Edgar Filing: Stem Cell Therapy International, Inc.

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

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)

TABLE OF CONTENTS

PART I

Item 1. Description of Business.

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

Item 3. Description of Property.

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

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

Item 6. Executive Compensation.

Item 7. Certain Relationships and Related Transactions.

Item 8. Description of Securities.

PART II

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

Item 2. Legal Proceedings.

Item 3. Changes in and Disagreements with Accountants.

Item 4. Recent Sales of Unregistered Securities.

Item 5. Indemnification of Directors and Officers.

PART F/S Financial Statements

PART III

Item 1. Index to Exhibits.

Item 2. Description of Exhibits.

ITEM 1. DESCRIPTION OF BUSINESS.

COMPANY OVERVIEW
Stem Cell Therapy International, Corp. (the "Company") was incorporated in
Nevada on December 2, 2004. 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
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.

Stem Cell Therapy International, Inc. is involved in research and
development within the field of regenerative medicine. SCTI provides allo 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 (SCT) therapy is approved by the appropriate local government
agencies.

The Company intends 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.

Stem Cell Therapy International's 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.
Our products include solutions containing allo stem cell biological solutions,
adult stem cells and stem cell which are extracted from umbilical cord blood.

Members of our U.S. and European Medical and Scientific Advisory Board
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.

In the future Stem Cell Therapy International plans 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, or SCT, 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.

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.

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

BUSINESS OVERVIEW

Stem Cell Transplantation ("SCT") 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 STC worldwide to-date, evidenced by over 140,000 publications in
MEDLINE (see www.nlm.nih.gov).
---------------

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 and since
1998 the Company, through its affiliated entities, has 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, together with GMP ('Good Manufacturing Practice'),
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 therapy (chemical) and organ
transplantation: Cell transplantation is a vastly different approach to
existing medical therapy. In order to comprehend this statement, you should
visualize that 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 of every cell, as well as all fluids, which represent
between 75% and 55% of body weight (depending upon age), and that there is
electromagnetic radiation associated with all such movement, a subject almost
completely neglected by medical science, and finally the following: Every cell
in your body is programmed to die. (The sole exception may be certain neurons.)
All cells of our body are being continuously replaced, albeit each kind with
different speed. 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, such 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. 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:
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 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.

Some organs cannot be transplanted, such as the brain, neural system or the
immune system, so that many diseases cannot be treated by organ transplantation.

Stem cell transplantation was introduced into clinical practice in 1931 and
has historically preceded organ transplantation by several decades. 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 IM injection or an IV drip like a transfusion) and for that reason 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".

3) "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 the aponeurosis
of an abdominal muscle), because they will find their way into the damaged
organ, as if "attracted" by it.

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

5) 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.

6) 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.

The Company's stem cell transplants do not require immunosuppressant
medications after treatment. This methodology is patented in Russia and in the
Ukraine in licensed 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.

Stem cells can potentially be derived from several sources: first, from
embryos while they are still microscopic clusters of cells; second, from fetal
tissue, usually from aborted fetuses; and third, and perhaps with greater
technical difficulty, from adult organs, for example from bone marrow during
transplantation.

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 created using standard in vitro fertilisation (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).

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.

In summary:

- Stem Cell Transplantation is a surgical procedure that has been used since
1931 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.

ILLUSTRATIONS OF STEM CELLS AND HOW THEY WORK

When an egg is fertilized, the cells starts to divide, first into two, then
four, eight cells, and more and more cells. Cell division continues, after four
days from fertilization, the conceptus 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

HEART WITH DAMAGED OR INJURED CELLS (DIAGRAM 2)
-----------------------------------------------
HEALTHY STEM CELLS
------------------

Healthy stem cells circulate and are attracted to damaged or injured cells

[GRAPHIC OMITED]

BASIC STEM CELL CYCLE

[GRAPHIC OMITED]

The following diagrams represent an example of a topological application of stem
cells for burn patients.

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

[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.

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.

Some scientists believe embryonic stem cells, which can grow and assimilate
into any type of body tissue, could eventually provide a unique way to repair
damaged or diseased tissue and treat or cure ailments including Parkinson's
disease, Alzheimer's, diabetes and even spinal cord injuries. 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'sProposition 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. These
sales are an ongoing demonstration of the safety and efficacy of its stem cell
transplantation therapy. The Company plans to expand its global operations to
meet expanding market needs. Growth plans include: expansion of manufacturing
facility, increased sales to clinics, university labs, private labs, and
physicians globally, JV partnerships with Ministries of Health in different
countries, set-up of "showcase" treatment clinic(s), expansion of research and
development activities, increasing patent portfolio, licensing of technology to
appropriate partners.

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:

Besides clinical research studies, positive clinical results and an
adequate number of patients have been observed and treated in the categories of
diseases that potentially can be cured or their condition improved by the use of
stem cell transplantation therapy:

-- Allo stem cell biological solutions can produce a positive effect on
age-related and posttraumatic pathologies:

-- Cardiovascular system diseases: myocardial infraction, cerebral
atherosclerosis, essential hypertension, ischemic heart disease,
neurocirculatory dystonia.

-- Systemic diseases of connective tissue: atrophic arthritis, systemic
angitis, systemic lupus, systemic scleroderma, and rheumatism.

-- Respiratory diseases: bronchial asthma, bronchitis, chronic pneumonias.

-- Diseases of the digestive tract: gastric and duodenal ulcer, nonspecific
ulcerative colitis, cholecystites, pancreatites, and colitis.

