U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934.

                   For the fiscal year ended NOVEMBER 30, 1999

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934.

                        Commission File Number 000-23386

                         CRYO-CELL INTERNATIONAL, INC.
                  --------------------------------------------
                 (Name of Small Business Issuer in its charter)

          DELAWARE                                         22-3023093
--------------------------------                       -------------------
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                      Identification No.)

             3165 MCMULLEN BOOTH ROAD, BLDG. B, CLEARWATER, FL 33761
             -------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (727) 723-0333

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
      NONE

Securities registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                     --------------------------------------
                                (Title of class)

Check whether Issuer: (1) has filed all reports required to be filed by section
13 or 15 (d) of the Securities and Exchange Act of 1934 during the past 12
months and (2) has been subject to such filing requirements for the past 90
days.  Yes [X]  No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form or any amendment to this Form
10-KSB [ ]

Issuer's Revenues for its most recent fiscal year:  $1,700,985.

<PAGE>

As of February 28, 2000, the aggregate market value of the voting stock held by
non-affiliates of the Issuer was approximately $52,451,065. The market value
of Common Stock of the Issuer, par value $0.01 per share, was computed by
reference to the average of the closing bid and asked prices of the Issuer's
Common Stock on such date which was 6 11/16.

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [X] No [ ].

The number of shares outstanding of the Issuer's Common Stock, par value $0.01
per share, as of February 28, 2000: 9,336,094.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Documents incorporated by reference: The information required by Part III
of Form 10-KSB is incorporated by reference to the Issuer's definitive proxy
statement relating to the 2000 Annual Meeting of Shareholders which is expected
to be filed with Securities and Exchange Commission on or about March 30, 2000.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

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FORWARD LOOKING STATEMENTS

     In addition to historical information, this report contains forward-looking
statements within the meanings of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The forward-looking
statements contained herein are subject to certain risks and uncertainties that
could cause actual results to differ materially from those reflected in the
forward-looking statements. Factors that might cause such a difference include,
but are not limited to, those discussed in the section entitled "Management's
Discussion and Analysis or Plan of Operation -- Factors That May Affect Future
Results and Market Price of Stock." Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect management's
analysis only as of the date hereof. CRYO-CELL International, Inc. (the
"Company") undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
Readers should carefully review the risk factors described in other documents
the Company files from time to time with the Securities and Exchange Commission,
including the Quarterly Reports on Form 10-Q to be filed by the Company in 2000
and any Current Reports on Form 8-K filed by the Company.

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

INTRODUCTION

     CRYO-CELL International, Inc. is a Delaware Corporation, incorporated on
September 11, 1989. It is engaged in cryogenic cellular storage and the design
and development of cellular storage devices. The Company's current focus is on
the processing and preservation of umbilical cord (U-Cord(TM)) blood stem cells
for autologous/sibling use. Having recently celebrated its 10 year anniversary,
the Company believes that it is the oldest of all of the commercial companies
currently specializing in separated umbilical cord blood stem cell storage.
CRYO-CELL has pioneered several technologies that allow for the processing and
storage of specimens in a cryogenic environment, and presently, the Company's
mission of affordability for U-Cord blood preservation remains in effect. These
technologies include a process for the storage of fractionated (separated)
U-Cord stem cells and the development and patenting of the first computer
controlled, robotically operated cryogenic storage system. Its headquarters
facility in Clearwater, FL handles all aspects of its business operations
including the processing and storage of specimens in one site. Several other
companies involved in commercial cell banking rely on shipping their specimens
elsewhere for processing and storage.

     It is the Company's mission to make expectant parents aware of the
potential medical benefits from preserving stem cells, and to provide them the
means and processes for collection and storage of these cells. Today, stem cell
transplants are known and accepted treatments for a number of life-threatening
diseases. With continued research in this area of medical technology, other
avenues for their potential use and expansion are being explored. A vast
majority of expectant parents are simply unaware that umbilical cord blood
contains a rich supply of stem cells, and that it can be collected, processed
and stored for the potential future use of the newborn and possibly related
family members. A baby's stem cells will remain a perfect match for the baby
throughout its life and have a 1-in-4 chance (or better) of being a perfect
match for a sibling. There is no assurance, however, that a perfect match could
treat certain diseases. Today, it is still common for the cord blood (the blood
remaining in the umbilical cord and placenta) to be discarded at the time of
birth as medical waste. Obviously, the Company believes that no U-Cord specimen
should be discarded when it could possibly save a life.

