UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: September 30, 2023

☐     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 333-251389

STEM CELL INC.

(Exact name of registrant as specified in its charter)

Nevada	84-2834915
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

701 North Green Valley Pkwy, Suite 200

Henderson, NV 89074

(Address of principal executive offices, Zip Code)

(702) 354-8751

(Registrant’s telephone number, including area code)

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

Title of each class	Ticker symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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

Common Stock, $0.001 par value

(Title of class)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

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

As of September 30, 2023 there were 20,155,300 shares of common stock, par value $0.001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	15
Item 4.	Controls and Procedures.	15
PART II
Item 1.	Legal Proceedings.	16
Item 1A.	Risk Factors.	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	16
Item 3.	Defaults Upon Senior Securities.	16
Item 4.	Mine Safety Disclosures.	16
Item 5.	Other Information.	16
Item 6.	Exhibits.	17
SIGNATURES		18

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ITEM 1. FINANCIAL STATEMENTS

STEM CELL INC
(FORMERLY GLOBAL GOLD ROYALTY INC)
CONDENSED BALANCE SHEETS
	September 30, 2023			December 31, 2022
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash	$	1,425			7,299
TOTAL CURRENT ASSETS		1,425			7,299
NON CURRENT ASSETS
Deposit	$	-			398
TOTAL NON CURRENT ASSETS		-			398
TOTAL ASSETS	$	1,425			7,697
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities:
Note Payable - Related Party	$	27,000			20,000
Loan - Related Party		2,200			-
Account Payable		4,000			4,000
Interest Payable		2,010			-
Accrued Liabilities		3,600			4,000
TOTAL LIABILITIES	$	38,810			28,000
COMMITMENTS AND CONTINGENCIES	$	-			-
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock: authorized  20,000,000, $0.001 par value
Common Stock: authorized 180,000,000, $0.001 par value
Issued and outstanding shares : 20,155,300 at September 30, 2023 and 20,155,300 at Dec 31,  2022*		20,425			20,425
Additional Paid-in Capital		154,875			154,875
Subscription Receivable		-			(22,500	)
Accumulated Deficit		(212,685	)		(173,103	)
Total Stockholders' Equity	$	(37,385	)		(20,303	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,425			7,697

*Shares have been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 4 reverse stock split

The accompanying notes are an integral part of these financial statements

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STEM CELL INC
(FORMERLY GLOBAL GOLD ROYALTY INC)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
	For Three Months			For Three Months			For Nine Months			For Nine Months
	Ended			Ended			Ended			Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
REVENUES	$	-			-		$	-			-
Total		-			-			-			-
Operating Expenses:
General and administrative	$	2,625			3,350		$	9,672			8,934
Professional Fees	1,800				24,000			27,900			56,500
Total Expenses		4,425			27,350			37,572			65,434
Net Loss Before Tax	$	(4,425	)		(27,350	)	$	(37,572	)		(65,434	)
Interest Expense		810			600			2,010			600
Provision for Income Tax		-			-			-			-
Net Loss		(5,235	)		(27,950	)		(39,582	)		(66,034	)
Net loss per share - basic and fully diluted	$	(0.0003	)		(0.0014	)	$	(0.0020	)		(0.0033	)
Weighted average number of shares* outstanding:		20,155,300			20,155,300			20,155,300			20,155,300
*Shares have been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 4 reverse stock split
The accompanying notes are an integral part of these financial statements

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STEM CELL INC
(FORMERLY GLOBAL GOLD ROYALTY INC)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
	For Nine Months			For Nine Months
	Ended			Ended
	September 30, 2023			September 30, 2022
Operating activities:
Net Income	$	(39,582	)		(66,034	)
Adjustment to reconcile net loss to net cash provided by operations:
Common stock issued for services		22,500
Changes in assets and liabilities:
Security deposit		398			-
Account payable		-			-
Subscription Receivable					(45,000	)
Accrued Interest Payable		2,010			-
Accrued liabilities		(400	)		(2,000	)
Provision for Income Tax		-			-
Net cash provided by operating activities		(15,074	)		(113,034	)
Investing activities:
Acquisition of Royalty Interests		-			-
Net cash provided by investing activities		-			-
Financing activities:
Issuance of Common Stock		-			90,000
Due to related party		2,200			-
Demand promissory note		7,000			20,000
Net cash provided by financing activities		9,200			110,000
Net increase in cash		(5,874	)		(3,034	)
Cash, beginning of period		7,299			11,603
Cash, end of period	$	1,425			8,569
Supplemental disclosure of cash flow information:
Cash paid during the period
Taxes	$	-			-
Interest	$	2,010			600
Non-cash investing and financing activities:
Common stock issued for services	$	-			90,000
The accompanying notes are an integral part of these financial statements

