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



                                 AMENDMENT NO. 3



                                   FORM 10-SB

                   GENERAL FORM FOR REGISTRATION OF SECURITIES
                            OF SMALL BUSINESS ISSUERS
        Under Section 12(b) or (g) of The Securities Exchange Act of 1934

                      STEM CELL THERAPY INTERNATIONAL, INC.
                 (Name of Small Business Issuer in its charter)

                                     NEVADA
          (State or other jurisdiction of incorporation or organization)

                                   88-0374180
                     (I. R. S. Employer Identification No.)

                 2203 N. LOIS AVENUE, 9TH FLOOR, TAMPA, FL 33607
           (Address of principal executive offices)         (Zip Code)

                  (Issuer's telephone number)   (813) 600-4088


Securities to be registered pursuant to Section 12(b) of the Act:

None

Securities to be registered pursuant to Section 12(g) of the Act:

               Common Stock, $0.001 par value
               ------------------------------
               (Title of Class)


                                        1

                                TABLE OF CONTENTS

PART I                                                                       3

Item 1. Description of Business.                                             3

Item 2. Management's Discussion and Analysis or Plan of Operation.          36

Item 3. Description of Property.                                            42

Item 4. Security Ownership of Certain Beneficial Owners and Management.     43

Item 5. Directors and Executive Officers, Promoters and Control Persons.    44

Item 6. Executive Compensation.                                             48

Item 7. Certain Relationships and Related Transactions.                     50

Item 8. Description of Securities.                                          50

PART II                                                                     53

Item 1. Market Price of and Dividends on the Registrant's Common
        Equity and Related Stockholder Matters.                             53

Item 2. Legal Proceedings.                                                  54

Item 3. Changes in and Disagreements with Accountants.                      54

Item 4. Recent Sales of Unregistered Securities.                            54

Item 5. Indemnification of Directors and Officers.                          57

PART F/S  Financial Statements                                             F-1

PART III                                                                    59

Item 1. Index to Exhibits.                                                  59

Item 2. Description of Exhibits.                                            59


                                        2


ITEM 1. DESCRIPTION OF BUSINESS.

COMPANY HISTORY

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

     The Company's operating subsidiary is Stem Cell Florida.  Stem Sell 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  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).
Pursuant  to  the  agreement,  the Company issued 22,500,000 shares of Altadyne,
Inc.  common  stock  to  R  Capital  in  exchange  for  $125,000.


     On  September  1,  2005,  Stem  Cell  Florida  acquired  the  Company (then
Altadyne, Inc.) from R Capital by way of a reverse acquisition.  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.


                                        3


     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.

COMPANY  AND  BUSINESS  OVERVIEW

     The  Company's  executive  management team are: Calvin C. Cao, Chairman and
Chief  Executive Officer; Daniel J. Sullivan, Chief Financial Officer; and Peter
K.  Sidorenko,  Chief Operating Officer.  The Company's affiliate, ICT, also has
the  following  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 persons are not employees of the Company, we consider
them  vital  to  the  success  of  our  company.

     We  are indirectly involved, as a "middle man," in research and development
and  practical  application  within  the  field  of regenerative medicine.  SCTI
provides  allo  (human)  stem cell biological solutions that are currently being
used  in  the treatment of patients suffering from degenerative disorders of the
human  body.  The  Company  has  established 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.

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

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

                                        4


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

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

     These  new techniques are being applied to potentially finding a cure for a
wide  range  of  human  disorders,  including  neurological  diseases  such  as
Alzheimer's,  Parkinson's  Disease,  ALS  (which  is  also commonly known as Lou
Gehrig's  disease), leukemia, muscular dystrophy, multiple sclerosis, arthritis,
spinal  cord  injuries,  brain  injury, stroke, heart disease, liver and retinal
disease,  diabetes as well as certain types of cancer and can alleviate the side
effects  of  chemotherapy.  See  "List  of  Diseases  Potentially Treated by the
Company's  Technology"  below  page  15  for  a  more  complete  discussion.

     Our  research  and  biological productions affiliate facility is located in
Kiev in the Republic of the Ukraine.  This facility is the main location for the
members of our SCTI European Scientific and Medical Advisory Board and serves as
a  working  affiliate  treatment  facility  as  well.

     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  an  affiliate  treatment  facility  in  Tijuana, Mexico, we
currently  have a Treating Physicians Agreement with Dr. Vargas and Dr. Quintero
to  treat  patients  that  we  refer  at  the  Tijuana  clinic.

     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.
                                                 -----------------------


                                        5


PRINCIPAL  PRODUCTS  AND  SERVICES


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

     To  date,  we  have  referred  patients to ICT for treatment at their Kiev,
Ukraine  facility.  We  have  also  referred  patients to a facility in Tijuana,
Mexico. We have an affiliate agreement with the Institute of Cell Therapy, which
is  the  treatment  facility  in Kiev, Ukraine as well as an affiliate agreement
with  the  treatment  facility  in  Tijuana,  Mexico.  Both 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  ICT  for  use  by the local clinics in 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 two independent clinics for
referrals  of  our  patients.

     Accordingly,  our  primary  source  of  revenue  comes  from: (1) providing
referral  services,  including  information and education services, to patients,
and  (2)  supplying the clinic with 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.  Other
than  the  ICT  facility in Kiev, we have negotiated with the Tijuana clinic 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

                                        6


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 receives 10,000 shares
of  restricted  common  stock  as  compensation for the services provided to the
Company.  These  shares  are  awarded  without  regard  to how many patients are
recommended  for  stem  cell  therapy,  if any.  Management believes that it has
recruited  industry  respected  individuals  to  form  the  Advisory  Board  and
encourages  those members to recommend only what is in the best interest of each
patient.  A  potential  conflict  of  interest  may  exist as the members of the
Advisory  Board  are  compensated  with restricted common stock and the value of
that  common  stock  may  be  influenced  by  the  number  of patient procedures
recommended  by  the  Advisory  Board.  In addition, two members of the Advisory
Board  are  located  in Mexico and provide treatment services to patients, which
could  result  in  an  additional  conflict  of  interest.

     In  addition,  some  members of the Advisory Board are requested to perform
additional  services,  such as evaluating new technologies and products that are
available  for  stem  cell  treatment.  In  exchange  for  these services, these
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 at our affiliate clinics in Kiev,
Ukraine  and  Tijuana,  Mexico.  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  in  the case of the Kiev facility would be simply to have ICT supply the
product  locally).  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.  Instead, we have entered into a License Agreement with
the Institute of Cell Therapy ("ICT") in Kiev, Ukraine.  The License operates as
both  a  license  to  use  ICT's  intellectual  property,  and as a distribution
agreement.  Pursuant to the agreement, we purchase stem cell materials from ICT,
and sell the solutions to affiliated clinics.  The material terms of the License
Agreement  are  explained  in  greater  detail below.  We only provide stem cell
products  to  clinics  in  Kiev  and  Tijuana  (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.

                                        7


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

OVERVIEW  OF  STEM  CELLS  AND  THEIR  BENEFITS

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

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

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

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

                                        8


     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/Brain_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.

                                        9


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/

     The  Company's  stem  cell  transplants  do  not  require immunosuppressant
medications  after treatment.  This methodology is patented in Russia and in the
Ukraine  in  licenses held by the Company.  The Company has not discovered a new
procedure  of  Stem Cell Transplantation, but is using technology which has been
in  existence  for  some  period  of  time.

     The  Company utilizes a patented method to prepare Stem Cell Transplants of
any  of  the  approximately  200  kinds  of cells for clinical use, which can be
implanted  with  safety and without the need for immunosuppression medication to
prevent  rejection  of  stem  cells.

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.

                                       10


     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.


                                       11


ILLUSTRATIONS OF STEM CELLS AND HOW THEY WORK

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

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

[GRAPHIC OMITTED]

                                       12


BASIC STEM CELL CYCLE


                               [GRAPHIC OMITED]


                               [GRAPHIC OMITED]

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

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


                               [GRAPHIC OMITED]

                                       13



                               [GRAPHIC OMITED]

     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.

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,

                                       14


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.

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

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

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

COMPANY STRATEGY

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

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

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

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


- -     Increased  sales  of  our  stem  cell  products  to university and private
laboratories  globally,  for  use  in  research and clinical studies.  We intend
increase  sales  by teaming up with global distributors of life science products


                                       15


and  focus  on the sales and distribution of the biological solutions created at
ICT to be used for research and development programs at universities and private
laboratory  facilities.

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

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

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

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

     The  Company was created to serve as a legal and distribution entity for an
ongoing project of stem cell transplantation by a group of physicians-experts in
this  field  from  various  western and eastern countries.  The Company provides
stem  cell  solutions that are currently being used in the treatment of patients
suffering  from  degenerative  disorders  of  the  human  body.  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  as  well,  to  universities,  institutes  and  privately  funded
laboratory  facilities  for  research  purposes  and  clinical  trials.

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.

                                       16


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

Cancers and other Malignant Growths

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

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

Immunodeficiencies

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

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


                                       17


Metabolic Diseases

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

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

Neurological Diseases

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

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


                                       18


Blood and Bone Marrow Disorders

- -     Myeloproliferative Disorders
  o     Acute Myelofibrosis
  o     Agnogenic Myeloid Metaplasia
  o     Essential Thromocythermia
  o     Polycythemia Vera
- -     Inherited Red Cell Abnormalities:
  o     Beta Thalassemia Major
  o     Blackfan-Diamond Anemia
  o     Pure Red Cell Aplasia
  o     Sickle Cell Anemia
- -     Inherited Platelet Abnormalities
  o     Amegakaryocytosis/ Congen-ital Thrombocytopenia
- -     Plasma Cell Disorders
  o     Multiple Myeloma
  o     Plasma Cell Leukemia
  o     Waldenstrom's Macroglobulinemia
- -     Stem Cell Disorders
  o     Congenital Cytopenia
  o     Dyskeratosis Congenita
  o     Fanconi Anemia
  o     Multiple Myeloma
  o     Paroxysmal Nocturnal Hemoglobinuria
  o     Plasma Cell Leukemia
  o     Severe Aplastic Anemi

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

                                       19


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).

     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 and Tijuana, Mexico 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
two  patients  for  treatment  to  the  Kiev  clinic: one stroke patient and one
multiple  sclerosis  patient.

                                       20


LICENSE AGREEMENT WITH INSTITUTE OF CELL THERAPY

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

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

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


     The  licensing  agreement  also  functions  effectively  as  a distribution
agreement  pursuant to which Stem Cell Florida purchases stem cell materials for
delivery  to  patients  from  ICT.  Stem  Cell  Florida  has  a  fixed  pricing
arrangement with ICT and an exclusivity to the supply of those products provided
Stem  Cell  Florida  meets  certain  annual  minimums.  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 an irrevocable letter of credit at the rate of $2,000 for
every portion less than the minimum required purchase.  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.  In the event the letter of credit is drawn upon,
the  Company  agrees to replenish the letter of credit to the extent of any such
draws.


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

     Stem  Cell Florida recorded the $5,000 as a prepaid expense to be amortized
over  the  120 month life of the agreement at $47.67.  When the Company acquired
Stem  Cell  Florida,  the Company re-classified the prepaid balance to show only
one  year's  worth of prepaid expense, with the remaining balance appearing as a
long-term  item.


                                       21


NUMBER OF PATIENTS TREATED BY THE COMPANY'S AFFILIATES:

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

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

     The Company is presently affiliated with the following two clinics:

     1.     Kiev, Ukraine: Institute of Cell Technology,

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

     The  clinics  in  Kiev, Ukraine and Tijuana, Mexico are independently owned
and  operated.  We  have  no  ownership  and  we  do not treat any patients. Our
affiliate clinics license our stem cell technology and we provide them with stem
cell  products  to  treat  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.


                                       22


MANUFACTURING

Basic Approach

     The basis of stem cell therapy is the presence of preparations of allo stem
cell biological solutions.  The company's affiliate has developed and patented a
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 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.


                                       23


     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

     The  ICT Lab in Kiev has developed and received a number of patents for the
preparation,  cryo-preservation  and the thawing process for biological material
which  results  in a 99% survival rate of the original biological mass.  It is a
unique  process  developed  by  ICT  and  the technology is licensed to us for a
period  of  10  years  with  an  option  to  renew  for  another  10  years.

     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,

                                        24


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 us to create the
supplies  of  high-quality  cryogenically-preserved embryonic stem cells, tissue
preparations  and extracts for clinical application.  We have developed a 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  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.

     We  have  developed a system with our Kiev affiliate that is based on total
confidentiality,  provides  production  of biological preparations in accordance
with  the  necessary  requirements  concerning  the  selection,  preparation for
storage,  storage  and  distribution  of preparations for use in various medical
institutions.

     The  scientists, directors, executives and doctors at ICT, our affiliate in
the  Ukraine,  have  a  proven track record of more than 25 years in developing,
manufacturing,  delivering  worldwide  and  practically  applying  stem  cell
transplants  therapies.  In  1981,  ICT  patented  its first stem cell treatment
technology,  and  has been applying its processes ever since.  Even before then,
ICT  had  obtained  several patents relating to the preservation of various cell
and  tissue  types.  To  date,  they  have  patented  and practically applied 26
technologies regarding stem cells and related biological processes.  To the best
of the Company's knowledge, most other stem cell research facilities have yet to
apply  stem  cell  technology  to  actual  medical  practice; unlike most of its
competitors,  our  affiliate's  experience with the practical application of its
stem  cell  transplants  extends  beyond  research  and  development.

     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.