     Given the potential benefits of U-Cord stem cell preservation, the number
of stored specimens is still very small relative to the population and the
approximately four million births per annum in the United States alone. Outside
of lack of awareness, a critical reason for this low level of market penetration
is the misperception of the high cost of the procedure and storage versus the
relatively low incidence of use. However, evolving medical technology could
significantly increase the utilization of the U-Cord blood for transplants. A
number of competitors in this market have been charging upwards of $1000 -


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$1500 for this procedure plus a fee for storage. The cost is usually not covered
by insurance. The Company's strategy is to make this procedure affordable and
within financial reach of most families. The growth and profitability of the
Company will come from increases in specimen volume driven by its marketing
approaches, resulting in a base of annual renewal fees.

BACKGROUND

     Nearly fifty years ago researchers discovered that cells could be
cryopreserved at an extremely low temperature and all cellular activity would
cease until the specimens were thawed. Historically, cryopreservation was
required for organ transplants, blood banks and medical research. Today
cryopreservation is an integral component of evolving cellular therapies.

CELL BANKING

     Hematopoeitic stem cells are the building blocks of our blood and immune
systems. They form the white cells that fight infection, red cells that carry
oxygen throughout the body and platelets that promote healing. Stem cells are
found in bone marrow where they continue to generate cells throughout our lives.
Stem cells can be kept in a cryogenic environment and upon thawing infused into
a patient. They can be returned to the individual from whom they were taken
(autologous) or donated to someone else (allogeneic). The opportunity to use an
individual's own marrow for a transplant is dependent upon whether the cancer
has entered the marrow system (metastasized). Otherwise, a marrow donor needs to
be identified to provide the needed bone marrow. The availability of a marrow
donor or stem cell specimen allows physicians to administer larger doses of
chemotherapy or radiation in an effort to eradicate the disease.

     Stem cells can be found in umbilical cord and placental blood ("cord blood
stem cells") which can be collected and stored after a baby is born. Recent
advances have provided the techniques to separate the stem cells found in these
two sources. Over 1,500 cord blood stem cell transplants have been performed to
date. The Company believes that parents will want to save and store these cells
for potential future use by their child(ren). These stem cells also have at
least a 1 in 4 chance of being compatible for use by a sibling. Moreover,
researchers believe they may be utilized by parents in the future with cellular
expansion technologies.

     The Company believes that the market for cord blood stem cells is enhanced
by the current focus on reducing prohibitive health care costs. With the
increasing costs of bone marrow matches and transplants, newborn's U-Cord cells
are stored as a precautionary measure. Medical technology is constantly evolving
which may provide new uses for cryopreserved cord blood stem cells.

CCEL CELLULAR STORAGE SYSTEMS

     During the period since its inception, the Company's research and
development activities have principally involved the design and development of
its cellular storage systems ("CCEL Cellular Storage System") and in securing
patents on the same.

     The Company believes that its long-term cellular storage units can provide
an improved ability to store cells or other material in liquid nitrogen, its
vapors or other media. The units are controlled by a computer system, which
robotically inserts vials in pre-selected storage areas inside the chamber.
Additionally, the stored material can be robotically inserted or retrieved by
computer on an individual basis without all of the remaining specimens being
exposed to ambient temperature. The efficient use of storage space and dual
identification system for inventory control is a competitive advantage for the
Company. The Company is the assignee of all patents on the units.

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     Currently available units from other providers of cryopreservation systems
are manually operated and can expose the laboratory technician to liquid
nitrogen when inserting or retrieving specimens. Moreover the use of these
units, exposes the remaining stored specimens to ambient temperature whenever
specimens are inserted or retrieved. The Company has designed and holds patents
on a system which makes use of the latest in computer, robotics, and bar code
laser scanning identification technology.

