UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDED FORM 10-QSB

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED

MARCH 31, 2001

Commission file number 000-26557

Stemcell Global Research, Inc.

a Nevada corporation

9978 Washington Street

Camp Dennison, Ohio 45111

(513) 831-8077

IRS Tax ID #: 88-0407473

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PART I: FINANCIAL INFORMATION

Item 1. Financial Statements:

STEMCELL GLOBAL RESEARCH, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

MARCH 31, 2001

<PAGE>

TABLE OF CONTENTS

PAGE

INDEPENDENT AUDITORS' REPORT.............1

BALANCE SHEET - ASSETS.............................2

BALANCE SHEET-LIABILITIES AND

SHAREHOLDER'S EQUITY...3

STATEMENT OF OPERATIONS.......................4

STATEMENT OF CASH FLOWS.......................5

NOTES TO FINANCIAL STATEMENTS..........6

<PAGE>

JEROME J. DONNELLON

CERTIFIED PUBLIC ACCOUNTANT

85 Twin Lakes Drive

Fairfield, Ohio 45014

(513) 874-3055

INDEPENDENT AUDITORS REPORT

--------------------------------------------------

May 9, 2001

Board of Trustees

Stemcell Global Research, Inc. (The Company)

Las Vegas, Nevada 89102

I have reviewed the Balance Sheet of Stemcell Global Research, Inc. as of March 31, 2001, and related statements of
income, retained earnings, and cash flows in accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public Accountants. All information included in these financial
statements is the representation of the management of Stemcell Global Research, Inc.

A review consists principally of inquiries of company personnel and Analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a whole. Accordingly, I do not express such an
opinion.

Based on my review, I am not aware of any material modifications that should be made to the accompanying financial
statements in order for them to be in conformity with generally accepted accounting principals. My responsibility is to
express an opinion on these financial statements based on my audit.

/s/ JEROME J. DONNELLON

Jerome J. Donnellon

Ohio Licencse ID#4L-3-3114

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Stemcell Global Research, Inc.

(A Development Stage Company)

Balance Sheet

As Of

March 31, 2001

ASSETS

<TABLE>

<CAPTION>

|                             | March 31, 2001 | March 31, 2000
|---------------------------- | -------------- | --------------
|ASSETS                       |                |               
|CURRENT ASSETS               |                |               
|Cash                         | 20,115.00      | 18,458.00     
|Money Market Account         | 6,002.00       | 60,456.00     
|Total Current Assets         | 26,117.00      | 78,914.00     
|PROPERTY AND EQUIPMENT       |                |               
|Property and Equipment       | 0              | 0             
|Total Property and Equipment | 0              | 0             
|OTHER ASSETS                 |                |               
|Loans Receivable             | 880,000.00     | 0             
|Interest Receivable          | 44,670.00      | 0             
|Total Other Assets           | 924,670.00     | 0             
|TOTAL ASSETS                 | 950,787.00     | 78,914.00     

</TABLE>

See Accompanying Notes to Financial Statements

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STEMCELL GLOBAL RESEARCH, INC.

(A Development Stage Company

Balance Sheet

As Of

March 31, 2001

Liabilities and Equity

<TABLE>

<CAPTION>

|                                              | March 31, 2001 | March 31, 2000
|--------------------------------------------- | -------------- | --------------
|CURRENT LIABILITIES                           |                |               
|Accounts Payable                              | 0              | 0             
|Total Current Liabilities                     | 0              | 0             
|OTHER LIABILITIES                             |                |               
|Convertible Notes Payable                     | 1,204,728.00   | 163,000.00    
|Accrued Interest Payable                      | 123,810.00     | 5,848.00      
|Total Other Liabilities                       | 1,328,538.00   | 168,848.00    
|Total Liabilities                             | 1,328,538.00   | 168,848.00    
|EQUITY                                        |                |               
|Common Stock, $0.001 par value, authorized    |                |               
|20,000,000 shares; issued and outstanding at  |                |               
|June 30, 2000 common shares:                  | 1,924.00       | 1,924.00      
|Additional Paid in Capital                    | 143,839.00     | 143,839.00    
|Retained Earnings (Deficit accumulated during |                |               
|Development stage)                            | (619,064.00)   | (235,697.00)  
|Total Stockholders' Equity                    | (473,301.00)   | (89,934.00)   
|TOTAL LIABILITIES AND OWNER'S EQUITY          | 835,237.00     | 78,914.00     

</TABLE>

See Accompanying Notes to Financial Statements

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Stemcell Global Research, Inc.