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STEM CELL INC
(FORMERLY GLOBAL GOLD ROYALTY INC)
CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
For the  nine months ended September 30, 2022 and 2023
(UNAUDITED)
For the nine months ended September 30, 2022
	Preferred Stock				Common Stock												Total
	Number of Shares*		Par value		Number of Shares*		Par value		Additional Paid in Capital		Accumulated Deficit			Subscription Receivable			Shareholders' Equity (Deficit)
Balance, December 31, 2021		-	$	-		20,065,300	$	20,065	$	65,235	$	(80,799	)				$	4,501
Common Shares Issued:		-		-		90,000		360		89,640					(45,000	)		45,000
										-
Subsription Receivable															45,000			45,000
Net Loss		-		-		-		-		-		(66,034	)					(66,034	)
Balance, September 30, 2022		-	$	-		20,065,300	$	20,425	$	154,875	$	(146,833	)	$	-		$	28,467
For the nine months ended September 30, 2023
Balance, December 31, 2022		-	$	-		20,155,300	$	20,425	$	154,875	$	(173,103	)	$	(22,500	)	$	(20,303	)
Common Shares Issued:		-		-		-		-		-				$	22,500			22,500
										-
Net Loss												(39,582	)					(39,582	)
		-		-		-		-		-
Balance, September 30, 2023		-	$	-		20,155,300	$	20,425	$	154,875	$	(212,685	)	$	-		$	(37,385	)
*Shares have been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 4 reverse stock split
The accompanying notes are an integral part of these financial statements

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Stem Cell Inc.

(Formerly Global Gold Royalty Inc.)

Notes to the Condensed Financial Statements

September 30, 2023

(Unaudited)

Note 1: Nature of Business

Global Gold Royalty Inc. (the “Company”) was established under the laws of the State of Nevada on August 23, 2019. The Company was engaged in the business of financing mining projects, primarily in precious metals. In connection with the acquisition of certain biotechnology assets, the Company has transitioned into a new business plan focused on commercializing stem cell based technology in the biotechnology sector with a specialty focus in regenerative medicine. In order to better reflect its new business focus, the Company changed its name to Stem Cell Inc. and was approved by the Nevada Secretary of State on October 10, 2023.

Note 2: Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements of Stem Cell Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included.  Operating results for the three months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.  For further information refer to the financial statements and footnotes for the year ended December 31, 2022  thereto included in the Company’s Form 10-K as filed with the Securities and Exchange Commission.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Going Concern

As shown in the accompanying financial statements, the Company has incurred cumulative operating losses since inception. As of September 30, 2023, the Company has limited financial resources with which to achieve its objectives and attain profitability and positive cash flows from operations. As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $212,685.

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Stem Cell Inc.

(Formerly Global Gold Royalty Inc.)

Notes to the Condensed Financial Statements

September 30, 2023

(Unaudited)

Achievement of the Company’s objectives will depend on its ability to obtain additional financing, to generate revenue from current and planned business operations, and to effectively control operating and capital costs.

The Company plans to fund its future operations by seeking equity and/or debt financing. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash is comprised of bank deposits at financial institutions with insured by the Federal Deposit Insurance Corporation. Management believes there is no risk of loss as the Company’s balance does not exceed the maximum amount insured.

