	Chief Executive Officer Certification *
31.2	Chief Financial Officer Certification *
32	Section 1350 Certification **
101.INS	XBRL Instance Document**
101.SCH	XBRL Schema Document **
101.CAL	XBRL Calculation Linkbase Document**
101.DEF	XBRL Definition Linkbase Document**
101.LAB	XBRL Label Linkbase Document**
101.PRE	XBRL Presentation Linkbase Document**

*	Filed herewith
**	Furnished herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 1, 2012	BIORESTORATIVE THERAPIES, INC.
	By:	/s/ Mark Weinreb
		Mark Weinreb
		Chief Executive Officer
		(Principal Executive and Financial Officer)

EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Mark Weinreb, certify that:

1) I have reviewed this amended quarterly report on Form 10-Q/A of BioRestorative Therapies, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 1, 2012

/s/ Mark Weinreb

Mark Weinreb

Principal Executive Officer

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Mark Weinreb, certify that:

1) I have reviewed this amended quarterly report on Form 10-Q/A of BioRestorative Therapies, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 1, 2012

/s/ Mark Weinreb

Mark Weinreb

Principal Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

Pursuant to 18 U.S.C. § 1350, the undersigned officer of BioRestorative Therapies, Inc. (the “Company”) hereby certifies that the Company’s Amended Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 1, 2012	/s/ Mark Weinreb
	Mark Weinreb
	Principal Executive and Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

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Going Concern and Management Plans

3 Months Ended

Mar. 31, 2012

Going Concern and Management Plans

Note 2 - Going Concern and Management Plans

As of March 31, 2012, the Company had a working capital deficiency and a stockholders’ deficiency of $4,402,371 and $4,325,865, respectively. The Company has not generated any revenues and incurred net losses of $9,029,244 during the period from December 30, 2008 (inception) through March 31, 2012. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company's primary source of operating funds since inception has been its stockholders and note financings. The Company intends to raise additional capital through private debt and equity investors. The Company is currently a development stage company and there is no assurance that these funds will be sufficient to enable the Company to fully complete its development activities or attain profitable operations.

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Subsequent to March 31, 2012, the Company raised $1,500,000 and $375,000 through debt and equity financing, respectively, exchanged $175,000 of debt into equity, and extended the maturities of $1,112,500 of notes. The Company currently has notes payable aggregating $435,000 which are past their maturity dates.  The Company is currently in the process of negotiating extensions or discussing conversions to equity with respect to these notes. See Note 8 – Subsequent Events for additional details.

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Business Organization and Nature of Operations

3 Months Ended

Mar. 31, 2012

Business Organization and Nature of Operations

Note 1 - Business Organization and Nature of Operations

BioRestorative Therapies, Inc. (and including its subsidiaries, the “Company”) is a development stage enterprise whose primary activities since inception have been the development of its business plan, negotiating strategic alliances and other agreements, and raising capital.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of March 31, 2012, for the three months ended March 31, 2012 and 2011 and for the period from December 30, 2008 (inception) to March 31, 2012. The results of operations for the three months ended March 31, 2012 are not necessarily indicative of the operating results for the full year ending December 31, 2012. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related disclosures of the Company as of December 31, 2011 and for the year then ended, and for the period from December 30, 2008 (inception) to December 31, 2011, which were filed with the Securities and Exchange Commission on Form 10-K on April 16, 2012.

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Condensed Consolidated Balance Sheets (USD $)	Mar. 31, 2012	Dec. 31, 2011
Current Assets:
Cash	$ 3,113	$ 71,508
Prepaid expenses and other current assets	8,451	46,915
Total Current Assets	11,564	118,423
Property and equipment, net	68,875	94,827
Intangible assets, net	3,216	3,308
Security deposit	4,415	4,415
Total Assets	88,070	220,973
Current Liabilities:
Accounts payable	739,182	426,184
Accrued expenses and other current liabilities	615,332	440,229
Notes payable, net of debt discount of $106,079 and $149,043 at March 31, 2012 and December 31, 2011, respectively	3,059,421	3,040,957
Total Current Liabilities	4,413,935	3,907,370
Commitments and contingencies
Stockholders' Deficiency:
Preferred stock, $0.01 par value; Authorized, 1,000,000 shares; none issued and outstanding at March 31, 2012 and December 31, 2011
Common stock, $0.001 par value; Authorized, 1,500,000,000 shares; Issued 655,922,945 and 635,614,845 shares at March 31, 2012 and December 31, 2011, respectively; Outstanding 627,991,911 and 607,683,811 shares at March 31, 2012 and December 31, 2011, respectively	655,923	635,615
Additional paid-in capital	4,069,092	3,234,486
Deficit accumulated during development stage	(9,018,880)	(7,524,498)
Treasury stock, at cost, 27,931,034 shares at March 31, 2012 and December 31, 2011	(32,000)	(32,000)
Total Stockholders' Deficiency	(4,325,865)	(3,686,397)
Total Liabilities and Stockholders' Deficiency	$ 88,070	$ 220,973