-- Liver diseases: cirrhosis, viral and toxic hepatitis, acute and chronic
renal-hepatic insufficiency.

-- Kidney and urinary tract diseases: pyelonephritis, cystitis, urethritis,
urolithiasis.

-- Endocrine diseases: diabetes of types I and II, hypothyroidism,
suprarenal insufficiency, diabetes complication, endocrine derangements.

-- Obstetrics and gynecology: premature detachment of the normal placement
of the placenta, pre-term delivery, toxicosis of pregnancy, miscarriage, fetal
hypotrophy, immunological conflict, endometriosis, sterility, menopause,
climacteric neuroses, chronic inflammatory genital diseases.

-- Diseases of the nervous system: migraine, cerebral spastic infantile
paralysis, neuralgias, polyneuropathies, radiculopathies, neuritis, consequences
of a cranio-cerebral trauma, encephalitis and stroke.

-- Ontological diseases of the central nervous system.

-- Cerebral atrophic processes of different genesis.

-- Epilepsy and spastic syndromes of children and adults.

-- The consequences of cerebral strokes.

-- Huntington's chorea, ataxias.

-- Atherosclerosis, multiple sclerosis with spinal cord lesions.

-- Parkinson's, Alzheimer's, Down's, Strumpell's diseases.

-- Serious traumas of the spinal cord and cerebrum.

-- Surgical diseases: osteomyelites, fractures (long term), reconstructive
operations on bone tissue for various traumas and surgical interventions.

-- Malignant neo-plasms.

-- Immuno-deficiencies.

-- AIDS.

-- Infectious diseases.

-- Allergic and auto-immune diseases.

-- Blood diseases: anemia, leucopenia, thrombocytopenia, leukemia,
hemoblastosis.

-- Skin diseases: psoriasis, eczema, tropic ulcers, decubituses,
neurodermatitis, consequences of endured venereal diseases.

-- Ocular diseases.

-- Ear, throat, and nose diseases.

-- Dental and oral cavity diseases.

-- Mental diseases and sexual disorders: depression, irritation, aggression,
apathy, sleep and memory disorders.

-- Male and female sexual pathology: impotency, sterility, increase of
potency and libido.

-- Long-term chronic diseases of the internal organs.

-- Gerontology.

-- Rejuvenation SC Therapy: increase of vitality, slowing down of
pre-senility, life prolongation, memory improvement, and the improvement over
quality of life.

LICENSE AGREEMENT WITH INSTITUTE OF CELL TECHNOLOGY

Effective August 5, 2005, the Company entered into a licensing agreement
with Institute of Cell Technology ("ICT") a company incorporated and organized
under the laws of Kiev, Ukraine. ICT is the owner of: (1) a unique process for
producing biological solution of human stem cells (the "Process"); and (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, the Company 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, as well as certain limited sales to
universities, for research or to private labs.

The licensing agreement also functions effectively as a distribution
agreement pursuant to which the Company purchases stem cell materials for
delivery to patients from ICT. The Company has a fixed pricing arrangement with
ICT and an exclusivity to the supply of those products provided the Company
meets certain annual minimums.

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

NUMBER OF PATIENTS TREATED BY THE COMPANY:

The following table reflects the treatments to date by the Company or its
affiliated licensing partner in Stem Cell transplantation:

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

The Company presently has the following two clinic operations in
operations:

1. Institute of Cell Therapy, Kiev, Ukraine

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

MANUFACTURING

Basic Approach

The basis of stem cell therapy is the presence of preparations of such
components as allo stem cell biological solutions, hemopoietic cells and also
numerous low-molecular proteins, hormones and human growth factors. 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 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 hemopoietic cells.

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 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 most promising way to create this personal medication for a person,
which could be used in case disease or the loss of any organ is to keep stem
cells in a frozen condition, collecting the rest of 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. This way cell suspension
introduction results in the increase of the number of leukocytes in ontological
patients with chemo rays depression of hemopoiesis from 2 to 5 thousand for two
weeks.

Stem cells actively perform their main responsibility - they replace the
sick and old cells of an aging organism rejuvenating it, which cannot be done by
any other medicine. Also, highly active regulating factors are present with in
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

A number of the Patents filed by ICT and licensed to the Company have to do
with a new and improved method of cryopreservation technology. The cell
survival rate after the biological solution is thawed out and ready for
transfusion is approximately 99% of the original biological mass.

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,
treatment by alcohol or formalin solutions and some other. 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 which allows for the storage of
cells and tissues for long time intervals (running for years) in a viable
condition. Storage in liquid nitrogen at the temperature of -196 C is the
basic method of the long-term storage of biological objects today. The
development of personal modern technologies of cryogenic-preservation,
corresponding to world standards as well as observing the demands of producing
biological preparations, their testing, marking and storing in accordance with
statements of the European Tissue Banks Association, allowed 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. Stem cell therapy with application of our biological preparations
were especially impressive in showing the biological and functional abilities in
rejuvenation and improvement of life quality which is impossible to achieve with
any other pharmacological, medical and preventive means.

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 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 of the company have a
proven track record of more than 25 years in developing, manufacturing,
delivering worldwide and practically applying stem cell transplants therapies.
Unlike most of its competitors, the Company' 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 GMP ("Good
Manufacturing Practice"), following the regulations of the U. S. Food and Drug
Administration as well as the respective regulatory agencies of the European
Union.

The Company follows all steps "recommended" by the U.S. 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 U.S. FDA regulations.