Royalty Interests in Mineral Properties and Related Depletion

Royalty interests include acquired royalty interests in production, development and exploration stage properties. The costs of acquired royalty interests are capitalized as tangible assets as such interests do not meet the definition of a financial asset under the ASC guidance. Production stage royalty interests are depleted using the units of production method over the life of the mineral property (as royalty payments are recognized), which are estimated using proven and probable reserves as provided by the operator. Development stage mineral properties, which are not yet in production, are not depleted until the property begins production. Exploration stage mineral properties, where there are no proven and probable reserves, are not depleted. At such time as the associated exploration stage mineral interests are converted to proven and probable reserves, the mineral property is depleted over its life, using proven and probable reserves. The Company has not begun generating revenues from royalty interests.

Asset Impairment

We evaluate intangible assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair value.

Revenue Recognition

Revenue is recognized pursuant to current guidance in ASC 606 – Revenue from Contracts with Customers (“ASC 606”). Under current ASC 606 guidance, a performance obligation is a promise in a contract to transfer control of a distinct good or service (or integrated package of goods and/or services) to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, a performance obligation is satisfied. In accordance with this guidance, revenue attributable to our royalty interests is generally recognized at the point in time that control of the related gold production transfers to our customers. The amount of revenue we recognize further reflects the consideration to which we are entitled under the respective royalty agreement. A more detailed summary of revenue recognition policies for our royalty interests is discussed in Note 3.

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Stem Cell Inc.

(Formerly Global Gold Royalty Inc.)

Notes to the Condensed Financial Statements

September 30, 2023

(Unaudited)

Fair Value of Financial Instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments.  ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

To increase the comparability of fair value measures, Financial Accounting Standards Board (“FASB”) ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements).

Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3—Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values.  These financial instruments include cash, accrued liabilities and notes payable.  Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

Basic and Diluted Loss Per Share

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period.  Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

Income Taxes

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

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Stem Cell Inc.

(Formerly Global Gold Royalty Inc.)

Notes to the Condensed Financial Statements

September 30, 2023

(Unaudited)

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

The Company is subject to U.S. federal income tax laws.  As of December 31, 2022, the Company had no previously recorded deferred tax assets based on net operating losses.  In 2022, the Company continued to incur net operating losses as it did in previous year. Company management has yet to determine when it could generate taxable income, therefore it has not recognized deferred tax assets for the year ended December 31, 2022.

Recent Accounting Pronouncements

In June 2016, FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326). This ASU represents a significant change in the accounting for credit losses by requiring immediate recognition of management’s estimates of current expected credit losses (CECL). Under the prior treatment, losses were recognized only as they were incurred, which FASB has noted delayed recognition of expected losses that might not yet have met the threshold of being probable. The new accounting standard introduces the current expected credit losses methodology (CECL) for estimating allowances for credit losses.

In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02, Financial Instruments — Credit Losses (Topic 326). The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years.

The new treatment is applicable to all financial instruments that are not accounted for at fair value through net income, thereby bringing consistency in accounting treatment across different types of financial instruments and requiring consideration of a broader range of variables when forming loss estimates.

The Company believes the adoption of this update will not materially impact its financial statements and related disclosures. However, the Company will continue to monitor these and other emerging issues to assess any potential future impact on its financial statements.

Note 3: Revenue Recognition

Under U.S. GAAP, a performance obligation is a promise in a contract to transfer control of a distinct good or service (or integrated package of goods and/or services) to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, a performance obligation is satisfied. The Company has not begun generating revenues from any business activities.

Royalty Interests

Royalties are non-operating interests in mining projects that provide the right to a percentage of revenue from the project after deducting specified costs. We are entitled to payment for our royalty interest in a mining project based on a contractually specified commodity price (for example, a monthly or quarterly average spot price) for the period in which metal production occurred. As a royalty holder, we act as a passive entity in the production and operations of the mining project, and the third-party operator of the mining project is responsible for all mining activities, including subsequent marketing and delivery of all metal production to their ultimate customer. In all of our material royalty interest arrangements, we have concluded that we transfer control of our interest in the metal production to the operator at the point at which production occurs, and thus, the operator is our customer. We have further determined that the transfer of each unit of metal production, comprising our royalty interest, to the operator represents a separate performance obligation under the contract, and each performance obligation is satisfied at the point in time of metal production by the operator. Accordingly, we recognize revenue attributable to our royalty interests in the period in which metal production occurs at the specified commodity price per the agreement, net of any contractually allowable offsite treatment, refining, transportation and, if applicable, mining costs

The Company has not begun generating revenues from royalty interests.