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Condensed Consolidated Statement of Changes in Stockholders' Deficiency (Parenthetical) (USD $)	3 Months Ended
	Mar. 31, 2012
Shares issued as debt discount in connection with notes payable
Shares issued, per share	$ 0.007
Issuance during period 1st | Shares issued for consulting services
Shares issued, per share	$ 0.008
Cash | Common Stock and Warrants
Shares issued, per share	$ 0.025
Notes Payable | Common Stock and Warrants
Shares issued, per share	$ 0.020

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Condensed Consolidated Statements of Cash Flows (USD $)	3 Months Ended		39 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
Cash Flows From Operating Activities
Net loss	$ (1,494,382)	$ (1,113,097)	$ (9,029,244)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount	66,137	71,087	622,233
Depreciation and amortization	26,044	24,754	171,226
Loss on sale of property and equipment			21,614
Stock-based compensation	481,741	209,559	2,763,892
Gain on settlement of note and payables, net	(23,077)		(106,525)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	38,464	(101,544)	(8,451)
Security deposit		(4,415)	(4,415)
Accounts payable	312,998	(88,451)	681,701
Accrued expenses and other current liabilities	198,180	152,196	750,909
Total Adjustments	1,100,487	263,186	4,892,184
Net Cash Used in Operating Activities	(393,895)	(849,911)	(4,137,060)
Cash Flows From Investing Activities
Purchases of property and equipment		(6,891)	(163,243)
Proceeds from sale of property and equipment			32,000
Acquisition of intangible assets			(3,676)
Net Cash Used in Investing Activities		(6,891)	(134,919)
Cash Flows From Financing Activities
Proceeds from notes payable	100,500	1,437,500	3,674,139
Repayments of notes payable	(50,000)	(93,032)	(535,222)
Advances from officer	22,000		48,000
Repayment of advances from officer	(22,000)		(48,000)
Proceeds from exercise of warrants			1,875
Repurchase of common stock			(32,000)
Sales of common stock and warrants for cash	275,000		1,166,300
Net Cash Provided by Financing Activities	325,500	1,344,468	4,275,092
Net (Decrease) Increase In Cash	(68,395)	487,666	3,113
Cash - Beginning	71,508	18,074
Cash - Ending	3,113	505,740	3,113
Cash paid during the period for:
Interest	114,779	29,621	317,776
Non-cash investing and financing activites:
Shares issued (issuable) as debt discount in connection with note payable		6,971
Purchase of property and equipment for note payable			291,055
Purchase of property and equipment for account payable			60,000
Accrued payable for treasury shares repurchased			7,000
Shares reissued to former President		12,577	12,577
Property and equipment returned in connection with settlement of note payable, net			226,043
Shares and warrants issued in exchange of notes payable	75,000		75,000
Shares issued as debt discount in connection with notes payable
Non-cash investing and financing activites:
Shares issued	23,173	203,806	721,341
Shares issued in connection with reverse recapitalization
Non-cash investing and financing activites:
Shares issued			362,000
Shares issued pursuant to reverse recapitalization and subsequently cancelled
Non-cash investing and financing activites:
Shares issued			$ 146,195

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Notes payable, debt discount	$ 106,079	$ 149,043
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, Authorized	1,000,000	1,000,000
Preferred stock, issued
Preferred stock, outstanding
Common stock, par value	$ 0.001	$ 0.001
Common stock, Authorized	1,500,000,000	1,500,000,000
Common stock, Issued	655,922,945	635,614,845
Common stock, Outstanding	627,991,911	607,683,811
Treasury stock, at cost, shares	27,931,034	27,931,034