RESEARCH AND DEVELOPMENT

Together with its affiliate in the Ukraine, the Company currently has a
number of related projects that are under development. They are as follows:

1. ARTIFICIAL ORGANS with 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)

2. BIOLOGICALLY ENHANCED BIO-POLYMER MATERIALS FOR SURGERY:

- Bio-degradable biopolymers used together with an osteogenetic combination
of stem cell transplants.
- Foam hydro gel used together with a chondrogenetic combination of stem
cell transplants.
- Foam hydro gel used together with a soft tissue combination of stem cell
transplants.

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

MARKETING AND PROMOTION

The Company intends to offer the Clients a compelling and personalized
value proposition. The Company seeks to increase the number of Clients that
make a purchase, to encourage repeat visits and purchases and to extend Client
retention. Loyal, satisfied Clients also generate word-of-mouth advertising and
awareness, and are able to reach thousands of other Clients and potential
Clients because of the reach of on-line communication. The Company plans to
employ a variety of media, program and product development, business development
and promotional activities to achieve these goals.

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.

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.

Our marketing department will set up and link websites in cooperation with
known Net medical communication experts, such as NUVIS (www.nuviscorp.com), the
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European affiliate of the P\S\L Group (www.pslgroup.com.) the Genetics Policy
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Institute (www.genpol.org) We estimate that over one million physicians read
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their sites every month.

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 USA.

Marketing will be able to work directly with local specialists, ensuring an
efficient and rapid introduction in each country with their own specificities.

Our website is connected to various internet 'Search Engines' in order to
maximize exposure.

In conjunction with accredited specialists in IT, we will set up a complete
across-the-board computer-controlled logistics data bank system.

This system will cover the steps of the process from order thru
manufacture, delivery and treatment, concluding with follow-up records, always
assuring patient privacy. Patient and physician 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
SCT 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 the 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 at 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

Industry competition is fierce in the area of research and development for
the clinical applications of human stem cells. However, actual treatment of
patients is today virtually non-existent, especially in the field of stem cell
transplant technology for medical treatments. There are other companies that
are working with adult stem cells and cloning technologies. To date, however,
they have not produced any viable or available treatments. They are all
currently in the research and development stages only or in clinical trials with
animals only and are not producing any significant revenue.

The Company is currently earning revenue from stem cell sales outside the
United States since 2005 and is strictly focused on transplant technology. Other
highlights include:

REGULATION

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

From a regulatory viewpoint stem cell transplant represents a very unique
'product', which really is not a "product" at all, because it does not fulfill
the legal definition of a medicinal "product". U.S. FDA's regulations label
live cell transplants as 'products', while under German law they are classified
neither as 'drugs' nor as 'medications' ('arzneimittel' in German), 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.
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.

United State's 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 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.

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, would affect both privately funded and
NIH-supported research. Fortunately, the Company's lines of allo transplants
are outside of this regulation.

In Germany, "Bundesverfasssungsgericht", the highest level of German
Supreme Court, on February 16, 2000, by its decision in the case number 1 BvR
420/97, re-affirmed the original approval of therapeutic use of cell
allo-transplantation from early fifties.

This German decision had serious implication for the remainder of the
European Community 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 PHS, 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 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

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 certain
of its trademarks and service marks. 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.
The Company also employs 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.

COMPANY HISTORY

Stem Cell Therapy International, Inc. was originally incorporated in Nevada
on December 28, 1992 as Arklow Associates, IncThe Company changed its name
several times and on October 5, 2005 changed its name to Stem Cell Therapy
International, Inc. to reflect the business of the Company.

Stem Cell Therapy International Corp. (" Florida Head Quarter") was
organized in Nevada in November 2004 for the principal purpose of establishing
stem cell transplantation clinics and marketing. Pursuant to a Reorganization
and Stock Purchase Agreement dated as of September 1, 2005, among Stem Cell
Therapy International, Inc. (then Altadyne, Inc.) and Stem Cell Therapy
International Corp., the Company acquired (the "Acquisition") from the
shareholders of Stem Cell Therapy Corp all of the issued and outstanding equity
interests of Stem Cell Therapy Corp and Stem Cell Therapy Corp became a
wholly-owned subsidiary of the Company. As consideration for the Stem Cell
Therapy Corp Shares, the Company issued 25,000,000 shares of common stock to the
shareholders. After the Acquisition, the Company continued the operations of
Stem Cell Therapy Corp as its primary operating business.

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
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: The
Company's goal is to rapidly and significantly expand its operations to address
potential growth and market opportunities.

This expansion is expected to place a significant strain on the Company's
management, operational and financial resources. The Company anticipates a need
to hire new employees including senior management, key managerial, technical and
operations personnel who will 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 will be required to add finance, administrative and
operations staff. Further, the Company's management will be required to maintain
and expand its relationships with Affiliate Treatment Clinics and Medical
Facilities, University Labs, Private Labs and Treating Physicians globally.

There is no assurance that the Company's planned personnel, systems,
procedures and controls will be adequate to support the Company's future
operations, that the management will be able to hire train, retain, motivate and
manage required personnel or that Company management will 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
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: We believe that the Company currently possesses a critical
competitive edge, as we are unaware of any competitor that can claim the same
degree of expertise in the manufacturing process and cryo preservation process
of allo stem cell biological solution and other products. These patented
procedures have been used for treatments that has saved lives and minimized the
disability of patients, particularly those declared beyond the help of current
modern medicine.

