STEMCELL GLOBAL RESEARCH INC
10SB12G/A, 2001-01-19
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 AMENDED 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


                         Stemcell Global Research, Inc.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in its charter)


           Nevada                                      88-0407473
 ------------------------------          ---------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)



9978 Washington Street, Camp Dennison, Ohio 45111
-------------------------------------------------------------------
 (Address of principal executive offices)        (zip code)


Issuer's telephone number:  (513) 831-8007
                            --------------

Securities to be registered under section 12(b) of the Act:


         Title of Each Class                    Name on each exchange on which
         to be so registered                    each class is to be registered

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


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



Securities to be registered under section 12(g) of the Act:

Common  Stock,  $0.001  par  value  per  share,  20,000,000  shares  authorized,
1,924,350 issued and outstanding as of December 31, 1999.


<PAGE>
<TABLE>
<CAPTION>


<S>                                                                                                         <C>
Part I ......................................................................................................3
                  Item 1.           Description of Business..................................................3
                  Item 2.           Management's Discussion and Analysis or Plan of
                                    Operation ..............................................................13
                  Item 3.           Description of Property.................................................14
                  Item 4.           Security Ownership of Management and Others and
                                    Certain Security Holders ...............................................14
                  Item 5.           Directors, Executives, Officers and Significant
                                    Employees...............................................................15
                  Item 6.           Executive Compensation..................................................17
                  Item 7.           Certain Relationships and Related Transactions..........................17

Part II ....................................................................................................18
                  Item 1.           Legal Proceedings.......................................................18
                  Item 2.           Market for Common Equity and Related Stockholder
Matters................18
                  Item 3.           Recent Sales of Unregistered Securities.................................19
                  Item 4.           Description of Securities...............................................19
                  Item 5.           Indemnification of Directors and Officers...............................20

Part F/S ...................................................................................................22
                  Item 1.           Financial Statements....................................................22
                  Item 2.           Changes in and Disagreements With Accountants on
                                    Accounting and Financial Disclosure.....................................22

Part III ...................................................................................................23
                  Item 1.           Index to Exhibits.......................................................23
                  Item 2.           Description of Exhibits.................................................26

                                       2
</TABLE>



<PAGE>

                                     Part I

Item 1.           Description of Business

A.       Business Development and Summary

         Stemcell Global Research,  Inc. ("STEM," "Stemcell," or the "Company"),
a Nevada corporation  incorporated on January 20, 1999, is a developmental stage
company  with a principal  business  objective  to develop  proprietary  process
technologies  and devices for a range of cell  therapy  applications,  including
stem cell  therapies  and gene  therapy.  The  Company  intends  to focus on the
investigation,  production and clinical use of preparations based on Fetal Cells
and Tissues,  including the elaboration of complex methods,  which include Fetal
Cell Transplants, for the effective treatment of many diseases. The Cell Therapy
process  involves  the  introduction  of Human  Fetal Cells into the body of the
patient,  where the cells locate their target  organs,  produce  generations  of
descendants,  perform  full  function  and thereby  fill  deficient  or weakened
functions of organs and tissues.

         The Company believes that Cell Therapy combines the advantages of a new
branch of  Transplantology  - Fetal Stem Cell  Transplantation - with the modern
achievements   of  therapy  and  the  simplicity  of  a  normal   pharmaceutical
preparations  administration.  Fetal  Stem Cell  Transplantation  is a branch of
transplantology,  related to the transplantation,  not of organs or tissues, but
of Embryo  Cells -  progenitors  of pools of Cells,  those in charge of  certain
functions and systems of the body, including: hemopoiesis, nerve, immune, muscle
and cutaneous systems.

         The  Company's  strategy  over the next  approximately  twelve  (12) to
twenty-four (24) months is to establish a consumable-based business model, focus
on established and reimbursed  therapies,  leverage  platform  technology across
multiple market opportunities and pursue strategic alliances.

B.       Business of Issuer

(1)      Principal Products and Services and Principal Markets

     Cell Therapy

         Cell therapy is the use of human cells to treat a medical disorder. The
most common types of cell therapy,  blood and platelet  transfusions,  have been
widely used for many decades. More recently, bone marrow-derived cells have been
used to restore the bone marrow and the blood and immune  system cells which are

damaged by  chemotherapy  and  radiation  therapy  during the  treatment of many
cancers.  Transplantation  of these cells is known as stem cell  therapy.  Other
cell therapies have recently been used for generating skin and cartilage  tissue
and  additional  cell  therapies  are being  developed by various  companies and
researchers  to restore  immune  system  cells as well as bone,  kidney,  liver,
vascular and neuronal tissues.

         Cell therapies require the collection of cells, either from the patient
or a suitably matched donor. These cells are typically  processed and stored for
administration to the patient.  Although cell therapy is being developed for use
in an  increasing  number  of  diseases,  widespread  application  of  new  cell
therapies  remains  limited by the  difficulties  and  expense  associated  with
current cell collection and processing procedures.  The problems of current cell
collection techniques are exemplified in the area of stem cell therapy where the
patient or donor undergoes  invasive,  time-consuming  and costly  procedures to
collect the large volume of cells currently required for effective treatment.

                                       3
<PAGE>

The Company believes an alternative to collecting the required  therapeutic dose
of cells is to grow these cells ex vivo from a small starting  volume.  However,
ex vivo cell  expansion,  when  biologically  possible,  has typically  required
costly   techniques,   facilities   and  operations  to  comply  with  FDA  good
manufacturing practices ("GMP"), which are not generally available in hospitals.
As a result,  cells needed for such  therapies  often require  specialized  cell
production facilities which use labor-intensive, manual cell culture techniques.

     Stem Cell Therapy

         Stem  cell  therapy  is used  to  treat  cancer  patients  who  undergo
chemotherapy  or  radiation  therapy  at  dose  levels  that  are  toxic  to the
hematopoietic  system,  which is  comprised  of the bone marrow and cells of the
blood and immune  systems.  The objective of stem cell therapy is to restore the
hematopoietic  system via the infusion  and  subsequent  engraftment  of healthy
cells to replace bone marrow and result in the rapid recovery of neutrophils and
platelets that have been destroyed by chemotherapy and radiation  therapy.  Stem
cell  therapy  reduces  the risk of  life-threatening  infections  and  bleeding
episodes  following  cancer  treatments.  In order to treat many  cancers,  high
intensity  chemotherapy  or  radiation  is often  required,  which may  severely
destroy   ("myeloablation")  or  partially  destroy   ("myelosuppression")   the
patient's hematopoietic system.

         Cells required for effective stem cell therapy  include stem cells,  to
replenish  depleted  bone marrow and provide a long-term  ongoing  source of the

multilineage  progenitor  cells of the blood and immune  systems,  and early and
late stage  hematopoietic  progenitor cells, to provide for rapid neutrophil and
platelet recoveries. Stromal accessory cells are believed to further augment the
growth of bone marrow.  In the adult,  all of these cell types  originate in the
bone  marrow.  These  cells are  currently  collected  from the donor or patient
directly through multiple syringe  aspirations under  anesthesia,  known as bone
marrow  collection,  or through blood apheresis  following  treatment with drugs
which  cause cells to be  released  or  mobilized  from the bone marrow into the
blood.  This latter  technique is known as a peripheral  blood  progenitor  cell
("PBPC")  collection.  Recently,  it has been  demonstrated that the blood cells
found in the umbilical cord of newborn  infants include cells effective for stem
cell  therapy.  This source of cells is being  explored by physicians as a major
new direction in stem cell therapy,  but is currently limited by difficulties in
obtaining  sufficient  quantities of these cells. Once collected,  the stem cell
mixture  is  infused  intravenously  and the stem and  stromal  accessory  cells
migrate  into the bone  cavity  where  they  engraft to form a new  marrow.  The
hematopoietic  progenitor  cell  components  of the cell mixture  provide  early
restoration of circulating white blood cells and platelets. The replenished bone
marrow will normally  provide  long-term  hematopoietic  function,  but complete
restoration  of bone  marrow  may  take  years  following  myeloablative  cancer
therapy.  When the patient's  hematopoietic system is malignant,  such as in the
case of leukemia, cells from a suitable donor are generally required in order to
avoid  reintroducing  the  disease  during  cell  infusion.  Such donor  derived
transplants are termed "allogeneic" transplants.  Procedures using cells derived
from the patient are termed "autologous" transplants.

     Stem Cell Therapy Market Opportunity

         The Company  believes  that the  benefits  of stem cell  therapy in the
treatment  of  cancer  patients  have been  well  established  over the past two
decades.  Stem cell  therapy,  in the form of bone marrow  transplantation,  was
originally used in patients who had received treatment for blood and bone marrow
cancers such as leukemia,  and genetic diseases of the blood.  However,  because
stem cell therapy has been shown to promote the rapid recovery of  hematopoietic
function,  it is now being increasingly used to enable patients with other forms
of  cancer  to  receive  high  dose or  multicycle  chemotherapy  and  radiation
treatments.  These  high  intensity  therapies  have a  greater  probability  of
eradicating dose sensitive cancers but, because of their hematopoietic toxicity,


                                       4
<PAGE>


cannot generally be given without stem cell therapy.  As a result, some patients

are treated with lower and less effective  doses,  and fewer cycles,  of therapy
than might otherwise be used.

         Stem cell  therapy  may also  enhance the  effectiveness  of blood cell
growth  factors.  The timing and extent of additional  cycles of chemotherapy is
often  limited by the  recovery of a patient's  white blood cells and  platelets
because a delayed  recovery of these cells can leave the patient  susceptible to
life-threatening  infection and bleeding episodes, and this limitation may allow
for the regrowth of residual  tumor cells.  Many cancer  patients are  routinely
treated with growth factors including G-CSF,  such as Neupogen and GM-CSF,  such
as Leukine,  which enhance the  development  of mature  circulating  white blood
cells and platelets from the early progenitor bone-marrow derived cells, thereby
decreasing the time between cycles of therapy and the  probability of infection.
However,  during high dose or multi-cycle therapy, the stem and progenitor cells
on which these  growth  factors act are often  depleted.  Without  these  cells,
growth factors have a limited or negligible effect.  Stem cell therapy generally
enhances the  effectiveness  of growth  factors by  introducing  target stem and
progenitor  cells for growth  factors to act upon such that  patients  generally
exhibit a more rapid and consistent hematopoietic recovery.

