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

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

                                  Amendment 1
                                       to
                                  FORM 10-KSB

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

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2008

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

                  FOR THE TRANSITION PERIOD FROM ____ TO ____.

                             COMMISSION FILE NUMBER
                                    0-17232

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

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

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

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

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

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

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section 13 or 15(d) of the 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 $132,960

<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, 2008, was
$3,069,028  based  upon  the  closing  sale  price of $0.075 or the Registrant's
common  stock,  $.001  par  value,  as  reported  by the National Association of
Securities  Dealers  OTC  Bulletin  Board  on  July  10,  2008.

     There  were  40,920,369  shares  of the Registrant's $.001 par value common
stock  outstanding  as  of  March  31,  2008.

     Transitional  Small  Business  Format  (check  one)  Yes [ ] NO [x]

                     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

<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") has been 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.

<PAGE>
     On  March  10,  2008,  the  Company entered into a Reorganization and Stock
Purchase  Agreement  and  its  amendments  (the "Agreement") with Histostem Co.,
Ltd., a Korean company ("Histostem"). Pursuant to the Agreement (as subsequently
amended),  the  Company  will acquire 90% of the issued and outstanding stock of
Histostem,  and  Histostem's shareholders will acquire a controlling interest in
the  Company.  The  original  definitive  agreement  called  for  closing of the
acquisition  by  April 30, 2008. Subsequent to Closing, the Company will be held
approximately  60%  by  Histostem  and  40%  by the existing shareholders of the
Company.  Upon completion of the acquisition, the Company will be renamed AmStem
International Corp., increase the authorized number of shares to 500,000,000 and
seek  a  new  symbol  on  the  over-the-counter  bulletin  board.

     On  April  22,  2008,  the  Company  amended  the  Agreement  to state that
Histostem  shall  have  received  funding at the date of the actual closing at a
minimum of 2 million dollars towards the initial round of funding of at least 10
million  dollars.  Subsequent  to that amendment, the actual closing deadline of
April  30,  2008  was  no  longer  in  effect.

     On  June  19,  2008,  the  Company  entered  into a second Amendment to the
Reorganization  and  Stock  Purchase  Agreement. In accordance with the terms of
this  second  Amendment,  the  Company and Histostem issued and delivered shares
reflecting  the  acquisition  of  Histostem  into  Escrow by the Company pending
resolution of outstanding litigation between Histostem Korea and Histostem, Inc.
(a  United  States  corporation  unrelated to Histostem) ("Histostem USA"). This
essentially  effectuates  an  immediate closing of the Histostem acquisition. In
the  Amendment the parties also agreed to complete a one for three reverse stock
split  of the Company's common stock. That reverse stock split will be completed
after  filing,  mailing  and  completion  of  a 14C Information Statement to the
Company's  shareholders  and  appropriate  notice  and  filings  with  the NASD.

COMPANY AND BUSINESS OVERVIEW

   The  Company's executive management team are: David Stark, President, Andrew,
J.  Norstrud, Chief Financial Officer; and Lixian Jiang, Chief Operating Officer
and  Patent  Trademark  Counsel.

   We  have  been  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.

   Our  mission  has  been 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.

   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.


<PAGE>
   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 for a more complete discussion.

   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.

   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 essentially act as a
"middle  man"  between  stem  cell  product  suppliers,  clinics,  and patients.

     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  has  been  derived 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  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.

<PAGE>
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 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 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.

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 Transplantation 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.


<PAGE>
   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
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.


<PAGE>
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 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.


<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)
-----------------------------------------------

          [Omitted here, but included in .pdf version filed herewith]

BASIC STEM CELL CYCLE

          [Omitted here, but included in .pdf version filed herewith]

<PAGE>
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)

          [Omitted here, but included in .pdf version filed herewith]

<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.

          [Omitted here, but included in .pdf version filed herewith]

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.

<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.

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

<PAGE>
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.

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,  dateMonth4Day28Year2006April  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

<PAGE>
-     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 Anemia
SOURCES: CBR; FCBS; Hearthstone.

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



<PAGE>
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).

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)


<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

   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 for the year ended March 31, 2007 and the period from
inception through March 31, 2008.  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 any liability for the Company's failure to purchase
the minimum amount of stem cell materials under the above mentioned license
agreement and as of the date of this filing, ICT has not made any claims against
the Company.  The agreement with ICT was terminated during the year ended March
31, 2008

<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
STEM CELL TRANSPLANTS                                           PATIENTS 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 two clinics:

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

   2.   Shenzhen, China

   The  clinics  in  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 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

<PAGE>
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 of
Ukraine.

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

Cryopreservation

   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
application  and  system  of  examination and treatment of patients with minimum
risk  and  maximum  effect  with  the  most  diversified  pathologies.

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

<PAGE>
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.

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.

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.

   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 two affiliate treatment facilities outside of the
United  States:  Shenzhen,  China  and  Tijuana,  Mexico.

<PAGE>
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,
[]   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.


<PAGE>
EMPLOYEES

   As  of  March  31,  2008, the Company employed 3 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  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.

   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.

<PAGE>
   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 will 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  President, David Stark, and Chief Financial Officer, Andrew Norstrud.
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.

     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.

<PAGE>
     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.

     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.

     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
stockholders 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.

     NEED  FOR  FINANCING.  In order to continue as a going concern, the Company
will  require  significant  additional  financing  or  a  merger  partner  with
substantial  resources.  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. Subsequent to year end, the
Company  entered  into a merger agreement to acquire another Company that should
positively  impact  the  Company's  liquidity,  however,  as of the date of this
filing,  the  agreement  has  not  yet  closed,  while  management  believes the
transaction  will  be  consummated,  there  can  be no assurance in that regard.

<PAGE>
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  $820.  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  $18,048 and $23,298 for the years months ended
March  31,  2008  and  2007.

     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 currently involved in a legal dispute over the payment and
performance of a consulting agreement.  The Company contends that the contract
never became effective, and therefore the consultant was not entitled to receive
compensation.  The consultant contends that the Company and its representatives
induced them to begin performance of the services early, based on certain
promises.  The original contract calls for the consultant to be awarded the
compensation of 3,000,000 shares of the Company's common stock valued at
$390,000.  The company currently holds the stock certificates and intends to
vigorously defend its position, however, the outcome of the proceedings cannot
be determined

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,  2008, the Company's shareholders agreed to
change  the  name of the Company to Amstem International Corp. and increased the
authorized  common  stock  to  500,000,000  shares.  The  Company  filed  and
distributed  a  Schedule  14C  to  reflect  that  change.

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").

     Currently  there  are 400,000 outstanding warrants and 3,650,000 oustanding
options to purchase stock.

PENNY  STOCK  REGULATIONS:

     Our  common  stock is quoted on the OTCBB, under the symbol "SCII". On July
10,  2008 the last reported sale price of our common stock was $0.075 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.

<PAGE>
     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)
2008
          First Quarter               $0.27          $0.08
2007
          Fourth Quarter              $0.21          $0.05
          Third Quarter               $0.40          $0.15
          Second Quarter              $0.43          $0.07
          First Quarter               $0.30          $0.098

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

     As of March 31, 2008 there were approximately 280 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

     Effective  May  11, 2007, the Company issued 250,000 shares of common stock
to  Mirador  Consulting  Group  in  connection  with  consulting  services to be
provided  to  the Company.  These shares were issued without any public offering
in  accordance  with  Section  4(2)  of  the Securities Act of 1933, as amended.

     Effective  June 25, 2007, the Company issued 300,000 shares of common stock
to Interactive Resources Group Inc. in connection with consulting services to be
provided  to  the Company.  These shares were issued without any public offering
in  accordance  with  Section  4(2)  of  the Securities Act of 1933, as amended.

     During  the  year ended March 31, 2008, the Company issued 2,000,000 shares
of  common  stock to accredited investors in connection with a private placement
offering  in  exchange  for  $250,000,  this amount includes $43,976 of offering
costs.  These  shares  were  issued  under  Regulation  D.

     During  the year ended March 31, 2008, the Company issued 375,000 shares of
common  stock  in conversion of common stock warrants.  These shares were issued
without  any  public  offering in accordance with Section 4(2) of the Securities
Act  of  1933,  as  amended.

     Effective  February  22,  2008, the Company issued 500,000 shares of common
stock  to Elite International Partners in connection with consulting services to
be  provided  to  the  Company.  These  shares  were  issued  without any public
offering  in  accordance  with  Section  4(2)  of the Securities Act of 1933, as
amended.


<PAGE>
     Effective  March 1, 2008, the Company issued 500,000 shares of common stock
to  Cutler  Law  Group  in  connection with legal services to be provided to the
Company. These shares were issued without any public offering in accordance with
Section  4(2)  of  the  Securities  Act  of  1933,  as  amended.

     Effective  March 1, 2008, the Company issued 250,000 shares of common stock
to  an  employee  in  connection  with the execution of an employment agreement.
These  shares were issued without any public offering in accordance with Section
4(2)  of  the  Securities  Act  of  1933,  as  amended.

     Effective  March 5, 2008, the Company issued 250,000 shares of common stock
to  First Capital Partners in connection with consulting services to be provided
to  the  Company.  These  shares  were  issued  without  any  public offering in
accordance  with  Section  4(2)  of  the  Securities  Act  of  1933, as amended.

