UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

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

For the quarterly period ended: June 30, 2006

[    ]  TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE EXCHANGE ACT

                      For the transition period from    to

                         Commission file number 0-17232

                      STEM CELL THERAPY INTERNATIONAL, INC.

        (Exact name of small business issuer as specified in its charter)


                   NEVADA                              88-0374180
       (State or other jurisdiction of        (IRS Employer Identification
        Incorporation or organization)                   Number)


                 2203 N. Lois Avenue, 9th Floor, Tampa, FL 33607

                    (Address of principal executive offices)

                                 (813) 600-4088

                           (Issuer's telephone number)

                                 Not applicable

    (Former name, former address and former fiscal year, if changed since last
                                     report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.    Yes   [X]    No [
]


<PAGE>
Indicate by check mark whether the registrant is a shell company (as defined by
Rule 12b-2 of the Exchange Act).  Yes [  ]  No  {X}

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date:

34,136,869 shares of common stock, $0.001 par value, as of June 30, 2006.

Transitional Small Business Disclosure Format (check one): Yes [  ]  No  [X]



                                        1
<PAGE>
                          PART I FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions for Form 10-QSB and Rule 10-01 of
Regulation S-X.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, all adjustments considered
necessary for a fair presentation have been included.  All such adjustments are
of a normal recurring nature.  Operating results for the three month periods
ended June 30, 2006 and 2005 are not necessarily indicative of the results that
may be expected for the year ending March 31, 2007.  For further information
refer to the financial statements and footnotes thereto included in the
Company's Registration Statement filed on Form 10-SB filed with the Securities
and Exchange Commission.






















                                        2
<PAGE>




                      Stem Cell Therapy International Inc.
                         (a development stage enterprise)

                              Financial Statements

                                    CONTENTS



Financial  Statements:

     Balance Sheets as of June 30, 2006 (unaudited) and March 31, 2006       F-1

     Statements of Operations for the three months ended June 30, 2006 and 2005
     (unaudited) and from Inception (December 2, 2004) through June 30, 2006
     (unaudited)                                                             F-2

     Statements of Changes in Stockholders' Equity for the three months ended
     June 30, 2006 and 2005 (unaudited)                               F-3 to F-4

     Statements of Cash Flows for the three months ended June 30, 2006 and 2005
     (unaudited) and from Inception (December 2, 2004) through June 30, 2006
     (unaudited)                                                             F-5

     Notes to Financial Statements                                   F-6 to F-15


                                      F-i

<PAGE>
                      Stem Cell Therapy International Inc.
                         (a development stage enterprise)

                                 Balance Sheets
<TABLE>
<CAPTION>


<S>                                                    <C>              <C>
                                                       June 30, 2006    March 31, 2006
                                                       ---------------  ----------------
                                                           (unaudited)
ASSETS
Current assets:
 Cash                                                  $       14,661   $        32,642
 Prepaid expenses                                             192,523            77,531
                                                       ---------------  ----------------
Total current assets                                          207,184           110,173

Certificate of deposit, restricted                            120,000           120,000
Deposits                                                        1,589             1,589
Prepaid expenses, long-term                                     1,167             1,417
Intangible asset, net                                           4,583             4,708
                                                       ---------------  ----------------

Total Assets                                           $      334,523   $       237,887
                                                       ===============  ================

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
 Accounts payable                                      $       50,789   $        28,370
 Accrued expenses                                              75,000            75,000
 Accrued payroll                                               72,104            35,000
 Deferred revenue                                              24,275                 -
 Stockholder advances                                          48,742            48,377
 Due to related party                                         225,200           224,972
                                                       ---------------  ----------------
Total current liabilities                                     496,110           411,719
                                                       ---------------  ----------------

Commitments and contingencies (Note 9)                              -                 -

Stockholders' deficit:
 Preferred stock; $.001 par value; 10,000,000 shares
   authorized and 500,000 issued and outstanding                  500               500
 Common stock; $.001 par value; 100,000,000 shares
   authorized and 34,136,869 and 33,672,510 issued
   and outstanding as of June 30, 2006 and
   March 31, 2006, respectively                                34,137            33,672
 Additional paid-in capital                                   525,933           324,398
 Deficit accumulated during development stage                (722,157)         (532,402)
                                                       ---------------  ----------------
Total stockholders' deficit                                  (161,587)         (173,832)
                                                       ---------------  ----------------