(2)      Distribution Methods of the Products or Services

         Management's  objective  is to  build  a  leadership  position  in cell
therapy  process  technology.  The primary  elements of the  Company's  business
strategy are as follows:

     Establish Consumable Based Business Model

         Management's  strategy  is  to  sell  the  Company's   technologies  to
institutions,  hospitals,  and other clinical care or commercial cell production
facilities  that are  administering  cell  therapy.  The Company plans to obtain
ongoing  revenue  from the sale of  single-use  disposable  Cell  Cassettes  and
related cell culture media and reagents,  which are utilized in individual  cell
therapy  applications.  After  cells  are  cultured  in the Cell  Cassette,  the
cassette is discarded  and a new cassette is utilized for a subsequent  patient.
Along with ongoing revenue from the sale of instruments and disposables for cell
therapy  applications,  the Company  believes it will be able to obtain  license
revenue from its stem cell therapy  applications  for its proprietary  stem cell
processes.

     Focus Initially on Established and Reimbursed Therapies

         Management  of the Company  seeks to establish the use of its processes
in the field of stem cell therapy for the treatment of toxicity  resulting  from
many cancer  therapies,  including  those for breast cancer,  lymphoma,  ovarian

cancer, germ cell cancers,  leukemias and aplastic anemias. Stem cell therapy is
a well-established and growing treatment modality in cancer therapy, and current
cell collection procedures are widely reimbursed by third party payors.

     Leverage Platform Technology Across Multiple Market Opportunities

         In addition to stem cell  therapy  applications,  the Company  believes
that its Stem Cell  technology may serve as a platform  product that can be used
to produce a variety of other cells for multiple therapeutic applications,  such
as  T-cells  for  use  in  lymphocyte  therapies,   chondrocytes  for  cartilage
replacement,  and mesenchymal  cells for use in certain solid tissue  therapies.
The Company  believes that if its technology is well established as a method for
cell production for use in stem cell therapy, the process will be positioned for
commercialization  of new  cell  and ex  vivo  gene  therapies  that  are  under
development.


                                       5
<PAGE>



     Pursue Strategic Acquisitions and Alliances

         The Company  believes that there are numerous  opportunities to acquire
other businesses with established bases, compatible operations,  experience with
additional  or emerging  Internet  services and  technologies,  and  experienced
management.  The Company believes that these acquisitions,  if successful,  will
result in synergistic opportunities,  and may increase the Company's revenue and
income growth. However, of this, the Company can give no assurance.  The Company
intends  to  seek   opportunities   to  acquire   businesses,   services  and/or
technologies  that it believes  will  complement  its business  operations.  The
Company plans to seek opportunistic  acquisitions that may provide complementary
technology, expertise or access to certain markets. In addition, the Company may
seek to acquire certain component technologies that may provide opportunities to
accelerate its service development efforts. No specific  acquisition  candidates
have  been  identified,  however,  and  no  assurance  can  be  given  that  any
transactions will be effected, or if effected, will be successful.

         In addition,  the Company may pursue strategic  alliances with partners
who have established operations. As part of these joint venture agreements,  the
Company  may make  investments  in or purchase a part  ownership  in these joint
ventures.  The Company  believes  that these  joint  venture  relationships,  if
successful,  will result in synergistic  opportunities,  allowing the Company to
gain  additional  insight,  expertise  and  penetration  in markets  where joint

venture  partners already  operate,  and may increase the Company's  revenue and
income growth. No specific joint venture  agreements have been signed,  however,
and no  assurance  can be given  that any  agreements  will be  effected,  or if
effected, will be successful.

(3)      Status of Any Announced New Product or Service

         The Company has limited operating history. The Company was organized on
January  20,  1999.   Activities   to  date  have  been  limited   primarily  to
organization,  initial  capitalization,  finding and  securing  an  appropriate,
experienced  management  team  and  board of  directors,  the  development  of a
business plan, and commencing with initial operational plans.

         As of march 31, 2000,  the  Company  has  developed  a business  plan,
recruited and retained an  experienced  management  team and board of directors,
and established  what steps need to be taken to achieve the results set forth in
this Registration  Statement.  As a start-up and development stage company,  the
Company has no new products or services to announce.

(4)      Industry Background

         The Company  estimates  that over 35,000 stem cell  therapy  procedures
were  completed  worldwide in 1995,  and that the number of such  procedures  is
growing at a compound  annual  rate of over 20%.  This growth has been driven by
encouraging  clinical results in the treatment of  dose-sensitive  solid tumors,
such as breast and ovarian  cancers.  The Company expects that stem cell therapy
procedures  will continue to grow due to increased  incidence and  prevalence of
cancer,  continued  clinical  demand for myelotoxic  cancer  treatment,  and the
increased cost effectiveness of stem cell therapy treatments.

                                       6
<PAGE>

(5)      Raw Materials and Suppliers

         Currently, the bone marrow-derived cells required for stem cell therapy
are collected  primarily  either  through the bone marrow  harvest method or the
PBPC collection method.

     Bone Marrow Harvest

         A  traditional  bone marrow  harvest is a costly and invasive  surgical
procedure in which a physician  removes  approximately  one liter of bone marrow
from a patient or donor.  This  volume of bone marrow is removed  using  needles
inserted  into the cavity of the hip bone.  The bone  marrow  harvest  procedure

typically  requires  between two to four hours of operating room time,  with the
physician often making more than 100 separate  puncture sites in the hip bone to
collect the necessary amount of bone marrow.  Due to the length of the procedure
and the trauma to the patient,  general surgical  anesthesia is administered and
the patient is typically hospitalized for a day. Frequently, the patient suffers
pain from the  procedure  for  several  days  after  being  discharged  from the
hospital.  Furthermore,  complications  resulting from the general anesthesia or
invasive nature of the procedure occur in a small  percentage of patients.  Bone
marrow harvest  provides a reliable  source of stem and stromal  accessory cells
and has been the preferred source of cells in allogeneic transplants.

     PBPC Mobilization and Collection

         PBPC  mobilization  is a newer  technique in which bone  marrow-derived
cells are harvested from a patient's or donor's  circulating blood,  rather than
from  bone  marrow.  In a PBPC  mobilization  procedure,  the  patient  receives
multiple  injections of growth  factors or cytotoxic  drugs,  or both,  over the
course of a week or more,  which cause stem and progenitor cells resident in the
bone marrow to mobilize into the circulating blood. The mobilized cells are then
collected by connecting the patient to a blood apheresis device, which draws and
returns large volumes of the patient's or donor's blood in order to  selectively
remove the  therapeutic  volume of stem and progenitor  cells.  Each  collection
procedure  typically lasts for two to six hours and is typically repeated on two
to eight consecutive  days.  Specialized  laboratory  testing over the period of
mobilization  and cell  harvesting  is necessary to determine  that a sufficient
quantity  of  desired  cells  has  been  collected,  adding  to the  cost of the
procedure.  The PBPC process has become the predominant  procedure in autologous
stem cell therapy.

     Procedure Considerations

         Although stem cell therapy is being utilized to treat more patients for
a broader  range of diseases,  its  availability  continues to be limited by the
high  costs  of  procuring  cells,  the  invasive  nature  of  traditional  cell
procurement  techniques,  and by the  technical  difficulties  related  to those
collection procedures.  The Company estimates that current costs for bone marrow
harvest and processing are approximately $10,000 to $15,000 per procedure,  with
considerable  variability  between  institutions.  The  Company  estimates  that
current costs for PBPC collection,  including  mobilization with growth factors,
are  approximately  $12,000 to $20,000 for a two to three cycle procedure,  with
considerable  variability  between  institutions  depending on the total volume,
time and  number of  aphereses  required.  Overall  costs of stem  cell  therapy
include the costs of the cell  collection  procedure,  and the costs  associated
with  supporting the patient during  post-transplant  recovery.  Post-transplant
costs include  hospitalization time,  antibiotic support,  management of adverse

reactions to the large volume cell infusions, and infusions of platelets and red
blood cells.  Any new stem cell therapy  process will  generally need to provide
similar  recovery  endpoints to be competitive with the current  procedures.  In
this regard,  PBPC procedures have gained  popularity  compared with bone marrow
harvests  because  the  number of  platelet  transfusions  is  reduced  for some
patients.


                                       7
<PAGE>


     Umbilical Cord Blood

         Umbilical  cord blood  ("UCB"),  which is collected  directly  from the
umbilical cord after delivery, without pain or risk to the infant or the mother,
is  emerging  as a new  source  of cells  for stem  cell  therapy.  UCB has been
reported  to have  stem  cell  concentrations  that are much  higher  than  that
typically  obtained from  traditional  bone marrow and PBPC collection  methods.
After  collection,  UCB is typically frozen for later use in a stem cell therapy
procedure.  Storage of UCB samples involves small volumes of cells,  compared to
typical bone marrow or PBPC storage.  Accordingly,  the costs of collection  and
storage  of UCB  cells  are  comparatively  low.  This  source  of cells is also
"tumor-free,"  such  that UCB  would be  preferred  for many  current  stem cell
therapy procedures in metastatic cancer patients.  Before UCB can become a major
supply  source for stem cell  therapy,  a  coordinated  UCB banking  system must
emerge.  In this regard,  several  organized UCB banking  institutions have been
established to date, and the group is growing in both number and size.

         One  current  disadvantage  of UCB  is the  relatively  low  number  of
available  cells.  Unlike bone marrow or PBPC harvest,  where the  collection of
more cells to meet a particular treatment is typically achievable, the number of
cells available from a UCB donor is limited.  This problem is exacerbated by the
required  cryopreservation  of the cells,  which causes a significant cell loss.
The  resultant  low cell  number is believed  to be  responsible  for the longer
hematopoietic  recovery  times observed with UCB  transplants,  as compared with
bone marrow or PBPC transplants.  Further,  because of the low cell number,  UCB
transplants are typically  restricted to small patients.  Therefore,  increasing
the number of  therapeutic  cells from a UCB sample  would  facilitate  the more
widespread  use of UCB  transplants.  The Company  believes  that  providing the
transplant  site with the capability to carry out the UCB cell expansion will be
a  major  factor  in the  increased  use of UCB  for  stem  cell  therapy  and a
significant business opportunity.

(6)      Customers

         The Company will provide cell  therapy  process  technology  to medical
industry  customers  worldwide.  The Company plans to reach these  customers via
direct mail, telemarketing, seminars, trade shows, the Internet and the referral
process.  As of March 31, 2000, no sales revenues have been generated
by the Company.  In addition, the Company does not expect to generate any sales
revenues in the foreseeable future.  The Company does not anticipate that its
revenues will be dependent, however, on any one or even a few major customers
once its revenues begin, however.