     The unit is currently assembled by an independent manufacturer utilizing
the Company's patented design. The Company has been advised by Underwriters
Laboratories ("U/L") that its CCEL II has passed all required inspections and
this unit is now U/L listed. In order to affix the U/L label to all units that
are deployed in the future, they must contain the same parts, operating
capabilities and features as in the tested CCEL II model.

     In February 1999, the Company was informed that the patent on the CCEL III
computer controlled robotically operated cellular storage system has been
granted. The CCEL III is designed to be multi-functional and to meet
International manufacturing requirements. When completely developed the unit
will be able to store more than 35,000 specimens stored in 5ml vials. Moreover,
as many as 8 million 1 inch vials could be preserved in approximately 250 square
feet. The prototype is expected to be completed in the second quarter of 2000.

     Another significant application for cellular storage is the storage of
cancerous tumor tissue taken from a newly diagnosed patient prior to commencing
treatment. This tissue could serve several functions in support of the treatment
process. First, it may provide a vehicle for the doctor to test the effects of a
proposed course of treatment on the diseased tissue prior to administering it to
the patient. Secondly, the effects of a course of treatment could be monitored
by comparing tumor cells gathered after the treatment to those stored prior to
the commencement of treatment.

     Sperm storage is another potential use of the Company's cellular storage
systems. Male cancer patients of child bearing age can store sperm to protect
their ability to have children in the event they are rendered impotent due to
chemotherapy or radiation treatment. Women could also store gametes (eggs) for
future use.

AFFILIATED HOSPITALS

     On November 30, 1996, the Company signed agreements with OrNda HealthCorp.
Two "one-third" Revenue Sharing Agreements were purchased in which OrNda paid
the Company $666,666. OrNda was acquired by Tenet Healthcare Corporation, which
agreed to be bound by the terms of the OrNda Agreements. The agreements were
renegotiated and the Company will store all Tenet originated specimens at its
headquarter's lab in Clearwater, Florida while paying Tenet a revenue sharing
entitlement.

     In June 1998, the Company signed an agreement with Women & Infants Hospital
of Rhode Island for the establishment of a commercial placental/umbilical cord
blood bank at their Providence, Rhode Island medical facility. Women & Infants
Hospital currently has annual births in excess of 9,000 babies and will be
offering its stem cell banking services to these parents. The laboratory is
expected to open at Women & Infants in the second quarter of 2000.

     During 1998 the Company consolidated its new specimen processing and
storage activities to its own state of the art facility in its Clearwater,
Florida headquarters. It is anticipated that this shift in focus will reduce the
need for affiliations with hospital implementations in the future.

MARKETING CELLULAR STORAGE SERVICES

     To increase awareness of its services, the Company has invested in a
variety of marketing programs designed to educate expectant parents and those
medical caregivers to whom they turn to for advice.

     The Company markets its preservation services by targeting expectant
parents directly and by distributing information to obstetricians,
pediatricians, Lamaze instructors, childbirth educators, certified
nurse-midwifes and other related healthcare professionals. In addition, the
Company exhibits at conferences, trade shows and other media focusing on the
expectant parent market. Of significant note is the increasing level of interest
being generated by the Company's Web site, www.CRYO-CELL.com.

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     The Company has renewed its agreement with the Lamaze Publishing Company to
sponsor the Lamaze YOU AND YOUR BABY tutorial tape. The agreement has been
extended for three (3) years and calls for Lamaze to distribute the videotape to
1.8 million women in their third trimester of pregnancy. Over 90% of first time
mothers and 45% of the pre-natal market avail themselves of the Lamaze Institute
for Family Education proven instruction program. The tutorial tape, which is
distributed by over 10,000 instructors, discusses the importance of cord blood
storage and refers viewers to the full page ad that the Company has placed in
the Lamaze PARENTS Magazine, which is distributed to 2.4 million expectant
mothers. In addition, the Company also places an ad in LAMAZE PARA PADRES,
Lamaze Publishing's magazine for Hispanic mothers-to-be. The Company has
exclusivity on the tutorial tape in the cord blood storage category and first
right of refusal for renewal of the agreement beyond 2003.