The Company believes that the principal competitive factors in its market
are its brand name recognition, its professional level Medical and Scientific
Advisory Board, the selection process for patients to be treated, personalized
services, its Business Advisory Board, its Business Development Advisors (for
other countries), strategic partnerships and alliances, patient convenience and
accessibility to different treatment facilities. There is no assurance that the
Company will be able to compete successfully against current and future
competitors, and competitive pressures faced by the Company may have a material
adverse effect on the Company's business, prospects, financial condition and
results of operations. Further, as a strategic response to changes in the
competitive environment, the Company may from time to time make certain pricing,
service or marketing decisions or acquisitions that could have a material
adverse effect on its business, prospects, financial condition and results of
operations. New technologies and the expansion of existing technologies may
increase the competitive pressures on the Company.

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

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

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

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

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

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

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, Corp. (the "Company") was incorporated in
Nevada on October 5, 2004. 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
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.

The Company will initially devote most of its 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 December 31,
2005, Stem Cell Therapy International, Inc. has had a working capital deficit
of $92,412 and an accumulated deficit from operations of $90,823. As noted in
the independent audit report for the audited Stem Cell Therapy International,
Inc. financial statements for the year ending 2005 , 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.

Revenue is recognized upon delivery of goods where the sales price is fixed
or determinable and collectibility is reasonably assured. Revenue is not
recognized until persuasive evidence of an arrangement exists. Advance customer
payments are recorded as deferred revenue until such time as they are earned.

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

RESULTS OF OPERATIONS

As of December 31, 2005 and for the nine months ended December 31, 2005

We had sales of $50,934 during the nine months ended December 31, 2005,
with a cost from ICT for the stem cell biological material delivered of $34,600
during the period. Our net loss for the period was $256,022, which reflects
primarily selling, general and administrative expenses. Sales reflected
treatment of 2 patients during the period at our clinical facility in Kiev,
Ukraine. As our operations only commenced in December 2004, there is no prior
period for comparison.

Gross margins for the nine months ended December 31, 2005 was 32.0%. We
anticipate comparable margins on future patient services and delivery of our
stem cell biological products.

December 2, 2004 (date of inception) through December 31, 2005

Operations for the period from inception on December 2, 2004 as compared to
the nine month numbers set forth above is identical other than an increase in
selling, general and operating expenses of approximately $26,281 for the
additional one month period, increasing our net loss to $282,263 for the period.
Revenues, cost of sales and gross margin were identical.

LIQUIDITY AND CAPITAL RESOURCES

The Company's financial statements have been prepared assuming that the
Company will continue as a going concern. For the nine months ended December
31, 2005 and the period since December 2, 2004 (date of inception) through
December 31, 2005, the Company has had a net loss of $256,022 and $282,263,
respectively and cash used by operations of $124,180 and $154,887, respectively,
and negative working capital of $92,412 at December 31, 2005. As of December
31, 2005, 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.

CAPITAL STOCK

In June 2005, the Company issued 22,500,000 shares of common stock to R
Capital Partners, Inc., a Nevada corporation, in connection with the acquisition
of the Company by R Capital Partners. 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.

Effective September 1, 2005, the Company (then named Altadyne, Inc.)
entered into a Reorganization and Stock Purchase Agreement (the Agreement) with
Stem Cell Therapy International Corp., a Nevada corporation ("Florida Head
Quarter"). At that point, the Company had no assets, liabilities or ongoing
operations. Under the terms of the agreement, Altadyne acquired 100% of the
issued and outstanding shares of common stock of Stem Cell Therapy International
Corp in a non-cash transaction and Stem Cell Therapy International Corp became
a wholly-owned subsidiary of Altadyne. Subsequent to the merger, Altadyne
changed its name to Stem Cell Therapy International, Inc. In connection with
the acquisition of Stem Cell Therapy International Corp , R Capital Partners
transferred a component of their shares to shareholders of Stem Cell Therapy
International Corp and the Company issued and delivered an additional
10,449,196 shares. 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 329,000 shares to Westminster
Securities Corporation in consideration for services in arranging the
acquisition of Altadyne. 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 February 2, 2006, the Company issued 120,000 shares to certain employees
of Westminster Securities Corporation in connection with the termination of an
agreement between the Company 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. These shares were
valued as of the date the services were performed for total consideration of
$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.

On February 2, 2006, the Company issued a total of 44,234 to a public
relations firm engaged by the Company for services performed valued at a total
of $37,000. 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.

ITEM 3. DESCRIPTION OF PROPERTY.

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 $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 March 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
33,563,234 shares being outstanding as of March 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.

IDENTITY OF PERSON
OR GROUP ACTUAL AMOUNT OF SHARES OWNED ACTUAL PERCENT OF 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%
---------------------------------- ------------------------------ -------------------------------
M. Richard Cutler
c/o Cutler Law Group
3206 West Wimbledon Dr
Augusta, GA 30909 2,674,196 (2) 7.9%
---------------------------------- ------------------------------ -------------------------------
RHL Management, Inc.
c/o Cutler Law Group
3206 West Wimbledon Dr
Augusta, GA 30909 500,000 100% Series A Preferred Stock
---------------------------------- ------------------------------ ------------------------------- ------------------------
Officers and Directors as a Group
(three persons) 11,200,000 34.4% Common
---------------------------------- ------------------------------ ------------------------------- ------------------------

(1) Consists of 4,000,000 shares held by Global Capital Corp., 2,000,000
shares held by Vivian Cao Irrevocable Trust and 2,000,000 shares held by
Christopher Cao Irrevocable Trust and 3,000,000 shares held by Thuy-Van Chau.
(2) Consists of 1,292,259 shares held by Cutler Law Group and 1,381,937
shares held by R Capital Partners, Inc.

