SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C. 20549





Form
10-K





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





For the
fiscal year ended: February 28, 2010







EQUINOX INTERNATIONAL, INC.(Exact
      name of registrant as specified in its charter)Nevada
            
            333-158560
            
            66-0349372(State
      of other jurisdiction of
              incorporation
      or organization)
            
            (Commission
      File Number)
            
            (IRS
      Employer Identification No.)





3300
South Decatur, #10542


Las
Vegas NV 89102


(Address
of principal executive offices)




Registrant’s
telephone number:    (267) 295-7814




(Former
Name, Former Address, and Former Fiscal Year, if Changed Since Last
Report)





(Mark
One)


þ
            Annual
      report pursuant to Section 13 or 15(d) of the securities exchange act of
      1934 for the fiscal year ended February 28,
  2010.




o
            Transition
      report under Section 13 or 15(d) of the securities exchange act of
      1934






Securities
registered under Section 12(b) of the Exchange Act:





Securities
registered under Section 12(g) of the Exchange Act:  Common Stock Par
Value $.001





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.  þYes  oNo





Check if
there is no disclosure of delinquent filers in response to Item 405 or
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K þ





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.




Large
      Accelerated Filer
            o
            Accelerated
      Filer
            oNon-Accelerated
      Filer
            o
            Smaller Reporting
      Company
            þ




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


State
issuer’s revenues for its most recent fiscal
year:    $499





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average bid and asked price of such
common equity, as of April 29, 2010: $18,699,200





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: As of April 29, 2010, there were
4,640,000common
shares issued and outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





The Registrant incorporates by
reference, in Parts I, II and III of this annual report, the current report on
Form 8-K filed with the Securities and Exchange Commission on March 1,
2010.













CAUTIONARY
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION





Certain
statements in this annual report on Form 10-K contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to consummate a merger or
business combination, economic, political and market conditions and
fluctuations, government and industry regulation, interest rate risk, U.S. and
global competition, and other factors. Most of these factors are difficult to
predict accurately and are generally beyond our control. You should consider the
areas of risk described in connection with any forward-looking statements that
may be made herein. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
report.  Readers should carefully review this annual report in its
entirety, including but not limited to our financial statements and the notes
thereto.  Except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events. For any
forward-looking statements contained in any document, we claim the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.




i





PART
I





ITEM
1. DESCRIPTION OF
BUSINESS





Business
Development





Our
Company was incorporated as Equinox International, Inc. on November 5, 2008, in
the state of Nevada, and has a class of shares registered with the Securities
and Exchange Commission on Form S-1 as SEC File No. 333-158560, filed on April
14, 2009. Since inception, the Company has been in the development stage as
defined under Statement on Financial Accounting Standards No. 7, Development
Stage Enterprises (“SFAS No.7”) with a plan to commence operations in oil &
gas exploration and production industry in North America.





As
described in the current report on Form 8-K filed with the Securities and
Exchange Commission on March 1, 2010, and pursuant to the approval of the
Registrant’s board of directors and a majority of its stockholders, the
Registrant has entered into an asset purchase agreement (a true and complete
copy of which is included in the Form 8-K current report described above) with
Biostem US L.L.C. (“Biostem”) pursuant to which the Registrant will purchase and
acquire from Biostem exclusive rights in and to certain proprietary human stem
cell biotechnology and, in turn, will be required to (1) amend its articles of
incorporation to change its name to “Biostem U.S. Corporation” and increase its
authorized capital stock from 75 million common shares, par value $.001, to 200
million common shares, par value $.001, and (2) issue to Biostem (or, at the
option of Biostem, to the members of Biostem, ratably) 20,400,000 newly issued
common shares of the Registrant, which would result in a change in control of
the Registrant.  It is anticipated that the above actions will take
place at the close of business on May 5, 2010, after which time the CUSIP number
and stock symbol for the Registrant’s issued and outstanding common shares will
change.  As a result of such transaction, the Registrant will likely
discontinue its oil and gas operations and pursue the commercial exploitation of
the acquired technology.





Business
of Issuer (All amounts except share data are U.S. Dollars)





Since
inception, we have been engaged in the acquisition of interests and leases of
developing and producing oil and natural gas wells, with a goal of earning
revenue from our non-operating interests in producing oil and gas wells and to
acquire additional interests in producing and development stage oil and gas
exploration wells with exploration potential. We have only recently begun our
current operations, have had revenues of only $499 and have experienced an
operational loss of $19,196 from November 5, 2008 (date of inception) to
February 28, 2010.  We have acquired an interest in two wells in the
Bigoray Area of Alberta, Canada. Our current business plan has required capital
that we have not yet been able to obtain.





Development
of Business





On
February 2, 2009, we purchased, for $10,000, a 0.8974% non-operating interest in
two West Central Alberta A & B wells, which are located in Bigoray, Alberta,
Canada. Our interest gives us the right to receive 0.8974% of the profits from
YourOilRig.com’s 42% working interest in these wells, but it does not give us
the right to operate the wells. C.U. YourOilRig.com Corp. of Edmonton, Alberta
operates the wells and is obligated to pay us our 0.8974% interest out of their
profits. During the year ending February 28, 2010 the Company reduced the value
of this asset to zero.





Producing
Operations Summary - West Central Alberta A & B





These two
wells are capped re-completion wells in an area with proven production. The
wells were projected to produce approximately 570,000 cubic feet of natural gas
per day or approximately 100 barrels of oil equivalent per day. Because these
wells are already drilled, they are supported by well logs, seismic test
reports, and subsurface mapping. There are multiple producing formations under
this area including Viking, Glauconite, Detrital, and Pekisko. Well A was hooked
up and tied into the pipeline this March and exceeded expectations. Well B was
uncapped and swabbed in July 2009.   The tests came back two
times as high as originally projected.





The
following table describes our interest in the West Central Alberta A & B
Wells in Bigoray Area of Alberta, Canada:




Title
      Documents
            Farmout
      Lands and Rights
              (including
      related well)
            Expiry
      Date
            Nature
      of Interest
            Encumbrances506010868
            Twp
      52 Rge 10 W5M: 1
            25-Jan-11
            0.8974%
      of
            Crown
      RoyaltyAll
      Natural Gaz in Mannville
            
            YourOilRig.com’s
      42% interest100/11-01-052-10W5/00596010400
            Twp
      52 Rge 10 W5M: 12
            Indefinite
            0.8974%
      of
            Crown
      RoyaltyAll
      Natural Gaz in Mannville
            
            YourOilRig.com’s
      42% interest




1




Targeted
Oil and Gas Interests





Our
search for oil and gas leases or interests in leases has been directed towards
small and medium-sized oil and natural gas production companies and properties,
particularly low risk interests. However, subsequent to acquiring the two
interests described above, we have been unable to locate, finance or acquire any
additional non-operating interests in producing or development stage oil and gas
properties with exploration potential.





Markets





We remain
in the development stage. We have not generated any significant revenues yet, as
we have had no oil and gas production. We only have a non-operating working
interest in two West Central Alberta A & B wells, which are located in
Bigoray, Alberta, Canada. The availability of a ready market and the prices
obtained for oil and gas produced depends on many factors, including the extent
of domestic production and imports of oil and gas, the proximity and capacity of
natural gas pipelines and other transportation facilities, fluctuating demand
for oil and gas, the marketing of competitive fuels, and the effects of
governmental regulation of oil and gas production and sales. A ready market
exists for domestic oil and gas through existing pipelines and transportation of
liquid products. Whether there exists an international market depends upon the
existence of international delivery systems, political and pricing
factors.





Competition





We are a
new development stage oil and gas company and have a weak competitive position
in the industry. We compete with other oil and gas companies for financing and
for the acquisition of new oil and gas interests and properties. Many of the oil
and gas companies with whom we compete have greater financial and technical
resources than those available to us. Accordingly, these competitors may be able
to spend greater amounts on acquisitions of oil and gas interests or properties
of merit, on exploration of their oil and gas properties, or on development of
their oil and gas properties. In addition, they may be able to afford more
geological expertise in the targeting and exploration of oil and gas properties.
This competition could result in competitors having oil and gas properties of
greater quality and interest to prospective investors who may finance additional
exploration and development. This competition could adversely impact our ability
to achieve the financing necessary for us to conduct further exploration of our
oil and gas properties.