                                        25


RESEARCH AND DEVELOPMENT

     We do not directly engage in Research and Development.  Instead, we license
the  technology  that results from Research and Development activities performed
by  ICT,  our affiliate in the Ukraine, and possibly the technology that results
from  such  activities by other affiliates or other independent companies in the
future.  ICT currently has a number of related projects that are currently under
development  or  contemplated  for  the  near  future.  They  are  as  follows:

1.     ARTIFICIAL ORGANS:

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

2.     BIOLOGICALLY ENHANCED BIO-POLYMER MATERIALS FOR SURGERY:

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

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

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

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

MARKETING AND PROMOTION

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

                                        26


Clients  because  of  the  reach of on-line communication.  The Company plans to
employ a variety of media, program and product development, business development
and  promotional  activities  to achieve these goals.  We put out periodic Press
Releases on our activities that are distributed by MacReport to numerous on-line
publication  sites as well as printed magazines, newspapers and newsletters.  In
addition,  we  have an on-line distribution network that sends these releases to
subscribed  potential  patients,  medical  practitioners,  patient  networks and
associations  (such  as  the  StrokeNetwork,  Different  Strokes,  and  Multiple
Sclerosis Society).  Finally, by invitation of these same organizations, we have
participated in various on-line "chat" seminars organized by these organizations
to  help  educate  and  answer  questions  on stem cell transplantation therapy.

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

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

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

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


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

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

                                        27


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

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

Doctor and Clinic Support Services

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

PRICING

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

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

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.

                                        28


     The Company's business model is not just to provide a referral service, but
to  combine  all  aspects  of  the  above  mentioned  areas  in order to provide
value-added  services to our patients with a minimum operating investment by the
Company.  We  plan  to  accomplish  this  by  continuing  to  enter into various
licensing  and  treatment  agreements  with affiliate clinics and hospitals.  We
will  select  which  clinic  and hospital facility we contract with based on the
resources  available,  IP and services that they each have available.  This will
allow  us  to  be  able to have a number of global affiliate treatment facilties
that,  when  combined, provide the Company with all of the following value-added
services:
- -     Review  and  analysis  of  patient  medical  information
- -     Recommendation of treatment protocols
- -     Treatment of patients at multiple international locations
- -     Provide the stem cell biological solution to be used at our affiliate
      treatment facilities
- -     Provide long-term tracking of patient's medical condition for data
      collection and medical abstract development

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

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

     At the  initial  filing  of this  Registration Statement on Form 10-SB, the
Company  had  two  affiliate  treatment facilities outside of the United States:
Kiev,  Ukraine  and  Tijuana,  Mexico.

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


REGULATION

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

                                        29


     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.

                                        30


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.

LEGAL PROCEEDINGS

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

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

INTELLECTUAL PROPERTY


     Currently, we have the rights to 26 patents, filed in the Ukraine and other
countries,  pursuant  to  our License Agreement with ICT.  These patents concern
the  production, storage, preservation, and practical application of stem cells.
Our  agreement  with ICT is for 10 years, and is renewable for another 10 years.
The  following  information  reflects  the  status of the patents as of the date
hereof, and the countries where they are recognized.  Some of these patents were
originally  issued  by  the  former  Soviet Union, but are now recognized by the
countries  listed.  These  patents  are  as  follows:

1.     Patent  560613.  The method of erythrocytes preservation, 1977 (granted),
1975  (applied  for),  Russia
2.     Patent  645633.  The method of blood leukocytes preservation, 1978, 1977,
Russia
3.     Patent  825081.  The method of blood leukocytes preservation, 1981, 1979,
Russia

                                        31


4.     Patent  1  017251.  The  method of human ovary tissue preservation, 1981,
1979,  Russia
5.     Patent  1410954.  The  method  of treatment of anemia's in pregnant woman
1983,  1981,  Russia
6.     Patent  13709.  The  method  of  treatment of anemia's in pregnant woman,
1997,  1997,  Ukraine
7.     Patent  1402781.  The  container for freezing of biological objects 1988,
1985,  Russia
8.     Patent 8457. The container for freezing of biological objects 1997, 1997,
Ukraine
9.     Patent  1  706502.  The  method  of preservation of human embryonic liver
hemopoietic  cells,  1988,  1986,  Russia
10.     Patent  13687.  The  method  of  preservation  of  human embryonic liver
hemopoietic  cells,  1991,  1989  Ukraine
11.     Patent  1734621. Cryo-protector of hemopoietic cells, 1997, 1989, Russia
12.     Patent  16859.  Cryo-protector  of hemopoietic cells, 1995, 1993 Ukraine
13.     Application  93080788.  The  method  of  human  immunodeficiency  virus
treatment  (HIV),  1995,  1993,  Ukraine
14.     Application  93090874  The  method  of  treatment of cytostatic disease,
1997,  1995,  Ukraine
15.     Application  93251432.  The  method of treatment of pancreatic diabetes,
1995  Ukraine
16.     Application  93121711.  The  method  of  treatment of aplastic anemia's,
1994,  Ukraine
17.     Application  95125139.  The  method  of prevention of an acute radiation
sickness  in  lethally  radiated  animals,  1993,  Ukraine

18.     Patent  22981.  The  method of treatment of cerebral motional defects in
patients  who  have  undergone  craniocerebral  injury  1997,  1993  Ukraine
19.     Patent  46673  .  The  method  of cryo preservation of human hemopoietic
cells  1997,  1995,  Ukraine

20.     Patent  2233589.  The  method  of cryo preservation of human hemopoietic
cells,  2004,  2002,  Russia
21.     Patent  46675  A.  The way of low-temperature cell bank operation, 2003,
2002,  Ukraine
22.     Patent  52502  A.  The method of therapy of prostate gland cancer, 2003,
2002,  Ukraine
23.     Patent  56085  A. The method of obtaining a preparation of suspension of
placenta  cells,  2003,  2003,  Ukraine
24.     Patent  59096  A.  The  method  of biological preparations obtained from
placenta  (variants),  2003,  2003,  Ukraine
25.     Patent  60238  A.  The cryo-preservative content of hemopoietic cells of
donor's  cord  blood  and  its  components,  2003,  2003,  Ukraine
26.     Patent  63844  A.  Device  for  registration  of processes in biological
tests,  2003,  2003,  Ukraine

                                        32


     In  addition,  we  currently have two provisional patent filings in the US:

- -     U.S.  P&T  Office Provisional Patent filing; Docket # 06011197, Customer #
26565. "STEM CELLS TO TREAT AND/OR PREVENT SYMPTOMS OF AVIAN INFLUENZA AND OTHER
DISEASES  IN  MAMALS  AND  OTHER  ANIMALS"

- -     U.S. P&T Office Provisional Patent filing; Docket # 06061413, Customer #
26565. "COMPOSITION AND METHODS OF TREATING BURN VICTIMS USING STEM CELLS."

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

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

EMPLOYEES

     As  of  December  31, 2005, the Company employed eight full-time employees,
and  no  other  employees.  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.

                                        33


RISK  FACTORS

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

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

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

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

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

     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

                                        34


satisfaction,  (ii)  the Company's ability to manage its production facility and
maintain gross margins, (iii) the announcement or introduction of new treatments
and/or  patents  by  the  Company and its competitors, (iv) price competition or
higher  prices in the industry, (v) the level of use of the Internet and on-line
patient  services, (vi) the Company's ability to upgrade and develop its systems
and  infrastructure  and attract new personnel in a timely and effective manner,
(vii)  the  level  of  traffic  on  the  Company's  website,  (viii)  technical
difficulties, system downtime, (ix) the amount and timing of operating costs and
capital expenditures relating to expansion of the Company's business, operations
and  infrastructure,  (x)  governmental  regulation,  and  (xi) general economic
conditions.


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

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

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

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

     DEPENDENCE  ON KEY PERSONNEL; NEED FOR ADDITIONAL PERSONNEL:  The Company's
performance  is  substantially  dependent  on  the continued services and on the
performance  of  its senior management and other key personnel, particularly the
Company's  Chairman/CEO,  Calvin  C.  Cao,  Chief  Financial  Officer, Daniel J.
Sullivan,  and U.S. Chief Operations Officer, Peter K. Sidorenko.  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

                                        35


operations.  The  Company has long-term employment agreements with its executive
officers  and  maintains  "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.


     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.

                                        36


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

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

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

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

     NO  ASSURANCE  OF  PUBLIC  MARKET FOR COMMON STOCK, POSSIBLE LACK OF MARKET
MAKERS;  VOLATILITY.  Although  the  Company's  stock is currently quoted on the
pink sheets, 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

                                        37


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
patients  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.


     DEPENDENCE  ON LICENSE AGREEMENT.  Our business depends on our relationship
with  ICT who is the principal supplier of stem cell biological solution that we
use with our patients and clients.  Although we believe that alternative sources
of  product  are  available,  the  loss  of  this supplier would have a material
adverse  effect  on our business, financial condition and results of operations.

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

                                        38



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 REGISTRATION
STATEMENT  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 registration
statement  See  "Index  to  Financial  Statements"  at page F-1. Those financial
statements  have  been prepared in accordance with generally accepted accounting
principles  of  the  United  States  of  America.

GENERAL  OVERVIEW


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

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

                                        39


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 September 30, 2006, we had
a working capital deficit of $418,158 and an accumulated deficit from operations
of  $1,036,656.  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, 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.

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.

                                        40



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


RESULTS  OF  OPERATIONS


As of September 30, 2006 and for the six months ended September 30, 2006 and
2005

     We  had  revenue of $146,260 during the six months ended September 30, 2006
as  compared  to $23,470 of revenue for the comparable period in 2005.  Our cost
from  ICT  for the stem cell biological material delivered during the six months
ended September 30, 2006 was $208,625 as compared to $17,100 for the same period
ended  2005.   The increase in cost of goods sold is due to the increased number
of  treatments  and  a $116,000 charge for an additional payment made to ICT for
not meeting the contractual minimum purchase requirement.   Our net loss for the
six  month  period ended September 30, 2006 was $504,254 as compared to $150,989
during  the  same  period  in  2005.  The  loss  primarily reflects increases in
payroll, professional fees and the additional payment to ICT for not meeting the
minimum  purchase  requirement.  Revenues during 2006 reflected the treatment of
six  patients'  and  only  one  patient was treated during the same period ended
2005.

     Gross  margin  for  the  six months ended September 30, 2006 was a negative
$62,365  as compared to a positive $6,370 for the six months ended September 30,
2005.  The decreased gross margin is primarily due to the $116,000 charge for an
additional  payment made to ICT for not meeting the contractual minimum purchase
requirement.  We  anticipate  positive gross  margins on future patient services
and  delivery  of  our  stem  cell  biological  products.

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

     We  had  revenues  of  $120,555 during the three months ended September 30,
2006  as  compared to $23,470 of revenue for the comparable period in 2005.  Our
cost  from  ICT for the stem cell biological material delivered during the three
months ended September 30, 2006 was $194,100 as compared to $17,100 for the same
period ended 2005.   Our net loss for the three month period ended September 30,
2006 was $314,499, compared to $92,255 during the same period in 2005.  The loss
primarily  reflects  increases  in payroll, professional fees and the additional
payment  to  ICT  for  not  meeting  the  minimum  purchase  requirement.

     Gross  margins for the three months ended September 30, 2006 was a negative
$73,545  as  compared  to a positive $6,370 for three months ended September 30,
2005.  The decreased gross margin is primarily due to the $116,000 charge for an
additional  payment made to ICT for not meeting the contractual minimum purchase
requirement.


                                        41


LIQUIDITY AND CAPITAL RESOURCES


     The  Company's  financial  statements  have been prepared assuming that the
Company  will  continue  as a going concern.  For the six months ended September
30,  2006  and  the  period  since  December 2, 2004 (date of inception) through
September  30,  2006, the Company has had a net loss of $504,254 and $1,036,656,
respectively and cash used by operations of $137,783 and $300,040, respectively,
and  negative  working  capital  of  $418,158  at  September  30,  2006..

     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 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
shall  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
has 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 agrees to replenish the letter of credit to the extent
of  any  such  draws.  As  of  September  30, 2006, the Company did not meet the
minimum  purchase  requirement  and  ICT  has  drawn on the letter of credit for
$116,000.

     As  of September 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 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.

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

                                        42


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,  we  cannot  be  sure  that  we will be able to attract sufficient
patients  to  maintain or grow revenue and consequently our long term growth and
success may be negatively impacted  (ii) the announcement or introduction of new
treatments and/or patents by the Company and its competitors, as this is an ever
changing  field  of  innovation, we cannot be sure that our competition will not
significantly  impact  our  customer  base,  and  thereby  negatively impact our
revenues,  with  new  and improved treatments; (iii) price competition or higher
prices  in  the industry, with additional research into this field of treatment,
we cannot be sure that we will be able to maintain our current pricing structure
and  gross  margins  to  be  able  to compete with new competitors and treatment
options at reasonable prices;  (iv) the Company's ability to upgrade and develop
its  systems  and  infrastructure  and  attract  new  personnel  in a timely and
effective  manner,  the  Company  cannot  be  sure that it will be able to raise
sufficient  capital  in order for it to grow it's infrastructure and continually
offer  the  most  innovative  procedures and treatment options to patients.  (v)
governmental  regulation,  the  Company  is  continually  working  with  various
government  agencies  to  ensure  approval  of these procedures, but there is no
assurance  that  the approvals will not change or become more restrictive in the
future,  thereby limiting the ability of the Company to perform these procedures
in  certain  locations,  and  (vi)  general economic conditions, there can be no
assurance  that  the Company will continually be able to attract patient's whose
financial  health  will  allow  them  to  pursue  these  costly  treatments.

     The  key  operating indicators that management currently focuses on are our
cash  flow  and  our  patient  referral  pipeline.  In the past, the Company was
dependent on advances from shareholders and proceeds from the sale of restricted
stock to provide the necessary operating capital to fund operations.  Management
monitors  cash  flow  received  from  patient  referrals  and  expenditures  for
operations.  The  patient  referral  pipeline  represents the potential referral
fees  that  may be earned in the future.  Building the patient referral pipeline
is  an  operating indicator of our future growth, if any.  Based on management's
understanding  of  the  stem cell therapy industry, management believes that the
use  of  stem  cell  therapy  will continue to gain additional acceptance in the
medical community that may result increased patient procedures in the future for
the  industry.  As  acceptance  of  stem  cell therapy treatments in the medical
community  increases,  management  believes the patient referral pipeline should
also  increase.