Total liabilities and stockholders' deficit            $      334,523   $       237,887
                                                       ===============  ================
</TABLE>

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

                                       F-1

<PAGE>
                      Stem Cell Therapy International Inc.
                         (a development stage enterprise)

                            Statements of Operations

<TABLE>
<CAPTION>


<S>                                       <C>                   <C>              <C>
                                                                                 December 2, 2004
                                                   Three Months Ended            (Date of Inception)
                                          -------------------------------------  Through June 30,
                                          June 30, 2006         June 30, 2005    2006
                                          --------------------  ---------------  ------------------
                                                   (unaudited)      (unaudited)         (unaudited)

Sales                                     $            25,705   $            -   $         106,639

Cost of goods sold                                     14,525                -              66,625
                                          --------------------  ---------------  ------------------

Gross profit                                           11,180                -              40,014
Operating expenses:
  Selling, general and administrative                 200,749   $       58,835             754,101
                                          --------------------  ---------------  ------------------
                                                      200,749           58,835             754,101
                                          --------------------  ---------------  ------------------

Loss from operations                                 (189,569)         (58,835)           (714,087)

Other (expense) income:
  Interest (expense) income, net                         (186)             101              (8,070)
                                          --------------------  ---------------  ------------------

Net loss before taxes                                (189,755)         (58,734)           (722,157)

Income tax expense                                          -                -                   -
                                          --------------------  ---------------  ------------------

Net loss                                             (189,755)         (58,734)           (722,157)

Less:  Dividends on preferred stock                         -                -             (10,000)
                                          --------------------  ---------------  ------------------

Loss attributable to common shareholders  $          (189,755)  $      (58,734)  $        (732,157)
                                          ====================  ===============  ==================

Loss per share, basic and diluted         $              (.01)  $         (.00)  $            (.03)
                                          ====================  ===============  ==================

Weighted average number
  of common shares outstanding,
  basic and diluted                                33,813,490       16,862,667          25,928,721
                                          ====================  ===============  ==================
</TABLE>


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

                                       F-2

<PAGE>
                      STEM CELL THERAPY INTERNATIONAL, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
  FOR THE PERIOD FROM DECEMBER 2, 2004 (DATE OF INCEPTION) THROUGH JUNE 30, 2006
                                   (UNAUDITED)

<TABLE>
<CAPTION>


<S>                                       <C>          <C>       <C>       <C>       <C>           <C>            <C>
                                                                                                   DEFICIT
                                               COMMON STOCK       PREFERRED STOCK                  ACCUMULATED
                                          ---------------------  ------------------  ADDITIONAL    DURING
                                                                                     PAID-IN       DEVELOPMENT
                                          SHARES       AMOUNT    SHARES    AMOUNT    CAPITAL       STAGE          TOTAL
                                          -----------  --------  --------  --------  ------------  -------------  ----------
Issuance of common stock for cash         13,550,000   $13,550          -  $      -  $         -   $          -   $  13,550
                                          -----------  --------  --------  --------  ------------  -------------  ----------
Exercise of stock options for services       500,000       500          -         -            -              -         500
                                          -----------  --------  --------  --------  ------------  -------------  ----------
Issuance of common stock and options for
acquisition deposit                        5,000,000     5,000          -         -        2,749              -       7,749
                                          -----------  --------  --------  --------  ------------  -------------  ----------
Stock options issued for services                  -         -          -         -          906              -         906
                                          -----------  --------  --------  --------  ------------  -------------  ----------
Issuance of common stock for services      2,170,000     2,170          -         -            -              -       2,170
                                          -----------  --------  --------  --------  ------------  -------------  ----------
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          (5,600,000)   (5,600)         -         -       (2,749)             -      (8,349)
                                          -----------  --------  --------  --------  ------------  -------------  ----------
Issuance of common stock for services      8,741,832     8,741          -         -      299,898              -     308,639
                                          -----------  --------  --------  --------  ------------  -------------  ----------
Reverse acquisition, September 1, 2005     6,310,678     6,311          -         -         (906)             -       5,405
                                          -----------  --------  --------  --------  ------------  -------------  ----------
Issuance of common stock for a
reduction in stockholder advances          3,000,000     3,000          -         -            -              -       3,000
                                          -----------  --------  --------  --------  ------------  -------------  ----------
Issuance of preferred stock for cash               -         -    500,000       500       34,500              -      35,000
                                          -----------  --------  --------  --------  ------------  -------------  ----------
Dividend on preferred stock                        -         -          -         -      (10,000)             -     (10,000)
                                          -----------  --------  --------  --------  ------------  -------------  ----------
</TABLE>