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  (subsequent to year end, submitted his
resignation),  David  Stark,  President,  Andrew  J.  Norstrud,  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  initially  devoted  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, 2008, we had a
working  capital  deficit of $820,951 and an accumulated deficit from operations
of  $1,969,717.  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, 2008, 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.


<PAGE>
     On  March  10,  2008,  the  Company entered into a Reorganization and Stock
Purchase  Agreement  and  its  amendments  (the "Agreement") with Histostem Co.,
Ltd.,  a  Korean  company  ("Histostem").  Pursuant  to  the  Agreement  (as
subsequently  amended),  the  Company  will  acquire  90%  of  the  issued  and
outstanding  stock  of  Histostem,  and  Histostem's shareholders will acquire a
controlling  interest  in the Company.  The original definitive agreement called
for  closing  of  the acquisition by April 30, 2008.  Subsequent to Closing, the
Company  will  be  held  approximately  60% by Histostem and 40% by the existing
shareholders  of  the  Company.  Upon completion of the acquisition, the Company
will  be  renamed  AmStem International Corp., increase the authorized number of
shares  to  500,000,000  and  seek a new symbol on the over-the-counter bulletin
board.

     On  April  22,  2008,  the  Company  amended  the  Agreement  to state that
Histostem  shall  have  received  funding at the date of the actual closing at a
minimum of 2 million dollars towards the initial round of funding of at least 10
million  dollars.  Subsequent  to that amendment, the actual closing deadline of
April  30,  2008  was  no  longer  in  effect.

     On  June  19,  2008,  the  Company  entered  into a second Amendment to the
Reorganization  and  Stock  Purchase Agreement.  In accordance with the terms of
this  second  Amendment,  the  Company and Histostem issued and delivered shares
reflecting  the  acquisition  of  Histostem  into  Escrow by the Company pending
resolution of outstanding litigation between Histostem Korea and Histostem, Inc.
(a  United  States  corporation unrelated to Histostem) ("Histostem USA").  This
essentially  effectuates  an immediate closing of the Histostem acquisition.  In
the  Amendment the parties also agreed to complete a one for three reverse stock
split of the Company's common stock.  That reverse stock split will be completed
after  filing,  mailing  and  completion  of  a 14C Information Statement to the
Company's  shareholders  and  appropriate  notice  and  filings  with  the NASD.

CRITICAL ACCOUNTING POLICIES

     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, 2008 and for the years March 31, 2008 and 2007

     We had revenue of $132,960 during the year ended March 31, 2008 as compared
to  $345,510 of revenue for the comparable period in 2007.  Revenues during 2008
reflected  the  treatment of four patients and nine patients were treated during
the  same  period  ended  2007.

     Our  cost  of  goods  sold  for the stem cell biological material delivered
during the year ended March 31, 2008 was $52,268 as compared to $289,993 for the
same  period  ended  2007.  The  decrease  in  cost  of goods sold is due to the
decreased  number  of  treatments  and  during  the year ended March 31, 2007, 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.

<PAGE>

     Gross  margin  for the year ended March 31, 2008 was $80,692 as compared to
$55,517  for  the  year  ended  March  31, 2007. Gross margin as a percentage of
revenue  for  the  year  ended March 31, 2008 was 61% as compared to 16% for the
year ended March 31, 2007.  The increased gross margin is primarily due to using
alternative  vendors  for  treatment supplies and the Company did not enter into
any  agreements  with  a  minimum  purchase  requirement.

     Selling,  general and administrative expenses increased $944,548 or 132% to
$1,658,775  for  the  year  ended March 31, 2008 as compared to $714,227 for the
year ended March 31, 2007.  Selling, general and administrative expenses for the
year  ended  March  31,  2008  primarily  consists  of  the  following  items:

-    Payroll expense was $227,296 for the year ended March 31, 2008, which is an
     increase  of  $51,091 over the year ended March 31, 2007. This increase was
     due  to  the  Board  of  Directors approval of salary increases for the two
     executives  and  the  addition  of  a  Chief  Financial  Officer.

-    Professional fees-legal and accounting amounted to $496,594 for fiscal year
     2008 as compared to $92,244 for fiscal year 2007. The increase in legal and
     accounting  was  due  to the Company performing due diligence for potential
     merger  candidates  and  the  addition  of another legal firm to assist the
     Company  during  the  year  ended  March  31,  2008.

-    Professional  fees-consulting amounted to $701,456 for the year ended March
     31,  2008  as  compared  to  $357,282  for  2007.

     During  the  year  ended  March  31,  2008,  the  Company  issued 3,000,000
     shares  of  common  stock  valued  at $390,000 for investor relations; this
     contract  was terminated in February The Company is currently involved in a
     legal dispute over the payment and performance of the consulting agreement.
     The  Company  contends  that  the  contract  never  became  effective,  and
     therefore  the  consultant  was  not  entitled to receive compensation. The
     consultant  contends  that the Company and its representatives induced them
     to  begin performance of the services early, based on certain promises. The
     Company  currently  holds  the stock certificates and intends to vigorously
     defend  its  position  however,  the  outcome  of the proceedings cannot be
     determined.

     Our  net  loss for the year ended March 31, 2008 was $1,579,717 as compared
to  $657,046  during  the  same  period  in  2007.  The  loss primarily reflects
increases in payroll expenses, professional fees and stock compensation expense.

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, 2008 and
the  period  since  December 2, 2004 (date of inception) through March 31, 2008,
the  Company  has  had  a net loss of $1,579,717and $2,769,165, respectively and
cash  used  by  operations  of $168,708 and $455,330, respectively, and negative
working  capital  of  $430,576  at  March  31,  2008.

     As  of  March  31,  2008,  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.

     On  March  10,  2008,  the  Company entered into a Reorganization and Stock
Purchase  Agreement  and  its  amendments  (the "Agreement") with Histostem Co.,
Ltd.,  a  Korean  company  ("Histostem").  Pursuant  to  the  Agreement  (as
subsequently  amended),  the  Company  will  acquire  90%  of  the  issued  and
outstanding  stock  of  Histostem,  and  Histostem's shareholders will acquire a
controlling  interest  in the Company.  The original definitive agreement called
for  closing  of  the acquisition by April 30, 2008.  Subsequent to Closing, the
Company  will  be  held  approximately  60% by Histostem and 40% by the existing
shareholders  of  the  Company.  Upon completion of the acquisition, the Company
will  be  renamed  AmStem International Corp., increase the authorized number of
shares  to  500,000,000  and  seek a new symbol on the over-the-counter bulletin
board.

<PAGE>
     On  April  22,  2008,  the  Company  amended  the  Agreement  to state that
Histostem  shall  have  received  funding at the date of the actual closing at a
minimum of 2 million dollars towards the initial round of funding of at least 10
million  dollars.  Subsequent  to that amendment, the actual closing deadline of
April  30,  2008  was  no  longer  in  effect.

     On  June  19,  2008,  the  Company  entered  into a second Amendment to the
Reorganization  and  Stock  Purchase Agreement.  In accordance with the terms of
this  second  Amendment,  the  Company and Histostem issued and delivered shares
reflecting  the  acquisition  of  Histostem  into  Escrow by the Company pending
resolution of outstanding litigation between Histostem Korea and Histostem, Inc.
(a  United  States  corporation unrelated to Histostem) ("Histostem USA").  This
essentially  effectuates  an immediate closing of the Histostem acquisition.  In
the  Amendment the parties also agreed to complete a one for three reverse stock
split of the Company's common stock.  That reverse stock split will be completed
after  filing,  mailing  and  completion  of  a 14C Information Statement to the
Company's  shareholders  and  appropriate  notice  and  filings  with  the NASD.

          In  April  2008,  the Company entered into a consulting agreement with
Mirador  Consulting,  Inc.  to  provide management consulting services for three
months.  The  Company has agreed to issued 200,000 shares of common stock valued
at  $25,000.

     In  April 2008, the Company entered into a consulting agreement with Hunden
Consulting  Group  to  provide  investor  relations services for one year.  Fees
shall  be  paid to the consultant only if the consultant introduces the Company,
in  writing,  to a third party investor or merger candidate, then the fees shall
equal  10%  of  the  total  investment  or  loan  to the Company and if a merger
transaction occurs between the Company and a party introduced by the Consultant,
the  Consultant  would  be  entitled  to  receive  a  5%  commission.

     On  May 28, 2008, the Company entered into a consulting agreement with Shea
Financial,  LLC  to  provide fund raising services for a term of three months in
exchange  for  the right to purchase 500,000 shares of common stock at $0.05 per
share  upon  a  funding  commitment  to the Company of at least $10 million from
consultant  funding and $2,500,000 at the closing.  To date, the Company has not
received  any  funding  under  this  agreement.

