UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (dD) OF THE

SECURITIES EXCHANGE ACT OF 1934

~~November~~ Date of Report: April 9, ~~2017~~2018

Date of Report (date of earliest event reported)

Stemcell Holdings, Inc.

(~~Exact name~~Name of ~~registrant~~Small asBusiness ~~specified~~Issuer in its charter)

Delaware (State of incorporation or organization) 000-55583 (Commission File No.) 36-4827622 (I.R.S. Employer Identification No.)

Delaware

000-55583

36-4827622

(State or other jurisdiction of incorporation

or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

C/O Stemcell Co., Ltd., 5-9-15-3F, Minamiaoyama~~, Minato-ku Tokyo, Japan (Address of principal executive offices) 107-0062 (Zip Code)~~

~~Registrant’s telephone~~Minato-ku, ~~number~~Tokyo, ~~including area code: +81~~107-~~3-3400-0707~~0062, Japan

~~E-mail: stemcellholdings@gmail.com~~(Address of Principal Executive Offices)

~~N/A~~Telephone: +81-3-3400-0707

(~~Former~~Registrant's ~~name~~telephone ~~or former address, if changed since last report~~number)

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:

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

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

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

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

~~Item 4.02(a) Non~~-~~Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.~~1-

InItem ~~the~~5.02 ~~course~~Departure of ~~its~~Directors ~~financial statements~~or ~~closing~~Certain ~~process~~Officers; ~~for~~Election ~~the~~of ~~quarter~~Directors; ~~ended~~Appointment ~~September~~of ~~30,~~Certain ~~2017,~~officers; ~~the~~Compensatory ~~CEO~~Arrangements ~~and CFO (collectively, “the Management”)~~ of ~~Stemcell~~Certain ~~Holdings, Inc~~Officers. (the “Company”), determined that the Company’s interim financial statements for the periods ended March 31, 2017 and June 30, 2017, can no longer be relied upon. Specifically, on November 5, 2017, Management discovered that certain material rental payments should have been expensed in the first and second quarters. As such, previously issued financial statements should be adjusted for such certain rental payments in the respective quarters to reflect such applicable expenses.

~~The~~On ~~Company~~April ~~has~~9, ~~evaluated that~~2018 the ~~changes~~Board ~~described~~of ~~above~~Directors ~~will~~(the ~~result in an increase in expenses~~ "Board") of ~~$157,478~~Stemcell ~~and~~Holdings ~~$35,511~~Inc. ~~for~~(the ~~each~~"Company") ofapproved the ~~quarters~~resignation ~~ended March~~of ~~31,~~Ms. ~~and June 30~~Erika, ~~2017,~~Nakazawa ~~respectively,~~from athe ~~decrease~~position ~~in income tax expense and net income~~ of ~~$46,704~~Chief Financial ~~and~~Officer ~~$110,774~~(“CFO”) ~~for~~effective ~~the~~on ~~period ended~~April ~~March 31~~9, ~~2017,~~2018. ~~and~~The ~~decrease~~resignation inwas ~~income~~not ~~tax~~the ~~expense~~result of ~~$72,262~~any ~~and~~disagreement anwith the ~~increase~~Company inon ~~net~~any ~~income~~matter ~~$36,751~~relating ~~for~~to the ~~period~~Company’s ~~ended June 30~~operations, ~~2017,~~policies ~~respectively.~~or ~~Accordingly, retained earnings will decrease by $110,774 and $74,023 as of March 31, 2017 and June 30, 2017 respectively~~practices.

~~Management~~On ~~has~~April ~~determined that~~9, 2018 the ~~failure~~Board toapproved ~~record this rental expense resulted from control deficiencies with respect to~~ the ~~tracking~~appointment ~~and disclosure~~ of ~~all~~ ~~Company agreements, and that this control deficiency constitutes a material weakness in the Company’s internal controls over financial reporting~~Ms. ~~The~~Rei ~~Company~~Mochizuki ~~has~~as ~~thoroughly~~our ~~investigated~~new ~~all~~Chief ~~documents~~Financial toOfficer, ~~ensure~~effective noon ~~other~~April ~~material~~9, ~~agreements are left undiscovered that may affect the Company’s financial results~~2018. ~~The Company has also hired an in-house legal counsel to keep all Company agreements in control.~~

As disclosed in the Company’s Form 10-K dated May 15, 2017, Management had previously disclosed that material weakness existed as of December 31, 2016 with respect to the lack of a functioning audit committee and inadequate segregation of duties resulting in ineffective oversight in the establishment and monitoring of required internal controls and proceduresMs. ~~While~~Rei ~~management’s assessment of the Company’s internal control over financial reporting is ongoing~~Mochizuki, ~~because~~Age of46 ~~the~~- ~~material~~Chief ~~weaknesses~~Financial ~~identified, management concludes that the Company’s internal controls over financial reporting remain ineffective as of the date of this report.~~ Officer

~~-1-~~Background of Ms. Rei Mochizuki

~~SIGNATURE~~Ms. Mochizuki earned a BA and Masters Degree in Commerce from Waseda university (Tokyo, Japan) and EMBA in Kellogg-HKUST business school. From July 2012 to February 2018 Mr. Mochizuka held the position of Finance Director at McCann Healthcare Communications Japan. Her responsibilities included working with the Chief Executive Officer to direct all financial activities for the $100 million healthcare advertising and communication business. She was also responsible for directing a fourteen person finance team including financial planning & analysis (FP&A).

~~Pursuant~~Due to ~~the~~Ms. ~~requirements~~Mochizuki’s professional ofexperience ~~the~~in ~~Securities~~finance ~~Exchange~~the ~~Act~~board of ~~1934,~~directors ~~the registrant~~ has ~~duly~~decided ~~caused~~to ~~this~~appoint ~~registration~~her ~~statement~~ to ~~be signed on its behalf by~~ the ~~undersigned~~position ~~hereunto~~of ~~duly~~Chief ~~authorized~~Financial Officer.

Date: November 9, 2017	Stemcell Holdings, Inc.
	By:	/s/ Erika Nakazawa
	Name:	Erika Nakazawa
	Title:	Chief Financial Officer

As of the date of this filing, there has not been any material plan, contract or arrangement (written or unwritten) to which any of our officers or directors are a party in connection with their appointments at Stemcell Holdings, Inc.

~~-2-~~Item 8.01 Other Events.

Appointment of the New Officer of the Wholly Owned Subsidiary

On April 9, 2018 Ms. Rei Mochizuki was appointed as the Chief Financial Officer of Stemcell Co., Ltd., a Japan Corporation, which is our wholly owned subsidiary.

Item 9.01. Financial Statements and Exhibits.

None

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 thereunto duly authorized.

Stemcell Holdings, Inc.

Dated: April 9, 2018

By: /s/ Takaaki Matsuoka

Takaaki Matsuoka

President, CEO and Director

-2-

Filing Compare · Stemcell Holdings, Inc.