                                      F-3

<PAGE>
<TABLE>
<CAPTION>

<S>                                       <C>          <C>       <C>       <C>       <C>           <C>            <C>
                                                                                                   DEFICIT
                                               COMMON STOCK       PREFERRED STOCK                  ACCUMULATED
                                          ---------------------  ------------------  ADDITIONAL    DURING
                                                                                     PAID-IN       DEVELOPMENT
                                          SHARES       AMOUNT    SHARES    AMOUNT    CAPITAL       STAGE          TOTAL
                                          -----------  --------  --------  --------  ------------  -------------  ----------
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 (unaudited)                         464,359      465         -         -        201,535             -     202,000
                                          -----------  --------  --------  --------  ------------  -------------  ----------
Net loss for the three months
 ended June 30, 2006 (unaudited)                   -        -          -         -             -       (189,755)   (189,755)
                                          -----------  --------  --------  --------  ------------  -------------  ----------
                                           34,136,869  $34,137   500,000   $    500  $    525,933     ($722,157)  ($161,587)
</TABLE>









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

                                      F-4

<PAGE>
                      Stem Cell Therapy International Inc.
                        (a development stage enterprise)
                            Statements of Cash Flows

<TABLE>
<CAPTION>
<S>                                          <C>              <C>              <C>
                                                                               December 2, 2004
                                             Three Months     Three Months      (Date of Inception)
                                             Ended            Ended            Through June 30,
                                             June 30, 2006    June 30, 2005                   2006
                                             ---------------  ---------------  --------------------
                                                 (unaudited)      (unaudited)           (unaudited)
OPERATING ACTIVITIES
  Net loss                                   $     (189,755)  $      (58,734)  $          (722,157)
  Adjustments to reconcile net loss to net
    cash used by operating activities:
    Stock based compensation                         64,848            1,301               337,995
    Amortization                                        125                -                   417
      (Increase) decrease in:
        Prepaid expenses                             22,410             (195)              (17,665)
        Deposits                                          -            7,749                (1,589)
      Increase in:
        Accounts payable                             22,419           16,570                50,789
        Accrued payroll                              37,104                -                72,104
        Accrued expenses                                  -                -                75,000
        Deferred revenue                             24,275                -                24,275
                                             ---------------  ---------------  --------------------
    Net cash used by operating activities           (18,574)         (33,309)             (180,831)
                                             ---------------  ---------------  --------------------

INVESTING ACTIVITIES
  Investment in certificate of deposit,
    restricted                                            -                -              (120,000)
                                             ---------------  ---------------  --------------------
    Net cash used by investing activities                 -                -              (120,000)
                                             ---------------  ---------------  --------------------

FINANCING ACTIVITIES
  Proceeds from advances from stockholder               365           20,793                52,517
  Payments to stockholder                                 -                -                  (775)
  Advances from related party                           228           12,297               225,200
  Proceeds from sale of stock                             -            1,850                38,550
                                             ---------------  ---------------  --------------------
    Net cash provided by financing
      activities                                        593           34,940               315,492
                                             ---------------  ---------------  --------------------

NET (DECREASE) INCREASE IN CASH                     (17,981)           1,631                14,661
CASH AT BEGINNING OF PERIOD                          32,642            7,310                     0
                                             ---------------  ---------------  --------------------

CASH AT OF END OF PERIOD                     $       14,661   $        8,941   $            14,661
                                             ===============  ===============  ====================

