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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~June~~January 413, ~~2009~~2010

Stem Cell Innovations, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)


Delaware	0-10379	22-2313648
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

11222 Richmond Ave., Suite 180, Houston, Texas		77082
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		281-679-7900

Not Applicable
______________________________________________
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))

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Item 78.01 ~~Regulation~~Other ~~FD Disclosure~~Events.

~~On May 29. 2009,~~ Stem Cell Innovations, Inc., (~~the "Company")~~SCLL. ~~entered into an agreement with Margie Chassman ("Chassman"~~PK) ~~and~~wishes ~~Alpha Capital Anstalt ("Alpha") pursuant~~ to ~~which~~update ~~Chassman~~its ~~agreed~~shareholders toon ~~provide~~various ~~$500,000~~aspects of ~~financingto~~ the ~~Company~~company over ~~a six-month period commencing upon approval by~~ the ~~Company’s~~past ~~stockholders~~year. Our ofhuman ~~amendments~~embryonic togerm ~~the~~cell ~~Company’s~~technology ~~Certificate~~has ofmatured ~~Incorporation (the "Amendments") reducing~~substantially. ~~the~~This ~~par~~work ~~value~~was ofsignificantly ~~the~~more ~~Company’s~~difficult ~~common~~than ~~stock~~originally ~~from~~anticipated ~~$.01~~but ~~per~~has ~~share~~resulted toin ~~$.0001~~a ~~per~~series ~~share and increasing the number~~ of ~~authorized~~interesting ~~shares~~and ofuseful ~~common~~observations ~~stock~~that ~~from 4 billion to 20 billion. The financing~~ will befill in ~~exchange~~several ~~for~~missing ~~3-year~~pieces ~~notes~~in ~~bearing~~human ~~interest~~stem atcell ~~the rate of 8 per cent per annum~~biology. These ~~notes~~observations ~~will~~are becurrently ~~convertible~~being ~~into~~finalized ~~common~~and ~~stock~~assembled ofinto ~~the~~a ~~Company~~form atsuitable ~~the~~for ~~lower~~publication ofin $scientific journals.01 We ~~per~~anticipate ~~share or 80% of~~ the ~~average~~publication of ~~the~~several ~~lowest~~such ~~three~~scientific ~~day~~papers ~~closing~~over ~~prices of~~ the ~~common~~coming ~~stock~~year ~~for~~and ~~the~~these ~~ten~~advances ~~days~~will ~~preceding~~enable aus ~~conversion request. In connection with this financing, the Company agreed~~ to ~~further~~pursue ~~reduce~~ the ~~conversion~~application ~~price on the $1 million~~ of ~~convertible~~our ~~notes~~technology ~~held by Chassman, which had been adjusted in the previously reported December 31, 2008 financing~~ to ~~$.0068~~drug ~~per share~~discovery, toliver ~~$.0002~~disease ~~per~~and ~~share~~cancer. ~~This~~It ~~adjustment in the conversion price~~ is ~~also~~important ~~conditioned on the Company obtaining stockholder approval~~ to ~~reduce~~note ~~the~~that ~~par~~this ~~value~~technology ofis acompletely ~~share~~separate offrom ~~its~~standard ~~common~~human ~~stock~~embryonic tostem ~~$.0001~~cells ~~per share~~ and tocomprises ~~increase~~a ~~the~~unique ~~authorized~~and ~~common~~valuable ~~stock~~intellectual ~~to 20 billion shares~~property. ~~Moreover,~~As ~~the~~a ~~Company~~result ~~agreed~~of ~~to exchange~~ the $1shareholder ~~million~~vote ofthat ~~convertible~~was ~~notes~~held ~~for~~in ~~$1 million stated value of Series 3 Convertible Preferred Stock~~August, ~~which~~the ~~will~~number ~~be convertible at a rate~~ of ~~one~~authorized ~~share~~shares ofwas ~~common~~expanded ~~stock~~to ~~for~~20 ~~each $~~billion.~~0002~~ There ofare ~~stated~~currently ~~value~~2,844,387,312 ~~upon~~shares ~~reduction~~issued ofand ~~the par value of the Company’s common stock~~outstanding. InThe ~~connection with this~~ financing by Margie Chassman, itthat was ~~necessary~~announced toin ~~procure~~conjunction ~~the waiver by Alpha of its right of first refusal under its financing documents~~ with the ~~Company~~vote ~~related~~has tobeen ~~the~~completed. These ~~December 31~~funds, ~~2008~~along ~~financing. As~~with anincome ~~inducement~~from toongoing ~~Alpha~~and tonew ~~give~~contract ~~that waiver~~research, ~~Chassman~~should ~~agreed~~enable ~~to assign 150 million shares of~~ the Company’s ~~common stock~~ to ~~Alpha~~put ora ~~its~~program ~~designee~~in ~~upon~~place ~~approval~~over of the ~~Amendments~~next bysix ~~the~~to ~~Company’s~~nine ~~stockholders. As~~months athat ~~further~~will ~~condition~~enable onus ~~Chassman’s agreement~~ to ~~advance~~become ~~the~~listed ~~$500,000~~again toon the ~~Company,~~Bulletin ~~the~~Board ~~Company~~and ~~agreed~~become tocurrent ~~grant,~~with ~~during~~our ~~the~~filings. It ~~60-day~~is ~~period~~important ~~commencing~~to ~~upon stockholder approval of~~ the ~~Amendments,~~Company ~~fully vested five-year stock options~~ to ~~James~~be ~~Kelly,~~as ~~the~~transparent ~~Company’s~~as ~~CEO,~~possible ~~and~~within ~~Mark Germain,~~ the ~~Company’s~~confines ~~Chairman~~ of ~~the~~this ~~Board,~~difficult tofinancial ~~purchase~~environment ~~common stock representing, respectively, 6%~~ and 4%we ofare ~~the~~working ~~fully~~diligently ~~diluted common stock outstanding on the date of the grant at an exercise price equal~~ to ~~the~~achieve ~~market value per share of the common stock on that date~~this.