     On  June  5, 2008, the Company entered into an agreement with Ventana Group
to  extend  a Credit Facility of up to $2,500,000 in bridge financing.  The loan
will  mature  the  sooner  of  180  days  from the date of funding with interest
accruing at a rate of 1.25% and principal and interest due at maturity.  Ventana
has  the  option  to  convert all or any portion of the loan to equity, with the
conversion  terms  to  be determined at a later date.  The Company has agreed to
pay  Ventana  a  5%  loan fee based on the amount of the draw down on the credit
facility  and to issue a warrant to purchase shares of common stock equal to 25%
of  the  loan  commitment ($2,500,000).  The number of warrants and strike price
shall  be  determined  using  the  45 day average trading price per share of the
stock  at  the  time  of  execution,  less  a 10% discount.  The warrant will be
exercisable  for  3  years  from  the  date of issuance.  As of the date of this
filing,  no  funding has been received, nor can there be any assurance regarding
the  closing  of  this  funding.

     On  June  12,  2008,  the Company sold 388,889 shares of common stock along
with an option to purchase an additional 722,222 shares of common stock at $0.09
per  share  to  an  accredited  investor  for  an  aggregate  price  of $35,000.

     Subsequent  to  year  end,  the Company borrowed money from related parties
totaling $45,000.  The notes are due on demand and bear interest at 7% per year.

 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.


<PAGE>
NEW  ACCOUNTING  PRONOUNCEMENTS


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  December  2007,  the  Financial  Accounting  Standards Board ("FASB") issued
Statement  of  Financial  Accounting  Standards ("SFAS") No. 141 (revised 2007),
Business  Combinations,  which  replaces  SFAS No 141. The statement retains the
purchase  method  of  accounting  for  acquisitions,  but  requires  a number of
changes,  including  changes in the way assets and liabilities are recognized in
the  purchase accounting. It also changes the recognition of assets acquired and
liabilities  assumed  arising from contingencies, requires the capitalization of
in-process research and development at fair value, and requires the expensing of
acquisition-related  costs  as incurred. SFAS No. 141R is effective for business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.

In  December  2007,  the FASB issued SFAS No. 160.  "Noncontrolling Interests in
Consolidated  Financial  Statements-and  Amendment  of  ARB  No.  51."  SFAS 160
establishes accounting and reporting standards pertaining to ownership interests
in  subsidiaries held by parties other than the parent, the amount of net income
attributable  to  the  parent  and  to the noncontrolling interest, changes in a
parent's  ownership  interest,  and the valuation of any retained noncontrolling
equity  investment  when  a  subsidiary  is deconsolidated.  This statement also
establishes  disclosure  requirements  that  clearly  identify  and  distinguish
between  the  interests  of  the  parent and the interests of the noncontrolling
owners.  SFAS  160  is effective for fiscal years beginning on or after December
15, 2008.  The adoption of SFAS 160 is not currently expected to have a material
effect  on  the  Company's  financial  position,  results of operations, or cash
flows.

In  March  2008,  the  Financial  Accounting  Standards Board (FASB) issued FASB
Statement  No.  161,  Disclosures  about  Derivative  Instruments  and  Hedging
Activities.  The  new  standard is intended to improve financial reporting about
derivative  instruments and hedging activities by requiring enhanced disclosures
to  enable investors to better understand their effects on an entity's financial
position,  financial  performance, and cash flows. It is effective for financial
statements  issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. The company is currently evaluating
the  impact  of  adopting  SFAS.  No.  161  on  its  financial  statements.

In  May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting  Principles."  The  current  GAAP  hierarchy,  as  set  forth  in the
American Institute of Certified Public Accountants (AICPA) Statement on Auditing
Standard  No.  69,  The  Meaning  of Present Fairly in Conformity with Generally
Accepted  Accounting  Principles, has been criticized because (1) it is directed
to  the auditor rather than the entity, (2) it is complex, and (3) it ranks FASB
Statements  of  Financial  Accounting Concepts.  The FASB believes that the GAAP
hierarchy  should  be  directed  to  entities  because it is the entity (not its
auditor)  that  is responsible for selecting accounting principles for financial
statements  that  are  presented in conformity with GAAP.  Accordingly, the FASB
concluded  that  the  GAAP  hierarchy should reside in the accounting literature
established  by  the  FASB and is issuing this Statement to achieve that result.
This  Statement  is effective 60 days following the SEC's approval of the Public
Company  Accounting Oversight Board amendments to AU Section 411, The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting Principles.  The
adoption  of  SFAS  No.  162  is  not  expected to have a material impact on the
Company's  financial  position.

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.

<PAGE>
ITEM 7. FINANCIAL STATEMENTS

TABLE OF CONTENTS:

     Report  of  Independent Registered Certified Public Accounting
     Firm-Aidman, Piser  &  Company  P.A.                                    F-2
     Consolidated  Balance  Sheets  as  of  March  31,  2008  and  2007      F-3
     Consolidated  Statements  of  Operations for the years ended
     March 31, 2008 and  2007 and  for  the  period  from  December
     2,  2004 (Date of Inception) through March  31,  2008                   F-4

     Consolidated Statement of Changes in Stockholders' (Deficit) for
     the period from  December  2,  2004 (Date  of  Inception)  through
     March  31,  2008                                                        F-5

     Consolidated  Statements  of  Cash Flows for the years ended March
     31, 2008 and  2007 and  for  the  period from December 2, 2004
     (Date of Inception) through  March  31,  2008                           F-8

     Notes  to  Consolidated  Financial  Statements                          F-9



<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, 2008 and 2007 and the related
consolidated  statements  of  operations,  changes in stockholders' deficit, and
cash  flows  for  the years then ended, and for the period from December 2, 2004
(date  of  inception)  through  March  31,  2008.  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  audits.

We  conducted  our  audits  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 audits 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 audits 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, 2008 and 2007
and  the  consolidated  results of their operations and their cash flows for the
years  then  ended  and for the period from December 2, 2004 (date of inception)
through  March  31,  2008  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, 2008, and had a deficit in working
capital  at March 31, 2008.   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 14, 2008










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

                                                            March 31,
                                                    --------------------------
                                                           2008          2007
                                                    ------------  ------------
ASSETS
Current assets:
     Cash                                           $     2,387   $    27,905
     Inventory                                                -         5,988
     Prepaid expenses                                   358,738        47,317
                                                    ------------  ------------
Total current assets                                    361,125        81,210

Certificate of deposit, restricted                            -         3,919
Deposits                                                  2,169         2,169
Prepaid expenses                                         10,792        51,209
                                                    ------------  ------------

          Total assets                              $   374,086   $   138,507
                                                    ============  ============


LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
     Accounts payable                               $   126,670   $    62,875
     Accrued expenses                                    99,000        75,000
     Accrued payroll and payroll related expenses       358,831       170,557
     Deferred revenue                                         -        50,000
     Stockholder advances                                     -        48,753
     Due to related party                               207,200       225,200
                                                    ------------  ------------
Total current liabilities                               791,701       632,385

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 40,920,369 and
         34,495,369issued and outstanding,
         respectively                                    40,920        34,495
     Additional paid-in capital                       2,310,130       660,575
     Deficit accumulated during development stage    (2,769,165)   (1,189,448)
                                                    ------------  ------------
Total stockholders' deficit                            (417,615)     (493,878)
                                                    ------------  ------------

          Total liabilities and stockholders'
             deficit                                $   374,086   $   138,507
                                                    ============  ============

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

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

                                                            Period from
                                                         December 2, 2004
                                  Years Ended           (Date of Inception)
                                   March 31,             through March 31,
                           ------------  ------------  --------------------
                               2008          2007              2008
                           ------------  ------------  --------------------

Revenue                    $   132,960   $   345,510   $           559,404
Cost of goods sold:
  General                       52,268       173,993               278,361
  Loss on firm purchase
    commitment                       -       116,000               116,000
                           ------------  ------------  --------------------
Gross margin                    80,692        55,517               165,043


Operating expenses:
     Selling, general
        & administrative
        expenses             1,658,775       714,227             2,936,354

Loss from operations        (1,578,083)     (658,710)           (2,771,311)

     Interest income, net       (1,634)        1,664                 2,146
                           ------------  ------------  --------------------
Net loss before taxes       (1,579,717)     (657,046)           (2,769,165)
Income tax expense                   -             -                     -
                           ------------  ------------  --------------------

Net loss                    (1,579,717)     (657,046)           (2,769,165)
Less dividends on
  preferred stock                    -             -               (10,000)
                           ------------  ------------  --------------------

Loss attributable to
  common shareholders      $(1,579,717)  $  (657,046)  $        (2,779,165)
                           ============  ============  ====================

Net loss per share,
  basic & diluted          $      (.04)  $      (.02)  $              (.09)
                           ============  ============  ====================

Weighted average
  number of common
  shares, basic & diluted   36,950,506    34,310,534            31,182,100
                           ============  ============  ====================


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


<PAGE>




<TABLE>
<CAPTION>

                                  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, 2008

<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 in
  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>

<PAGE>

<TABLE>
<CAPTION>

                              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, 2008

<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.

