UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549



                                   FORM 10-KSB



   [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                                      1934.

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2007

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934.

           FOR THE TRANSITION PERIOD FROM      , 20  , TO      , 20  .

                             COMMISSION FILE NUMBER
                                     0-17232

                      STEM CELL THERAPY INTERNATIONAL, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)



                NEVADA                               88-0374180
   (STATE OR OTHER JURISDICTION OF
    INCORPORATION OR ORGANIZATION)    (I.R.S. EMPLOYER IDENTIFICATION NUMBER)


                 2203 N. LOIS AVENUE, 9TH FLOOR, TAMPA, FL 33607
                     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                  (813) 600-4088
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


                               [GRAPHIC  OMITED]



     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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. [x]
YES  [ ]  NO

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

Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the  Exchange  Act)  [ ] YES [x]  NO

State  issuer's  revenues  for  its  most  recent  fiscal  year  $345,510


                                        1
<PAGE>

Aggregate  market  value  of  the  voting  and  non-voting  common equity of the
registrant  held  by  non-affiliates  of  the  registrant at March 31, 2007, was
$10,348,611  based  upon  the  closing  sale  price of $0.30 or the Registrant's
common  stock,  $.001  par  value,  as  reported  by the National Association of
Securities  Dealers  OTC  Bulletin  Board  on  June  22,  2007.

     There  were  34,750,889  shares  of the Registrant's $.001 par value common
stock  outstanding  as  of  June  20,  2007

     Transitional  Small  Business  Format  (check  one)  Yes   NO

                      STEM CELL THERAPY INTERNATIONAL, INC.
                               FORM 10-KSB - INDEX

Part  I

Item 1. Description  of  Business

Item 2. Description  of  Property

Item 3. Legal  Proceedings

Item 4. Submission  of  Matters  to  a  Vote  of  Security  Holders

Part  II

Item 5. Market  for  Common  Equity  and  Related  Stockholder  Matters

Item 6. Management's  Discussion  and  Analysis

Item 7. Consolidated  Financial  Statements

Item 8. Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
     Financial  Disclosure

Item 8A. Controls  and  Procedures

Item 8B Other  Information

Part  III

Item 9. Directors,  Executive  Officers,  Promoters,  and  Control  Persons;
     Compliance  with  Section  16(a)  of  the  Exchange  Act

Item 10. Executive  Compensation

Item 11. Security  Ownership  of  Certain  Beneficial  Owners and Management and
     Related  Stockholder  Matters

Item 12. Certain  Relationships  and  Related  Transactions

Item 13. Exhibits  and  Reports  on  Form  8-K

Item 14. Principal  Accountants  Fees  and  Services

                                        2
<PAGE>

STEM  CELL  THERAPY  INTERNATIONAL,  INC.

This  Annual  Report  on  Form  10-KSB  and the documents incorporated herein by
reference contain forward-looking statements that have been made pursuant to the
provisions  of  the  Private  Securities  Litigation  Reform  Act  of 1995. Such
forward-looking  statements  are  based  on  current expectations, estimates and
projections  about  Stem Cell Therapy International, Inc.'s industry, management
beliefs,  and  assumptions  made  by  management.  Words  such as "anticipates,"
"expects,"  "intends,"  "plans," "believes," "seeks," "estimates," variations of
such words and similar expressions are intended to identify such forward-looking
statements.  These  statements  are not guarantees of future performance and are
subject  to  certain  risks, uncertainties and assumptions that are difficult to
predict;  therefore, actual results and outcomes may differ materially from what
is  expressed  or  forecasted  in  any  such  forward-looking  statements.

PART  I

ITEM  1.     DESCRIPTION  OF  BUSINESS

COMPANY HISTORY

   Stem  Cell  Therapy  International,  Inc.  (the  "Company") is engaged in the
licensing  of  stem  cell  technology,  the  sale of stem cell products, and the
referral  of  patients to affiliated stem cell clinics through it's wholly-owned
subsidiary Stem Cell Therapy International Corp ("Stem Cell Florida"), which the
Company  acquired in 2005. The complete history of the Company and its operating
subsidiary  is  as  follows:

   The  Company's  operating  subsidiary is Stem Cell Florida. Stem Cell Florida
was  incorporated  in  Nevada  on  December 2, 2004, with the primary purpose of
establishing stem cell transplantation clinics and stem cell marketing. Prior to
the  reverse  acquisition,  as  discussed  below, and since inception, Stem Cell
Florida  was  a  development  stage company whose activities had been limited to
raising  capital,  organizational  matters,  and the structuring of its business
plan.  Stem  Cell  Florida  remains  in  a  developmental  stage, as the Company
continues  to  focus primarily on developing its business strategy and financing
the  Company.

   The  Company  was  originally  incorporated in Nevada on December 28, 1992 as
Arklow  Associates,  Inc. On March 20, 1997, the Company changed its name to The
Ultimate  Cigar  Company, Inc. On July 22, 1999, the Company changed its name to
Ultimate  Direct,  Inc.  On  January  11,  2005, the Company changed its name to
Altadyne,  Inc.

   On  March  20,  2005,  R  Capital  Partners,  Inc.,  a Nevada Corporation ("R
Capital"),  acquired  the  Company  (then  Altadyne,  Inc.,  a  shell  company).

   On  September  1,  2005,  R Capital, Stem Cell Florida, and the Company (then
Altadyne,  Inc.)  entered into a Reorganization and Stock Purchase Agreement. At
that  point,  the  Company  had  no  assets,  liabilities or ongoing operations.
Pursuant  to the agreement, Altadyne acquired 100% of the issued and outstanding
shares  of  common stock of Stem Cell Florida in a non-cash transaction and Stem
Cell  Florida became a wholly-owned subsidiary of Altadyne. As consideration for
100%  of  the shares of Stem Cell Florida, the shareholders of Stem Cell Florida
acquired  (1)  shares newly issued by the Company (then Altadyne, Inc.), and (2)
certain  shares  transferred  by  R Capital. Of the 22,500,000 shares originally
held by R Capital, R Capital retained 4,349,196 shares and transferred 4,000,000
shares  to  finders  unaffiliated  with  R  Capital.  R  Capital transferred the
remaining  14,150,804 shares held by it to the shareholders of Stem Cell Florida
and  others.  In  addition,  the  Company  issued  11,030,000  new shares to the
shareholders of Stem Cell Florida and others. The recipients of these 25,180,804
shares  include  the shareholders of Stem Cell Florida, unaffiliated consultants
in  exchange for services, and members of the President's family in exchange for
a  reduction  in  debt  owed  to  the  President.

   As  a  result  of  this  transaction, Stem Cell Florida became a wholly owned
subsidiary  of  the  Company (then Altadyne, Inc.), and the shareholders of Stem
Cell  Florida  became shareholders of the Company. The Company assumed operation
of  the  business of Stem Cell Florida, which was to establish stem cell therapy
clinics  and  stem  cell  marketing. On October 5, 2005, the Company changed its
name to Stem Cell Therapy International, Inc. to reflect the new business of the
Company.

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<PAGE>
COMPANY AND BUSINESS OVERVIEW

   The  Company's  executive  management  team  are: Calvin C. Cao, Chairman and
Chief Executive Officer; Daniel J. Sullivan, Chief Financial Officer; and Lixian
Jiang,  Chief  Operating  Officer  and  Patent  Trademark  Counsel.

   We  are  indirectly  involved, as a "middle man," in research and development
and  practical  application  within  the  field  of  regenerative medicine. SCTI
provides  allo  (human)  stem cell biological solutions that are currently being
used  in  the treatment of patients suffering from degenerative disorders of the
human  body.  The  Company  has  established  three  agreements  with  highly
specialized,  professional  medical  treatment facilities in the Ukraine, Mexico
and  China  and  are  pursuing  other facilities where Stem Cell Transplantation
therapy  is  approved  by  the  appropriate  local  government  agencies.

   We  intend  to  provide  these biological solutions containing allo stem cell
products  also  in  the  United States to universities, institutes and privately
funded  laboratory  facilities  for  research  purposes  and  clinical  trials.

   Our  mission  is  to  make  available  our  stem  cell  products to treatment
facilities  around  the  world,  so  that patients suffering from biological and
neurological disorders, previously deemed incurable by traditional medicine, may
find a solution to their disabling and crippling conditions within the new field
of  stem cell transplantation therapy. Our products include solutions containing
allo  stem  cell  biological solutions, adult stem cells (stem cells that remain
undifferentiated  in  a mature organism) and stem cells which are extracted from
umbilical  cord  blood.

   Members  of  our  U.S.  and  European  Medical and Scientific Advisory Boards
review  each  patient's  condition  and  medical  history.  They  establish  an
individual  treatment  protocol  for  each patient that includes the appropriate
stem  cell  transplantation  therapy,  the  number  of stem cell doses required,
special  diet  and  lifestyle  recommendations  as  well as physical therapy and
specific  exercise and recovery programs. There are no set criteria to determine
these  questions; the members of each Board use their professional expertise and
judgment to determine the treatment protocol on a case by case basis. The Boards
consist  of  independent  consultants.

   In  the  future  we  plan  to  introduce  a  number  of  different  cures and
treatments,  and develop vertical markets in all aspects of stem cell use, which
will  improve  the  quality  of life for thousands of patients around the world,
much  sooner  than  later.

   Stem  cell  transplantation  therapy  is  a  field  of  medicine  which  uses
techniques  and  technologies  that  rely  on  replacing  diseased,  damaged  or
dysfunctional  cells  with healthy, functioning ones. This therapy is similar to
the  process  of  organ transplantation where the treatment only consists of the
transplantation of allo stem cells into the body rather than entire organs, thus
eliminating  any  chance of rejection, or the need for expensive and potentially
dangerous  immunosuppression  drug  therapy (the use of drug therapy to suppress
the  immune  system,  in  order  to  prevent  the immune system from attacking a
transplanted  organ).  See Mayo Clinic Medical Services, "Stem Cell Transplant,"
at  www.mayoclinic.com/health/stem-cell-transplant/CA00067.

   These  new  techniques  are being applied to potentially finding a cure for a
wide  range  of  human  disorders,  including  neurological  diseases  such  as
Alzheimer's,  Parkinson's  Disease,  ALS  (which  is  also commonly known as Lou
Gehrig's  disease), leukemia, muscular dystrophy, multiple sclerosis, arthritis,
spinal  cord  injuries,  brain  injury, stroke, heart disease, liver and retinal
disease,  diabetes as well as certain types of cancer and can alleviate the side
effects  of  chemotherapy.  See  "List  of  Diseases  Potentially Treated by the
Company's  Technology"  below  page  14  for  a  more  complete  discussion.


   We have an agreement with a treatment facility in Kiev in the Republic of the
Ukraine.  Since  1981,  the study and production of biological preparations from
animal  and  human  cells  were  being  carried  out within the framework of the
scientific  programs  under  the  aegis of the National Academy of Sciences, the
Medical  Academy of Sciences, the Ministry of Public Health and the Coordination
Center  for Organ, Tissue, and Cells Transplantation within the Ukraine Ministry
of  Public  Health.  The  applications of biological stem cell preparations have
been  sanctioned by the Ministry of Public Health of the Ukraine since 1991 (The
end  of  communist  control in the Ukraine). See P. Filaroski, "ALS Victim Hunts
for  Cure  in  Ukraine  Clinic  Offers Hope in Stem Cell Treatment," The Florida
Union-Times,  July  17,  2002.

                                        4
<PAGE>

   We  also have affiliate treatment facilities in Tijuana, Mexico and Shenzhen,
China.

   The  Company's  offices  are  presently located at 2203 N Lois Ave 9th Floor,
Tampa,  FL  33607.  The  Company's  website  is  HTTP://WWW.SCTICORP.COM.

PRINCIPAL PRODUCTS AND SERVICES

   We do not directly offer any medical advise, diagnosis or treatment involving
Stem  Cells, and we do not create stem cells. Instead, we have obtained licenses
for stem cell technology and essentially act as a "middle man" between stem cell
product  suppliers,  clinics, and patients. Our stem cell products are presently
manufactured  in Ukraine, Mexico and China. We have a License Agreement with ICT
with respect to distribution of their biological solution of stem cell materials
in  many  countries  of the world, but we have to date focused only on countries
which  allow  use  of  such  products.

   To  date,  we  have  referred  patients  for treatment to facilities in Kiev,
Ukraine,  Tijuana,  Mexico  and  Shenzhen,  China.  All  of  these  clinics  are
independently  owned  and  operated by the treating physicians at each location.
Our  involvement  is to refer patients for treatment to either facility. We also
purchase  the  stem  cell  biological  solution  used  for  the treatment of the
patients  from  each  location.  Beyond the referral service and the purchase of
the  stem cell biological solution, we have no involvement or control on how the
clinics  are  staffed or operated, that function remains with the local treating
physicians.  These  clinics  operate  independently  of  our operations, receive
patients  from  sources in addition to our referrals and are controlled by their
principals  without  management  assistance  or  direction  from our operations.

   While we may enter into relationships with other facilities in the future, to
date  we  only  have  utilized the services of the three independent clinics for
referrals of our patients.  Since September 2006, all referrals of patients have
been  to  treatment  facilities  located  in  Mexico  and  China.

   Accordingly, our primary source of revenue comes from: (1) providing referral
services,  including  information  and  education services, to patients, and (2)
purchasing  stem  cell products that they will use on the patients that we refer
to  them.  The  amount  we  charge  for  these  services  is comparable to other
companies  providing this type of referral service.  We have negotiated with the
three  treatment  facilities  we  utilize  and  will negotiate with other future
clinics  we intend to utilize for the pricing of the biological solution of stem
cell  materials which we supply to them. The terms and conditions, including any
potential  volume  discounts,  are  negotiated  on  an  individual  basis.

   We  have established a Medical and Scientific Board of Advisors (the Advisory
Board)  who  act  as  consultants  and  whose responsibility is to determine any
potential patients' medical condition based on specific medical test results and
other  information  that  is provided by the patient's treating physician. These
consultants are neurosurgeons, M.D.'s, Ph.D.'s, scientists and research fellows,
all  of  whom  are  currently  working  in  the field of stem cell treatment and
research.  The  Advisory  Board  determines  the  viability  of  the  stem  cell
transplantation  therapy  for  each  potential  patient  and  whether or not the
potential  patient  will benefit from stem cell treatment. If the Advisory Board
determines  that  a patient's condition will not improve upon receiving the stem
cell  transplantation,  then the patient is not accepted for treatment. However,
if  the  Advisory  Board  determines that the patient may benefit from stem cell
transplantation,  then  management, the Advisory Board and the patient determine
which  treatment  facility  will  provide  the  best  possible treatment for the
patient's condition. Each member of the Advisory Board received a one-time award
of  10,000  shares  of  restricted common stock as compensation for the services
provided  to  the  Company.  These shares are awarded without regard to how many
patients are recommended for stem cell therapy, if any. Management believes that
it  has  recruited industry respected individuals to form the Advisory Board and
encourages  those members to recommend only what is in the best interest of each
patient.  A  potential  conflict  of  interest  may  exist as the members of the
Advisory  Board  are  compensated  with restricted common stock and the value of
that  common  stock  may  be  influenced  by  the  number  of patient procedures
recommended  by  the  Advisory  Board.  In addition, two members of the Advisory
Board  are  located  in Mexico and provide treatment services to patients, which
could  result  in  an  additional  conflict  of  interest.

   In  addition,  some  members  of  the Advisory Board are requested to perform
additional  services,  such as evaluating new technologies and products that are
available  for  stem  cell  treatment.  In  exchange  for  these services, these

                                        5
<PAGE>
members  are  compensated  with  additional  shares  of  restricted common stock
equivalent  in  value  to  the services provided, as determined by the Company's
management.

   Although  the market for our services is in its infancy and still developing,
the  potential  market includes any person with a disease or injury that becomes
treatable by stem cell therapy. Thus, our market depends largely on the Research
and  Development  efforts  of our affiliates and others from which we may obtain
licenses  in  the  future.

Information,  Education  and  Referral  Services

   Through  our  website  and  organizations  like  the  StrokeNetwork.org,
DifferentStrokes.org,  the  MS  Society, we have a worldwide referral network of
potential patients seeking stem cell treatment.  We offer information, education
and referral services for those individuals with degenerative conditions seeking
stem  cell  and related therapies in a lawful jurisdiction outside of the United
States.

Sales of Stem Cell Products

   Once we have referred patients to an affiliated clinic, we supply that clinic
with the stem cell products that they will use on the referred patients which is
acquired  from  local stem cell manufacturers.  Our principal stem cell products
are  solutions containing allo stem cell biological solutions, either adult stem
cells  or  stem  cells  which are extracted from umbilical cord blood. We do not
directly  collect,  culture  or  clone  stem  cell  lines.  We provide stem cell
products and technology to clinics in Ukraine, Mexico and China (although we may
have  future  affiliations),  which are highly specialized, professional medical
treatment  facilities  around  the  world  in  locations  where  Stem  Cell
Transplantation  therapy  is  approved  by  the  appropriate  local  government
agencies.

   Our  mission  is  to  make  available  its  stem  cell  products to treatment
facilities  around  the  world,  so  that patients suffering from biological and
neurological disorders, previously deemed incurable by traditional medicine, may
find a solution to their disabling and crippling conditions within the new field
of  stem  cell transplantation therapy. We also intend to provide these products
in the United States to universities, institutes and privately funded laboratory
facilities  for  research purposes and clinical trials, to the extent allowed by
United  States  law.

OVERVIEW  OF  STEM  CELLS  AND  THEIR  BENEFITS

   Stem  Cell Transplantation is a minimal surgical procedure that has been used
successfully  for  more  than 70 years as a treatment of many diseases for which
modern  medicine  has  had no therapy, or in which traditional therapies stopped
being effective. A documented 5 million patients have already been treated using
Stem  Cell  Transplantaion  worldwide  to-date,  evidenced  by  over  140,000
publications  in  MEDLINE.  For  a complete resource on stem cells and stem cell
transplantation,  visit  www.nlm.nih.gov/medlineplus/stemcellsandstemcell
transplantation.html.

   Stem  cell  transplantation  is  not a "wonder drug," or a transplantation of
some  "wonder  cell"  that will cure everything. The body of every member of the
animal  kingdom,  including  man, is built from about 200 kinds of cells, see P.
Dasgupta,  "Much  Ado  about Stem Cells," The Statesman SciTech Supplement, Aug.
20,  2001, available at http://cactus.eas.asu.edu/ Partha/columns.htm, and since
1998  the  Company's  affiliated  entities  have  been able to prepare stem cell
transplants  and  make such transplants available for patient treatment, without
immunosuppression.

   This  is  the  result  of  more  than  20  years  of ongoing research by many
individuals  and  companies,  and  clinical  experience  with  stem  cell
transplantation  in  patients  suffering  from  those  diseases where physicians
recognized  that  their  patient needed an outright transplantation of allo stem
cells  to  replace the dead or non-functioning cells, or a direct stimulation of
regeneration  (i.e.  repair) of the damaged cells and tissues of various organs.

   There  are  crucial  differences  in the mechanism of the action of Stem Cell
Transplantation  as  opposed  to  traditional  drug (chemical) therapy and organ
transplantation; Cell transplantation is a vastly different approach to existing
medical therapy. Everything in the living body is in constant motion: electrons,
protons,  and other elementary particles of each atom, all atoms, all molecules,
all  cell  organelles  (the  specialized  parts of a cell, analogous to a cell's
"organs"),  as  well  as all fluids, which represent between 75% and 55% of body
weight. See University of Massachusetts, Amherst Dining Services, "The Six Basic
Nutrients,"  at

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<PAGE>
http://www.umass.edu/diningservices/nutrition/six_basic_nutrients.html. Further,
there  is electromagnetic radiation associated with all such movement, a subject
almost  completely neglected by medical science. The final result of all of this
activity is that every cell in your body (with the possible exception of certain
neurons)  is  programmed  to  die.  All cells of our body are being continuously
replaced,  albeit  each  kind  with  different  speed. See generally Christopher
Potten  and  James  Wilson,  Apoptosis:  the  Life and Death of Cells, Cambridge
University  Press  (2004) for a complete discussion on the death and replacement
of  the  body's  cells.

   It  is  common  knowledge among the medical community that generally in every
disease the principal cells of a diseased organ die faster than the sick body is
able  to  replace them. When the quantity of principal cells of a diseased organ
drops below a certain limit, the organ dies. If it is a vitally important organ,
without  which  one cannot live, such as the heart, liver or brain, for example,
and  surgeons  cannot replace such a dying organ, the sick organism will die, as
well.  Current medicine knows of one treatment only when it becomes mandatory to
replace  dead  cells,  tissues,  or organs--transplantation. Transplantations of
organs from human donors, such as heart, kidney, liver, etc., have become fairly
common  nowadays.  See  "The  Future  of  Organ  Transplantations,"  at
http://www.itvisus.com/programs/cemr/press_futureorgan.asp.  These  are  life
saving  major surgical procedures, usually done as a "treatment of last resort."

   Besides  the  obvious  surgical risk, there is always a problem of rejection.
See  "Transplant  Rejection,"  at
http://en.wikipedia.org/wiki/Transplant_rejection.  The  body  of  the recipient
patient  rejecting  a  transplanted  organ  from  another  body is almost always
guaranteed  as  an issue in transplantation surgery, and the only way to prevent
it  is  by  taking immunosuppressants (drugs used to suppress the immune system)
for  the  rest  of the patient's life. These drugs can stop a rejection for some
time, but only at the expense of serious, often life-endangering, complications.
By  suppressing  the patients' immune system it leaves the patient vulnerable to
many  types  of  infectious  diseases.  See  "Immunosuppression,"  at
http://en.wikipedia.org/wiki/  Immunosuppression.

   Some  organs  cannot  be  transplanted, such as the brain, spinal cord, eyes,
neural  system  or the immune system, so that many diseases cannot be treated by
organ  transplantation.  See  "Whole  Body  Transplant"  at
http://en.wikipedia.org/wiki/B  rain_transfer;  Boulder Eye Surgeons, "Basic Eye
Facts,"  at  http://www.bouldereyesurgeons.com/basiceyefacts.htm;  F.  Wilt,
"Continuation  of  Discussion  of  Cloning,"  at
http://mcb.berkeley.edu/courses/mcb31/lect10.html.

