SecProbe.io

June 6, 2011
 Via E-mail

Mark Weinreb, Chief Executive Officer Stem Cell Assurance, Inc. 555 Heritage Drive Jupiter, Florida  33458           RE:  Stem Cell Assurance, Inc.
                 Form 10 Registration Statement
                 Filed May 12, 2011                  File No. 0-54402
Dear Mr. Weinreb:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe  our comments apply to your f acts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Item 1.  Business

 General

1. We note the statement on the company’s we bsite that “[S]tem Cell Assurance is
currently embarking on developing its Li po Rejuvenation Centers;” however, we
cannot locate similar disclosu re in the registration stat ement.  Please revise your
description of business secti on as appropriate to ensure that your information is
consistent.
 Overview, page 1

2. It is noted throughout the Busi ness section that you intend to take various steps to
develop your business.  Please clearly di sclose each milestone to develop your
business, indicate the company’s estimated time schedule to commence each milestone, the estimated costs involved in each milestone, and the intended sources of funds.

Mark Weinreb
Stem Cell Assurance, Inc. June 6, 2011 Page 2
 3. Please provide a more detailed discussion of your proposed business.  You refer to
general stem cell therapy but do not provide specificity as to the specific treatments
you plan on developing.  See Item 101(h)(4)(i) of Regulation S-K.

4. Please provide the disclosu re required by Item 101(h)(4)(x) of Regulation S-K
regarding research and development.
5. Please disclose the material terms of the c onsulting agreements file d as exhibits 10.10
and 10.11.
 Strategy,  page 1

6. Here or in another appropriate section, pl ease explain what you mean by “[S]ubject to
the relaxation of regul atory restrictions…”

7. We note the company’s plans to initially estab lish facilities outside of the U.S.  Please
identify where you plan to commence your ope rations.  In additi on, please reconcile
with the disclosure on page three that you are currently developi ng a state-of-the-art
facility in Jupiter, Florida.
 Technology, page 4

8. Please provide the disclosure  required by Item 101(h)(4)(v ii) of Regulation S-K with
respect to trademarks.
 Stem Cellutrition, page 4

9. We note the statement, “[W]e have establ ished Stem Cellutrition, a stem cell-based
cosmetic skincare company…”  Please expa nd this section or that on page 8 to
describe this company, in terms of when it was established and the extent to which it
is an operating entity.  We note your previo us statement on page 1 that “[W]e have
not commenced our principal operations, nor  have we generated any revenues from
our operations.”
 Physician Network, page 4

10. Please expand this section to provide some detail with respect to the “relationships
with a number of leading medical practitione rs in the field of cellular therapy.”
Describe the nature of the relationships a nd identify any individuals with whom the
company has agreements.
 Customers, page 5

 11. We note that the company plans to market its treatment services via the Internet,
among other means.  Please disc lose the website address.

Mark Weinreb
Stem Cell Assurance, Inc. June 6, 2011 Page 3

Governmental Regulation, page 5

12. We note the statements that the adult auto logous stem cells may fall within certain
FDA regulations.  Please clarify whether there is uncertainty regarding these cells.  In
addition, please clearly disclose whether your proposed products or services would
require governmental approval.  If so, di scuss the expected costs and timing for
approvals.
13. Please revise the disclosure in this secti on to clearly discuss how the regulations will
apply to your proposed business and products  or services.  Also, given that you
initially plan to conduct your business outside the United St ates, it is unclear as to
whether these US governmental regulations  would apply to your proposed business
initially.

Foreign Government Regulation, page 12

14. Please identify the foreign countries in which you plan to operate your business.

15. Expand your discussion to describe your sp ecific plans to conduc t business in each
country identified and provide the current status of any ag reements or arrangements.

Employees, page 12

16. Please state the number of full time employees  in addition to the total number of
employees,  as required by Item 101(h)(4)(xii) of Regulation S-K.
 Former Business Operations and Corporate Information, page 12

17. Expand this section to include  disclosure found in Note 11 to the financial statements
on page 30 with respect to Stem Cell Cayman, Ltd., a wholly-owned subsidiary of the company formed on February 1, 2011.

Availability of Additional Funds, page 31

18. Please disclose the material terms of the debt financing, including any debt entered
into before December 31, 2010.  Your disclosu re in this section only refers to debt
financing after the fi scal year end.
 Item 3.  Properties, page 33

19. Please provide the disclosure  required by Item 102 of Re gulation S-K regarding the
suitability and adequacy of the premises.

20. Please reconcile the disclosure regarding the base rent for the in itial year with the
statement that “no base rent is pa yable during the in itial year.”