<PAGE>
<TABLE>
<CAPTION>

                                   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, 2008

<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
  (May 2007)                     250,000      250        -        -       44,750             -       45,000
Issuance of common
  stock for services
  (June 2007)                    300,000      300        -        -      116,700             -      117,000
Issuance of common
  stock for cash, net of
  offering costs (July 2007)   2,000,000    2,000        -        -      204,024             -      206,024
Issuance of warrants
  for consulting services
  (September 2007)                     -        -        -        -       23,750             -       23,750
Exercise of warrants
  (September 2007)               125,000      125        -        -         (125)            -            -
Share-based compens-
  ation to employees                   -        -        -        -      505,716             -      505,716
Issuance of warrants
  for consulting services
  (October 2007)                       -        -        -        -      419,864             -      419,864
Issuance of warrants
  for consulting services
  (December 2007)                      -        -        -        -       10,000             -       10,000
Exercise of warrants
  (December 2007)                125,000      125        -        -         (125)            -            -
Exercise of options
  (January 2008)               2,000,000    2,000        -        -            -             -        2,000
Issuance of common
  stock for services
  (February 2008)                500,000      500        -        -       62,000             -       62,500
Issuance of common
  stock for services
  (March 2008)                   750,000      750        -        -      176,750             -      177,500
Share-based compens-
  ation to employees
  (March 2008)                   250,000      250                         54,750             -       55,000
Issuance of warrants
  for consulting services
  (March 2008)                         -        -        -        -       28,700             -       28,700
Exercise of warrants
  (March 2008)                   125,000      125        -        -         (125)            -            -
Share-based compens-
  ation to employees
  (March 2008)                         -        -        -        -        2,926             -        2,926

Net loss for the year
  ended March 31, 2008                 -        -        -        -            -    (1,579,717)  (1,579,717)
                              ----------  -------  -------  -------  ------------  ------------  -----------

Balance, March 31, 2008       40,920,369  $40,920  500,000  $   500  $ 2,310,130   ($2,769,165)   ($417,615)
                              ==========  =======  =======  =======  ============  ============  ===========

</TABLE>

   The accompanying notes are an integral part of the consolidated financial
                                   statements
<PAGE>


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

                                                                Period from
                                                              December 2, 2004
                                         Years Ended         (Date of Inception)
                                          March 31,           through March 31,
                                       2008        2007             2008
                                  ------------  ----------  --------------------
OPERATING ACTIVITIES:
  Net loss                        $(1,579,717)  $(657,046)  $        (2,769,165)
  Adjustments to reconcile net
    loss to net cash used by
    operating activities:
    Share-based compensation to
      non-employees                   601,366     325,539             1,164,178
    Share-based compensation to
      employees                       563,642           -               563,642
    Investment income reinvested            -      (2,943)               (2,943)
    Amortization                            -         375                   668
    Write off of intangible asset           -       4,333                 4,333
    (Increase) decrease in:
      Inventory                         5,988      (5,988)                    -
      Prepaid expenses                 11,943      (8,117)                 (375)
      Deposits                              -        (580)               (2,169)
    Increase in:
      Accounts payable                 65,795      34,505               128,670
      Accrued payroll                 188,275     135,557               358,831
      Accrued expenses                 24,000           -                99,000
      Deferred revenue                (50,000)     50,000                     -
                                  ------------  ----------  --------------------
  Net cash used by operating
    activities                       (168,708)   (124,365)             (455,330)
                                  ------------  ----------  --------------------

INVESTING ACTIVITIES:
  Proceeds from certificate of
    deposit, restricted                 3,919     119,024                 2,943
                                  ------------  ----------  --------------------
  Net cash provided (used) by
    investing activities                3,919     119,024                 2,943
                                  ------------  ----------  --------------------

FINANCING ACTIVITIES:
  Proceeds from advances from
    stockholder                             -         376                52,528
  Repayment of stockholder
    advances                          (48,753)          -               (49,528)
  (Repayment) advances from
    related party, net                (18,000)        228               207,200
  Payment of stock offering costs     (43,976)          -               (43,976)
  Proceeds from sale of stock         250,000           -               288,550
                                  ------------  ----------  --------------------
  Net cash provided by financing
    activities                        139,271         604               454,774
                                  ------------  ----------  --------------------

NET (DECREASE) INCREASE IN CASH       (25,518)     (4,737)                2,387
Cash at beginning of period            27,905      32,642                     -
                                  ------------  ----------  --------------------
Cash at end of period             $     2,387   $  27,905   $             2,387
                                  ============  ==========  ====================


Supplemental disclosure of cash flow information and non-cash financing
activities:

Cash paid for interest            $     1,645   $   1,554   $             3,308
                                  ============  ==========  ====================
Common stock issued for a
  reduction in advance from
  stockholder                     $         -   $       -   $             3,000
                                  ============  ==========  ====================
Common stock issued for a
  reduction in accounts payable   $     2,000   $       -   $             2,000
                                  ============  ==========  ====================
Common stock issued for
  purchase of intangible asset    $         -   $       -   $             5,000
                                  ============  ==========  ====================

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


<PAGE>
                     Stem Cell Therapy International, Inc.
                        (a development stage enterprise)
                   Notes to Consolidated Financial Statements
                  For the Years Ended March 31, 2008 and 2007
          and for the period from December 2, 2004 (Date of Inception)
                             through March 31, 2008

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. To
date,  the  Company's  activities  have  been  limited  to  raising  capital,
organizational  matters  and the structuring of its business plan. The corporate
headquarters  is  located  in  Tampa,  Florida.

To  date, the Company has been 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.

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, 2008
and  the  period  since  December  2, 2004 (date of inception) through March 31,
2008, the Company has had net losses of $1,579,717 and $2,769,165, respectively,
and  cash  used  in  operations  of $168,708 and $455,330, respectively, and has
negative  working  capital  of $430,576 at March 31, 2008. As of March 31, 2008,
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.


<PAGE>
                     Stem Cell Therapy International, Inc.
                        (a development stage enterprise)
                   Notes to Consolidated Financial Statements
                  For the Years Ended March 31, 2008 and 2007
          and for the period from December 2, 2004 (Date of Inception)
                             through March 31, 2008

2.     LIQUIDITY AND MANAGEMENT'S PLANS (CONTINUED)

     On  March  10,  2008,  the  Company entered into a Reorganization and Stock
Purchase  Agreement (the "Agreement") with Histostem Co., Ltd., a Korean company
("Histostem").  Pursuant to the Agreement (as subsequently amended), the Company
will  acquire  90%  of  the  issued  and  outstanding  stock  of  Histostem from
Histostem's  shareholders,  and  Histostem's  shareholders  will  acquire  a
controlling  interest  in  the Company. The original definitive agreement called
for  closing  of  the  acquisition by April 30, 2008. Subsequent to closing, the
Company  will  be  held  approximately  60% by Histostem and 40% by the existing
shareholders  of  the  Company.  Upon completion of the acquisition, the Company
will  be  renamed  AmStem International Corp., increase the number of authorized
shares  of  common  stock  and  will  seek  a new symbol on the over-the-counter
bulletin  board.

     On  April  22,  2008,  the  Company  amended  the  Agreement  to state that
Histostem  shall  have  received  funding at the date of the actual closing at a
minimum of 2 million dollars towards the initial found of funding of at least 10
million  dollars.  Subsequent  to that amendment, the actual closing deadline of
April  30,  2008  was  no  longer  in  effect.


     On  June  19,  2008,  the  Company  entered  into a second Amendment to the
Reorganization  and  Stock  Purchase Agreement.  In accordance with the terms of
this  second  Amendment,  the  Company and Histostem issued and delivered shares
reflecting  the  acquisition  of  Histostem  into  Escrow by the Company pending
resolution of outstanding litigation between Histostem Korea and Histostem, Inc.
(a  United  States  corporation unrelated to Histostem) ("Histostem USA").  This
essentially  effectuates  an immediate closing of the Histostem acquisition.  In
the  Amendment the parties also agreed to complete a one for three reverse stock
split of the Company's common stock.  That reverse stock split will be completed
after  filing,  mailing  and  completion  of  a 14C Information Statement to the
Company's  shareholders  and  appropriate  notice  and  filings  with  the NASD.

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  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.


<PAGE>
                     Stem Cell Therapy International, Inc.
                        (a development stage enterprise)
                   Notes to Consolidated Financial Statements
                  For the Years Ended March 31, 2008 and 2007
          and for the period from December 2, 2004 (Date of Inception)
                             through March 31, 2008

3.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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,  2008  or  2007.

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.

Recently issued accounting pronouncements:

In  September  2006,  the FASB issued Statement No. 157, Fair Value Measurements
("SFAS  157").  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  adoption  of  SFAS  157 on April 1, 2008 is not expected to have a material
impact on the Company's financial position, results of operations or cash flows.
In  February  2008,  the  FASB issued a staff position that delays the effective
date  of  SFAS  157 for all nonfinancial assets and liabilities except for those
recognized  or  disclosed  at  least  annually.

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  December  2007,  the  Financial  Accounting  Standards Board ("FASB") issued
Statement  of  Financial  Accounting  Standards ("SFAS") No. 141 (revised 2007),
Business  Combinations,  which  replaces  SFAS No 141. The statement retains the
purchase  method  of  accounting  for  acquisitions,  but  requires  a number of
changes,  including  changes in the way assets and liabilities are recognized in
the  purchase accounting. It also changes the recognition of assets acquired and
liabilities  assumed  arising from contingencies, requires the capitalization of
in-process research and development at fair value, and requires the expensing of
acquisition-related  costs  as incurred. SFAS No. 141R is effective for business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.