   Transplantation  of  bone  marrow hematopoitic stem cells was introduced into
clinical  practice  in  the  1950s,  approximately  the  same  time as the first
successful organ transplantation. See The Fred Hutchison Cancer Research Center,
"The  History  of  Transplantation,"  at
http://www.fhcrc.org/science/clinical/ltfu/faqs/transplantation.html;  The
Southeast  Tissue  Alliance,  "History  of Organ and Tissue Transplantation," at
http://www.donorcare.org/  about_history.html.  The  Company  believes that stem
cell  transplantation  will  dominate the medicine of the 21st century. The main
reasons  for  such  statements  are:

1)   Stem cell transplantation is a minor procedure for a patient, (no more than
an  Intra  Muscular injection or an Intra Venus drip like a transfusion) and for
that  reason  the Company believes it can be, and should be, used in the earlier
stages  of  those  diseases that current medicine cannot cure, or even treat. It
means  that  there  is  no logical reason to wait until the end-stage, as is the
case  with  organ  transplantation,  and  has  been  the  case  with  stem  cell
transplantation  until  now.

2)   One of the reasons why stem cell transplantation is such a simple procedure
for  a patient to go through is the principle of "homing." Homing means that the
respective stem cells do not have to be implanted directly into a damaged organ,
(e.g.  liver  stem cells into liver), they can be implanted into more accessible
superficial  tissues,  (e.g.  under  certain  connective tissues of an abdominal
muscle),  because  they  will  find  their  way  into  the  damaged organ, as if
"attracted"  by  it.  See  National  Heart,  Lung,  and Blood Institute, "Homing
Determinants in Stem/Progenitor Cells," 25 NIH Guide No. 24 (1996), available at
http://grants.nih.gov/grants/guide/rfa-files/RFA-HL-96-020.html.

3)   The  Company  believes  that  every diseased organ in the human body can be
treated  by  stem  cell  transplantation.

4)   Besides  serving  as  a replacement for dead cells of a diseased organ, the
transplanted  cells can bring back to life (or repair) those cells of such organ
which  actually  have not died, just stopped functioning properly as a result of
the  disease.  In  other  words,  besides  transplanting new stem cells there is
another  mechanism  of  action  of  stem  cell

                                        7
<PAGE>
transplantation:  a  direct  stimulation of regeneration (or repair) of existing
organs  at  the  cellular  level.  See  O.  Lindvall et al., "Stem Cells For the
Treatment  of  Neurological  Disorders,"  441  Nature  1094 (2006), available at
http://www.nature.com/nature/journal/v441/n7097/full/nature04960.html

5)   If stem cells are properly prepared, such as by the methods employed by the
Company,  they  can  be  implanted without immunosuppression, and thus avoid all
complications  caused  by  the use of such medications. For clinical examples of
the  use of stem cells without the need for immunosuppression, See Makkar, R. et
al.,  "Intramyocardial  Injection  of  Allogenic Bone Marrow-Derived Mesenchymal
Stem  Cells  Without  Immunosuppression  Preserves Cardiac Function in a Porcine
Model  of  Myocardial  Infarction,"  10  J.  Cardiovascular  Pharmacology  &
Therapeutics  225  (2005),  available  at  http://cpt.sagepub.com; Johns Hopkins
Heart  Institute,  "Stem  Cell  Therapy  Effectively  Treats  Heart  Attacks  in
Animals,"  at  http://www.hopkinsmedicine.org/  Press_releases/2004/

WHAT  IS  STEM  CELL  TRANSPLANTATION?

   Stem  cells  can  be  compared  to floating voters - they have yet to make up
their minds. They are unspecialized cells that can renew themselves indefinitely
and  develop  into specialized, more mature cells. They have the potential to be
useful  in  repairing or replacing damaged body parts, and the hope is that they
could be the basis for future treatments of many diseases, including Alzheimer's
and Parkinson's diseases, spinal cord injuries, multiple sclerosis and diabetes.

   Stem  cells can potentially be derived from several sources: (1) from embryos
while  they  are  still  microscopic  clusters  of cells; (2) from fetal tissue,
usually from aborted fetuses; and (3) perhaps with greater technical difficulty,
from  adult organs, for example from bone marrow during transplantation. See St.
Jude's  Children's  Research  Hospital,  "Stem  Cell  Sources,"  at
http://www.stjude.org/stem-cell-trans/0,2527,419_4135_6103,00.html.

   Possible sources of embryonic stem cells are embryos left over from fertility
treatment  that  would  otherwise  be  discarded, and specially created embryos.
Embryos  could  be specially created using standard in vitro fertilization (IVF)
techniques, whereby a sperm cell and an egg cell are combined. Other methods are
cloning  techniques,  such  as cell nuclear replacement (where the nucleus of an
adult  cell  is introduced into an unfertilized egg), and parthenogenesis (where
an  egg cell is activated into commencing development without being fertilized).
A  potential  advantage of cloning is that it could avoid the recognition by the
recipient's  immune  system  of  the  tissue  developed  from  the stem cells as
foreign,  and rejection of the tissue. Once isolated, stem cells can be cultured
and stored. As well as being potentially useful in treating disease (therapeutic
cloning),  cloned  embryos  could  be  implanted into a woman with a view to the
birth  of a child (reproductive cloning). See The Royal Society, "Stem Cells and
Cloning,"  at  http://www.royalsoc.ac.uk/landing.asp?id=1202  for  a  complete
resource  on stem cells and cloning. Neither the Company nor its affiliates have
any  plans  to  clone  human  embryos.

   Human  embryonic  stem  cells  were  successfully  isolated and cultured from
embryos  in  the United States in 1998. These embryos were produced for clinical
purposes,  and  donated  for the research. See "What is the History of Stem Cell
Research?"  at  http://www.allaboutpopular
issues.org/history-of-stem-cell-research-faq.htm.

In  summary:

-   Stem  Cell  Transplantation  is a surgical procedure that has its origins in
bone  marrow  transplants first performed in the 1950s, and has the potential to
treat many conditions for which modern medicine has had no therapy, or for which
'state-of-art'  therapies  stopped  being  effective;
 -   Stem  cell  transplantation  is  not  a  'wonder  drug';
-   Stem cell transplantation directly stimulates repair of the damaged cells of
any  and  all  organs  and  tissues, and replaces dead or non-functioning cells;
-   Stem  cells  can  be  of  human  (allo-)  or  animal  (xeno-)  origin;  and
-   Stem  cell  transplantation  can  be done through implantation by injection,
minor  or  major  surgery,  or  by  surface  application.


                                        8
<PAGE>

ILLUSTRATIONS  OF  STEM  CELLS  AND  HOW  THEY  WORK

   When  an  egg  is fertilized, the cells start to divide, first into two, then
four,  eight cells, and more and more cells. Cell division continues, after four
days  from fertilization, the conceptus (fertilized, pre-birth entity) becomes a
multi-cell  ball  called a blastocyst. After ten days, the blastocyst will begin
to form an embryo. The precursor stem cells of any and all organs or tissues are
harvested  along with other members of the cell family from the fetus at 27 days
and  can  be  transplanted into a patient to treat a variety of conditions. Stem
cells  can  regenerate into new cells, repairing or replacing the damaged cells.
Chemokine  Receptors


HEART WITH DAMAGED OR INJURED CELLS (DIAGRAM 2)
-----------------------------------------------
HEALTHY STEM CELLS
------------------
Healthy stem cells circulate and are attracted to damaged or injured cells


                               [GRAPHIC OMITED]



                                        9
<PAGE>

















BASIC STEM CELL CYCLE

                               [GRAPHIC OMITED]

The  following  photographs  are an example of a topological application of stem
cells  for  burn  patients.  The  patient depicted in the following graphics was
treated by our affiliate clinic in Kiev, which is run by ICT. All photographs of
the  patient  were  produced  by  ICT.

Burn  patient's  state,  before  and  after  stem  cell  vs.  traditional tissue
regeneration  therapy.  (Course  of  this  treatment  was  30  days)

                               [GRAPHIC OMITED]

                               [GRAPHIC OMITED]

                               [GRAPHIC OMITED]






                                       10
<PAGE>

   Burn  patients condition 30 days after beginning stem cell therapy and tissue
regeneration  therapy.  Stem  cell  biological solution applied 10 days prior to
picture  being  taken.

                               [GRAPHIC OMITED]

                               [GRAPHIC OMITED]


STEM CELL INDUSTRY CONSIDERATIONS

   In  the  nascent,  but rapidly growing field of stem cell therapies, products
are a long way from being commercialized. However, the market potential for stem
cell  therapies  products  is  very  large.  See  generally  "Cell  Therapy
Commercialization:  Applying  Stem Cell and Related Strategies," Drug and Market
Development  Publishing,  January,  2006.

   Much  has been made of President Bush's 2001 executive order limiting the use
of  federal  funds  for human embryonic stem-cell research. With this absence of
federal funding for stem cell research, researchers and stem-cell supporters are
seeking  private  investment  to  drive  the  science  and the industry forward.

   According  to  an  abundant  and diverse body of clinical studies, scientists
believe  embryonic  stem  cells,  which can grow and assimilate into any type of
body tissue, could eventually provide a unique way to repair damaged or diseased
tissue  and  treat  or cure ailments including Parkinson's disease, Alzheimer's,
diabetes  and  even  spinal  cord  injuries.  See  "List of Diseases Potentially
Treatable  by  the  Company's  Technology,"  below  page  15. Supporters say the
laboratory  creation  and  study  of  these  lines,  which  could  number in the
hundreds,  is  crucial  to  the  advancement  of  the  research.

   Private  donations  have  also  spurred  discovery  of new stem-cell lines at
Harvard,  which subsequently created the Stem Cell Institute, and the University
of  Wisconsin,  the  University  of  California  and Johns Hopkins have all made
advancements  in  stem-cell  research.

                                       11
<PAGE>
   According to an editorial published in RED HERRING (Feb 2003), stem cell
therapies are poised to capture what could be the biggest new market to hit
biotech in a decade, nearly equal to the whole biotech industry at present. This
estimate doesn't even address the market for stem cells capable of repairing
damaged vital organs like the brain, heart, and kidneys.

   California's  Proposition  71 currently allocates $3 billion funding for stem
cell research and development. Other states are rapidly following suit. On April
7,  2006,  for  example,  the  governor  of  Maryland signed a new bill into law
setting  aside  $15  million  for  stem  cell  research.

   According  to  the website of the U.S. NIDDK (National Institute of Diabetes,
Digestive  &  Kidney  Diseases)  18.2  million people - 6.3% of the population -
suffer from diabetes mellitus in the U.S. in 2000 and over 194 million globally.


COMPANY  STRATEGY

   Stem  Cell  Therapy International, Inc. is currently earning revenue from the
referral  of  patients  for treatment with stem cell technologies outside of the
United States, as it has done since 2005. The Company plans to expand its global
operations  to  meet  expanding  market  needs.  Growth  plans  include:

-     Expansion of indirect manufacturing capability, by acquiring licenses from
cryobanks  worldwide

-     Establishment  of  "showcase"  treatment  clinics:  We intend to establish
additional  treatment  clinics,  either by creating additional affiliations with
independent  clinics  or  by setting up and directly running our own clinics. We
intend  for  each  clinic to become a source of both company and revenue growth,
and also literally a "showcase" to demonstrate the efficacy, safety, and overall
benefits  of our products and Stem Cell Transplantation generally. To accomplish
these  goals,  the  Company  will hold these clinics to the highest standards of
quality  patient  care.

-     Increased  sales  to  clinics and physicians globally: We intend to create
additional  affiliations  with  treatment  facilities  and  clinics  in  lawful
jurisdictions  where  stem  cell  transplantation  therapy  is  permitted by the
appropriate government agencies. We will refer patients to these clinics as well
as  provide  the  supply  of  stem  cell  products  to  treat  these  patients.

-     Increased  sales  of  our  stem  cell  products  to university and private
laboratories  globally,  for  use  in  research  and clinical studies. We intend
increase  sales  by teaming up with global distributors of life science products
and  focus  on the sales and distribution of the biological solutions to be used
for  research  and  development  programs at universities and private laboratory
facilities.

-     Joint  Ventures  with Ministries of Health in different countries: We will
set  up  partnerships  with  different Ministries of Health that will allow stem
cell  transplantation in their jurisdiction by trained medical professionals and
treating  physicians.  We  will  supply  the stem cells and refer patients to be
treated  in  those  countries  as  per  our  agreements.

-     Expansion  of  involvement  with  research and development activities: Our
affiliates will continue to develop new stem cell products, and we will continue
to  seek  licenses  for  newly  developed  technology

-     Increasing  patent  portfolio:  We  currently  hold  rights  to 26 patents
registered  in  the  Ukraine.  We  intend  to  apply  for  patents  based on the
technologies behind these 26 Ukrainian patents in other countries, including the
United  States.  As  part of this endeavor, we will seek to acquire technologies
from  government  health  agencies.  We currently plan to work with the National
Institute  of  Health  in  the  United  States,  and  will consider working with
additional  government  health  agencies  in  the  future.

-     Licensing  of technology to appropriate partners: Where appropriate and in
the  best  interest  of  the Company, we will enter into License Agreements with
various  partners  to  allow  them  use  of  our  intellectual  property.

                                       12
<PAGE>

LIST  OF  DISEASES  POTENTIALLY  TREATED  BY  THE  COMPANY'S  TECHNOLOGY:

   Together  with  independent  clinical  research  studies,  our  affiliates'
successful  clinical  results  with  about  thirty  patients,  which the company
considers  quite  an  adequate  number  considering  the developmental stage our
industry  is  in,  have  demonstrated  several  categories  of  diseases  that
potentially  can  be  cured  or  otherwise  treated  by  the  use  of  stem cell
transplantation  therapy.

   The  following is a non-exhaustive list of diseases that have either actually
been  treated with stem cell therapy, or have had positive clinical results that
indicate  that  the  disease  may  be  treatable  in  the not-so-distant future:

Cancers and other Malignant Growths

-     Acute and Chronic Leukemia
-     Myelodysplastic Syndromes (Pre-Leukemia)
-     Hodgkin's Disease and other Lymphomas
-     Neuroblastoma
-     Brain Tumors
-     Ewing Sarcoma
-     Ovarian Cancer
-     Renal Cell Carcinoma
-     Small-Cell Lung Cancer
-     Testicular Cancer

SOURCES:  Family  Cord  Blood  Services,  "Stem  Cell  Applications,"  at
http://www.familycordbloodservices.com/applications_list.cfm  (hereinafter
"FCBS");  Cord  Blood  Registry,  "Current  Stem  Cell  Applications,"  at
http://www.cordblood.com/cord_blood_banking_with_
cbr/banking/diseases_treated.asp  (hereinafter "CBR"); Czyz, J. et al., "Outcome
and  Prognostic  Factors  in  Advanced  Hodgkin's Disease Treated with High-Dose
Chemotherapy  and Autologous Stem Cell Transplantation: a Study of 341 Patients"
15  Annals  of  Oncology  1222  (2004),  available  at
http://annonc.oxfordjournals.org.

Immunodeficiencies

-     Autoimmune Diseases
     o     HIV/AIDs
     o     Multiple Sclerosis
     o     Rheumatoid Arthritis
     o     Systemic Lupus Erythematosus
-     Histiocytic Disorders
     o     Familial Erythrophagocytic Lymphohistiocytosis
     o     Hemophagocytosis
     o     Histiocytosis-X
     o     Langerhans' Cell Histiocytosis
-     Congenital Immunodeficiencies
     o     Absense of T & B Cells
     o     Absense of T Cells
     o     Ataxia-Telangiectasia
     o     Bare Lymphocyte Syndrome
     o     Common Variable Immunodeficiency
     o     DiGeorge Syndrome
     o     Kostmann Syndrome
     o     Leukocyte Adhesion Deficiency
     o     Omenn's Syndrome
     o     Severe Combined Immunodeficiency
     o     Wiskott-Aldrich Syndrome
     o     X-Linked Lympho-proliferative Disorder
-     Other Immune Disorders
     o     Neutrophil Actin Dysgenesis
     o     Reticular Dysgenesis
     o     Chediak-Higashi Syndrome
     o     Chronic Granulomatous disease

SOURCES:  CBR;  FCBS;  Hearthstone  Communications,  Ltd.,  "Women's  Health
Information:  Diseases  Treated  by  Cord  Blood,"  (2006)  at
http://www.womens-health.co.uk/diseases_treated.html  (hereinafter
"Hearthstone");  E. Rivero, "UCLA AIDS and Stem Cell Researchers Discover Way to
Develop  T-cells  From  Human  Embryonic  Stem  Cells,  Raising Hopes for a Gene
Therapy  to  Combat  AIDS,"  UCLA  News,  July  3,  2006,  available  at
http://www.newsroom.ucla.edu;  Z. Galic, et al., "T lineage Differentiation from
Human  Embryonic  Stem  Cells,"  Proc. Natl. Acad. Sci. (2006), published online
before  print  at  http://www.pnas.org; R. Burt et al., "Hematopoietic Stem Cell
Transplantation:  A  New  Therapy  for  Autoimmune  Disease" 4 The Oncologist 77
(1999),  available  at  http://alphamedpress.org.

                                       13
<PAGE>

Metabolic Diseases

-     Endocrine Diseases:
     o     Diabetes Type 1 & 2
     o     Diabetic complications
     o     Hypothyroidism
     o     Suprarenal insufficiency
-     Cystic Fibrosis
-     Leukodystrophy:
     o     Krabbe's Disease (globoid cell leukodystrophy)
     o     Adrenoleukodystrophy
     o     Metachromatic Leukodystrophy
-     Gaucher's disease
-     Niemann-Pick Disease
-     Mucoplysaccharide Deficiencies:
     o     Mucopolysaccharidoses (MPS)
     o     Hurler's Syndrome (MPS-IH)
     o     Scheie Syndrome (MPS-IS)
     o     Hunter's Syndrome (MPS-II)
     o     Sanfilippo Syndrome (MPS-III)
     o     Morquio Syndrome (MPS-IV)
     o     Maroteaux-Lamy Syndrome (MPS-VI)
     o     Sly Syndrome, Beta-Glucuronidase Deficiency (MPS-VII)

SOURCES: CBR; Hearthstone; D. Castillo, "In Stem Cells, Researchers see Hope for
Cures"  Missourian  News,  April  28,  2006,  available  at
http://www.columbiamissourian.com/news/story.php?ID=19662  (hereinafter
"Castillo").

Neurological Diseases

-     Adulthood/Age-Related:
     o     Alzheimer's Disease
     o     Huntington's Disease
     o     Lou Gehrig's Disease
     o     Parkinson's Disease
-     Neurological Birth Defects:
     o     Autism
     o     Cerebral Palsy
     o     Down's Syndrome
     o     Epilepsy
-     Serious traumas of the spinal cord and cerebrum
-     Other Nervous System Disorders:
     o     Depression
     o     Loss of Memory
     o     Migraine
     o     Cerebral spastic infantile paralysis
     o     Neuritis
     o     Consequences of a cranio-cerebral trauma
     o     Encephalitis
     o     Stroke and its Consequences

SOURCES:  CBR; Castillo; Business Communications Company, Inc., "Down's Syndrome
Stem  Cells  Studied,"  Applied  Genetics  News,  Feb.  2002,  available  at
http://www.findarticles.com;  R.  Parker,  "Depression  Tied To Hippocampal Stem
Cells,"  Future  Pundit,  Oct.  30,  2002,  available  at
http://www.futurepundit.com/archives/000477.html;  Harvard  Stem Cell Institute,
"Nervous  System  Diseases  Program,"  at
http://stemcell.harvard.edu/research/disease/neuro; Center for Immunotherapy and
Cell-Based  Technologies,  "Stem  cell  therapy  for  the  spinal  cord  injury
treatment"  at  http://www.transplantation.ru/spinal-cord-injury-treatment.php.

Blood and Bone Marrow Disorders

-     Myeloproliferative Disorders
     o     Acute Myelofibrosis
     o     Agnogenic Myeloid Metaplasia
     o     Essential Thromocythermia
     o     Polycythemia Vera
-     Inherited Red Cell Abnormalities:
     o     Beta Thalassemia Major
     o     Blackfan-Diamond Anemia
     o     Pure Red Cell Aplasia
     o     Sickle Cell Anemia
-     Inherited Platelet Abnormalities
     o     Amegakaryocytosis/ Congen-ital Thrombocytopenia

-     Plasma Cell Disorders
     o     Multiple Myeloma
     o     Plasma Cell Leukemia
     o     Waldenstrom's Macroglobulinemia
-     Stem Cell Disorders
     o     Congenital Cytopenia
     o     Dyskeratosis Congenita
     o     Fanconi Anemia
     o     Multiple Myeloma
     o     Paroxysmal Nocturnal Hemoglobinuria
     o     Plasma Cell Leukemia
     o     Severe Aplastic AnemiSOURCES: CBR; FCBS; Hearthstone.