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Stem Cell Inc.

(Formerly Global Gold Royalty Inc.)

Notes to the Condensed Financial Statements

September 30, 2023

(Unaudited)

Note 4: Liabilities

As of September 30, 2023 and December 31, of 2022, the Company has incurred $38,810 and $28,000 in current liabilities. Of the $38,810 in 2023, there are $27,000 in related party note payable with an unpaid interest of $2010 and related party loans of $2,200, $4,000 in legal fee and $3,600 in auditors’ review fees. Of the $28,000 in 2022, there are $20,000 in related party note payable, $4,000 in legal fee and $4,000 in audit fee.

Note 5: Commitments and Contingencies

We are not a party to any pending legal proceedings. Nor has the Company presently identified any commitments and contingencies needing to be recorded or disclosed.

Note 6: Capital Stock

On September 28, 2020 the Company issued 20,000,000 post reverse stock-split (80,000,000 pre-reverse stock-split) shares of common stock for a purchase price of $0.001 per share to the Company's then sole shareholder on receiving aggregate proceeds of $20,000.

On November 17, 2020 the Company increased its authorized capital to 200,000,000 shares with a par value of $0.001 per share, of which, 180,000,000 shares are designated as common shares and 20,000,000 shares are designated as preferred shares.

On December 17, 2021 the Board of Directors approved a 4 for 1 stock split on all issued and outstanding shares.

A public offering of common stock in the Company commenced on April 26, 2021 when the Form S-1 registration statement filed with the SEC was declared effective. A total of 65,300 post reverse stock-split (261,200 pre-reverse stock-split) shares at $1.00 per share post reverse stock-split ($0.25 per share pre-reverse stock-split) were allotted.

On April 18, 2022, the Company issued 90,000 post reverse stock-split (360,000 pre-reverse stock-split) shares of common stock for consulting services.

On December 16, 2022 the Company’s Board of Directors approved a 1 for 4 reverse stock-split on all issued and outstanding shares, to become effective on January 1, 2023. All shares have been retroactively adjusted to reflect the numbers. Total number of issued and outstanding shares is 20,155,300 post reverse stock-split (80,621,200 pre-reverse stock-split)

As of December 31, 2022 there were no outstanding stock options or warrants.

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Stem Cell Inc.

(Formerly Global Gold Royalty Inc.)

Notes to the Condensed Financial Statements

September 30, 2023

(Unaudited)

Note 7: Related Party Transactions

In April 2022, the Company entered into a service agreement with a consultant, Vivian Kwok to further its business development, whereby she received 90,000 post reverse stock-split (360,000 pre-reverse stock-split) shares of the Company's stock at $1 per share post reverse stock-split ($0.25 per share pre-reverse stock-split) in compensation under the arrangement. Prior to the transaction, she owned 21,200 post reverse stock-split (84,800 pre-reverse stock-split) shares of the Company’s stock and is a family of our CEO. The service agreement has a twelve month term and expired at the end of March in 2023.

In July 2022, the Company issued a demand promissory note to its CEO in the principal amount of $20,000. The note bears interest at 12% per annum. As of December 31, 2022, the principal balance was $20,000.The interest expense for the year ended December 31, 2022 and nine months ended September 30, 2023 were $1,200 and $2,010 respectively.

In July 2023, the Company issued an amended and restated demand promissory note to its CEO in the principal amount of $27,000. The demand note has identical terms with the previous note.

Note 8: Subsequent Events

The Company changed its name to Stem Cell Inc. to better reflect its new business focus that gears towards stem cell based biotechnology and was approved by the Nevada Secretary of State on October 10, 2023.

As of October 10, 2023, the Company has transitioned into a new business plan focused on commercializing stem cell based technology in the biotechnology sector witha specialty focus in regenerative medicine and discontinued all business activities related to mining royalties.