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

    Cash paid for interest                   $            -   $            -   $                79
                                             ===============  ===============  ====================
    Common stock issued for a reduction
             in advance from stockholder     $            -   $        3,000   $             3,000
                                             ===============  ===============  ====================
    Common stock issued (returned) for
            acquisition deposit              $            -          ($7,749)  $             7,749
                                             ===============  ===============  ====================
    Common stock issued for purchase of
            intangible assets                $            -   $            -   $             5,000
                                             ===============  ===============  ====================
    Common stock issued for services to be
           rendered over subsequent periods  $      202,000   $            -   $           507,709
                                             ===============  ===============  ====================
</TABLE>




                                       F-5
<PAGE>

                      Stem Cell Therapy International, Inc.
                        (a development stage enterprise)
                          Notes to Financial Statements
          For the Three Months Ended June 30, 2006 and 2005 (unaudited)
          and for the period from December 2, 2004 (Date of Inception)
                        through June 30, 2006 (unaudited)


1.     BACKGROUND  INFORMATION  AND  BASIS  OF  PRESENTATION

     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.

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

Effective September 1, 2005, Stem Cell Florida entered into a Reorganization and
Stock  Purchase Agreement (the Agreement) with the Company, which was then named
Altadyne,  Inc.,  a  company  quoted on the Pink Sheets and which has no ongoing
operations.  Under the terms of the agreement, the Company (then Altadyne, Inc.)
acquired  Stem  Cell  Florida  and  changed  its  name  to  Stem  Cell  Therapy
International,  Inc.

Effective  September  1, 2005, Stem Cell Therapy International, Inc. revised its
Articles  of  Incorporation  to  reflect  the establishment of 500,000 shares of
Series  A  Participating  Preferred  Stock  with  $.001  par  value.




                                       F-6

<PAGE>
                      Stem Cell Therapy International, Inc.
                        (a development stage enterprise)
                          Notes to Financial Statements
          For the Three Months Ended June 30, 2006 and 2005 (unaudited)
          and for the period from December 2, 2004 (Date of Inception)
                        through June 30, 2006 (unaudited)



1.     BACKGROUND  INFORMATION  AND  BASIS  OF  PRESENTATION  (CONTINUED):

     Basis of presentation:

In  the opinion of management, the accompanying financial statements include all
adjustments, consisting only of normal recurring items, necessary for their fair
presentation  in  conformity with generally accepted accounting principles.  The
results  of  operations  for  the  three  months  ended  June  30,  2006 are not
necessarily  indicative  of  the  results  for  a  full  year.

The  financial  statements  for the period ended June 30, 2006 and notes thereto
should  be  read  in conjunction with the financial statements and notes thereto
for  the  year  ended  March 31, 2006 as filed in the Form 10-SB, filed with the
Securities  and  Exchange  Commission  on  July  31,  2006.

2.     LIQUIDITY  AND  MANAGEMENT'S  PLANS:

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue as a going concern.  For the three months ended June 30,
2006  and the period since December 2, 2004 (date of inception) through June 30,
2006,  the Company has had a net loss of $189,755 and $732,157, respectively and
cash  used  by  operations  of  $18,574 and $180,831, respectively, and negative
working  capital of $288,926 at June 30, 2006.  As of June 30, 2006, 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 operations and to
achieve a level of profitability.  Since inception, the Company has financed its
activities  principally  from  the  sale  of  equity  securities and shareholder
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  commereical  terms,  if  at  all.

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.


                                       F-7

<PAGE>



3.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):

Concentration  of  credit  risk:

The  majority  of  cash  is 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.

Intangible asset:

Intangible  asset  consists of licensing rights. Intangibles are amortized using
the  straight-line  method  over a period of 10 years, the term of the licensing
rights  agreement.

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.  There has been no impairment losses in the
period  presented.

Revenue  recognition:

Revenue  is derived 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  Staff  Accounting Bulletin No. 104 "Revenue Recognition" ("SAB
No.  104")  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.







                                       F-8

<PAGE>

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.