<PAGE>
                     Stem Cell Therapy International, Inc.
                        (a development stage enterprise)
                   Notes to Consolidated Financial Statements
                  For the Years Ended March 31, 2008 and 2007
          and for the period from December 2, 2004 (Date of Inception)
                             through March 31, 2008

3.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

In  December  2007,  the FASB issued SFAS No. 160.  "Noncontrolling Interests in
Consolidated  Financial  Statements-and  Amendment  of  ARB  No.  51."  SFAS 160
establishes accounting and reporting standards pertaining to ownership interests
in  subsidiaries held by parties other than the parent, the amount of net income
attributable  to  the  parent  and  to the noncontrolling interest, changes in a
parent's  ownership  interest,  and the valuation of any retained noncontrolling
equity  investment  when  a  subsidiary  is deconsolidated.  This statement also
establishes  disclosure  requirements  that  clearly  identify  and  distinguish
between  the  interests  of  the  parent and the interests of the noncontrolling
owners.  SFAS  160  is effective for fiscal years beginning on or after December
15, 2008.  The adoption of SFAS 160 is not currently expected to have a material
effect  on  the  Company's  financial  position,  results of operations, or cash
flows.

In  March  2008,  the  Financial  Accounting  Standards Board (FASB) issued FASB
Statement  No.  161,  Disclosures  about  Derivative  Instruments  and  Hedging
Activities.  The  new  standard is intended to improve financial reporting about
derivative  instruments and hedging activities by requiring enhanced disclosures
to  enable investors to better understand their effects on an entity's financial
position,  financial  performance, and cash flows. It is effective for financial
statements  issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. The company is currently evaluating
the  impact  of  adopting  SFAS.  No.  161  on  its  financial  statements.

In  May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting  Principles."  The  current  GAAP  hierarchy,  as  set  forth  in the
American Institute of Certified Public Accountants (AICPA) Statement on Auditing
Standard  No.  69,  The  Meaning  of Present Fairly in Conformity with Generally
Accepted  Accounting  Principles, has been criticized because (1) it is directed
to  the auditor rather than the entity, (2) it is complex, and (3) it ranks FASB
Statements  of  Financial  Accounting Concepts.  The FASB believes that the GAAP
hierarchy  should  be  directed  to  entities  because it is the entity (not its
auditor)  that  is responsible for selecting accounting principles for financial
statements  that  are  presented in conformity with GAAP.  Accordingly, the FASB
concluded  that  the  GAAP  hierarchy should reside in the accounting literature
established  by  the  FASB and is issuing this Statement to achieve that result.
This  Statement  is effective 60 days following the SEC's approval of the Public
Company  Accounting Oversight Board amendments to AU Section 411, The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting Principles.  The
adoption  of  SFAS  No.  162  will  not  have a material impact on the Company's
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.

4.     RELATED  PARTY  TRANSACTIONS

Stockholder  advances  consisted  of  advances  from  an officer and significant
stockholder  of  the  Company  to  assist  the  Company in meeting its financial
obligations.  These  advances  were  non-interest  bearing, unsecured and due on
demand.  The  stockholder  advances  were repaid during the year ended March 31,
2008.

Due  to  related  party  of  $207,200,  represents  advances  from  the majority
stockholder  to  assist  the  Company  with  its  financial  obligations.  These
advances  were  non-interest  bearing,  unsecured  and  due  on  demand.

The  above amounts are not necessarily indicative of the amounts that would have
been  incurred  had  a comparable transaction been entered into with independent
parties.

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,  2008,  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.


<PAGE>
                     Stem Cell Therapy International, Inc.
                        (a development stage enterprise)
                   Notes to Consolidated Financial Statements
                  For the Years Ended March 31, 2008 and 2007
          and for the period from December 2, 2004 (Date of Inception)
                             through March 31, 2008

5.     STOCKHOLDERS' DEFICIT (CONTINUED)

Stock  options  and  warrants:

During the year ended March 31, 2008, the Company issued 3,650,000 stock options
to employees and 2,775,000 common stock warrants to consultants. The options and
warrants  entitle  the  holders  to  purchase  6,425,000 shares of the Company's
common  stock,  at any time, at an exercise price of between $0.001 -- $0.25 per
share  and  begin  expiring  in  2012.
The fair value of each option was estimated on the date of grant using the Black
Scholes  model  that  uses  assumptions  noted  in the following table. Expected
volatility  is  based  on the weekly trading of two similar Company's underlying
common  stock  (as  the Company does not have an adequate trading history for an
accurate calculation) and other factors.  Expected term is based upon the use of
the  simplified  method.

     Expected volatility                   102.9% - 169.7%
     Expected dividends                    0
     Expected term                         2.75 years - 10 years
     Risk-free interest rate               1.99% - 4.59%

The value of the options granted totaled $508,642 and has been included in
selling, general and administrative expenses in the accompanying Condensed
Consolidated Statement of Operations for the year ended March 31, 2008.

                                                          WEIGHTED   WEIGHTED
                                                          AVERAGE    AVERAGE
                                          EXERCISE        EXERCISE   GRANT DATE
                               SHARES     PRICES          PRICE      FAIR VALUE
                               ---------  --------------  ---------  -----------

OPTIONSOUTSTANDING
-----------------------------
AND EXERCISABLE
-----------------------------

Outstanding at March 31, 2007         --              --         --           --

Options granted                3,650,000  $0.19 --  0.25  $    0.20  $       .18

Options exercised                     --              --         --           --

Options cancelled or expired          --              --         --           --
                               ---------


Outstanding at March 31, 2008  3,650,000  $0.19 --  0.25  $    0.20
                               ---------

Exercisable at March 31, 2008  2,900,000  $0.19 --  0.25
                               ---------

The following table summarizes information about options outstanding and
exercisable as of March 31, 2008:

               Outstanding Options              Exercisable Options
               -------------------------------  -------------------------------
                          WEIGHTED              WEIGHTED
RANGE OF       NUMBER     AVERAGE     WEIGHTED  AVERAGE     NUMBER     WEIGHTED
EXERCISE       OUTST-     REMAINING   AVERAGE   REMAINING   EXERCIS-   AVERAGE
PRICE          ANDING     LIFE        PRICE     LIFE        ABLE       PRICE
-------------  ---------  ----------  --------  ----------  ---------  --------
$0.19 - $0.25  3,650,000  8.37 Years  $   0.20  9.45 Years  2,900,000  $   0.19

There was no aggregate intrinsic value of options outstanding at March 31, 2008,
based  on  the  Company's  closing  stock price of $0.17. Intrinsic value is the
amount  by  which  the  fair  value of the underlying stock exceeds the exercise
price  of  the  options.

<PAGE>
                     Stem Cell Therapy International, Inc.
                        (a development stage enterprise)
                   Notes to Consolidated Financial Statements
                  For the Years Ended March 31, 2008 and 2007
          and for the period from December 2, 2004 (Date of Inception)
                             through March 31, 2008

5.     STOCKHOLDERS'  DEFICIT  (CONTINUED)

The  fair  value  of  each  warrant was estimated on the date of grant using the
Black Scholes model that uses assumptions noted in the following table. Expected
volatility  is  based  on the weekly trading of two similar Company's underlying
common  stock  (as  the Company does not have an adequate trading history for an
accurate  calculation)  and  other  factors.

     Expected volatility                    88% - 163.2%
     Expected dividends                    0
     Expected term                         1 - 10 years
     Risk-free interest rate               1.99% - 4.71%

The  value  of the warrants granted totaled $603,445, of which $487,501 has been
included  in  operating  expenses  in  the  accompanying  condensed consolidated
statement  of  operations  for  the  year  ended March 31, 2008 and $115,944, is
included  in  prepaid  expenses  in  the  accompanying  March 31, 2008 condensed
consolidated  balance  sheet.

                                                                       WEIGHTED
                                                                       AVERAGE
                                                            WEIGHTED   GRANT
                                                            AVERAGE    DATE
                                            EXERCISE        EXERCISE   FAIR
                               SHARES       PRICES          PRICE      VALUE
                               -----------  --------------  ---------  ---------

OUTSTANDING AND EXERCISABLE
-----------------------------

Outstanding at March 31, 2007          --               --         --         --

Warrants granted                2,775,000   $0.001 - $0.15  $    0.02  $    0.22

Warrants exercised             (2,375,000)  $        0.001  $   0.001         --

Warrants cancelled or expired          --               --         --         --
                               -----------

Outstanding at March 31, 2008     400,000   $         0.15  $    0.15
                               -----------

Exercisable at March 31, 2008     400,000   $         0.15  $    0.15
                               -----------

The following table summarizes information about warrants outstanding and
exercisable as of March 31, 2008:

           Outstanding Warrants            Exercisable Warrants
           ------------------------------  -------------------------------
                    WEIGHTED               WEIGHTED
RANGE OF   NUMBER   AVERAGE     WEIGHTED   AVERAGE     NUMBER    WEIGHTED
EXERCISE   OUTSTA-  REMAINING   AVERAGE    REMAINING   EXERCIS-  AVERAGE
PRICE      NDING    LIFE        PRICE      LIFE        ABLE      PRICE
---------  -------  ----------  ---------  ----------  --------  ---------
0.15       400,000  9.51 Years  $    0.15  9.51 Years   400,000  $    0.15
---------  -------  ----------  ---------  ----------  --------  ---------

The  aggregate  intrinsic value of warrants outstanding at March 31, 2008, based
on the Company's closing stock price of $0.17 was $8,000. Intrinsic value is the
amount  by  which  the  fair  value of the underlying stock exceeds the exercise
price  of  the  warrants.