     In June 1998, the Company entered into an agreement with International
Broadcast Corporation (IBC). IBC was to produce a one-half hour infomercial
relating to CRYO-CELL's U-Cord stem cell processing and storage activities. IBC
has since been acquired by 5th Avenue Channel Corp. In May 1999, the Company
signed an agreement with 5th Avenue Channel Corp. Under the terms of the new
agreement, the Company and 5th Avenue Channel Corp. will have an equal 50-50
partnership in a new corporation, the Newbirth Network, Inc. This new entity
will offer important health information and products to expectant parents
through 5th Avenue's television, Internet and mass marketing distributions. Upon
calling 5th Avenue Channel's toll-free number, expectant parents can receive a
videotape explaining the option they have for storing their newborn's cord blood
stem cells. 5th Avenue Channel has committed to producing and distributing a
minimum of one million tapes for a small shipping and handling charge.

     In September 1998, the Company acquired Medical Marketing Network, Inc. to
launch its marketing programs with obstetricians and gynecologists (OB/GYNs)
across the country. The Company's marketing program has begun to have increased
representation within the medical community. The current affiliation with Lamaze
and other programs are designed to reach expectant parents. The Medical
Marketing Network is comprised of independent contractors calling on physicians
to make their OB/GYN patients more aware of umbilical cord blood stem cell
medical technology and CRYO-CELL's affordable U-Cord program technology.

     In January 2000, CRYO-CELL entered into a strategic marketing alliance with
DNA Dynamics, Inc. DNA Dynamics, a genetic resources company, offers
comprehensive DNA identification services for families, especially those with
newborns. The alliance will allow the two companies to combine marketing efforts
in areas such as Web site linkages, shared advertising, joint displays at trade
shows as well as offering both DNA identification and cryogenic cellular storage
services to their respective sales channels. Significant marketing synergies
exist in reaching both expectant parents and medical professionals, especially
OB/GYNs.

REVENUE SHARING AGREEMENTS

     In addition to revenues generated from sales to customers, the Company
generates revenues from the sales of Revenue Sharing Agreements. Under these
arrangements the Company shares its storage revenues with investors who receive
entitlements on storage spaces. These agreements can take considerable time to
negotiate and finalize. Moreover, since such agreements can involve large
infusions of revenues on intermittent bases, diverse swings in quarterly and
annual revenues and earnings may occur.

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NEW JERSEY. On November 30, 1999, the Company entered into agreements with two
investors entitling them to on-going shares in a portion of the Company's net
storage revenue generated by specimens originating from within the state of New
Jersey. Deposits totaling $50,000 were received upon signing of the agreements
and the remaining $450,000, due in May 2000, is recorded as a receivable. When
the $450,000 is received by the Company the investors will be entitled to a
portion of net storage revenues generated to a maximum of 33,000 storage spaces.

The following summarizes the agreements in place prior to the current fiscal
year:

ARIZONA. On February 9, 1999, the previous agreements with the Company's Arizona
Revenue Sharing investors were modified and replaced by a Revenue Sharing
Agreement for the state of Florida for a price of $1,000,000. Under the terms of
this agreement the Company credited the investors previously paid $450,000
toward the purchase of the Revenue Sharing Agreement. The balance of $550,000
will be paid through their Revenue Sharing entitlements to their share of net
storage revenues. The Revenue Sharing Agreement applies to net storage revenues
originating from specimens from within the state of Florida. The Revenue Sharing
Agreement entitles the investors to net revenues from a maximum of 33,000
storage spaces and cancels the investor's obligation to provide the Company with
$675,000 plus accrued interest under the prior Arizona agreement.

ILLINOIS. In 1996, the Company signed agreements with a group of investors
entitling them to an on-going 50% share in the Company's portion of net storage
revenues generated by specimens stored in the Illinois Masonic Medical Center.
Since the Company will no longer be storing new specimens in Chicago, the
agreements were modified in 1998 to entitle the investors to a 50% share of the
Company's portion of net revenues relating to specimens originating in Illinois
and its contiguous states and stored in Clearwater, Florida for a maximum of up
to 33,000 spaces. The revenue generated by this Single Unit Revenue Sharing
Agreement was $1,000,000.