Loss  per  common  share:

Basic  and diluted earnings per share are computed based on the weighted average
number  of common stock outstanding during the period.  Common stock equivalents
are  not  considered  in  the  calculation of diluted earnings per share for the
periods  presented  because  their  effect  would  be  anti-dilutive.

Stock-based compensation:

In  April  2006,  the  Company adopted the accounting 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 this standard had no
significant  impact  on  the  Company's  results  of operations during the three
months  ended  June  30,  2006.

Reclassifications:

Certain reclassifications have been made to the March 31, 2006 balance sheet to
conform with the June 30, 2006 presentation.  Such reclassifications had no
impact on net income as previously reported.






                                       F-9

<PAGE>

3.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):

Recently issued accounting pronouncements:

In  May  2005,  the  FASB  issued  SFAS  No.  154,  Accounting Changes and Error
Corrections.  SFAS  No.  154 changes the requirements for the accounting for and
reporting  of  a change in accounting principle. In addition, it carries forward
without  change  the  guidance contained in APB Opinion No. 20 for reporting the
correction of an error in previously issued financial statements and a change in
accounting  estimate.  SFAS  No. 154 requires retrospective application to prior
periods'  financial  statements  of  changes  in  accounting  principle  in most
circumstances.  The  provisions  of  SFAS  No. 154 are effective in fiscal years
beginning after December 15, 2005. The Company plans to prospectively adopt SFAS
No.  154  at  the  beginning  of  the  2007  fiscal  year.

The  Financial  Accounting Standards Board ("FASB") has recently announced a new
interpretation,  FASB  Interpretation  No.  48,  "Accounting  for Uncertainty in
Income Taxes" (FIN 48), which will be effective for fiscal years beginning after
December  15,  2006,  FIN  48 clarifies the accounting for uncertainty in income
taxes recognized in an enterprise's financial statements in accordance with FASB
Statement No 109, "Accounting for Income Taxes". FIN 48 prescribes a recognition
threshold  and  measurement of a tax position taken or expected to be taken in a
tax  return.  FIN  48  also  provides guidance on derecognition, classification,
interest  and  penalties,  accounting  in  interim  periods,  disclosure  and
transition.  The Company has not determined the impact of the adoption of FIN 48
on  its  consolidated  financial  statements.

4.     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  inception  (December  2,  2004)  have  been  included  in the
statement  of  operations  of  the  Company.



                                      F-10

<PAGE>

5.     INTANGIBLE  ASSET

     Intangible asset consists of the following:

                                        June 30, 2006     March 31, 2006
                                        (unaudited)                   _
                                        -----------       --------------
     Licensing rights                   $     5,000       $        5,000

     Less: accumulated amortization     (      417)       (         292)
                                        -----------       --------------
                                        $     4,583       $        4,708
                                        ===========       ==============

     Expected future amortization of the intangible asset is as follow:

          Year ending June 30,
          --------------------
          2007                  $    500
          2008                       500
          2009                       500
          2010                       500
          2011                       500
          Thereafter               2,083
                             -----------
                             $     4,583
                             ===========

6.     RELATED  PARTY  TRANSACTION

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

Due  to  related  party  is  a  demand  note  to a consulting company owned by a
significant  stockholder.  The  note  is  non-interest  bearing  and  unsecured.









                                      F-11

<PAGE>


7.     EQUITY:

     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.  The convertible preferred stock
can  be  converted at any time by the holder into one share of common stock.  As
of  June 30, 2006, the Company had 500,000 shares of convertible preferred stock
issued  and  outstanding.  Management  determined that the convertible preferred
stock  contained  a  beneficial  conversion  feature  based  on  the  effective
conversion  price  and  the  fair value of the convertible preferred stock.  The
beneficial  conversion was recorded in an amount equal to the difference between
the calculated fair value and the book value, which was $10,000 and was recorded
as  additional  paid in capital , as the preferred stock can be converted at any
time  after  the  issue  date.