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Document and Entity Information	3 Months Ended
	Mar. 31, 2012	May 09, 2012
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	true
AmendmentDescription	This amendment is being filed to correct the number of outstanding shares of the registrant as of May 9, 2012, as set forth on the cover page of the Form 10-Q, to exclude treasury shares from the calculation thereof.
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Trading Symbol	BRTX
Entity Registrant Name	BIORESTORATIVE THERAPIES, INC.
Entity Central Index Key	0001505497
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		655,491,911

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Condensed Consolidated Statements of Operations (USD $)	3 Months Ended		39 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
Revenues
Operating Expenses
Marketing and promotion	39,987	44,805	347,805
Payroll and benefits	504,418	543,431	2,645,456
Consulting expense	418,966	195,858	2,639,574
General and administrative	358,804	233,512	2,450,893
Research and development	2,050		25,670
Total Operating Expenses	1,324,225	1,017,606	8,109,398
Loss From Operations	(1,324,225)	(1,017,606)	(8,109,398)
Other Income (Expense)
Other income			11,457
Interest expense	(127,097)	(24,404)	(415,595)
Amortization of debt discount	(66,137)	(71,087)	(622,233)
Gain on settlement of note and payables, net	23,077		106,525
Total Other Expense	(170,157)	(95,491)	(919,846)
Net Loss	$ (1,494,382)	$ (1,113,097)	$ (9,029,244)
Net Loss Per Share - Basic and Diluted	$ 0.00	$ 0.00
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	600,151,354	547,894,007

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Notes Payable

3 Months Ended

Mar. 31, 2012

Notes Payable

Note 5 - Notes Payable

During the three months ended March 31, 2012, the Company issued an additional $100,500 of notes payable. In connection with the financings, 2,010,000 shares of common stock, with a relative fair value of $14,249, were issued to the lenders and were recorded as a debt discount. These notes are payable 3-6 months from the date of issuance and have a rate of interest of 10-15% per annum.

During the three months ended March 31, 2012, the maturity dates of certain notes payable with an aggregate principal balance of $560,000 were extended to May 2012 through August 2012 and the investors received an aggregate of 1,125,000 shares of common stock with a relative fair value of $8,924. All of the extended notes bear a 15% interest rate per annum payable monthly.

During the three months ended March 31, 2012, the Company repaid a note payable with a principal amount of $50,000.

During the three months ended March 31, 2012, the Company and three investors agreed to exchange three notes with an aggregate principal balance of $75,000 for an aggregate of 3,750,000 shares of common stock and five-year warrants to purchase an aggregate of 1,500,000 shares of common stock at an exercise price of $0.03 per share. The warrants had an aggregate grant date value of $11,460. The investors received piggyback registration rights related to the stock and the stock issuable pursuant to the warrants.

The Company recorded amortization of debt discount of $66,137 and $71,087 during the three months ended March 31, 2012 and 2011, respectively. Aggregate amortization of debt discount from December 30, 2008 (inception) to March 31, 2012 was $622,233.

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Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2012

Accrued Expenses and Other Current Liabilities

Note 4 - Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities are comprised of the following:

	March 31, 2012		December 31, 2011
	(unaudited)
Accrued loan interest	$	50,066	$	39,283
Credit card payable		8,988		17,026
Accrued payroll and severance		454,417		250,571
Other accrued expenses		52,912		89,200
Deferred rent		48,949		44,149
Total	$	615,332	$	440,229

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Subsequent Events

3 Months Ended

Mar. 31, 2012

Subsequent Events

Note 8 - Subsequent Events

Notes Payable

Subsequent to March 31, 2012, the Company issued an additional $1,500,000 note payable. A five-year warrant to purchase 20,000,000 shares of common stock at an exercise price of $0.03 per share, with a relative fair value of $138,667, was issued to the lender and was recorded as a debt discount. The note is payable 12 months from the date of issuance and has a rate of interest of 15% per annum.

Subsequent to March 31, 2012, the maturity dates of certain notes payable with an aggregate principal balance of $1,112,500 were extended to July 2012 through November 2012. All of the extended notes bear a 15% interest rate per annum payable monthly.