BIO-STOR. On February 26, 1999, the Company modified all previous agreements
with Bio-Stor International, Inc. The modified agreement enters Bio-Stor into a
Revenue Sharing Agreement for the state of New York. The Company will credit
Bio-Stor's $900,000 (previously paid) toward the purchase of 90% of New York.
Bio-Stor will receive 90% of the 50% share in CRYO-CELL's portion of net storage
revenues generated by the specimens originating from the Company's clients in
the state of New York for up to 33,000 shared spaces. This agreement supersedes
all other agreements between Bio-Stor International, Inc and the Company.

TENET HEALTHCARE CORPORATION. On November 30, 1996, the Company signed
agreements with OrNda HealthCorp. Two "one-third" Revenue Sharing Agreements
were purchased in which OrNda paid the Company $666,666. OrNda was acquired by
Tenet Healthcare Corporation which agreed to be bound by the terms of the OrNda
agreements. The agreements were renegotiated and the Company will store all
Tenet originated specimens at its headquarter's lab in Clearwater, Florida
while paying Tenet a revenue sharing entitlement.

PATENTS

     The Company has been granted patents with respect to its cellular storage
systems. In addition the Company has filed several additional United States and
foreign patents. There can be no assurances, however, that the pending patent
applications will be issued as patents or, if issued, that the patents will
provide the Company with significant protection against competitors.

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COMPETITION

     The Company is aware of at least three competing companies in the
marketplace. These companies, Viacord, Cord Blood Registry, Inc. and Corcell,
charge a considerably higher price for their services than does the Company. The
Company believes it will be able to successfully compete due to its pricing
structure, since it currently is the most affordable program in the United
States and its marketing approach, which includes agreements with Lamaze
Publishing Company to sponsor the Lamaze You and Your Baby tutorial tape among
others.

RESEARCH, DEVELOPMENT AND RELATED ENGINEERING

     The Company has incurred $91,001 during fiscal 1999, compared to $352,743
during fiscal 1998 on research, development and related engineering expenses.
These expenses are attributed to the design, development and approval of the
Company's its CCEL III technology.

GOVERNMENT REGULATION

     The CCEL Cellular Storage technology is a class II device and falls under
the Food and Drug Administration's (FDA) regulations at 21 C.F.R. ss. 864.9700
("blood storage refrigerator/freezer"). Devices regulated under 21 C.F.R. ss.
864.9700 have been granted an exemption from the 510(k) notification
requirements. To date, the FDA does not regulate banks that collect and store
cord blood for private, family use.

     In June 1998, the Company was granted a license to operate in the state of
New York. The New York Department of Health approved the Company's application
to operate as a comprehensive tissue procurement service, processing and storage
facility. This license allows the Company to offer its cord blood stem cell
storage services to the residents of New York, which represents a market in
excess of 270,000 annual births.

     In September 1999, the Company was granted a Blood Bank license to operate
in the state of New Jersey. The Company is now authorized to operate in all 50
states.

     The Company has established a Medical & Scientific Advisory Board comprised
of more than 10 researchers, physicians and scientists from various fields such
as oncology, stem cell research, hematology, genetic research, assisted
reproduction and other specialties. Many of the Company's Advisory Board members
are heads of their departments and are committed to cellular storage as part of
new services to improve patient care and save lives.

EMPLOYEES

     At February 28, 2000 there are 16 employees on the full-time staff of the
Company. The following are the key members of the Company's management group:

Daniel D. Richard, Chairman of the Board, President and Chief Executive Officer.
Mr. Richard is the founder of the Company and co-inventor of the Company's
technologies. He has served as Chairman of the Board since the Company's
inception. In 1986, he was a co-founder and served as an initial officer and
director of Marrow-Tech, Inc., a publicly traded company engaged in the field of
cellular replication. Prior to that Mr. Richard was President of Daniel Richard
Consultants, Inc. During that time frame his organization was responsible for
setting up restaurant marketing programs in over forty cities.