                                       14
<PAGE>

Other Organ-Specific Diseases

-     Cardiovascular system diseases:
     o     Myocardial infarction (heart attack)
     o     Cerebral atherosclerosis (Stroke)
     o     Essential hypertension
     o     Ischemic heart disease
     o     Neurocirculatory dystonia.
-     Muscular Dystrophy
-     Systemic diseases of connective tissue:
     o     Atrophic arthritis
     o     Systemic angiitis
     o     Systemic lupus
     o     Systemic scleroderma
     o     Systemic sclerosis
     o     Rheumatism
-     Respiratory diseases:
     o     Bronchial Asthma
     o     Bronchitis
     o     Chronic Pneumonias
     o     Chronic Obstructive Pulmonary disease
     o     Congenital Lung Hyoplasia
     o     Pulmonary Fibrosis
-     Liver diseases:
     o     Cirrhosis
     o     Viral and Toxic Hepatitis
     o     Liver Fibrosis
-     Kidney and urinary tract diseases:
     o     Pyelonephritis
     o     Cystitis
     o     Urethritis
     o     Urinary Incontinence
-     Obstetrics and gynecology:
     o     Premature detachment of the placenta
     o     Pre-term delivery
     o     Toxicosis of pregnancy
     o     Fetal hypotrophy
     o     Menopause
     o     Climacteric neuroses
-     Skin diseases:
     o     Psoriasis
     o     Tropic ulcers
     o     Dermatitis
-     Ocular diseases:
     o     Retinal Degeneration
-     Dental and oral cavity diseases.
-     Osteopetrosis

SOURCES: CBR; FCBS; Castillo; J. Morser et al., Eds., Stem Cells in Reproduction
and  in  the  Brain  (2006);  S. Terai et al., "Improved Liver Function in Liver
Cirrhosis  Patients  after  Autologous  Bone Marrow Cell Infusion Therapy," Stem
Cells  (2006),  electronically  published  ahead of print, abstract available at
http://stemcells.alphamedpress.org/cgi/content/abstract/2005-0542v1;The  Royal
Society,  "Dr  Fiona  Watt  FRS  -  Getting  under  the  skin,"  at
http://www.royalsoc.ac.uk/page.asp?id=1567  (2006);  L.  Hemphill,  "Dental stem
cells  have  been  characterized  for  tooth  tissue  engineering,"  at
http://www.eurekalert.org  (2006);  R.  Nash  et  al.,  "Allogeneic  Marrow
Transplantation in Patients with Severe Systemic Sclerosis: Resolution of Dermal
Fibrosis," 54 Arthritis & Rheumatism J. 1982 (2006); L. Bergeron, "Behind method
for  activating adult stem cells, a shaggy-mouse story," Stanford Report, August
24,  2005,  available  at
http://news-service.stanford.edu/news/2005/august24/mice-082405.html;  Home
Office  (UK),  "Stem  Cell  Therapy  for  Ocular Disease," Animals in Scientific
Procedures  (2006),  Abstract  available  at
http://scienceandresearch.homeoffice.gov.uk/animal-research/publications;  S.
Ricardo,  "Stem  Cells  in  Renal  Regeneration  and  Repair,"  at
http://www.med.monash.edu.au/anatomy/research/kidney-scarring.html  (2005); Stem
Cell  Network,  "Research  Overview,"  at
http://www.stemcellnetwork.ca/research/overview.php  (2005);  Harvard  Stem Cell
Institute,  "Cardiovascular  Disease,"  at
http://stemcell.harvard.edu/research/disease/cardio  (2005);  "Stem  Cells  'To
Treat  Liver  Harm'"  BBC  News,  December  16,  2004,  available  at
http://news.bbc.co.uk;  I.  Neuringer  and  S. Randel, "Stem Cells and Repair of
Lung  Injuries,"  5  Respiratory  Research  6  (2004),  available  at
http://respiratory-research.com;  "Stem  Cells  Offer  Hope  for  Urinary
Incontinence"  Health  Day  News,  Nov.  29,  2004,  available  at
http://www.medicineonline.com/conditions/article.html?articleID=3055; A. Perillo
et  al.,  "Stem  cells  in  gynecology  and obstetrics," 46 Panminerva Medica 49
(2004),  available  at  http://www.minervamedica.it/index2.t; "Healing the Heart
with  Stem  Cells"  Blood  Weekly,  Sept.  4,  2003,  available  at
http://www.newsrx.com/newsletters/Blood-Weekly/2003-09-04.html;  "Bone  Marrow
Cells Capable of Becoming Kidney Cells," Daily University Science News, July 25,
2001,  available  at http://unisci.com; Department of Health and Human Services,
"Can Stem Cells Repair a Damaged Heart?" in "Stem Cells: Scientific Progress and
Future  Research  Directions"  (2001),  available  at
http://stemcells.nih.gov/info/scireport;  P.  Goodenough,  "Adult Stem Cells May
Help  Treat  Kidney  Disease,"  at
http://www.cnsnews.com/Culture/archive/200107/CUL20010725b.html  (2001);
Department  of  Health  and  Human Services, "Stem Cells and Diabetes," in "Stem
Cells: Scientific Progress and Future Research Directions," (2001), available at
http://stemcells.nih.gov/info/scireport;  R.  K.  Burt  et  al., "Intense Immune
Suppression  for  Systemic  Lupus--the  Role of Hematopoietic Stem Cells," 20 J.
Clinical  Immunology  31  (2000);  C.  Padovan  et al., "Angiitis of the Central
Nervous  System  after  Allogeneic  Bone Marrow Transplantation?" 30 Stroke 1651
(1999),  available  at http://stroke.ahajournals.org/cgi/content/full/30/8/1651;
J.  Mastrandrea  et al., "Hemopoietic Progenitor Cells in Atopic Dermatitis Skin
Lesions,"  9  J.  Investigational  Allergology & Clinical Immunology 386 (1999).

                                       15
<PAGE>

Other Applications

-     Surgical Diseases
     o     Osteomyelitis
     o     Fractures
     o     Reconstructive Operations on Bone Tissue
-     Male and female sexuality:
     o     Impotency
     o     Sterility
     o     Contraception
-     Gerontology and Anti-Aging
-     Rejuvenation SC Therapy
     o     Increasing vitality
     o     Slowing down pre-senility
     o     Relieving age-related pathologies
     o     Prolonging life
     o     Improving memory
     o     Improving quality of life

SOURCES:  C.  Weinand  et  al.,  "Hydrogel-Beta-TCP Scaffolds and Stem Cells for
Tissue  Engineering Bone," 38 Bone 555 (2006); T. Rando, "Stem Cells, Ageing and
the  Quest  for  Immortality,"  441  Nature  1080  (2006),  available  at
http://www.nature.com/nature/journal/v441  /n7097/full/nature04958.html;  Center
for  Immunotherapy and Cell-Based Technologies, "Stem Cell Therapy for Chronical
Osteomyelitis,"  at  http://www.transplantation.ru/osteomyelitis.php
(2006);National  Institutes of Health, Clinical Trials, "Autologous Implantation
of  Mesenchymal  Stem  Cells  for  the  Treatment of Distal Tibial Fractures" at
http://www.clinicaltrials.gov/ct/gui/show/NCT00250302  (2005);  "Researchers
Identify  Gene  Linked To Sperm-producing Stem Cells In Mammals," Science Daily,
May  24,  2004,  available  at
http://www.sciencedaily.com/releases/2004/05/040524060300.htm;  M. Mattson, Ed.,
Stem  Cells: A Cellular Fountain of Youth (Advances in Cell Aging & Gerontology)
Elsevier  Publishing  Company (2002); R. Parker, "Depression Tied To Hippocampal
Stem  Cells,"  at  http://www.futurepundit.com/archives/000477.html  (2002).

                                       16
<PAGE>

   Based  on  the  enormous  amount of positive clinical studies in such a broad
array  of  different  diseases,  the Company firmly believes that every diseased
organ  may become treatable with stem cells, including diseases of the digestive
tract,  ear, nose and throat diseases, infectious diseases, allergies, and other
long-term  chronic  diseases  of  the  internal  organs.

   Our  affiliate  clinics in Kiev, Ukraine, Tijuana, Mexico and Shenzhen, China
have  treated  several  different  diseases, as described below. Even though the
Company  is  still  in  its  developmental  and  planning stage, to date we have
already  referred  several patients for treatment to each of the above treatment
facilities.

LICENSE  AGREEMENT  WITH  INSTITUTE  OF  CELL  THERAPY

   In  September,  2005,  the  Company  acquired Stem Cell Therapy International
Corp.,  a  Nevada Corporation ("Stem Cell Florida"), which became a wholly-owned
subsidiary  of  the Company and is currently the Company's operational business.
In  doing  so,  the  Company  acquired  the  entirety  of  Stem  Cell  Florida's
intellectual  property,  which  most  significantly included a License Agreement
with  the  Institute  of  Cell Therapy, a Kiev, Ukraine corporation ("ICT"), the
material  terms  of  which  are  as  follows:

   Effective  August  5,  2005,  Stem  Cell  Florida  entered  into  a licensing
agreement  with  ICT.  ICT  is  the owner of: (1) a unique process for producing
biological  solution of human stem cells (the "Process"); (2) 26 Patents related
to  stem  cell  transplantation  (the "Patents"); and (3) products consisting of
biological solution of human stem cells (the "Products"). ICT is in the business
of  producing  biological solution of human stem cells and engages in continuing
research  regarding  the  production  and  utilization  of  stem  cells.

   In  accordance  with  the  license  agreement,  Stem  Cell  Florida  obtained
exclusive utilization in all but the Ukraine, Dominican Republic and three other
countries  of  the  world (to be designated by ICT) of the Patents, the Products
and  the  Process  of  ICT  for  establishing  clinics,  marketing, treating and
administering  stem  cell  products  to  customers,  and selling certain limited
amounts  to  universities,  for  research  or  to  private  labs.

   The  licensing  agreement  also  functions  effectively  as  a  distribution
agreement  pursuant  to which Stem Cell Florida can purchase stem cell materials
for  delivery  to  patients  from  ICT.  Stem  Cell  Florida has a fixed pricing
arrangement  with  ICT. The biological component of a portion purchased from ICT
is  comprised  of  umbilical  cord  blood and includes additional growth hormone
additives  and  nerve  growth  factors.  The  Company was originally required to
purchase  a  minimum  quantity  of  60 portions from ICT in a given twelve month
period.  In  conjunction with the minimum purchase requirements, the Company had
provided ICT with a $120,000 irrevocable letter of credit in ICT's favor for the
first  three  year's  of  the  agreement,  of  which ICT had withdrawn $116,000,
however,  the  Company  is  not  required to replenished the amount due to ICT's
failure to deliver the product.  As long as the Company is satisfied to have ICT
provide the product on a non-exclusive basis it is not necessary to maintain the
$120,000  letter  of  credit  in  ICT's  favor.

   The  license  agreement  extends  for  ten  years  and  may be renewed for an
additional  ten  year  period.  In consideration for the license agreement, Stem
Cell  Florida issued 5,000,000 shares of common stock to ICT, which we valued at
$5,000 at the measurement date, and which are subject to resale restrictions and
limitations.

   Stem  Cell  Florida  recorded the $5,000 as a prepaid expense to be amortized
over  the  120  month life of the agreement at $47.67. When the Company acquired
Stem  Cell  Florida,  the Company re-classified the prepaid balance to show only
one  year's  worth of prepaid expense, with the remaining balance appearing as a
long-term  item.  The  Company  has  not purchased any stem cell materials since
September  2006  and  is  not  utilizing  the  technology patented by any of the
patents held by ICT.  As such, during the year ended March 31, 2007, the Company
impaired  the  remaining balance of $4,333 of intangible assets with a charge to
the  consolidated  statement  of  operations.


                                       17
<PAGE>

NUMBER  OF  PATIENTS  TREATED  BY  THE  COMPANY'S  AFFILIATES:

   The  company  does  not  directly  treat patients with Stem Cell Therapy, but
instead  refers  patients  to clinics affiliated with the Company. The following
table  reflects  the  treatments to date by clinics affiliated with the Company,
including  the  types of diseases treated and the number of patients treated for
each  disease:


DISEASES TREATED WITH SCTI PATIENT SPECIFIC         NUMBERS OF PATIENTS
STEM CELL TRANSPLANTS                               TREATED
--------------------------------------------------  -------------------
Type 1 Diabetes & Type 2 Diabetic complications                       5
--------------------------------------------------  -------------------
Stroke                                                                1
--------------------------------------------------  -------------------
Multiple Sclerosis                                                    2
--------------------------------------------------  -------------------
Acute Leukemia                                                        4
--------------------------------------------------  -------------------
Rectal Cancer                                                         1
--------------------------------------------------  -------------------
Congenital Aplastic Anemia                                            2
--------------------------------------------------  -------------------
Acquired Aplastic Anemia                                              4
--------------------------------------------------  -------------------
Closed abdominal injury, traumatic kidney rupture,
nephrectomy                                                           1
--------------------------------------------------  -------------------
Neuro-degenerative diseases                                           3
--------------------------------------------------  -------------------
Sigmoid colon cancer                                                  1
--------------------------------------------------  -------------------
Severe Skin Burn Patient                                              1
--------------------------------------------------  -------------------
Liver cirrhosis                                                       1
--------------------------------------------------  -------------------
Ovarian carcinoma                                                     3
--------------------------------------------------  -------------------


   The Company is presently affiliated with the following three clinics:

   1.   Kiev, Ukraine: Institute of Cell Technology,

   2.   Tijuana, Mexico: Dr. Salvador Vargas's clinic has been offering stem
cell transplants since 2000.

   3.  Shenzhen, China

   The  clinics  in  Kiev,  Ukraine,  Tijuana,  Mexico  and  Shenzhen, China are
independently  owned  and operated. We have no ownership and we do not treat any
patients.

   Instead  of  treating patients, we provide information and education services
to  patients  interested  in  Stem Cell Therapy, and if they elect to pursue the
treatment  we refer the patients to our Medical and Scientific Advisory Board, a
group  of independent consultants. The Board determines if the patient is a good
candidate  for  Stem  Cell  Therapy,  and  if  they  are, the Company refers the
patients  to  one  of our affiliated clinics. After we refer the patients to the
independent  clinics,  the  Company  has  no  further  discretion  regarding the
diagnosis,  treatment,  progress,  or  prognosis  of  the  patient.

MANUFACTURING

Basic Approach

   The  basis  of stem cell therapy is the presence of preparations of allo stem
cell  biological  solutions.  The  Company  holds licensing rights to a patented
unique  biological  solution,  which consists of hematopoietic human stem cells,
numerous  low-molecular  proteins,  nutrients, hormones and human growth factors
(compounds  made  by  the body to regulate cell division and cell survival). For
further  reference  this  whole  set  will  be  called  a "biological solution."

   Stem  cells are a fundamental principle of an organism; they give rise to all
220  types  of specialized cells and tissues of an organism. They are present in
the  human  embryo,  placental  complex,  an  adults'  bone  marrow  and also in
insignificant  number  in  other  tissues.  Their  main feature is an ability to
regenerate:  they  are  capable of making identical copies of themselves for the
lifetime  of  the organism. To put it simply, they are theoretically eternal. In
reality,  as a result of enduring infections, traumas, hereditary infringements,
harmful  factors of the environment and emotional stresses stem cells lose their
ability  of endless regeneration and basically that is the starting point of the
aging  processes and appearance of the long-term diseases which in turn stop the
processes  of  the  stem  cells  division.  If at birth their content equals one

                                       18
<PAGE>

stem  cell  to  10  thousand,  then at the age of 50 it is already one to half a
million  and  at the age of 70, one to a million of the hematopoietic cells. See
generally  Christopher Potten and James Wilson, Apoptosis: the Life and Death of
Cells,  Cambridge  University  Press  (2004).

   The  isolation  process  of  stem  cells  for  medical  purposes  is the most
expensive  part  of  modern  biotechnology for stem cells. Today there have been
effective  methods  worked  out  for the isolation of stem cells from an embryo,
fetus  and  umbilical cord blood (the rest of the blood in an umbilical cord and
placenta  after delivery). Modern technology allows for the preparation of these
cells  for  the  treatment  of  many  diseases.

   The  Company  believes  that  the  most  promising  way  to  create  this
individualized  medication,  which  could  be used in the case of disease or the
loss  of  any organ, is to keep stem cells in a frozen condition, collecting the
rest  of  the umbilical cord blood during a birth and using preparations created
on  their  basis.  Upon  introduction into the organism of a patient, stem cells
find  the  struck  organs,  the  so-called target organs, where they migrate and
provide  powerful  restoration  of  whole  biological  structures, normalize the
metabolism,  harmonize  the  immune  status  of  an  organism,  and  make active
antineoplastic  factors  (compounds  that  prevent the growth and development of
malignant  cells). This way cell suspension introduction results in the increase
of  the  number  of  leukocytes (white blood cells) in ontological patients with
chemo  rays depression of hemopoiesis (the formation of blood cells in the body)
from  2  to  5  thousand  for  two  weeks.

   Stem cells actively perform their main responsibility - they replace the sick
and  old cells of an aging organism rejuvenating it, which cannot be done by any
other  medicine.  Also,  highly active regulating factors are present within the
cells  suspension  which  exist  and work only during an embryonic period of the
organism's  development.  That  is  why the cells suspension introduction in the
adult  organism and engraftment of stem cells among the aging and pathologically
altered cells of this organism creates a unique situation when the most powerful
development,  renewal  and  functions'  ensuring  factors  that only exist start
constantly  influencing  the  cells  and  organs  of  the  adult  organism.

   These  biological  preparations  in  their  complex  state  influence:

-     normalization  and  stimulation  of  the  metabolism
-     rise  in  the  activity  of  the  immune  and  neuro-endocrinal  systems
-     strongly  marked  antineoplastic  action;
-     delay  pre-senility,  dynamically  rejuvenating  the  organism
-     strongly  marked  medical  effects  upon  diversified  pathologies

   In  the  Ukraine the study and production of biological preparations from the
animal  and  human  cells  were  being  carried  out within the framework of the
scientific programs under the aegis of the National Academy of Sciences, Medical
Academy  of  Sciences,  Ministry  of  Public  Health, Coordination Center of the
organs,  tissues,  and  cells  transplantation  of the Ministry of Public Health
ofUkraine.

   The  application of allo (human) biological preparations have been allowed by
the  Ministry  of  Public  Health  of  Ukraine  since  1991.

Cryopreservation

   The  ICT  Lab  in Kiev has developed and received a number of patents for the
preparation,  cryo-preservation  and the thawing process for biological material
which  results  in  a 99% survival rate of the original biological mass. It is a
unique  process  developed  by  ICT.

   Long-term  methods  of  storage have been used in medical practice for a long
time.  Among  those  commonly  famous methods of storage there is lyophilization
(freeze-drying), treatment by alcohol or formalin solutions and some others. But
the  basic  drawback  of  such  methods  of  storage  is  dehydration of protein
compounds which cause cells and tissues to completely lose their main biological
features  -  ability  to  function  after  transfusion.

   Nowadays, low temperatures are the only way to allow for the storage of cells
and  tissues  for long time intervals (running for years) in a viable condition.
Storage  in  liquid nitrogen at the temperature of -196 C is the basic method of
the  long-term  storage of biological objects today. The development of personal
modern  technologies of cryogenic-preservation, corresponding to world standards
as  well  as  observing  the demands of producing biological preparations, their
testing,  marking  and  storing  in  accordance  with statements of the European
Tissue  Banks  Association,  allowed  ICT  to  create  high-quality
cryogenically-preserved  embryonic  stem cells, tissue preparations and extracts
for clinical applicationand system of examination and treatment of patients with
minimum  risk  and  maximum  effect  with  the  most  diversified  pathologies.

                                       19
<PAGE>
Quality  Control

   The  efficiency  of  stem  cell therapy is ensured through the latest special
methods  of  bacteriological and virological control which guarantee the highest
quality of preparations. Every preparation prepared for use is supplied with its
own  certificate  containing  test  results  which  certify  the  safety of this
biological  preparation. The patient's safety assurance totally corresponds with
international  Standards  of  Activity of the European and American Tissue Banks
Association.


   The  Company  warrants that a batch of allo stem cell biological solution for
transplants  are  individually  prepared  for  a  specific  patient  have  been
manufactured in accordance with and in strict compliance with Good Manufacturing
Practice  ("GMP"),  and  following  the  regulations  of the U. S. Food and Drug
Administration  (the "FDA") as well as the respective regulatory agencies of the
European  Union. GMP is a set of guidelines established by the FDA regarding the
production  or manufacture of any drug or biological products. The FDA certifies
and  enforces  US manufacturers that comply with the GMP standards. Although the
Company  is  not  GMP  certified  or  GMP  enforceable  since  its manufacturing
facilities  are  located  outside of the U.S., we have voluntarily complied with
all  GMP  standards.  More  information  on  GMP  standards  is  available  at
www.gmp-online-consultancy.com.

   The  Company  follows  all  steps  recommended  by the FDA and the respective
counterpart  regulatory  agencies  of  the  EU. We have put into practice all of
these  recommendations  to  aid and assure top quality preparations of each allo
stem  cell biological solution therapy batch. In addition, many other specimens,
samples  of  each  stem  cell  transplant(s) prepared by the Company are kept in
liquid  nitrogen  at  its  laboratories,  pursuant  to  FDA  regulations.

RESEARCH  AND  DEVELOPMENT

   We  do  not  directly engage in Research and Development. Instead, we rely on
the  technology  that results from Research and Development activities performed
through  contractual  arrangements and possibly the technology that results from
such  arrangements in the future. ICT currently has a number of related projects
that  are  currently under development or contemplated for the near future. They
are  as  follows:

1.   ARTIFICIAL ORGANS:

Stem  cell  transplants  prepared by our method of primary cell culture are used
with  a bio-polymer base to produce artificial organs. All stem cell transplants
could  be  turned  into an artificial organ (individual specific organs that are
grown  outside  of the human body). This project is still in the planning stage,
and  ICT  has  yet  to  substantially  commence  this  project.

2.   BIOLOGICALLY ENHANCED BIO-POLYMER MATERIALS FOR SURGERY:

-     Bio-degradable  bio-polymers  used  together  with  an  osteogenetic
(bone-producing)  combination  of  stem  cell  transplants.
-     Foam  hydro  gel used together with a chondrogenetic (cartilage-producing)
combination  of  stem  cell  transplants.
-     Foam  hydro  gel used together with a soft tissue combination of stem cell
transplants.

This project is still in the planning stage, and ICT has yet to substantially
commence this project

   3. TOPOLOGICAL STEM CELL TRANSPLANTS FOR BURN VICTIM PATIENTS AND COSMETIC
SURGERY.

Stem  cells  are transplanted topologically (outside the skin) onto burn victims
and other cosmetic surgery patients. This project has already been developed and
tested  on  one  burn patient, as described and illustrated above in the section
entitled  "Illustrations  of  Stem  Cells  and How They Work." We have filed one
provisional  patent  in  the  United  States for the use of this stem cell-based
topological  cream.

MARKETING  AND  PROMOTION

   The  Company  intends  to offer the Clients a compelling proposition with the
potential  to  be quite valuable for many patients with degenerative conditions:
our  product  offers  a  potential solution when all traditional medical options
have  been  exhausted.  The Company seeks to increase the number of Clients that
make  a  purchase, to encourage repeat visits and purchases and to extend Client
retention.  Loyal, satisfied Clients also generate word-of-mouth advertising and
awareness,  and  are  able  to  reach  thousands  of other Clients and potential
Clients  because  of  the  reach  of on-line communication. The Company plans to
employ a variety of media, program and product development, business development
and  promotional

                                       20
<PAGE>
activities  to  achieve  these  goals. We put out periodic Press Releases on our
activities  that  are  distributed  by MacReport to numerous on-line publication
sites  as well as printed magazines, newspapers and newsletters. In addition, we
have  an  on-line  distribution  network that sends these releases to subscribed
potential  patients,  medical  practitioners,  patient networks and associations
(such  as the StrokeNetwork, Different Strokes, and Multiple Sclerosis Society).
Finally,  by  invitation  of  these  same organizations, we have participated in
various on-line "chat" seminars organized by these organizations to help educate
and  answer  questions  on  stem  ell  transplantation  therapy.

   Our  marketing  strategy  will  emphasize  some  basic  directives to keep us
focused  on  our  business  model. The Plan and its implementation are described
below:

-   The  Company's  clinics  will  be  used  as  labs  to  develop the stem cell
transplantation  therapies,  be a training facility for other doctors and a base
for  our  Tele-Medicine  and  web  based  Support  Application.