Stock  options:

The following table summarizes the activity related to all Company stock options
for  the  three months ended June 30, 2006 and 2005 and the period from December
2,  2004  (Date  of  Inception)  through  June  30,  2006:

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

Canceled or expired              (5,500,000)
                                 -----------
Outstanding at June 30, 2006              -
                                 ===========






                                      F-12
<PAGE>


8.     INCOME  TAXES

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

<TABLE>
<CAPTION>
<S>                                        <C>                   <C>               <C>
                                                                                   Period from
                                                  Three Months Ended               December 2, 2004
                                           --------------------------------------  through
                                           June 30, 2006         June 30, 2005     June 30, 2006
                                           --------------------  ----------------  ------------------
Income tax provision at statutory rate                ($65,077)         ($19,970)          ($246,114)
Increase (decrease) in income tax due to:
  Nondeductible expenses
  State income taxes, net                               (6,307)           (2,132)            (25,570)
  Change in valuation allowance                         71,384            22,102             271,684
-----------------------------------------  --------------------  ----------------  ------------------
                                           $                 0   $             0   $               0
                                           --------------------  ----------------  ------------------

                                           June 30, 2006         March 31, 2006
Deferred tax (liability) asset:
  Accrued payroll                          $            27,133   $        13,200
  Net operating loss carryforward                      244,551           187,100
-----------------------------------------  --------------------  ----------------
                                                       271,684           200,300
  Valuation allowance                                 (271,684)         (200,300)
-----------------------------------------  --------------------  ----------------
  Total deferred taxes                     $                 0   $             0
-----------------------------------------  --------------------  ----------------
</TABLE>

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

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  $649,884.  The loss carry forwards expire
beginning  in  2025.  Due  to  the  Company's  continued  losses, management has
established  a  valuation  allowance  equal  to the amount of deferred tax asset
because  it  is  more  likely  than  not  that the Company will not realize this
benefit.







                                      F-13

<PAGE>


9.     COMMITMENTS  AND  CONTINGENCIES

Letter  of  credit:

As  of  June  30,  2006,  the  Company  had  a  standing letter of credit with a
financial  institution  for  $120,000  which  is  available  to be drawn against
accounts  maintained by the Company with the financial institution.  This letter
of  credit  serves  as  a  guarantee  of payment for a third party vendor.  This
standing  letter  of  credit  is  collateralized  by  a  $120,000 certificate of
deposit.

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 3,939,000 shares of the Company's
common  stock  valued at $271,409 on the date of the performance commitment.  As
of  June  30,  2006, the Company had issued these shares of common stock and has
included $138,001 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 June 30, 2006, the Company had
issued  these  shares  of common stocks and included $38,024 in prepaid expenses
for  services  not  yet  performed  pursuant  to  the  agreements.

Effective  May  4,  2005, the Company entered into an agreement with Westminster
Securities  Corporation  (Westminster)  for  consulting  services  and to secure
funding  and/or  lines  of  credit.  In exchange for these services, the Company
paid  Westminster  a  $20,000  retainer  and  will  pay  10% of any equity-based
funding,  8%  of  any  debt-based  convertible funding, 5% of any nonconvertible
debt-based  funding,  as  well  as, issue warrants equal to 10% of the number of
shares  of stock issued in connection with the funding.  As of June 30, 2006, no
funding has been secured, however, Westminster did facilitate the acquisition of
Altadyne,  and  therefore  received  379,000 shares of common stock in September
2005.







                                      F-14

<PAGE>


9.     COMMITMENTS  AND  CONTINGENCIES  (CONTINUED):

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").  The agreement grants the
Company  an  exclusive  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  for a three year period.  Such Allo Transplant
materials  shall  be at a cost of $6,500 per patient per condition.  The Company
has provided ICT with a $120,000 irrevocable letter of credit in ICT's favor for
the first three year's of the agreement.  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  and is included as
intangible  assets  in  the  accompanying  balance  sheet.

























                                      F-15


<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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 FILING ON
FORM  10-QSB  THAT  ARE  NOT STATEMENTS OF HISTORICAL OR CURRENT FACT CONSTITUTE
"FORWARD-LOOKING  STATEMENTS."

The  following  management discussion should be read together with the Stem Cell
Therapy  International,  Inc.  financial statements included in this Form 10QSB.
See  "Index  to  Financial  Statements".  Those  financial  statements have been
prepared  in  accordance  with  generally  accepted accounting principles of the
United  States  of  America.