We will
also compete with other junior oil and gas companies for financing from a
limited number of investors that are prepared to make investments in junior oil
and gas companies. The presence of competing junior oil and gas companies may
impact our ability to raise additional capital in order to fund our acquisition
or exploration programs if investors are of the view that investments in
competitors are more attractive based on the merit of the oil and gas properties
under investigation and the price of the investment offered to
investors.





Competitive
conditions may be substantially affected by various forms of energy legislation
and/or regulation considered from time to time by the government of the United
States and other countries, as well as factors that we cannot control, including
international political conditions, overall levels of supply and demand for oil
and gas, and the markets for synthetic fuels and alternative energy
sources.





2




Compliance with Government
Regulation





Our
current operations are subject to various laws and regulations in US and Canada
governing the protection of the environment, conservation, prospecting,
development, energy production, taxes, labor standards, occupational health,
work safety, toxic substances, chemical products and materials, waste
management, and other matters relating to the oil and gas
industry.  Permits, registrations or other authorizations are required
for the operation of oil and gas exploration and production activities. These
permits, registrations or authorizations are subject to revocation, modification
and renewal. Governmental authorities have the power to enforce compliance with
these regulatory requirements, the provisions of required permits, registrations
or other authorizations, and lease conditions, and violators are subject to
civil and criminal penalties, including fines, injunctions or both. Failure to
obtain or maintain a required permit may also result in the imposition of civil
and criminal penalties. Third parties may have the right to sue to enforce
compliance.





We are
not aware of any material violations of environmental permits, licenses or
approvals issued with respect to our current assets or operations. We believe
that the operator of the properties in which we have an interest complies with
all applicable laws, rules and regulations relating to the control of air
emissions on the properties. At this time, we do not anticipate any material
capital expenditures to comply with various environmental
requirements.





Compliance
with environmental requirements, including financial assurance requirements and
the costs associated with the cleanup of any spill, could have a material
adverse effect on our capital expenditures, earnings or competitive position.
Failure to comply with any laws and regulations may result in the assessment of
administrative, civil and criminal penalties, the imposition of injunctive
relief or both. Legislation affecting the oil and gas industry is under constant
review for amendment or expansion, frequently increasing the regulatory burden.
Changes in any of these laws and regulations could have a material adverse
effect on business. In view of the many uncertainties with respect to current
and future laws and regulations, including their applicability to us, we cannot
predict the overall effect of such laws and regulations on our future
operations.





U.S.
Regulations





Our
current assets and operations are subject to various types of regulation at the
federal, state and local levels. Such regulation includes requiring permits for
the drilling of wells; maintaining bonding requirements in order to drill or
operate wells; implementing spill prevention plans; submitting notification and
receiving permits relating to the presence, use and release of certain materials
incidental to oil and gas operations; and regulating the location of wells, the
method of drilling and casing wells, the use, transportation, storage and
disposal of fluids and materials used in connection with drilling and production
activities, surface usage and the restoration of properties upon which wells
have been drilled, the plugging and abandoning of wells and the transporting of
production. Our assets and operations are also subject to various conservation
matters, including the regulation of the size of drilling and spacing units or
proration units, the number of wells which may be drilled in a unit, and the
unitization or pooling of oil and gas properties. In this regard, some
jurisdictions allow the forced pooling or integration of tracts to facilitate
exploration while others rely on voluntary pooling of lands and leases, which
may make it more difficult to develop oil and gas properties. In addition, local
conservation laws establish maximum rates of production from oil and gas wells,
generally limit the venting or flaring of gas, and impose certain requirements
regarding the ratable purchase of production. The effect of these regulations is
to limit the amounts of oil and gas that may be produced from the wells and
locations in which we have an interest.




Operations
on properties in which we have an interest are subject to extensive federal,
state and local environmental laws that regulate the discharge or disposal of
materials or substances into the environment and otherwise are intended to
protect the environment. Numerous governmental agencies issue rules and
regulations to implement and enforce such laws, which are often difficult and
costly to comply with and which carry substantial administrative, civil and
criminal penalties and in some cases injunctive relief for failure to comply.
Some laws, rules and regulations relating to the protection of the environment
may, in certain circumstances, impose “strict liability” for environmental
contamination. These laws render a person or company liable for environmental
and natural resource damages, cleanup costs and, in the case of oil spills in
certain states, consequential damages without regard to negligence or fault.
Other laws, rules and regulations may require the rate of oil and gas production
to be below the economically optimal rate or may even prohibit exploration or
production activities in environmentally sensitive areas. In addition, state
laws often require some form of remedial action, such as closure of inactive
pits and plugging of abandoned wells, to prevent pollution from former or
suspended operations. Legislation
has been proposed in the past and continues to be evaluated in Congress from
time to time that would reclassify certain oil and gas exploration and
production waste as hazardous waste. If such reclassification is successful, it
would make these wastes subject to much more stringent storage, treatment,
disposal and clean-up requirements, which could have a significant adverse
impact on operating costs. From time to time initiatives to further regulate the
disposal of oil and gas wastes are also proposed in certain states and may
include initiatives at the county, municipal and local government levels. These
various initiatives could have a similar adverse impact on operating
costs.  The regulatory burden of environmental laws and regulations
increases our cost and risk of doing business and consequently affects our
profitability. The federal Comprehensive Environmental Response, Compensation
and Liability Act, or CERCLA, also known as the “Superfund” law, imposes
liability, without regard to fault, on certain classes of persons with respect
to the release of a “hazardous substance” into the environment. These persons
include the current or prior owner or operator of the disposal site or sites
where the release occurred and companies that transported, disposed or arranged
for the transport or disposal of the hazardous substances found at the site.
Persons who are or were responsible for releases of hazardous substances under
CERCLA may be subject to joint and several liability for the costs of cleaning
up the hazardous substances that have been released into the environment and for
damages to natural resources, and it is not uncommon for the federal or state
government to pursue such claims. The federal Environmental Protection Agency
and various state agencies continue to promulgate regulations that limit the
disposal and permitting options for certain hazardous and non-hazardous
wastes.  It is also not uncommon for neighboring landowners and other
third parties to file claims for personal injury or property or natural resource
damages allegedly caused by the release of hazardous substances into the
environment.




3




Canadian
Regulations





We
believe our current assets and operations comply with Canadian laws and
regulations related to oil and gas industry. Canada has regulatory provisions
relating to permits for the drilling of wells, the spacing of wells, the
prevention of oil and natural gas waste, allowable rates of production and other
matters. The amount of oil and natural gas produced is subject to control by
regulatory agencies in each province that periodically regulate allowable rates
of production. In addition to the foregoing, our Canadian assets and operations
may be affected from time to time by political developments in Canada and by
Canadian federal, provincial and local laws and regulations, such as
restrictions on production and export, oil and natural gas allocation and
rationing, price controls, tax increases, expropriation of property,
modification or cancellation of contract rights, and environmental protection
controls.





The Canada Oil and Gas Operations
Act provides for the making of regulations concerning the design, safety,
construction, installation, inspection, testing, monitoring, operation,
maintenance and repair of installations used in the exploration, development and
production of oil and gas. The Act prohibits anyone from carrying on any work or
activity related to the exploration for or the production of oil or gas unless
they first obtain a license or authorization issued by the National Energy
Board. As part of the application process, a plan must be submitted which shows
that Canadians are being employed and that Canadian goods and services are being
used. The National Energy Board may require that certain conditions be
fulfilled, for example, that the person obtain appropriate insurance and that
environmental studies be carried out. The Oil and Gas Spills and Debris
Liability Regulations govern the limits of liability for spills,
authorized discharges and debris emanating or originating from work or activity
related to the exploration or production of oil and gas. The Canada Oil and Gas Drilling
Regulations govern the exploration, drilling and conservation of oil and
gas and specifies measures to ensure the safety of these operations. These
regulations stipulate that no person may drill a well without authorization and
approval, which is obtained upon application to the Chief Conservation
Officer.