-   Our  goal  is  to  cause  the  medical  practitioners and clinics to network
together  and  propose  stem  cell  transplantation  to  their  patients  as  an
alternative  regenerative  medical  procedure.  We  plan to achieve this goal by
continuing  to  develop  the  information  available  on our online distribution
network,  by participating in further online seminars, and by any other means at
our  disposal  to  increase  awareness of stem cell therapy as an alternative to
traditional  medicine.

-   A related goal is to spread awareness of stem cell therapy to patients. Many
of  our  future  patients  may  be totally unaware of the existence of stem cell
transplantation  as  a  treatment  and  its  many  benefits.  Many  of  them are
desperately  seeking  alternative  treatment for their diseases, or have already
given up hope, as modern medicine failed them. Many have formed groups or joined
organizations, which are seeking help. Many are looking for anti-aging therapies
and  need  to  be  aware  of the advantages of stem cell transplantation in this
context.  All  of  our  efforts outlined in this section are intended to achieve
this  goal.

-   Our  marketing  team  will  establish  contact  with  existing  patient
organizations.  This  direct  marketing  approach  will  be  done  on  a
country-by-country  basis,  starting  with  Germany, which will be a springboard
into  Europe  and  other  countries,  especially  the  United  States.  There is
currently  no  set  plan  as  to  which  countries  our  team will establish our
marketing efforts in first. We will consider each country, region, or particular
organization  and make an individualized determination as to where our marketing
efforts  should  focus  after  establishing  the  marketing  team  in  Germany.

-   Our marketing team will work directly with local specialists, ensuring an
efficient and rapid introduction in each country. Our team will develop a
marketing plan on a case-by-case basis, tailored to the particular culture,
demand, and laws of each country or region.

-   Our website is connected to various internet search engines in order to
maximize exposure.

-   In conjunction with accredited specialists in Information Technology, we
will set up a complete across-the-board computer-controlled logistics data bank
system. This system will be based in our affiliated clinics. It will cover the
steps of the process from order through manufacture, delivery and treatment,
concluding with follow-up records, always assuring patient privacy. Patients and
physicians will also be able to trace the procedure of timing and shipping for
their own preparations on the Internet.

Doctor and Clinic Support Services

   The  Company  believes  that  a  key objective is an ability to establish and
maintain  long-term  relationships  with  its doctors and clinics throughout the
world. The Company's planned team of customer support and service personnel will
be  responsible  for  handling the education and training of doctors on our Stem
Cell  Transplantation  therapies and procedures. Doctor and clinic inquiries and
support  will  be  addressed as part our global operations. The Company plans to
offer  "Toll  Free" phone numbers and through our website a Physician or patient
can  research  available  therapies  and how to contact us. The Company plans to
automate  certain  tools  used  by  its  Customer  Support and Service staff and
intends  to  actively  pursue  enhancements  to  and  further  automation of its
Customer  Support,  Service  and  Operations.

PRICING

   Our  stem  preparations are priced competitively with others in our industry,
reflecting  pricing  which  has  been the same as it has been in Germany for the
past  approximate  10  years.

   The complex approach to stem cell transplantation is based upon cleansing and
detoxification  and  balancing  of  all metabolic processes, whereby the patient
will  be  prepared  to  accept  the  stem  transplants for their maximum healing
effects.

                                       21
<PAGE>

COMPETITION

   We  are  unaware  of  any  competitor that has the same business model in the
manufacturing process and cryo-preservation process of allo stem cell biological
solution  and  other products. To our knowledge, these procedures have only been
used by our affiliates. Further, we are unaware of any competitor engaged in the
business  of  providing  educational,  informational,  and  referral services to
potential  candidates  for  stem  cell  therapy.

   Although  we  have  not  noted any Companies that offer an identical array of
services,  there  are  several  stem  cell  companies that compete with us on an
individual  service  level.  First,  there  are  the  stem  cell  research  and
development  companies  that are only doing scientific work with stem cells, but
are  not  in the business of treating patients. Second, there are companies that
have  their  own treatment facilities and their own source of stem cells. Third,
there are the companies that supply the stem cells for research and treatment of
patients.

   The  Company's  business model is not just to provide a referral service, but
to  combine  all  aspects  of  the  above  mentioned  areas  in order to provide
value-added  services to our patients with a minimum operating investment by the
Company.  We  plan  to  accomplish  this  by  continuing  to  enter into various
licensing and treatment agreements with affiliate clinics and hospitals. We will
select  which  clinic  and  hospital  facility  we  contract  with  based on the
resources  available,  IP  and services that they each have available. This will
allow  us  to  be able to have a number of global affiliate treatment facilities
that,  when  combined, provide the Company with all of the following value-added
services:

-     Review  and  analysis  of  patient  medical  information
-     Recommendation  of  treatment  protocols
-     Treatment  of  patients  at  multiple  international  locations
-     Provide  the  stem  cell  biological  solution to be used at our affiliate
treatment  facilities
-     Provide  long-term  tracking  of  patient's  medical  condition  for  data
collection  and  medical  abstract  development

   There  is  no assurance that the Company will be able to compete successfully
against  any such current and any developing future competitors, and competitive
pressures  faced  by  the  Company  may  have  a  material adverse effect on the
Company's  business,  prospects,  financial condition and results of operations.
Further,  as a strategic response to changes in the competitive environment, the
Company  may  from  time  to  time  make  certain  pricing, service or marketing
decisions  or  acquisitions  that  could  have  a material adverse effect on its
business,  prospects,  financial  condition  and  results  of  operations.  New
technologies  and  the  expansion  of  existing  technologies  may  increase the
competitive  pressures  on  the  Company.

   In our research, the closest competitor that we have to our business model is
a  company  called  VesCell  (www.vescell.com).  This  company  has  licensed  a
proprietary  technology from their partner TheraVitae that uses the patients own
blood  to draw out the stem cells which are then culture grown and are then used
as  an  injection  back  into  the  patient.  VesCell  has a number of affiliate
treatment  facilities  which  are  located in Thailand and Singapore where these
procedures  are  performed.  VesCell also has a number of treating physicians at
each  affiliate  hospital or clinic facility that actually perform the stem cell
transplantation  procedure. The cost of the VesCell therapy is $34,500, USD, per
treatment.

   Currently,  the  Company  has three affiliate treatment facilities outside of
the  United  States:  Kiev,  Ukraine,  Shenzhen,  China  and  Tijuana,  Mexico.

   As  part of our business model, we will continue to add and at times, remove,
affiliate  treatment facilities that we do business with as per the needs of the
Company.

REGULATION

   As  the  technological  milestones  for  stem  cell transplantation have been
announced, governments have begun to impose regulation. Many developed countries
have  now drawn up legislation or codes, or signed up to Conventions, regulating
the  creation  and  use  of embryonic stem cells. Some regimes have already been
shown  to  be  lagging  behind  the  technology.

   From  a  regulatory  viewpoint  stem cell transplant represents a very unique
product,  which  really  is  not  really a "product" at all, because it does not
fulfill  the  legal  definition  of a medicinal "product." The FDA's regulations
label  live  cell  transplants  as  products,  while  under  German law they are
classified  neither  as  drugs  nor  as  medications,  because:
-    they  are  individually  prepared  for  each  patient,
-    they  are  for one time use only, by implantation on a pre-determined date,
-    the implantation is carried out by a physician who wrote a prescription for
     the  stem  cell  transplants  used,

                                       22
<PAGE>
-     stem  cell  transplants  have  no  'shelf-life',  and
-     they  are  not  distributed  through  the  usual  channels.

   The  response  of many governments to reproductive cloning is a complete ban,
but  approaches  to  therapeutic  cloning  vary  quite widely. The United States
presidency and various European bodies and institutions are taking a restrictive
approach to embryonic stem cells, while the United Kingdom has passed relatively
permissive  legislation.

The  United  States

   The  United  States' regulation falls into two main areas: control of federal
funds  for  research,  and  the broader question of regulation of the activities
themselves.  Following  an  announcement  by  President  Bush on August 9, 2001,
United  States  federal  funds  became  available only for stem cell research on
embryonic  cell  lines  already in existence. Before that, more liberal National
Institutes  of  Health  ("NIH") Guidelines had recommended that funds were to be
available  for the creation and use of stem cells from spare IVF embryos. The 64
embryonic  cell  lines identified by US officials as already being in existence,
and  therefore  a suitable subject for federally funded research, were generated
by  various  institutes  in  the  United  States,  Sweden, Australia, India, and
Israel.  We  currently  plan  to  seek  research  funding from the NIH, and will
consider  seeking  research funding from other government health agencies in the
future.

   Separately  from  the  funding  issue,  the regulation of embryonic stem cell
research  is  being  actively considered by the US Government. On July 31, 2001,
the  House  of Representatives voted for a broad ban on human cloning that would
prohibit  cloning  for  research  purposes  as  well  as  for  reproduction. The
resulting  law  imposes  heavy  financial penalties and terms of imprisonment on
those  who  generate  cloned embryos, and thus affects both privately funded and
NIH-supported research. Fortunately, the Company's lines of allo transplants are
outside  of  this  regulation,  both  because  we  do  not engage in any cloning
activities,  and because we do not engage in any stem cell production, research,
or  development  in  the  United  States.  Further,  since  all of our stem cell
activities are performed in jurisdictions where such activities are legal, we do
not  currently  have  any  obligation  to  obtain  government  approval  for our
activities, and do not currently have any compliance costs. However, there is no
assurance  that  we will not face costs or the need for government approval with
regard to future regulations or the regulations of any country into which we may
expand  our  operations  in  the  future.  Germany  and  the  Rest  of  Europe

   Germany's  highest  court re-affirmed its approval of therapeutic use of cell
allo  transplantation on February 16, 2000, by its decision in the case number 1
BvR  420/97.  Germany  had previously approved of this use in the early fifties.

   This  German  decision  had  serious  implication  for  the  remainder of the
European  Community  ("EC")  as  well.  Under  the  European  Community  Council
Directives,  all  Member States of EC are obliged to accept laws and regulations
of  other  member States of European Community dealing with medical therapeutics
for  human  use,  and  that  includes  stem  cell  transplantation.

   All  applicable  regulations of the Public Health Service, and EU Directives,
were  incorporated  in  our  manufacturing  technology, and that was of enormous
importance  in  order  to  attain the heretofore unknown 'state-of-art' level of
safety  of  stem  cell  transplantation.

   The  European  Community Council's Directives are in harmony with this German
legal  concept,  and  thus European Community Member States do not classify stem
cell  allo  and/or  xeno-transplants  as  'products'  either.

INTELLECTUAL  PROPERTY

   Currently,  we  have the rights to 26 patents, filed in the Ukraine and other
countries, pursuant to our License Agreement with ICT. These patents concern the
production,  storage,  preservation,  and  practical  application of stem cells.

We currently have three patent pending filings in the US:


-    U.S. P&T  Office  Patent  Pending filed February 27, 2007; U.S. 11/712,535.
     "STEM  CELLS  TO TREAT AND/OR PREVENT SYMPTOMS OF AVIAN INFLUENZA AND OTHER
     DISEASES  IN  MAMALS  AND  OTHER  ANIMALS"

-    U.S. P&T  Office  Patent  Pending  filed  April  5,  2007; U.S. 11/732,985.
     "COMPOSITION  AND  METHODS  OF  TREATING  BURN  VICTIMS  USING STEM CELLS."

-    U.S. P&T  Office  Patent  Pending filed February 26, 2007; U.S. 11/710,817.
     "DIFFERENTIATION  OF  CORD  BLOOD  INTO


                                       23
<PAGE>
NEURAL  CELLS  AND METHOD TO TREAT PATIENTS WITH NEUROLOGICAL CONDITIONS WITHOUT
USING  IMMUNE  SUPPRESSION  AGENT."

   The Company is pursuing the registration of its trademark and service mark in
the U.S. and internationally, and has applied for the registration of its "Cells
For  Life"  trademark  in China and the US. Effective Patent, trademark, service
mark,  copyright  and  trade  secret  protection  may  not be available in every
country  in  which  the  Company's  products  and  services  are made available.

   There  is  no  assurance  that  the steps taken by the Company to protect its
proprietary  rights  will be adequate or that third parties will not infringe or
misappropriate  the  Company's  copyrights,  trademarks, trade dress and similar
proprietary  rights.  In addition, there is no assurance that other parties will
not  assert  infringement  claims  against  the  Company.

EMPLOYEES

   As  of  March  31,  2007, the Company employed 2 full-time employees, and one
part-time  employee.  The Company also engages independent contractors and other
temporary  employees  in  its  operations  and  finance  and  administration
departments.  None  of  the Company's employees is represented by a labor union,
and  the  Company  considers  its employee relations to be good. Competition for
qualified  personnel  in  the  Company's industry is intense, particularly among
Doctors  and other technical staff. The Company believes that its future success
will  depend  in  part  on  its  continued  ability  to attract, hire and retain
qualified  personnel.

RISK FACTORS

   THE  FOLLOWING  RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING THE
COMPANY,  ITS BUSINESS, CONDITION AND PROSPECTS (FINANCIAL AND OTHERWISE). THESE
RISK FACTORS ARE NOT NECESSARILY EXHAUSTIVE AND ADDITIONAL RISK FACTORS, IF ANY,
MAY  BE MATERIAL OR HAVE SIGNIFICANCE TO AN INDIVIDUAL INVESTOR. MANY INVESTMENT
OPPORTUNITIES  INVOLVE  RISK  FACTORS OR A RISK OF LOSS AND THE EXISTENCE OF THE
NORMAL  AND  CERTAIN  EXTRAORDINARY  RISKS.

   USE  OF FORWARD-LOOKING LANGUAGE; FORECASTS UNRELIABLE: All statements, trend
analysis  and  other  information contained in this document relative to markets
for the Company's products and trends in net sales, gross margin and anticipated
expense  levels,  as  well  as  other  statements  including  words  such  as
"anticipate,"  "believe,"  "plan,"  "estimate,"  "expect" and "intend" and other
similar  expressions,  constitute  forward-looking  statements.  These
forward-looking  statements  are subject to business and economic risks, and the
Company's  actual  results  of  operations  may  differ  materially  from  those
contained  in  the  forward-looking  statements.

   LIMITED  OPERATING  HISTORY;  ACCUMULATED  DEFICIT;  ANTICIPATED  LOSSES: The
Company  commenced  operations  upon  execution  of  a  Licensing Agreement with
Institute  of  Cell  Therapy  (ICT).  Accordingly,  the  Company  has  a limited
operating  history on which to base an evaluation of its business and prospects.
The  Company's  prospects must be considered in light of the risks, expenses and
difficulties  frequently  encountered  by  companies  in  their  early  stage of
development.  Nonetheless,  there  is  no  assurance  that  the  Company will be
successful  in  addressing  such  risks,  and  the failure to do so could have a
material  adverse  effect  on  the  Company's  business,  prospects,  financial
condition  and  results  of  operations.

   UNPREDICTABILITY  OF  FUTURE  REVENUES;  POTENTIAL  FLUCTUATIONS IN QUARTERLY
OPERATING  RESULTS;  SEASONALITY; As a result of the Company's limited operating
history  and  the  emerging  nature  of the biotechnological markets in which it
competes,  the  Company  is  unable  to  accurately  forecast  its revenues. The
Company's  current and future expense levels are based largely on its investment
plans  and  estimates  of  future  revenues  and are to a large extent fixed and
expected  to  increase.

   Sales  and operating results generally depend on the volume of, timing of and
ability to fulfill the number of orders received for the biological solution and
the  number of patients treated which are difficult to forecast. The Company may
be unable to adjust spending in a timely manner to compensate for any unexpected
revenue  shortfall.  Accordingly,  any  significant  shortfall  in  revenues  in
relation  to  the Company's planned expenditures would have an immediate adverse
effect  on the Company's business, prospects, financial condition and results of
operations.  Further,  as  a  strategic  response  to changes in the competitive
environment,  the Company may from time to time make certain pricing, service or
marketing  decisions which could have a material adverse effect on its business,
prospects,  financial  condition  and  results  of  operations.

                                       24
<PAGE>

   The  Company  expects  to  experience  significant fluctuations in its future
quarterly  operating  results  due  to  a  variety of factors, many of which are
outside  the  Company's control. Factors that may adversely affect the Company's
quarterly operating results include (i) the Company's ability to retain existing
patients,  attract  new  patients  at  a  steady  rate  and  maintain  patient
satisfaction,  (ii)  the Company's ability to manage its production facility and
maintain gross margins, (iii) the announcement or introduction of new treatments
and/or  patents  by  the  Company and its competitors, (iv) price competition or
higher  prices in the industry, (v) the level of use of the Internet and on-line
patient  services, (vi) the Company's ability to upgrade and develop its systems
and  infrastructure  and attract new personnel in a timely and effective manner,
(vii)  the  level  of  traffic  on  the  Company's  website,  (viii)  technical
difficulties, system downtime, (ix) the amount and timing of operating costs and
capital expenditures relating to expansion of the Company's business, operations
and  infrastructure,  (x)  governmental  regulation,  and  (xi) general economic
conditions.

   MANAGEMENT OF POTENTIAL GROWTH: LIMITED SENIOR MANAGEMENT RESOURCES: While we
cannot  be  sure  we will be successful in growing the Company's operations, our
goal  is to rapidly and significantly expand our operations to address potential
growth  and market opportunities. We intend to seek to accomplish this by adding
additional  affiliate  clinics,  and  by  our  marketing  efforts.  By  adding
affiliates, our intention is to seek to not only increase the number of patients
that  can  be  treated,  but  increase  the  visibility  of stem cell therapy in
general.  We  believe  that  the  combination of word of mouth and our marketing
efforts  may  lead  to  a  significant  growth  in  demand  for our products and
services.

   This  expansion  if  successful  could  place  a  significant  strain  on the
Company's  management,  operational  and financial resources. The Company may be
required  to  hire  new  employees  including senior management, key managerial,
technical  and  operations  personnel who would have to be fully integrated into
the  Company, operational and financial systems, procedures and controls, and to
expand,  train  and  manage  its  already  growing  employee  base.

   The  Company  also  would  be  required  to  add  finance, administrative and
operations  staff.  Further,  the  Company's  management  would  be  required to
maintain  and  expand  its  relationships  with  Affiliate Treatment Clinics and
Medical  Facilities,  University  Labs,  Private  Labs  and  Treating Physicians
globally.

   If  we  grow  rapidly,  there  is  no  assurance  that  the Company's planned
personnel,  systems,  procedures  and  controls would be adequate to support the
Company's  future  operations,  that the management would be able to hire train,
retain,  motivate and manage required personnel or that Company management would
be  able  to  successfully  identify,  manage and exploit existing and potential
market opportunities. If the Company is unable to manage growth effectively, its
business,  prospects,  financial  condition  and  results  of operations will be
materially  adversely  affected.


   DEPENDENCE  ON  KEY  PERSONNEL;  NEED FOR ADDITIONAL PERSONNEL: The Company's
performance  is  substantially  dependent  on  the continued services and on the
performance  of  its senior management and other key personnel, particularly the
Company's  Chairman/CEO,  Calvin  C. Cao, and Chief Financial Officer, Daniel J.
Sullivan.  The  Company's  performance  also depends on the Company's ability to
employ,  retain  and  motivate its other officers and key employees. The loss of
the services of any of its executive officers or future key employees could have
a  material  adverse  effect  on  the  Company's  business, prospects, financial
condition  and  results  of  operations.  The  Company  is currently negotiating
long-term  employment  agreements  with  its  executive  officers and intends to
obtain  "key  person" life insurance policies. The Company's future success also
depends  on  its  ability to identify, attract, hire, train, retain and motivate
other  highly  skilled  doctors,  scientists,  qualified  PhD's,  technical,
managerial,  marketing  and  customer  service  personnel.  Competition for such
personnel is intense, and there is no assurance that the Company will be able to
successfully attract, assimilate or retain sufficiently qualified personnel. The
failure  to  retain  and  attract  the  necessary doctors, scientists, qualified
PhD's,  technical,  managerial,  marketing  and customer service personnel could
have  a  material adverse effect on the Company's business, prospects, financial
condition  and  results  of  operations.


   COMPETITION:   While  we are presently unaware of any competitor that has the
same  business  model in the manufacturing process and cryo-preservation process
of  allo  stem  cell  biological  solution  and  other products, competitors may
already  exist  or  may  develop  with  respect  to our specific business model.

   Although  we  have  not  noted any Companies that offer an identical array of
services,  there  are  several  stem  cell  companies that compete with us on an
individual  service  level.  First,  there  are  the  stem  cell  research  and
development  companies  that are only doing scientific work with stem cells, but
are  not  in the business of treating patients. Second, there are companies that
have  their  own treatment facilities and their own source of stem cells. Third,
there are the companies that supply the stem cells for research and treatment of
patients.

                                       25
<PAGE>
   There  is  no assurance that the Company will be able to compete successfully
against  any such current and any developing future competitors, and competitive
pressures  faced  by  the  Company  may  have  a  material adverse effect on the
Company's  business,  prospects,  financial condition and results of operations.
Further,  as a strategic response to changes in the competitive environment, the
Company  may  from  time  to  time  make  certain  pricing, service or marketing
decisions  or  acquisitions  that  could  have  a material adverse effect on its
business,  prospects,  financial  condition  and  results  of  operations.  New
technologies  and  the  expansion  of  existing  technologies  may  increase the
competitive  pressures  on  the  Company.

   TRADEMARKS  AND  PROPRIETARY  RIGHTS:  The  Company  regards  its copyrights,
service  marks,  trademarks, trade dress, trade secrets and similar intellectual
property as important, and critical to its success. In addition, certain aspects
of  trademark  and  copyright  law,  trade secret protection and confidentiality
and/or  license  agreements with its employees may be relied upon to protect its
proprietary  rights.  The Company is pursuing the registration of its trademarks
and  service  marks  in  the  U.S.  and internationally, and has applied for the
registration  of  certain  of  its  trademarks  and  service  marks.  Effective
trademark,  service  mark,  copyright  and  trade  secret  protection may not be
available  in  every  country.  The  Company  expects that it may license in the
future  certain  parts  of  its  proprietary  rights,  such  as  trademarks  or
copyrighted  material,  to  third  parties.

   There  is  no  assurance  that  the steps taken by the Company to protect its
proprietary  rights  will be adequate or that third parties will not infringe or
misappropriate  the  Company's  copyrights,  trademarks, trade dress and similar
proprietary  rights.  In addition, there is no assurance that other parties will
not assert infringement claims against the Company. The Company is not currently
aware  of  any  legal  proceedings  pending  against  it.