Subsequent to March 31, 2012, the Company and certain investors agreed to exchange notes with an aggregate principal balance of $250,000 for an aggregate of 12,500,000 shares of common stock and five-year warrants to purchase an aggregate of 5,000,000 shares of common stock at an exercise price of $0.03 per share. The warrants had an aggregate grant date value of $38,189. The investors received piggyback registration rights related to the stock and the stock issuable pursuant to the warrants.

Investor Relations Agreement

On April 3, 2012, the Company entered into a six-month agreement with a consultant to provide investor relations services whereby the consultant will be paid $15,000 per month. Unless the agreement is terminated 30 days prior to the end of the six-month period, the agreement will continue with the consultant being paid $10,000 per month, subject to a 60 day termination notice.

Additional Warrant

On April 9, 2012, the Company issued a warrant to a shareholder in lieu of reimbursing certain costs associated with a contemplated financing that did not occur. The immediately vested, five-year warrant entitles the shareholder to purchase 4,000,000 shares of common stock at an exercise price of $0.03 per share. The warrant had a grant date value of $30,400 which was recognized immediately.

Issuance of Common Stock

Subsequent to March 31, 2012, the Company issued an aggregate of 15,000,000 shares of common stock at a price of $0.025 per share to investors for aggregate gross proceeds of $375,000. In consideration of the purchase, the Company issued warrants for the purchase of an aggregate of 4,750,000 shares of common stock, which are exercisable over a period of five years at exercise prices ranging from $0.03 to $0.035 per share of common stock. The warrants had an aggregate grant date value of $36,202.

License Agreement Closing

On April 6, 2012, the RS Agreement became effective. Pursuant to the RS Agreement, the Company obtained, among other things, a worldwide, exclusive, royalty-bearing license from RS to utilize or sublicense a certain medical device for the administration of specific cells and/or cell products to the disc and/or spine (and other parts of the body) and a worldwide (excluding Asia and Argentina), exclusive, royalty-bearing license to utilize or sublicense a certain method for culturing cells for use in repairing damaged areas. The RS Agreement provides for the requirement by the Company to achieve certain milestones or pay certain minimum royalty amounts in order to maintain the exclusive nature of the licenses. The RS Agreement also provides for a royalty-bearing sublicense of the technology to RS for use for certain purposes. Further, the RS Agreement provides that RS will furnish certain training, assistance and consultation services with regard to the licensed technology. Pursuant to the RS Agreement, on the effective date, the Company paid to RS a net license fee of $990,000 and issued to RS a warrant for the purchase of 50,000,000 shares of common stock of the Company. The warrant was divided into three tranches. The exercise of the second and third tranches is subject to specified performance criteria. The exercise price for the initial tranche is $0.03 per share and the exercise price for the second and third tranches is the greater of $0.03 per share or the then fair market value of the common stock, as defined in the RS Agreement.

Business Advisory Services

On April 18, 2012, the previous agreement for business advisory services, dated February 17, 2011, was extended for nine months until December 31, 2012. Pursuant to the extension, the Company agreed to pay an additional $90,000 fee ($10,000 monthly), a $20,000 bonus ($10,000 on August 31, 2012 and $10,000 on December 31, 2012) and issue a five-year warrant to purchase 12,000,000 shares of common stock at an exercise price of $0.03 per share. The warrant vests on January 1, 2013 and has a grant date value of $91,200, which will be recognized proportionate to the vesting period.

Marketing Consulting Services

On April 18, 2012, the previous agreement for marketing consulting services, dated February 17, 2011, as amended on July 1, 2011, September 1, 2011 and January 1, 2012, was further amended. The Company agreed to pay a $20,000 bonus ($10,000 on August 31, 2012 and $10,000 on December 31, 2012, and issue a five-year warrant to purchase 15,000,000 shares of common stock at an exercise price of $0.03 per share. The warrant vests on January 1, 2013 and has a grant date value of $114,000, which will be recognized proportionate to the vesting period.

Lipo Rejuvenation Centers, Inc. Dissolved

On April 16, 2012, Lipo Rejuvenation Centers, Inc., an inactive entity, was dissolved.

Common Stock Award Vesting

On April 2, 2012, the CEO’s 35,000,000 share stock grant vested as a result of the Company raising in excess of $2,000,000 of financing since November 4, 2011. The Company has agreed to fund the CEO’s tax liability (approximately $115,000) in connection with such vesting. The tax liability is unpaid as of the date of this report.