(7)      Patents,  Trademarks,   Licenses,  Franchises,   Concessions,   Royalty
Agreements, or Labor Contracts

         The Company does not currently own any patents on its technologies. New
proprietary  technological  advancements  are being  protected as trade  secrets
until  appropriate  measure can be taken for protection.  The Company  believes,
however,  that its success and  ability to compete is  dependent  in part on the
protection of its potential trademarks,  trade names, service marks, patents and
other  proprietary  rights and technology.  The Company intends to rely on trade
secret,  patent and copyright laws to protect the intellectual  property that it
plans to  develop,  but there can be no  assurance  that such laws will  provide
sufficient  protection  to the Company,  that others will not develop  products,
technology  and services that are similar or superior to those of the Company's,
or that third  parties will not copy or otherwise  obtain and use the  Company's
proprietary technology without authorization.


                                       8
<PAGE>



         Policing  unauthorized  use  of the  Company's  proprietary  and  other
intellectual  property rights, in the future,  could entail significant  expense
and could be difficult  or  impossible.  In addition,  there can be no assurance
that third  parties  will not bring  claims of  copyright,  patent or  trademark
infringement  against  the  Company  or  claim  that  certain  of the  Company's
products,  technology,  processes or features violates a patent. There can be no
assurance that third parties will not claim that the Company has misappropriated
their  creative ideas or formats or otherwise  infringed upon their  proprietary
rights.  Any  claims  of  infringement,  with or  without  merit,  could be time
consuming to defend,  result in costly litigation,  divert management attention,
require the Company to enter into costly  royalty or licensing  arrangements  to
prevent the Company from using important  technologies or methods,  any of which
could  have a  material  adverse  effect on the  Company's  business,  financial
condition or operating results.

(8)      Regulation

         The Company's research and development activities and the manufacturing
and  marketing  of the  Company's  products  may be  subject  to  the  laws  and
regulations of governmental authorities in the United States and other countries
in which its products will be marketed.  Specifically,  in the United States the
FDA, among other activities, regulates new product approvals to establish safety
and efficacy of these  products.  Governments  in other  countries  have similar
requirements for testing and marketing.  In the U.S., in addition to meeting FDA
regulations,  the Company is also  subject to other  federal  laws,  such as the
Occupational Safety and Health Act and the Environmental Protection Act, as well
as certain state laws.

     Regulatory Process in the United States

         Management anticipates the Company's products to be potentially subject
to regulation as medical devices under the Federal Food, Drug, and Cosmetic Act,
and as  biological  products  under the  Public  Health  Service  Act,  or both.
Different regulatory  requirements may apply to the Company's products depending
on how they are categorized by the FDA under these laws. The FDA is still in the
process of developing its requirements  with respect to somatic cell therapy and
gene cell therapy  products and has recently issued a draft document  concerning
the regulation of umbilical cord blood stem cell products. If the FDA adopts the
regulatory  approach  set  forth  in the  draft  document,  the FDA may  require
separate regulatory approval for such cells in some cases. The FDA also recently
proposed a new type of license,  called a biologic license application  ("BLA"),
for autologous cells  manipulated ex vivo and intended for structural  repair or
reconstruction.  This  proposal may indicate  that the FDA will extend a similar
approval  requirement to other types of autologous cellular  therapies,  such as
autologous  cells for stem  cell  therapy.  Any such  additional  regulatory  or
approval   requirements  could  significantly  delay  the  introduction  of  the
Company's product  candidates to the market,  and have a material adverse impact
on the Company.

         Approval of new medical  devices and  biological  products is a lengthy
procedure  leading from  development of a new product through  pre-clinical  and
clinical  testing.  This process takes a number of years and the  expenditure of
significant  resources.  There can be no assurance  that the  Company's  product
candidates will ultimately receive regulatory approval.

(9)      Effect of Existing or Probable Government Regulations

         Regardless of how the Company's product  candidates are regulated,  the
Federal Food,  Drug, and Cosmetic Act and other Federal statutes and regulations
govern or  influence  the  research,  testing,  manufacture,  safety,  labeling,

storage, recordkeeping,  approval, distribution, use, reporting, advertising and
promotion of such products. Noncompliance with applicable requirements can


                                       9
<PAGE>


result in civil penalties, recall, injunction or seizure of products, refusal of
the government to approve or clear product approval applications or to allow the
Company to enter into  government  supply  contracts,  withdrawal  of previously
approved applications and criminal prosecution.

(10)     Research and Development Activities

Potential Advantages of the Company's Technology

         The  Company  is in  the  process  of  developing  proprietary  process
technologies that the Company's  management  believes are pioneering the ex vivo
production of human stem and progenitor  cells. The Company  believes  potential
advantages of the Company's Stem Cell  technology  include,  but are not limited
to, the following:

     Reduced Cost

         Management  believes  the  Company's  technology  has the  potential to
replace more costly,  labor  intensive and invasive cell  collection  procedures
currently  employed  for stem cell  therapy and to reduce  physician,  staff and
patient time requirements.

     Reduced Patient and Physician Burden

         Cell production with the Company's products are expected to require the
collection of a small volume of starting material compared to current collection
procedures,   eliminating  the  requirement  for  general  surgical  anesthesia,
multiple drug injections and blood  apheresis.  Patient  benefits  include fewer
needle  sticks than with  current  cell  collection  methods and a reduction  in
overall patient  procedure time.  Additionally,  the Company's  process for cell
expansion is expected to minimize the time  requirement for physicians  compared
with bone marrow harvest.

     Enhanced Multicycle High-Dose Chemotherapy

         The long  restoration  period for the  hematopoietic  system  following
myeloablative  therapy  effectively  limits patients to one opportunity for cell

collection  prior to cancer  therapy.  The Company  believes it's technology may
enhance the practice of  multi-cycle,  high-dose  chemotherapy  by providing the
ability to produce a therapeutic dose of cells from a small starting volume. The
initial cell  collection can be divided into multiple  samples and stored frozen
until expansion at a later time is required.

     Reduced Quantity of Lymphocytes

         The Company  believes  its approach to stem cell therapy may provide an
additional benefit over current methods by depleting  potentially  harmful cells
such  as  T-cells  and  B-cells.  These  cells  are  believed  to  be  primarily
responsible for graft-versus-host  disease, a common manifestation of allogeneic
transplants  in which the grafted  donor's  cells attack the host's  tissues and
organs.

     Tumor Cell Purging

         Cancer patients with tumor  metastases,  in which the cancer has spread
to the  blood  and bone  marrow,  have not  traditionally  been  candidates  for
autologous stem cell transplants because transplant may reintroduce cancer cells
into the patient. Additionally patients may have undetected tumor cells in their
marrow or PBPC  transplant,  which can  reestablish  the  cancer in the  patient
following transplant. The Company's process may offer benefits for these groups


                                       10
<PAGE>


of patients.  The Company and other investigators seek to show that some primary
human tumor cells die or do not grow during hematopoietic cell culture. Further,
the smaller volume of starting cells used by the Company's process compared with
BMT or PBPC  transplants  shall provide  approximately  10 to 70 fold less tumor
cells in a transplant. This combination of passive depletion during culture with
the  lower  starting  volume  of tumor  cells  may  result  in a  tumor-free  or
tumor-reduced cell product for transplant.  The benefit of such tumor depletion,
if any, will vary depending upon the type of cancer and state of disease.

Additional Stem Cell and Other Cell Therapies

         The Company  believes  that its products and processes may be developed
to serve as  platform  products  for  application  in a  variety  of other  cell
therapies in addition to stem cell therapy.  The Company  believes that its Stem
Cell  technology  has the  potential  to supplant  current  manual cell  culture
methods  to  produce  therapeutic  quantities  of cell  types  such as  T-cells,

chondrocytes,  mesenchymal  cells,  keratinocytes,  neuronal cells and dendritic
cells.  Currently  such  cells  are often  produced  in  specialized  facilities
generally  using  manual  cell  culture  techniques  which  limit the  effective
commercialization  of these cell types for therapy.  Potential advantages of the
Stem Cell  processes  in these  therapies  may include:  (i) reducing  labor and
capital costs;  (ii) enhancing  process  reliability;  (iii) automating  quality
assurance; and (iv) reducing the need for environmentally controlled facilities.

         Modification  of  such  processes  and  application  of  the  Company's
products to the expansion of other cell types may require substantial additional
development  of  specialized  culture  environments  and  which  may  need to be
incorporated  within the  Company's  existing  cell  cassettes.  There can be no
assurances  that the  Company  will be able to  successfully  modify or  develop
existing or future products to enable such additional cell production processes.
Furthermore, other than a limited application of chondrocyte therapy, novel cell
therapies  are  still in early  stages  of  development  by third  parties.  The
Company's  business  opportunity is dependent upon  successful  development  and
regulatory  approval of these novel cell  therapies.  No assurance  can be given
that such novel  therapies  will be developed or approved or that the  Company's
processes  or  product  candidates  will  find  successful  application  in such
therapies.

     Immunotherapies

         Immunotherapy  involves using cells of the immune system to eradicate a
disease  target.  T-cell  lymphocytes  and  dendritic  cells are being  actively
investigated by other companies for this purpose,  and these procedures  require
ex vivo cell production.

         T-cells,  a class of lymphocyte white blood cells, play a critical role
in the human immune system and are  responsible for the human immune response in
a broad  spectrum  of  diseases,  including  cancers  and  infectious  diseases.
Cytotoxic  T-lymphocytes  ("CTLs") is a new  process  that  involves  collecting
T-cells from a patient and culturing them in an environment resulting in T-cells
with  specificity  for a particular  disease  target.  Clinical  trials by third
parties  have  been  completed   demonstrating  CTL  effectiveness  for  certain
diseases.  The ex vivo  production  of these cells under  conditions  for use in
medical treatment represents a critical step in the advancement of this therapy.

         Dendritic cells (the potent antigen  presenting  cells) are believed to
play an important role in the function of the immune system. Researchers believe
that cultured  dendritic cells could augment the natural ability of a patient to
present antigens from the infectious  agents to the immune system and aid in the
generation of a cytotoxic  T-cell response to the infectious  agent. The Company
intends to explore  application  of its products and processes for the expansion

of dendritic cells.


                                       11
<PAGE>



     Solid Tissue Cell Therapies
         One of the newest areas of cell  therapy  involves  the  production  of
chondrocytes for the restoration of cartilage.  Chondrocyte therapy involves the
surgical  removal  of a small  amount of tissue  from the  patient's  knee and a
therapeutic  quantity of chondrocytes is produced from this surgical biopsy. The
cells are then implanted into the patient's  knee.  Published  reports  indicate
that such cells then reestablish  mature articular  cartilage.  Currently,  this
cell production process is completed in highly specialized laboratory facilities
using trained scientists and manual laboratory procedures.  The Company believes
its  technology  has the  potential  to reduce  costs  associated  with the cell
production  procedure  and may  eventually  facilitate  the transfer of the cell
production capability away from specialized  facilities directly to the clinical
care sites.