   GOVERNMENTAL  REGULATION  AND  LEGAL UNCERTAINTIES: The Company is subject to
regulation  by  domestic  and foreign governmental agencies with respect to many
aspects of stem cell transplantation. In addition, new legislation or regulation
could occur. Any such new legislation or regulation, the application of laws and
regulations  from  jurisdictions  whose  laws  do  not  currently  apply  to the
Company's  business, or the application of existing laws and regulations to stem
cell  transplantation  technology  could  have  a material adverse effect on the
Company's  business,  prospects,  financial condition and results or operations.

   CONTROL  OF  THE  COMPANY:  The  Company's  founders;  Mr. Calvin Cao, Global
Capital  Corp,  together  with  Institute of Cell Therapy and the balance of the
Company's  management, hold at least 51% percent of the outstanding voting power
of  the  Company.  As  a result, the founders and management will be able to (i)
elect,  or defeat the election of, any of the Company's directors, (ii) amend or
prevent amendment of the Company's Restated Articles of Incorporation or Bylaws,
or  (iii)  affect  or  prevent  a  merger,  sale  of  assets  or other corporate
transaction.

   The  extent  of  ownership  by  the  founders and the management may have the
effect  of  preventing  a  change  in  control  of the Company or discouraging a
potential  acquirer from making a tender offer or otherwise attempting to obtain
control of the Company, which in turn could have an adverse effect on the market
price  of  the  Common  Stock.

   NO  ASSURANCE  OF  PUBLIC  MARKET  FOR  COMMON STOCK, POSSIBLE LACK OF MARKET
MAKERS;  VOLATILITY.  Although  the  Company's  stock is currently quoted on the
Over-the-Counter  Bulletin  Board,  there  is no assurance that a public trading
market will continue or develop for the Common Stock. There is also no assurance
that  the  existing  trading  or any such future market will be characterized as
active.

   Development  of  an  active trading market for the Company's Common Stock may
depend  upon  the  interest of securities market makers and the investing public
which  may  depend  in turn on the Company's revenues and profits. The prices of
securities  of  companies  which  are in limited supply in the public securities
markets,  which  could  describe  the  Company,  are  typically  volatile.

   POSSIBLE  NEGATIVE  EFFECT  OF  COMMON  STOCK  AVAILABLE  FOR  FUTURE SALE: A
substantial  component  of the Common Stock issued by the Company is "restricted
stock" as defined in SEC Rule 144, promulgated under the Securities Act of 1933.
The  offer  of  a significant number of restricted shares of Common Stock in the
future  in  the public market, at or about the same time pursuant to Rule 144 or
pursuant to a subsequent registration statement under the Securities Act of 1933
could  have  a  depressive  effect  on  the public market price of the Company's
common  stock.

   TRADING  LIMITATIONS  ON  STOCK  AT  A  MARKET  PRICE  OF LESS THAN $5.00 PER
SHARE:  Management  cannot  predict  the market price of the Common Stock in the
public  market.  At any time that the market price is less than $5.00 per share,
certain larger stock brokerage firms may prohibit purchase or sale of the Shares
within  their  clients'  accounts.

                                       26
<PAGE>
   All  securities  brokerage firms effecting purchase orders for clients in the
Company's common stock at a time when the common stock has a market bid price of
less  than  $5.00  per  share are required by federal law to send a standardized
notice  to  such  clients regarding the risks of investing in "penny stocks", to
provide additional bid, ask and broker compensation and other information to the
stockholers  and to make a written determination that the Company's common stock
is  a  suitable  investment  for  the  client  and  receive the client's written
agreement  to the transaction, unless the client is an established client of the
firm,  prior to effecting a transaction for the client. These business practices
may  inhibit the development of a public trading market for the Company's common
stock  during periods that the price of the common stock in the public market is
less  than  $5.00  by  both  limiting  the  number  of brokerage firms which may
participate in the market and increasing the difficulty in selling the Company's
common  stock.

   LOSS  OF  FINANCING.  We  cannot  guarantee that additional financing will be
available  to  us  when  needed  or,  if  available,  that it can be obtained on
commercially  reasonable  terms.  Even if we are able to expand our business, we
cannot  provide  certainty  that  we  will  be successful or that investors will
derive  a  profit  from  an  investment  in  our  equity.

ITEM  2.  DESCRIPTION  OF  PROPERTY

     We  lease  office  space and office equipment under an operating lease on a
month-to-month  basis.  We  lease  the  executive  office  suite  from  Wilder
Corporation  for  approximately $1,775.61. Our office is located at 2203 N. Lois
Avenue,  Suite  #901, Tampa, FL 33607. The office is approximately three hundred
seventy-four  (374) square feet and is in a condition adequate to our needs. The
terms  of  the  lease  agreement require 30 days written notice to terminate the
lease.

     Rent  expense  amounted  to  $23,298 and $21,142 for the years months ended
March  31,  2007  and  2006.

     The  Company is not involved in investments in (i) real estate or interests
in real estate, (ii) real estate mortgages, and (iii) securities of or interests
in  persons  primarily  engaged  in  real  estate activities, as all of its land
rights  are  used  for  production  purposes.

ITEM  3.  LEGAL  PROCEEDINGS

   The  Company is not involved in any legal proceedings and is not aware of any
pending  or  threatened  claims.

   The  Company  expects to be subject to legal proceedings and claims from time
to  time  in the ordinary course of its business, including, but not limited to,
claims of alleged infringement of the trademarks and other intellectual property
rights  of  third parties by the Company and its licensees. Such claims, even if
not  meritorious,  could  result in the expenditure of significant financial and
managerial resources.

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

During  the year ended March 31, 2007, the Company did not submit any matters to
a  vote  of  its  security  holders.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

     Stem  Cell  Therapy  International,  Inc.  common stock is quoted in United
States  markets  on the Over the Counter Bulletin Board ("OTCBB") and intends to
become  listed  on  the  American  Stock Exchange ("AMEX"). We have not, at this
time,  made  application to the AMEX. We will make such application once we meet
the  other  qualification  requirements  from  AMEX.  However, Stem Cell Therapy
International,  Inc.  cannot  make  any  assurance  that trading on AMEX will be
approved.

     Currently  there  are  500,000  issued  and  outstanding shares of Series A
Preferred  stock,  which  are convertible to shares of common stock on a one for
one  basis  after  a  certain  time  period. There are no issued and outstanding
shares  that  could  be  sold  pursuant  to  Rule  144.  Currently  there are no
outstanding  warrants  or  options  to  purchase  stock.

PENNY  STOCK  REGULATIONS:

     Our  common  stock is quoted on the OTCBB, under the symbol "SCII". On June
22,  2007  the  last  reported  sale

                                       27
<PAGE>
price  of  our  common  stock was $0.30 per share. The Company's common stock is
subject to provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny
stock  rule."  Section 15(g) sets forth certain requirements for transactions in
penny  stocks,  and  Rule  15g-9(d) incorporates the definition of "penny stock"
that  is  found  in  Rule  3a51-1 of the Exchange Act. The SEC generally defines
"penny  stock" to be any equity security that has a market price less than $5.00
per  share, subject to certain exceptions. As long as the Company's common stock
is  deemed  to  be  a  penny  stock,  trading  in  the shares will be subject to
additional  sales  practice requirements on broker-dealers who sell penny stocks
to  persons  other  than  established  customers  and  accredited  investors.

     The  following  table  shows the high and low per share price quotations of
Stem  Cell Therapy International, Inc. common stock as reported in the OTCBB for
the  periods  presented. High and low bid quotations reflect inter-dealer prices
without  adjustment  for  retail  mark-ups, markdowns or commissions and may not
necessarily  represent actual transactions. We completed our acquisition of Stem
Cell  Therapy  Corp.("Stem Cell Florida") in the third calendar quarter of 2005.
Our  stock  has  been  thinly  traded.


                                       HIGH           LOW
(Calendar Quarters)
2007
          First Quarter               $0.37          $0.12

2006
          Fourth Quarter              $0.35          $0.10
          Third Quarter               $0.40          $0.23
          Second Quarter              $0.75          $0.40
          First Quarter               $1.00          $0.47

2005
          Fourth Quarter              $1.75          $0.45
          Third Quarter               $2.70          $0.51
          Second Quarter              $0.22          $0.001
          First Quarter               $0.005         $0.001

     As of March 31, 2007 there were approximately 259 holders of record of Stem
Cell  Therapy International, Inc. common stock. Many of these shares are held in
street  name,  and  consequently  we have numerous additional beneficial owners.

DIVIDENDS

The  Company has never declared or paid a dividend on its Common Stock, and does
not  anticipate paying any cash dividends on its Common Stock in the foreseeable
future. The Company expects to retain, if any, its future earnings for expansion
or development of the Company's business. The decision to pay dividends, if any,
in the future is within the discretion of the Board of Directors and will depend
upon the Company's earnings, capital requirements, financial condition and other
relevant factors such as contractual obligations. There can be no assurance that
dividends  can  or  will  ever  be  paid.

RECENT SALES OF UNREGISTERED SECURITIES

During  April  2006,  the  Company  issued  10,000  shares  of  common  stock to
consultants  with a fair market value of $1.00 per share for a total of $10,000.

During  June  2006,  the  Company  issued  400,000  shares  of  common  stock to
consultants with a fair market value of $0.39 per share for a total of $156,000.

During  July  2006,  the  Company  issued  300,000  shares  of  common  stock to
consultants with a fair market value of $0.37 per share for a total of $111,000.

     The  Company  has  engaged  a  public relations firm to perform services in
exchange  for  $12,000  worth of the Company's common shares, at market price as
quoted  on  the OTCBB (average of the previous 20 days), per month. Accordingly,
the  Company  has  issued  the  following  shares:

                                       28
<PAGE>

MONTH         AVERAGE MARKET PRICE   NUMBER OF SHARES
------------  ---------------------  ----------------
April, 2006   $                0.79            15,277
May, 2006     $                0.73            16,484
June, 2006    $                0.53            22,599
July, 2006    $                0.40            30,265
August, 2006  $                0.43            28,235


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

THE  FOLLOWING  INFORMATION  SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED
FINANCIAL  STATEMENTS  OF  STEM  CELL  THERAPY INTERNATIONAL, INC. AND THE NOTES
THERETO  APPEARING  ELSEWHERE  IN  THIS  FILING. STATEMENTS IN THIS MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND ELSEWHERE IN THIS ANNUAL REPORT
THAT  ARE  NOT  STATEMENTS  OF  HISTORICAL  OR  CURRENT  FACT  CONSTITUTES
"FORWARD-LOOKING  STATEMENTS."

The  following  management discussion should be read together with the Stem Cell
Therapy  International,  Inc. consolidated financial statements included in this
annual  report.  See  "Index  to Consolidated Financial Statements" at page F-1.
Those  financial  statements  have  been  prepared  in accordance with generally
accepted  accounting  principles  of  the  United  States  of  America.

GENERAL OVERVIEW

     Stem  Cell  Therapy  International,  Inc.  (the  "Company")  was originally
incorporated  in  Nevada  on  December  28, 1992 as Arklow Associates, Inc., and
after  several  name  changes  was  renamed  Altadyne,  Inc. By March, 2005, the
Company  (then  Altadyne, Inc.) had no assets, liabilities, or ongoing business.
On  March  20, 2005, R Capital Partners ("R Capital") acquired the Company (then
Altadyne, Inc.), and on September 1, 2005, the Company (then Altadyne), acquired
Stem  Cell  Therapy  International  Corp.,  a  Nevada  corporation  ("Stem  Cell
Florida")  in  what  was  effectively  a  reverse  acquisition.  Following  the
transaction,  Stem Cell Florida became a wholly owned subsidiary of the Company,
and  Stem  Cell  Florida's  shareholders  became shareholders of the Company. On
October  5,  2005,  the  Company  changed  its  name  to  Stem  Cell  Therapy
International, Inc. to reflect the new business of the Company. This transaction
is  accounted  for  as  a  reverse merger, with Stem Cell Florida treated as the
accounting  acquirer  for  financial  statement  purposes.

     Stem Cell Florida was incorporated in Nevada on December 2, 2004. Following
the reverse acquisition, the Company assumed and is continuing the operations of
Stem  Cell  Florida. The Company's executive management team are: Calvin C. Cao,
Chairman  and  Chief  Executive  Officer,  Daniel  J.  Sullivan, Chief Financial
Officer, and Lixian Jiang, Chief Operating Officer and Patent Trademark Counsel.

     We  are indirectly involved, as a "middle man," in research and development
and  practical application within the field of regenerative medicine. We provide
allo (human) stem cell biological solutions that are currently being used in the
treatment  of  patients suffering from degenerative disorders of the human body.
We  have  established  agreements  with highly specialized, professional medical
treatment  facilities  around  the  world  in  locations  where  Stem  Cell
Transplantation  therapy  is  approved  by  the  appropriate  local  government
agencies.

     We  intend  to provide these biological solutions containing allo stem cell
products  also  in  the  United States to universities, institutes and privately
funded  laboratory  facilities  for  research  purposes  and  clinical  trials.

     We  will  initially devote most of our efforts toward organization and fund
raising  for  planned  clinics  and patient operations and limited revenues have
been  generated  from any such operations. The Company has experienced recurring
losses  from  operations  since  its  inception  and at March 31, 2007, we had a
working  capital  deficit of $551,175 and an accumulated deficit from operations
of  $1,189,448.  As  noted  in the independent audit report for the audited Stem
Cell  Therapy  International,  Inc.  financial  statements  for  the period from
inception  to March 31, 2007, these factors raise doubt about the ability of the
Company  to  continue  as a going concern. Realization of the Company's business
plan  is  dependent  upon  the  Company's  ability  to meet its future financing
requirements,  and the success of future operations. This is because we have not
generated  substantial  revenues since inception. Our only other source for cash
at this time is through investments or loans from management. We must raise cash
to  implement  our  project  and  stay  in  business.


CRITICAL ACCOUNTING POLICIES

                                       29
<PAGE>
     The accounting policies of the Company are in accordance with generally
accepted accounting principles of the United States of America, and their basis
of application is consistent. Outlined below are those policies considered
particularly significant:

     The  preparation  of  financial  statements  in  conformity with accounting
principles  generally  accepted  in  the  United  States  of  America  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.

     Common  stock  transactions  for  services  are recorded at either the fair
value of the stock issued or the fair value of the services rendered, which ever
is  more evident on the day that the transactions are executed. The certificates
must  be  issued  subsequent  to  the  transaction  date.

     We  apply Staff Accounting Bulletin No. 104 "Revenue Recognition" ("SAB No.
104")  to  our  revenue  arrangements.  Currently, our only revenue transactions
derive  from  the  licensing  of  stem  cell  technology,  the sale of stem cell
products, and providing informational and referral services; we have no plans to
enter  into any other revenue transaction in the near future. In accordance with
SAB  No. 104, we recognize revenue related to these licenses, sales and services
upon delivering the license or product, or rendering the services, respectively,
as  long  as  (1)  there is persuasive evidence of an arrangement, (2) the sales
price  is fixed or determinable, and (3) collection of the related receivable is
reasonably  assured.  Any payments received prior to delivery of the products or
services  are  included in deferred revenue and recognized once the products are
delivered  or  the  services  are  performed.

     Research  and development costs are charged to operations when incurred and
are  included  in  operating  expenses.


RESULTS OF OPERATIONS

As of March 31, 2007 and for the years March 31, 2007 and 2006

     We had revenue of $345,510 during the year ended March 31, 2007 as compared
to  $80,934  of revenue for the comparable period in 2006.  Revenues during 2007
reflected  the  treatment of nine patients' and only three patients were treated
during  the  same  period  ended  2006.

     Our  cost  of  goods  sold  for the stem cell biological material delivered
during the year ended March 31, 2007 was $289,993 as compared to $52,100 for the
same  period  ended  2006.  The  increase  in  cost  of goods sold is due to the
increased  number  of treatments and a $116,000 charge for an additional payment
made to ICT for not meeting the contractual minimum purchase requirement, which,
due  to  ICT's failure to be able to deliver the product, has caused the minimum
purchase  requirement  to  be  terminated.  The Company is now using alternative
vendors to supply the stem cell biological solutions to each treatment facility.

     Gross  margin  for the year ended March 31, 2007 was $55,517 as compared to
$28,834  for  the  year  ended  March  31, 2006. Gross margin as a percentage of
revenue  for  the  year  ended March 31, 2007 was 16% as compared to 36% for the
year  ended  March 31, 2006.  The decreased gross margin is primarily due to the
additional  $116,000  charge  by  ICT  for  not  meeting  the  minimum  purchase
requirements.

     Selling,  general  and administrative expenses increased $177,155 or 33% to
$714,227  for the year ended March 31, 2007 as compared to $537,072 for the year
ended  March 31, 2006. Selling, general and administrative expenses for the year
ended  March  31,  2007  primarily  consists  of  the  following  items:

-    Payroll  expense of $176,205 for the year ended March 31, 2007, which is an
     increase  of $141,304 over the year ended March 31, 2006. This increase was
     due  to  the Board of Directors approval of salaries for the two executives
     beginning  in  January  2006,  therefore the year ended March 31, 2006 only
     included  three  months  of  payroll  costs. In September 2006, the Company
     hired  an  additional  executive  with  an  annual salary of $50,500 and in
     January  2007, the Company terminated an executive with an annual salary of
     $60,000.

-    Professional  fees-legal and accounting amounted to $92,244 for fiscal year
     2007 as compared to $68,881 for fiscal year 2006. The increase in legal and
     accounting was due to the Company completing its Form 10SB, incurring legal
     fees related to the ICT licensing agreement and patent work during the year
     ended  March  31,  2007.


                                       30
<PAGE>

-    Professional  fees-consulting amounted to $357,282 for the year ended March
     31,  2007 as compared to $372,506 for 2006. During the year ended March 31,
     2007,  the  Company issued 112,860 shares of restricted common stock valued
     at  $60,000  for  investor  relations;  this  contract  was  terminated  in
     September 2006. The Company also issued 300,000 shares of restricted common
     stock  valued  at $117,000 to advise and consult with the Company on merger
     and  acquisition  issues  in the European market, this agreement expired in
     December  2006  and  was  not renewed. The Company issued 100,000 shares of
     restricted  common  stock  to a company for financial and investor advisory
     services valued at $39,000, this agreement expired in December 2006 and was
     not  renewed.  The  Company issued 10,000 shares of restricted common stock
     valued  at  $10,000 to a business development advisory consultant for Costa
     Rica.  This  agreement  expired  in  February 2007 and was not renewed. The
     Company  also  issued  300,000  shares  of  restricted  common  stock  to a
     consulting  company valued at $111,000. This agreement expires in July 2011
     and  the  Company  has  included $26,208 of consulting fees in statement of
     operations  during  the  year  ended  March  31, 2007. The Company also had
     contracts  with  various  medical  and  advisory  consultants  who  were
     compensated  with  restricted common stock, the amount expensed under these
     contracts  totaled  $73,330  for  the  year  ended  March  31,  2007. These
     agreements  expired during the year ended March 31, 2007 and the Company is
     currently  negotiating  the  renewal  of  some  of  those  agreements.


     Our  net loss for the year ended March 31, 2007 was $657,046 as compared to
$516,161  during  the same period in 2006. The loss primarily reflects increases
in payroll expenses, professional fees and the additional payment to ICT for not
meeting  the  minimum  purchase  requirement.

LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  financial  statements  have been prepared assuming that the
Company  will continue as a going concern. For the year ended March 31, 2007 and
the  period  since  December 2, 2004 (date of inception) through March 31, 2007,
the Company has had a net loss of $657,046 and $1,189,448, respectively and cash
used  by operations of $124,365 and $286,622, respectively, and negative working
capital  of  $551,175  at  March  31,  2007.


     As  of  March  31,  2007,  the Company has not emerged from the development
stage.  In view of these matters, recoverability of recorded asset amounts shown
in the accompanying financial statements is dependent upon the Company's ability
to  begin  significant operations and to achieve a level of profitability. Since
inception,  the Company has financed its activities principally from shareholder
advances  and  some  relatively  minor  sales  of  equity  securities  (as  set

forth below). The Company intends on financing its future development activities
and  its  working capital needs largely from the sale of equity securities until
such  time  that  funds  provided  by  operations are sufficient to fund working
capital  requirements.

     Effective  June  27,  2007,  the  Company  entered  into  an agreement with
Newbridge  Securities,  Corp.  ("Newbridge")  to  assist  the Company on a "best
efforts"  basis in raising approximately $250,000 in a private offering of up to
2  million  shares  of  restricted  common  stock at a price of $.125 per share.

Seasonality

     As  a  result  of  the Company's limited operating history and the emerging
nature  of  the  biotechnological  markets  in which it competes, the Company is
unable  to  accurately  forecast  its revenues. The Company's current and future
expense levels are based largely on its investment plans and estimates of future
revenues  and  are  to  a  large  extent  fixed  and  expected  to  increase.

OFF-BALANCE  SHEET  ARRANGEMENTS

     The Company is not currently engaged in any off-balance sheet arrangements,
as  defined  by Item 303(c)(2) of Regulation S-B. The Company has not engaged in
any  off-balance  sheet  arrangement  during  the  last  fiscal year, and is not
reasonably  likely  to  engage  in any off-balance sheet arrangement in the near
future.

NEW  ACCOUNTING  PRONOUNCEMENTS

In  July  2006,  the  Financial  Accounting  Standards  Board (FASB) issued FASB
Interpretation  No. 48, ("FIN 48") "Accounting for uncertainty in income taxes -
an  interpretation  of  SFAS No. 109." This Interpretation provides guidance for
recognizing  and  measuring uncertain tax positions, as defined in FASB No. 109,
"Accounting  for  income  taxes." FIN 48 prescribes a threshold condition that a
tax position must meet for any of the benefit of an uncertain tax position to be
recognized  in  the  financial  statements.  Guidance is also provided regarding
derecognition,  classification and disclosure of uncertain tax positions. FIN 48
is  effective  for  fiscal  years beginning after December 15, 2006. The Company
does  not  expect  that this Interpretation will have a material impact on their
financial  position,  results  of  operations  or  cash  flows.
In  September  2006,  the  FASB  issued  SFAS  No. 158, ("SFAS 158), "Employers'
Accounting  for Defined Benefit Pension and Other Post-retirement Plans".  Among
other  items,  SFAS  158  requires  recognition  of the over-funded status of an
entity's  defined  benefit  postretirement  plan as an asset or liability in the
financial  statements,  the  measurement of defined benefit post-retirement plan
assets  and  obligations  as  of  the  end  of  the  employer's  fiscal year and
recognition  of  the  funded  status  of  defined post-retirement plans in other
comprehensive  income ("OCI").  The standard was effective for the Company as of
March  31,  2007.  The  adoption  of  SFAS  158  did  not  have an impact on the
Company's  financial  position,  results  of  operations  or  cash  flows.

