UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                 CITYPLACEWASHINGTON, STATED.C. POSTALCODE20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                        APRIL 22, 2008 (APRIL 19, 2008)
                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

                      STEM CELL THERAPY INTERNATIONAL, INC
                      ------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                     NEVADA
                                     ------
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)

                000-51931                      88-0374180
                ---------                      ----------
         (COMMISSION FILE NUMBER)     (IRS EMPLOYER IDENTIFICATION NO.)


                 203 N. LOIS AVENUE, 9TH FLOOR, TAMPA, FL 33607
                 ----------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)

                                 (813) 600-4088
                                 --------------
              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:

                                      N/A
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions

[ ]  Written  communications  pursuant  to Rule 425 under the Securities Act (17
CFR  230.425)

[ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ]  Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
Exchange  Act  (17  CFR  240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
Exchange  Act  (17  CFR  240.13e-4(c))



ITEM  1.01.  ENTRY  INTO  A  MATERIAL  DEFINITIVE  AGREEMENT

On  April  22, 2008, Stem Cell Therapy International, Inc., a Nevada corporation
("SCII"),  entered into an Amendment (the "Amendment") to the Reorganization and
Stock  Purchase  Agreement  (the  "Agreement")  entered into with Histostem Co.,
Ltd.,  a  Korean  company ("Histostem") on March 10, 2008. The Amendment amended
the recitals and paragraphs 2(b), 3(g), 5, 6(d), 6 (j)(3), and 9(d).

ITEM  9.01  FINANCIAL  STATEMENTS  AND  EXHIBITS

(c)  Exhibits.

10.37  Amendment  No.  1  to Reorganization and Stock Purchase Agreement between
       Stem Cell Therapy International, Inc., and Histostem Co., Ltd.

                                   SIGNATURES

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


                     STEM CELL THERAPY INTERNATIONAL, INC.
                                  (Registrant)

Dated:  April 22,  2008                By:  /s/Calvin  Cao
                                            -------------------
                                            Calvin  Cao
                                            Chief  Executive  Officer