CAPITAL  STOCK

     As  of  March  20, 2005, the Company (then named Altadyne, Inc.) had 50,804
issued  and  outstanding  shares  of  common  stock,  no  outstanding  shares of
preferred  stock,  and  no  options,  warrants,  conversion privileges, or other
rights  to  purchase  common  stock.

                                        43


     On  March  20,  2005,  R  Capital  acquired  the  Company.  Pursuant to the
agreement,  in  June  2005,  the Company (then Altadyne, Inc.) issued 22,500,000
shares  of  common  stock to R Capital, in exchange for $125,000.  This issuance
was  completed  without  any public offering in accordance with Section 4(2) and
Regulation  D  promulgated  under  the  Securities  Act  of  1933,  as  amended.

     On  September  1,  2005,  Stem  Cell  Florida  acquired  the  Company (then
Altadyne, Inc.) from R Capital by way of a reverse acquisition.  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



     On  September  15,  2005,  the  Company  issued  500,000 shares of Series A
Preferred  Stock  to  RHL  Management  Corp.,  an  accredited  investor,  in
consideration  for  $25,000.  The  Series  A Preferred Stock is convertible into
common  stock  on  a  one  for  one  basis after a certain waiting period.  This
issuance  was  completed  without any public offering in accordance with Section
4(2)  and Regulation D promulgated under the Securities Act of 1933, as amended.

     On  January  1,  2006,  the  Company issued a total of 20,000 shares to two
consultants  unaffiliated  with  the  company, for consulting services valued at
$17,800.  This  issuance was completed without any public offering in accordance
with Section 4(2) and Regulation D promulgated under the Securities Act of 1933,
as  amended.

     On  January  20,  2006,  the  Company  issued 20,000 shares to a consultant
unaffiliated  with the Company, for consulting services valued at $20,000.  This
issuance  was  completed  without any public offering in accordance with Section
4(2)  and Regulation D promulgated under the Securities Act of 1933, as amended.


     On  February  2,  2006,  the  Company  issued 120,000 shares to Westminster
Securities  (24,000) and certain employees of Westminster Securities Corporation
(2  x  48,000)  in  connection  with the termination of an agreement between the
Company  and  Westminster.  The  Company valued these shares at $0.85 per share,
the  current fair value of the underlying common stock less a 15% thinly trading
discount,  which  approximates  the  fair  value of the services provided.  This
issuance  was  completed  without any public offering in accordance with Section
4(2)  and Regulation D promulgated under the Securities Act of 1933, as amended.


     On  February  2,  2006,  the Company issued a total of 70,000 shares to six
consultants  who  assisted  the  Company  on  the  medical advisory board or who
performed  other  medical services on behalf of the Company.  Although issued on
February  2,  2006,  we  valued  these shares at market price as of the date the
services  were  performed,  pursuant  to  EITF  Issue  No.  96-18,  as  follows:

CONSULTANT            DATE SERVICES WERE PROVIDED NUMBER OF SHARES MARKET PRICE
- - -----------------   --------------------------- ---------------- ------------
Alexey Bersenev                     10/04/05          10,000  $        1.75
Weiwen Deng                         10/10/05          10,000  $        1.45
Salvador Vargas MD                  10/24/05          10,000  $        1.05
Jorge Quintero MD                   10/24/05          10,000  $        1.05
Dr. Igor Katkov PhD                 12/02/05          20,000  $        0.97
Dr. Nikita Tregubov, MD             12/02/05          10,000  $        0.97

The  total  value  of the services rendered, and the total market price of these
shares  on  dates  they  were  earned, was $85,100.  This issuance was completed
without  any  public  offering  in accordance with Section 4(2) and Regulation D
promulgated  under  the  Securities  Act  of  1933,  as  amended.

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

                                        45


MONTH            AVERAGE MARKET PRICE   NUMBER OF SHARES
September, 2005  $                1.88             6,400
October, 2005    $                1.01            11,882
November, 2005   $                0.86            13,953
December, 2005   $                1.00            12,000
January, 2006    $                0.85            14,118
February, 2006   $                0.85            14,118
March, 2006      $                0.40            30,361

Pursuant to this arrangement, on February 2, 2006, the Company issued a total of
44,234  to  the  public  relations  firm engaged by the Company for the services
performed  from  September  through December, 2005.  This issuance was completed
without  any  public  offering  in accordance with Section 4(2) and Regulation D
promulgated  under  the  Securities  Act  of  1933,  as  amended.

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.

ITEM 3. DESCRIPTION OF PROPERTY.

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

     Rent  expense  amounted  to  $15,874  and $19,314 for the nine months ended
December  31,  2005  and  the  period  from December 2, 2004 (Date of Inception)
through  December  31,  2005.

     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 4. 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 December 31, 2006. 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

                                        46


33,563,234  shares  being  outstanding  as  of  December 31, 2006, 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.



                                                         
                                   ACTUAL          ACTUAL
IDENTITY OF PERSON                 AMOUNT OF       PERCENT OF
OR GROUP                           SHARES OWNED    SHARES OWNED   CLASS
- - ---------------------------------  --------------  -------------  ---------
Global Capital Corp.
2203 N. Lois Avenue, 9th Floor
Tampa, FL 33607                        4,000,000           11.9%     Common
- - ---------------------------------  --------------  -------------  ---------
Institute of Cell Therapy
c/o Alan Brutten, Attorney at Law
1341 Ocean Parkway
Brooklyn, NY 11230                     5,000,000           14.9%     Common
- - ---------------------------------  --------------  -------------  ---------
Thuy-Van Chau
2203 N. Lois Avenue, 9th Floor
Tampa, FL 33607                        3,000,000            8.9%     Common
- - ---------------------------------  --------------  -------------  ---------
Vivian Cao Irrevocable Trust
2203 N. Lois Avenue, 9th Floor
Tampa, FL 33607                        2,000,000            6.0%     Common
- - ---------------------------------  --------------  -------------  ---------
Christopher Cao Irrevocable Trust
2203 N. Lois Avenue, 9th Floor         2,000,000
Tampa, FL 33607                                             6.0%     Common
- - ---------------------------------  --------------  -------------  ---------
Calvin C. Cao
2203 N. Lois Avenue, 9th Floor
Tampa, FL 33607                    11,000,000 (1)          17.9%     Common
- - ---------------------------------  --------------  -------------  ---------
Daniel J. Sullivan
2203 N. Lois Avenue, 9th Floor
Tampa, FL 33607                          200,000           0.6%%     Common
- - ---------------------------------  --------------  -------------  ---------
Peter K. Sidorenko
2203 N. Lois Avenue, 9th Floor
Tampa, FL 33607                                0            0.0%        n/a
- - ---------------------------------  --------------  -------------  ---------
M. Richard Cutler
c/o Cutler Law Group
3206 West Wimbledon Dr
Augusta, GA 30909                   2,674,196 (2)   7.9%             Common
- - ---------------------------------  --------------  -------------  ---------
RHL Management, Inc.
c/o Cutler Law Group                                               Series A
3206 West Wimbledon Dr                                            Preferred
Augusta, GA 30909                     500,000 (3)   100%              Stock
- - ---------------------------------  --------------  -------------  ---------
Officers and Directors as a Group
(three persons)                       11,200,000   34.4%             Common
- - ---------------------------------  --------------  -------------  ---------



(1)     Mr.  Cao's  shares  consist  of  4,000,000 shares held by Global Capital
Corp.,  2,000,000  shares held by Vivian Cao Irrevocable Trust; 2,000,000 shares
held by Christopher Cao Irrevocable Trust  and 3,000,000 shares held by Thuy-Van
Chau, the wife of Mr. Calvin Cao.  Mr. Cao is deemed the beneficial owner of the
shares  owned  by  Global  Capital  because  he is an officer and shareholder of
Global  Capital.  Mr.  Cao  is  deemed  the beneficial owner of the other shares
because  they  are  otherwise beneficially owned by a family member sufficiently
closely  related  to  Mr.  Cao  such  that  he  is  deemed the beneficial owner.

                                        47


(2)     Mr. Cutler's shares consist of 1,292,259 shares held by Cutler Law Group
and  1,381,937 shares held by R Capital Partners, Inc.  Mr. Cutler is deemed the
beneficial  owner  of each of the shares owned by Cutler Law Group and R Capital
Partners  as  he is the President, a director and a shareholder of each of those
entities  and  would  consequently  be considered the beneficial owner under the
securities  laws.

(3)     The  Series A Preferred Stock held by RHL Management is convertible into
common  stock  on  a  one  for one basis only upon 61 days notice to the Company

Other  than noted above, no beneficial owner of the Company's securities has the
right  to  acquire  any  shares  from  options,  warrants,  rights,  conversion
privileges,  or  any  similar  obligations.

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 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

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
- -------------------------------------     ---     ---------------------------
Calvin C. Cao     39     Chief Executive Officer, President and Chairman
- -------------     --     -----------------------------------------------
Daniel J. Sullivan     50     Chief Financial Officer and Director
- ------------------     --     ------------------------------------
Peter K. Sidorenko     50     Chief Operating Officer and Director
- ------------------     --     ------------------------------------
Lixian (John) Jiang    35     Chief Operating Officer and Patent Trademark
Counsel, China Division


                                        48


CHAIRMAN  AND  CHIEF  EXECUTIVE  OFFICER  -  CALVIN  CAO:

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

     In  the  same year, he formed Micronet Capital Corp., an investment-banking
firm that specialized in helping start-up companies with private placements, M&A
and  other  financial  services.  In  2004,  Micronet  Capital Corp. merged with
Global  Capital Corp. to better position and reflects the global presence of its
services  and  offerings.  Global  Capital  Corp.  remains  in  operation.

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

     In 2005, Mr. Cao decided to dedicate his energies to working full time with
Stem  Cell Florida.  Mr. Cao became president and chairman of the Company on the
closing  date  of  the  Reorganization  and Stock Purchase agreement between the
Company  and Stem Cell Florida, September 9, 2005.  He was reelected as chairman
in March, 2006 and his term expires March, 2007, or when his replacement is duly
elected  and  qualified.  He was reappointed as president in March, 2006 and his
term  expires  March,  2007,  or  when  his  replacement  is  duly appointed and
qualified.

CHIEF  FINANCIAL  OFFICER  AND  DIRECTOR  -  DANIEL  J.  SULLIVAN

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


     After  graduating  from San Diego State University in 1980, in January 1981
Mr. Sullivan became an Accountant at KPMG Peat Marwick in Costa Mesa, California
where  he  became  a manager in 1985 and left in September 1986.  From September
1986  through  November  1987,  Mr.  Sullivan  was  Controller for Security Etch
International, Inc. in Irvine, California, a manufacturer of automobile security
devices.  From  November  1987 until October 1988, Mr. Sullivan was a Manager at
Wurth  and  Company  in  Orange, California, a certified public accounting firm.
From  October  1988  through  February 1993, Mr. Sullivan was Vice President and
Chief  Financial  Officer  of  Trillium  Management,  Inc.,  in  Los  Angeles,
California,  a  $75  million  trailer  manufacturer  and  truck/trailer  leasing
company,  which was acquired by Oshkosh Truck Corporation in Oshkosh, Wisconsin,

                                        49


a $60 million freight trailer manufacturer, where Mr. Sullivan remained as Chief
Financial  Officer.  From  February 1993 through February 1994, Mr. Sullivan was
Chief  Financial  Officer  for  Bitec  Southeast,  Inc.  in  Tampa, Florida, and
industrial  and  medical gases and welding equipment distributor.  From February
1994  until  November 1995, Mr. Sullivan was Chief Financial Officer for Quality
Products,  Inc.  in  Tampa, Florida, a holding company with industrial machinery
manufacturing,  steel  service  and consumer products operations.  From November
1995  through  November  1997,  Mr.  Sullivan  was  Chief  Financial Officer for
Stacey's Buffet, Inc. in Largo, Florida, a public buffet restaurant chain.  From
November 1997 through October 2003, Mr. Sullivan was Chief Financial Officer for
Selective  HR  Solutions,  Inc.,  a  professional  employer  organization.  From
November  2003  to  November  2004,  Mr.  Sullivan  was  employed  by  Skylynx
Communications, Inc. in Sarasota, Florida as Chief Financial Officer, a start-up
public  wireless  communications  company.

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


CHIEF  OPERATING  OFFICER  AND  DIRECTOR  -  PETER  K.  SIDORENKO

     With  more than 25 years of Regional, National and International management
experience,  Chief  Operating  Officer  Peter Sidorenko is in charge of all U.S.
operations  for  SCTI.  He  brings  to  this  position  a  varied  background of
experience  with  such  world-class  Fortune  500  organizations  as  IBM,  Dow
Jones/Telerate,  AT&T  Bell  Labs,  WorldCom/MCI  and  Citicorp.


     Before  joining the Company, Mr. Sidorenko was a National Account Executive
and  Business  Operations Manager for Technology Systems Group ("TGS") beginning
August,  2003  through  September  2004.  TGS  is  a technology sales agent with
partnerships  with  Bell South and IBM.  With TGS, Mr. Sidorenko was responsible
for developing proposals, product brochures, customer presentations, pricing and
network  designs,  and developing and administering pre- and post- sale customer
support  systems.  Before joining TGS, Mr. Sidorenko was a Network Architect and
Sales  Engineering  Operations  agent  with  MCI,  a telecommunications company,
beginning  April,  2000.  With  MCI,  Mr. Sidorenko designed, provided technical
support  for,  and  oversaw  the  implementation  of  enterprise-wise networking
solutions  for  corporate  clients.

     Mr.  Sidorenko  became  Chief Operating Officer of the Company on, December
2004.  He  was  reappointed  as  COO  in March, 2006 and his term expires March,
2007,  or  when  his  replacement  is duly appointed and qualified.  He became a
director  of the Company on April 28, 2006, and his term expires March, 2007, or
when  his  replacement  is  duly elected and qualified.  Mr. Sidorenko is a full
time  employee  of  the  Company.