On April 21, 2012, an aggregate of 5,000,000 shares of common stock related to the two non-employee directors’ stock grants vested.

Option Grants

On May 3, 2012, the Company granted ten-year options to two employees to purchase an aggregate of 7,550,000 shares of common stock at an exercise price of $0.028 per share, pursuant to the Plan. Options to purchase 1,550,000 shares vest 25,000 shares immediately, 525,000 shares on the first anniversary date, 500,000 shares on the second anniversary date and 500,000 shares on the third anniversary date. Options to purchase the remaining 6,000,000 shares vest subject to the satisfaction of certain performance conditions.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2012

Commitments and Contingencies

Note 6 - Commitments and Contingencies

Operating Lease

Rent expense amounted to approximately $27,000 and $22,000 for the three months ended March 31, 2012 and 2011, respectively. Rent expense for the period from December 30, 2008 (inception) to March 31, 2012 was approximately $159,000. Rent expense is reflected in general and administrative expenses in the condensed consolidated statements of operations.

Litigations, Claims and Assessments

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s condensed consolidated financial position or results of operations.

License Agreement

On January 27, 2012, the Company entered into a license agreement with Regenerative Sciences, LLC (“RS”) (as amended on March 21, 2012, the “RS Agreement”). See Note 8 – Subsequent Events – License Agreement Closing for additional details.

Consulting Agreements

Marketing Consulting Services

On January 1, 2012, the agreement for marketing consulting services was further extended to December 31, 2012, pursuant to which the Company will pay a cash fee of $10,000 per month and the Company granted an immediately vested, five-year warrant to purchase 2,000,000 shares of common stock at an exercise price of $0.02 per share. The grant date value of $12,800 was recognized immediately. See Note 8 – Subsequent Events – Marketing Consulting Services for details associated with the amended extension of the agreement for marketing consulting services.

Employment Agreements

Chief Executive Officer (the “CEO”)

On February 10, 2012, the Board approved (1) the extension of the CEO’s employment agreement for an additional two years (through October 2015) at the same compensation as the third year; (2) an option grant to the CEO, as described below; and (3) the payment of a $70,000 discretionary bonus to the CEO in connection with the signing of the RS Agreement. The employment agreement shall be extended for successive one year periods unless either party provides ninety days written notice to the other party. The discretionary bonus was paid on April 13, 2012. The Company granted a ten-year option to the CEO to purchase an aggregate of 50,000,000 shares of common stock at an exercise price of $0.021 per share. The option vests to the extent of one-third of the shares immediately, one-third on the first anniversary of the date of grant and one-third on the second anniversary of the date of grant. See Note 7 – Stockholders’ Deficiency – Stock Options – Employee Awards for additional details. See Note 8 – Subsequent Events – Common Stock Award Vesting for updates associated with the CEO’s compensation arrangement.

Former Chief Financial Officer (the “Former CFO”)

On January 4, 2012, the Company agreed to settle the remaining $46,154 due pursuant to the Former CFO’s termination agreement for $23,077 and the Company recorded a $23,077 gain on settlement of the payable.

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Stockholders' Deficiency

3 Months Ended

Mar. 31, 2012

Stockholders' Deficiency

Note 7 - Stockholders’ Deficiency

Shareholder Actions

On February 10, 2012, the shareholders of the Company approved (a) an increase in the authorized common stock to 1,500,000,000 shares from 800,000,000 shares; and (b) giving the Board the discretion to effect a reverse stock split of the Company’s common stock by a ratio of not less than 1-for-10 and not more than 1-for-150. The Board has not yet approved a reverse stock split.

Common Stock Issuances

During the three months ended March 31, 2012, the Company issued an aggregate of 11,000,000 shares of common stock at a price of $0.025 per share to investors for aggregate gross proceeds of $275,000. In connection with the purchases, the Company issued warrants for the purchase of an aggregate of 2,750,000 shares of common stock, which are exercisable over a period of five years at an exercise price of $0.03 per share of common stock. The warrants had an aggregate grant date value of $21,000.

See Note 5, Notes Payable for details associated with common stock issued in conjunction with the issuance, extension and exchange of notes payable.