     Other Stem Cell Therapies
         Autoimmune Disease.  Stem cell therapy is under clinical  investigation
for the treatment of other diseases. Clinical studies have suggested a potential
role  for  stem  cell  therapy  in  treatment  of  autoimmune  diseases  such as
rheumatoid  arthritis,  multiple sclerosis and lupus erythematosus.  The generic
cause  of  these  diseases  is a  malfunctioning  immune  system,  including  T-
lymphocytes.  Clinical trials in which the patient receives treatment  resulting
in immune ablation  (usually  involving  myelotoxic  cancer drugs or radiation),
followed by stem cell  therapy to restore the bone marrow and cells of the blood
and immune system, have demonstrated remission of the autoimmune disease in some
patients.

         Organ  Transplantation.  Recently,  a number of academic and  corporate
researchers and companies have identified the potential use of stem cell therapy
to facilitate successful solid organ and tissue transplants between human donors
and   recipients,   as  well  as  using  organs  from   non-human   species  for
transplantation  into  humans.  These  proposed  applications  are  based on the
observation that donor-specific bone marrow, infused concurrent with or prior to
the organ  transplant,  can provide for reduction of the normal immune rejection
response  by the  transplant  recipient  (e.g.  heart,  lung,  liver  or  kidney
transplants).

         A major  limitation  to the use of stem  cell  therapy  in solid  organ

transplant is the limited  availability of sufficient  amounts of bone marrow to
obtain a desired therapeutic response of immune tolerization. This limitation is
particularly  problematic  when cadaveric donor organs are available,  which has
traditionally been the source of cells for these procedures. Bone marrow is also
often available from the cadaveric donor, but only in a limited amount. Normally
this amount may be  sufficient  for one  transplant,  but a donor might  provide
multiple organs for transplant into multiple  recipients.  The Company  believes
that the ability to expand the  available  bone marrow ex vivo will  enhance the
use of stem cell therapy for such transplant procedures.


(11)     Impact of Environmental Laws

         The Company is not aware of any federal,  state or local  environmental
laws which would effect its operations.

 (12)    Employees

         As a start up company in the research and development  phase - in order
to more prudently manage the Company's limited resources,  the Company presently
has no (0) full time employees and four (4) part time  employees.  The Company's


                                       12
<PAGE>


employees are currently not  represented by a collective  bargaining  agreement,
and the Company  believes  that its relations  with its employees are good.  The
Company does not currently  pay any salaries to its part time  employees who are
officers of the Company.

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

A.       Management's Plan of Operation

(1) In its initial  operating period ended December 31, 1999,
the  Company  incurred  a net loss of  $210,072.00  for  selling,
general and administrative  expenses related to start-up operations.  It has yet
to receive any revenues  from  operations.  On January 22,  1999,  approximately
twenty  three  (23)  founding  shareholders  purchased  1,651,125  shares of the
Company's  authorized  treasury stock for cash. This original stock offering was
made pursuant to Nevada Revised Statues Chapter 90.490.  Additionally,  in March
of 1999, the Company completed an offering of two hundred seventy three thousand
two hundred and twenty five (273,225)  shares of the Common Stock of the Company

to approximately twenty eight (28) unaffiliated shareholders.  This offering was
made in reliance upon an exemption from the  registration  provisions of Section
4(2) of the Securities  Act of 1993, as amended,  pursuant to Regulation D, Rule
504 of the Act. As of the date of this filing,  the Company has one million nine
hundred twenty four thousand three hundred and fifty  (1,924,350)  shares of its
$0.001 par value common  voting stock issued and  outstanding  which are held by
approximately   fifty  one  (51)   shareholders  of  record.   Management  fully
anticipates  that the proceeds from the sale of all of the Common Shares sold in
the public offering delineated above will be sufficient to provide the Company's
capital needs for the next  approximately  six (6) months to twelve (12) months.
The Company  currently  has no  arrangements  or  commitments  for  accounts and
accounts receivable financing. There can be no assurance that any such financing
can be obtained or, if obtained, that it will be on reasonable terms.

         This is a  development  stage  company.  The Company  believes that its
initial revenues will be primarily  dependent upon the Company's ability to cost
effectively  and efficiently  provide cell therapy  process  technologies to the
medical  profession.  The Company  designates  as its  priorities  for the first
twelve  months of operations as  developing  and  emphasizing  its existing cell
therapy  technologies  to establish  its business in the  biotechnology  market.
Realization  of sales of the  Company's  products,  services  and/or  technology
during  the  fiscal  year  ending  December  31,  2000 is  vital  to its plan of
operations.  There are no  guarantees  that other cell therapy  technologies  or
products  similar to the  Company's  could not enter the market  first;  if they
enter the market first, this would  dramatically  curtail any earnings potential
for the Company.  Additionally,  a superior  competitive  technology  or product
could force the Company out of business.

      As of March 31, 2000, the Company has yet to generate any revenues.  In
addition,  the Company does not expect to generate  any  revenues  over the next
approximately twelve(12) months. This raises substantial doubt about its ability
to continue as a going concern. The company has received a going concern opinion
on its audited financial statements.

(2) No  engineering,  management or similar report has been prepared or provided
for external use by the Company in connection  with the offer of its  securities
to the public.

(3)  Management  believes that the  Company's  future growth and success will be
largely  dependent on its ability to develop or acquire  products and technology
to meet the evolving needs of its prospective  customers.  The Company  believes
that the long-term  success of its product offerings and technology will require
substantial research and development.

         The Company has yet to incur any  research and  development  costs from

January 20, 1999 (date of inception) through March 31, 2000. However, during the


                                       13
<PAGE>



fiscal and calendar  year ending  December 31, 2000,  the Company plans to incur
research and development  expenses of approximately  $10,000 with respect to its
current and future products and technology.  The cost of such activities are not
expected to be borne by the Company's customers.

(4) The  Company  currently  does  not  expect  to  purchase  or sell any of its
facilities or equipment.

(5)  Management  does not anticipate  any  significant  changes in the number of
employees over the next approximately twelve (12) months.

B.       Segment Data

         As of March 31, 2000,  no sales  revenue  has  been  generated  by the
Company.  Accordingly,  no table  showing  percentage  breakdown  of  revenue by
business segment or product line is included.

Item 3.           Description of Property

A.       Description of Property

         The Company's  corporate  headquarters  are located at 9978  Washington
Street,  Camp Dennison,  Ohio 45111.  The office space is provided by one of the
officers of the Company at no cost to the Company. The Company does not have any
additional  facilities.  Additionally,  there are currently no proposed programs
for the renovation, improvement or development of the properties currently being
utilized by the Company.

B.       Investment Policies

         Management  of the Company does not currently  have policies  regarding
the  acquisition  or sale of  assets  primarily  for  possible  capital  gain or
primarily for income.  The Company does not presently  hold any  investments  or
interests in real estate,  investments in real estate mortgages or securities of
or interests in persons primarily engaged in real estate activities.

Item 4.           Security Ownership of Management and Certain Security Holders

A.       Security Ownership of Management and Certain Beneficial Owners

         The  following  table  sets  forth  information  as of the date of this
Registration  Statement  certain  information  with  respect  to the  beneficial
ownership of the Common Stock of the Company  concerning  stock ownership by (i)
each director,  (ii) each executive officer, (iii) the directors and officers of
the  Company  as a group,  (iv)  and each  person  known by the  Company  to own
beneficially  more than five percent (5%) of the Common Stock.  Unless otherwise
indicated,  the owners have sole  voting and  investment  power with  respect to
their respective shares.

                                       14
<PAGE>


<TABLE>
<CAPTION>
                                                                                                  Amount
Title           Name and Address                                                 of shares                  Percent
of               of Beneficial                                                           held by                    of
Class          Owner of Shares                     Position                   Owner                     Class
------           --------------------                     ----------                   -----------                -------

<S>           <C>                                          <C>                        <C>                         <C>
Common   Garrell Noah, MD                    President & CEO   200,000                   10.39%

Common   Thomas Koch (custodian for
                  Christjohn Koch and
                  Kelsey Koch)                           Sec./Treas.            200,000                    10.39%

Common   Pennie Hoskins                        N/A                       200,000                    10.39%

Common   Kenneth Koch                          N/A                       200,000                   10.39%

Common   Stuart and Susan
                  Mount, JTWROS                    N/A                         200,000                  10.39%

Common   Marche Trust                          N/A                          175,000                  9.09%

Common   David A. Leytze                     Vice President            10,000                  0.52%

Common   All Executive Officers and
                  Directors as a Group (3 Persons)                              410,000                21.31%

(1)      c/o Stemcell Global Research, Inc., 9978 Washington Street, Camp Dennison, Ohio

45111.
</TABLE>

B.                Persons Sharing Ownership of Control of Shares

         No  person  other  than  Garrell  Noah,  Thomas  Koch (as  trustee  for
Christjohn Koch and Kelsey Koch), Pennie Hoskins, Kenneth Koch, and Stuart and
Susan Mount JTWROS owns or shares the power to vote ten percent (10%) or more of
the Company's securities.

C.       Non-voting Securities and Principal Holders Thereof

         The Company has not issued any non-voting securities.

D.       Options, Warrants and Rights

         There are no options,  warrants or rights to purchase securities of the
Company.

E.       Parents of the Issuer

         Under the  definition  of parent,  as including  any person or business
entity who controls  substantially  all (more than 80%) of the issuers of common
stock, the Company has no parents.

Item 5.           Directors, Executive Officers and Significant Employees

A.       Directors, Executive Officers and Significant Employees

         The names, ages and positions of the Company's  directors and executive
officers are as follows:

     Name                       Age              Position
     ----                       ---              --------

Garrell C. Noah, MD             69          President and CEO

David A. Leytze, MBA            62          Vice President

Thomas G. Koch, DC              42          Vice President of Research,
                                            Secretary and Treasurer


                                       15
<PAGE>



B.       Work Experience

         Garrell C. Noah, MD, President and CEO - Dr. Noah is a urologic surgeon
that was  educated  at the  University  of Alabama  (1955) and Emory  University
School of  Medicine  (1959).  He has  practiced  medicine  and surgery in Selma,
Alabama for the past 35 years.