Except as
described above and as more particularly described in the Registrant’s
accompanying financial statements, there have been no other material changes in
the registrant’s financial condition from the end of the preceding fiscal year
to February 28, 2010, the date of the balance sheet provided herein, nor have
there been any other material changes in the registrant’s financial condition
during the period ending on February 28, 2010, the date of the balance sheet
provided herein and commencing on the corresponding date of the preceding fiscal
year.





Except as
described above and as more particularly described in the Registrant’s
accompanying financial statements, there have been no material changes in the
registrant's results of operations with respect to the most recent fiscal year
ending February 28, 2010, for which an income statement is provided, and the
preceding fiscal year.




4




Reports
to Security Holders





The
Registrant is a reporting entity and files annual, quarterly and special event
reports with the Securities and Exchange Commission, as well as proxy and
information statements.





The
Registrant will voluntarily make available to security holders upon request a
copy of this annual report on Form 10-K, including audited
financials.





The
public may read and copy any materials filed by the registrant with the
Securities and Exchange Commission at the SEC’s Public Reference Room at 100 F
Street, NE., Washington, DC 20549, on official business days during the hours of
10 a.m. to 3 p.m. The public may obtain information on the operation of the
Public Reference Room by calling the Securities and Exchange Commission at
1–800–SEC–0330. The Securities and Exchange Commission maintains an Internet
site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the Securities and
Exchange Commission at its web site (http://www.sec.gov).





ITEM
2. DESCRIPTION OF
PROPERTY





The
Registrant maintains office space in Las Vegas, Nevada, at minimal cost. It
currently does not own any equipment at that location.





ITEM
3. LEGAL
PROCEEDINGS





The
Registrant is not a party to any pending or threatened legal
proceedings.





ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS





The
Registrant incorporates by reference its preliminary information statement and
two amended preliminary information statements filed with the Securities and
Exchange Commission on Forms PRE 14-C and PRE 14-C/A on August 21, 2009, March
5, 2010, and April 9, 2010, respectively, each of which describes negotiations
and ultimately a transaction structured with Biostem US L.L.C. (“Biostem”) and
its predecessor, Biostem US Inc., which has received the approval of a majority
of the Company’s stockholders.





5





PART
II





ITEM
5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES





Market
Information





During
the Registrant’s fiscal year ending February 28, 2010, its common stock traded
on the Over-the Counter Bulletin Board (OTCBB) under the symbol
EQNX.  As a consequence of the pending change of control transaction
described above, the Registrant anticipates a change of its name, CUSIP and
stock symbol upon the closing of such transaction. During the Registrant’s last
two fiscal years, the high and low trading price for each quarter was as
follows:





Year
      ended February 28, 2010 (1)
            High
            Low1st
      quarter, ended May 31, 2009*
            -
            -2nd
      quarter, ended August 31, 2009
            -
            -3rd
      quarter, ended November 30, 2009
            -
            -4th
      quarter, ended February 28, 2010
            $4.15
            $4.03Year
      ended February 28, 2009 (2)1st
      quarter, ended May 31, 2008*
            -
            -2nd
      quarter, ended August 31, 2008*
            -
            -3rd
      quarter, ended November 30, 2008*
            -
            -4th
      quarter, ended February 28, 2009
            -
            -





(1)
            The
      Registrant's common stock only traded sporadically during this fiscal
      year.


(2)
            The
      Registrant’s common stock did not trade during this fiscal
      year.





The
Registrant does not maintain any form of stock incentive plan.





Holders
of Common Equity





As of
February 28, 2010, the Registrant had thirty-five (35) shareholders of record of
its common stock.





Dividend
Information





As of
February 28, 2010, the Registrant has not paid any dividends to its shareholders
and does not intend to pay dividends to its shareholders in the foreseeable
future.  However, there are no restrictions which would limit the
ability of the Registrant to pay dividends in the future.





Sales of
Unregistered Securities





The
Registrant has not issued any unregistered securities during its fiscal year
ending February 28, 2010.





ITEM
6. SELECTED FINANCIAL
DATA





There is
no financial data which, if selected, would highlight any significant trends in
the registrant's financial condition and results of operations.





ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS





Forward-Looking
Statements





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




6





Plan
of Operation in the Next Twelve Months




Results
of Operations for the Years Ended February 28, 2010 and 2009





We only
recently acquired the assets that comprise our current business on early
2009.  Therefore, the following financial information is of limited
value in evaluating our history and prospects.





Income. We
recorded $-0- in revenues for the year ended February 28, 2010, compared with
$-0- in revenues for the year ended February 28, 2009. We recorded $1,117 of
other income in 2010 compared to zero in 2009.





Operating
Expenses. Operating expenses were $26,801 for the year ended February 28,
2010, compared to $3,512 for the year ended February 28, 2009. The largest
components of expense items for each of the last two fiscal years were general
and administrative costs incurred to meet our reporting obligations as a public
company, which were $16,801 and $3,512 for the years ending February 28, 2010
and February 28, 2009, respectively.





Net
Loss.  We recorded a loss of $25,684 for the year ended
February 28, 2010, compared to $3,512 for the year ended February 28,
2009.





Liquidity
and Capital Resources





At
February 28, 2010, we had $Nil in current assets and $2,396 in current
liabilities, resulting in a working capital deficit of ($2,396). At
February 28, 2009, we had $13,462 in current assets and $174 in current
liabilities, resulting in a working capital surplus of $13,288.





We do not
anticipate paying dividends in the foreseeable future.





At
present, we lack sufficient capital resources to fund our operations and
business plan for the next twelve months.  We intend to obtain
business capital through the use of private equity fundraising or shareholder
loans. If we are not able to secure additional funding, the implementation of
our business plan will be impaired. There can be no assurance that such
additional financing will be available to us on acceptable terms or at
all.





Cash
Flows from Operating Activities





Net cash
used in operating activities was $15,684 for the twelve months ended February
28, 2010, compared to $3,512 for the twelve months ending February 28,
2009.





Cash
Flows from Financing Activities





Cash
provided by financing activities amounted to $2,222 for the twelve months ended
February 28, 2010, compared to $26,974 for the twelve months ended February 28,
2009.




7





Risk
Factors Associated with Plan of Operation





(A)
LIMITED PRIOR OPERATIONS, HISTORY OF OPERATING LOSSES, AND ACCUMULATED DEFICIT
MAY AFFECT ABILITY OF REGISTRANT TO SURVIVE.





The
Registrant has had limited prior operations to date. Since the Registrant's
principal activities recently have been limited to seeking new business
investments, it has no recent record of any revenue-producing operations.
Consequently, there is only a limited operating history upon which to base an
assumption that the Registrant will be able to achieve its business plans. In
addition, the Registrant has only limited assets. As a result, there can be no
assurance that the Registrant will generate significant revenues in the future;
and there can be no assurance that the Registrant will operate at a profitable
level. Accordingly, the Registrant's prospects must be considered in light of
the risks, expenses and difficulties frequently encountered in connection with
the establishment of a new business.





The
Registrant has incurred net losses: ($15,684) for the fiscal year ended February
28, 2010 and ($3,512) for the fiscal year ended February 28, 2009. At February
28, 2010, the Registrant had an accumulated deficit of ($29,196). This raises
substantial doubt about the Registrant's ability to continue as a going
concern.





As a
result of the fixed nature of many of the Registrant's expenses, the Registrant
may be unable to adjust spending in a timely manner to compensate for any
unexpected delays in the development of the Registrant's business or any capital
raising or revenue shortfall. Any such delays or shortfalls will have an
immediate adverse impact on the Registrants business, operations and financial
condition.





(B)  NEED
FOR ADDITIONAL FINANCING MAY AFFECT OPERATIONS AND PLAN OF
BUSINESS.





The
working capital requirements associated with any adopted plan of business of the
Registrant may be significant. The Registrant anticipates, based on currently
proposed assumptions relating to its operations (including with respect to costs
and expenditures and projected cash flow from operations), that it must seek
financing to continue its operations (an amount which is as yet to be
determined). However, such financing, when needed, may not be available, or on
terms acceptable to management. The ability of the Registrant to continue as a
going concern is dependent on additional sources of capital and the success of
the Registrant's business plan. The Registrant's independent accountant audit
report included in this Form 10-K includes a substantial doubt paragraph
regarding the Registrant's ability to continue as a going concern.