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

ITEM 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
------------------------------------- --- -----------------------------------------------

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 Vein Associates of America, Inc., which is the
parent company of a chain of vascular clinics called Vein Associates, PA,
headquartered in Heathrow, FL. Vein Associates specializes 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
SCTI Corp.

CHIEF FINANCIAL OFFICER AND DIRECTOR - DANIEL J. SULLIVAN

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

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

CHIEF OPERATING OFFICER - UNITED STATES OPERATIONS - 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.

Mr. Sidorenko has also been involved in a number of medical and hi-tech
start-up companies.

OTHER OFFICERS

Stem Cell Therapy International 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 Management Organization:

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 hemopoitic 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 to assist as part of its
Scientific and Medical Advisory Board:

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

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

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

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

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

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

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

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 years.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------ ----------------------------------------
AWARDS PAYOUTS
---------------------------- -------
SECURITIES
OTHER RESTRICTED UNDERLYING ALL OTHER
ANNUAL STOCK OPTIONS/ LTIP COMPEN-
NAME/TITLE SALARY BONUS COMP. AWARDS SARS PAYOUTS SATION
YEAR $ $ $ $ #(1) $ $
---------------- -------- --------- --------- ---------- -------------- ------- -----------
Calvin Cao
Chief Executive Officer and Chairman
2005 NIL NIL NIL NIL NIL NIL NIL

Daniel Sullivan
Director and Chief Financial Officer
2005 NIL NIL NIL NIL NIL NIL NIL

Peter Sidorenko
Chief Operating Officer
2005 NIL NIL NIL NIL NIL NIL NIL

(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. 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 paid no compensation in 2005 for his services
as CFO. 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-Europe. His expected initial level of normal cash compensation
for services per year will be determined by a comparable salary based on
industry standards.

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 the Company accepted the business contacts, contracts and
services of the Founders. The Board of Directors, composed at that time of
GLOBAL CAPITAL CORP. At the time of issue, the Company had no business,
properties or operations and, accordingly, its Common Stock had no ascertainable
value. The effective price per share at which the Common Stock was issued to
GLOBAL CAPITAL CORP. was $.001.

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.

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.

COMMON STOCK

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 stock

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. All of the outstanding shares of
common stock are fully paid and non-assessable.

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 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 with
the holders of the common stock. The 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 December 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.

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 listed
on the Over the Counter Bulletin Board ("OTCBB") or 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.

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. in
the fourth quarter of 2005. Our stock has been thinly traded.

HIGH LOW

2006
Second Quarter (to April 20) $0.75 $0.75
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 March 31, 2006 there were approximately ____ 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.

During the period December 4, 2004 (date of inception) through March 31, 2006
there have been no disagreements between the Company and Pender Newkirk &
Company, LLP, the Company's accountants, 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 such firm, would
have caused them to make reference to the subject matter thereof in their report
on the Company's financial statements for such periods.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

In June 2005, the Company (then named Altadyne, Inc.) issued 22,500,000
shares of common stock to R Capital Partners, Inc., a Nevada corporation, in
connection with the acquisition of the Company by R Capital Partners. 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.

Effective September 1, 2005, the Company (then named Altadyne, Inc.)
entered into a Reorganization and Stock Purchase Agreement (the Agreement) with
Stem Cell Therapy International Corp., a Nevada corporation ("Stem Cell
Florida"). At that point, the Company had no assets, liabilities or ongoing
operations. Under the terms of 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.
Subsequent to the merger, Altadyne changed its name to Stem Cell Therapy
International, Inc. In connection with the acquisition of Stem Cell Florida, R
Capital Partners transferred a component of their shares to shareholders of Stem
Cell Florida and the Company issued and delivered an additional 10,449,196
shares. 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
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.

PART F/S FINANCIAL STATEMENTS

SET FORTH BELOW

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.

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.

22. Subsidiaries: Stem Cell Therapy International Corp., a Nevada
corporation

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
executive officer)
/s/ Calvin Cao
-------------------
Calvin Cao April 24, 2006
-------------------

Chief Financial Officer
/s/ Daniel Sullivan and Director (principal
-------------------
Daniel Sullivan financial and accounting April 24, 2006
-------------------
officer)

/s/ Peter Sidorenko
-------------------
Peter Sidorenko Chief Operating Officer April 24, 2006
-------------------

FINANCIAL STATEMENTS

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

As of December 31, 2005 and for
the Nine Months Ended December 31, 2005 and
For the Period December 2, 2004 (Date of Inception)
through December 31, 2005
(Unaudited)

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

Financial Statements

As of December 31, 2005 and for
the Nine Months Ended December 31, 2005 and
For the Period December 2, 2004 (Date of Inception)
through December 31, 2005

Contents

Report of Independent Registered Public Accounting Firm 1

Financial Statements:

Balance Sheet (unaudited) 2
Statements of Operations (unaudited) 3
Statements of Changes in Stockholders' Equity (unaudited) 4
Statements of Cash Flows (unaudited) 5
Notes to Financial Statements (unaudited) 6 - 10

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have reviewed the accompanying balance sheet of Stem Cell Therapy
International, Inc. as of December 31, 2005 and the related statements of
operations, changes in stockholders' deficit, and cash flows for the nine months
ended December 31, 2005. These financial statements are the responsibility of
management.

We conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with standards
of the Public Company Accounting Oversight Board (United States), the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying interim financial statements for them to be 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 $282,263 from inception to December 31, 2005, cash
used by operations of $154,887 and negative working capital of $92,412. 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
March 13, 2006

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

Balance Sheet
December 31, 2005
(Unuadited)

ASSETS
Current assets:
Cash $ 159,623
Prepaid expenses 80,925
----------
Total current assets 240,548

Deposits 1,589
-------------

Total Assets $242,137
=============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accrued expenses $ 60,000
Advances from shareholder 48,378
Due to related party 224,582
----------
Total current liabilities 332,960

Stockholders' deficit:
Preferred stock; $.001 par value; 500,000
Shares authorized and 500,000 outstanding 500
Common stock; $.001 par value; 500,000,000
shares authorized and 33,453,913 outstanding 33,454
Additional paid-in capital 157,486
Deficit accumulated during development stage (282,263)
----------
Total stockholders' deficit (90,823)
----------

Total liabilities & stockholders' deficit $ 242,137
==========

See Accountants' Review Report

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

Statements of Operations

(Unaudited)

Nine Months December 2, 2004
Ended (Date of Inception)
December Through December
31, 2005 31, 2005
----------- -------------------

Sales $50,934 $50,934

Cost of goods sold 34,600 34,600
------------ ------------

Gross profit 16,334 16,334
Operating expenses:
Selling, general and administrative 273,367 299,648
------------ ------------

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

Loss from operations (257,033) (283,314)

Other (expense) income:
Interest income, net 1,011 1,051
------------ ------------

Net loss before taxes (256,022) (282,263)

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

Net loss $ (256,022) $ (282,263)
============ ============

Net loss per share $ (.01) $ (.01)
============ ============

Weighted average number
of common shares 23,992,024 22,384,700
============ ============

See Accountants' Review Report

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 December 31, 2005

COMMON STOCK PREFERRED STOCK
------------- ---------------
DEFICIT
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 - - 7,749 - 5,000

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)

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* (unaudited) (5,600,000) (5,600) - - (2,749) - (8,349)

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

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

Issuance of common stock for a reduction
in shareholder advances,
September 2005* (unaudited) 3,000,000 3,000 - - - - 3,000

Issuance of common stock for services,
September 2005* (unaudited) 8,030,000 8,030 - - - - 8,030

Issuance of preferred stock for cash,
September 2005* (unaudited) - - 500,000 500 24,500 - 25,000

Issuance of common stock for services,
September 2005, ($1.88 per
share) (unaudited) 6,400 6 - - 11,994 - 12,000

Issuance of common stock for services,
October 2005, ($1.01 per
share) (unaudited) 11,882 12 - - 11,988 - 12,000

Issuance of common stock for services,
October 2005, ($1.05 per
share) (unaudited) 20,000 20 - - 20,980 - 21,000

Issuance of common stock for services,
October 2005, ($1.75 per
share) (unaudited) 20,000 20 - - 34,980 - 35,000

Issuance of common stock for services,
November 2005, ($.86 per
share) (unaudited) 13,953 14 - - 11,986 - 12,000

Issuance of common stock for services,
December 2005, ($.97 per
share) (unaudited) 30,000 30 - - 29,070 - 29,100

Issuance of common stock for services,
December 2005, ($1.00 per
share) (unaudited) 12,000 12 - - 11,988 - 12,000

Net loss for the nine months ended
December 31, 2005 (unaudited) - - - - - (256,022) (256,022)

------------ ------- ---------- --------- ------- --------- ----------
Balance, December 31, 2005
(unaudited) 33,453,913 $33,454 500,000 $ 500 $ 157,486 $ (282,263) $ (90,823)
============ ======= ========== ========= ========== =========== ===========

*All common stock issued for, or valued at $.001.

See Accountants' Review Report

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

Statements of Cash Flows

For the Nine Months Ended December 31, 2005 and the
period from December 2, 2004 (Date of Inception)
through December 31, 2005

Nine Months December 2, 2004
Ended (Date of Inception)
December Through December
31, 2005 31, 2005
----------- --------------------
OPERATING ACTIVITIES
Net loss $(256,022) $(282,263)
Adjustments to reconcile net loss to net
cash used by operating activities:
Stock issued for services 141,509 143,579
Recapitalization 5,405 5,405
Value of options for services 906
(Increase) decrease in:
Prepaid expenses (80,724) (80,925)
Deposits 11,160 (1,589)
Increase in accounts payable and accrued liabilities 54,492 60,000
---------- ----------
Total adjustments 131,842 127,376
---------- ----------
Net cash used by operating activities (124,180) (154,887)
---------- ----------

FINANCING ACTIVITIES
Proceeds from advances from shareholder 27,685 48,378
Payments to shareholder (774)
Advances from related party 224,582 224,582
Proceeds from sale of common stock 25,000 41,550
---------- ----------
Net cash provided by financing activities 276,493 314,510
---------- ----------

NET INCREASE IN CASH 152,313 159,623

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

CASH AT OF END OF PERIOD $ 159,623 $ 159,623
========== ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
AND NONCASH FINANCING ACTIVITIES:

Cash paid for interest $ 79 $ 79
======== ======
Common stock issued for a reduction in advance from shareholder $ 3,000 $3,000
======== ======

See Accountants' Review Report
5

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

Notes to Financial Statements

For the Nine Months Ended December 31, 2005 and the
period from December 2, 2004 (Date of Inception)
through December 31, 2005
(Unaudited)

1. BACKGROUND INFORMATION

Stem Cell Therapy International Corp. (the "Company"), is a development stage
enterprise that was incorporated in the state of Nevada on December 2. 2004. To
date, the Company's activities have been limited to raising capital,
organizational matters, and the structuring of its business plan. The corporate
headquarters is located in Tampa, Florida.