~~The~~This ~~description~~update contains forward-looking statements within the meaning of Section 27A of the ~~terms~~Securities Act of ~~this~~1933, ~~financing~~as isamended, ~~qualified~~and inSection ~~its~~21E ~~entirety~~of the Securities Exchange Act of 1934, as amended. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward looking statements. Forward-Looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. We use words such as “expects”, “intends”, “believes”, “may”, “will” and “anticipates” to indicate forward-looking statements. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by ~~reference~~these forward-looking statements, including, but not limited to, those risks and uncertainties detailed in the ~~full~~Company’s ~~text~~periodic ofreports filed with the ~~Modification~~Securities ~~Agreement,~~and Exchange Commission. We caution that these risk factors may not be exhaustive. We operate in a ~~copy~~continually changing business environment, and new risk factors emerge from time to time. We cannot predict these new risk factors, nor can we assess the effect, if any, of the new risk factors on our business or the extent to which isany ~~annexed~~factor ~~hereto~~or combination of factors may cause actual results to differ from those expressed or implied by these forward-looking statements.If any one or more of these expectations and assumptions proves incorrect, actual results will likely differ materially from those contemplated by the forward-looking statements. Even if all of the foregoing assumptions and expectations prove correct, actual results may still differ materially from those expressed in the forward-looking statements as ana ~~exhibit~~result of factors we may not anticipate or that may be beyond our control. While we cannot assess the future impact that any of these differences could have on our business, financial condition, results of operations and ~~incorporated~~cash ~~herein~~flows or the market price of shares of our common stock, the difference could be significant. We do not undertake to update any forward-looking statements made by ~~this~~us, ~~reference~~whether as a result of new information, future events or otherwise. You are cautioned.

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SIGNATURES

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

	Stem Cell Innovations, Inc.
June 2, 2009	By:	James H. Kelly
January 13, 2010	By:	James H. Kelly
		Name: James H. Kelly
		Title: Chief Executive Officer
		Title: CEO

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Exhibit Index

Exhibit No.		Description
10.1		Modification Agreement

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