                                        50


CHIEF  OPERATING  OFFICER  AND PATENT TRADEMARK COUNSEL, CHINA DIVISION - 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 China Division of the
Company  and  reports directly to the Board of Directors and the Chief Executive
Officer  of  the  Company.
Lixian (John) Jiang is responsible for the supervision and the operations of the
joint venture of the China Division 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  of the China Division 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 & OFFICERS OF ICT'S CLINIC IN THE
UKRAINE


     The  Company  has  also  appointed the Director of the ICT and four leading
international  scientists  in  the field of stem cell transplantation therapy to
the  Company's  Medical  Advisory Board.  In management's opinion, these members
are  leading  international scientists in the field of stem cell transplantation
therapy.  These  individuals are neither employees nor directors of the Company,

                                        51


but  are  rather  employee's of the ICT clinic in Kiev, Ukraine.  Members of the
Advisory  Board, who are also part of the management team of ICT are compensated
through  the  Master License Agreement with ICT and are not compensated with any
additional  shares  of  the  Company's  common  stock.  They  are  as  follows:


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

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

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

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

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

SCIENTIFIC AND MEDICAL ADVISORY BOARD - UNITED STATES AND MEXICO


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



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

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

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

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

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

                                        52


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.


ITEM  6.  EXECUTIVE  COMPENSATION.

SUMMARY  COMPENSATION  TABLE

The following table sets forth the total compensation paid to or accrued, during
the  fiscal  years  ended  December 31, 2005 to Stem Cell Therapy International,
Inc.'s  highest  paid executive officers.  No restricted stock awards, long-term
incentive  plan  payout  or  other  types  of  compensation,  other  than  the
compensation  identified  in  the  chart  below,  were  paid  to these executive
officers  during  that  fiscal  year.

                                       53




                                                        
                   ANNUAL    ANNUAL    OTHER
                   COMPEN-   COMPEN-   ANNUAL   COMPEN-     LONG TERM
                   SATION    SATION    COMPEN-  SATION      COMPEN-             ALL
NAME AND           SALARY    BONUS     SATION   RESTRICTED  SATION     LTIP     OTHER
POSITION     YEAR  ($)       ($)                STOCK       OPTIONS    PAYOUTS  (1)
- - -----------  ----  --------  --------  -------  ----------  ---------  -------  ------
Calvin Cao,
CEO and
Chairman     2005  NIL       NIL       NIL      NIL         NIL        NIL      NIL
- - -----------  ----  --------  --------  -------  ----------  ---------  -------  ------
Daniel
Sullivan,
CFO and                                         200,000
Director     2005  NIL       NIL       NIL      shares      NIL        NIL      NIL
- - -----------  ----  --------  --------  -------  ----------  ---------  -------  ------
Peter
Sidorenko,
COO and
Director     2005  NIL       NIL       NIL      NIL         NIL        NIL      NIL
- - -----------  ----  --------  --------  -------  ----------  ---------  -------  ------



*Valued  at  par  value  or  an  aggregate  of  $200.


 (1)  All  other compensation includes health insurance and life insurance plans
or  benefits,  car  allowances,  etc. The Company may omit information regarding
group  life,  health, hospitalization, medical reimbursement or relocation plans
that  do  not  discriminate  in scope, terms or operation, in favor of executive
officers  of directors of the registrant and that are available generally to all
salaried  employees.

LTIP: "Long-Term Incentive Plan" means any plan providing compensation intended
to serve as incentive for performance to occur over a period longer than one
fiscal year, whether such performance is measured by reference to financial
performance of the Company or an affiliate, the Company's stock price, or any
other measure, but excluding restricted stock, stock option and Stock
Appreciation Rights (SAR) plans.

The  Company has no Long-Term Incentive Plan and has made no Long-Term Incentive
Plan  payouts  The  Company has granted no bonuses to any of its employees since
inception.

     Calvin  Cao,  Chairman  &  CEO  -  was paid no compensation in 2005 for his
services  as  Chairman  and  Chief  Executive  Officer.  He  has  forfeited  all
compensation, and the Company does not owe him any compensation for his services
in  2005.  His  expected  initial  level  of  normal cash compensation for those
services  per  year  will be determined by a comparable salary based on industry
standards.

     Daniel  J.  Sullivan,  CFO  -  was issued 200,000 shares of common stock as
compensation  in  2005  for  his  services  as  CFO.  He  received  no  monetary
compensation.  His  expected  initial  level  of  normal  cash  compensation for
services  per  year  will be determined by a comparable salary based on industry
standards.

     Peter  K.  Sidorenko,  U. S. COO - was paid no compensation in 2005 for his
services  as  COO.  He  has forfeited all compensation, and the Company does not
own  him  any compensation for his services in 2005.  His expected initial level
of  normal  cash  compensation  for  services  per  year will be determined by a
comparable  salary  based  on  industry  standards.

                                       54


     The  rest of the employees of the Company were paid no compensation in cash
and  only marginal stock compensation, in 2005 for their services.  The expected
initial  level  of  normal  cash  compensation  for  services  per  year will be
determined  by  a  comparable  salary  based  on  industry  standards.

STOCK  OPTION  GRANTS

     As of the date hereof, the Company has not made any stock option grants to
any of its officers, directors or employees.

ITEM  7.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

     At  inception  Stem  Cell Florida accepted the business contacts, contracts
and  services  of  the  Founders.  After  the  reverse  acquisition, the Company
accepted  the  business  contacts,  contracts and services of Stem Cell Florida.
The  Board  of  Directors  of  Stem Cell Florida was composed at the time of its
founding of Global Capital Corp., which purchased shares of Stem Cell Florida at
par  value.  Global  Capital  Corp.,  whose sole director was and remains Calvin
Cao,  was  not  compensated  for  its services as director, and was subsequently
replaced  as  sole director by Mr. Cao and Mr. Sidorenko.  Pursuant to the terms
of  the  reverse acquisition, Global Capital Corp.'s shares of Stem Cell Florida
were  exchanged  for  shares  of  the  Company  (then  named  Altadyne,  Inc.).

     The  Company  has  received  funding from Calvin Cao in the total amount of
$48,378  at  December  31,  2005 to assist with its financial obligations. These
advances  are  non-interest  bearing,  unsecured  and  due  on  demand.

     The  Company  has  also  received funding totaling $224,582 at December 31,
2005  from  Global  Capital  Corp. for funding of the Company's operations.  The
note  is  non-interest  bearing  and  unsecured.

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

                                        55



ITEM 8. DESCRIPTION OF SECURITIES.

     The  following  statements  relating  to  the  capital  stock set forth the
material  terms  of  the Company's securities; however, reference is made to the
more  detailed  provisions  of  the  Articles  of Incorporation and the By-laws,
copies  of  which  are  filed  as  exhibits  to  this  registration  statement.

OVERVIEW

     The  Company's  Articles  of  Incorporation  authorize  the  issuance  of
100,000,000  shares  of common stock, par value $0.001 per share, and 10,000,000
shares  of  preferred  stock,  par  value $0.001 per share.  There are presently
33,563,234  shares  of  common stock issued and outstanding as of March 31, 2006
and  500,000  shares  of  Series  A  preferred  stockThere  are  no  issued  and
outstanding shares that could be sold pursuant to Rule 144.  Currently there are
no  outstanding  warrants  or  options  to  purchase  stock.  The Company is not
registering  for  sale  any  currently outstanding share under this registration
statement,  for  sale  either  by  the  Company  or  its  shareholders.

COMMON  STOCK

     Holders  of  shares of common stock are entitled to one vote for each share
on  all  matters to be voted on by the stockholders.  Holders of common stock do
not  have  cumulative  voting  rights.  Holders  of common stock are entitled to
share  ratably in dividends, if any, as may be declared from time to time by the
Board  of  Directors  in  its discretion from funds legally available therefore.

     In  the  event  of a liquidation, dissolution or winding up of the Company,
the  holders of common stock are entitled to share pro rata all assets remaining
after  payment  in  full  of  all  liabilities.

     Holders of common stock have no preemptive rights to purchase the Company's
common  stock.  There  are  no  conversion  or redemption rights or sinking fund
provisions  with  respect  to  the  common  stock.

PREFERRED  STOCK

     There  are currently 500,000 shares of Series A preferred stock outstanding
and  no  other shares of preferred stock.  Our Board of Directors is authorized,
without  further  action by the shareholders, to issue series of preferred stock
from  time  to  time,  and to designate the rights, preferences, limitations and
restrictions  of  and  upon  shares  of  each series including dividend, voting,
redemption  and conversion rights. The Board of Directors also may designate par
value,  preferences  in  liquidation,  and the number of shares constituting any
series.  We  believe that the availability of preferred stock issuable in series
will  provide  increased  flexibility for structuring possible future financings
and  acquisitions,  if any, and in meeting other corporate needs. The rights and
privileges of holders of preferred stock could adversely affect the voting power
of holders of common stock, and the authority of our Board of Directors to issue

                                        56


preferred  stock  without  further shareholder approval could have the effect of
delaying, deferring, or preventing a change in control of the Company  The board
of directors has the authority to designate classes or series of preferred stock
in the future with rights that may adversely affect the rights of the holders of
our  common  stock  or  its  market  price.

SERIES  A  PREFERRED  STOCK

     There  are currently 500,000 shares of Series A preferred stock outstanding
to  one holder.  The shares of Series A preferred stock have the same voting and
dividend rights as common shares and are convertible on a one for one basis upon
a  minimum  of 61 days notice to the CompanyThe Series A preferred stock may not
be  converted  into  common  stock if such conversion would result in the holder
holding  more than 5% of the issued and outstanding common stock of the Company.

DIVIDEND  POLICY

     We  do  not intend to pay additional dividends on our common stock. We plan
to  retain  any  earnings  for  use in the operation of our business and to find
future  growth.

     The Company has never paid a cash dividend on its Common Stock nor does the
Company anticipate paying cash dividends on its Common Stock in the near future.
It  is the present policy of the Company not to pay cash dividends on the Common
Stock  but  to  retain  earnings,  if  any, to fund growth and expansion.  Under
Nevada  law  a  company is prohibited from paying dividends if the Company, as a
result of paying such dividends, would not be able to pay its debts as they come
due,  or  if  the  Company's  total  liabilities  and  preferences  to preferred
shareholders  if  any exceed total assets.  Any payment of cash dividends of the
Common  Stock  in  the  future  will  be  dependent upon the Company's financial
condition,  results  of  operations,  current and anticipated cash requirements,
plans  for  expansion,  as  well  as  other factors the Board of Directors deems
relevant.

REPORTS  TO  STOCKHOLDERS

     The  Company  intends to comply with the periodic reporting requirements of
the  Securities  Exchange  Act  of  1934.  The  Company  plans  to  furnish  its
stockholders  with  an  annual  report  for  each  fiscal  year  ending March 31
containing  financial  statements  audited  by  its independent certified public
accountants.

TRANSFER  AGENT

     The  transfer agent and registrar for our Common Stock is Standard Transfer
&  Trust  Company,  2980  South  Rainbow Blvd., Suite 220H, Las Vegas, NV 89146.


                                       57


PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.

MARKET  INFORMATION:

     Stem  Cell  Therapy  International,  Inc.  common stock is quoted in United
States  markets  in  the Pink Sheets under the symbol "SCII".  Stem Cell Therapy
International,  Inc.  intends  to apply to have its capital shares quoted on the
Over  the  Counter  Bulletin  Board  ("OTCBB")  or  listed on the American Stock
Exchange  ("AMEX").  We have not, at this time, made application to the OTCBB or
AMEX.  We  will  make  such  application  only  upon  completion  of  this 10-SB
Registration  Statement  and  our consequent status as a reporting company under
SEC  rules.  We will also have to meet the other qualification requirements from
OTCBB  and/or  AMEX.  However, Stem Cell Therapy International, Inc. cannot make
any  assurance  that  trading  on  OTCBB  or  AMEX  will  be  approved.

     As the Pink Sheets are not appropriately deemed as a public trading market,
there  is  no  public  trading market for our common stock.  Currently there are
500,000  issued  and  outstanding  shares of Series A Preferred stock, which are
convertible  to  shares  of  common stock on a one for one basis after a certain
time  period.  There  are  no  issued  and outstanding shares that could be sold
pursuant to Rule 144.  Currently there are no outstanding warrants or options to
purchase  stock.  The  Company  is  not  registering  for  sale  any  currently
outstanding  share  under  this  registration  statement, for sale either by the
Company  or  its  shareholders.

PENNY  STOCK  REGULATIONS:

     Our  common  stock  is quoted on the Pink Sheets, maintained by Pink Sheets
LLC,  a privately owned company headquartered in New York City, under the symbol
"SCII".  On  April 10, 2006 the last reported sale price of our common stock was
$0.74  per  share.  The  Company's  common  stock  is  subject  to provisions of
Section  15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act"), commonly referred to as the "penny stock rule."  Section
15(g) sets forth certain requirements for transactions in penny stocks, and Rule
15g-9(d)  incorporates  the  definition  of  "penny stock" that is found in Rule
3a51-1  of  the Exchange Act.  The SEC generally defines "penny stock" to be any
equity  security  that  has a market price less than $5.00 per share, subject to
certain  exceptions.  As  long  as  the Company's common stock is deemed to be a
penny  stock, trading in the shares will be subject to additional sales practice
requirements  on  broker-dealers  who  sell  penny  stocks to persons other than
established  customers  and  accredited  investors.

     The  following  table  shows the high and low per share price quotations of
Stem  Cell  Therapy  International,  Inc.  common  stock as reported in the Pink
Sheets for the periods presented.  These quotations reflect inter dealer prices,
without  retail  mark-up,  mark-down  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.