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

Effective September 1, 2005, the Company entered into a Reorganization and Stock
Purchase Agreement (the Agreement) with Altadyne, Inc., a publicly reporting
company which has no ongoing operations. Under the terms of the agreement, the
Company would merge into Altadyne and the merged entity would change 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.

2. GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. For the nine months ended December
31, 2005 and the period since December 2, 2004 (date of inception) through
December 31, 2005, the Company has had a net loss of $256,022 and $282,263,
respectively and cash used by operations of $124,180 and $154,887, respectively,
and negative working capital of $92,412 at December 31, 2005. As of December
31, 2005, 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.

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

Notes to Financial Statements

For the Nine Months Ended December 31, 2005 and the
period from December 2, 2004 (Date of Inception)
through December 31, 2005
(Unaudited)

3. SIGNIFICANT ACCOUNTING POLICIES:

The significant accounting policies followed are:

In the opinion of management, all adjustments consisting of normal recurring
adjustments necessary for a fair statement of (a) the financial position at
December 31, 2005, (b) the results of operations for the 9 months ended December
31, 2005 and the period December 2, 2004 (date of inception) through December
31, 2005, (c) the statement of changes in stockholders' equity for the period
from December 2, 2004 (date of inception) through December 31, 2005, and (d)
cash flows for the 9 months ended December 31, 2005 and for the period December
2, 2004 (date of inception) through December 31, 2005, have been made.

Certain information and note disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been omitted. The accompanying statements
and notes should be read in conjunction with the audited financial statements
and notes of the Company for the period ended March 31, 2005. The results of
operations for the nine months ended December 31, 2005 and the period December
2, 2004 (date of inception) through December 31, 2005 are not necessarily
indicative of those to be expected for the entire year.

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.

Revenue is recognized upon delivery of goods where the sales price is fixed or
determinable and collectibility is reasonably assured. Revenue is not
recognized until persuasive evidence of an arrangement exists. Advance customer
payments are recorded as deferred revenue until such time as they are earned.

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

Notes to Financial Statements

For the Nine Months Ended December 31, 2005 and the
period from December 2, 2004 (Date of Inception)
through December 31, 2005
(Unaudited)

4. ACQUISITIONS

Effective September 1, 2005, the Company entered into a Reorganization and Stock
Purchase Agreement (the Agreement) with Altadyne, Inc., a publicly reporting
company which has no assets, liabilities or ongoing operations. Under the terms
of the agreement, Altadyne acquired 100% of the issued and outstanding shares of
common stock of the Company in a non-cash transaction and the Company merged
into Altadyne. 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
December 31, 2005 have been included in the statement of operations of the
Company.

Proforma 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.

The transaction is a purchase transaction that is subject to change over the
next twelve months, the unaudited interim results are not necessarily indicative
of what the actual results will be at year end.

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.

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

Notes to Financial Statements

For the Nine Months Ended December 31, 2005 and the
period from December 2, 2004 (Date of Inception)
through December 31, 2005
(Unaudited)

5. RELATED PARTY TRANSACTION

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 $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.

7. STOCK OPTIONS AND WARRANTS:

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

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 December 31, 2005 - - - - - -

Exercisable at December 31, 2005 - - - - - -

8. CAPITALIZATION

The Company has 500,000,000 shares of common stock authorized. In addition,
there are 500,000 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 December 31, 2005, the Company had 500,000 shares of convertible preferred
stock issued and outstanding valued at $25,000.

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

Notes to Financial Statements

For the Nine Months Ended December 31, 2005 and the
period from December 2, 2004 (Date of Inception)
through December 31, 2005
(Unaudited)

9. CONTINGENCIES AND COMMITMENTS

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 3,030,000 shares of the Company's
common stock valued at $3,030. 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 70,000 shares of common stock valued at $85,100.

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 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. 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.

FINANCIAL STATEMENTS

STEM CELL THERAPY INTERNATIONAL CORP.
(A DEVELOPMENT STAGE ENTERPRISE)

For the Period December 2, 2004 (Date of Inception)
through March 31, 2005

Report of Independent Registered Public Accounting Firm

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

Financial Statements

For the Period December 2, 2004 (Date of Inception)
through March 31, 2005

CONTENTS

Report of Independent Registered Public Accounting Firm 1

Financial Statements:

Balance Sheet 2
Statement of Operations 3
Statement of Changes in Stockholders' Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6-13

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying balance sheet of Stem Cell Therapy
International Corp. (a development stage enterprise) as of March 31, 2005 and
the related statements of operations, changes in stockholders' deficit, and cash
flows for the period December 2, 2004 (Date of Inception) through March 31,
2005. These financial statements are the responsibility of the management of
Stem Cell Therapy International Corp. 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, 2005
and the results of its operations and its cash flows for period from December 2,
2004 (Date of Inception) through March 31, 2005 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 $26,241 from inception to March 31, 2005, cash
used by operations of $31,207 and negative working capital of $14,115. 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
Certified Public Accountants
Tampa, Florida
April 13, 2005, except for the second and fifth paragraphs of Footnote 4 and
Footnote 10, as to which the date is January 18, 2006

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

Balance Sheet

March 31, 2005

ASSETS
Current assets:
Cash $ 7,310
Prepaid expenses 8,549
---------
Total current assets 15,859

Deposits 12,749
-------

Total Assets $ 28,608
=========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 5,507
Advances from shareholder 24,467
---------
Total current liabilities 29,974

Stockholders' deficit:
Common stock; $.001 par value; 500,000,000
shares authorized and 21,220,000 outstanding 21,220
Additional paid-in capital 3,655
Deficit accumulated during development stage (26,241)
---------
Total stockholders' deficit (1,366)
---------