Stock Warrants

In applying the Black-Scholes option pricing model to warrants granted, the Company used the following weighted average assumptions:

	For The Three Months Ended
	March 31, 2012
Risk free interest rate		0.71	%
Expected term (years)		5.00
Expected volatility		182.00	%
Expected dividends		0.00	%

The weighted average estimated fair value of the warrants granted during the three months ended March 31, 2012 was approximately $0.01 per share. There were no warrants granted during the three months ended March 31, 2011.

A summary of the status of the warrants issued during the three months ended March 31, 2012 is presented below:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Life		Intrinsic
	Warrants		Price		In Years		Value
Outstanding, December 31, 2011		4,000,000	$	0.020		3.7	$	-
Granted		6,500,000		0.027
Exercised		-		-
Forfeited		-		-
Outstanding, March 31, 2012		10,500,000	$	0.024		4.3	$	-
Exercisable, March 31, 2012		10,500,000	$	0.024		4.3	$	-

The following table presents information related to stock warrants at March 31, 2012:

Warrants Outstanding				Warrants Exercisable
				Weighted
				Average		Exercisable
Exercise		Number of		Remaining Life		Number of
Price		Warrants		In Years		Warrants
$	0.01		2,000,000		2.3		2,000,000
	0.02		2,000,000		4.8		2,000,000
	0.03		6,500,000		4.8		6,500,000
			10,500,000		4.3		10,500,000

See Note 6, Commitments and Contingencies - Consulting Agreements for details associated with the issuance of warrants as compensation to consultants.

Stock Options

The Company has computed the fair value of options granted using the Black-Scholes option pricing model.  Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate will be adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate, when it is material. The expected term of options granted represents the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. Since the Company’s stock has not been publicly traded for a long period of time, the Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of these options, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the options.

In applying the Black-Scholes option pricing model to stock options granted, the Company used the following weighted average assumptions:

	For The Three Months Ended
	March 31, 2012
Risk free interest rate		0.91	%
Expected term (years)		5.36
Expected volatility		182.00	%
Expected dividends		0.00	%

No stock options were granted during the three months ended March 31, 2011. The weighted average estimated fair value of the stock options granted during the three months ended March 31, 2012 was approximately $0.008 per share.

Employee Awards

On February 10, 2012, the Company granted ten-year options to employees to purchase an aggregate of 54,000,000 shares of common stock at an exercise price of $0.021 per share, pursuant to the 2010 Equity Participation Plan (the “Plan”). The options vest as follows: (i) an option granted to the CEO to purchase 50,000,000 shares of common stock vests to the extent of one-third of the shares immediately, one-third on the first anniversary of the date of grant and one-third on the second anniversary of the date of grant; and (ii) options to purchase an aggregate of 4,000,000 shares of common stock vest to the extent of one-half of the shares immediately and one-half on the first anniversary of the date of grant. The aggregate grant date value of $421,200 will be recognized proportionate to the vesting period.

The Company recorded stock–based compensation expense of $170,074 and $0 during the three months ended March 31, 2012 and 2011, respectively, and $634,324 during the period from December 30, 2008 (inception) to March 31, 2012, related to employee stock option grants, which is reflected as payroll and benefits expense in the condensed consolidated statement of operations. As of March 31, 2012, there was $265,188 of unrecognized employee stock-based compensation expense related to stock option grants that will be amortized over a weighted average period of 1.8 years.

Director Awards

On February 10, 2012, the Company granted ten-year options to directors to purchase an aggregate of 60,000,000 shares of common stock at an exercise price of $0.021 per share, pursuant to the Plan. The options vest to the extent of one-half of the shares immediately and one-half on the first anniversary of the date of grant. The aggregate grant date value of $468,000 will be recognized proportionate to the vesting period.

The Company recorded stock–based compensation expense of $266,500 and $0 during the three months ended March 31, 2012 and 2011, respectively, and $424,903 during the period from December 30, 2008 (inception) to March 31, 2012, related to director stock option grants. As of March 31, 2012, there was $201,500 of unrecognized employee stock-based compensation expense related to stock option grants that will be amortized over a weighted average period of 0.9 years.

Consultant Awards

The Company recorded stock–based compensation expense of $2,027 and $0 during the three months ended March 31, 2012 and 2011, respectively, and $13,993 during the period from December 30, 2008 (inception) to March 31, 2012, related to consultant and advisory board stock option grants, which is reflected as consulting expenses in the condensed consolidated statement of operations. As of March 31, 2012, there was $5,678 of unrecognized consultant and advisory board stock-based compensation expense related to stock option grants that will be amortized over a weighted average period of 1.2 years.