                                       58


                              HIGH          LOW

(Calendar  Quarters)
2006


          Fourth Quarter      $0.35          $0.10

          Third Quarter       $0.40          $0.23
          Second  Quarter     $0.75          $0.40
          First  Quarter      $1.00          $0.47

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


HOLDERS:



     As  of December  31, 2006 there were approximately 165 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.




ITEM 2. LEGAL PROCEEDINGS.

     Stem Cell Therapy International, Inc. is not a party to any material legal
proceedings and to the company's knowledge no such proceedings are threatened or
contemplated by any party.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.


     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, Certified Public Accountants, Tampa, FL, as its new auditors
Pender Newkirk's reports on the Company's financial statements for the past two
years have been  qualified as to whether the Company would continue as a going
concern.

     During  the  two  most  recent  fiscal years and through July 31, 2006,
there have been no disagreements  between  the Company and Pender Newkirk on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope of procedure, which  disagreements, if not resolved to the
satisfaction of Pender Newkirk, would  have caused them to make reference to the
subject matter thereof in their report on the Registrant's financial statements
for such  periods.

     During  the  two  most  recent  fiscal  years and through July 31, 2006,
there have been no reportable events (as  defined  in Item 304(a)(1)(v) of
Regulation  S-K.

     The Company has recently engaged Aidman, Piser & Company, Certified Public
Accountants, Tampa, FL, as its new independent  accountants  and who will  audit
the financial statements for the Company's  Annual  Report  on  Form 10-KSB for
the year ended March 31, 2007.


                                       59


ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

*  All  of the below offerings and sales were deemed to be exempt under rule 506
of  Regulation  D and Section 4(2) of the Securities Act of 1933, as amended. No
advertising or general solicitation was employed in offering the securities. The
offerings  and  sales were made to a limited number of persons, all of whom were
accredited  investors,  business associates of the Company or executive officers
of  the  Company,  and transfer was restricted by the Company in accordance with
the  requirements of the Securities Act of 1933.  In addition to representations
by  the  above-referenced  persons, we have made independent determinations that
all  of the above-referenced persons were accredited or sophisticated investors,
and  that  they  were  capable  of  analyzing  the  merits  and  risks  of their
investment, and that they understood the speculative nature of their investment.
Furthermore,  all  of  the above-referenced persons were provided with access to
our  Securities  and  Exchange  Commission  filings.


     On  January  12, 2005, the Company awarded Daniel Sullivan, Chief Financial
Officer,  200,000  shares  of  common  stock valued at par value ($200) for past
services.  This issuance was completed without any public offering in accordance
with Section 4(2) and Regulation D promulgated under the Securities Act of 1933,
as  amended.


     On  March 20, 2005, R Capital acquired the Company.  Pursuant to agreement,
in  June  2005,  the Company (then named Altadyne, Inc., a shell company) issued
22,500,000  shares of common stock to R Capital, in exchange for $125,000.  This
issuance  was  completed  without any public offering in accordance with Section
4(2)  and Regulation D promulgated under the Securities Act of 1933, as amended.


     On  September  1,  2005,  Stem  Cell  Florida  Acquired  the  Company (then
Altadyne, Inc.) from R Capital by way of a reverse acquisition.  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 in a transaction exempt under Section
4(1)  of  the Securities Act a total of 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 as set forth below.  This
transfer  by R Capital Partners also was made in accordance with Section 4(1) of
the Securiteis Act, made to a very limited number of parties and did not involve

any  public  offering.  In addition, the Company issued 11,030,000 new shares to

the  shareholders  of  Stem  Cell  Florida  and  others as set forth below.  The
recipients  of  these  shares  are  as  follows:


- -     14,150,804  shares  to  the  Shareholders  of  Stem  Cell  Florida  as
consideration  for  100%  of the outstanding shares of Stem Cell Florida (all of
the  shares  transferred  by  R Capital were transferred to these shareholders);
this  amount  includes  10,000,000  shares of restricted common stock originally
purchased  by the President of Stem Cell Florida on December 3, 2004 for $10,000
and  200,000  shares  of  restricted  common stock issued to the Chief Financial
Officer  as compensation for past services rendered, these shares were valued at
par  value.


                                       60


- -     3,000,000 newly issued shares to parties related to the President of Stem
Cell Florida in exchange for a $3,000 reduction of the debt owed by the Company
to the President;
- -     8,030,000 newly issued shares for services, consisting of:

o     5,000,000  shares  to  ICT  as  consideration  for  the  licenses obtained
pursuant  to  the  License  Agreement  between the Company and ICT, as described
above,  page  19;
o     3,030,000 shares as consideration for consulting services valued at par
value to: USA Consulting Group (1,000,000); European Consulting Group
(1,000,000); Global Management Enterprises (1,000,000); and 3 independent
consultants unaffiliated with the Company (30,000).

Subsequent  to  the  merger,  Altadyne  changed  its  name  to Stem Cell Therapy
International,  Inc.  This issuance was completed without any public offering in
accordance  with  Section 4(2) and Regulation D promulgated under the Securities
Act  of  1933,  as  amended.

     On  September  15,  2005,  the Company issued 379,000 shares to Westminster
Securities Corporation, pursuant to an Agreement to perform services relating to
the  reverse merger, and as payment in lieu of monetary payment for the services
performed pursuant to the Agreement and valued at par value.  The Company valued
the  per  share  price  used  in this transaction at par value per the Company's
agreement  with  Westminster.  This  issuance  was  completed without any public
offering  in accordance with Section 4(2) and Regulation D promulgated under the
Securities  Act  of  1933,  as  amended.


     On  September  15,  2005,  the  Company  issued  500,000 shares of Series A
Preferred  Stock  to  RHL  Management  Corp.,  an  accredited  investor,  in
consideration  for  $25,000.  The  Series  A Preferred Stock is convertible into
common  stock  on  a  one  for  one  basis after a certain waiting period.  This
issuance  was  completed  without any public offering in accordance with Section
4(2)  and Regulation D promulgated under the Securities Act of 1933, as amended.

     On  January  1,  2006,  the  Company issued a total of 20,000 shares to two
consultants  unaffiliated  with  the  company, for consulting services valued at
$17,800.  This  issuance was completed without any public offering in accordance
with Section 4(2) and Regulation D promulgated under the Securities Act of 1933,
as  amended.

     On  January  20,  2006,  the  Company  issued 20,000 shares to a consultant
unaffiliated  with the Company, for consulting services valued at $20,000.  This
issuance  was  completed  without any public offering in accordance with Section
4(2)  and Regulation D promulgated under the Securities Act of 1933, as amended.


     On  February  16,  2006,  the  Company  issued 24,000 shares to Westminster
Securities  and 96,000 shares to two employees of Westminster Securities, 48,000
each,  pursuant  to  the  terms of the termination of the agreement between Stem
Cell  Florida  and  Westminster.  The  Company  valued these shares at $0.85 per
share,  the  current fair value of the underlying common stock less a 15% thinly

                                        61


trading  discount,  which  approximates the fair value of the services provided.
This  issuance  eliminated  all obligations of the Company and Stem Cell Florida
with  respect  to the Agreement between Stem Cell Florida and Westminster.  This
issuance  was  completed  without any public offering in accordance with Section
4(2)  and Regulation D promulgated under the Securities Act of 1933, as amended.


     On  February  2,  2006,  the Company issued a total of 70,000 shares to six
consultants  who  assisted  the  Company  on  the  medical advisory board or who
performed  other  medical services on behalf of the Company.  Although issued on
February  2,  2006, we valued these shares at market price as quoted on the pink
sheets  as  of  the date the services were performed, pursuant to EITF Issue No.
96-18,  as  follows:




                                                               
CONSULTANT               DATE SERVICES WERE PROVIDED  NUMBER OF SHARES  MARKET PRICE
- - -----------------------  ---------------------------  ----------------  -------------
Alexey Bersenev                             10/04/05            10,000  $        1.75
Weiwen Deng                                 10/10/05            10,000  $        1.45
Salvador Vargas MD                          10/24/05            10,000  $        1.05
Jorge Quintero MD                           10/24/05            10,000  $        1.05
Dr. Igor Katkov PhD                         12/02/05            20,000  $        0.97
Dr. Nikita Tregubov, MD                     12/02/05            10,000  $        0.97


The  total  value  of the services rendered, and the total market price of these
shares  on  dates  they  were  earned, was $85,100.  This issuance was completed
without  any  public  offering  in accordance with Section 4(2) and Regulation D
promulgated  under  the  Securities  Act  of  1933,  as  amended.

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

MONTH            AVERAGE MARKET PRICE   NUMBER OF SHARES
- - ---------------  ---------------------  ----------------
September, 2005  $                1.88             6,400
October, 2005    $                1.01            11,882
November, 2005   $                0.86            13,953
December, 2005   $                1.00            12,000
January, 2006    $                0.85            14,118
February, 2006   $                0.85            14,118
March, 2006      $                0.40            30,361

Pursuant  to this arrangement, on February 2, 2006 the Company issued a total of
44,234  to  the  public  relations  firm engaged by the Company for the services
performed  from  September  through December, 2005.  This issuance was completed
without  any  public  offering  in accordance with Section 4(2) and Regulation D
promulgated  under  the  Securities  Act  of  1933,  as  amended.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Nevada  General  Corporation  Law provides, in effect, that any person
made  a  party to any action by reason of the fact that he is or was a director,
officer,  employee  or  agent  of our company may and, in certain cases, must be
indemnified  by  our  company  against,  in the case of a non-derivative action,
judgments,  fines, amounts paid in settlement and reasonable expenses (including
attorneys'  fees) incurred by him as a result of such action, and in the case of
a  derivative action, against expenses (including attorneys' fees), if in either

                                        62


type  of action he acted in good faith and in a manner he reasonably believed to
be  in  or  not opposed to the best interests of our company and in any criminal
proceeding  in which such person had reasonable cause to believe his conduct was
lawful.  This indemnification does not apply, in a derivative action, to matters
as  to  which  it  is  adjudged that the director, officer, employee or agent is
liable  to  our  company, unless upon court order it is determined that, despite
such  adjudication  of  liability,  but  in view of all the circumstances of the
case,  he  is  fairly  and  reasonably entitled to indemnification for expenses.

     At  present,  there  is  no  pending litigation or proceeding involving any
director  or  officer  as  to  which indemnification is being sought, nor are we
aware of any threatened litigation that may result in claims for indemnification
by  any  director  or  officer.

                                       63


PART F/S  FINANCIAL STATEMENTS

SET FORTH BELOW


                                       64


PART III

ITEM 1.  EXHIBITS

     The following exhibits are filed as part of this registration statement:

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.*

                                       65


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.*

10.24  Medical and  Scientific Advisory Board Member Agreement dated as of April
       5,  2006  between  the  Company  and  Dr.  Nicholas  Kipshidze,  M.D.*

                                       66


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.

21.    List of Subsidiaries

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



                                       67


PURSUANT  TO  THE  REQUIREMENTS  OF SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON
ITS  BEHALF  BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES STATED.

SIGNATURE            TITLE                      DATE



                     President, Chief
                     Executive Officer and
                     Director (principal
/s/ Calvin Cao       executive officer)           January 15, 2007
- - -------------------                             -----------------
Calvin Cao

                     Chief Financial Officer
                     and Director (principal
                     financial and accounting
/s/ Daniel Sullivan  officer)                     January 15, 2007
- - -------------------                             -----------------
Daniel Sullivan



                     Chief Operating Officer
/s/ Peter Sidorenko  and Director                 January 15, 2007
- - -------------------                             -----------------
Peter Sidorenko



                                       68


FINANCIAL  STATEMENTS


                      STEM CELL THERAPY INTERNATIONAL, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)


                          As of March 31, 2006 and for
                        the year ended March 31, 2006 and
              For the Periods December 2, 2004 (Date of Inception)
                         through March 31, 2005 and 2006





                                     F-i





                      Stem Cell Therapy International, Inc.
                         (A Development Stage Enterprise)

                              Financial Statements

                          As of March 31, 2006 and for
                        the year ended March 31, 2006 and
              For the Periods December 2, 2004 (Date of Inception)
                         through March 31, 2005 and 2006






Contents


Report  of  Independent  Registered  Public  Accounting  Firm                F-1

Financial  Statements:

     Balance  Sheet                                                          F-2
     Statements  of  Operations                                              F-3
     Statements  of  Changes  in  Stockholders'  Equity             F-4  to  F-7
     Statements  of  Cash  Flows                                             F-8
     Notes  to  Financial  Statements                              F-9  to  F-20


                                     F-ii








             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board  of  Directors
Stem  Cell  Therapy  International,  Inc.
Tampa,  Florida

We  have  audited  the  accompanying  balance  sheet  of  Stem  Cell  Therapy
International,  Inc.  (a  development stage enterprise) as of March 31, 2006 and
the related statements of operations, changes in stockholders' deficit, and cash
flows  for  the  year  then  ended  and  the  period  December  2, 2004 (Date of
Inception)  through March 31, 2005 and 2006.  These financial statements are the
responsibility  of  the management of Stem Cell Therapy International, Inc.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our  audit in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audits to obtain reasonable assurance about whether the
financial  statements  are  free  of  material misstatement.  The Company is not
required  to  have,  nor  were  we  engaged to perform, an audit of its internal
control  over financial reporting.  Our audit included consideration of internal
control  over financial reporting as a basis for designing audit procedures that
are  appropriate  in the circumstances, but not for the purpose of expressing an
opinion  on  the  effectiveness of the Company's internal control over financial
reporting.  Accordingly,  we  expressed no such opinion.  An audit also includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements,  assessing  the  accounting  principles  used  and
significant  estimates  made  by  management  as  well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of Company. as of March 31, 2006
and the results of its operations and its cash flows for the year then ended and
the  period from December 2, 2004 (Date of Inception) through March 31, 2005 and
2006  in  conformity with accounting principles generally accepted in the United
States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue as a going concern.  As discussed in Note 2, the Company
has  an  accumulated  deficit of $532,402 from inception to March 31, 2006, cash
used  by operations of $162,258 and negative working capital of $301,046.  These
factors,  among  others,  raise substantial doubt about the Company's ability to
continue  as a going concern.  Management's plans in regard to these matters are
also  described  in  Note  2.  The  financial  statements  do  not  include  any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.