(A Development Company)

STATEMENT OF OPERATIONS

FOR PERIOD

March 31, 2001 (unaudited) and

March 31, 2000 (unaudited)

<TABLE>

<CAPTION>

|                                    | March 31, 2001 | March 31, 2000
|----------------------------------- | -------------- | --------------
|                                    | (unaudited)    | (unaudited)   
|REVENUE                             |                |               
|Revenues                            | 0              | 0             
|Interest Income                     | 26,531.00      | 45.00         
|Total Revenue                       | 26,531.00      | 45.00         
|COSTS AND EXPENSES                  |                |               
|Selling, General and Administrative | 56,692.00      | 25,670.00     
|Total Costs and Expenses            | 56,692.00      | 25,670.00     
|Net income or Loss before taxes     | (30,161.00)    | (25,625.00)   
|Income Tax Expense                  | 0              | 0             
|Net Ordinary Income or Loss         | (30,161.00)    | (25,625.00)   
|Weighted Average                    |                |               
|Number of common shares outstanding | 1,840,361      | 1,890,361     
|Basic Net Loss Per Share            | (0.016)        | (0.01)        

</TABLE>

See Accompanying Notes to Financial Statements

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Stemcell Global Research, Inc.

(A Development Stage Company)

STATEMENT OF CASH FLOWS

FOR PERIOD ENDING

SEPTEMBER 30, 2000

<TABLE>

<CAPTION>

|                                            | March 31, 2001 | March 31, 2000
|------------------------------------------- | -------------- | --------------
|CASH FLOWS FROM OPERATING ACTIVITIES        |                |               
|Net (Loss) from Operations                  | (30,161.00)    | (25,625.00)   
|Adjustments to reconcile net income         |                |               
|to net cash provided                        |                |               
|Increase in Interest Receivable             | (24,600.00)    |               
|Increase in interest payable                | 36,804.00      | 3,390.00      
|Net Cash provided by Operating Activities   | (19,757.00)    | (22,235.00)   
|CASH FLOWS FROM INVESTING ACTIVITIES        |                |               
|Net cash used by investing activities       | 0              | 0             
|CASH FLOWS FROM FINANCING ACTIVITIES        |                |               
|Issuance of Capital Stock                   | 0              | 0             
|Cash Received from convertible note payable | 0              | 78,000.00     
|Increase Convertible Notes                  | 5,000.00       | 0             
|Net cash provided by financing activities   | (14,757.00)    | 78,000.00     
|Balance at beginning of period              | 40,875.00      | 23,149.00     
|Net increase (decrease) in cash             | (14,757.00)    | 55,765.00     
|Balance at the end of period                | 26,118.00      | 78,914.00     

</TABLE>

See Accompanying Notes to Financial Statements

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<PAGE>

Stemcell Global Research, Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Stemcell Global Research, Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

**NOTE 1 - History and Organization of the Company**

The Company was organized January 20, 1999, (Date of Inception) under the laws of the State of Nevada, as Stemcell
Global Research, Inc. (The Company) and has no operations and in accordance with SPAS #7, the Company is considered
a development stage company. The Company has 20,000,000 shares of $0.001 par value stock authorized.

On January 21, 1999, the Company issued 1,651,125 shares of its $0.001 par value common stock for cash of $1,651.13
and cancellation of a $7,500.00 loan from a founding shareholder for corporate consulting costs.

On March 9, 1999, the Company completed a public offering that was exempt from Federal registration pursuant to
Regulation D, Rule 504 of the Securities Act of 1933 as amended, and exempt from state registration pursuant to various
state securities transaction exemptions. The Company sold 273, 225 shares of common stock at a price at $0.050 per share
for a total amount raised of $136,612.50. The Company received cash in the amount of $93,535.00, a note receivable in
the amount of $5,000.00 and exchange for service rendered in the amount of $38,062.50.

Other than the convertible notes (see Note 7) there have been no other Issuances of equity or Common Stock.

**NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES**

Accounting policies and procedures have not been determined except as follows:

1. The Company uses the accrual method of accounting.

2. The cost of organization was expensed when incurred.

3. Basic earnings per share are computed using the weighted average number of shares of common stock outstanding.
Diluted earnings per share were not included as the inclusion of convertible notes would be anti-dilutive and all
contingencies for conversion have not occurred.

4. The Company had not yet adopted any policy regarding payment of dividends. No dividends have been paid since
inception.

5. The cost of equipment is depreciated over the estimated useful life of the equipment utilizing the straight line method of
depreciation. There was no depreciation during this operating period. There was no equipment purchased through March
31, 2001.