If
funding is insufficient at any time in the future, the Registrant may not be
able to take advantage of business opportunities or respond to competitive
pressures, or may be required to reduce the scope of its planned product
development and marketing efforts, any of which could have a negative impact on
its business, operating results and financial condition. In addition,
insufficient funding may have a material adverse effect on the Registrant's
financial condition, which could require the Registrant to:





o        curtail
operations significantly;


o        sell
significant assets;


o        seek
arrangements with strategic partners or other parties that may require the
Registrant to relinquish
significant rights to its assets or markets;


o        explore
other strategic alternatives including a merger or sale of the
Registrant.




To the
extent that the Registrant raises capital through the sale of equity or
convertible debt securities, the issuance of such securities will result in
dilution to existing stockholders. If additional funds are raised through the
issuance of debt securities, these securities may have rights, preferences and
privileges senior to holders of common stock and the terms of such debt could
impose restrictions on the Registrant's operations. Regardless of whether the
Registrant's cash assets prove to be inadequate to meet the Registrant's
operational needs, the Registrant may seek to compensate providers


of
services by issuance of stock in lieu of cash, which will also result in
dilution to existing shareholders.




8




(C)  LOSS
OF ANY OF CURRENT MANAGEMENT COULD HAVE AN ADVERSE IMPACT ON BUSINESS AND
PROSPECTS OF THE REGISTRANT.





The
Registrant's success is dependent upon the hiring and retention of key
personnel. None of the officers or directors has any employment or
non-competition agreement with the Registrant. Therefore, there can be no
assurance that these personnel will remain employed by the Registrant. Should
any of these individuals cease to be affiliated with the Registrant for any
reason before qualified replacements could be found, there could be material
adverse effects on the Registrant's business and prospects.





In
addition, all decisions with respect to the management of the Registrant will be
made exclusively by the officers and directors of the Registrant. Investors will
only have rights as stockholders to make decisions which affect the Registrant.
The success of the Registrant, to a large extent, will depend on the quality of
the directors and officers of the Registrant. Accordingly, no person should
invest in the shares unless they are willing to entrust all aspects of the
management of the Registrant to its officers and directors.





(D)  POTENTIAL
CONFLICTS OF INTEREST MAY AFFECT ABILITY OF OFFICERS AND DIRECTORS TO MAKE
DECISIONS IN THE BEST INTERESTS OF REGISTRANT.





The
officers and directors of the Registrant have other interests to which they
devote time, either individually or through partnerships and corporations in
which they have an interest, hold an office, or serve on boards of directors,
and each will continue to do so notwithstanding the fact that management time
may be necessary to the business of the Registrant. As a result, certain
conflicts of interest may exist between the Registrant and its officers and/or
directors which may not be susceptible to resolution.





In
addition, conflicts of interest may arise in the area of corporate opportunities
which cannot be resolved through arm's length negotiations. All of the potential
conflicts of interest will be resolved only through exercise by the directors of
such judgment as is consistent with their fiduciary duties to the Registrant. It
is the intention of management, so as to minimize any potential conflicts of
interest, to present first to the board of directors of the Registrant, any
proposed investments for its evaluation.





(E)  LIMITATIONS
ON LIABILITY, AND INDEMNIFICATION, OF DIRECTORS AND OFFICERS MAY RESULT IN
EXPENDITURES BY REGISTRANT.





The
Registrant is permitted by Nevada law to eliminate the personal liability of
directors, officers and employees of the Registrant for monetary damages arising
from claims of a breach of their fiduciary duties to the Registrant. Any such
limitation of the liability of any director, or indemnification of directors,
officer, or employees could result in substantial expenditures being made by the
Registrant in covering any liability of such persons or in indemnifying
them.





(F)  ABSENCE
OF CASH DIVIDENDS MAY AFFECT INVESTMENT VALUE OF REGISTRANT'S
STOCK.





The board
of directors of the Registrant does not anticipate paying cash dividends on the
common stock for the foreseeable future and intends to retain any future
earnings to finance the growth of the Registrant's business. Payment of
dividends, if any, will depend, among other factors, on earnings, capital
requirements and the general operating and financial conditions of the
Registrant as well as legal limitations on the payment of dividends out of
paid-in capital.





(G)  NON-CUMULATIVE
VOTING MAY AFFECT ABILITY OF SOME SHAREHOLDERS TO INFLUENCE MANGEMENT OF
REGISTRANT.





Holders
of the shares of common stock of the Registrant are not entitled to accumulate
their votes for the election of directors or otherwise. Accordingly, the holders
of a majority of the shares present at a meeting of shareholders will be able to
elect all of the directors of the Registrant, and the minority shareholders will
not be able to elect a representative to the Registrant's board of
directors.




9




(H)  NO
ASSURANCE OF CONTINUED PUBLIC TRADING MARKET AND RISK OF LOW PRICED SECURITIES
MAY AFFECT MARKET VALUE OF REGISTRANT'S STOCK.





There has
been only a limited public market for the common stock of the Registrant. The
common stock of the Registrant is currently quoted on the Over-The-Counter
Bulletin Board. As a result, an investor may find it difficult to dispose of, or
to obtain accurate quotations as to the market value of the Registrant's
securities. In addition, the common stock is subject to the low-priced security
or so called "penny stock" rules that impose additional sales practice
requirements on broker-dealers who sell such securities. The Securities
Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure in
connection with any trades involving a stock defined as a penny stock
(generally, according to regulations adopted by the Securities and Exchange
Commission, any equity security that has a market price of less than $5.00 per
share, subject to certain exceptions), including the delivery, prior to any
penny stock transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith. The regulations governing low-priced
or penny stocks sometimes limit the ability of broker-dealers to sell the
Registrant's common stock and thus, ultimately, the ability of the investors to
sell their securities in the secondary market.





(I)  FAILURE
TO MAINTAIN MARKET MAKERS MAY AFFECT VALUE OF REGISTRANT'S STOCK.





If the
Registrant is unable to maintain National Association of Securities Dealers,
Inc. member broker/dealers as market makers, the liquidity of the common stock
could be impaired, not only in the number of shares of common stock which could
be bought and sold, but also through possible delays in the timing of
transactions, and lower prices for the common stock than might otherwise
prevail. Furthermore, the lack of market makers could result in persons being
unable to buy or sell shares of the common stock on any secondary market. There
can be no assurance the Registrant will be able to maintain such market
makers.





(J)  SALE
OF SHARES ELIGIBLE FOR FUTURE SALE COULD ADVERSELY AFFECT THE MARKET
PRICE.





If a
substantial number of the shares of common stock of the Registrant that have
been issued in reliance on Rule 144 under the Securities Act of 1933 were sold
under Rule 144 or a registered offering, the market price of the common stock
could be adversely affected.





CRITICAL
ACCOUNTING POLICIES.





The
Securities and Exchange Commission has issued Financial Reporting Release No.
60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies"
("FRR 60"), suggesting companies provide additional disclosure and commentary on
their most critical accounting policies. In FRR 60, the Securities and Exchange
Commission has defined the most critical accounting policies as the ones that
are most important to the portrayal of a company's financial condition and
operating results, and require management to make its most difficult and
subjective judgments, often as a result of the need to make estimates of matters
that are inherently uncertain. Based on this definition, the Registrant's most
critical accounting policies include the use of estimates in the preparation of
financial statements. The methods, estimates and judgments the Registrant uses
in applying these most critical accounting policies have a significant impact on
the results the Registrant reports in its financial statements.





The
preparation of these financial statements requires the Registrant to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, the Registrant evaluates these estimates,
including those related to revenue recognition and concentration of credit risk.
The Registrant bases its estimates on historical experience and on various other
assumptions that is believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions.




10




FORWARD
LOOKING STATEMENTS.





The
foregoing plan of operation contains "forward looking statements" within the
meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of
the Securities Act of 1934, as amended. The words "believe," "expect,"
"anticipate," "intends," "forecast," "project," and similar expressions identify
forward-looking statements. These are statements that relate to future periods
and include, but are not limited to, statements as to the Registrant's estimates
as to the adequacy of its capital resources, its need and ability to obtain
additional financing, its operating losses and negative cash flow, and its
critical accounting policies. Forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those projected. These risks and uncertainties include, but are not limited
to, those discussed above. These forward-looking statements speak only as of the
date hereof. The Registrant expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in its expectations with regard thereto
or any change in events, conditions or circumstances on which any such statement
is based.





ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA





Financial
statements as of and for the year ended February 28, 2010, for the year ended
February 28, 2009, and for the period from inception to February 28, 2010, are
presented in a separate section of this report following the Signature
page.





ITEM
9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.





None





ITEM
9A.         DISCLOSURE CONTROLS AND
PROCEDURES





As of
February 28, 2010, the Registrant carried out an evaluation of the effectiveness
of the Registrant’s disclosure controls and procedures (as defined by Rule
13a-15(e) under the Securities Exchange Act of 1934) under the supervision and
with the participation of the Chief Financial Officer. Based on and as of the
date of such evaluation, the aforementioned officers have concluded that the
Registrant’s disclosure controls and procedures were not effective.





The
Registrant also maintains a system of internal accounting controls that is
designed to provide assurance that assets are safeguarded and that transactions
are executed in accordance with management’s authorization and properly
recorded. This system is continually reviewed and is augmented by written
policies and procedures, the careful selection and training of qualified
personnel and an internal audit program to monitor its effectiveness. During the
fiscal year ended February 28, 2010, there were no changes to this system of
internal controls or in other factors that could significantly affect those
controls.





ITEM
9A(T).    CONTROLS AND PROCEDURES





Management’s Report on Internal Control
over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the Exchange
Act. Internal control over financial reporting refers to a process designed by,
or under the supervision of our Chief Financial Officer and effected by our
Board, management and other personnel, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in connection with generally accepted
accounting principles, including those policies and procedures
that:





-
            Pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of our
      assets;-
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of our management and
      directors; and-
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on our consolidated financial
  statements.





11




Because
of its inherent limitations, internal control over financial reporting cannot
provide absolute assurance of the prevention or detection of misstatements. In
addition, projections of any evaluation of effectiveness to future periods are
subject to risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.





In
connection with the preparation of this Annual Report on Form 10-K for the year
ended February 28, 2010, our management has evaluated the effectiveness of our
internal controls over financial reporting, pursuant to Rule 13a-15 under the
Exchange Act. Management conducted its evaluation of the Registrant’s internal
control over financial reporting based on the framework in Internal Control – Integrated
Framework,issued by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”). In the course of making our assessment of the
effectiveness of internal controls over financial reporting, we identified one
material weakness in our internal control over financial reporting. This
material weakness consisted of inadequate staffing within the accounting
operations of our company. The small number of employees who are responsible for
accounting functions (specifically, one) prevents us from segregating duties
within our internal control system. The inadequate segregation of duties is a
weakness because it could lead to the untimely identification and resolution of
accounting and disclosure matters or could lead to a failure to perform timely
and effective reviews. There were no changes in our internal controls over
financial reporting that occurred during the fourth fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.





This
Annual Report on Form 10-K does not include an attestation report of the
Registrant’s independent registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to
attestation by our registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit us to provide only
management’s report in this Annual Report on Form 10-K.





ITEM
9B.     OTHER INFORMATION





The
Registrant reported the following current events required to be reported on Form
8K during the fiscal year ended February 28, 2010:





(a)
            Acquisition
      of stem cell biotechnology from Biostem US L.L.C. for control shares,
      reported on March 1, 2010, as more particularly described
      above.











12


PART
III





ITEM
10.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT





ROBERT TYLER
YURCKONIS   Director, Chairman of the Board of Directors, Chief
Executive Officer, President, Chief Financial Officer, Treasurer and Secretary
of the Company.




Mr.
Yurckonis, age 38, has for the past five years been employed as Marketing
Director of the Caragiulos Restaurant Group, a food and entertainment enterprise
headquartered in Sarasota, Florida, which is not a parent, subsidiary or other
affiliate of the Company.  Mr. Yurckonis was appointed to the Board and
each of the officer positions described above (except Secretary) on October 29,
2009, and became Secretary upon the resignation from such position of Ms. Elena
Dannikova on December 27, 2009. There is no plan, contract or arrangement
(whether or not written) which Robert T. Yurckonis and the Company have entered
into or in which Robert T. Yurckonis participates in connection with his
appointment and service as a director and officer of the Company.




Significant
Employees.
 
 The
Registrant has no employees.
 
 No
officer or director of the Registrant has been, within the past five years,
involved in any legal proceedings, including bankruptcy, criminal proceedings or
civil, nor are they subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of an court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking
activities.
 
 The Board
of Directors consists solely of Robert Tyler Yurckonis, who also acts as the
Registrant’s audit committee.
 
 Compliance
with Section 16(a) of the Exchange Act.
 
 As of the
date of filing this report, the Registrant is not aware of any person who, at
any time during the year ended February 28, 2010, was a director, officer,
beneficial owner of more than ten percent of any class of equity securities of
the registrant that failed to file on a timely basis reports required by Section
16(a) during the most recent fiscal year or prior years.
 
 Code of
Ethics
 
 As of the
date of filing this report, the Registrant has not adopted a Code of
Ethics




13






ITEM 11. EXECUTIVE
COMPENSATION.




Executive
officers and directors of the Registrant do not currently receive and are not
accruing any compensation:





SUMMARY
COMPENSATION TABLE





Annual
      compensation
            
            
            Long-term
      compensationSalary
              ($)
              (c)
            
            
            Bonus
              ($)
              (d)
            
            
            Other
      annual compen-sation
              ($)
              (e)
            
            
            Awards
            
            
            Payouts
            
            
            All
      other
              compen-
              sation
              ($)
              (i)Name
      and principal position
              (a)
            
            
            
            Restricted
              stock
              award(s)
              ($)
              (f)
            
            
            Securities
              underlying
              options/
              SARs
      (#)
              (g)
            
            
            LTIP
              payouts
              ($)
              (h)Elena Dannikova
            
            2010
            
            $
            0
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -President/CEO (1)
            
            2009
            
            $
            0
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -2008
            
            $
            0
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Robert T. YurckonisPresident/CEO (2)
            
            2010
            
            $
            0
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -




(1) Ms.
Dannikova was appointed to the board of directors and elected Chief Executive
Officer on November 5, 2008.  She resigned from all positions with the
Company in December 2009, as reported by the Company in its current report on
Form 8-K, filed December 30, 2009.





(2) Mr.
Yurckonis was appointed to the board of directors and elected Chairman, Chief
Executive Officer, President, Chief Operating Officer, Treasurer and Chief
Financial Officer on October 29, 2009, as reported by the Company in its current
report on Form 8-K, filed October 30, 2009.





14





The
Registrant does not maintain any stock or other form of incentive
plan.





ITEM 12.    
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.





The
following table sets forth information regarding the beneficial ownership of
shares of the Registrant's common stock as of February 28, 2010 (4,640,000common
shares issued and outstanding) by (i) all stockholders known to the Registrant
to be beneficial owners of more than 5% of the outstanding common stock; and
(ii) all officers and directors of the Registrant, individually and as a group
(each person has sole voting power and sole dispositive power as to all of the
shares shown as beneficially owned by them):





Title
      of Class
            Name
      and Address of Beneficial Owner (1)
            Amount
      and Nature of Beneficial Owner
            Percent
      of ClassCommon
      Stock
            Elena
      Dannikova
              3300
      South Decatur,#10542
              Las
      Vegas NV 89102
            2,500,000
      Shares
            53.88%Common
      Stock
            Robert
      T. Yurckonis (P,D)
              3300
      South Decatur,#10542
              Las
      Vegas NV 89102
            None
            0.00
      %Common
      Stock
            All
      Directors and Officers as a Group (1 person)
            None
            0.00
      %




(1) None
of these security holders has the right to acquire any amount of shares within
sixty days from options, warrants, rights, conversion privilege, or similar
obligations. Beneficial ownership is determined in accordance with the rules of
the SEC and generally includes voting or investment power with respect to
securities.  Shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days after the date indicated in the table are deemed
beneficially owned by the optionees. Subject to any applicable community
property laws, the persons or entities named in the table above have sole voting
and investment power with respect to all shares indicated as beneficially owned
by them.