Gerald F. Maass, Executive Vice President and General Manager. Mr. Maass joined
the Company in March 1998. Mr. Maass joined the Company from Critikon, a
subsidiary of Johnson & Johnson, where his most recent position was
International Director of Marketing for the Patient Monitoring business. Mr.
Maass' ten-year tenure with Johnson and Johnson included several marketing and
business development

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roles; he also served on the Critikon management committee. Prior to Johnson &
Johnson, Mr. Maass was with Baxter Healthcare and Control Data Corporation in
marketing, sales management, business development and business management roles.
Mr. Maass began his career with Mayo Clinic in Rochester, MN and holds a degree
in Medical Technology. In September 1998, Mr. Maass was appointed a member of
the Company's Board of Directors.

Geoffrey J. O'Neill, Ph.D., Laboratory Director. Dr. O'Neill joined the company
in April 1999 and has oversight of the Company's processing laboratory and
storage facility. He has over 25 years experience in human hematopoetic
progenitor cell therapy, including expertise in the processing, cryopreservation
and storage of stem cells, flow cytometry analysis, HLA typing and CD34+ cell
purification. Dr. O'Neill also has expertise in immunohematology and blood
banking. A co-author of many publications, he has an undergraduate degree in
microbiology and a Ph.D. in Immunology.

Robert E. Vago, C.Eng. P.Eng., M.I.Mech.E., Vice President, Product Development.
Mr. Vago joined the Company in January 1997 and has technical oversight for the
CCEL II, the Company's computer controlled and robotically served cryogenic
cellular storage device. He is also responsible for the development of
CRYO-CELL's next generation mass storage technology, the CCEL III. Mr. Vago is
the sole inventor for 15 major U.S. Patent awards, including the recently
awarded U.S. Patent for the CCEL III device (which patent has been assigned to
the Company). Prior to joining CRYO-CELL, Mr. Vago was Corporate Vice President
of R&D for the Arjo Group of North America, a medical device manufacturer.

Jill Taymans, Chief Financial Officer. Ms. Taymans joined the Company in April
1997 serving initially as Controller and was appointed CFO in May 1998. Ms.
Taymans graduated from the University of Maryland in 1991 with a BS in
Accounting. She has worked in the accounting industry for over eight years in
both the public and private sectors. Prior to joining the company she served for
three years as Controller for a telecommunications company in Baltimore,
Maryland.

E. Thomas Deutsch, III, Director of Systems Development. Mr. Deutsch joined the
Company in May 1996 and is a software and process engineer, specializing in
healthcare information systems. He graduated from the University of North
Carolina in Chapel Hill in 1986 with a bachelor of science degree in
Mathematics. Prior to joining the Company in 1996, Mr. Deutsch worked for Shared
Medical Systems in Malvern, PA, IBM in Atlanta, GA, and HBO and Company in
Atlanta, GA. He is the Company's MIS Director. His responsibilities include
developing, implementing and supporting the Company's communications and
information systems, developing, implementing and supporting the Company's
Internet plan and systems engineering for the patented CCEL II Cellular Storage
System.

     Additional employees and staff will be hired on an "as needed" basis. The
Company believes its relationship with its employees to be excellent and
therefore does not contemplate any labor disputes.

NET/TECH INTERNATIONAL, INC.

     At November 30, 1999 the Company owned 1,557,711 shares of Net/Tech
International, Inc. common stock (Net/Tech NASD Bulletin Board symbol...NTTI)
which represented 15.9% of the outstanding shares (9,769,501 shares total) of
this company. The Company is considering an offering to sell its equity position
for a higher price than the carrying value at November 30, 1999.

INVESTOR RELATIONS

In November 1998, the Company signed an agreement with Saggi Capital Corp. to
administer the Company's investor relations program. Saggi Capital Corp.
represents emerging dynamic companies. The Company's relationship with Saggi
Capital Corp. will increase the visibility of the Company in the financial
community and future exposure to institutional investors. In January 2000, the
Company renewed its contract with Saggi Capital. Per the new agreement Saggi is
to provide business consulting and investor relations services for the Company
through January 2001.