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6. The Company experienced losses for its operating periods January 20, 1999 (date of inception) to December 31, 2000.
In February 1992, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." Statement No. 109 requires a change from the deferred method of accounting for income
taxes of APB Opinion 11 to the asset and liability method of accounting for income taxes. Under the asset and liability
method of Statement No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable
to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or
settled. Under Statement No. 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

7. The Company has adopted December 31st as its fiscal year end.

8. The Company records its inventory at cost. There was no inventory through March 31, 2001

9. The preparation of financial statements in conformity with generally accepted accounting principals requires that
management make estimates and assumptions which affect the reported amounts of assets and liabilities as at the date of
the financial statements and revenues and expenses for the period reported. Actual results may differ from these estimates.

10. The Company's Statement of Cash Flows is reported utilizing cash (currency on hand and demand deposits) and cash
equivalents (short-term, highly liquid investments). The Company's Statement of Cash Flows is reported utilizing the
indirect method of reporting cash flows.

Schedule of noncash financing activities:

<TABLE>

|                                                | 1999      
|----------------------------------------------- | ----------
|Loan cancelled in exchange for stock.           | $7,500.00 
|Services received in exchange for Common Stock. | $45,562.00
|Note receivable for Common Stock.               | $5,000.00 
|                                                | $58,062.00

</TABLE>

11. The Company will review its long-lived assets and certain identifiable intangible assets for impairment at the end of
each operating period reported. The Company will report these assets at recoverable costs.

**NOTE 3 - LOAN RECEIVABLE SUN SPOTS, INC.**

During the current period the Company advanced funds in the amount of $880,000 to Sun Spots, Inc. The loans are
collateralized by promissory notes in the amounts of $730,000 and $150,000, which accrue interest at the rate of 12% per
annum. The notes provide for a right to receive Sun Spots, Inc. common stock and assign an interest in an Option
Agreement with Indigo Technolgoies, Inc., an Alberta corporation.

**NOTE 4 GOING CONCERN**

The Company's financial statements are prepared using generally accepted accounting principals applicable to a going
concern, which contemplated the

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realization of assets and liquidation of liabilities in the normal course of business. However, the Company has not
generated any revenues from its planned principal operations through March 31, 2001. Without realization of additional
capital it would be unlikely for the Company to continue as a going concern. It is management's plan to secure additional
capital through loans and or private placements.

**NOTE 5- RELATED PARTY TRANSACTIONS**

A director without charge provided office services. Such costs are immaterial to the financial statements and accordingly,
have not been reflected therein. The officers and directors of the Company are involved in other business activities and
may, in the future, become involved in other business opportunities. If a specific conflict in selecting the Company and
their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

**NOTE 6 WARRANTS AND OPTIONS**

There are no warrants or options outstanding to acquire any additional shares of common stock.

**NOTE 7- LONG TERM COMMITMENTS**

The Company neither owns nor leases any real or personal property.

**NOTE 8- CONVERTIBLE NOTES PAYABLE**

The Company has issued $1,183,228.00 in convertible notes payable at 12% per annum. The notes have a one year term.
These notes are convertible at the Holder's option at the prices ranging from $.20 to $1.20 per share. The notes are not with
a related parties. The amounts and conversion rates are as follows:

<TABLE>

|ISSUE                                | AMOUNT     | NO. OF SHARES
|------------------------------------ | ---------- | -------------
|$ .20 Convertible Notes              | $ 230,750  | 1,153,750    
|$ .50 Convertible Notes              | $ 335,000  | 670,000      
|$ .50 Convertible Notes (Atlantique) | $ 133,000  | 266,000      
|$ .60 Convertible Notes              | $ 36,600   | 61,000       
|$ .75 Convertible Notes              | $ 75,000   | 100,000      
|$1.20 Convertible Notes              | $ 372,878  | 310,732      
|TOTALS:                              | $1,183,228 | 2,561,482    

</TABLE>

Interest has been accrued on each of the Notes from its date of issue. The interest accrued for 1999 and 2000 is $2,458 and
$67,749 respectively.

<PAGE>

JEROME J. DONNELLON

CERTIFIED PUBLIC ACCOUNTANT

85 Twin Lakes Drive

Fairfield, Ohio 45014

May 9, 2001

TO WHOM IT MAY CONCERN:

The firm of Jerome J. Donnellon, Certified Public Accountant,

consents to the inclusion of my report of March 31, 2001 on the

Financial Statements of Stemcell Global Research, Inc., in any filing

that are necessary now or in the near future to be filed with the U.S.

Securities and Exchange Commission.

Cordially,

/s/ JEROME J. DONNELLON

Jerome J. Donnellon

Ohio Licencse ID#4L-3-3114

Item 2. Management's Discussion and Analysis:

The information required by this Item is included in Item 1 above.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this

report to be signed on its behalf by the undersigned, thereunto duly authorized.

STEMCELL GLOBAL RESEARCH, INC.

(Registrant)

Date: May 14, 2001

By:

--------------------------------

David Leytze

Director, Vice President and duly authorized officer.