Mark Weinreb
Stem Cell Assurance, Inc. June 6, 2011 Page 4

Item 4.  Security Ownership… page 35

21. Please provide the disclosure required by Item 403 of Regulation S-K for each officer
of the company.

Item 5.  Directors and Executive Officers, page 35

22. We note the statement that Mr. Proodian has mo re than 35 years serving as an officer,
director and committee member for severa l public companies.  Please disclose
whether Mr. Proodian is curren tly a director of any public companies.  We direct your
attention to Item 401(e) (2) of Regulation S-K.

23. Please provide the business experience for Mr. Weinreb from October 2009 to
October 2010.  See Item 401( e)(1) of Regulation S-K.

24. Please disclose the amount and percent of time each officer devotes to the company.

25. Please discuss in greater detail the pe nding action against Mr . Silva, including
identifying the former employer.  Also, provide specific disclosure regarding the
impact this action may have upon your business.

Executive Compensation, page 38

26. Please revise footnote three to the summa ry compensation table to disclose all
assumptions made in the valuation by refere nce to a discussion of those assumptions
in the financial statements, footnotes to th e financial statements or in the MD&A.
See Instruction 1 to Item 402( n)(2)(v) and (n)(2)(vi) of Regul ation S-K.  Please revise
similar footnote disclosure for the stoc k and option awards in the director
compensation table.
27. Please confirm, if true, that no other ex ecutive officers’ compensation exceeded
$100,000 for the last fi scal year.

28. Please include in a narrative to the summ ary compensation table discussing the bonus
paid to Mr. Weinreb.  Also, discuss in great er detail in this section the termination
agreement with Ms. McConnell.

Certain Relationships and Re lated Transactions, page 40

29. Please disclose whether the officers, di rectors and shareholders received any
consideration for their capital contributions.

30. Please specify the restrictive covenants in the McConnell and Berger termination
agreements.

Mark Weinreb
Stem Cell Assurance, Inc. June 6, 2011 Page 5
 31. Footnote three to the benefi cial ownership table reflect s that Ms. McConnell is the
control person for Stem Cell Research Co mpany LLC.  Please reconcile with the
disclosure in the last  paragraph on page 41, which appear s to reflect control of Stem
Cell Research Company LLC by Mr. Berger.  Clearly disclose the control person(s)
for Stem Cell Research Company LLC and cl early disclose the relationship between
this entity and Ms. McConnell and Mr. Berger.

Item 9.  Market Price of and Dividends on the Registrant’s Comm on Equity and Related
Stockholder Matters

32. Please provide the market information for the quarter ended March 31, 2011.
 Item 10.  Recent Sales of Unregistered Securities, page 43

33. For each transaction, please indicate the section of the Securities Act or the rule of the
Commission under which exemption from regi stration was claimed and state briefly
the facts relied upon to make the exemption av ailable.  See Item 701(d) of Regulation
S-K.

34. We refer to item (5) “Issued in considerat ion of services” to the table on page 45.
Please state the specific natu re of the services for which the shares were issued.

35. Please disclose the consideration for each tr ansaction, as required by Item 701(c) of
Regulation S-K.  The fo otnote disclosure is not sufficien t.  Also, please disclose the
purchasers in the transactions where you refer to footnotes one and two.  Such
disclosure is not clear.
 Financial Statements

 General

36. Please note the financial statement upda ting requirements of Rule 3-12(g) of
Regulation S-X and amend your  Form 10 accordingly.
 Exhibits

37. Please file a complete copy of the articl es of incorporation as amended, rather
than filing each amendmen t separately.  We refer you to Item 601( b)(3)(i) of
Regulation S-K.
38. We note that Exhibits 10.8, 10.9 are missi ng exhibits and/or schedules.  Please
file these exhibits in their entirety.
39. Exhibit 10.10 refers to an existing consu lting agreement with Todd Adler.  Please
file this agreement as an exhibit.

Mark Weinreb
Stem Cell Assurance, Inc. June 6, 2011 Page 6

 Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

You may contact Jamie Kessel, staff account ant at (202) 551-3727 or Brian Bhandari,
accounting reviewer at (202) 551-3390 if you ha ve questions regarding comments on the
financial statements and related matters.  Plea se contact Janice McGuir k, examiner at (202)
551-3395 or Pam Howell, legal reviewer at  (202) 551-3357 with any other questions.

Sincerely,
   /s/ Pamela Howell  for   John Reynolds,
Assistant Director

Mark Weinreb
Stem Cell Assurance, Inc. June 6, 2011 Page 7