Abstract Recent advances in cancer research suggest that there exist cancer stem cells (CSCs) in tumors. The resources of CSCs are still controversial; but the CSCs were originated from its stem cells have been hypothesized (like glioma CSCs and intestine CSCs). The niche stress such as hypoxia effect may provide external signals in stem cell transformation. However, mechanism in regulation of hypoxia-induced stem cell transformation still remains unclear. Our preliminary observations in human pluripotent testicular tumors (seminomas and embryonal carcinomas) showed a high expression level of hypoxia-inducible protein HIF-1α/HIF-2α as well as IGF protein in tissues. This observation strongly highlights the cross-talking of niche hypoxic stress and IGF-1 signaling in transformation of germline stem cells into pluripotent cancers. To address this point, we have successfully established a serum-free stem-niche cell co-culture system to generate pluripotent germline stem cells from neonatal mouse testis (AP+GSCs), and uncovered the role of IGF-1/IGF-1R signaling in germ cell pluripotency. Interestingly, while comparing with the normoxia (21 % O2), the AP+GSCs cells showed in a dramatically increase of alkaline phosphatase activity (AP), cell proliferation, HIF-1α, HIF-2α, Oct-4 protein expression, and pluripotent gene expression (such as Oct-4, Sox2, Nanog, Klf-4, and c-Myc) under hypoxia condition (5 % O2). Moreover, the IGF-1 and IGF-1R expression were also significantly increased under hypoxia. Further analysis by using PPP (a specific inhibitor of IGF-1R phosphorylation) and/or LY294002 (a specific PI3K inhibitor) treatment dramatically reduced the Oct-4 expression as well as HIF-1α/HIF-2α protein of AP+GSCs. These observations suggested the regulation of Oct-4/HIF-2α expression by IGF-1/IGF-1R signaling. In summary, our results demonstrated an up-stream regulation of stemness (Oct-4, Sox2, Nanog, and Klf-4) and tumor factor (c-Myc) by hypoxia which was cross-talking with IGF-1/IGF-1R signaling in stem cell transformation under hypoxia condition. Citation Format: {Authors}. {Abstract title} [abstract]. In: Proceedings of the 101st Annual Meeting of the American Association for Cancer Research; 2010 Apr 17-21; Washington, DC. Philadelphia (PA): AACR; Cancer Res 2010;70(8 Suppl):Abstract nr 446.