6.     EARNINGS PER SHARE

Earnings  per  common  share  are  computed  in  accordance  with  SFAS No. 128,
"Earnings  per  Share,"  which  requires companies to present basic earnings per
share  and  diluted earnings per share. Basic earnings per share are computed by
dividing  net  income  by  the weighted average number of shares of common stock
outstanding  during  the year. Diluted earnings per common share are computed by
dividing  net  income  by  the weighted average number of shares of common stock
outstanding  and  dilutive options and warrants outstanding during the year. The
basic  and  diluted weighted average number of shares was 36,950,506, 34,310,534
and  31,182,100  for the years ended March 31, 2008 and 2007 and the period from
December  2,  2004  (Date  of  Inception)  through March 31, 2008, respectively.
Common  stock  equivalents  for  the years ended March 31, 2008 and 2007 and the
period  from  December  2,  2004 (Date of Inception) through March 31, 2008 were
anti-dilutive  due  to  the  net  losses  sustained  by the Company during these
periods.

<PAGE>
                     Stem Cell Therapy International, Inc.
                        (a development stage enterprise)
                   Notes to Consolidated Financial Statements
                  For the Years Ended March 31, 2008 and 2007
          and for the period from December 2, 2004 (Date of Inception)
                             through March 31, 2008

7.     INCOME TAXES

Deferred  income  tax  assets  and  liabilities  are recognized for the expected
future  tax  consequences of events that have been reflected in the consolidated
financial  statements.  Deferred tax assets and liabilities are determined based
on  the  differences  between  the  book  values and the tax bases of particular
assets  and  liabilities  and  the tax effects of net operating loss and capital
loss  carry  forwards.  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 the tax rate is recognized
as  income  or  expense  in  the  period  that  included  the  enactment  date.

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 $1,750,000 at March 31, 2008. The loss carry
forwards  expire  beginning  in  2025.  Internal  Revenue  Code  Sec. 382 places
limitations  on  the utilization of net operating losses.  Due to the limitation
and  the  Company's  historical  losses, the Company has placed a full valuation
allowance  against  that  asset  of  approximately  $959,300.

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

                                                                   Period from
                                                                December 2, 2004
                                          Years Ended               through
                                      ------------------------  -------------
                                       March 31,    March 31,     March 31,
                                      -----------  -----------  -------------
                                            2008         2007           2008
                                      -----------  -----------  -------------
Income tax benefit at statutory rate   ($537,100)   ($223,400)   ($  941,500)
Increase (decrease) in income
  tax due to:
  Nondeductible expenses                  82,000          600         82,700
  State income taxes, net                (57,300)     (23,900)      (100,500)
  Change in valuation allowance          512,400      246,700        959,300
                                      -----------  -----------  -------------
                                      $        -   $        -   $          -
                                      ===========  ===========  =============


There  was  no current or deferred provision or benefit for income taxes for the
year  ended  March  31,  2008  and 2007 and for the period from December 2, 2004
(Date  of  Inception)  through  March  31, 2008.  The components of deferred tax
assets  as  of  March  31,  2008  and  2007  are  as  follows:

                                   March 31, 2008    March 31, 2007
                                   ----------------  ----------------
Deferred tax (liability) asset:
  Accrued payroll                  $       144,200   $        64,200
  Options and warrants                     156,300                 0
  Net operating loss carryforward          658,800           382,700
                                   ----------------  ----------------
                                           959,300           446,900
  Valuation allowance                     (959,300)         (446,900)
                                   ----------------  ----------------
  Total deferred taxes             $             0   $             0
                                   ================  ================

8.     COMMITMENTS  AND  CONTINGENCIES


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 4,789,000 shares of the Company's
common  stock  valued  at  $544,409  on  the  date  of  the


<PAGE>
                     Stem Cell Therapy International, Inc.
                        (a development stage enterprise)
                   Notes to Consolidated Financial Statements
                  For the Years Ended March 31, 2008 and 2007
          and for the period from December 2, 2004 (Date of Inception)
                             through March 31, 2008

8.     COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

performance  commitment.  As  of  March  31,  2008, the Company had issued these
shares of common stock and has included $48,208 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, 2008, the Company had
issued these shares of common for services performed pursuant to the agreements.

The  Company  is  currently  involved  in  a  legal dispute over the payment and
performance  of  a consulting agreement.  The Company contends that the contract
never became effective, and therefore the consultant was not entitled to receive
compensation.  The  consultant contends that the Company and its representatives
induced  them  to  begin  performance  of  the  services early, based on certain
promises.  The  original  contract  calls  for  the consultant to be awarded the
compensation  of  3,000,000  shares  of  the  Company's  common  stock valued at
$390,000.  The  Company  currently  holds  the stock certificates and intends to
vigorously defend its position however, the outcome of the proceedings cannot be
determined

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 for the year ended March 31, 2007 and the period from
inception  through  March  31,  2008.  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 any liability for the Company's failure to purchase
the  minimum  amount  of  stem  cell materials under the above mentioned license
agreement and as of the date of this filing, ICT has not made any claims against
the  Company.  The agreement with ICT was terminated during the year ended March
31, 2008.

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,  2008, the Company has not entered into any funding
agreements,  and  therefore  the  third  party  is  not  owed any consideration.


<PAGE>
                     Stem Cell Therapy International, Inc.
                        (a development stage enterprise)
                   Notes to Consolidated Financial Statements
                  For the Years Ended March 31, 2008 and 2007
          and for the period from December 2, 2004 (Date of Inception)
                             through March 31, 2008

8.     COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Consulting  Agreement:

Effective  September  12,  2007, the Company entered into a consulting agreement
with  Newbridge  for  business and financial related advice and services through
September  11, 2008.  As compensation for these services, the Company has agreed
to  pay  $4,000  per  month and issue a total of 500,000 warrants.  At March 31,
2008,  375,000  of  the  warrants  valued  as $62,450 have been issued, with the
remaining  125,000  warrants  are  to  be  issued  in  June  2008.  In the event
Newbridge  assists  with  an  offering  or  sale  of  the  Company's securities,
Newbridge  will  be  entitled to receive a financing fee to be determined at the
time  of  such  financing.  Also,  should  any transactions be consumated by the
Company,  in  which  Newbridge introduced the other party, during the six months
following  termination of the agreement, Newbridge will be entitled to receive a
transaction  fee  based  on  the  aggregate  consideration received, computed as
follows:  5%  for  the first million dollars; 4% for the second million dollars;
3%  for  the  third million dollars; 2% for the fourth million dollars and 1% of
the  balance  of  the  value  of  the  transaction.  In  May  2008,  the Company
terminated  this  agreement  in  exchange 500,000 shares of the Company's common
stock  and  $24,000  cash.

In  February  2008,  the  Company entered into a consulting agreement with Elite
International Partners, Inc. to provide consulting services relative to business
licensing  matters  in  foreign and domestic markets for a period of six months.
In  exchange  for  these services, the Company has issued the consultant 500,000
shares  of restricted common stock valued at $62,500.  As of March 31, 2008, the
Company  has  expensed $10,417 to consulting expense with the balance of $52,083
included  in  prepaid  expenses.

In  March  2008,  the  Company entered into a consulting services agreement with
First  Capital  Partners LLC to provide consulting services through June 2008 in
exchange  for  250,000 shares of the Company's restricted common stock valued at
$67,500.  For the year ended March 31, 2008, the Company has recorded $22,500 as
consulting expense in the accompanying statement of operations and the remainder
of  $45,000  in  prepaid  expenses.

Employment  Agreements

In  September  2007,  the  Company  entered  into employment agreements with the
Company's  Chief  Executive Officer, Chief Financial Officer and Chief Operating
Officer.  Under  the  employment  agreement for the Chief Executive Officer, the
employment  term  is five years and with an annual base salary of $150,000, with
minimum  annual  increases  of  $10,000.  The  Chief Financial Officer and Chief
Operating  Officer each have employment agreements for a term of two years, with
an  annual  base  salary  of  $60,000.  Additional performance-based bonuses are
provided  for,  and  the  employees  were  granted options to purchase 2,900,000
shares  of  Company  stock.  Benefits  under  the agreement are accelerated on a
change  of  control,  and  the  employee  is  subject to certain non-competition
covenants.

In  March  2008,  the  Company  entered  into  an  employment agreement with the
Company's President.  Under the employment agreement, the employment term is one
year  and  with  payments  of  $8,500  per  month  for  the  first  90 days, and
subsequently,  an  annual base salary of $225,000.  Additional performance-based
bonuses  are  provided  for,  and  the  employee was granted options to purchase
750,000  shares  of  Company  stock  at  $0.25  per  share.  Benefits  under the
agreement are accelerated on a change of control, and the employee is subject to
certain  non-competition covenants.  Upon execution of the employment agreement,
the  Company  issued the individual 250,000 shares of the Company's common stock
valued  at  $55,000.