ITEM 13.    
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.





Except as
otherwise disclosed elsewhere herein, during the last two fiscal years there
have not been any transactions between the Registrant and any of its officers,
directors, and five percent or greater shareholders.







15





ITEM
14.     PRINCIPAL ACCOUNTANT FEES AND
SERVICES
 
 1.           Audit
Fees: 
Aggregate fees billed for each of the last two (2) fiscal years for professional
services rendered by the principal accountant for the audit of the annual
financial statements and review of financial statements included on Form
10-Q:
 2010:           $10,000
 2009:           $  7,500
 
 2.           Audit-Related
Fees: Aggregate fees billed in each of the last
two (2) fiscal years for assurance and related services by the principal
accountant that are reasonably related to the performance of the audit or review
of the financial statements and are not reported
previously.
 
 2010:           $0
 2009:           $0
 
 3.           Tax
Fees: Aggregate fees billed in each of the last
two (2) fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax
planning.
 
 2010:           $0
 2009:           $0
 
 4.           All
Other Fees: Aggregate fees billed in each of the last
two (2) fiscal years for products and services provided by the principal
accountant, other than the services previously
reported.
 
 2010:           $0
 2009:           $0
 
 5.           Audit
Committee Pre-Approval Procedures.  The Board of Directors has not, to
date, formerly chartered and appointed an Audit Committee.  Director
Robert Tyler Yurckonis has served to date as the Company’s Audit
Committee.
 ITEM
15.     EXHIBITS AND FINANCIAL
STATEMENTS





(a)
            Documents
      filed as part of this report:




(1)
            Report of Independent Registered Public Accounting Firm

              Financial Statements covered by the Report of Independent Registered
      Public Accounting Firm:
              Balance Sheet as of February 28, 2010 and February 28, 2009;
              Statements of Operations for the Years ended February 28, 2010, and
      2009, and for the cumulative period since inception;
              Statements of Stockholders’ Equity/Deficiency for the years ended
      February 28, 2010
              and 2009;
              Statements of Cash Flows for the years ended February 28, 2010 and
      2009, and for the cumulative period since inception; and
              Notes to Financial Statements for the years ended February 28, 2010
      and 2009.







(b)
            Exhibits
      included or incorporated by reference herein are set forth in the
      following Exhibit Index.





Exhibit
      No.
            
            Document
            
            Location3.1
            
            Articles
      of Incorporation
            
            Previously
      Filed3.2
            
            Bylaws
            
            Previously
      Filed23.1
            
            Consent
      of Independent PublicAccounting
      Firm
            
            Included31.1
            
            Sect.
      302 Certification
            
            Included31.2
            
            Sect.
      302 Certification
            
            Included32.1
            
            Sect.
      906 Certification
            
            Included





16





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.




EQUINOX
      INTERNATIONAL, INC.Date:
      May 10, 2010/s/
      Robert Tyler YurckonisRobert
      Tyler YurckonisChief
      Executive Officer and

                  Chief
      Financial Officer


In
accordance with the Exchange Act, this report has been signed below by the
following person on behalf of the registrant and in the capacities and on the
dates indicated.




EQUINOX
      INTERNATIONAL, INC.Date:
      May 10, 2010/s/
      Robert Tyler YurckonisRobert
      Tyler YurckonisChief
      Executive Officer and

                    Chief
      Financial Officer








17
  EQUINOX
INTERNATIONAL, INC.
 (A
Development Stage Company)
  FINANCIAL
STATEMENTS
  FEBRUARY
28, 2010 and 2009
      
  REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                  
                  
                  F-1BALANCE SHEET
                  
                  
                  F-2STATEMENT OF
      OPERATIONS
                  
                  
                  F-3STATEMENT
      OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
                  
                  
                  F-4STATEMENT
      OF CASH FLOWS
                  
                  
                  F-5NOTES TO THE FINANCIAL
      STATEMENTS
                  
                  
                  F-6
 RONALD R.
CHADWICK, P.C.
 Certified
Public Accountant
 2851
South Parker Road, Suite 720
 Aurora,
Colorado  80014
 Telephone
(303)306-1967
 Fax
(303)306-1944
 
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 Board of
Directors
 Equinox
International, Inc.
 Las
Vegas, Nevada
 
 I have
audited the accompanying balance sheet of Equinox International, Inc. (a
development stage company) as of February 28, 2010 and 2009, and the
related  statements of operations, stockholders’ equity and cash flows
for the years then ended, and for the period from November 5, 2008 (inception)
through February 28, 2010. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
 
 I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  I believe that my audit provides a
reasonable basis for my opinion.
 
 In my
opinion, the  financial statements referred to above present fairly,
in all material respects, the  financial position of Equinox
International, Inc. as of February 28, 2010 and 2009 and the results of its
operations and its cash flows for the years then ended, and for the period from
November 5, 2008 (inception) through February 28, 2010 in conformity with
accounting principles generally accepted in the United States of
America.
 
 The
accompanying  financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
financial statements the Company has suffered losses from operations that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 Aurora,
      Colorado
                    
                    /s/ RONALD R.
      CHADWICK, P.C.May 7,
      2010
                    
                    Ronald R.
      Chadwick, P.C.
 F-1
    EQUINOX
INTERNATIONAL, INC.
 (A
Development Stage Company)
 Balance
Sheet
 Audited
 AssetsFebruary
      28
                  
                  
                  February
      28,2010
                  
                  
                  2009Current
      AssetsCash
                  
                  $
                  -
                  
                  
                  $
                  13,462Total
       Current Assets
                  
                  
                  -
                  
                  
                  
                  13,462Other
      AssetsOil
      and Gas Property
                  
                  
                  0
                  
                  
                  
                  10,000Total Other
      Assets
                  
                  
                  0
                  
                  
                  
                  10,000Total
      Assets
                  
                  $
                  0
                  
                  
                  $
                  23,462Liabilities
      and Stockholders’ Equity (Deficit)Long
      Term LiabilitiesLoan
      from Director
                  
                  $
                  2,396
                  
                  
                  $
                  174Total
      Long Term Liabilities
                  
                  
                  2,396
                  
                  
                  
                  174Stockholders’
      Equity (deficit)Common
      stock, $0.001par value, 75,000,000 shares authorized;4,640,000
      shares issued and outstanding
                  
                  
                  4,640
                  
                  
                  
                  4,640Additional
      paid-in-capital
                  
                  
                  22,160
                  
                  
                  
                  22,160Deficit
      accumulated during the development stage
                  
                  
                  (29,196
                  )
                  
                  
                  (3,512
                  )Total
      stockholders’ equity (deficit)
                  
                  
                  (2,396
                  )
                  
                  
                  23,288Total
      liabilities and stockholders’ equity (deficit)
                  
                  $
                  00
                  
                  
                  $
                  23,462
 The
accompanying notes are an integral part of these audited financial
statements.
  F-2
 
 EQUINOX
INTERNATIONAL, INC.
 (A
Development Stage Company)
 Statements
of Operations
 Audited
  Year Ended
                  February 28, 2010
                
                
                Year Ended
                  February 28, 2009
                
                
                From Inception onNovember 5,2008 toFebruary28,2010ExpensesGeneral
      and administrative expense
                
                
                16,801
                
                
                
                3,512
                
                
                
                20,313Write-off
      Oil & Gas Properties
                
                
                10,000
                
                
                
                --
                
                
                
                10,000Operating
      income (loss)
                
                
                (26,801
                )
                
                
                (3,512
                )
                
                
                (30,313
                )Other
      income(expense)
                
                
                
                
                
                
                
                
                
                
                --Interest
      income
                
                
                1,117
                
                
                
                --
                
                
                
                1,117Total
      other income (expense)Net
      (loss)
                
                $
                (25,684
                )
                
                $
                (3,512
                )
                
                $
                (29,196
                )(Loss)
      per common share – Basic and diluted
                
                $
                (0.006
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )Weighted
      Average Number of Common Shares Outstanding
                
                
                4,640,000
                
                
                
                4,640,000
                
                
                
                4,640,000
 The
accompanying notes are an integral part of these audited financial
statements.
  F-3
 