         David A. Leytze,  MBA, Vice President - Mr. Leytze  graduated cum laude
from Georgetown University,  Washington DC majoring in Economics and Philosophy;
graduated  from the  University  of Chicago  Graduate  School of Business  (MBA)
majoring in Economics and Finance;  Account  Executive,  Merrill  Lynch;  built,
owned and operated the Western Hills Indoor  Tennis Club in  Cincinnati  (taught
Pete Rose how to play  tennis);  operates  David A.  Leytze  and Co.  Investment
Advisors (managing personal, corporate and retirement funds of approximately $25
million USD). Mr. Leytze has extensive  investment  banking  background in small
capitalization  finance.  Currently,  Mr.  Leytze  teaches  Money  and  Banking,
Corporate  Finance  and  Investments  at the  College of Mount  Saint  Joseph in
Cincinnati.

         Thomas G. Koch,  DC, Vice  President  of Research - Dr. Koch has served
the Company since inception. He is a graduate of Palmer College with a Bachelors
of Science and a Doctorate  of  Chiropractic  medicine.  Dr. Koch is a certified
Videofluroscopy Technician with ten years in private practice in the Seattle, WA
area. Dr. Koch is a noted and published medical research specialist and formerly
served as Founder and Vice President of Pacific Northwest Health Services.

C.       Family Relationships

         None - Not applicable.

D.       Involvement on Certain Material Legal Proceedings  During the Last Five
         Years

(1) No director, officer,  significant employee or consultant has been convicted
in a criminal proceeding, exclusive of traffic violations.

(2) No  director,  officer,  or  significant  employee has been  permanently  or
temporarily enjoined, barred, suspended or otherwise limited from involvement in
any type of business, securities or banking activities.

(3) No director, officer or significant employee has been convicted of violating
a federal or state securities or commodities law.


Item 6.           Executive Compensation

Remuneration of Directors and Executive Officers

         The Company does not  currently  have  employment  agreements  with its
executive  officers but expects to sign  employment  agreements with each in the
next  approximately six (6) months.  All executive officers of the Company prior
to March 31, 2000 did not draw a formal salary from the Company.  Over the next
twelve months, however, each executive officer is expected to draw the following
annual compensation. The Company does not currently have a stock option plan.
<TABLE>
<CAPTION>
(1)      Name of Individual                      Capacities in Which                         Annual
          or Identity of Group                      Remuneration was Recorded           Compensation
<S>                                                          <C>                                                  <C>
         Garrell C. Noah, MD                      President and CEO                          $12,000

         David A. Leytze, MBA               Vice President                                $12,000

         Thomas G. Koch, DC                 Secretary and Treasurer                 $ -

(2)      Compensation of Directors
</TABLE>

         There  were no  arrangements  pursuant  to which  any  director  of the
Company was compensated for the period from January 20, 1999 to March 31, 2000
for any service  provided as a director.  In addition,  no such  arrangement  is
contemplated for the foreseeable  future as the Company's only directors are its
current  executive  officers who are already drawing a salary for the management
of the Company.

Item 7.           Certain Relationships and Related Transactions

         Because  of the  development  stage  nature  of  the  Company  and  its
relatively recent inception,  January 20, 1999, the Company has no relationships
or transactions to disclose.

                                       16
<PAGE>

                                     Part II

Item 1.           Legal Proceedings

         The Company is not currently involved in any legal proceedings nor does

it have knowledge of any threatened litigation.

Item 2.           Market for Common Equity and Related Stockholder Matters

A.       Market Information

(1) The common stock of the Company is currently  not traded on the OTC Bulletin
Board or any other  formal or  national  securities  exchange.  Being a start-up
company, there is no fiscal history to disclose.

(2)(i)  There is  currently  no Common  Stock  which is subject  to  outstanding
options or warrants to purchase,  or securities  convertible into, the Company's
common stock.

(ii) There is currently no common stock of the Company which could be sold under
Rule 144 under the  Securities Act of 1933 as amended or that the registrant has
agreed to register for sale by security holders.

(iii)  There is  currently  no common  equity that is being or is proposed to be
publicly offered by the registrant,  the offering of which could have a material
effect on the market price of the issuer's common equity.

B.       Holders

         As of March 31, 2000, the Company had  approximately 51 stockholders of
record.

C.       Dividend Policy

         The Company has not paid any  dividends to date.  In addition,  it does
not anticipate paying dividends in the immediate  foreseeable  future. The board
of directors of the Company will review its dividend policy from time to time to
determine the  desirability  and  feasibility of paying  dividends  after giving
consideration  to  the  Company's   earnings,   financial   condition,   capital
requirements and such other factors as the board may deem relevant.

D.       Reports to Shareholders

         The Company  intends to furnish its  shareholders  with annual  reports
containing  audited financial  statements and such other periodic reports as the
Company may determine to be  appropriate  or as may be required by law. Upon the
effectiveness of this  Registration  Statement,  the Company will be required to
comply  with  periodic   reporting,   proxy   solicitation   and  certain  other
requirements by the Securities Exchange Act of 1934.


                                       17
<PAGE>

E.       Transfer Agent and Registrar

         The Transfer Agent for the shares of common voting stock of the Company
is Jo Peterson, American Securities & Trust, Inc., 12039 West Alameda Parkway,
Lakewood, CO 80228, (303) 984-4103.

Item 3.           Recent Sale of Unregistered Securities

         In April of 1999, the Company  completed a public offering of shares of
common stock of the Company pursuant to Regulation D, Rule 504 of the Securities
Act of 1933, as amended,  whereby it sold 273,225  shares of the Common Stock of
the Company to 28  unaffiliated  shareholders  of record.  The Company  filed an
original Form D with the Securities and Exchange Commission on or about April 5,
1999.  As of March 31, 2000,  the Company has  1,924,350  shares of common stock
issued and outstanding held by 51 shareholders of record.

Item 4.           Description of Securities

A.       Common Stock

(1)      Description of Rights and Liabilities of Common Stockholders

i.  Dividend  Rights - The  holders of  outstanding  shares of common  stock are
entitled to receive dividends out of assets legally available  therefore at such
times and in such amounts as the board of directors of the Company may from time
to time determine.

ii. Voting  Rights - Each holder of the  Company's  common stock are entitled to
one vote for each share held of record on all matters  submitted  to the vote of
stockholders,  including the election of directors. All voting is noncumulative,
which means that the holder of fifty  percent (50%) of the shares voting for the
election of the  directors can elect all the  directors.  The board of directors
may issue shares for consideration of previously  authorized but unissued common
stock without future stockholder action.

iii. Liquidation Rights - Upon liquidation,  the holders of the common stock are
entitled  to receive  pro rata all of the assets of the  Company  available  for
distribution to such holders.

iv.  Preemptive  Rights - Holders of common stock are not entitled to preemptive
rights.


v.  Conversion  Rights - No shares of common  stock  are  currently  subject  to
outstanding options, warrants, or other convertible securities.

vi. Redemption rights - no redemption rights exist for shares of common stock.

vii. Sinking Fund Provisions - No sinking fund provisions exist.

viii.  Further  Liability  For Calls - No shares of common  stock are subject to
further  call or  assessment  by the issuer.  The  Company has not issued  stock
options as of the date of this Registration Statement.

(2)      Potential  Liabilities  of  Common  Stockholders  to  State  and  Local
Authorities

         No material  potential  liabilities  are  anticipated  to be imposed on
stockholders under state statues.  Certain Nevada regulations,  however, require


                                       18
<PAGE>


regulation  of  beneficial  owners  of more  than 5% of the  voting  securities.
Stockholders that fall into this category, therefore, may be subject to fines in
circumstances where non-compliance with these regulations are established.

B.       Debt Securities

         The  Company  is not  registering  any  debt  securities,  nor  are any
outstanding.

C.       Other Securities To Be Registered

         The  Company  is not  registering  any  security  other than its common
stock.

Item 5.           Indemnification of Directors and Officers

         The Bylaws of the Company provide for indemnification of its directors,
officers and employees as follows:  Every director,  officer, or employee of the
Corporation  shall be  indemnified by the  Corporation  against all expenses and
liabilities,  including  counsel  fees,  reasonably  incurred by or imposed upon
him/her in connection  with any  proceeding to which he/she may be made a party,
or in which  he/she may  become  involved,  by reason of being or having  been a
director,  officer, employee or agent of the Corporation or is or was serving at

the request of the Corporation as a director,  officer, employee or agent of the
Corporation,  partnership, joint venture, trust or enterprise, or any settlement
thereof, whether or not he/she is a director,  officer, employee or agent at the
time such  expenses are  incurred,  except in such cases  wherein the  director,
officer,  employee  or  agent is  adjudged  guilty  of  willful  misfeasance  or
malfeasance in the performance of his/her duties;  provided that in the event of
a  settlement  the  indemnification  herein  shall  apply only when the Board of
Directors  approves  such  settlement  and  reimbursement  as being for the best
interests of the Corporation.

         The Bylaws of the Company further states that the Company shall provide
to any  person  who is or was a  director,  officer,  employee  or  agent of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
director,  officer,  employee or agent of the  corporation,  partnership,  joint
venture,  trust  or  enterprise,  the  indemnity  against  expenses  of a  suit,
litigation  or  other  proceedings  which  is  specifically   permissible  under
applicable Nevada law. The Board of Directors may, in its discretion, direct the
purchase of liability  insurance by way of  implementing  the provisions of this
Article.  However, the Company has yet to purchase any such insurance and has no
plans to do so.

         The Articles of  Incorporation of the Company states that a director or
officer of the corporation shall not be personally liable to this corporation or
its  stockholders  for  damages  for breach of  fiduciary  duty as a director or
officer,  but this  Article  shall not  eliminate  or limit the  liability  of a
director  or  officer  for  (i)  acts or  omissions  which  involve  intentional
misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment
of dividends.  Any repeal or modification of this Article by stockholders of the
corporation  shall be  prospective  only,  and shall not  adversely  affect  any
limitation on the personal liability of a director or officer of the corporation
for acts or omissions prior to such repeal or modification.