On October 18, 2023, the Company entered into an agreement with Auto Stem Laboratories Limited to acquire an intellectual property asset for a stock consideration of two million shares of its common stock at $1 per share.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

OVERVIEW

As previously disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities Exchange Commission (“SEC”) on October 27, 2023, the Company has entered into an intellectual property Asset Transfer Agreement (the “Agreement”) on October 18, 2023 with Auto Stem Laboratories, a well-established stem cell research company led by Dr. Anand Kumar Arachimani. Pursuant to the Agreement, Auto Stem Laboratories agreed to sell its stem cell based spinal cord injuries therapy technology to the Company for a stock consideration.

In light of the asset acquisition, the Company has transitioned into a new business plan focused on commercializing stem cell based technology in the biotechnology sector with a specialty focus in regenerative medicine. We are currently working on acquiring another biotechnology asset that holds a U.S. patent on it.   

In connection with our new business focus, we have changed our Company name to “Stem Cell Inc.”, effective from October 10, 2023.

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Key Factors Affecting Our Business Operations

We have a limited operating history and being a new entrant to the biotechnology sector may put us in a tough spot in the business.

Investors should consider our future prospects in light of the risks and challenges encountered by an emerging company in a fiercely competitive industry.

Our business requires a significant amount of capital in order to finance asset generation and acquisition, access to capital would be key before a cash flowing asset portfolio starts generating cash flows to fund the business internally.

It is expected that we may incur additional operating losses during the course of Fiscal 2023 and possibly thereafter. We plan to continue to pay or satisfy existing obligation and commitments and finance our operations, as we have in the past, primarily through the sale of our securities and other forms of external financing. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists.

Results of Operations

We have had no operating revenues and $212,685 in expenses since our inception on August 23, 2019 through September 30, 2023. Our activities have been financed by $175,300 from the issuance of shares of common stock and $29,200 in borrowings from related party.

For the period from inception through September 30, 2023, we incurred operating loss of $212,685, consisting primarily of professional fees and general and administrative expenses.

For the nine months ended September 30, 2023 we generated $0 in revenues and $37,572 in operating expenses for an operating loss of $37,572. The operating expenses of $37,572 consisted primarily of general and administrative expenses and professional fees.

For the nine months ended September 30, 2022 we generated $0 in revenues and $65,434 in operating expenses.

Liquidity and Capital Resources

For the nine months ended September 30, 2023, the Company incurred a net loss of $39,582. As of September 30, 2023 the Company had $1,425 in cash and there were outstanding liabilities of $38,810.

Because the business has limited operating history, no certainty of continuation can be stated. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. Achievement of the Company’s objectives will depend on its ability to obtain additional financing, to generate revenue from current and planned business operations, and to effectively control operating and capital costs.

Assuming we raise additional funds and continue operations, it is expected that we may incur additional operating losses during the course of Fiscal 2023 and possibly thereafter. We plan to continue to pay or satisfy existing obligation and commitments and finance our operations, as we have in the past, primarily through the sale of our securities and other forms of external financing. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists.

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Off-Balance Sheet Arrangements

None

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30 , 2023.

Based on that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Controls over Financial Reporting

As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended September 30, 2023, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On October 18, 2023, we entered into an agreement to issue an aggregate of 2,000,000 shares of common stock to Auto Stem Laboratories Private Limited for the acquisition of its technology. The issuances of the shares were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

Not applicable

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Item 6. Exhibits

The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our Registration Statement on Form S-1, filed under SEC File Number 333-251389, at the SEC website at www.sec.gov:

Exhibit No.	Description
3.1	Articles of Incorporation*
3.2	Bylaws*
10.1	Amended and Restated Articles
31.1	Sec. 302 Certification of Principal Executive Officer
31.2	Sec. 302 Certification of Principal Financial Officer
32.1	Sec. 906 Certification of Principal Executive Officer
32.2	Sec. 906 Certification of Principal Financial Officer
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Stem Cell Inc.
	Registrant
Date: November 14, 2023	By:	/s/ Sam Kwok
		Sam Kwok
		CEO, CFO and Director (Principal Executive, Financial and Accounting Officer,)

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