 EQUINOX
INTERNATIONAL, INC.
 (A
Development Stage Company)
 Statement
of Stockholders’ Equity
 From
Inception on November 5, 2008 to February 28, 2010
 Audited
  Number
      of
                    Common
                    Shares
                  
                  
                  Amount
                  
                  
                  Additional
                    Paid-in-
                    Capital
                  
                  
                  Deficit
                    Accumulated
                    DuringDevelopment
      Stage
                  
                  
                  TotalBalance
      at inception on November 5, 2008January
      20, 2009Common
      shares issued for cash   at $0.001
                  
                  
                  3,000,000
                  
                  
                  $
                  3,000
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  3,000February
      2, 2009Common
      shares issued for cash   at $0.01
                  
                  
                  900,000
                  
                  
                  
                  900
                  
                  
                  
                  8,100
                  
                  
                  
                  -
                  
                  
                  
                  9,000February
      20, 2009Common
      shares issued for cash at $0.02
                  
                  
                  740,000
                  
                  
                  
                  740
                  
                  
                  
                  14,060
                  
                  
                  
                  
                  
                  
                  
                  14,800Balance
      as of February 28, 2009
                  
                  
                  4,640,000
                  
                  
                  
                  4,640
                  
                  
                  
                  22,160
                  
                  
                  
                  (3,512
                  )
                  
                  
                  23,288Current
      Year Net (loss)
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (29,196
                  )
                  
                  
                  (29,196
                  )Balance
      as of February 28, 2010
                  
                  
                  4,640,000
                  
                  
                  $
                  4,640
                  
                  
                  $
                  22,160
                  
                  
                  $
                  (29,196
                  )
                  
                  $
                  (2,396
                  )  The
accompanying notes are an integral part of these audited financial
statements.
  F-4
  EQUINOX
INTERNATIONAL, INC.
 (A
Development Stage Company)
 Statements
of Cash Flows
 Audited
 Year
      Ended
                    February28,
      2010
                  
                  
                  Year
      Ended
                    February28,
      2009
                  
                  
                  From
      Inceptionon
                    November5,2008 to
                    February
      28, 2010Operating
      ActivitiesNet
      (loss)
                  
                  $
                  (25,684
                  
                  
                  $
                  (3,512
                  )
                  
                  $
                  (29,196
                  )Change
      in operating assets and liabilitiesWrite
      down of asset
                  
                  
                  10,000
                  
                  
                  
                  --
                  
                  
                  
                  10,000Net
      cash (used) for operating activities
                  
                  
                  (15,684
                  
                  
                  
                  (3,512
                  )
                  
                  
                  (19,196
                  )Investing
      ActivitiesOil
      and gas property acquisition costs
                  
                  
                  --
                  
                  
                  
                  (10,000
                  )
                  
                  
                  (10,000
                  )Net
      Cash provided by (used in) Investing Activities
                  
                  
                  --
                  
                  
                  
                  (10,000
                  )
                  
                  
                  (10,000
                  )Financing
      ActivitiesLoans
      from Director
                  
                  
                  2,222
                  
                  
                  
                  174
                  
                  
                  
                  2,396Sale
      of common stock
                  
                  
                  -
                  
                  
                  
                  26,800
                  
                  
                  
                  26,800Net
      cash provided by financing activities
                  
                  
                  2,222
                  
                  
                  
                  26,974
                  
                  
                  
                  29,196Net
      increase (decrease) in cash and equivalents
                  
                  
                  (13,462
                  )
                  
                  
                  13,462
                  
                  
                  
                  --Cash
      and equivalents at beginning of the period
                  
                  
                  13,462
                  
                  
                  
                  --
                  
                  
                  
                  -Cash
      and equivalents at end of the period
                  
                  $
                  -
                  
                  
                  $
                  13,462
                  
                  
                  $
                  --Supplemental
      cash flow information:Cash
      paid for:Interest
                  
                  $
                  -
                  
                  
                  $
                  
                  
                  
                  $
                  -Taxes
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Non-Cash
      Activities
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
  F-5
  EQUINOX
INTERNATIONAL, INC.
 (A
Development Stage Company)
 Notes
To The Financial Statements
 February
28, 2010 and 2009
 
 1. ORGANIZATION AND BUSINESS
OPERATIONS
 
 EQUINOX
INTERNATIONAL, INC. (“the Company”) was incorporated under the laws of the State
of Nevada, U.S. on November 5, 2008.  The Company is in the development
stage as defined under Accounting Standards Codification Topic 915, Development
Stage Enterprises, and intends to commence operations in oil & gas
exploration and production industry in North America.  As at February 28,
2010, the Company had a loss from operations of $26,801, working capital equity
of zero and has earned $1,117 in revenues as other income since inception.
 
 2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
 
 a) Basis
of Presentation
 The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
 
 b) Going
Concern
 The
financial statements have been prepared on a going concern basis which assumes
the Company will be able to realize its assets and discharge its liabilities in
the normal course of business for the foreseeable future.  The Company has
incurred losses since inception resulting in an accumulated deficit of $29,196
as of February 28, 2010 and further losses are anticipated in the development of
its business raising substantial doubt about the Company’s ability to continue
as a going concern.  The ability to continue as a going concern is
dependent upon the Company generating profitable operations in the future and/or
to obtain the necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come due.
Management intends to finance operating costs over the next twelve months with
private placement of common stock.
 
 c)
Cash and Cash Equivalents
 The
Company considers all highly liquid instruments with a maturity  of
 three months or less at the time of issuance to be cash
equivalents.
 
 d)
Use of Estimates and Assumptions
 The
 preparation  of  financial  statements  in conformity
with accounting principles generally  accepted  in  the
 United States requires  management  to  make
  estimates and assumptions that  affect  the reported
amounts of  assets and liabilities and disclosure of contingent assets and
liabilities at  the  date  of  the  financial
 statements  and the reported amounts of  revenues  and
   expenses  during  the  reporting  period.
Actual  results  could differ from those estimates.
 
 e)
Foreign Currency Translation
 The
Company's functional currency and its reporting currency is the United
 States dollar.
 
 f)
Financial Instruments
 The
 carrying value of the Company's  financial  instruments
 approximates their fair value because of the short maturity of these
instruments.
 
 g)
Stock-based Compensation
 Stock-based
compensation is accounted for at fair value in accordance with ACS Topic
No. 718.  To date, the Company has not adopted a stock option plan and
has not granted any stock options.
  F-6
 
 EQUINOX
INTERNATIONAL, INC.
 (A
Development Stage Company)
 Notes
To The Financial Statements
 February
28, 2010 and 2009
 
 2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES(Continued)
  h) Income
Taxes
 Income
taxes are accounted  for  under  the  assets  and
liability method.  Deferred  tax  assets  and
 liabilities are recognized for  the  estimated 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  in effect for the year in which  those
 temporary differences are expected to be recovered or
settled.
 
 i) Basic
and Diluted Net Loss per Share
 The
Company computes net loss per share in  accordance  with ACS Topic No.
260,"Earnings per Share", which requires presentation of both basic and diluted
 earnings  per  share  (EPS) on the face of the income
 statement.
 Basic
 EPS  is  computed   by  dividing  net
 loss  available  to   common shareholders
 (numerator)  by  the weighted  average  number
 of  shares outstanding (denominator) during the period.  Diluted
EPS gives effect  to all potentially  dilutive  common
 shares  outstanding during  the period. Diluted  EPS
excludes all potentially dilutive shares if their   effect is
anti-dilutive.
 
 j)Fiscal
Periods
 The Company's fiscal year end is
February 28.
  k) Oil
and gas accounting policy. The Company utilizes the full-cost method of
accounting for oil and  gas properties. Under this method, the Company
capitalizes all costs associated with acquisition, exploration and development
of oil and natural gas reserves, including leasehold acquisition costs whether
the projects are successful or unsuccessful. The capitalized cost is then
amortized into expense as the total reserves are produced.
  l)Recent Accounting
Pronouncements
 
 Recently
issued accounting pronouncements
 
 FASB Accounting Standards
Codification(Accounting Standards Update (“ASU”)
2009-01)
 
 In
June 2009, FASB approved the FASB Accounting Standards Codification (“the
Codification”) as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the SEC, have been superseded by the
Codification. All other non-grandfathered, non-SEC accounting literature not
included in the Codification has become nonauthoritative. The Codification did
not change GAAP, but instead introduced a new structure that combines all
authoritative standards into a comprehensive, topically organized online
database. The Codification is effective for interim or annual periods ending
after September 15, 2009, and impacts the Company’s financial statements as
all future references to authoritative accounting literature will be referenced
in accordance with the Codification. There have been no changes to the content
of the Company’s financial statements or disclosures as a result of implementing
the Codification during the quarter ended November 30, 2009.
 