Pender  Newkirk  &  Company,  LLP
Certified  Public  Accountants
Tampa,  Florida
May  18,  2006





                                     F-1

                      Stem Cell Therapy International, Inc.
                         (A Development Stage Enterprise)

                                  Balance Sheet

                                 March 31, 2006


ASSETS
Current  assets:
     Cash                                                           $     32,642
     Prepaid  expenses                                                    78,031
                                                                          ------
Total  current  assets                                                   110,673

Certificate  of  deposit,  restricted                                    120,000
Deposits                                                                   1,589
Prepaid  expenses,  long-term                                              5,625
                                                                           -----
                                                                         127,214
                                                                         -------


               Total  Assets                                           $ 237,887
                                                                       =========



LIABILITIES  AND  STOCKHOLDERS'  DEFICIT
Current  liabilities:
     Accounts  Payable                                              $     28,370
     Accrued  expenses                                                    75,000
     Accrued  payroll                                                     35,000
     Advances  from  shareholder                                          48,377
     Due  to  related  party                                             224,972
                                                                         -------
Total  current  liabilities                                              411,719
                                                                         -------

Stockholders'  deficit:
     Preferred  stock;  $.001  par  value;  10,000,000
          shares  authorized  and  500,000  outstanding                      500
     Common  stock;  $.001  par  value;  100,000,000
          shares authorized and 33,672,510 outstanding                    33,672
     Additional  paid-in  capital                                        324,398
     Deficit  accumulated  during development stage                    (532,402)
                                                                       ---------
Total  stockholders'  deficit                                          (173,832)
                                                                       ---------


        Total  liabilities  &  stockholders'  deficit                  $ 237,887
                                                                       =========



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

                                     F-2

                      Stem Cell Therapy International, Inc.
                         (A Development Stage Enterprise)

STATEMENTS OF OPERATIONS





                                                                            
                                                         Period from                 Period From December 2,
                                       Year Ended        December 2, 2004 through    2004 (Date of Inception)
                                       March 31, 2006    Through March 31, 2005      Through March 31, 2006
                                       ----------------  --------------------------  -------------------------

Sales                                  $        80,934                               $                 80,934

Cost of goods sold                              52,100                                                 52,100
                                       ----------------  --------------------------  -------------------------

Gross profit                                    28,834                                                 28,834

Operating expenses:
  Selling, general and administrative          537,072   $                  26,280                    563,352
                                       ----------------  --------------------------  -------------------------
                                               537,072                      26,280                    563,352
                                       ----------------  --------------------------  -------------------------

Loss from operations                          (508,238)                    (26,280)                  (534,518)

Other (expense) income:
  Interest (expense) income, net                 2,077                          39                      2,116
                                       ----------------  --------------------------  -------------------------

Net loss before taxes                         (506,161)                    (26,241)                  (532,402)

Income tax expense

Net loss                                      (506,161)                    (26,241)                  (532,402)

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

Loss available to common shareholders  $      (516,161)  $                 (26,241)  $               (542,402)
                                       ================  ==========================  =========================

Net loss per share                     $          (.02)  $                    (.00)  $                   (.02)
                                       ================  ==========================  =========================

Weighted average number
  of common shares                          26,339,010                  18,645,378                 24,443,477
                                       ================  ==========================  =========================




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

                                     F-3

                      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 MARCH 31, 2006






                                                                                        

                                                                                              DEFICIT
                                             COMMON STOCK      PREFERRED STOCK                ACCUMULATED
                                         -------------------  ------------------ 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
- - --------------------------------------  ----------  -------  ---------  -------   -----------  -------------  ---------
Options exercised, December 2004*          500,000      500          -        -            -             -        500
- - --------------------------------------  ----------  -------  ---------  -------   -----------  -------------  ---------
Issuance of common stock and value of
options for acquisition deposit,
December 2004*                           5,000,000    5,000          -        -        2,749             -      7,749
- - --------------------------------------  ----------  -------  ---------  -------   -----------  -------------  ---------
Value of 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)



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

                                     F-4

                      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 MARCH 31, 2006





                                                                                              
                                                                                                    DEFICIT
                                                COMMON STOCK       PREFERRED STOCK                  ACCUMULATED
                                            --------------------  ------------------  ADDITIONAL    DURING
                                                                                      PAID-IN       DEVELOPMENT
                                           SHARES       AMOUNT    SHARES     AMOUNT   CAPITAL       STAGE          TOTAL
- - -----------------------------------------  -----------  --------  ---------  -------  ------------  -------------  ---------
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
- - -----------------------------------------  -----------  --------  ---------  -------  ------------  -------------  ---------
Reverse acquisition, September 2005         6,310,678     6,311           -        -         (906)             -      5,405
- - -----------------------------------------  -----------  --------  ---------  -------  ------------  -------------  ---------
Issuance of common stock for a reduction
in shareholder advances, September 2005*    3,000,000     3,000           -        -            -              -      3,000
- - -----------------------------------------  -----------  --------  ---------  -------  ------------  -------------  ---------
Issuance of common stock for services,
September 2005*                             8,030,000     8,030           -        -            -              -      8,030
- - -----------------------------------------  -----------  --------  ---------  -------  ------------  -------------  ---------
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, ($1.88 per share)               6,400         6           -        -       11,994              -     12,000
- - -----------------------------------------  -----------  --------  ---------  -------  ------------  -------------  ---------
Issuance of common stock for services,
October 2005, ($1.01 per share)                11,882        12           -        -       11,988              -     12,000
- - -----------------------------------------  -----------  --------  ---------  -------  ------------  -------------  ---------


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

                                     F-5

                      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 March 31, 2006





                                                                             
                                                           PREFERRED                 DEFICIT
                                          COMMON STOCK       STOCK                   ACCUMULATED
                                         --------------  --------------  ADDITIONAL  DURING
                                                                         PAID-IN     DEVELOPMENT
                                         SHARES  AMOUNT  SHARES  AMOUNT  CAPITAL     STAGE        TOTAL
- - ---------------------------------------  ------  ------  ------  ------  ----------  -----------  ------
Issuance of common stock for services,
October 2005, ($1.05 per share)          20,000      20       -       -      20,980            -  21,000
- - ---------------------------------------  ------  ------  ------  ------  ----------  -----------  ------
Issuance of common stock for services,
October 2005, ($1.75 per share)          10,000      10       -       -      17,490            -  17,500
- - ---------------------------------------  ------  ------  ------  ------  ----------  -----------  ------
Issuance of common stock for services,
October 2005, ($1.45 per share)          10,000      10       -       -      14,490            -  14,500
- - ---------------------------------------  ------  ------  ------  ------  ----------  -----------  ------
Issuance of common stock for services,
November 2005, ($.86 per share)          13,953      14       -       -      11,986            -  12,000
- - ---------------------------------------  ------  ------  ------  ------  ----------  -----------  ------
Issuance of common stock for services,
December 2005, ($.97 per share)          30,000      30       -       -      29,070            -  29,100
- - ---------------------------------------  ------  ------  ------  ------  ----------  -----------  ------
Issuance of common stock for services,
December 2005, ($1.00 per share)         12,000      12       -       -      11,988            -  12,000
- - ---------------------------------------  ------  ------  ------  ------  ----------  -----------  ------
Issuance of common stock for services,
January 1, 2006, ($.89 per share)        10,000      10       -       -       7,555            -   7,565
- - ---------------------------------------  ------  ------  ------  ------  ----------  -----------  ------
Issuance of common stock for services,
January 1, 2006, ($.89 per share)        10,000      10       -       -       7,555            -   7,565
- - ---------------------------------------  ------  ------  ------  ------  ----------  -----------  ------
Issuance of common stock for services,
January 15, 2006, ($.85 per share)       14,118      14       -       -      11,986            -  12,000
- - ---------------------------------------  ------  ------  ------  ------  ----------  -----------  ------
Issuance of common stock for services,
January 20, 2006, ($1.00 per share)      20,000      20       -       -      16,980            -  17,000
- - ---------------------------------------  ------  ------  ------  ------  ----------  -----------  ------



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

                                     F-6

                      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 MARCH 31, 2006





                                                                                             
                                                                                                   DEFICIT
                                                COMMON STOCK       PREFERRED STOCK                 ACCUMULATED
                                             -------------------  ------------------  ADDITIONAL   DURING
                                                                                      PAID-IN      DEVELOPMENT
                                             SHARES      AMOUNT   SHARES     AMOUNT   CAPITAL      STAGE          TOTAL
- - -------------------------------------------  ----------  -------  ---------  -------  -----------  -------------  ----------
Issuance of common stock for services,
February 15, 2006, ($.85 per share)              14,118       14          -        -       11,986             -      12,000
- - -------------------------------------------  ----------  -------  ---------  -------  -----------  -------------  ----------
Issuance of common stock for services,
February 16, 2006, ($1.00 per share)             24,000       24          -        -       20,376             -      20,400
- - -------------------------------------------  ----------  -------  ---------  -------  -----------  -------------  ----------
Issuance of common stock for services,
February 16, 2006, ($1.00 per share)             48,000       48          -        -       40,752             -      40,800
- - -------------------------------------------  ----------  -------  ---------  -------  -----------  -------------  ----------
Issuance of common stock for services,
February 16, 2006, ($1.00 per share)             48,000       48          -        -       40,752             -      40,800
- - -------------------------------------------  ----------  -------  ---------  -------  -----------  -------------  ----------
Issuance of common stock for services,
March 15, 2006, ($.40 per share)                 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)
===========================================  ==========  =======  =========  =======  ===========  =============  ==========




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

                                     F-7

                      Stem Cell Therapy International, Inc.
                        (A Development Stage Enterprise)

                            Statements of Cash Flows





                                                                     
                                             Year         Period from         December 2, 2004
                                             Ended        December 2, 2004    (Date of Inception)
                                             March 31,    Through             Through
                                                   2006   March 31, 2005      March 31,2006
                                             -----------  ------------------  --------------------

OPERATING ACTIVITIES
  Net loss                                   $ (506,161)            (26,241)  $          (532,402)
  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Stock issued for services                 308,539               2,170               310,709
      Recapitalization                            5,405               5,405
      Value of options for services                                     906                   906
      (Increase) decrease in:
        Prepaid expenses                        (75,107)             (8,549)              (83,656)
        Deposits                                  3,410              (5,000)               (1,590)
      Increase in:
        Accounts payable                         22,863               5,507                28,370
        Accrued payroll                          35,000                                    35,000
        Accrued liabilities                      75,000                                    75,000
                                             -----------  ------------------  --------------------
  Net cash used by operating activities        (131,051)            (31,207)             (162,258)
                                             -----------  ------------------  --------------------

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

FINANCING ACTIVITIES
  Proceeds from advances from shareholder        27,685              24,467                52,152
  Payments to shareholder                          (774)                                     (774)
  Advances from related party                   224,972                                   224,972
  Proceeds from sale of stock                    24,500              14,050                38,550
                                             -----------  ------------------  --------------------
  Net cash provided by financing activities     276,383              38,517               314,900
                                             -----------  ------------------  --------------------

NET INCREASE IN CASH                             25,332               7,310                32,642

CASH AT BEGINNING OF PERIOD                       7,310                   0                     0
                                             -----------  ------------------  --------------------

CASH AT OF END OF PERIOD                     $   32,642   $           7,310   $            32,642
                                             ===========  ==================  ====================

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

  Cash paid for interest                     $       79                       $                79
                                             ===========  ==================  ====================
  Common stock issued for a reduction
    in advance from shareholder              $    3,000                       $             3,000
                                             ===========  ==================  ====================
  Common stock issued (returned) for
    acquisition deposit                      $   (7,749)  $           7,749
                                             ===========  ==================  ====================





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

                                     F-8


                      Stem Cell Therapy International, Inc.
                         (A Development Stage Enterprise)

                          Notes to Financial Statements

                   For the Years Ended March 31, 2006 and the
                periods from December 2, 2004 (Date of Inception)
                         through March 31, 2005 and 2006




1.     BACKGROUND  INFORMATION

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.  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 incorporate 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 provides 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, 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-9

                      Stem Cell Therapy International, Inc.
                         (A Development Stage Enterprise)

                          Notes to Financial Statements

                    For the Year Ended March 31, 2006 and the
                periods from December 2, 2004 (Date of Inception)
                         through March 31, 2005 and 2006
                                   (Unaudited)




2.     GOING  CONCERN

The  accompanying  financial  statements  have  been  prepared assuming that the
Company will continue as a going concern.  For the year ended March 31, 2006 and
the period since December 2, 2004 (date of inception) through March 31, 2005 and
2006,  the  Company  has  had  a  net  loss  of  $506,161,  26,241 and $532,402,
respectively  and  cash  used  by  operations of $131,051, $31,207 and $162,258,
respectively, and negative working capital of $301,046 at March 31, 2006.  As of
March 31, 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 until such time that funds provided by operations are
sufficient  to  fund  working  capital  requirements.


3.     SIGNIFICANT  ACCOUNTING  POLICIES:

The  significant  accounting  policies  followed  are:

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.

     The  Company  considers  all  highly  liquid  investments purchased with an
original  maturity  of  three  months  or  less  to  be  cash  equivalents.







                                      F-10

                      Stem Cell Therapy International, Inc.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements

                    For the Year Ended March 31, 2006 and the
                period from December 2, 2004 (Date of Inception)
                         through March 31, 2005 and 2006




3.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     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.

     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.

     Deferred  offering  costs in connection with the Company raising additional
capital  through  the  sale  of its common stock will be capitalized and will be
charged against additional paid-in capital as common stock is issued.  For stock
issued  as  payment for deferred offering costs, these costs will be capitalized
and  included  in  a  contra-equity  account.  If there is no issuance of common
stock,  the  costs  incurred  will  be  charged  to  operations.