9.     MERGER AND REORGANIZATION AGREEMENT

On  March 10, 2008, the Company entered into a Reorganization and Stock Purchase
Agreement  and  its  amendments  (the  "Agreement")  with Histostem Co., Ltd., a
Korean  company  ("Histostem").  Pursuant  to  the  Agreement  (as  subsequently
amended),  the  Company  will acquire 90% of the issued and outstanding stock of
Histostem,  and  Histostem's shareholders will acquire a controlling interest in
the  Company.  The  original  definitive  agreement  called  for  closing of the
acquisition  by April 30, 2008.  Subsequent to Closing, the Company will be held
approximately  60%  by  Histostem  and  40%  by the existing shareholders of the
Company.  Upon completion of the acquisition, the Company will be renamed AmStem
International Corp., increase the authorized number of shares to 500,000,000 and
seek  a  new  symbol  on  the  over-the-counter  bulletin  board.

<PAGE>
                     Stem Cell Therapy International, Inc.
                        (a development stage enterprise)
                   Notes to Consolidated Financial Statements
                  For the Years Ended March 31, 2008 and 2007
          and for the period from December 2, 2004 (Date of Inception)
                             through March 31, 2008

9.     MERGER AND REORGANIZATION AGREEMENT (CONTINUED)

On  April  22,  2008,  the Company amended the Agreement to state that Histostem
shall  have received funding at the date of the actual closing at a minimum of 2
million  dollars  towards  the  initial  round of funding of at least 10 million
dollars.  Subsequent to that amendment, the actual closing deadline of April 30,
2008  was  no  longer  in  effect.


     On  June  19,  2008,  the  Company  entered  into a second Amendment to the
Reorganization  and  Stock  Purchase Agreement.  In accordance with the terms of
this  second  Amendment,  the  Company and Histostem issued and delivered shares
reflecting  the  acquisition  of  Histostem  into  Escrow by the Company pending
resolution of outstanding litigation between Histostem Korea and Histostem, Inc.
(a  United  States  corporation unrelated to Histostem) ("Histostem USA").  This
essentially  effectuates  an immediate closing of the Histostem acquisition.  In
the  Amendment the parties also agreed to complete a one for three reverse stock
split of the Company's common stock.  That reverse stock split will be completed
after  filing,  mailing  and  completion  of  a 14C Information Statement to the
Company's  shareholders  and  appropriate  notice  and  filings  with  the NASD.

10.     SUBSEQUENT  EVENTS

In  April  2008,  the  Company  entered into a consulting agreement with Mirador
Consulting,  Inc.  to  provide  management consulting services for three months.
The  Company  has  agreed  to  issued  200,000  shares of common stock valued at
$25,000.

In  April  2008,  the  Company  entered  into a consulting agreement with Hunden
Consulting  Group  to  provide  investor  relations services for one year.  Fees
shall  be  paid to the consultant only if the consultant introduces the Company,
in  writing,  to a third party investor or merger candidate, then the fees shall
equal  10%  of  the  total  investment  or  loan  to the Company and if a merger
transaction occurs between the Company and a party introduced by the Consultant,
the  Consultant  would  be  entitled  to  receive  a  5%  commission.

On  May  28,  2008,  the  Company  entered into a consulting agreement with Shea
Financial,  LLC  to  provide  consulting  services for a term of three months in
exchange  for  the right to purchase 500,000 shares of common stock at $0.05 per
share  upon  a  funding  commitment  to the Company of at least $10 million from
consultant  funding and $2,500,000 at the closing.  To date, the Company has not
received  any  funding  under  this  agreement.

On  June  5,  2008,  the Company entered into an agreement with Ventana Group to
extend a Credit Facility of up to $2,500,000 in bridge financing.  The loan will
mature  6  months from the date of the promissory note with one 90 day extension
upon  payment of an additional 2% fee.  The promissory note will accrue interest
at  a  rate  of 1.25%, with principal and interest due at maturity.  Ventana has
the  option  to  convert  all  or  any  portion  of the loan to equity, with the
conversion  terms  to  be determined at a later date.  The Company has agreed to
pay  Ventana  a  5%  loan fee based on the amount of the draw down on the credit
facility  and to issue a warrant to purchase shares of common stock equal to 25%
of  the  loan  commitment ($2,500,000).  The number of warrants and strike price
will  be  $1.00.  The  warrant  will be exercisable for 5 years from the date of
issuance.  As  of the date of this filing, no funding has been received, nor can
there  be  any  assurance  regarding  the  closing  of  this  funding.

On  June 12, 2008, the Company sold 388,889 shares of common stock along with an
option  to  purchase  an  additional 722,222 shares of common stock at $0.09 per
share  to  an  accredited  investor  for  an  aggregate  price  of  $35,000.

Subsequent to year end, the Company borrowed money from related parties totaling
$45,000.  The  notes  are  due  on  demand  and  bear  interest  at 7% per year.


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

     On  July  14, 2008, Aidman, Piser & Company, P.A. ("Aidman Piser") resigned
as  our  independent registered public accounting firm.  Aidman Piser's practice
was  acquired  by  Cherry,  Bekaert  &  Holland,  L.L.P. ("Cherry Bekaert") in a
transaction  pursuant  to  which  Aidman Piser merged its operations into Cherry
Bekaert  and  certain of the professional staff and shareholders of Aidman Piser
joined Cherry Bekaert either as employees or partners of Cherry Bekaert and will
continue  to  practice as members of Cherry Bekaert.  The Audit Committee of our
Board  of  Directors  is  currently identifying potential independent registered
public  accounting  firms  to interview and engage for the year ending March 31,
2009,  and  we  expect to make an announcement with regard to this matter in the
near  future.

The  report  of  Aidman  Piser regarding our financial statements for the fiscal
year  ended March 31, 2008 does not contain any adverse opinion or disclaimer of
opinion  and  was  not  qualified  or modified as to uncertainty, audit scope or
accounting  principles,  except  that  substantial  doubt  was  raised as to our
ability  to  continue  as  a going concern.  During the past year and during the
period  from  the end of the most recently completed year through July 14, 2008,
the  date  of  resignation, there were no disagreements with Aidman Piser on any
matter  of accounting principles or practices, financial statement disclosure or
auditing  scope  or  procedures,  which  disagreements,  if  not resolved to the
satisfaction  of  Aidman  Piser  would  have caused it to make reference to such
disagreements  in  its  reports.

We  provided  Aidman  Piser with a copy of the this Annual Report on Form 10-KSB
prior  to  its  filing with the Securities and Exchange Commission and requested
that  Aidman Piser furnish the Company with a letter addressed to the Securities
and  Exchange Commission stating whether it agrees with the statements set forth
above  in  this  Item 8 and, if it does not agree, the respects in which it does
not  agree. A copy of the letter, dated July 14, 2008, is filed as Exhibit 10.30
to  this  Report.

ITEM  8A.     CONTROLS  AND  PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer have evaluated
the  effectiveness  of  the  Company's  disclosure  controls  and procedures (as
defined  in  Rules  13a-15(e)  and  15d-15(e)  under the Exchange Act) as of the
fiscal  period  ending  March  31,  2008  covered  by this Annual Report on Form
10-KSB.  Based  upon  such  evaluation,  the  Chief  Executive Officer and Chief
Financial  Officer  have  concluded  that,  as  of  the  end of such period, the
Company's  disclosure  controls  and  procedures  were not effective as required
under  Rules  13a-15(e) and 15d-15(e) under the Exchange Act. This conclusion by
the  Company's  Chief  Executive  Officer  and  Chief Financial Officer does not
relate  to  reporting  periods  after  March  31,  2008.

Management's  Report  on  Internal  Control  Over  Financial  Reporting
-----------------------------------------------------------------------

Management  is  responsible  for  establishing and maintaining adequate internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of
the  Exchange Act) of the Company.  Internal control over financial reporting is
a  process designed to provide reasonable assurance regarding the reliability of
financial  reporting  and  the  preparation of financial statements for external
purposes  in  accordance  with  accounting  principles generally accepted in the
United  States  of  America.

The  Company's internal control over financial reporting includes those policies
and  procedures  that  (i)  pertain  to  the  maintenance  of  records  that, in
reasonable  detail,  accurately  and  fairly  reflect  the  transactions  and
dispositions  of  the  assets  of the company; (ii) provide reasonable assurance
that  transactions  are recorded as necessary to permit preparation of financial
statements  in  accordance  with accounting principles generally accepted in the
United  States of America, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of
the  Company;  and  (iii)  provide  reasonable assurance regarding prevention or
timely  detection  of  unauthorized  acquisition,  use  or  disposition  of  the
Company's  assets that could have a material effect on the financial statements.

Because  of  its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because  of  changes in conditions, or that the degree of compliance
with  the  policies  and  procedures  may  deteriorate.

Management,  under  the supervision of the Company's Chief Executive Officer and
Chief  Financial  Officer,  conducted  an  evaluation  of  the  effectiveness of
internal  control  over  financial  reporting based on the framework in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission.  Based on this evaluation, management concluded that
the  Company's internal control over financial reporting was not effective as of
March  31,  2008 under the criteria set forth in the Internal Control-Integrated
Framework.