 As a
result of the Company’s implementation of the Codification during the quarter
ended November 30, 2009, previous references to new accounting standards and
literature are no longer applicable. In the current quarter financial
statements, the Company will provide reference to both new and old guidance to
assist in understanding the impacts of recently adopted accounting literature,
particularly for guidance adopted since the beginning of the current fiscal year
but prior to the Codification.
  F-7
 
 EQUINOX
INTERNATIONAL, INC.
 (A
Development Stage Company)
 Notes
To The Financial Statements
 February
28, 2010 and 2009
 
 2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES(Continued)
 
 Subsequent
Events
 
 (Included
in ASC 855 “Subsequent Events”)
 
 ASC 855
established general standards of accounting for and disclosure of events that
occur after the balance sheet date, but before the financial statements are
issued or available to be issued (“subsequent events”). An entity is required to
disclose the date through which subsequent events have been evaluated and the
basis for that date. For public entities, this is the date the financial
statements are issued. ASC 855 does not apply to subsequent events or
transactions that are within the scope of other GAAP and did not result in
significant changes in the subsequent events reported by the Company. ASC 855
became effective for interim or annual periods ending after June 15, 2009
and did not impact the Company’s consolidated financial statements. The Company
evaluated for subsequent events through January 21, 2010, the issuance date of
the Company’s financial statements.
 
 3.
COMMON STOCK
 
 The
authorized capital  of  the Company is 75,000,000 common shares with a
 par value of $ 0.001 per share.
 On
January 20, 2009, the Company issued  3,000,000  shares  of
 common stock at a price of $0.001 per share for total cash proceeds of
$3,000.
 
 In
February  2009, the Company issued 900,000 shares of common stock  at
a price of $0.01 per share for total cash proceeds of $9,000.
 
 In
February 2009, the Company issued 740,000 shares of common stock  at a
price of $0.02 per share for total cash proceeds of $14,800.
 
 During
the period November 5, 2008  (inception)  to February 28, 2010, the
Company  sold  a  total of 4,640,000 shares of common stock
 for  total  cash proceeds  of  $26,800.  The
Company has not sold or issued any shares of common stock subsequent to February
28, 2010.
 
 4.
INCOME TAXES
 
 As
of February 28, 2010, the Company had net operating loss carry forwards of
approximately $29,196 that may be available to reduce future years’ taxable
income through 2029. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
 
 5. OIL
AND GAS PROPERTY
 
 In
February 2009, the Company acquired by farmout for $10,000 the right to earn a
..38% working interest in two wells in the Bigoray Area of West Central Alberta,
Canada, by paying the costs of workover, equipping and tie in on the two wells.
During the year ending February 28, 2010 the Company wrote off the value of the
workout interest to zero.
 F-8
 
 EQUINOX
INTERNATIONAL, INC.
 (A
Development Stage Company)
 Notes
To The Financial Statements
 February
28, 2010 and2009
 
 6.
RELATED PARTY TRANSACTIONS
 
 On
November 5, 2008, a  related party loaned the Company $174. The loan is
non-interest bearing, due upon demand and unsecured.  The loan was
paid in full on November 24, 2009.  Subsequently, a related party
loaned the Company $2,396, which loan is likewise non-interest bearing, due upon
demand and unsecured.
 
 7.
CHANGE OF CONTROL TRANSACTION
 
 With the
approval of its Board of Directors and the consent of a majority of its
outstanding shareholders, the Company entered into an asset purchase agreement
on February 25, 2010, with Biostem US L.L.C. (“Biostem”), a Florida limited
liability company, pursuant to which the Company will acquire certain
proprietary and exclusive biotechnology from Biostem in exchange for a quantity
of newly issued common shares of the Company.  As a result of the
proposed transaction, Biostem (or, at the option of Biostem, the members of
Biostem) would acquire control of the Company and would appoint the directors
and officers of the Company.  As of April 30, 2010, the transaction
has not been consummated.
  8.
INCOME TAXES
 
 a) Deferred
Income Taxes
 
 The
Company has no deferred income tax assets.
  b) Current
Income Taxes
 
 The
Company has no current income tax liabilities.
 
 c) Income
tax losses carried forward
 
 The
Company has non-capital losses for tax purposes which may possibly be applied
against future taxable income.
 
 10.
SEGMENTED INFORMATION
 
 The
Company operates in only one business segment, namely the oil & gas
exploration and production industry in North America. All of the Company’s
assets are located in Canada.
 
 11.
FAIR VALUE MEASUREMENTS
 
 The
Company follows ASC 820-10, “Fair Value Measurements and Disclosures” (ASC
820-10), which among other things, defines fair value, establishes a consistent
framework for measuring fair value and expands disclosure for each major asset
and liability category measured at fair value on either a recurring or
nonrecurring basis. Fair value is an exit price, representing the amount that
would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants. As such, fair value is a market-based
measurement that should be determined based on assumptions that market
participants would use in pricing an asset or liability. As a basis for
considering such assumptions, a three-tier fair value hierarchy has been
established, which prioritizes the inputs used in measuring fair value as
follows:
  F-9
  CURRENT
BUSINESS OPERATIONS
 EQUINOX
INTERNATIONAL, INC.
 (A
Development Stage Company)
 Notes
To The Financial Statements
 February
28, 2010 and 2009
  • Level
1—Inputs are unadjusted, quoted prices in active markets for identical assets or
liabilities at the measurement date.
 
 Fair
valued assets that are generally included in this category are cash equivalents
comprised of money market funds, restricted cash and short-term
investments.
 
 • Level
2—Inputs (other than quoted prices included in Level 1) are either directly or
indirectly observable for the asset or liability through correlation with market
data at the measurement date and for the duration of the instrument’s
anticipated life.
 
 At
December 31, 2009 and 2008, the Company did not have any fair valued assets or
liabilities classified as Level 2.
 
 • Level
3—Inputs reflect management’s best estimate of what market participants would
use in pricing the asset or liability at the measurement date. Consideration is
given to the risk inherent in the valuation technique and the risk inherent in
the inputs to the model.
 
 At
February 28, 2010, and 2009, the Company did not have any fair valued assets or
liabilities classified as Level 3.
 
 Assets
measured at fair value as of February 28, 2010 and 2009 are classified below
based on the three fair value hierarchy tiers described above (in
thousands):
 
 -
      - Fair Value Measurement Using - -Carrying
      Value
                
                Level
      1
                
                
                Level
      2
                
                
                Level
      3February
      28, 2010Cash
                
                $
                0
                
                
                $
                -
                
                
                $
                -February
      28, 2009Cash
                
                $
                13,462
                
                
                $
                -
                
                
                $
                -
 
 12. SUBSEQUENT EVENT
 
 On April
20, 2010, the Company filed an amendment to its articles of incorporation with
the Secretary of State for the State of Nevada for the purpose of increasing its
authorized capital shares from 75 million common shares, par value $.001 per
share to 200 million common shares, par value $.001 per share, and changing its
name to “Biostem U.S. Corporation”, with both changes having a delayed effective
date of the close of business on May 5, 2010, in order to accommodate the
consummation of the change of control transaction more particularly described in
Note 7 above. The Company anticipates closing such change of control transaction
at that time, which will require the Company to issue 20,400,000 new restricted
shares of its common stock to Biostem (or, at the election of Biostem, to the
members of Biostem) and undergo a change of CUSIP number and stock
symbol.  The required notices of the name change, increased share
capital and CUSIP change have been filed by the Company with the Financial
Industry Regulatory Authority, Standard & Poor’s, and the Depository Trust
Corporation.
 F-10