                                        3
<PAGE>
                                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, Stem Cell Therapy International
Corp., a Nevada corporation ("Stem Cell Florida") acquired the Company by way of
a  reverse  acquisition.  Following  the  transaction,  Stem  Cell Florida was a
wholly  owned  subsidiary  of  the Company, and Stem Cell Florida's shareholders
became shareholders of the Company.  On October 5, 2005, the Company changed its
name to Stem Cell Therapy International, Inc. to reflect the new business of the
Company.  This  transaction is accounted for as a reverse merger, with Stem Cell
Florida  treated  as  the  accounting acquirer for financial statement purposes.

     Stem  Cell  Florida  was  incorporated  in  Nevada  on  December  2,  2004.
Following  the  reverse  acquisition,  the Company assumed and is continuing the
operations  of  Stem Cell Florida.  The Company's executive management team are:
Calvin  C.  Cao, Chairman and Chief Executive Officer, Daniel J. Sullivan, Chief
Financial  Officer,  and  Peter  K.  Sidorenko,  Chief  Operating  Officer.  The
Company's  affiliate  in  the  Ukraine  also  has  the  following  non-executive
officers:  Dr.  Yuriv Gladkikh, Chief Scientist; Dr. Galina Lobyntseva, Chief of
Manufacture;  Sergei  Martynenko,  Director  of  Clinic  in  Kiev;  Dr. Vladimir
Gladkikh,  Medical  Director;  and Dr. Dimitriy Lobyntsev, Director of Research.
Although  these  individuals  are not employees of the Company, we consider them
vital  to  the  success  of  our  business.

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

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

     We  will  initially devote most of our efforts toward organization and fund
raising  for  planned  clinics  and patient operations and limited revenues have
been  generated from any such operations.  The Company has experienced recurring
losses  from  operations  since  its inception and as at June 30, 2006, we had a
working  capital  deficit of $288,926 and an accumulated deficit from operations
of $722,157.  As noted in the financial statements for the period from inception
to  June  30, 2006 , 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.

                                        4
<PAGE>
                          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:

Revenue  recognition:

     We  derive  revenue 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  Staff  Accounting Bulletin No. 104 "Revenue Recognition" ("SAB
No.  104"),  we  recognize revenue related to these licenses, sales and services
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.


Stock-based  compensation:

     In  April  2006,  we  adopted  the  accounting  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).

                    Recently issued accounting pronouncements

     In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
Corrections. SFAS No. 154 changes the requirements for the accounting for and
reporting of a change in accounting principle.  In addition, it carries forward
without change the guidance contained in APB Opinion No. 20 for reporting the
correction of an error in previously issued financial statements and a change in
accounting estimate.  SFAS No. 154 requires retrospective application to prior
periods' financial statements of changes in accounting principle in most
circumstances.  The provisions of SFAS No. 154 are effective in fiscal years
beginning after December 15, 2005. We plan to prospectively adopt SFAS No. 154
at the beginning of the 2007 fiscal year.

     The Financial Accounting Standards Board ("FASB") has recently announced a
new interpretation, FASB Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes" (FIN 48), which will be effective for fiscal years beginning after
December 15, 2006.  FIN 48 clarifies the accounting for uncertainty in income
taxes recognized in an enterprise's financial statements in accordance with FASB
Statement No 109, "Accounting for Income Taxes".  FIN 48 prescribes a
recognition threshold and measurement of a tax position taken or expected to be
taken in a tax return. FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. We have not determined the impact of the adoption of
FIN 48 will have on our consolidated financial statements.

                                        5
<PAGE>
                              RESULTS OF OPERATIONS

As of June 30, 2006 and for the three months ended June 30, 2006 and 2005
-------------------------------------------------------------------------

     We  had  sales  of  $25,705  during  the  three  months ended June 30, 2006
compared  to  no sales for the comparable period in 2005.  Our cost from ICT for
the  stem  cell  biological material delivered during the period was of $14,525.
Our  net  loss  for  the  three  month  period ended June 30, 2006 was $189,755,
compared to $58,734 during the same period in 2005.  The loss primarily reflects
selling,  general and administrative expenses as we begin the process of opening
our  offices  and  moving  forward  with  our  business  plan.  Sales  reflected
treatment  of one patient during the period at our Affiliate's clinical facility
in  Kiev,  Ukraine.