In  February  2007,  the  FASB issued SFAS No. 159 ("SFAS 159"), "The Fair Value
Option  for Financial Assets and Financial Liabilities", which permits an entity
to  measure  certain  financial  assets and financial liabilities at fair value.
Under SFAS 159, entities that elect the fair value option will report unrealized
gains  and losses in earnings at each subsequent reporting date.  The fair value
option  may  be  elected  on  a  instrument-by-instrument  basis,  with  a  few
exceptions,  as  long  as  it is applied to the instrument in its entirety.  The
fair  value  option  election is irrevocable, unless

                                       31
<PAGE>

a  new  election  date  occurs. SFAS 159 establishes presentation and disclosure
requirements  to  help  financial  statement  users understand the effect of the
entity's election on its earnings but does not eliminate disclosure requirements
of  other accounting standards. Assets and liabilities that are measured at fair
value  must be displayed on the face of the balance sheet. SFAS 159 is effective
as  of  the  beginning  of  the first fiscal year that begins after November 15,
2007.  The  Company  does not expect the adoption of SFAS 159 to have a material
impact  on  the  financial  statements.

Other  recent accounting pronouncements issued by the FASB (including its EITF),
the  AICPA,  and  the  SEC  did  not or are not believed by management to have a
material  impact  on  the  Company's  present  or  future  financial statements.


                                       32
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

TABLE OF CONTENTS:

     Report  of  Independent  Registered  Public Accounting
     Firm-Aidman, Piser & Company  P.A.......................................F-2

     Report  of  Independent Registered Public Accounting
     Firm-Pender, Newkirk & Company  LLP.....................................F-3

     Consolidated  Balance  Sheets  as  of  March  31,
     2007  and  2006.........................................................F-4

     Consolidated  Statements  of  Operations for the years
     ended March 31, 2007 and  2006 and  for  the  period
     from  December  2,  2004 (Date of Inception) through
     March  31,  2007........................................................F-5

     Consolidated Statement of Changes in Stockholders'
     (Deficit) for the period from  December  2,  2004
     (Date  of  Inception)  through  March  31,  2007........................F-6

     Consolidated  Statements  of  Cash Flows for the years
     ended March 31, 2007 and  2006 and  for  the  period
     from  December  2,  2004  (Date  of  Inception)
     through  March  31,  2007...............................................F-7

     Notes  to  Consolidated  Financial  Statements..........................F-8




                                     F-1
<PAGE>

        REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Stem Cell Therapy International, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheet of Stem Cell Therapy
International,  Inc  and  Subsidiary  as  of  March  31,  2007  and  the related
consolidated statements of operations, stockholders' deficit, and cash flows for
the year ended March 31, 2007, and for the period from December 2, 2004 (date of
inception)  through March 31, 2007.  These consolidated financial statements are
the  responsibility  of  the  Company's  management.  Our  responsibility  is to
express  an  opinion  on  these  consolidated  financial statements based on our
audit.  The  financial  statements  of Stem Cell Therapy International, Inc. and
Subsidiary  for  the  year  ended March 31, 2006 were audited by other auditors.
Those auditors expressed an unqualified opinion on those financial statements in
their  report dated May 18, 2006.  Our opinion on the consolidated statements of
operations,  changes  in  stockholders'  equity,  and  cash flows, insofar as it
relates  to  the  amounts included for the period from December 2, 2004 (date of
inception)  through  March  31,  2006,  is  based  solely on the report of other
auditors.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. 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. We believe that our audit provide a
reasonable basis for our opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material respects, the consolidated financial position of Stem
Cell  Therapy  International,  Inc.  and Subsidiary as of March 31, 2007 and the
consolidated results of their operations and their cash flows for the year ended
March  31,  2007  and  for  the period from December 2, 2004 (date of inception)
through  March  31,  2007  in  conformity  with  accounting principles generally
accepted  in  the  United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that  Stem  Cell  Therapy  International, Inc. and Subsidiary will continue as a
going  concern.   As  discussed  in  Note  2  to  the  consolidated  financial
statements,  the  Company incurred significant losses and used cash in operating
activities  during  the  year ended March 31, 2007, and had a deficit in working
capital  at March 31, 2007.   These factors, among others as discussed in Note 2
to  the  consolidated  financial  statements,  raise substantial doubt about the
Company's  ability to continue as a going concern. Management's plans in regards
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.
/s/ Aidman, Piser & Company, P.A.
Tampa, Florida
July 10, 2007





                                       33
                                     F-2
<PAGE>

              Stem Cell Therapy International, Inc. and Subsidiary
                         (a development stage enterprise)
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>


<S>                                                         <C>           <C>
                                                                    March 31,
                                                            ------------------------
                                                                   2007        2006
                                                            ------------  ----------
ASSETS
Current assets:
     Cash                                                   $    27,905   $  32,642
     Inventory                                                    5,988           -
     Prepaid expenses                                            47,317      77,531
                                                            ------------  ----------
Total current assets                                             81,210     110,173


Certificate of deposit, restricted                                3,919     120,000
Deposits                                                          2,169       1,589
Prepaid expenses                                                 51,209       1,417
Intangible asset, net                                                 -       4,708
                                                            ------------  ----------
          Total assets                                      $   138,507   $ 237,887
                                                            ============  ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
     Accounts payable                                       $    62,875   $  28,370
     Accrued expenses                                            75,000      75,000
     Accrued payroll and payroll related expenses               170,557      35,000
     Deferred revenue                                            50,000           -
     Stockholder advances                                        48,753      48,377
     Due to related party                                       225,200     224,972
                                                            ------------  ----------
Total current liabilities                                       632,385     411,719


Commitments and contingencies (Note 8)                                -           -

Stockholders' deficit:
     Preferred stock; $.001 par value; 10,000,000 shares
          authorized and 500,000 issued and outstanding             500         500
     Common stock; $.001 par value; 100,000,000 shares
          authorized and 34,495,369 and 33,672,510 issued
          and outstanding, respectively                          34,495      33,672
     Additional paid-in capital                                 660,575     324,398
     Deficit accumulated during development stage            (1,189,448)   (532,402)
                                                            ------------  ----------
Total stockholders' deficit                                    (493,878)   (173,832)
                                                            ------------  ----------

          Total liabilities and stockholders' deficit       $   138,507   $ 237,887
                                                            ============  ==========

</TABLE>

The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.


                                     F-3
<PAGE>
              Stem Cell Therapy International, Inc. and Subsidiary
                        (a development stage enterprise)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
<S>                                              <C>            <C>           <C>
                                                                                Period from December 2,
                                                         Years Ended            2004 (Date of Inception)
                                                           March 31,               through March 31,
                                                 ---------------------------  -------------------------
                                                      2007          2006                  2007
                                                 -------------  ------------  -------------------------

Revenue                                          $    345,510   $    80,934   $                426,444
Cost of goods sold:
     General                                          173,993        52,100                    226,093
     Loss on firm purchase commitment                 116,000             -                    116,000
                                                 -------------  ------------  -------------------------
Gross margin                                           55,517        28,834                     84,351


Operating expenses:
     Selling, general & administrative expenses       714,227       537,072                  1,277,579
                                                 -------------  ------------  -------------------------

Loss from operations                                 (658,710)     (508,238)                (1,193,228)

     Interest income, net                               1,664         2,077                      3,780
                                                 -------------  ------------  -------------------------
Net loss before taxes                                (657,046)     (506,161)                (1,189,448)
Income tax expense                                          -             -                          -
                                                 -------------  ------------  -------------------------

Net loss                                             (657,046)     (506,161)                (1,189,448)
Less dividends on preferred stock                           -       (10,000)                   (10,000)
                                                 -------------  ------------  -------------------------

Loss attributable to common shareholders         $   (657,046)  $  (516,161)  $             (1,199,448)
                                                 =============  ============  =========================

Net loss per share, basic & diluted              $       (.02)  $      (.02)  $                   (.04)
                                                 =============  ============  =========================

Weighted average number of common
     shares, basic & diluted                       34,310,534    26,339,010                 28,669,098
                                                 =============  ============  =========================
</TABLE>


The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.


                                     F-4
<PAGE>

              STEM CELL THERAPY INTERNATIONAL, INC. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE ENTERPRISE)
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM DECEMBER 2, 2004 (DATE OF INCEPTION) THROUGH MARCH 31, 2007

<TABLE>
<CAPTION>
<S>                          <C>          <C>       <C>        <C>      <C>           <C>            <C>

                                                                                      DEFICIT
                                                                                      ACCUMULATED
                             COMMON STOCK           PREFERRED STOCK     ADDITIONAL    DURING
                             ---------------------  ------------------  PAID-IN       DEVELOPMENT
                             SHARES       AMOUNT    SHARES     AMOUNT   CAPITAL       STAGE          TOTAL
                             -----------  --------  ---------  -------  ------------  -------------  ---------
Issuance of common
stock for cash
(December 2004)              11,600,000   $11,600           -  $     -  $         -   $          -   $ 11,600

Exercise of stock
options for services
(December 2004)                 500,000       500           -        -            -              -        500

Issuance of common
stock and options for
acquisition deposit
(December 2004)               5,000,000     5,000           -        -        2,749              -      7,749

Stock options issued
for services                          -         -           -        -          906              -        906

Issuance of common
stock for services
(January 2005)                2,170,000     2,170           -        -            -              -      2,170

Issuance of common
stock for cash
(January 2005)                  200,000       200           -        -            -              -        200

Issuance of common
stock for cash
(February 2005)               1,100,000     1,100           -        -            -              -      1,100

Issuance of common
stock for cash
(March 2005)                    650,000       650           -        -            -              -        650

Net loss for the period               -         -           -        -            -        (26,241)   (26,241)
                             -----------  --------  ---------  -------  ------------  -------------  ---------

Balance, March 31, 2005      21,220,000    21,220           -        -        3,655        (26,241)    (1,366)

Cancellation of common
stock issued and options
awarded for services
(May 2005)                   (5,600,000)   (5,600)          -        -       (2,749)             -     (8,349)

Issuance of common
stock for services
(September 2005)                379,000       379           -        -            -              -        379

Issuance of common
stock for intangible asset    5,000,000     5,000           -        -            -              -      5,000

Reverse acquisition,
September 1, 2005             6,310,678     6,311           -        -         (906)             -      5,405

Issuance of common
stock for a reduction i
n stockholder advances
(September 2005)              3,000,000     3,000           -        -            -              -      3,000

Issuance of common
stock for services
(September 2005)              3,030,000     3,030           -        -            -              -      3,030

Issuance of preferred
stock for cash
(September 2005)                      -         -     500,000      500       34,500              -     35,000

Dividend on
preferred stock                       -         -           -        -      (10,000)             -    (10,000)
Issuance of common
stock for services
(September 2005)                  6,400         6           -        -       11,994              -     12,000

Issuance of common
stock for services
(October 2005)                   11,882        12           -        -       11,988              -     12,000

Issuance of common
stock for services
(October 2005)                   20,000        20           -        -       20,980              -     21,000

Issuance of common
stock for services
(October 2005)                   10,000        10           -        -       17,490              -     17,500

Issuance of common
stock for services
(October 2005)                   10,000        10           -        -       14,490              -     14,500

Issuance of common
stock for services
(November 2005)                  13,953        14           -        -       11,986              -     12,000

Issuance of common
stock for services
(December 2005)                  30,000        30           -        -       29,070              -     29,100

Issuance of common
stock for services
(December 2005)                  12,000        12           -        -       11,988              -     12,000

Issuance of common
stock for services
(January 2006)                   10,000        10           -        -        7,555              -      7,565
</TABLE>

                                     F-5
<PAGE>

                      STEM CELL THERAPY INTERNATIONAL, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
           STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (CONTINUED)
 FOR THE PERIOD FROM DECEMBER 2, 2004 (DATE OF INCEPTION) THROUGH MARCH 31, 2007

<TABLE>
<CAPTION>


<S>                       <C>         <C>      <C>        <C>      <C>          <C>           <C>
                                                                                DEFICIT
                                                                                ACCUMULATED
                          COMMON STOCK         PREFERRED STOCK     ADDITIONAL   DURING
                          -------------------  ------------------  PAID-IN      DEVELOPMENT
                          SHARES      AMOUNT   SHARES     AMOUNT   CAPITAL      STAGE         TOTAL
                          ----------  -------  ---------  -------  -----------  ------------  ---------
Issuance of common
stock for services
(January 2006)                10,000       10          -        -        7,555            -       7,565

Issuance of common
stock for services
(January 2006)                14,118       14          -        -       11,986            -      12,000

Issuance of common
stock for services
(January 2006)                20,000       20          -        -       16,980            -      17,000

Issuance of common
stock for services
(February 2006)               14,118       14          -        -       11,986            -      12,000

Issuance of common
stock for services
(February 2006)               24,000       24          -        -       20,376            -      20,400

Issuance of common
stock for services
(February 2006)               48,000       48          -        -       40,752            -      40,800

Issuance of common
stock for services
(February 2006)               48,000       48          -        -       40,752            -      40,800

Issuance of common
stock for services
(March 2006)                  30,361       30          -        -       11,970            -      12,000

Net loss for the year
ended March 31, 2006               -        -          -        -            -     (506,161)   (506,161)
                          ----------  -------  ---------  -------  -----------  ------------  ----------

Balance, March 31, 2006   33,672,510   33,672    500,000      500      324,398     (532,402)   (173,832)

Issuance of common
stock for services
(April 2006)                  25,276       26          -        -       21,974            -      22,000

Issuance of common
stock for services
(May 2006)                    16,484       16          -        -       11,984            -      12,000

Issuance of common
stock for services
(June 2006)                  422,599      423          -        -      167,577            -     168,000

Issuance of common
stock for services
(July 2006)                  330,265      330          -        -      122,670            -     123,000

Issuance of common
stock for services
(August 2006)                 28,235       28          -        -       11,972            -      12,000

Net loss for the year
ended March 31, 2007               -        -          -        -            -     (657,046)   (657,046)
                          ----------  -------  ---------  -------  -----------  ------------  ----------

Balance, March 31, 2007   34,495,369  $34,495    500,000  $   500  $   660,575  ($1,189,448)  ($493,878)
                          ==========  =======  =========  =======  ===========  ============  ==========
</TABLE>



The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.

                                     F-6
<PAGE>

              Stem Cell Therapy International, Inc. and Subsidiary
                        (a development stage enterprise)
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>


<S>                                           <C>                  <C>                  <C>
                                                                               Period from December 2,
                                                        Years Ended            2004 (Date of Inception)
                                                         March 31,                through March 31,
                                              ------------------------------  -------------------------
                                                   2007            2006                  2007
                                              --------------  --------------  -------------------------
OPERATING ACTIVITIES:
  Net loss                                    $    (657,046)  $    (506,161)  $             (1,189,448)
  Adjustments to reconcile net loss
  to net cash used by operating activities:
    Stock based compensation                        325,539         308,539                    562,812
    Recapitalization                                      -           5,405                          -
    Investment income reinvested                     (2,943)              -                     (2,943)
    Amortization                                        375               -                        667
    Write off of intangible asset                     4,333               -                      4,333
    (Increase) decrease in:
      Inventory                                      (5,988)              -                     (5,988)
      Prepaid expenses                               (8,117)        (75,107)                   (12,318)
      Deposits                                         (580)          3,410                     (2,169)
    Increase in:
      Accounts payable                               34,505          22,863                     62,875
      Accrued payroll                               135,557          35,000                    170,557
      Accrued expenses                                    -          75,000                     75,000
      Deferred revenue                               50,000               -                     50,000
                                              --------------  --------------  -------------------------
  Net cash used by operating activities            (124,365)       (131,051)                  (286,622)
                                              --------------  --------------  -------------------------

INVESTING ACTIVITIES:
  Proceeds from (investment in)
  certificate of deposit, restricted                119,024        (120,000)                      (976)
                                              --------------  --------------  -------------------------
  Net cash provided (used) by
  investing activities                              119,024        (120,000)                      (976)
                                              --------------  --------------  -------------------------

FINANCING ACTIVITIES:
  Proceeds from advances from stockholder               376          27,685                     52,528
  Payments to stockholder                                 -            (774)                      (775)
  Advances from related party                           228         224,972                    225,200
  Proceeds from sale of stock                             -          24,500                     38,550
                                              --------------  --------------  -------------------------
  Net cash provided by financing activities             604         276,383                    315,503
                                              --------------  --------------  -------------------------

NET (DECREASE) INCREASE IN CASH                      (4,737)         25,332                     27,905
Cash at beginning of period                          32,642           7,310                          -
                                              --------------  --------------  -------------------------
Cash at end of period                         $      27,905   $      32,642   $                 27,905
                                              ==============  ==============  =========================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION AND NON-CASH FINANCING ACTIVITIES:

Cash paid for interest                        $       1,554   $          79   $                  1,663
                                              ==============  ==============  =========================
Common stock issued for a reduction in
advance from stockholder                      $           -   $       3,000   $                  3,000
                                              ==============  ==============  =========================
Common stock returned for
acquisition deposit                           $           -   $      (7,749)  $                      -
                                              ==============  ==============  =========================
Common stock issued for purchase
of intangible asset                           $           -   $       5,000   $                  5,000
                                              ==============  ==============  =========================

</TABLE>



The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.


                                     F-7
<PAGE>

                      Stem Cell Therapy International, Inc.
                        (a development stage enterprise)
                   Notes to Consolidated Financial Statements
                   For the Years Ended March 31, 2007 and 2006
          and for the period from December 2, 2004 (Date of Inception)
                             through March 31, 2007


1.     BACKGROUND INFORMATION, BASIS OF PRESENTATION AND BUSINESS REORGANIZATION

Company  background:

Stem  Cell  Therapy  International,  Inc.  (the  "Company"),  was  originally
incorporated  in  the state of Nevada on December 28, 1992 as Arklow Associates,
Inc.  The  Company's operating business is Stem Cell Therapy International Corp.
("Stem  Cell  Florida")  a  wholly owned subsidiary which is a development stage
enterprise  and was incorporated in the state of Nevada on December 2, 2004. The
corporate  headquarters  is  located  in  Tampa,  Florida.

The  Company  is  engaged  in the licensing of stem cell technology, the sale of
stem  cell  products, and information, education, and referral services relating
to  potential  stem  cell therapy patients. The Company purchases allo stem cell
biological  solutions that are currently being used in the treatment of patients
suffering  from  degenerative  disorders  of the human body such as Alzheimer's,
Parkinson's  Disease,  ALS,  leukemia,  muscular  dystrophy, multiple sclerosis,
arthritis,  spinal cord injuries, brain injury, stroke, heart disease, liver and
retinal  disease,  diabetes  as well as certain types of cancer. The Company has
established  agreements  with  three  highly  specialized,  professional medical
treatment  facilities  in  the  Ukraine,  China  and  Mexico  where  stem  cell
transplantation  therapy  is  approved  by  the  appropriate  local  government
agencies.  The  Company intends to provide these biological solutions containing
stem  cell  products  in  the  United  States  to  universities,  institutes and
privately  funded  laboratory  facilities  for  research  purposes  and clinical
trials.  Its  products,  which are available now, include various allo stem cell
biological  solutions  (containing human stem cells), low-molecular proteins and
human  growth  factor  hormones.  The  Company  intends  to  deliver  stem  cell
transplants  worldwide  and  educate and consult with physicians and patients in
the  clinical  aspects  of  stem  cell  transplantation.

Business  reorganization:

Effective September 1, 2005, Stem Cell Florida entered into a Reorganization and
Stock  Purchase  Agreement  (the  "Agreement")  with  the  Company,  then  named
Altadyne,  Inc.,  a  company  quoted  on  the  Pink Sheets, which had no assets,
liabilities  or  ongoing  operations.  Under  the  terms  of  the agreement, the
Company,  (then  Altadyne) acquired 100% of the issued and outstanding shares of
common  stock  of  Stem  Cell  Florida  in  a non-cash transaction and Stem Cell
Florida  became  a  wholly  owned  subsidiary  of the Company. Subsequent to the
merger,  Altadyne  changed its name to Stem Cell Therapy International Inc. This
transaction is accounted for as a reverse merger, with Stem Cell Florida treated
as  the  accounting  acquirer  for  financial  statement  purposes.

The  results  of  operations for Stem Cell Florida, the accounting acquirer, for
the  period  from December 2, 2004 (Date of Inception) have been included in the
consolidated  statements  of  operations  of  the  Company.

Principles of consolidation:

The accompanying consolidated financial statements include the accounts of Stem
Cell Therapy International, Inc. and its wholly-owned subsidiary, Stem Cell
Therapy International Corp.  All intercompany accounts and transactions have
been eliminated.

2.     LIQUIDITY  AND  MANAGEMENT'S  PLANS

The  accompanying  consolidated financial statements have been prepared assuming
the  Company will continue as a going concern. For the year ended March 31, 2007
and  the  period  since  December  2, 2004 (date of inception) through March 31,
2007,  the  Company has had net losses of $657,046 and $1,189,448, respectively,
and  cash  used  in  operations  of $124,365 and $286,622, respectively, and has
negative  working  capital  of $551,175 at March 31, 2007. As of March 31, 2007,
the  Company  has  not  emerged  from  the  development  stage. In view of these
matters,  the ability of the Company to continue as a going concern is dependent
upon  the  Company's  ability  to  generate  additional financing and ultimately
increase  operations  and  to achieve a level of profitability. Since inception,
the  Company  has  financed  its  activities  principally from the use of equity
securities  to  pay for services and related party advances. The Company intends
on  financing  its  future  development activities and its working capital needs
largely  from  the  sale of equity securities and loans from the Company's Chief
Executive  Officer,  until  such  time  that  funds  provided  by operations are
sufficient  to fund working capital requirements. There can be no assurance that
the  Company  will  be successful at achieving its financing goals at reasonably
commercial  terms,  if  at  all.

                                     F-8
<PAGE>

3.     SIGNIFICANT  ACCOUNTING  POLICIES

     Use  of  estimates:

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America 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.

Concentration  of  credit  risk:

Cash  balances  are  maintained with a major financial institution in the United
States.  Deposits  with this bank may exceed the amount of insurance provided on
such  deposits.  Generally,  these  deposits  may  be  redeemed upon demand and,
therefore,  bear  minimal  risk.

