U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

                         COMMISSION FILE NUMBER  0-27675

                                  (CHECK ONE):
                   [X] FORM 10-K AND FORM 10-KSB [ ] FORM 11-K
           [ ] FORM 20-F [ ] FORM 10-Q AND FORM 10-QSB [ ] FORM N-SAR

                      FOR PERIOD ENDED: June 30, 2006

               [ ] TRANSITION REPORT ON FORM 10-K AND FORM 10-KSB
                       [ ] TRANSITION REPORT ON FORM 20-F
                       [ ] TRANSITION REPORT ON FORM 11-K
               [ ] TRANSITION REPORT ON FORM 10-Q AND FORM 10-QSB
                       [ ] TRANSITION REPORT ON FORM N-SAR

                        FOR THE TRANSITION PERIOD ENDED:

     READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
                                      TYPE.

NOTHING  IN  THIS  FORM  SHALL  BE  CONSTRUED  TO  IMPLY THAT THE COMMISSION HAS
VERIFIED  ANY  INFORMATION  CONTAINED  HEREIN.

IF  THE  NOTIFICATION RELATES TO A PORTION OF THE FILING CHECKED ABOVE, IDENTIFY
THE  ITEM(S)  TO  WHICH  THE  NOTIFICATION  RELATES:

                                PART I REGISTRANT
                                   INFORMATION


FULL  NAME  OF  REGISTRANT    STEM CELL THERAPY INTERNATIONAL,  INC.
                              --------------------------------------

FORMER  NAME  IF  APPLICABLE
                                  -------------------------------

ADDRESS  OF  PRINCIPAL  EXECUTIVE
OFFICES  (STREET  AND  NUMBER)       2203 N LOIS AVENUE, 9TH FLOOR

CITY,  STATE  AND  ZIP  CODE          TAMPA, FLORIDA  33607



                                     PART II
                             RULE 12B-25(B) AND (C)

IF  THE SUBJECT REPORT COULD NOT BE FILED WITHOUT UNREASONABLE EFFORT OR EXPENSE
AND  THE  REGISTRANT  SEEKS  RELIEF  PURSUANT  TO RULE 12B-25 (B), THE FOLLOWING
SHOULD  BE  COMPLETED.  (CHECK  APPROPRIATE  BOX)

/X/  (A)  THE  REASONS  DESCRIBED  IN REASONABLE DETAIL IN PART III OF THIS FORM
COULD  NOT  BE  ELIMINATED  WITHOUT  UNREASONABLE  EFFORT  OR  EXPENSE;

/X/ (B) THE SUBJECT ANNUAL REPORT, SEMI-ANNUAL REPORT, TRANSITION REPORT ON FORM
10-K,  10-KSB,  20-F, 11-K OR FORM N-SAR, OR PORTION THEREOF WILL BE FILED ON OR
BEFORE  THE  15TH CALENDAR DAY FOLLOWING THE PRESCRIBED DUE DATE; OR THE SUBJECT
QUARTERLY  REPORT  OR TRANSITION REPORT ON FORM 10-Q, 10-QSB, OR PORTION THEREOF
WILL  BE  FILED ON OR BEFORE THE FIFTH CALENDAR DAY FOLLOWING THE PRESCRIBED DUE
DATE;  AND

/  /  (C) THE ACCOUNTANT'S STATEMENT OR OTHER EXHIBIT REQUIRED BY RULE 12B-25(C)
HAS  BEEN  ATTACHED  IF  APPLICABLE.

                                    PART III
                                    NARRATIVE

STATE BELOW IN REASONABLE DETAIL THE REASONS WHY FORMS 10-K, 10-KSB, 11-K. 20-F,
10-Q,  10-QSB,  N-SAR,  OR THE TRANSITION REPORT OR PORTION THEREOF COULD NOT BE
FILED  WITHIN  THE  PRESCRIBED  TIME  PERIOD.  (ATTACH  EXTRA SHEETS IF NEEDED.)

THE REGISTRANT HAS EXPERIENCED DELAYS IN COMPLETING ITS FINANCIAL STATEMENTS FOR
THE  QUARTER  ENDED  JUNE 30, 2006  AS  THE  REGISTRANT'S AUDITOR HAS NOT HAD
SUFFICIENT  TIME  TO CONDUCT A REVIEW. AS A RESULT, THE REGISTRANT IS DELAYED IN
FILING  ITS  FORM  10-QSB  FOR  THE  QUARTER  ENDED  JUNE 30, 2006.

                                     PART IV
                                OTHER INFORMATION

(1)  NAME  AND  TELEPHONE  NUMBER  OF  PERSON  TO  CONTACT  IN  REGARD  TO  THIS

NOTIFICATION

M.  RICHARD  CUTLER                      706                    737-6600
-----------------                   ---------             ----------------
     (NAME)                        (AREA  CODE)           (TELEPHONE  NUMBER)




(2)  HAVE  ALL  OTHER PERIODIC REPORTS REQUIRED UNDER SECTION 13 OR 15(D) OF THE
SECURITIES  EXCHANGE  ACT OF 1934 OR SECTION 30 OF THE INVESTMENT COMPANY ACT OF
1940  DURING  THE  PRECEDING  12  MONTHS  OR  FOR  SUCH  SHORTER PERIOD THAT THE
REGISTRANT  WAS REQUIRED TO FILE SUCH REPORT(S) BEEN FILED? IF THE ANSWER IS NO,
IDENTIFY  REPORT(S).
[X]  YES  [  ]  NO

(3)  IS IT ANTICIPATED THAT ANY SIGNIFICANT CHANGE IN RESULTS OF OPERATIONS FROM
THE  CORRESPONDING  PERIOD  FOR  THE  LAST  FISCAL YEAR WILL BE REFLECTED BY THE
EARNINGS  STATEMENTS  TO  BE  INCLUDED IN THE SUBJECT REPORT OR PORTION THEREOF?
[ ]  YES  [X]  NO

IF  SO,  ATTACH  AN  EXPLANATION OF THE ANTICIPATED CHANGE, BOTH NARRATIVELY AND
QUANTITATIVELY, AND, IF APPROPRIATE, STATE THE REASONS WHY A REASONABLE ESTIMATE
OF  THE  RESULTS  CANNOT  BE  MADE.




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

HAS  CAUSED  THIS  NOTIFICATION  TO  BE  SIGNED ON ITS BEHALF BY THE UNDERSIGNED
HEREUNTO  DULY  AUTHORIZED.



DATE    August 14, 2006                  BY  /S/  CALVIN CAO
      ---------------------                      ---------------------
                                      CALVIN CAO,  PRESIDENT