         The Articles of  Incorporation of the Company further states that every
person who was or is a party to, or is  threatened  to be made a party to, or is
involved  in any such  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative,  by the reason of the fact that he or she, or a
person  with whom he or she is a legal  representative,  is or was a director of
the  corporation,  or who is serving  at the  request  of the  corporation  as a
director  or  officer  of  another  corporation,  or  is a  representative  in a
partnership,  joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the


                                       19
<PAGE>


State of Nevada  from time to time  against  all  expenses,  liability  and loss
(including attorneys' fees, judgments,  fines, and amounts paid or to be paid in
a  settlement)  reasonably  incurred  or  suffered  by him or her in  connection
therewith.  Such right of indemnification shall be a contract right which may be
enforced in any manner  desired by such  person.  The  expenses of officers  and
directors  incurred in defending a civil suit or proceeding  must be paid by the
corporation  as incurred and in advance of the final  disposition of the action,
suit,  or  proceeding,  under receipt of an  undertaking  by or on behalf of the
director  or  officer to repay the amount if it is  ultimately  determined  by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation.  Such right of indemnification shall not be exclusive of any
other right of such directors, officers or representatives may have or hereafter
acquire,  and, without limiting the generality of such statement,  they shall be
entitled  to  their  respective  rights  of  indemnification  under  any  bylaw,
agreement,  vote of  stockholders,  provision of law, or  otherwise,  as well as
their rights under this article.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


                                       20
<PAGE>
<TABLE>
<CAPTION>
                                    Part F/S

Item 1.           Financial Statements

The following documents are filed as part of this report:


<S>                                                                                              <C>
  a)     Stemcell Global Research, Inc.                                                          Page

         Report of James E. Slayton, CPA                                                         F-1

         Balance Sheet as of December 31, 1999                                                       F-2

         Statement of Operations for the period from January 20, 1999 through December 31,
         1999                                                                                    F-4

         Statement of Changes in Stockholder's Equity for the period from January 20, 1999 through
         December 31, 1999                                                                           F-5

         Statement of Cash Flows for the period from January 20, 1999 through December 31,
         1999                                                                                    F-6

         Notes to Financial Statements                                                           F-7

     Report of James E. Slayton, CPA                        F-8

     Balance Sheet as at March 31, 2000                     F-9

     Statement of Operations for Period ended March 31, 2000          F-10

     Statement of Cash Flows for Period Ending March 31, 2000    F-11

     Notes to Financial Statements                          F-12

b)       Unaudited Interim Financial Statements are not provided at this time as they are
     not applicable at this time.

c)       Financial  Statements of Businesses  Acquired or to be Acquired are not
         provided at this time as they are not applicable at this time

d)       Pro-Forma  Financial  Information is not provided at this time as it is
         not applicable at this time
</TABLE>


Item 2.           Changes In and  Disagreements  With  Accountants on Accounting
and Financial Disclosure

         None -- Not Applicable.


                                       21

<PAGE>


TABLE OF CONTENTS



                                                            PAGE
<TABLE>
<C>                                                                                                                              <C>
INDEPENDENT AUDITORS' REPORT.................................................................... F 1

BALANCE SHEET - ASSETS.................................................................................... F 2

BALANCE SHEET - LIABILITIES AND SHAREHOLDER'S EQUITY.................. F 3

STATEMENT OF OPERATIONS................................................................................ F 4

STATEMENT OF STOCKHOLDERS' EQUITY......................................................... F 5

STATEMENT OF CASH FLOWS................................................................................ F 6

NOTES TO FINANCIAL STATEMENTS................................................................... F 7
</TABLE>















<PAGE>

James E. Slayton, CPA

2858 WEST MARKET STREET
SUITE C
AKRON, OHIO 44333
1-330-864-3553

INDEPENDENT AUDITORS' REPORT

Board of Directors                                June 27, 2000
Stemcell Global Research, Inc. (The Company)
Las Vegas, Nevada 89102

     I have audited the Balance Sheet of Stemcell Global Research, Inc.  (A
Development Stage Company) as of December 31, 1999, and the related Statements
of Operations, Stockholders' Equity and Cash Flows for the period January 20,
1999 (Date of Inception) to December 31, 1999.  These financial statements are
the responsibility of the Company's management.  My responsibility is to express
an opinion on these financial statements based on my audit.

     I conducted my audit in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement presentation.  An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for
my opinion.

     In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Stemcell Global Research,
Inc., (A Development Stage Company), as of December 31, 1999, and the results of
its operations and cash flows for the period January 20, 1999 (Date of
Inception) to December 31, 1999, in conformity with generally accepted
accounting principles.

     The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note 3 to
the financial statements, the Company has had limited operations and has not
generated significant revenues from planned principal operations.  This raises
substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters is also described in Note 3.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.




James E. Slayton, CPA
Ohio License ID# 04-1-15582

<PAGE>

Stemcell Global Research, Inc.

(A Development Stage Company)
BALANCE SHEET
AS AT
December 31, 1999

<TABLE>
<CAPTION>
     ASSETS


     ASSETS
<S>                                                                                                <C>
CURRENT ASSETS
Cash                                                                                                7,775.00
Money Market Account                                                               15,374.00
                                                                                                    -------------------
Total Current Assets                                                                    23,149.00

PROPERTY AND EQUIPMENT
Property and Equipment                                                                      0.00
                                                                                                    -------------------
Total Property and Equipment                                                             0.00

OTHER ASSETS
Other Assets                                                                                         0.00
                                                                                                    -------------------
Total Other Assets                                                                                0.00

                                                                                                    -------------------
TOTAL ASSETS                                                                       $23,149.00
                                                                                                    ==========

</TABLE>

See accompanying notes to financial statements
F-2-
<PAGE>

Stemcell Global Research, Inc.

(A Development Stage Company)
BALANCE SHEET
AS AT
December 31, 1999

<TABLE>
<CAPTION>
LIABILITIES & EQUITY

<S>                                                                                                 <C>
CURRENT LIABILITIES
Short Term - Notes Payable                                                            7,500.00
                                                                                                     -------------------
Total Current Liabilities                                                                 7,500.00

OTHER LIABILITIES
Convertible Notes Payable                                                           85,000.00
Accrued Interest Payable                                                               2,458.00
                                                                                                     -------------------
Total Other Liabilities                                                                 87,458.00
                                                                                                     -------------------
Total Liabilities                                                                           87,458.00

     EQUITY
Common Stock, $0.001 par value, authorized 20,000,000 shares;
issued and outstanding at December 31, 1999
1,924,350 common shares                                                            1,924.00
Additional Paid in Capital                                                         143,839.00
Retained Earnings (Deficit accumulated during
development stage)                                                                  (210,072.00)
Advances from shareholder                                                                 0.00
                                                                                                     -------------------
Total Stockholders' Equity                                                       (64,309.00)
                                                                                                     -------------------
     TOTAL LIABILITIES & OWNER'S EQUITY                 $23,149.00
                                                                                                  ==========
</TABLE>


See accompanying notes to financial statements
F-3-
<PAGE>

Stemcell Global Research, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR PERIOD
January 20, 1999 (Date of Inception) to December 31, 1999



<TABLE>
<CAPTION>
     REVENUE
<S>                                                                                                 <C>
Revenues                                                                                                      0.00
Interest Income                                                                                         374.00
                                                                                                        ----------------
     Total Revenue                                                                                     374.00

    COSTS AND EXPENSES
Selling, General and Administrative                                                210,446.00
                                                                                                       ----------------
     Total Costs and Expenses                                                           210,446.00
                                                                                                       ----------------
          Net Income or (Loss) before taxes                                       (210,072.00)
          Income Tax Expense                                                                        0.00
                                                                                                       =========
          Net Ordinary Income or (Loss)                                           (210,072.00)
Weighted average
number of common
shares outstanding                                                                             1,881,856


 Basic Net Loss Per Share                                                                        (0.11)

</TABLE>



See accompanying notes to financial statements
F-4-

<PAGE>




Stemcell Global Research, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR PERIOD
January 20, 1999 (Date of Inception) to December 31, 1999

<TABLE>
<CAPTION>
                                                                                                                    Deficit
                                                                                                              accumulated      Total
                        Common                                Additional                           during        Stockholder's
                        Stock                                      paid-in             Note           development       Equity
                        Shares              Amount          capital     Receivable          stage

----------------------------------------------------------------------------------------------------------------------
<S>                   <C>                 <C>              <C>                    <C>             <C>            <C>
January 21, 1999
Issued for cash and
cancellation of debt to
shareholders      1,651,125       1,651.00       7,500.00                                                      9,151.00

March 9, 1999
Issued for cash and
services rendered
                            273,225           273.00    136,339.00            5,000.00                        141,612.00

July 1, 1999 received
cash for note                                                                           (5,000.00)                        (5,000.00)

Net Profit
January 21,1999
(inception) to
December 31, 1999                                                                                   (210,072.00)(210,072.00)
----------------------------------------------------------------------------------------------------------------------
Balances as at
 December 31,1999
                         1,924,350      $1,924.00   $143,839.00                $0.00 ($210,072.00)($64,309.00)
==================================================================
</TABLE>
See accompanying notes to financial statements
F-5-

<PAGE>


Stemcell Global Research, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR PERIOD
January 20, 1999 (Date of Inception) to December 31, 1999

<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                                           <C>
Net (loss) from operations                                                                        ($210,072.00)
Adjustments to reconcile net income to net cash provided
Increase in interest payable                                                                              2,458.00
Services rendered for stock                                                                            45,562.00
                                                                                                                  -----------------
     Net Cash provided by Operating Activities                                          (162,052.00)

CASH FLOWS FROM INVESTING ACTIVITIES
                                                                                                                  -----------------
     Net cash used by investing activities                                                                 0.00

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock                                                                              95,201.00
Cash received from convertible note payable                                             127,500.00
Repayments on convertible note payable                                                    (42,500.00)
Collection of Note Receivable for Common Stock Subscriptions                 5,000.00
                                                                                                                  ----------------
     Net cash provided by financing activities                                             185,201.00

     Net increase (decrease)  in cash                                                              23,149.00
     Balance as at end of period                                                                     23,149.00
</TABLE>





See accompanying notes to financial statements
F-6-


<PAGE>



Stemcell Global Research, Inc.

(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

     The Company was organized January 20, 1999 (Date of Inception) under the
laws of the State of Nevada, as Stemcell Global Research, Inc. (The Company) has
no operations and in accordance with SFAS #7, the Company is considered a
development stage company.  The Company has 20,000,000 shares of $.001 par value
stock authorized.

     On January 21, 1999, the Company issued 1,651,125 Shares of its $0.001 par
value common stock for cash of $1,651.13 and cancellation of a $7,500.00 loan
from a founding shareholder for corporate consulting costs.

     On March 9, 1999, the Company completed a public offering that was exempt
from federal registration pursuant to Regulation D, Rule 504 of the Securities
Act of 1933 as amended, and exempt from state registration pursuant to various
state securities transaction exemptions.  The Company sold 273,225 shares of
Common Stock at a price of $0.50 per share for a total amount raised of
$136,612.50.  The Company received cash in the amount of $93,535.00, a note
receivable in the amount of $5,000.00 and exchange for services rendered in the
amount of $38,062.50.

     On September 25, 1999 a convertible promissory note was signed with
Atlantique Capital Group, Inc. At December 31, 1999, the amount of the note
was $85,000.00 at a per annum rate of 12%.

     There have been no other issuances of equity or Common Stock.


NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

     Accounting policies and procedures have not been determined except as
follows:

     1.  The Company uses the accrual method of accounting.

     2.  The cost of organization was expensed when incurred.

     3.  Basic earnings per share is computed using the weighted average number
of shares of common stock outstanding.  Diluted earnings per share were not
include as the inclusion of convertible notes would be anti-dilutive and all
contingencies for conversion have not occurred.

     4.  The Company has not yet adopted any policy regarding payment of
dividends.  No dividends have been paid since inception.

     5.  The cost of equipment is depreciated over the estimated useful life of
the equipment utilizing the straight line method of depreciation.  There was
no depreciation during this operating period.  There was no equipment
purchased through December 31, 1999.

     6.  The Company has adopted December 31 as its fiscal year end.


F-7-
Stemcell Global Research, Inc.

(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES - CONTINUED


     7.  The Company experienced losses for its first operating period January
20, 1999 (Date of inception) to December 31, 1999.  The Company will
review its need for a provision for federal income tax after each operating
quarter and each period for which a statement of operations is issued.
The net operating losses will begin to expire in the year 2014.

     8.  The Company records its inventory at cost.  There was no
inventory through December 31, 1999.

     9.  The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make estimates
and assumptions which affect the reported amounts of assets and liabilities
as at the date of the financial statements and revenues and expenses for the
period reported.  Actual results may differ from these estimates.

     10.  The Company's Statement of Cash Flows is reported utilizing
cash (currency on hand and demand deposits) and cash equivalents
(short-term, highly liquid investments).  The Company's Statement
of Cash Flows is reported utilizing the indirect method of reporting cash
flows.

Schedule of noncash financing activities

Services received in exchange for common stock    45,562.00
Note receivable for common stock                             5,000.00

                                                                      50,562.00


     11.  The Company will review its long-lived assets and certain
identifiable intangible assets for impairment at the end of each
operating period reported.  The Company will report these assets
at recoverable costs.

     NOTE 3 - GOING CONCERN

     The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  However, the Company has not generated
any revenues from its planned principal operations through December 31, 1999.
Without realization of additional capital, it would be unlikely for the Company
to continue as a going concern.  It is management's plan to secure additional
capital through loans and or private placements.

F-8-




Stemcell Global Research, Inc.
<PAGE>



(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE 4 - RELATED PARTY TRANSACTION

     Office services are provided without charge by a director.  Such costs are
immaterial to the financial statements and, accordingly, have not been
reflected therein. The officers and directors of the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities.  If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interests.  The Company has not formulated a policy for the
resolution of such conflicts.

NOTE 5 - WARRANTS AND OPTIONS

     There are no warrants or options outstanding to acquire any additional
shares of common stock.

NOTE 6 - YEAR 2000 ISSUE

     The Year 2000 issue arises because many computerized systems use two
digits rather than four to identify a year.  Date-sensitive systems may
recognize the year 2000 as 1900 or some other date, resulting in errors when
information using year 2000 dates is processed.  In addition, similar problems
may arise in systems which use certain dates in 1999 to represent something
other than a date.  The effects of the Year 2000 issue may be experienced before
on, or after January 1, 2000 and if not addressed, the impact on operations and
financial reporting may range from minor errors to significant systems failure
which could affect an entity's ability to conduct normal business operations.
It is not possible to be certain that all aspects of the Year 2000 issue
affecting the entity, including those related to the efforts of customers,
suppliers, or other third parties will be fully resolved.


NOTE 7 - LONG TERM COMMITMENTS

     The Company neither owns or leases any real or personal property.

NOTE 8-CONVERTIBLE NOTES PAYABLE

     The Company has issued $122,500.00 in convertible notes payable by
September 25, 1999. $42,000 of which was paid back during the period at
12% per annum.  The notes have a ninety day term which may be
automatically renewed by the Company.  The note is convertible at the
Holder's option at the price of $.50 per share, the fair market value of
the Company's 504 offering, with demand registration rights and first right
of refusal to sell these shares into the Company's first secondary public
offering.  The notes are not with a related party.  The Company also
agrees to issue an additional 50,000 shares to the maker of the note, ninety
days after the final advance of funds schedule on March 22, 2000.  The
conversion rate is based on the fair market value of the Company's
common stock at the time the notes were negotiated.

NOTE 9 - NOTES PAYABLE

     Greensoft Corporation paid for corporate consulting when the Company
was being organized.  This was repaid to Atlantique Capitla, which repaid
Greensoft Corporation.


<PAGE>

James E. Slayton, CPA

2858 WEST MARKET STREET
SUITE C
AKRON, OHIO 44333
1-330-864-3553

INDEPENDENT AUDITORS' REPORT

Board of Directors                                June 27, 2000
Stemcell Global Research, Inc. (The Company)
Las Vegas, Nevada 89102

     I have reviewed the accompanying Balance Sheet of Stemcell Global Research,
Inc. (A Development Stage Company) as of March 31, 2000, and related statements
of income, retained earnings, and cash flows in accordance with Statements on
Standards for Accounting and Review Services issued by the American Institute
of Certified Public Accountants.  All information included in these financial
statements is the representation of the management of Stemcell Global
Research, Inc.

     A review consists principally of inquiries of company personnel and
analytical procedures applied to financial data.  It is substantially less in
scope than an audit in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly, I do not express such an opinion.

     Based on my review, I am not aware of any material modifications that
should be made to the accompanying financial statements in order for them to be
in conformity with generally accepted accounting principles.



James E. Slayton, CPA
Ohio License ID# 04-1-15582








                              F-9



Stemcell Global Research, Inc.


<PAGE>
(A Development Stage Company)
BALANCE SHEET
AS AT
March 31, 2000




     ASSETS


<TABLE>
<CAPTION>

     ASSETS              March 31,      December 31,
               2000      1999
<S>                 <C>       <C>
CURRENT ASSETS
Cash                18,459.00                          7,775.00
Money Market Account          60,455.00                        15,374.00
                    -----------------                      -------------------
Total Current Assets          78,914.00                        23,149.00

PROPERTY AND EQUIPMENT
Property and Equipment            0.00                                 0.00
                    -----------------                       -------------------
Total Property and Equipment                0.00                                 0.00

OTHER ASSETS
Other Assets            0.00                                 0.00
                    -----------------                       -------------------
Total Other Assets                     0.00                                  0.00

                    -----------------                       -------------------
TOTAL ASSETS             78,914.00                      $23,149.00
                    =========                      ==========

</TABLE>










See accompanying notes to financial statements
F-10-

<PAGE>

Stemcell Global Research, Inc.
(A Development Stage Company)
BALANCE SHEET
AS AT
March 31, 2000



LIABILITIES & EQUITY

<TABLE>
<CAPTION>
                    March 31,      December 31,
                    2000      1999
<S>                 <C>       <C>

CURRENT LIABILITIES
Accounts Payable              $0.00                      $0.00
               ------------------                     -------------------
Total Current Liabilities            0.00                                       0.00

OTHER LIABILITIES
Convertible Notes Payable              163,000.00                           85,000.00
Accrued Interest Payable                   5,848.00                                2,458.00
               ------------------                     -------------------
Total Other Liabilities      168,848.00                           87,458.00
               ------------------                     -------------------
Total Liabilities            168,848.00                           87,458.00

     EQUITY
Common Stock, $0.001 par value, authorized
20,000,000 shares;  issued and outstanding at
March 31, 2000 1,924,350 common shares        1,924.00                   1,924.00
Additional Paid in Capital        143,839.00                         143,839.00
Retained Earnings (Deficit accumulated
during development stage)                                     (235,697.00)                        (210,072.00)
Advances from shareholder                                                    0                                     0.00
               ------------------                               -------------------
Total Stockholders' Equity         (89,934.00)                             (64,309.00)
               ------------------                     -------------------
  TOTAL LIABILITIES & OWNER'S EQUITY      78,914.00                            $23,149.00
               ==========                         ==========

</TABLE>









See accompanying notes to financial statements
F-11-

<PAGE>

Stemcell Global Research, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR PERIOD
March 31, 2000 (unaudited) and March 31, 1999 (unaudited)




<TABLE>
<CAPTION>
     REVENUE                                 March 31,           March
31,
                                        2000           1999
                                        (Unaudited)         (Unaudited)
<S>                                     <C>            <C>
Revenues                                  0.00                     0.00
Interest Income                    45.00                      0.00
                                  ---------------       ----------------
     Total Revenue       45.00                      0.00

    COSTS AND EXPENSES
Selling, General and Administrative                  25,670.00            18,160.00
                                 ---------------        ----------------
     Total Costs and Expenses              25,670.00            18,160.00
                                  ---------------       ----------------
          Net Income or (Loss) before taxes       (25,625.00)            (18,160.00)
          Income Tax Expense                                      0.00                       0.00
                                  =========         =========
          Net Ordinary Income or (Loss)             (25,625.00)          (18,160.00)
Weighted average
number of common
shares outstanding                            1,890,361               1,754,283


 Basic Net Loss Per Share                                                  (0.01)                            (0.01)








See accompanying notes to financial statements
F-12-



<PAGE>
Stemcell Global Research, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR PERIOD ENDING
March 31, 2000



CASH FLOWS FROM OPERATING ACTIVITIES
                    March 31, 2000       March 31, 1999
Net (loss) from operations                   ($25,625.00)         ($17,500.00)
Adjustments to reconcile net income to net cash
provided
Increase in interest payable                       3,390.00                   0.00

                               --------------------    ------------------------
     Net Cash provided by Operating Activities       (22,235.00)         (17,500.00)

CASH FLOWS FROM INVESTING ACTIVITIES
                               --------------------    ------------------------
     Net cash used by investing activities                 0.00                     0.00

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock                                  0.00                      0.00
Cash received from convertible note payable       78,000.00            17,500.00
                               --------------------    ------------------------
     Net cash provided by financing activities         78,000.00            17,500.00
     Balance at beginning of period                    23,149.00                     0.00
     Net increase (decrease)  in cash                  55,765.00                     0.00
     Balance as at end of period                  78,914.00                     0.00










See accompanying notes to financial statements
F-13-


<PAGE>

Stemcell Global Research, Inc.

(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

     The Company was organized January 20, 1999 (Date of Inception)  under the laws of the
State
of Nevada, as Stemcell Global Research, Inc. (The Company) has no operations and in
accordance
with SFAS #7, the Company is considered a development stage company.  The Company has
20,000,000 shares of $.001 par value stock authorized.

     On January 21, 1999, the Company issued 1,651,125 Shares of its $0.001 par value
common
stock for cash of $1,651.13 and cancellation of a $7,500.00 loan from a founding shareholder for
corporate consulting costs.