Impairment of long-lived assets:

The  Company  evaluates  the  recoverability  of  its long-lived assets or asset
groups  whenever adverse events or changes in business climate indicate that the
expected undiscounted future cash flows from the related assets may be less than
previously  anticipated. If the net book value of the related assets exceeds the
undiscounted  future  cash  flows  of  the  assets, the carrying amount would be
reduced  to  the  present  value  of  their  expected  future  cash flows and an
impairment  loss would be recognized.  During the year ended March 31, 2007, the
Company  impaired  the  remaining  balance of $4,333 of intangible assets with a
charge  to  the  consolidated  statement  of  operations.

Revenue  recognition:

Revenue  is derived from the licensing of stem cell technology, the sale of stem
cell  products,  and  providing  informational  and  referral  services. Revenue
related  to these licenses, sales and services is recognized upon delivering the
license  or  product,  or  rendering  the  services,  respectively. Any payments
received  prior to delivery of the products or services are included in deferred
revenue  and  recognized  once  the  products  are delivered or the services are
performed.

Income  taxes:

Deferred  tax assets and liabilities are recognized for the estimated future tax
consequences  attributable  to  differences  between  the  financial  statements
carrying  amounts of existing assets and liabilities and their respective income
tax  bases.  Deferred  tax assets and liabilities are measured using enacted tax
rates  expected to apply to taxable income in the years in which those temporary
differences  are expected to be recovered or settled. The effect on deferred tax
assets  and  liabilities of a change in tax rates is recognized as income in the
period that included the enactment date.  Due to the Company's continued losses,
the  Company  has  placed  a  full  valuation allowance against the deferred tax
asset.

Loss  per  common  share:

Basic  and  diluted  loss  per  share are computed based on the weighted average
number  of common shares outstanding during the period. Common stock equivalents
are  not  considered  in  the  calculation of diluted earnings per share for the
periods  presented  if  their  effect would be anti-dilutive. The Company had no
common  stock  equivalents  outstanding  at  March  31,  2007  or  2006.

Stock-based compensation:

In  April  2006,  the  Company  adopted the provisions of Statement of Financial
Accounting  Standards  No.  123R  -  Share-based Payments ("FAS 123R") replacing
Accounting  for  Stock-Based  Compensation  ("FAS  123"),  which are similar and
require the use of the fair-value based method to determine compensation for all
arrangements  under which employees and others receive shares of stock or equity
instruments  (warrants  and  options).  The  adoption  of  SFAS  123R  had  no
significant  impact  on  the  Company's  results  of  operations.



                                     F-9
<PAGE>

3.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Reclassifications:

Certain  reclassifications  have  been  made  to  the  accompanying  fiscal 2006
consolidated financial statements to conform to the March 31, 2007 presentation.
Such  reclassifications  had  no  impact  on  net  loss  as previously reported.

Recently issued accounting pronouncements:

In  July  2006,  the  Financial  Accounting  Standards  Board (FASB) issued FASB
Interpretation  No. 48, ("FIN 48") "Accounting for uncertainty in income taxes -
an  interpretation  of  SFAS No. 109." This Interpretation provides guidance for
recognizing  and  measuring uncertain tax positions, as defined in FASB No. 109,
"Accounting  for  income  taxes." FIN 48 prescribes a threshold condition that a
tax position must meet for any of the benefit of an uncertain tax position to be
recognized  in  the  financial  statements.  Guidance is also provided regarding
derecognition,  classification and disclosure of uncertain tax positions. FIN 48
is  effective  for  fiscal  years beginning after December 15, 2006. The Company
does  not  expect  that this Interpretation will have a material impact on their
financial  position,  results  of  operations  or  cash  flows.
In  September  2006,  the  FASB  issued  SFAS  No. 157 ("SFAS 157"), "Fair Value
Measurements."  SFAS 157 clarifies the principle that fair value should be based
on  the  assumptions that market participants would use when pricing an asset or
liability.  Additionally, it establishes a fair value hierarchy that prioritizes
the  information  used  to  develop those assumptions. SFAS 157 is effective for
financial  statements issued for fiscal years beginning after November 15, 2007.
The  Company  does not expect the adoption of SFAS 157 to have a material impact
on  their  financial  position,  results  of  operations  or  cash  flows.
In  September  2006,  the  FASB  issued  SFAS  No. 158, ("SFAS 158), "Employers'
Accounting  for Defined Benefit Pension and Other Post-retirement Plans".  Among
other  items,  SFAS  158  requires  recognition  of the over-funded status of an
entity's  defined  benefit  postretirement  plan as an asset or liability in the
financial  statements,  the  measurement of defined benefit post-retirement plan
assets  and  obligations  as  of  the  end  of  the  employer's  fiscal year and
recognition  of  the  funded  status  of  defined post-retirement plans in other
comprehensive  income ("OCI").  The standard was effective for the Company as of
March  31,  2007.  The  adoption  of  SFAS  158  did  not  have an impact on the
Company's  financial  position,  results  of  operations  or  cash  flows.

In  February  2007,  the  FASB issued SFAS No. 159 ("SFAS 159"), "The Fair Value
Option  for Financial Assets and Financial Liabilities", which permits an entity
to  measure  certain  financial  assets and financial liabilities at fair value.
Under SFAS 159, entities that elect the fair value option will report unrealized
gains  and losses in earnings at each subsequent reporting date.  The fair value
option  may  be  elected  on  a  instrument-by-instrument  basis,  with  a  few
exceptions,  as  long  as  it is applied to the instrument in its entirety.  The
fair  value  option  election is irrevocable, unless a new election date occurs.
SFAS  159 establishes presentation and disclosure requirements to help financial
statement  users  understand the effect of the entity's election on its earnings
but  does  not  eliminate disclosure requirements of other accounting standards.
Assets  and liabilities that are measured at fair value must be displayed on the
face  of  the  balance  sheet.  SFAS 159 is effective as of the beginning of the
first  fiscal  year  that  begins after November 15, 2007.  The Company does not
expect  the  adoption  of  SFAS  159  to have a material impact on the financial
statements.

In  September  2006,  the  Securities  and  Exchange  Commission  issued  Staff
Accounting  Bulletin  ("SAB")  No.  108,  "Considering the Effects of Prior Year
Misstatements When Quantifying Current Year Misstatements." SAB No. 108 requires
analysis of misstatements using both an income statement (rollover) approach and
a  balance sheet (iron curtain) approach in assessing materiality and provides a
one-time  cumulative  effect transition adjustment. SAB No. 108 is effective for
our 2007 annual financial statements. The adoption of SAB No. 108 did not have a
material  impact  on  the  financial  statements.

Other  recent accounting pronouncements issued by the FASB (including its EITF),
the  AICPA,  and  the  SEC  did  not or are not believed by management to have a
material  impact  on  the  Company's  present  or  future  financial statements.



                                      F-10
<PAGE>
4.     RELATED  PARTY  TRANSACTIONS

Stockholder  advances  consist  of  advances  from  an  officer  and significant
stockholder  of  the  Company  to  assist  the  Company in meeting its financial
obligations.  These  advances  are  non-interest  bearing,  unsecured and due on
demand.

Due to related party represents amounts payable to a consulting company owned by
an  officer  and significant stockholder. These amounts are non-interest bearing
and  unsecured.

5.     STOCKHOLDERS'  DEFICIT

     Capitalization:

The  Company  has  100,000,000  shares  of common stock authorized. In addition,
there  are  10,000,000  authorized shares of participating convertible preferred
stock,  $.001  par  value,  the  issuance of which is subject to approval by the
Board  of  Directors.  The  Board  of  Directors  has  the  authority to declare
dividends.  The  voting  rights  of  the  convertible preferred stockholders are
equivalent  to  that  of  the  common  stockholders.  Each  share of convertible
preferred  stock  can  be  converted at any time by the holder into one share of
common  stock.  As  of  March  31,  2007,  the  Company  had  500,000  shares of
convertible  preferred  stock  issued  and  outstanding.  Upon  issuance  of the
preferred  stock,  management  determined  that  the convertible preferred stock
contained  a  beneficial  conversion  feature  calculated  as  of  the  date  of
commitment,  September 15, 2005, based on the fair value of the closing price of
the  common  stock,  $0.07  per share, and an exercise price of $0.05 per share,
calculated as $25,000 paid for the preferred stock divided by the 500,000 shares
of  convertible  preferred  stock received. Each share of the preferred stock is
convertible  into  one  share of common stock with no additional investment. The
beneficial  conversion was recorded as a dividend, as the preferred stock can be
converted  at  any  time  after  the  issue  date.

Stock  options:

The following table summarizes the activity related to all Company stock options
for  the  year ended March 31, 2007 and 2006 and for the period from December 2,
2004  (Date  of  Inception)  through  March  31,  2007:

                                                               Weighted  Average
                                               Exercise Price  Exercise  Price
                                  Number of    per  Share      per  Share
                                  Stock        --------------  -----------------
                                  Options      Options         Options
                                  -----------  --------------  -----------------
Outstanding at December 2, 2004        -       $     -         $    -
  Granted                          6,000,000   $ 0.001-0.75    $ 0.18
  Exercised                         (500,000)  $ 0.001         $ 0.001
                                  -----------  --------------  -----------------
Outstanding at March 31, 2005      5,500,000   $ 0.003-0.75    $ 0.196
  Canceled  or  expired           (5,500,000)  $ 0.003-0.75    $ 0.196
                                  -----------  --------------  -----------------
Outstanding at March 31, 2006              -
                                  ===========  ==============  =================

There  were  no  options  granted  during  the  year  ended  March  31,  2007.

                                      F-11
<PAGE>

7.     INCOME TAXES

There was no current or deferred provision or benefit for income taxes for the
years ended March 31, 2007 and 2006 and for the period from December 2, 2004
(Date of Inception) through March 31, 2007.  The components of deferred tax
assets as of March 31, 2007 and 2006 are as follows:


                                  March 31,    March 31,
                                       2007         2006
                                 -----------  -----------
Deferred tax assets:
Accrued payroll                  $   64,200   $   13,200
Net operating loss carryforward     382,700      187,100
                                 -----------  -----------
                                    446,900      200,300
Less: Valuation allowance          (446,900)    (200,300)
                                 -----------  -----------
                                 $        -   $        -
                                 ===========  ===========

The Company has incurred operating losses since its inception and, therefore, no
tax  liabilities  have  been  incurred  for the periods presented. The amount of
unused tax losses available to carry forward and apply against taxable income in
future  years  totaled  approximately $980,000 at March 31, 2007. The loss carry
forwards  expire  beginning  in  2025.  Due  to  the Company's continued losses,
management has established a valuation allowance equal to the amount of deferred
tax  assets  due  to  it  being  more  likely than not that the Company will not
realize  this  benefit.

The income tax provision differs from the amount of tax determined by applying
the Federal statutory rate as follows:
<TABLE>
<CAPTION>


<S>                       <C>            <C>          <C>
                                                      Period from
                                                      December 2,
                                                      2004 (Date of
                                                      Inception)
                             Years Ended March 31,    through March 31,
                          --------------------------  -------------------
                                  2007         2006                 2007
                          -------------  -----------  -------------------

Income tax provision
at statutory rate         $   (223,400)  $ (172,100)  $         (404,400)
Increase (decrease) in
income tax due to:
  Nondeductible expenses           600           60                  700
State income taxes, net        (23,900)     (18,260)             (43,200)
  Change in valuation
  allowance                    246,700      190,300              446,900
                          -------------  -----------  -------------------
                          $          -   $        -   $                -
                          =============  ===========  ===================
</TABLE>


                      Stem Cell Therapy International, Inc.
                        (a development stage enterprise)
                   Notes to Consolidated Financial Statements
                   For the Years Ended March 31, 2007 and 2006
          and for the period from December 2, 2004 (Date of Inception)
                             through March 31, 2007

Income  taxes  are  based  on  estimates  of  the  annual effective tax rate and
evaluations  of  possible  future  events and transactions and may be subject to
subsequent  refinement  or  revision.

8.     COMMITMENTS  AND  CONTINGENCIES

Letter  of  credit:

The  Company  had  a  standing letter of credit with a financial institution for
$120,000  which  was  available  to  be drawn against accounts maintained by the
Company  with  the  financial  institution.  This  letter  of credit served as a
guarantee  of  payment  for a third party vendor. This standing letter of credit
was  collateralized  by  a  $120,000  certificate of deposit of which this third
party  had  drawn  $116,320  against this letter of credit as of March 31, 2007.
Following  the  draw, the Company has not replenished the letter of credit as of
March  31,  2007  nor  has the Company purchased the required minimum amounts of
biological  stem  cell  solutions  from  ICT as required by the agreement.  (see
discussion  of  the  licensing  agreement  below)

Consulting  agreements:

The  Company has entered into several consulting agreements with other companies
and  individuals to provide consulting and advisory services to the Company. The
agreements  provide for terms ranging from one to three years. Additionally, the
consulting agreements required the issuance of 4,239,000 shares of the Company's
common  stock  valued  at  $382,409  on  the  date  of  the



                                      F-12
<PAGE>

8.     COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

performance  commitment.  As  of  March  31,  2007, the Company had issued these
shares of common stock and has included $86,208 in prepaid expenses for services
not  yet  performed  pursuant  to  the  agreements.

The  Company  has  entered  into  several  consulting agreements with doctors to
provide  consulting and advisory services to the Company. The agreements provide
for  six  months  to one year service terms. In exchange for these services, the
Company  issued  a total of 110,000 shares of common stock valued at $114,230 on
the  date  of  the performance commitment. As of March 31, 2007, the Company had
issued  these  shares  of  common  stock  for services performed pursuant to the
agreements.

Effective  May  4,  2005, the Company entered into an agreement with Westminster
Securities  Corporation  ("Westminster")  for  consulting services and to secure
funding and/or lines of credit. In exchange for these services, the Company paid
Westminster  a  $20,000  retainer  and had agreed to pay 10% of any equity-based
funding,  8%  of  any  debt-based  convertible funding, 5% of any nonconvertible
debt-based  funding,  as  well  as, issue warrants equal to 10% of the number of
shares  of stock issued in connection with the funding. As of March 31, 2007, no
funding has been secured; however, Westminster did facilitate the acquisition of
Altadyne,  and  therefore  received  379,000 shares of common stock in September
2005.  The  Agreement with Westminster was mutually terminated effective January
4,  2006.

Licensing  agreement:

Effective  September  1,  2005,  the  Company  entered into a ten year licensing
agreement  with  the  Institute  of  Cell  Therapy,  a  company incorporated and
organized  under  the  laws of Kiev, Ukraine ("ICT"). Pursuant to the agreement,
the  Company  issued ICT 5,000,000 shares of the Company's common stock recorded
at the fair market value of the Company's common stock of $5,000.  The agreement
grants  the  Company  a  right and license in most parts of the world to utilize
patents,  processes and products owned or produced by ICT in connection with the
operation  of  the  Company's business. In exchange for the license, the Company
agrees  to  exclusively  purchase  all  biological  solution  of  stem cell Allo
Transplant materials from ICT. Such Allo Transplant materials shall be at a cost
of  $6,500  per  patient  per  condition.  The  licensing agreement guarantees a
minimum  purchase  of 60 portions per twelve month period. In the event that the
Company  is  unable  to purchase the minimum quantities, ICT will be entitled to
draw  upon  the  irrevocable  letter  of  credit at the rate of $2,000 for every
portion  less  than  the minimum required purchase. The Company had provided ICT
with  a $120,000 irrevocable letter of credit in ICT's favor for the first three
years  of  the  agreement.  In the event the Letter of Credit is drawn upon, the
Company  agreed  to  replenish  the  Letter  of Credit to the extent of any such
draws.  As  of  September 2006, the Company had not met the first year's minimum
purchase  requirement  and  ICT withdrew $116,000 on the letter of credit, which
has  been  included  in  the cost of goods sold in the accompanying Consolidated
Statements  of  Operations.  However,  ICT  was unable to provide the product as
requested  and the Company was required to purchase the stem cell materials from
alternative  sources.  Management  believes  that ICT's inability to provide the
requested  stem  cell  materials  relieves  the  Company  of  its obligations to
replenish the letter of credit and to fulfill the minimum purchase requirements.
As  such,  the accompanying consolidated financial statements do not reflect the
results, if any, of the Company's failure to purchase the minimum amount of stem
cell  materials  under  the  above  mentioned  license  agreement.



Financing  agreement:

During  the  year ended March 31, 2007, the Company entered into an agreement to
locate  financing with a third party for three years. As consideration for these
consulting  services,  the  Company  has  agreed  to  issue  500,000  shares  of
restricted  common  stock  and a 10% finder's fee for any funds brought into the
Company.  As  of  March  31,  2007, the Company has not entered into any funding
agreements,  and  therefore  the  third  party  is  not  owed any consideration.


                                      F-13
<PAGE>


9.     SUBSEQUENT  EVENTS

Subsequent  to  year  end,  the  Company  entered  into  a  six month consulting
agreement  with  a consulting group to provide consulting services in connection
with  finance  relations,  financial  services and mergers and acquisitions.  In
exchange for these services, the Company has issued the consulting group 300,000
shares  of  restricted  common  stock  valued  at  $117,000.

Subsequent  to  year  end,  the  Company  entered  into a three month consulting
agreement  with  a consulting group to provide consulting services in connection
management  consulting,  business  advisory  services  and public relations.  In
exchange for these services, the Company has issued the consulting group 250,000
shares of restricted common stock valued at $45,000 and an additional $2,500 per
month.

Effective  June  27,  2007, the Company entered into an agreement with Newbridge
Securities,  Corp. ("Newbridge") to assist the Company on a "best efforts" basis
in  raising  approximately  $250,000  in  a  private offering of up to 2 million
shares  of  restricted common stock at a price of $.125 per share.  Newbridge is
entitled to a selling concession of 10% of the gross proceeds of the offering, a
3%  non-accountable  expense  allowance and warrant coverage equal to 20% of the
total  securities  placed  in  the offering, including any penalty shares, at an
exercise  price  of  $.15  per  share.  The  Company  is  required  to  file  a
registration  statement  covering  the  above  securities  within 45 days of the
completion  of  the  offering.  If  the  Company  fails to have the registration
statement  deemed effective by the Securities and Exchange Commission within 135
days after the completion of the offering, the Company will issue to the holders
of the securities, additional shares of restricted common stock equal to 1.5% of
the number of shares purchased for each thirty-day period until the registration
statement is deemed effective, up to a maximum of eight such thirty-day periods.



                                      F-14
<PAGE>
ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
     FINANCIAL DISCLOSURE

NONE

ITEM 8A.     CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.
------------------------------------------------
Under  the  supervision  and with the participation of our Management, including
our  Chief  Executive  Officer  and  Chief  Financial  Officer,  we conducted an
evaluation  of  the effectiveness of the design and operations of our disclosure
controls  and  procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities  Exchange  Act of 1934, as amended (the "Exchange Act") as of the end
of  the  period  covered  by  this  report.  Based on this evaluation, our Chief
Executive  Officer  and  Chief  Financial  Officer  concluded that our financial
disclosure  controls  and  procedures  were  effective so as to timely identify,
correct  and  disclose information required to be included in our Securities and
Exchange  Commission  ("SEC")  reports  is  recorded,  processed, summarized and
reported  within  time  periods specified in the SEC rules and forms relating to
Stem  Cell  Therapy  International,  Inc.  and  was made known to them by others
within those entities, particularly during the period when this report was being
prepared.
There  have  been  no significant changes in the Company's internal control over
financial  reporting  or,  to  our  knowledge,  in  other  factors  that  could
significantly  affect  the  Company's internal controls over financial reporting
subsequent  to  the  evaluation  date.

ITEM  8B     OTHER  INFORMATION

None

PART  III

ITEM  9.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

The  following  table sets forth the names and ages of our current directors and
executive officers, their principal offices and positions and the date each such
person became a director or executive officer. The Board of Directors elects our
executive  officers  annually. Our directors serve one-year terms or until their
successors  are elected and accept their positions. The executive officers serve
terms  of  one year or until their death, resignation or removal by the Board of
Directors.  There  are  no family relationships or understandings between any of
the  directors  and executive officers. In addition, there was no arrangement or
understanding  between  any  executive  officer and any other person pursuant to
which  any  person  was  selected  as  an  executive  officer.


NAME OF DIRECTOR OR
EXECUTIVE OFFICER    AGE  CURRENT POSITION AND OFFICE
-------------------  ---  ----------------------------
                          Chief Executive Officer,
Calvin C. Cao         39  President and Chairman
-------------------  ---  ----------------------------
                          Chief Financial Officer
Daniel J. Sullivan    50  and Director
-------------------  ---  ----------------------------
                          Chief Operating Officer
                          and Patent Trademark Counsel
Lixian (John) Jiang   35  and Director
-------------------  ---  ----------------------------


CHAIRMAN  AND  CHIEF  EXECUTIVE  OFFICER  -  CALVIN  CAO:

     Calvin Cao founded Stem Cell Therapy International Corp., Tampa, Florida in
2004. After graduating from the University of South Florida in 1991, with a BSEE
degree  in  electrical  engineering,  Mr.  Cao launched Cao Computer Technology,
Tampa, FL, a company that provides engineering and business technology strategy,
product  development  and  designing  mission-critical  enterprise  systems. The
company  has  provided services for large businesses and universities as well as
state and local governments. He ran that company until 1996, when it merged with
International  Net  Corp,  Tampa,  FL,  which  is  a worldwide distributor of IT
products and other high-quality electronic products; of which Mr. Cao was also a
co-founder.  As  president  and Chief Operating Officer of International Net, he
was  engaged  in  mergers and acquisitions as well as raising capital until 1999
when  he  sold  his  shares  back  to  the  company.

     In  the  same year, he formed Micronet Capital Corp., an investment-banking
firm  that  specialized  in  assisting  start-up

                                       32
<PAGE>
companies  with  private  placements, M&A and other financial services. In 2004,
Micronet  Capital  Corp. merged with Global Capital Corp. to better position and
reflects the global presence of its services and offerings. Global Capital Corp.
remains  in  operation.

     In  2004,  Mr.  Cao co-founded Vascular Relief Centers Corp., which changed
its  name  to  Vein  Associates  of  America,  Inc.  ("Vein  Associates").  Vein
Associates  is  the  parent  company  of  Vein  Associates, PA, headquartered in
Heathrow,  FL,  which  operates  a  chain  of vascular clinics. Vein Associates'
clinics  specialize  in the diagnosis and non-surgical treatment of hemorrhoids,
varicose  and  spider  veins  using  minimally  invasive  procedures.