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.













                                      F-11

                      Stem Cell Therapy International, Inc.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements

                    For the Year Ended March 31, 2006 and the
                period from December 2, 2004 (Date of Inception)
                         through March 31, 2005 and 2006




3.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

In  determining  the  value of options, the value of each option is estimated at
the  date  of  grant  using  the  Black-Scholes  option model with the following
weighted  average  assumptions for options granted during the period ended March
31,  2005:

               Dividend  rate               0.00%
               Risk  free  interest  rate          4.18%
               Expected  lives          2  -  5  years
               Volatility               290%

     There  were  no  options  awarded  during  the  year  ended March 31, 2006.

     Research  and development costs are charged to operations when incurred and
are  included  in  operating expenses. The Company had no research & development
expenses for the year ended March 31, 2006 or the periods December 2, 2004 (date
of  inception)  through  March  31,  2005  and  2006.

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.

     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.

                                      F-12

                      Stem Cell Therapy International, Inc.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements

                    For the Year Ended March 31, 2006 and the
                periods from December 2, 2004 (Date of Inception)
                         through March 31, 2005 and 2006




3.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     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.

     In  December 2004, the Financial Accounting Standards Board ('FASB") issued
SFAS  No.  123R,  "Share-Based Payment" ("SFAS No. 123R"), which requires, among
other  things,  that  all share-based payments to employees, including grants of
stock  options,  be  measured at their grant-date fair value and expensed in the
consolidated  financial  statements.  The accounting provisions of SFAS No. 123R
are  effective  for  reporting periods beginning after December 2005; therefore,
the Company is required to adopt SFAS No. 123R in the first quarter of 2006. The
pro  forma disclosures previously permitted under SFAS No. 123 will no longer be
an  alternative  to  financial statement recognition.  There is no effect of the
adoption  of  SFAS  No.  123R  at March 31, 2006 as the Company did not have any
options  issued  or  outstanding.

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.

In  June  2005,  the  Emerging Issues Task Force ("EITF") reached a consensus on
Issue  No. 05-06, Determining the Amortization Period for Leasehold Improvements
Purchased  after  Lease  Inception  or Acquired in a Business Combination ("EITF
05-06").  EITF  05-06  concludes  that  the  amortization  period  for leasehold
improvements  acquired in a business combination and leasehold improvements that
are  in  service




                                      F-13

                      Stem Cell Therapy International, Inc.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements

                    For the Year Ended March 31, 2006 and the
                periods from December 2, 2004 (Date of Inception)
                         through March 31, 2005 and 2006




3.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

significantly  after  and  not  contemplated  at the beginning of the lease term
should  be amortized over the shorter of the useful life of the assets or a term
that  includes  required  lease  periods  and  renewals  that  are  deemed to be
reasonably  assured  at  the  date  of  inception.  As  of  March 31, 2006, this
pronouncement  had  no  impact  on  the  financial  statements.

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


4.     ACQUISITIONS

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, the Altadyne
changed  its  name to Stem Cell Therapy International, Inc.  This transaction is
accounted  for  as  a reverse merger, with the Company treated as the accounting
acquirer  for  financial  statement  purposes.

The  results of operations for Altadyne for the period September 1, 2005 through
March 31, 2006 have been included in the statement of operations of the Company.

Pro  forma  financial  statements are not presented as the acquisition is deemed
not significant and the pro-forma financial statements for continuing operations
of  the  surviving  entity  are  not  materially  different  from  the financial
statements  presented.






                                      F-14

                      Stem Cell Therapy International, Inc.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements

                    For the Year Ended March 31, 2006 and the
                periods from December 2, 2004 (Date of Inception)
                         through March 31, 2005 and 2006




4.     ACQUISITIONS  (CONTINUED)

BIO-CELLULAR  RESEARCH  ORGANIZATION  LLC

On  December  15,  2004  the Company entered into an agreement with Bio-Cellular
Research  Organization  LLC  ("BCRO") to acquire the operations and intellectual
property of BCRO.  BCRO prepares stem cell transplants of animal fetal origin of
200  cell  types.

Effective  May  1,  2005,  Bio-Cellular Research Organization LLC terminated the
December  15,  2004  acquisition  agreement.  No  assets were transferred to the
Company  and all of the common stock and options issued to Bio-Cellular Research
Organization  LLC have been cancelled.  The Company shall have no obligations of
any  nature  to  Bio-Cellular  Research  Organization  LLC.

INNER  SYSTEMS,  INC.

On  February  2,  2005  the  Company  entered into a Term Sheet Agreement ("Term
Sheet")  with  Inner Systems, Inc. ("ISI").  ISI is a publicly-reporting company
which  presently  has no ongoing operations.  Under the terms of the Term Sheet,
the  Company and ISI would arrange a transaction whereby the Company would merge
into  ISI.  Thereafter,  the  merged  entity  would change its name to Stem Cell
Therapy  International  Corp.

The  Company  has  provided  $5,000 under the terms of the Term Sheet to ISI for
ISI's  legal  fees related to the proposed transaction.  The funds provided have
been  recorded as an expense in the accompanying statement of operations, as the
contract  was  terminated.

Effective August 11, 2005, ISI terminated the "Term Sheet" and the Company shall
have  no  obligations  of  any  nature  to  ISI.











                                      F-15

                      Stem Cell Therapy International, Inc.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements

                    For the Year Ended March 31, 2006 and the
                periods from December 2, 2004 (Date of Inception)
                         through March 31, 2005 and 2006




5.     RELATED  PARTY  TRANSACTION

During  the  year  ended  March  31,  2006,  the  majority shareholder purchased
3,000,000  shares  of  common stock valued at $3,000 and the Company reduced the
advances  from  the  stockholder  account  by  the  same  amount.

The  advance  from stockholder account is made up of advances from an officer 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 related by
ownership.  The  note  is  non-interest  bearing  and  unsecured.

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


6.     LEASE  COMMITMENTS

The Company leases office space and office equipment under an operating lease on
a  month-to-month  basis.  The  terms  of  the  lease  agreement require 30 days
written  notice  to  terminate  the  lease.

Rent  expense  amounted  to $21,144, $3,440 and $24,584 for the year ended March
31, 2006 and the periods from December 2, 2004 (Date of Inception) through March
31,  2005  and  2006.













                                      F-16

                      Stem Cell Therapy International, Inc.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements

                    For the Year Ended March 31, 2006 and the
                periods from December 2, 2004 (Date of Inception)
                         through March 31, 2005 and 2006




7.     STOCK  OPTIONS  AND  WARRANTS:

The following table summarizes the activity related to all Company stock options
and  warrants for the year ended March 31, 2006 and the periods from December 2,
2004  (Date  of  Inception)  through  March  31,  2005  and  2006:






                                                             
                                                                      Weighted Average
                                                 Exercise Price        Exercise Price
                                                    per Share            per Share
                                 Stock        ---------------------  ------------------
                       Warrants  Options      Warrants  Options      Warrants  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
March 31, 2006                -           -          -            -         -         -
- - ---------------------  --------  -----------  --------  -----------  --------  --------
Exercisable at
March 31, 2006                -           -          -            -         -         -
- - ---------------------  --------  -----------  --------  -----------  --------  --------


8.     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 March 31, 2006, the Company had 500,000 shares of convertible preferred stock
issued  and  outstanding  valued  at  $25,000.  Upon  issuanced 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, $.07
per  share,  and an exercise price of $.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 Preferred Stock is convertible into one share of
common stock with no additional investment.  The beneficial conversion which was
$10,000,  was recorded as a dividend, as the preferred stock can be converted at
any  time  after  the  issue  date.


                                      F-17

                      Stem Cell Therapy International, Inc.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements

                    For the Year Ended March 31, 2006 and the
                periods from December 2, 2004 (Date of Inception)
                         through March 31, 2005 and 2006




9.     INCOME  TAXES

Income  tax  expense  consists  of  the  following:






                                           
                                                 Period from
                                                 December 2,
                                                 2004 through
                                        2006     December 31, 2005
                                       -----     -----------------
Taxes currently payable (receivable):
  Federal                              $   0     $               0
  State                                    0                     0
                                       -----     -----------------
Change in deferred income tax expense      0                     0
                                       -----     -----------------
                                       $   0     $               0
                                       =====     =================


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




                                                 
                                                       Period from
                                                       December 2,
                                                       2004 through
                                                2006   March 31, 2005
                                           ----------  ----------------
Income tax provision at statutory rate     $(172,100)  $        (9,000)
Increase (decrease) in income tax due to:
  Nondeductible expenses                          60
  State income taxes, net                    (18,260)           (1,000)
  Change in valuation allowance              190,300            10,000
                                           ----------  ----------------
                                           $       0   $             0
                                           ==========  ================

                                                2006
                                           ----------
Deferred tax (liability) asset:
  Accrued payroll                          $  13,200
  Net operating loss carryforward            187,100
                                           ----------
                                             200,300
  Valuation allowance                       (200,300)
                                           ----------
  Total deferred taxes                     $
                                           ==========




                                      F-18

                      Stem Cell Therapy International, Inc.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements

                    For the Year Ended March 31, 2006 and the
                periods from December 2, 2004 (Date of Inception)
                         through March 31, 2005 and 2006



9.     INCOME  TAXES

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  $500,000.  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.


10.     CONTINGENCIES  AND  COMMITMENTS

As  of  March  31,  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.

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  payments  of 3,529,000 shares of the Company's
common  stock  valued  at  $105,409.  The  Company  has  not  entered  into  any
employment  contracts  to  date.

The  Company  has  entered  into  several  consulting agreements with doctors to
provide consulting and advisory services to the Company.  The agreements provide
for  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.









                                      F-19

                      Stem Cell Therapy International, Inc.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements

                    For the Year Ended March 31, 2006 and the
                periods from December 2, 2004 (Date of Inception)
                         through March 31, 2005 and 2006


10.     CONTINGENCIES  AND  COMMITMENTS

The  Company  has  entered  into an agreement with an investor relations firm to
provide  public relations services which expires on July 1, 2006.  The agreement
calls  for  payment  of  $6,243  in cash and the issuance common stock valued at
$12,000  per  month.

Effective  December  16,  2004, the Company entered into a three year consulting
agreement  with  PMS SA in which the Company is obligated to issue an additional
500,000  shares  of  restricted  common  stock.  On  July  23, 2005, the Company
cancelled this agreement and returned the $500 paid for the common stock and the
consultant  returned  the  500,000  shares  of  common  stock.


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 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
has provided ICT with a $120,000 irrevocable letter of credit in ICT's favor for
the  first  three year's of the agreement.  In the event the letter of credit is
drawn  upon,  the Company agrees to replenish the letter of credit to the extent
of  any  such draws.  The Company has also issued ICT a total license fee of 20%
of  the  Company's  issued  and  outstanding common stock or 5,000,000 shares of
restricted  common  stock.


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 December 31, 2005,
no funding has been secured, however, Westminster did facilitate the acquisition
of  Altadyne,  and  therefore  received 379,000 shares of common stock valued at
$379.









                                      F-20



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

                                 Balance Sheets




                                                                                 
                                                   September 30,  2006   March  31,  2006
                                                   -------------------   ----------------
                                                       (unaudited)
ASSETS
Current assets:
   Cash                                                      $  14,476   $  32,642
   Inventory                                                    11,977           -
   Prepaid expenses                                            107,316      77,531
                                                           ------------  ----------
Total current assets                                           133,769     110,173

Certificate of deposit, restricted                               3,816     120,000
Deposits                                                         1,589       1,589
Prepaid expenses, long-term                                     67,209       1,417
Intangible asset, net                                            4,458       4,708
                                                           ------------  ----------

             Total assets                                  $   210,841   $ 237,887
                                                           ============  ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                                        $    58,981   $  28,370
   Accrued expenses                                             75,000      75,000
   Accrued payroll                                             119,729      35,000
   Deferred revenue                                             24,275           -
   Stockholder advances                                         48,742      48,377
   Due to related party                                        225,200     224,972
                                                           ------------  ----------
Total current liabilities                                      551,927     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 34,495,369 and 33,672,510 issued
        and outstanding as of September 30, 2006 and
        March 31, 2006, respectively                            34,496      33,672
   Additional paid-in capital                                  660,574     324,398
   Deficit accumulated during development stage             (1,036,656)   (532,402)
                                                           ------------  ----------
Total stockholders' deficit                                   (341,086)   (173,832)
                                                           ------------  ----------

             Total liabilities and stockholders' deficit   $   210,841   $ 237,887
                                                           ============  ==========


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


                              F-21

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

                            Statements of Operations
                                   (unaudited)


                                                                                                
                                                                                                            Period from
                                                                                                            December 2,
                                                                                                            2004 (Date of
                                              Three Months Ended                   Six Months Ended         Inception) through
                                                September 30,                       September 30,           September 30
                                      ------------------------------      -----------------------------     ------------------
                                              2006             2005              2006            2005              2006
                                      --------------    ------------     --------------    ------------     -------------

Revenue                               $     120,555     $     23,470     $     146,260     $     23,470     $     227,194
Cost of goods sold                          194,100           17,100           208,625           17,100           260,725
                                      --------------    ------------     --------------    ------------     -------------
Gross margin                                (73,545)           6,370           (62,365)           6,370            33,531
Operating expenses
  Selling general & administrative          243,595           98,980           444,344          157,798         1,007,697
                                      --------------    ------------     --------------    ------------     -------------
                                            243,595           98,980           444,344          157,798         1,007,697

Loss from operations                       (317,140)         (92,610)         (506,709)        (151,428)       (1,041,228)

Other (expense) income:
    Interest (expense) income, net            2,641              355             2,455              439             4,572
                                      --------------    ------------     --------------    ------------     -------------
Net loss before taxes                      (314,499)         (92,255)         (504,254)        (150,989)       (1,036,656)
Income tax expense                                -                -                 -                -                 -
                                      --------------    ------------     --------------    ------------     -------------

