UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1 

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 30, 2017

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 (see General Instruction A.2. below):

Explanatory note: This amendment on Form 8-K is being filed to correct several clerical errors present in the previous 8-K filing made July 6, 2017.

(1) Previous Independent Auditors:

a. On June 30, 2017, Stemcell Holdings, Inc. (the “Company”) released its independent registered public accounting firm, MaloneBailey, LLP (“MB”) of Houston, Texas.

b. MB's report on the financial statements for the year ended December 31, 2016 and the period from December 31, 2015 (inception) through December 31, 2015 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting principles, except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company's ability to continue as a going concern.

c. Our Board of Directors participated in and approved the decision to change our independent registered public accounting firm. During the year ended December 31, 2016 and the period from December 31, 2015 (inception) through December 31, 2015, and through June 30, 2017, there have been no disagreements with MB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of MB would have caused them to make reference thereto in their reports on the financial statements.

d. We have authorized MB to respond fully to the inquiries of the successor accountant.

e. During the year ended December 31, 2016 and the period from December 31, 2015 (inception) through December 31, 2015, and through June 30, 2017, there have been no reportable events with us as set forth in Item 304(a)(1)(iv) of Regulation S-K.

f. The Company provided a copy of the foregoing disclosures to MB prior to the date of the filing of this report and requested that MB furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this report. A copy of such letter is filed as Exhibit 16.1 to this Form 8-K.

(2) New Independent Accountants:

a.     On June 30, 2017, the Company engaged Haskell & White LLP (“H&W”) of Irvine, CA, as its new Independent Registered Public Accounting Firm. During the period ended March 31, 2017 and prior to June 30, 2017 (the date of the new engagement), we did not consult with H&W regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements by H&W, in either case where  written or oral advice provided by H&W would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

Item 9.01. Financial Statements and Exhibits.

A. None

B. Exhibits

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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.

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