Option Award Summary

A summary of the status of the options issued during the three months ended March 31, 2012 is presented below:

					Weighted
			Weighted		Average
			Average		Remaining
	Number of		Exercise		Life		Intrinsic
	Options		Price		In Years		Value
Outstanding, December 31, 2011		26,150,000	$	0.012		8.6	$	-
Granted		114,000,000		0.021
Exercised		-		-
Forfeited		-		-
Outstanding, March 31, 2012		140,150,000	$	0.019		9.6	$	-
Exercisable, March 31, 2012		71,283,666	$	0.018		9.5	$	-

The following table presents information related to stock options at March 31, 2012:

Options Outstanding				Options Exercisable
				Weighted
				Average		Exercisable
Exercise		Number of		Remaining Life		Number of
Price		Options		In Years		Options
$	0.010		22,000,000		8.7		20,000,000
	0.020		1,500,000		9.5		1,300,000
	0.021		114,000,000		9.9		48,666,666
	0.024		500,000		4.2		500,000
	0.025		2,150,000		5.1		817,000
			140,150,000		9.5		71,283,666

Common Stock Awards

Employee Awards

The Company recorded stock-based compensation expense of $0 and $123,900 during the three months ended March 31, 2012 and 2011, respectively, and $123,900 during the period from December 30, 2008 (inception) to March 31, 2012, related to employee stock grants, which is reflected as payroll and benefits expense in the condensed consolidated statement of operations. As of March 31, 2012, there was no unrecognized employee stock-based compensation expense related to employee stock grants.

Director Awards

The Company recorded stock–based compensation expense of $10,325 and $0 during the three months ended March 31, 2012 and 2011, respectively, and $245,015 during the period from December 30, 2008 (inception) to March 31, 2012, related to director stock grants, which is reflected as consulting expenses in the condensed consolidated statement of operations. As of March 31, 2012, there was no unrecognized director stock-based compensation expense related to stock grants.

Consultant Awards

During the three months ended March 31, 2012, the Company issued 2,423,100 shares of common stock valued at $20,015 in connection a business advisory services agreement.

The Company recorded stock–based compensation expense of $20,015 and $85,659 during the three months ended March 31, 2012 and 2011, respectively, and $1,418,995 during the period from December 30, 2008 (inception) to March 31, 2012, related to consultant stock grants, which is reflected as consulting expenses in the condensed consolidated statement of operations. As of March 31, 2012, there was no unrecognized consultant stock-based compensation expense.

Stock Award Summary

A summary of common stock award activity for the three months ended March 31, 2012 is presented below:

				Weighted
				Average		Total
	Number of			Grant Date		Grant Date
	Shares			Fair Value		Fair Value
Non-vested, December 31, 2011		40,000,000		$	0.00826	$	330,400
Granted		2,423,100			0.00826		20,015
Vested		(2,423,100	)		0.00826		(20,015	)
Forfeited		-			-		-
Non-vested, March 31, 2012		40,000,000		$	0.00826	$	330,400

See Note 8 – Subsequent Events – Common Stock Award Vesting for details associated with the vesting of these unvested stock awards.