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GENERAL

     In July 1999, the Company entered into a 20-year exclusive agreement with
The Cancer Group Institute, LLC, the nation's premier cancer information
service. The Cancer Group's Web site, www.cancergroup.com is accessed by
approximately 25,000 oncologists, radiologists and cancer patients daily. The
multi-faceted agreement will initially focus on bringing expectant mothers who
have a family history of cancer vital information about preserving their
newborn's umbilical cord blood stem cells. Oncologists working with patients who
are pregnant will be linked to the Company's Web site to become more aware of
the affordable alternative to having cord blood "thrown away" as waste material
at birth. The Company will also be working with the Cancer Group to heighten the
awareness of insurance companies, oncologists and cancer patients nationwide to
the importance of cord blood preservation for the family. In December 1999, the
Company obtained an option to purchase The Cancer Group Institute and all of its
assets, including its Web site, www.cancergroup.com. In addition, the Company
has received the authority from the Cancer Group Institute to negotiate Web site
advertising contracts on its behalf.

     In October 1999, the Company entered into an exclusive agreement with
Boston Healthcare Associates, Inc. Under the terms of the agreement, Boston
Healthcare will represent the Company's U-Cord program within the insurance
industry by exploring partnership and reimbursement strategies with major and/or
market dominant insurers. Insurance reimbursement for U-Cord processing and
storage is currently the exception--broader insurance coverage would greatly
expand the Company's customer base.

     In November 1999, the Company signed a Letter of Intent with an investor to
expand its U-Cord technology into the European marketplace for a fee of
$1,400,000. The Company received a non-refundable deposit of $100,000, with the
remaining $1,300,000 to be paid within one year of the signing of a formal
marketing agreement. The provisions of the formal agreement provide for the
Company to receive a share of all net marketing revenues from its U-Cord
processing and storage activities. The Company expects the formal agreement to
be finalized during the second quarter of 2000.

ITEM 2. DESCRIPTION OF PROPERTY

     The Company entered into a long-term lease in September 1997 for its
corporate headquarters in Clearwater, Florida. The 7,500 square foot facility
contains the Company's executive offices, its conference and training center,
its state-of-the-art laboratory processing and cryogenic storage facility and
its supporting scientific offices.

ITEM 3. LEGAL PROCEEDINGS

I.      In December, 1992, CRYO-CELL entered into an exclusive agreement with
        the University of Arizona to develop and enhance a commercial (paid for)
        cord blood stem cell bank. Prior to this agreement the University of
        Arizona had not commenced storing any cord blood specimens. CRYO-CELL
        provided the means for the University to obtain approximately 1400
        paying clients. Prior to the termination of the exclusive agreement,
        which CRYO-CELL alleges was unwarranted, the University breached its
        contract with CRYO-CELL and entered into an Agreement with Cord Blood
        Registry, Inc. (CBR).

        On or about July 11, 1996, CRYO-CELL filed suit in San Francisco
        Superior Court against the University of Arizona, Dr. David Harris and
        Cord Blood Registry, Inc. The suit claimed breach of contract and other
        related business torts. Months later, after settlement discussions were

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        unproductive, the University of Arizona counter-sued CRYO-CELL for
        breach of contract and negligent misrepresentation.

        On July 20, 1998, as a result of the evidence, the jury awarded
        $1,050,000 against Defendant University of Arizona. In addition, an
        award of $120,000 was granted against the University of Arizona and
        David Harris, individually, for misappropriation of trade secrets. The
        jury voted unanimously against the University and in favor of CRYO-CELL
        as to the counter claims. The court rejected three post-trial motions by
        the University of Arizona including a request to reduce the award or set
        aside the verdict.

        On or about September 27, 1999 the Company accepted the University's
        offer of $800,000 and settled the matter. On September 30, 1999, the
        Company received $441,000 from the University of Arizona. The remaining
        balance of $359,000 is being held in escrow, to satisfy a legal lien
        filed November 4, 1998 by the Company's previous attorneys, Horwitz and
        Beam. The Company disputes their position and has countersued Horwitz
        and Beam for malpractice and is seeking $1,000,000 in compensatory
        damages and an unspecified amount of punitive damages deemed appropriate
        by the court.