     Gross  margins  for the three months ended June 30, 2006 was 43.5% compared
to  35.6%  for  the year ended March 31, 2006 (and none for the comparable three
month  period  in  2005).  We  anticipate  comparable  margins on future patient
services  and  delivery  of  our  stem  cell  biological  products.

LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  financial  statements  have been prepared assuming that the
Company  will  continue as a going concern.  For the three months ended June 30,
2006  and the period since December 2, 2004 (date of inception) through June 30,
2006,  the Company has had a net loss of $189,755 and $732,157, respectively and
cash  used  by  operations  of  $18,574 and $180,831, respectively, and negative
working  capital of $288,926 at June 30, 2006.  As of June 30, 2006, 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 our ability to begin operations and to achieve a
level  of  profitability.  Since  inception,  we  have  financed  our activities
principally  from shareholder advances and some relatively minor sales of equity
securities.  We  intend  on  financing our future development activities and our
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.

Unpredictability  of  future  revenues;  Potential  fluctuations  in  quarterly
operating  results;  Seasonality

     As a result of our limited operating history and the emerging nature of the
biotechnological  markets  in  which  we  compete,  we  are unable to accurately
forecast  future  revenues.  Our  current  and  future  expense levels are based
largely  on  our  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.  We 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  our planned expenditures would have an immediate adverse effect on
our

                                        6
<PAGE>
business,  prospects,  financial condition and results of operations.   Further,
as  a  strategic response to changes in the competitive environment, we may from
time  to  time  make certain pricing, service or marketing decisions which could
have  a  material adverse effect on our business, prospects, financial condition
and  results  of  operations.

     We  expect  to  experience significant fluctuations in our future quarterly
operating  results  due  to  a variety of factors, many of which are outside our
control.  Factors  that  may  adversely  affect  our quarterly operating results
include  (i)  our ability to retain existing patients, attract new patients at a
steady  rate  and  maintain patient satisfaction, (ii) our ability to manage our
affiliated  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 our website, (viii) technical difficulties, system downtime, (ix) the
amount  and  timing  of  operating  costs  and  capital expenditures relating to
expansion  of  our  business,  operations  and  infrastructure, (x) governmental
regulation,  and  (xi)  general  economic  conditions.

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.


                                        7
<PAGE>
ITEM 3.  CONTROLS AND PROCEDURES

     As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the
"Exchange Act"), as of June 30, 2006, the Company carried out an evaluation of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures.  This evaluation was carried out under the supervision
and with the participation of the Company's management, including the Company's
Chief Financial Officer (who has served as the principal financial and
accounting officer) and its President (who serves as the principal operating
officer).  Based upon that evaluation, the Company's President and Chief
Financial Officer have concluded that the Company's disclosure controls and
procedures are effective in alerting them to material information regarding the
Company's financial statement and disclosure obligation in order to allow the
Company to meet its reporting requirements under the Exchange Act in a timely
manner.

     The Company's management, with the participation of its President and Chief
Financial Officer, has determined that there has been no change in the Company's
internal control over financial reporting that occurred during the Company's
last fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.


                                        8
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

Not applicable

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     Effective June 9, 2006 the Company issued 150,000 shares of common stock to
Global Business Partners Holdings, Inc. and 150,000 shares to Cutler Law Group
in connection with consulting services 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 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

                                        9
<PAGE>
ITEM 5.  OTHER INFORMATION

Not Applicable.

ITEM 6.   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
<PAGE>
10.10   Consulting  Agreement  dated as of September 1, 2005 between the Company
        and  USA  Consulting  Group,  LLC.*

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

21.     List of Subsidiaries.***

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

31.2    Chief Financial  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 Amendment no. 1 to Form 10-SB, file
number 000-51931, filed on July 31, 2006, and incorporated by this reference as
an exhibit to this Form 10-QSB.


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

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

                                   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: August 21, 2006

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

Title: President

Date: August 21, 2006

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

Title: Chief Financial Officer



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