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Condensed Consolidated Statement of Changes in Stockholders' Deficiency (USD $)	3 Months Ended							3 Months Ended
	Mar. 31, 2012	Mar. 31, 2012 Shares issued for consulting services Issuance during period 1st	Mar. 31, 2012 Shares issued as debt discount in connection with notes payable	Mar. 31, 2012 Common Stock and Warrants Cash	Mar. 31, 2012 Common Stock and Warrants Notes Payable	Mar. 31, 2012 Common Stock	Dec. 31, 2011 Common Stock	Mar. 31, 2012 Common Stock Shares issued for consulting services Issuance during period 1st	Mar. 31, 2012 Common Stock Shares issued as debt discount in connection with notes payable	Mar. 31, 2012 Common Stock Common Stock and Warrants Cash	Mar. 31, 2012 Common Stock Common Stock and Warrants Notes Payable	Mar. 31, 2012 Additional Paid-In Capital	Mar. 31, 2012 Additional Paid-In Capital Shares issued for consulting services Issuance during period 1st	Mar. 31, 2012 Additional Paid-In Capital Shares issued as debt discount in connection with notes payable	Mar. 31, 2012 Additional Paid-In Capital Common Stock and Warrants Cash	Mar. 31, 2012 Additional Paid-In Capital Common Stock and Warrants Notes Payable	Mar. 31, 2012 Deficit Accumulated During Development Stage	Mar. 31, 2012 Treasury Stock	Dec. 31, 2011 Treasury Stock
Beginning Balance (in shares)						655,922,945	635,614,845											(27,931,034)	(27,931,034)
Beginning Balance	$ (3,686,397)					$ 655,923	$ 635,615					$ 3,234,486					$ (7,524,498)	$ (32,000)	$ (32,000)
Shares issued (in shares)								2,423,100	3,135,000	11,000,000	3,750,000
Shares issued		20,015	23,173	275,000	75,000			2,423	3,135	11,000	3,750		17,592	20,038	264,000	71,250
Stock-based compensation	461,726											461,726
Net loss	(1,494,382)																(1,494,382)
Ending Balance (in shares)						655,922,945	635,614,845											(27,931,034)	(27,931,034)
Ending Balance	$ (4,325,865)					$ 655,923	$ 635,615					$ 4,069,092					$ (9,018,880)	$ (32,000)	$ (32,000)

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2012

Summary of Significant Accounting Policies

Note 3 - Summary of Significant Accounting Policies

Principles of Consolidation

The unaudited condensed consolidated financial statements of the Company include the accounts of Stem Cell Cayman Ltd. (“Cayman”), Stem Pearls, LLC and Lipo Rejuvenation Centers, Inc. (an inactive entity; see Note 8 – Subsequent Events – Lipo Rejuvenation Centers, Inc. Dissolved). All significant intercompany transactions have been eliminated in the consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods. Actual results could differ from these estimates. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, debt discount and the valuation allowance related to the Company’s deferred tax assets.

Concentrations of Credit Risk

The Company maintains deposits in a financial institution which is insured by the Federal Deposit Insurance Corporation (“FDIC”). At various times, the Company has deposits in this financial institution in excess of the amount insured by the FDIC. As of March 31, 2012, the Company had $317 deposited with an offshore financial institution which is not insured by the FDIC.

Net Loss Per Common Share

Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, resulting from the exercise of outstanding stock options and warrants.

The Company’s weighted average number of common shares as of March 31, 2012 includes issued and outstanding common shares and the underlying shares issuable upon the exercise of the 20,000,000 and 2,000,000 exercisable options and warrants, respectively, with an exercise price of $0.01 or less. The Company’s weighted average number of common shares as of March 31, 2011 includes issued and outstanding common shares and the underlying shares issuable upon the exercise of the 72,000,000 and 2,000,000 exercisable options and warrants, respectively, with an exercise price of $0.01 or less. See Note 7, Stockholders’ Deficiency. In accordance with ASC 260 – Earnings Per Share (“ASC 260”), the Company has given effect to the issuance of these options and warrants in computing basic and diluted net loss per share.

The Company’s issued and outstanding common shares as of March 31, 2012 include 40,000,000 shares of stock awards that are non-vested. In accordance with ASC 260, the Company has not given effect to the issuance of these shares in computing basic net loss per share.

Potentially dilutive securities realizable from the vesting of 40,000,000 shares of restricted stock and the exercise of options and warrants for the purchase of 120,150,000 and 8,500,000 shares, respectively, as of March 31, 2012 were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. There were no potentially dilutive securities as of March 31, 2011.

Stock-Based Compensation

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Since the shares underlying the Company’s 2010 Equity Participation Plan (the “Plan”) are not currently registered, the fair value of the Company’s restricted equity instruments was estimated by management based on observations of the cash sales prices of both restricted shares and freely tradable shares.

Stock-based compensation for non-employees and directors is reflected in consulting expenses in the condensed consolidated statements of operations. Stock-based compensation for employees is reflected in payroll and benefits in the condensed consolidated statements of operations.

Reclassifications

Certain prior period amounts have been reclassified for comparative purposes to conform to the fiscal 2012 presentation. These reclassifications have no impact on previously reported earnings.

Subsequent Events

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed in Note 8.