     In 2005, Mr. Cao decided to dedicate his energies to working full time with
Stem  Cell  Florida. Mr. Cao became president and chairman of the Company on the
closing  date  of  the  Reorganization  and Stock Purchase agreement between the
Company  and  Stem Cell Florida, September 9, 2005. He was reelected as chairman
in  March  2007 and his term expires March 2008, or when his replacement is duly
elected  and  qualified.

CHIEF  FINANCIAL  OFFICER  AND  DIRECTOR  -  DANIEL  J.  SULLIVAN

     Mr.  Sullivan  is  a  senior  financial executive with 25 years of industry
experience.

     After  graduating  from San Diego State University in 1980, in January 1981
Mr. Sullivan became an Accountant at KPMG Peat Marwick in Costa Mesa, California
where  he  became  a  manager in 1985 and left in September 1986. From September
1986  through  November  1987,  Mr.  Sullivan  was  Controller for Security Etch
International, Inc. in Irvine, California, a manufacturer of automobile security
devices.  From  November  1987 until October 1988, Mr. Sullivan was a Manager at
Wurth  and  Company  in  Orange, California, a certified public accounting firm.
From  October  1988  through  February 1993, Mr. Sullivan was Vice President and
Chief  Financial  Officer  of  Trillium  Management,  Inc.,  in  Los  Angeles,
California,  a  $75  million  trailer  manufacturer  and  truck/trailer  leasing
company,  which was acquired by Oshkosh Truck Corporation in Oshkosh, Wisconsin,
a $60 million freight trailer manufacturer, where Mr. Sullivan remained as Chief
Financial  Officer.  From  February 1993 through February 1994, Mr. Sullivan was
Chief  Financial  Officer  for  Bitec  Southeast,  Inc.  in  Tampa, Florida, and
industrial  and  medical  gases and welding equipment distributor. From February
1994  until  November 1995, Mr. Sullivan was Chief Financial Officer for Quality
Products,  Inc.  in  Tampa, Florida, a holding company with industrial machinery
manufacturing,  steel  service  and  consumer products operations. From November
1995  through  November  1997,  Mr.  Sullivan  was  Chief  Financial Officer for
Stacey's  Buffet, Inc. in Largo, Florida, a public buffet restaurant chain. From
November 1997 through October 2003, Mr. Sullivan was Chief Financial Officer for
Selective  HR  Solutions,  Inc.,  a  professional  employer  organization.  From
November  2003  to  November  2004,  Mr.  Sullivan  was  employed  by  Skylynx
Communications, Inc. in Sarasota, Florida as Chief Financial Officer, a start-up
public  wireless  communications  company.

     Mr.  Sullivan became CFO and a director of the Company on December 2004. He
was  reelected as a director in March, 2006 and his term expires March, 2007, or
when his replacement is duly elected and qualified. He was reappointed as CFO in
March 2006 and his term expires March 2007, and is currently employed on a month
to  month  basis.  Mr.  Sullivan  is  a  part-time  employee  of  the  Company.

CHIEF  OPERATING  OFFICER  AND  PATENT  TRADEMARK  COUNSEL - LIXIAN (JOHN) JIANG


Lixian  (John)  Jiang  is a senior Attorney from China and a Patent Agent in the
United States. Mr. Jiang specializes in intellectual property law, China tax law
and  corporate  law. He has worked in a number of top specialty law firms before
he  joined  the  Company  in June of 2006. In addition, Mr. Jiang is a stem cell
scientist  with  a  PhD  Candidate  who  is  expecting  to get his formal degree
certificate  in  August  2006  Convocation Ceremony from the University of South
Florida  Medical  School.

From  December  2002  through  August  2003,  Mr.  Jiang  served as a Patent and
Trademark Attorney in Shanghai, China for Sounding Intellectual Property Counsel
Sino  Co.  Ltd. In this capacity, he performed inventor interviews, patent prior
art  searches  in  the  area  of  medical  science  and  chemistry,  drafted and
prosecuted  patent  applications in the areas of mechanic, chemistry and medical
sciences,  prosecuted  trademark  applications,  performed intellectual property
litigation  in  petition,  infringement  and  disputation,  and  docketed
patent/trademark  files  and  maintained dockets of all due dates for patent and
trademarks.

     From  December  2003  through  June  2006,  Mr.  Jiang  served  as a Patent
Prosecution  Agent for Cedar Patent LLC, in Tampa, Florida. In this capacity, he
performed  inventor  interviews, drafted computer science patent applications in
the  area  of  MSQL database and Macromedia flash communication server software,
performed  prior art searches for medical science and chemistry patents, drafted
and  prosecuted  medical  science  patent  applications in the fields of Chinese
medicine,  western  blotting,  PCR,  immunohistochemistry  staining,  cell
cryo-preservation,  gene  transfer,  including  a  patent  for PEP nadir and its
apparatus,  drafted  more  than  5  mechanical  patent  applications, prosecuted
Trademark  applications  and  docketed  patent/  trademark files; and maintained
docket  of  all  due  dates  for  patent  and  trademark  cases

Lixian  (John)  Jiang  is  currently employed in the capacity of Chief Operating
Officer  and  Patent  Trademark  Counsel  of


                                       33
<PAGE>
the  Company  and  reports  directly  to  the  Board  of Directors and the Chief
Executive  Officer  of the Company.  He was reelected in March 2007 and his term
expires  March  2008,  or  when  his  replacement is duly elected and qualified.

Lixian (John) Jiang is responsible for the supervision and the operations of the
facility  in China of the Company and a local Beijing hospital. He will commence
establishing  the  Company's  stem  cell  cryo-preservation  bank  in  China,
coordination  of patient treatment procedures with the hospital(s) in China, and
the ongoing management and oversight of the general business operations in China
of the Company, providing legal representation and directing the market of China
Operations,  as well as being the legal advisor for all of the Company's patents
and  trademarks  in  stem  cell  and  biotechnology  in  China.
EUROPEAN  SCIENTIFIC  AND  MEDICAL  ADVISORY  BOARD  -  EUROPE

     The  Company  has  also  engaged  the  following  persons  as  independent
consultants  to  assist  as part of its Scientific and Medical Advisory Board in
Europe:

SERGEI  MARTYNENKO,  Senior  Administrator  and  Director of the clinic in Kiev,
Ukraine.  Mr  .  Martynenko'  organizational,  administrative and communications
skills  provide  a vital link of information and technology exchange between the
Kiev  based  manufacturing,  research  and  development  facility  and  the SCTI
affiliated  patient  treatment  facility.

DR. YURIV GLADKIKH, Chief of Scientist: A graduate of the Kiev Medical Institute
of  A.A.  Bohomolets, Dr. Gladkikh has worked in Europe and Asia in the field of
management  and  organization  of  health  protection,  as  well  as research in
cryobiology  and  cryo-medicine,  internal diseases, virology, quantum, cell and
tissue  therapy,  modern  methods  of  diagnostics  and  laboratory  researches,
epidemiology  and  infectious  diseases.

DR.  GALINA  LOBYNTSEVA,  Chief  of  Manufacture:  A  graduate  of Kharkov State
University  with  a  specialty  in  genetics,  Dr.  Lobyntseva  has  been in the
forefront  of  research  in embryonic hematopoitic cells and work on methods for
long-term  storage  of  the cells at low temperatures. She has been working with
Cryobiology  and Cryomedicine at the National Academy of Sciences of the Ukraine
since  its  foundation  in  1972.  Ms.  Lobyntseva  has  received  15  authors'
certificates  and  patents.  Dr.  Lobyntseva is also responsible for the Quality
Control,  testing  and Quality Certification of every dose of the allo stem cell
biological  solution.

DR.  DIMITRIY  LOBYNTSEV, Director of Research: A graduate of the Odessa Academy
                        -
of  Cold  with  a  specialty  in  cryogenic  technique  and  technologies,  Dr.
Lobyntsevis  the  author  of five patents in the Ukraine and co-author of volume
one  of  "Human  Stem Embryonic Hemopoitic Cells. Theory and Clinical Practice."

DR.  VLADIMIR  GLADKIKH,  Medical  Director: A graduate of the Vinnitsa National
Medical  University  with  a  specialty  in  surgery, Dr. Gladkikh is engaged in
research  in  the  field  of  vascular  surgery.

SCIENTIFIC AND MEDICAL ADVISORY BOARD - UNITED STATES AND MEXICO

     The  Company  has  also  engaged  the  following  persons  as  independent
consultants  to  assist  as part of its Scientific and Medical Advisory Board in
the  United  States  and  Mexico:

DR. NICHOLAS KIPSHIDZE, MD., PH. D. - Lenox Hill Hospital, NYC

DR. WEIWEN DENG, MD., PH.D. - Research Instructor, Tulane University, LA

DR. ALEXEY BERSENEV, MD., PH.D. - Thomas Jefferson University, PA

IGOR KATKOV, PH.D. - Project Scientist, Level V, UCSD & Burnham Institute, La
Jolla, CA

DR. SALVADOR VARGAS, MD., - Betania West Institute, Tijuana, Mexico

DR. LUIS JORGE QUINTERO, MD., - Neurosurgery, Tijuana, Mexico

DR. NIKITA TREGUBOV, MD., - Internal Medicine, Walter Reed Army Institute of
Research, Seminole, FL

     Each  member  of the Advisory Board, that is not a member of the management
of  ICT,  receives  10,000 shares of restricted common stock as compensation for
services provided to the Company as a member of the Advisory Board. These shares
are  awarded  without regard to the number of patients recommended for stem cell
therapy,  if  any.

     Management believes that it has recruited industry respected individuals to
form  the  Advisory  Board  and  encourages all members of the Advisory Board to
recommend  only  what  is  in  the  best  interest  of each patient. A potential
conflict  of  interest

                                       34
<PAGE>
exists  as  the  member  of the MSAB are compensated in restricted stock and the
value  of  that  stock  may  be  influenced  by the number of patient procedures
recommended  by  the  Advisory  Board.  In addition, two members of the Advisory
Board  located  in  Mexico are also treating physicians, which could result in a
potential  conflict  of  interest.

     Some  members  of  the  Advisory  Board are requested to perform additional
services  such  as evaluate new technologies and products that are available for
stem  cell  treatment.  These  Advisory  Board  members  are  compensated  with
additional  shares  of  the  Company  stock  as  determined  by  the  Company.

ITEM 10. EXECUTIVE COMPENSATION

No Executive or employee was compensated over $100,000 for fiscal years ended
2007 or 2006.
SUMMARY COMPENSATION TABLE

                                                                 ALL
                                                                 OTHER
                                                  STOCK  OPTION  COMPEN
NAME                       YEAR   SALARY  BONUS  AWARDS  AWARDS  SATION   TOTAL
PRINCIPAL POSITIONS        ENDED     ($)    ($)     ($)  ($)(A)     ($)      ($)
-------------------------  -----  ------  -----  ------  ------  -------  ------
Calvin Cao,                 2007  80,000      -       -       -        -  80,000
  President                 2006  20,000      -       -       -        -  20,000
-------------------------  -----  ------  -----  ------  ------  -------  ------
Peter Sidorenko,
(Terminated January 2007)   2007  45,000      -       -       -        -  45,000
  Chief Operating Officer   2006  15,000      -       -       -        -  15,000
-------------------------  -----  ------  -----  ------  ------  -------  ------
Daniel Sullivan,            2007       -      -       -       -        -       -
  Chief Financial Officer   2006       -      -       -       -        -       -
-------------------------  -----  ------  -----  ------  ------  -------  ------

The Company does not have any annuity, retirement, pension, deferred or
incentive compensation plan or arrangement under which any executive officers
are entitled to benefits, nor does the Company have any long-term incentive plan
pursuant to which performance units or other forms of compensation are paid.
Executive officers may participate in group life, health and hospitalization
plans if and when such plans are available generally to all employees. All other
compensation consisted solely of health care premiums.

DIRECTOR COMPENSATION

Directors of the Company who are not employees or consultants do not receive any
compensation  for  their  services as members of the Board of Directors, but are
reimbursed for expenses incurred in connection with their attendance at meetings
of  the  Board  of  Directors.

                                                    Change in
                                          Non-      Pension
                                          Equity    Value and
                 Fees                     Incent-   Non Qualified  All
                 Earned                   ive Plan  Deferred       Other
                 or Paid  Stock   Option  Compen-   Compensation   Compen
                 in Cash  Awards  Awards  sation    Earnings       sation  Total
Name                 ($)     ($)     ($)       ($)            ($)     ($)    ($)
---------------  -------  ------  ------  --------  -------------  ------  -----
Calvin Cao             -       -       -         -              -       -      -
---------------  -------  ------  ------  --------  -------------  ------  -----
Daniel Sullivan        -       -       -         -              -       -      -
---------------  -------  ------  ------  --------  -------------  ------  -----
Lixian Jiang           -       -       -         -              -       -      -
---------------  -------  ------  ------  --------  -------------  ------  -----


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  shows  the  beneficial  ownership  of  Stem  Cell Therapy
International,  Inc.  common  stock  as of March 31, 2007.  The table shows each
person  known  to  us  who  owns  beneficially  more  than  five  percent of the
outstanding  common  stock  of  Stem  Cell  Therapy International, Inc. based on
34,495,369  shares  being outstanding as of March 31, 2007, and the total amount
of  common  stock  of Stem Cell Therapy International, Inc. owned by each of its
Directors  and  Executive  Officers  and  for all of its Directors and Executive
Officers  as  a  group.


NAME AND ADDRESS OR                 AMOUNT AND NATURE OF      PERCENTAGE
NUMBER IN GROUP                     BENEFICIAL OWNERSHIP (1)  OF CLASS (2)
----------------------------------  ------------------------  ------------

Global Capital Corp.
2203 N. Lois Avenue, 9th Floor
Tampa, FL  33607                                  4,000,000          11.5%

Institute of Cell Therapy
c/o Alan Brutten, Attorney at Law
1341 Ocean Parkway
Brooklyn, NY 11230                                5,000,000          14.5%

Thuy-Van Chau
2203 N. Lois Avenue, 9th Floor
Tampa, FL 33607                                   3,000,000           8.7%

Vivian Cao Irrevocable Trust
2203 N. Lois Avenue, 9th Floor
Tampa, FL 33607                                   2,000,000           5.8%

Christopher Cao Irrevocable Trust
2203 N. Lois Avenue, 9th Floor
Tampa, FL 33607                                   2,000,000           5.8%

Calvin C. Cao
2203 N. Lois Avenue, 9th Floor
Tampa, FL  33607                              11,000,000 (1)         31.9%


                                       35
<PAGE>
Daniel J. Sullivan
2203 N. Lois Avenue, 9th Floor
Tampa, FL  33607                                    200,000            .6%

M. Richard Cutler
c/o Cutler Law Group
3206 West Wimbledon Drive
Augusta, GA  30909                             2,674,196 (2)          7.8%

RHL Management, Inc.
c/o Cutler Law Group                                           100% Series
3206 West Wimbledon Drive                                      A Preferred
Augusta, GA  30909                                  500,000          Stock

All Directors and
Executive Officers
as a Group (2 persons)                           11,200,000          32.5%

(1)     Consists  of  4,000,000  shares  held by Global Capital Corp., 2,000,000
shares  held  by  Vivian  Cao  Irrevocable  Trust  and  2,000,000 shares held by
Christopher  Cao  Irrevocable Trust  and 3,000,000 shares held by Thuy-Van Chau.

(2)     Consists  of  1,292,259  shares  held  by Cutler Law Group and 1,381,937
shares  held  by  R  Capital  Partners,  Inc.


BENEFICIAL  OWNERSHIP OF SECURITIES: Pursuant to Rule 13d-3 under the Securities
Exchange  Act  of  1934,  involving  the  determination  of beneficial owners of
securities, includes as beneficial owners of securities, any person who directly
or indirectly, through any contract, arrangement, understanding, relationship or
otherwise  has,  or shares, voting power and/or investment power with respect to
the securities, and any person who has the right to acquire beneficial ownership
of  the  security  within sixty days through means including the exercise of any
option,  warrant  or  conversion  of  a  security.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Stockholder  advances  of  $48,753  consist  of  advances  from  an  officer and
stockholder  of  the  Company  to  assist  the  Company in meeting its financial
obligations.  These  advances  are  non-interest  bearing,  unsecured and due on
demand.

Due  to  related  party  of  $225,200,  represents  a  demand  note payable to a
consulting  company owned by a significant stockholder. The note is non-interest
bearing  and  unsecured.

The  above  terms  and  amounts  are not necessarily indicative of the terms and
amounts  that  would have been received had comparable transactions been entered
into  with  independent  party.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibit Index. The following exhibits are filed with or incorporated by
     -------------
reference into this quarterly report:

3.1     Articles of Incorporation of Stem Cell Therapy International, Inc., as
        amended*
3.2     Articles of Incorporation of Stem Cell Therapy Corp.*
3.3     Certificate of Designation of Series A Preferred Stock*
3.4     By-laws of Stem Cell Therapy International, Inc.*
10.1     Business Consulting and Services Agreement dated as of December 16,
         2004 between Stem Cell Therapy International Corp. and PMS SA.*
10.2     Consulting Agreement dated as of January 4, 2005 between Stem Cell
         Therapy International Corp. and RES Holdings Corp.*
10.3     Investor and Media Relations Contract dated as of February 10, 2005
         between Stem Cell Therapy International Corp. and Stern & Co.*
10.4     Executive Suite Lease Agreement dated as of February 15, 2005 between
         Stem Cell Therapy International Corp. and Wilder Corporation.*

                                       36
<PAGE>
10.5     Engagement Letter dated as of May 3, 2005 between the Company and
         Westminster Securities Corporation.*

10.6     Reorganization and Stock Purchase Agreement dated as of September 1,
         2005 between the Company (then Altadyne, Inc.), Stem Cell Therapy
         International Corp. and R Capital Partners, Inc.*

10.7     Licensing Agreement dated as of September 1, 2005 between the Company
         and Institute of Cell Therapy.*

10.8     Consulting Agreement dated as of September 1, 2005 between the Company
         and European Consulting Group, LLC.*

10.9     Consulting Agreement dated as of September 1, 2005 between the Company
         and Global Management Enterprises, LLC.*

10.10    Consulting Agreement dated as of September 1, 2005 between the Company
         and USA Consulting Group, LLC.*

10.11    Professional Services Agreement dated as of September 7, 2005 between
         the Company and Bridgehead Group Limited , Inc.*

10.12    Public Relations Agreement dated as of September 19, 2005 between the
         Company and Stern & Co.*

10.13    Advisory Physician Agreement dated as of October 4, 2005 between the
         Company and Alexey Bersenev.*

10.14    Medical and Scientific Advisory Board Member Agreement dated as of
         October 10, 2005, between the Company and Dr. Weiwen Deng.*

10.15    Medical and Scientific Advisory Board Member Agreement dated as of
         October 24, 2005, between the Company and Dr. Jorge Quintero.*

10.16    Medical and Scientific Advisory Board Member Agreement dated as of
         October 24, 2005, between the Company and Dr. Salvador Vargas.*

10.17    Medical and Scientific Advisory Board Member Agreement dated as of
         December 2, 2005 between the Company and Dr. Igor Katkov.*

10.18    Medical and Scientific Advisory Board Member Agreement dated as of
         December 2, 2005, between the Company and Dr. Nikita Tregubov.*

10.19    Business Advisory Board Agreement dated as of December 5, 2005 between
         the Company and Fred J. Villella.*

10.20    Business Development Advisory Agreement dated as of January 1, 2006
         between the Company and Alexander Kulik.*

10.21    Termination and Modification of Engagement Letter dated January 4,
         2006 between the Company and Westminster Securities Corporation.*

10.22    Business Consulting and Services Agreement dated January 20, 2006
         between the Company and Julio C. Ferreira dba Sphaera Inte-Par.*

10.23    Business Development Advisory Agreement dated as of February 7, 2006
         between the Company and Gus Yepes.*

10.25    Treating Physician Agreement dated as of October 24, 2005 between the
         Company and Dr. Salvador Vargas.*

10.26    Treating Physician Agreement dated as of October 24, 2005 between the
         Company and Dr. Jorge Quintero.*

10.27    Consulting Agreement dated as of June 9, 2006 between the Company and
         Rick Langley.**

10.28    Patient Treatment Agreement dated November 1, 2006 between the Company
         and Shenzhen Beike Biotechnology Company Limited.

10.29    Consulting Agreement dated as of October 12, 2006 between the Company
         and SOS Resource Services, Inc.

21.      List of Subsidiaries*

31.1     Chief Executive Officer certification pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

32.1     Chief Executive Officer certification pursuant to 18 U.S.C. Section
         1350

32.2     Chief Financial Officer certification pursuant to 18 U.S.C. Section
         1350

* Previously filed with the Company's initial filing of Form 10-SB, file number
000-51931, filed on April 25, 2006, and incorporated by this reference as an
exhibit to this Form 10-QSB.

** Previously filed with the Company's filing of Form 10-QSB, filed on November
14, 2006 and incorporated by this reference as an exhibit.

                                       37
<PAGE>

(b) Reports on Form 8-K.


Form 8-K filed on August 4, 2006 reporting that effective July 19, 2006, the
Company terminated its prior accounting firm Pender Newkirk and Company LLP, as
its accounting firm and engaged Aidman, Piser & Company, P.A. , Certified Public
Accountants, Tampa, FL, as its new auditors.

Form 8-K filed on January 19, 2007 reporting that the Company and Peter
Sidorenko, the Company's Chief Operating Officer, mutually determined that Mr.
Sidorenko would be terminated from that position. The Company is presently
seeking a replacement for Mr. Sidorenko.

 ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVCIES

Audit  Fees
-----------

During  2007  and  2006,  we  incurred  fees  for  services  from  our principal
accountants  of  approximately  $55,700 and $31,500, respectively, for audit and
review  services  associated  with  our  filings.

Non-Audit  related  fees
------------------------

None

Tax  Fees
---------

None

All  Other  Fees
----------------

None

Audit  Committee  Pre-Approval  Process,  Policies  and  Procedures
-------------------------------------------------------------------

Our  principal auditors have performed their audit procedures in accordance with
pre-approved  policies and procedures established by our Board of Directors. Our
principal  auditors have informed our Board of Directors of the scope and nature
of  each service provided. With respect to the provisions of services other than
audit,  review,  or  attest  services,  our  principal  accountants brought such
services  to  the  attention  of our Board of Directors prior to commencing such
services.

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date: July 12, 2007

By:    /s/Calvin Cao
       -------------
Name:  Calvin Cao
Title: President
Date:  July 12, 2007



By:    /s/Daniel Sullivan
       ------------------
Name:  Daniel Sullivan

Title: Chief Financial Officer and
       Chief Accounting Officer

                                       38
<PAGE>

Exhibit