A material weakness is a deficiency, or combination of deficiencies, in internal
control  over  financial  reporting  such that there is a reasonable possibility
that  a  material  misstatement  of  the  Company's  annual or interim financial
statements  will not be prevented or detected on a timely basis.  Management has
determined  that  material  weaknesses  exist  due to the lack of an independent
Audit  Committee, as well as a lack of segregation of duties, resulting from the
Company's  limited  resources.

This  annual  report  does  not  include  an attestation report of the Company's
registered  public  accounting  firm  regarding  internal control over financial
reporting.  Management's report was not subject to attestation by our registered
public  accounting  firm

<PAGE>
pursuant  to  temporary  rules  of  the  SEC  that  permit  us  to  provide only
management's  report  in  this  Annual  Report  on  Form  10-KSB.

Changes  in  Internal  Control  Over  Financial  Reporting
----------------------------------------------------------

No  change  in  the Company's internal control over financial reporting occurred
during the year ended March 31, 2008, that materially affected, or is reasonably
likely  to  materially  affect,  the  Company's  internal control over financial
reporting.

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
-------------------------------------  ---  ------------------------------------
David Stark                                 President
-------------------------------------       ------------------------------------
Andrew J. Norstrud                      34  Chief Financial Officer
-------------------------------------  ---  ------------------------------------
                                            Chief Operating Officer and Patent
Lixian (John) Jiang                     36  Trademark Counsel and Director
-------------------------------------  ---  ------------------------------------

PRESIDENT  -  DAVID  STARK:
              -------------

     David Stark, Q.M.E., CCRA, joined the Company in 2008 and is also currently
the  President  and  CEO  of  Stark-SMO,  a  Site  Management Organization whose
services  focus  primarily  on  the  research  of stem cells and cord and tissue
repositories.  Due  to his extensive and broad experiences in the inner workings
of  the  research and regulatory aspects of clinical trials and FDA approval for
Biologics,  Dr.  Stark  brings  a unique vision to the industry, and is a clear,
motivated  designer  of superior approaches to research challenges. Formerly the
Director  of  the  National  Institute  of Clinical Research (NICR), he has been
fully  responsible  for  the design, organization and implementation of clinical
trials  for FDA approval for numerous biological and stem cell research.  He has
a  broad  background in designing, conducting, and monitoring clinical trials of
new  pharmaceuticals and Biologics'.  Through his diverse and devoted networking
within  the  industry,  working  with  such companies as Genentech, Suni Medical
imaging  Inc. and UCSF medical school, Stark-SMO has assembled a wide network of
more  than  5233  physicians  in  hospitals  and private practice throughout the
United  States, and even extending to the international community. His focus now
is  on  clinical trial management for Stem Cell research, small start up biotech
companies  and  device  inventors (array genome chips). In addition to his solid
accomplishments  on  the  industry side of clinical drug and device development,
Dr.  Stark is familiar with the FDA and has fostered a good working relationship
with  that governmental organization. Currently he has work on over 130 clinical
and  over  63  device  trials  from  protocol  development  to  FDA  approval.

CHIEF  FINANCIAL  OFFICER  -  ANDREW  J.  NORSTRUD:
                              ---------------------

     Mr. Norstrud joined the Company in September 2007.  He is also currently
the Chief Financail Officer of Jagged Peak, Inc. and previously with Segmentz,
Inc., where he served as Chief Financial Officer, and played an instrumental
role in the company achieving its strategic goals by pursuing and attaining
growth initiatives, building an exceptional financial team, completing and
integrating strategic acquisitions and implementing the structure required of
public companies. Previously, Mr. Norstrud has worked for Grant Thornton LLP,
Norco Accounting and Consulting, Aerosonic and PricewaterhouseCoopers LLP and
has extensive experience with young, rapid growth public companies. Mr. Norstrud
earned a Master of Accounting with a systems emphasis from the University of
Florida and is a Florida licensed Certified Public Accountant.

<PAGE>
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 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:


<PAGE>
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  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.

<PAGE>
ITEM 10. EXECUTIVE COMPENSATION

Except  as  noted  in the table below, no employee was compensated over $100,000
for  fiscal  years  ended  2007  or  2008.


SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE
<S>                           <C>    <C>       <C>     <C>      <C>       <C>            <C>

                                                       STOCK    OPTION    ALL OTHER
NAME                          YEAR   SALARY    BONUS   AWARDS   AWARDS    COMPENSATION   TOTAL
PRINCIPAL POSITIONS           ENDED       ($)     ($)      ($)   ($) (A)            ($)       ($)
----------------------------  -----  --------  ------  -------  --------  -------------  --------

Calvin Cao, former CEO         2007    80,000       -        -   348,770              -   428,770
----------------------------  -----  --------  ------  -------  --------  -------------  --------



                               2008   150,000       -        -         -              -   150,000
                              -----  --------  ------  -------  --------  -------------  --------

David Stark, President         2008         -       -   55,000    70,219              -   125,219
----------------------------  -----  --------  ------  -------  --------  -------------  --------

Peter Sidorenko, (terminated
January 2007) COO              2007    45,000       -        -         -              -    45,000
----------------------------  -----  --------  ------  -------  --------  -------------  --------







Lixian (John) Jiang, COO       2008    60,000       -        -    87,192              -   147,192
----------------------------  -----  --------  ------  -------  --------  -------------  --------

Andrew Norstrud, CFO           2008    60,000       -        -    69,754              -   129,754
----------------------------  -----  --------  ------  -------  --------  -------------  --------

Daniel Sullivan, former CFO    2007         -       -        -         -              -         -
----------------------------  -----  --------  ------  -------  --------  -------------  --------
</TABLE>

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.

<PAGE>
                                                       CHANGE IN
                                                       PENSION VALUE
                                                       AND
                                                       NONQUALIFIED
      FEES                            NON-EQUITY       DEFERRED
      EARNED OR    STOCK     OPTION   INCENTIVE PLAN   COMPENSATION
      PAID IN      AWARDS    AWARDS   COMPENSATION     EARNINGS          TOTAL
NAME  CASH ($)          ($)      ($)              ($)             ($)       ($)
----  -----------  --------  -------  ---------------  --------------    ------


      $        -   $     -   $    -   $            -   $           -     $   -

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, 2008.  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
40,920,369  shares  being outstanding as of March 31, 2008, 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.


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



Global Capital Corp.
2203 N. Lois Avenue, 9th Floor
Tampa, FL  33607                          4,000,000                   9.8%

Thuy-Van Chau
2203 N. Lois Avenue, 9th Floor
Tampa, FL 33607                           3,000,000                   7.3%

Vivian Cao Irrevocable Trust
2203 N. Lois Avenue, 9th Floor
Tampa, FL 33607                           2,000,000                   4.9%

Christopher Cao Irrevocable Trust
2203 N. Lois Avenue, 9th Floor
Tampa, FL 33607                           2,000,000                   4.9%

Calvin C. Cao
2203 N. Lois Avenue, 9th Floor
Tampa, FL  33607                         11,000,000  (1)             26.9%

Daniel J. Sullivan
2203 N. Lois Avenue, 9th Floor
Tampa, FL  33607                            200,000                    .4%

M. Richard Cutler
c/o Cutler Law Group
3206 West Wimbledon Drive
Augusta, GA  30909                        3,174,196  (2)              7.8%

All Directors and Executive
Officers as a Group (2 persons)          11,200,000                  27.4%

(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.

<PAGE>
(2)     Consists  of  1,792,259  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

Due  to  related  party  of  $207,200,  represents  advances  from  the majority
stockholder  to  assist  the  Company  with  its  financial  obligations.  These
advances  are  non-interest  bearing,  unsecured  and  due  on  demand.

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.*

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.*

<PAGE>
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.

10.30   Letter from Aidman Piser & Company, P.A.

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.

(b) Reports on Form 8-K.
    --------------------

Form 8-K filed on February 27, 2008, reporting that the Company had entered into
a  Memorandum  of Understanding with Histostem, Co. Ltd., to acquire 100% of its
issued  and  outstanding  common  stock  in  exchange  for stock is the Company.

Form  8-K  filed  on  March  10, 2008, reporting that the Company entered into a
Reorganization  and  Stock  Purchase  Agreement with Histostem.  Pursuant to the
Agreement,  the  Company  will  acquire 95% of the issued and outstanding common
stock  of Histostem in exchange for a controlling interest in the Company.   The
agreement  is  scheduled  to  close  on  April  30,  2008.

Form 8-K filed on April 22, 2008, reporting that the Company entered into an
amendment of the agreement with Histostem filed on March 10, 2008.

Form  8-K  filed  on  June  17,  2008,  reporting  that the Company entered into
Amendment  No.  2  to  the  Reorganization  and  Stock  Purchase  Agreement with
Histostem  Co.,  Ltd.,  a  Korean company originally executed on March 10, 2008.


 ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES

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


<PAGE>
During  2008  and  2007,  we  incurred  fees  for  services  from  our principal
accountants  of  approximately  $54,500 and $55,700, 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 14, 2008

By: /s/Calvin Cao
    -------------
Name: Calvin Cao

Title: Former CEO

Date: July 14, 2008

By: /s/Andrew J. Norstrud
    ---------------------
Name: Andrew J. Norstrud

Title: Chief Financial Officer and
     Chief Accounting Officer

<PAGE>