     On March 9, 1999, the Company completed a public offering that was exempt from
federal
registration pursuant to Regulation D, Rule 504 of the Securities Act of 1933 as amended, and
exempt
from state registration pursuant to various state securities transaction exemptions.  The Company
sold 273,225 shares of Common Stock at a price of $0.50 per share for a total amount raised of
$136,612.50.  The Company received cash in the amount of $93,535.00, a note receivable in the
amount of $5,000.00 and exchange for services rendered in the amount of $38,062.50.

     On March 29, 2000 a convertible promissory note was signed with Atlantique Capital
Group,
Inc. in the amount of $163,000.00 at a per annum rate of 12%.

     There have been no other issuances of equity or Common Stock.


NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

     Accounting policies and procedures have not been determined except as follows:

     1.  The Company uses the accrual method of accounting.

     2.  The cost of organization was expensed when incurred.

     3.  Basic earnings per share is computed using the weighted average number of shares of
common stock outstanding.  Diluted earnings per share were not include as the inclusion of
convertible notes would be anti-dilutive and all contingencies for conversion have not occurred.

     4.  The Company has not yet adopted any policy regarding payment of dividends.  No
dividends have been paid since inception.

     5.  The cost of equipment is depreciated over the estimated useful life of the equipment
utilizing the straight line method of depreciation.  There was no depreciation during this
operating
period.  There was no equipment purchased through March 31, 2000.


F-14-


<PAGE>


Stemcell Global Research, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES - CONTINUED


     6.  The Company experienced losses for its first operating period January 20, 1999 (Date
of
inception) to December 31, 1999.  The Company will review its need for a provision for federal
income
tax after each operating quarter and each period for which a statement of operations is issued.
The
net operating losses will begin to expire in the year 2014.

     7.  The Company has adopted December 31 as its fiscal year end.

     8.  The Company records its inventory at cost.  There was no inventory through
March 31, 2000.

     9.  The preparation of financial statements in conformity with generally accepted
 accounting principles requires that management make estimates and assumptions which
affect the reported amounts of assets and liabilities as at the date of the financial
statements and revenues and expenses for the period reported.  Actual results may
differ from these estimates.

     10.  The Company's Statement of Cash Flows is reported utilizing cash
(currency on hand and demand deposits) and cash equivalents (short-term, highly liquid
 investments).  The Company's Statement of Cash Flows is reported utilizing the
indirect method of reporting cash flows.

Schedule of noncash financing activities

Loan cancelled in exchange for stock    7,500.00
Services received in exchange for common stock    45,562.00
Note receivable for common stock   5,000.00

                         58,062.00



     11.  The Company will review its long-lived assets and certain identifiable
intangible assets for impairment at the end of each operating period reported.  The
Company will report these assets at recoverable costs.

     NOTE 3 - GOING CONCERN

     The Company's financial statements are prepared using the generally accepted accounting
principles applicable to a going concern, which contemplates the realization of
assets and liquidation of liabilities in the normal course of business.  However, the
Company has not generated any revenues from its planned principal operations through
March 31, 2000.  Without realization of additional capital, it would be unlikely for the
Company to continue as a going concern.  It is management's plan to secure additional
capital through loans and or private placements.

F-15-



<PAGE>


Stemcell Global Research, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE 4 - RELATED PARTY TRANSACTION

     Office services are provided without charge by a director.  Such costs are
immaterial to the financial statements and, accordingly, have not been reflected therein.
The officers and directors of the Company are involved in other business activities and
may, in the future, become involved in other business opportunities.  If a specific business
opportunity becomes available, such persons may face a conflict in selecting between the
Company and their other business interests.  The Company has not formulated a policy for
the resolution of such conflicts.

NOTE 5 - WARRANTS AND OPTIONS

     There are no warrants or options outstanding to acquire any additional shares of
common stock.

NOTE 6 - LONG TERM COMMITMENTS

     The Company neither owns or leases any real or personal property.

NOTE 7-CONVERTIBLE NOTES PAYABLE

     The Company has issued $163,000.00 in convertible notes payable
at 12% per annum.  The notes have a ninety day term which may be
automatically renewed by the Company.  The notes are convertible at the
Holder's option at the price of $.50 per share, the fair market value of the
Company's 504 offering, with demand registration rights and first right of
refusal to sell these shares into the Company's first secondary public offering.
The notes are not with a related party.  The Company also agrees to issue an
additional 50,000 shares to the maker of the note, ninety days after the final
advance of funds scheduled on March 22, 2000.  The conversion rate is based
on the fair market value of the Company's common stock at the time the notes
were negotiated.  The Company was originally advanced $122,500.00 in 1999,
of which they had repaid $42,000.00 by December 31, 1999.  The current
balance of $163,000.00 reflects additional advances made through March 31, 2000.




**END PART F/S
<PAGE>

                                    Part III

Item 1.           Index to Exhibits (Pursuant to Item 601 of Regulation SB)

Exhibit
Number            Name and/or Identification of Exhibit
- ------            -------------------------------------

1.                Underwriting Agreement

                           Not applicable

2.                Plan of Acquisition, Reorganization, Arrangement, Liquidation,
                  or Succession

                           Not applicable

3.                Articles of Incorporation & By-Laws

(a)      Articles of Incorporation of the Company filed January 20, 1999

(b)      By-Laws of the Company adopted January 21, 1999

4.                Instruments Defining the Rights of Security Holders

                           No instruments other than those included in Exhibit 3

5.                Opinion on Legality

                           Not applicable

6.                No Exhibit Required

                           Not applicable

7.                Opinion on Liquidation Preference

                           Not applicable

8.                Opinion on Tax Matters

                           Not applicable

9.                Voting Trust Agreement and Amendments

                           Not applicable

10.               Material Contracts

                           Not applicable


                                       22
<PAGE>



Exhibit
Number            Name and/or Identification of Exhibit
- ------            -------------------------------------

11.               Statement Re Computation of Per Share Earnings

                           Not  applicable - Computation  of per share  earnings
                           can be  clearly  determined  from  the  Statement  of
                           Operations in the Company's financial statements

12.               No Exhibit Required

                           Not applicable

13.               Annual or Quarterly Reports - Form 10-Q

                           Not applicable

14.               Material Foreign Patents

                           None.  Not applicable

15.               Letter on Unaudited Interim Financial Information

                           Not applicable

16.               Letter on Change in Certifying Accountant

                           Not applicable

17.               Letter on Director Resignation

                           Not applicable

18.               Letter on Change in Accounting Principles

                           Not applicable

19.               Reports Furnished to Security Holders

                           Not applicable

20.               Other Documents or Statements to Security Holders

                           None - Not applicable

21.               Subsidiaries of Small Business Issuer

                           None - Not applicable


                                       23
<PAGE>



Exhibit
Number            Name and/or Identification of Exhibit
- ------            -------------------------------------

22.               Published  Report  Regarding  Matters  Submitted  to  Vote  of
                  Security Holders

                           Not applicable

23.               Consent of Experts and Counsel

                           Consents of independent public accountants

24.               Power of Attorney

                           Not applicable

25.               Statement of Eligibility of Trustee

                           Not applicable

26.               Invitations for Competitive Bids

                           Not applicable

27.               Financial Data Schedule

                           Financial  Data Schedule of Stemcell  ending April 6,
                           1999

28.               Information   from  Reports   Furnished  to  State   Insurance
                  Regulatory Authorities

                           Not applicable

29.               Additional Exhibits

                           Not applicable


                                       24
<PAGE>

Item 2.           Description of Exhibits
Exhibit

Number            Name and/or Identification of Exhibit
- ------            -------------------------------------

1.                Underwriting Agreement

                           Not applicable

2.                Plan of Acquisition, Reorganization, Arrangement, Liquidation,
                  or Succession

                           Not applicable

3.                Articles of Incorporation & By-Laws

(a)      Articles of Incorporation of the Company filed January 20, 1999
(b)      By-Laws of the Company adopted January 21, 1999

4.                Instruments Defining the Rights of Security Holders

                           No instruments other than those included in Exhibit 3

5.                Opinion on Legality

                           Not applicable

6.                No Exhibit Required

                           Not applicable

7.                Opinion on Liquidation Preference

                           Not applicable

8.                Opinion on Tax Matters

                           Not applicable

9.                Voting Trust Agreement and Amendments

                           Not applicable

10.               Material Contracts

                           Not applicable


                                       25
<PAGE>



Exhibit
Number            Name and/or Identification of Exhibit
- ------            -------------------------------------

11.               Statement Re Computation of Per Share Earnings

                           Not  applicable - Computation  of per share  earnings
                           can be  clearly  determined  from  the  Statement  of
                           Operations in the Company's financial statements

12.               No Exhibit Required

                           Not applicable

13.               Annual or Quarterly Reports - Form 10-Q

                           Not applicable

14.               Material Foreign Patents

                           None.  Not applicable

15.               Letter on Unaudited Interim Financial Information

                           Not applicable

16.               Letter on Change in Certifying Accountant

                           Not applicable

17.               Letter on Director Resignation

                           Not applicable

18.               Letter on Change in Accounting Principles

                           Not applicable

19.               Reports Furnished to Security Holders


                           Not applicable

20.               Other Documents or Statements to Security Holders

                           None - Not applicable

21.               Subsidiaries of Small Business Issuer

                           None - Not applicable


                                       26
<PAGE>



Exhibit
Number            Name and/or Identification of Exhibit
- ------            -------------------------------------

22.               Published  Report  Regarding  Matters  Submitted  to  Vote  of
                  Security Holders

                           Not applicable

23.               Consent of Experts and Counsel

                           Consents of independent public accountants

24.               Power of Attorney

                           Not applicable

25.               Statement of Eligibility of Trustee

                           Not applicable

26.               Invitations for Competitive Bids

                           Not applicable

27.               Financial Data Schedule

                           Financial  Data Schedule of Stemcell  ending April 6,
                           1999

28.               Information   from  Reports   Furnished  to  State   Insurance
                  Regulatory Authorities

                           Not applicable

29.               Additional Exhibits

                           Not applicable


                                       27
<PAGE>






                                   SIGNATURES

         In accordance  with Section 12 of the Securities  Exchange Act of 1934,
the registrant caused this registration  statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

                         Stemcell Global Research, Inc.
- --------------------------------------------------------------------------------
                                  (Registrant)

Date:    January 19, 2001
         ------------

By:      /s/ Dr. Garrell Noah
         --------------------
         Dr. Garrell Noah, Chairman of the Board, President and Chief Executive
         Officer
         ----------------------------------------------------------------------

By:      /s/ David Leytze
         --------------------
         David Leytze, Director, Vice President, CFO, Secretary/Treasurer
         ----------------------------------------------------------------




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