Net loss                                   (314,499)         (92,255)         (504,254)        (150,989)       (1,036,656)
Less dividends on preferred stock                 -                -                 -                -           (10,000)
                                      --------------    ------------     --------------    ------------     -------------

Loss attributable to common shareholders $ (314,499)         (92,255)         (504,254)        (150,989)    $  (1,046,656)
                                      ==============    =============    ==============    =============    ==============

Net loss per share, basic & diluted      $     (.01)     $      (.00)    $        (.01)    $       (.01)    $        (.04)
                                      ==============    =============    ==============    =============    ==============

Weighted average number
   of common shares, basic & diluted     34,447,080       21,526,205        34,129,150       19,623,207          27,104,966
                                      ==============    =============    ==============    =============    ==============


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

                                F-22


                      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 SEPTEMBER 30, 2006
                                   (UNAUDITED)




                                                                                                  
                                                         Common Stock         Preferred Stock
                                                  -------------------------  -----------------
                                                                                                           Deficit
                                                                                                           Accumulated
                                                                                               Additional  During
                                                                                               Paid-In     Development
                                                        Shares       Amount   Shares  Amount   Capital     Stage           Totals
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                   3,741,832     3,741         -     -   299,898              -      303,639
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                              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)
                                                       ----------  --------  --------  ----  --------   ------------   -----------
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)         822,859       824         -     -   336,176              -      337,000

Net loss for the six months ended September 30, 2006
    (unaudited)                                                 -         -         -     -         -       (504,254)    (504,254)

                                                        ----------  --------  --------  ----  --------   ------------   -----------
Balance, September 30, 2006 (unaudited)                34,495,369    34,496   500,000   500   660,574    ($1,036,656)   ($341,086)
                                                        ==========  ========  ========  ====  ========   =============  ===========




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

                                  F-23


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



                                                                                                              

                                                                                                   December 2, 2004
                                                    Six Months              Six Months             (Date of Inception)
                                                    Ended                   Ended                  Through September 30
                                                    September 30, 2006      September 30, 2005     2006
                                                    ------------------      ------------------    -----------------------
OPERATING ACTIVITIES
   Net loss                                           $(504,254)             $(150,989)           $(1,036,656)
   Adjustments to reconcile net loss to net
      cash used by operating activities:
      Stock based compensation                          240,823                 17,947                478,095
      Investment income reinvested                       (2,840)                     -                 (2,840)
      Amortization                                          250                     42                    542
      (Increase) decrease in:
            Inventory                                   (11,977)                     -                (11,977)
            Prepaid expenses                                600                      -                 (3,600)
            Deposits                                                            12,749                 (1,589)
         Increase in:
            Accounts payable                             30,611                 38,885                  58,981
            Accrued payroll                              84,729                      -                 119,729
            Accrued expenses                                  -                 45,000                  75,000
            Deferred revenue                             24,275                      -                  24,275
                                                    ------------------      ------------------    -----------------------
      Net cash used by operating activities            (137,783)               (36,366)               (300,040)
                                                    ------------------      ------------------    -----------------------

INVESTING ACTIVITIES

   (Investment in)/Proceeds from
    certificate of deposit, restricted                  119,024                      -                    (976)
                                                    ------------------      ------------------    -----------------------
       Net cash provided (used) by
        investing activities                            119,024                      -                    (976)
                                                    ------------------      ------------------    -----------------------

FINANCING ACTIVITIES
   Proceeds from advances from stockholder                  365                 26,877                  52,517
   Payments to stockholder                                    -                      -                    (775)
   Advances from related party                              228                161,152                 225,200
   Proceeds from sale of stock                                -                 (8,349)                 38,550
                                                    ------------------      ------------------    -----------------------
      Net cash provided by financing
         activities                                         593                179,680                 315,492
                                                    ------------------      ------------------    -----------------------

NET (DECREASE) INCREASE IN CASH                         (18,166)               143,314                  14,476
CASH AT BEGINNING OF PERIOD                              32,642                  7,310                       -
                                                    ------------------      ------------------    -----------------------

CASH AT OF END OF PERIOD                                $14,476               $150,624                $ 14,476
                                                    ==================      ==================    =======================

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

   Cash paid for interest                               $   300               $      -               $     679
                                                    ==================      ==================    =======================
   Common stock issued for a reduction
             in advance from stockholder                $     -               $  3,000               $   3,000
                                                    ==================      ==================    =======================
   Common stock issued for purchase of
            intangible assets                           $     -               $  5,000               $   5,000
                                                    ==================      ==================    =======================


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

                                 F-24


                      Stem Cell Therapy International, Inc.
                        (a development stage enterprise)
                          Notes to Financial Statements
   For the Three and Six Months Ended September 30, 2006 and 2005 (unaudited)
          and for the period from December 2, 2004 (Date of Inception)
                     through September 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.  The
corporate  headquarters  is  located  in  Tampa,  Florida.

     The  Company  is engaged in the licensing of stem cell technology, the sale
of  stem  cell  products,  and  information,  education,  and  referral services
relating  to  potential  stem  cell therapy patients. The Company purchases allo
stem cell biological solutions that are currently being used in the treatment of
patients  suffering  from  degenerative  disorders  of  the  human  body such as
Alzheimer's,  Parkinson's  Disease,  ALS, leukemia, muscular dystrophy, multiple
sclerosis, arthritis, spinal cord injuries, brain injury, stroke, heart disease,
liver  and  retinal  disease,  diabetes  as well as certain types of cancer. The
Company  has  established  agreements  with two highly specialized, professional
medical  treatment  facilities  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.


                                        F-25

                      Stem Cell Therapy International, Inc.
                        (a development stage enterprise)
                          Notes to Financial Statements
   For the Three and Six Months Ended September 30, 2006 and 2005 (unaudited)
          and for the period from December 2, 2004 (Date of Inception)
                     through September 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 accounting principles generally accepted in the
United  States  of  America.  The results of operations for the six months ended
September  30,  2006  are  not  necessarily indicative of the results for a full
year.

The  financial  statements  for  the  period  ended September 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, as
amended, filed with the Securities and Exchange Commission on July 31, 2006, and
as  amended  on  November  13,  2006.

2.     LIQUIDITY  AND  MANAGEMENT'S  PLANS

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as a going concern.  For the six months ended September 30, 2006
and  the period since December 2, 2004 (date of inception) through September 30,
2006,  the  Company  has had a net loss of $504,254 and $1,036,656, respectively
and cash used by operations of $137,783 and $300,040, respectively, and negative
working  capital  of  $418,158 at September 30, 2006.  As of September 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 increase
operations  and  to  achieve  a  level  of  profitability.  Since inception, the
Company  has  financed  its  activities  principally  from  the  sale  of equity
securities  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.

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-26


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

3.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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.

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
periods  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.  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-27

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

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 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 six months
ended  September  30,  2006.

Reclassifications:

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







                                     F-28

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

3.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Recently issued accounting pronouncements:

In  February  2006,  the  Financial  Accounting  Standards Board ("FASB") issued
Statement  of Financial Accounting Standard No. 155 ("SFAS 155"), Accounting for
Certain  Hybrid  Financial Instruments - An Amendment of FASB Statements No. 133
and  140,  to  simplify  and  make  more  consistent  the accounting for certain
financial  instruments.  Specifically,  SFAS  No.  155  amends  SFAS  No.  133,
Accounting  for  Derivative  Instruments and Hedging Activities,  to permit fair
value  re-measurement  for  any  hybrid  financial  instrument  with an embedded
derivative  that  otherwise  would  require  bifurcation provided that the whole
instrument  is  accounted  for  on  a  fair  value  basis.  Prior  to fair value
measurement,  however,  interests  in  securitized  financial  assets  must  be
evaluated  to  identify  interests  containing  embedded  derivatives  requiring
bifurcation.  The amendments to SFAS No. 133 also clarify that interest-only and
principal-only  strips are not subject to the requirements of the SFAS, and that
concentrations  of  credit  risk  in  the form of subordination are not embedded
derivatives.  Finally,  SFAS  No.  155  amends  SFAS No. 140, Accounting for the
Impairment  or  Disposal  for  Long-Lived  Assets,  to  allow  a  qualifying
special-purpose  entity  (SPE)  to  hold  a derivative financial instrument that
pertains  to  a  beneficial  interest  other  than  another derivative financial
instrument.  SFAS  No.  155  applies  to  all  financial instruments acquired or
issued  after  the  beginning of an entity's first fiscal year that begins after
September  15,  2006,  with  earlier  application allowed.  The Company does not
anticipate  that the adoption of this statement to have a material impact on its
financial  statements.

In  September  2005,  the  FASB  issued  FASB Statement No. 157.  This Statement
defines  fair  value,  establishes  a  framework  for  measuring  fair  value in
generally  accepted  accounting  principles (GAAP) and expands disclosures about
fair  value  measurements.  This  Statement  applies  under  other  accounting
pronouncements  that require or permit fair value measurements, the Board having
previously  concluded  in  those  accounting pronouncements that fair value is a
relevant  measurement  attribute.  Accordingly,  this Statement does not require
any new fair value measurements.  However, for some entities, the application of
this  Statement  will change current practices.  This Statement is effective for
financial  statements  for  fiscal  years  beginning  after  November  15, 2007.
Earlier  application is permitted provided that the reporting entity has not yet
issued  financial  statements  for  that  fiscal year.  Management believes this
Statement  will  have  no  material  impact  on  the financial statements of the
Company  once  adopted.

In  May  2005,  the  FASB issued Statement of Financial Accounting Standards No.
154,  Accounting Changes and Error Corrections. ("SFAS 154")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


                                     F-29


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

3.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Recently issued accounting pronouncements (continued):

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  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  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 December 2, 2004 (Date of Inception) have been included in the
statements  of  operations  of  the  Company.







                                     F-30

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

5.     INTANGIBLE  ASSET

     Intangible asset consists of the following:

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

     Less: accumulated amortization      (     542)            (     292)
                                     -------------           -----------
                                       $     4,458           $     4,708
                                     =============           ===========

     Expected future amortization of the intangible asset is as follows:

          Year ending September 30,
          -------------------------
2007              $        500
2008                       500
2009                       500
2010                       500
2011                       500
Thereafter               1,958
                         -----
                   $     4,458
                         =====

6.     RELATED  PARTY  TRANSACTIONS

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

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






                                     F-31

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




7.     STOCKHOLDER'S  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  September  30, 2006, 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 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  of the preferred stock, which was $10,000 and was recorded as a dividend,
as  the  preferred  stock  can  be  converted  at any time after the issue date.

Stock  options:

The following table summarizes the activity related to all Company stock options
for  the  six  months  ended  September  30,  2006  and 2005 and the period from
December  2,  2004  (Date  of  Inception)  through  September  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)       $0.003-0.75  $0.196
Outstanding at September 30, 2006    -

                                     F-32


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



8.     INCOME TAXES

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



                                                                         
                                                                             Period from
                                                                             December 2, 2004
                                        Six Months Ended September 30,       through
                                        ------------------------------
                                        2006                    2005         September 30, 2006
                                        ----                    ----          ------------------
Income tax provision at statutory rate    ($171,446)          ($51,336)            ($309,483)
Increase (decrease) in income tax due to:
    Nondeductible expenses                      653
State income taxes, net                     (18,304)            (5,481)             (32,979)
    Change in valuation allowance           189,097             56,817              342,462
                                        ------------        -----------        -------------
                                        $         -          $       -         $          -
                                        ============        ===========        =============


                                          September 30,           March 31,
                                          2006                    2006
Deferred tax assets:
   Accrued payroll                       $     45,100         $     13,200
   Net operating loss carryforward            344,300              187,100
                                              -------              -------
                                              389,400              200,300
Less:  Valuation allowance                   (389,400)            (200,300)
                                             ---------             --------
                                         $          -         $          -
                                             =========             ========

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  $900,000  at September 30, 2006. The loss
carry  forwards expire beginning in 2025. Due to the Company's continued losses,
management has established a valuation allowance equal to the amount of deferred
tax  assets  due  to  it  being  more  likely than not that the Company will not
realize  this  benefit.


                                     F-33


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

9.     COMMITMENTS  AND  CONTINGENCIES

Letter  of  credit:

The  Company  had  a  standing letter of credit with a financial institution for
$120,000  which  was  available  to  be drawn against accounts maintained by the
Company  with  the  financial  institution.  This  letter  of credit served as a
guarantee  of  payment for a third party vendor.  This standing letter of credit
was collateralized by a $120,000 certificate of deposit against which this third
party  had  drawn  $116,320  as  of  September  30,  2006.

Consulting  agreements:

The  Company has entered into several consulting agreements with other companies
and individuals to provide consulting and advisory services to the Company.  The
agreements provide for terms ranging from one to three years.  Additionally, the
consulting agreements required the issuance of 4,239,000 shares of the Company's
common  stock  valued at $382,409 on the date of the performance commitment.  As
of  September  30, 2006, the Company had issued these shares of common stock and
has  included  $160,544  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 September 30, 2006, the Company
had  issued  these  shares  of  common  stocks  and  included $10,381 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  had  agreed  to  pay  10%  of  any
equity-based  funding,  8%  of  any  debt-based  convertible  funding, 5% of any
nonconvertible  debt-based  funding,  as well as, issue warrants equal to 10% of
the  number  of  shares  of  stock issued in connection with the funding.  As of
September  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.  The Agreement with Westminster was mutually
terminated  effective  January  4,  2006.





                                     F-34


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

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 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 shall
entitle  ICT 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 has
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 agrees to replenish the Letter of Credit to the extent of any
such  draws.  As  of  September  30,  2006, the Company did not meet the minimum
purchase  requirement  and  ICT  has drawn on the letter of credit for $116,000.

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.

10.     SUBSEQUENT  EVENT

Subsequent  to  September  30,  2006,  the  Company  entered  into  a consulting
agreement  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.