Total liabilities & stockholders' deficit $ 28,608
=========

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

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

Statements of Operations

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

Operating expenses:
Selling, general and administrative $ 26,280
---------
26,280
------

Loss from operations 26,280

Other (expense) income:
Interest income 39
---------

Net loss before taxes (26,241)

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

Net loss $(26,241)
=========

Net loss per share $ (0.00)
============

Weighted average number
of common shares 18,645,378
=============

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

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

Statements of Changes in Stockholders' Deficit

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

Deficit
Accumulated
During Total
Common Stock Additional Development Stockholders'
Shares Amount Paid-In Capital Stage Deficit
------------- --------- --------------- ------------- -----------
Issuance of common stock for
cash, December 2004* 11,600,000 $ 11,600 - - $ 11,600

Options exercised, December 2004* 500,000 500 - - 500

Stock issued and value of options for
.acquisition deposit, December 2004* 5,000,000 5,000 2,749 - 7,749

Value of options to be issued for services - - 906 - 906

Stock issued for services,
January 2005* 2,170,000 2,170 - - 2,170

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

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

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

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

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

*All common stock issued for, or valued at $.001.

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

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

Statements of Cash Flows

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

OPERATING ACTIVITIES
Net loss $(26,241)
---------
Adjustments to reconcile net loss to net
cash used by operating activities:
Stock issued for services 2,170
Value of options for services 906

Increase in:
Prepaid expenses (8,549)
Deposits (5,000)
Increase in accounts payable 5,507
---------
Total adjustments (4,966)
---------
Net cash used by operating activities (31,207)
---------

FINANCING ACTIVITIES
Advances from shareholder 24,467
Proceeds from sale of common stock 14,050
---------
Net cash provided by financing activities 38,517
---------

NET INCREASE IN CASH 7,310

CASH AT BEGINNING OF PERIOD -
---------

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

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
AND NONCASH FINANCING ACTIVITIES:

Common stock issued for acquisition deposit $ 7,749
=========

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

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

Notes to Financial Statements

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

1. BACKGROUND INFORMATION

The Company's planned line of business will be to become the provider of the
stem cell xeno-transplantation. The Company intends to deliver our stem cell
transplants worldwide, educate and consult physicians and patients in the
clinical aspects of stem cell transplantation.

2. GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. For the period since December 2, 2004
(date of inception) through March 31, 2005, the Company has had a net loss of
$26,241 and cash used by operations of $31,207, and negative working capital of
$14,115. As of March 31, 2005, 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.
6

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

Notes to Financial Statements

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

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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.

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.

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%

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 period December 2, 2004 (date of inception) through March 31,
2005.

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

Notes to Financial Statements

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

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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. Management has not
determined the effect of the adoption of SFAS No. 123R

4. ACQUISITIONS

BIO-CELLULAR RESEARCH ORGANIZATION LLC

Effective May 1, 2005, Bio-Cellular Research Organization LLC terminated the
December 14, 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.

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

Notes to Financial Statements

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

4. ACQUISITIONS (CONTINUED)

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 a deposit in the accompanying balance sheet.

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

5. RELATED PARTY TRANSACTION

The advances 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.

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 $3,440 for the period from December 2, 2004 (Date of
Inception) through March 31, 2005.

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

Notes to Financial Statements

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

7. INCOME TAXES

Income tax expense consists of the following:
2005
---------
Taxes currently payable (receivable):
Federal $ -0-
State -0-
-----------
Change in deferred income tax expense -0-
-----------
$ -0-
===========

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

Amounts of deferred tax assets and liabilities are as follows:
Deferred Tax Asset $ 11,180
Valuation Allowance (11,180)
--------------
Total Deferred Taxes -0-
==============

Management has established a valuation allowance equal to the amount of the
deferred tax assets due to the uncertainty of the Company's realization of this
benefit.

8. STOCK OPTIONS AND WARRANTS:

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

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
Canceled or expired - - - - - -
-------------------------------------------------------------------------
Outstanding at March 31, 2005 - 5,500,000 - $0.003-0.75 - $ 0.196

Exercisable at March 31, 2005 - 2,000,000 - $0.05 - $ 0.05

These options do not nave a stated expiration date and effective May 1, 2005 all
options have been cancelled.

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

Notes to Financial Statements

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

9. CONTINGENCIES AND COMMITMENTS

The Company has entered into several consulting agreements with other companies
to provide consulting and advisory services to the Company. The agreements
provide for terms ranging from one to three years. Additionally, the consulting
agreements require payments of 3,000,000 shares of the Company's common stock.
The Company has not entered into any employment contracts to date.

Effective December 16, 2004, the Company entered into a three year consulting
agreement with PMS SA in which the Company is obligated to issued 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.

10. SUBSEQUENT EVENTS

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

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

Notes to Financial Statements

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

10. SUBSEQUENT EVENTS (CONTINUED)

shall be at a cost of $6,500 per patient per condition. The Company has
provided ICT with a $120,000 irrevocable letter of credit in ICT's favor for the
first three year's of the agreement. 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 September 1, 2005, the Company entered into a Reorganization and Stock
Purchase Agreement (the Agreement) with Altadyne, Inc., a publicly reporting
company which has no ongoing operations. Under the terms of the agreement, the
Company would merge into Altadyne and the merged entity would change its name to
Stem Cell Therapy International Inc.

Effective September 15, 2005, the Company issued 500,000 shares of the Series A
Participating Preferred Stock for $25,000.