II.     CRYO-CELL retained the services of Horwitz & Beam, a California law
        firm, to handle the above described lawsuit including its allegations
        against CBR for interference in a legitimate contract between two
        parties and unfair business practices, among other claims. The court
        granted a summary judgment dismissal in favor of CBR. CRYO-CELL believes
        that Horwitz & Beam mishandled the CBR aspect of the case and certain
        aspects of its case against the University of Arizona. There is a
        dispute as to whether Horwitz and Beam is entitled to the fees of
        $129,822 they claim is owed by the Company.

        On March 8, 1999, the Company, the Company's CEO and Chairman, the
        Company's Executive Vice President, and the Company's legal counsel were
        named as the defendants in a lawsuit filed in the Superior Court of
        Orange County, California by Horwitz & Beam, the attorneys which had
        represented CRYO-CELL in its suit against the University of Arizona et
        al. The plaintiff alleges breach of contract and seeks payment of
        $129,822 in allegedly unpaid fees and costs associated with the
        University of Arizona litigation. The plaintiff also asserts claims of
        misrepresentation. In reference to these misrepresentation claims,
        plaintiff has filed a Statement of Damages, which asserts $1,000,000 in
        general damages and $3,500,000 in punitive damages.

        Accordingly, on June 14, 1999, the Company filed: (1) an answer denying
        all liability; (2) a counterclaim for breach of contract and
        malpractice, seeking in excess of $1 million in compensatory damages
        arising from the malpractice; (3) a motion to dismiss the individual
        defendants for lack of jurisdiction; and (4) a motion to dismiss all
        punitive damages allegations against the Company.

                          Recent Event - Judge's Ruling

        On December 17, 1999, Judge Alicemarie H. Stotler of the United States
        District Court in the Central District of California, issued an Order in
        which she: (1) granted CRYO-CELL International, Inc.'s ("CRYO-CELL")
        Motion to Strike Punitive Damages and Dismiss Part of the Complaint; (2)
        granted Daniel Richard's, Mark Richard's and Gerald F. Maass' (the
        "Individual Defendants") Motion to Dismiss Complaint for Lack of
        Personal Jurisdiction; and (3) granted in part and denied in part
        Horwitz & Beam, Inc.'s ("H&B") Motion for Order Dismissing Counterclaim
        and/or Strike Portions Thereof. As discussed in more detail below, the
        net effect of this order was to reframe the Complaint as a fee dispute,
        as opposed to a multi-million dollar claim for fraud against CRYO-CELL
        and its corporate officers. By its order, the Court has barred

                                       11
<PAGE>

        recovery in this action against the Individual Defendants, and has
        reduced CRYO-CELL's exposure from over $3.5 million dollars to $129,822,
        plus a possible award of attorneys' fees.

        By granting CRYO-CELL's Motion to Strike Punitive Damages and Dismiss
        Part of the Complaint, the Court dismissed H&B's Fourth Claim for Relief
        for intentional misrepresentation, i.e., fraud, against CRYO-CELL and
        the Individual Defendants. The Court held that the promises purportedly
        made to H&B concerning the opening of an "escrow," even if not
        ultimately fulfilled, were not fraudulent. In fact, the Court said that
        "although the Individual Defendants clearly made representations that an
        "escrow" would be established, their not having done so, in light of
        uncertainties of the future course of litigation and their misgivings of
        plaintiff's performance, suggests nothing more than a negotiation of
        payment terms."

        The Court granted CRYO-CELL's Motion to Strike Punitive Damages Claims
        with respect to H&B's Fifth Claim for Relief because such damages are
        not available in connection with negligence claims. Having dismissed the
        Fourth Claim for Relief for Fraud, H&B's motion to strike the punitive
        damages claimed in connection therewith was rendered moot.

        The Court granted the Individual Defendants' Motion to Dismiss for Lack
        of Personal Jurisdiction, holding that the fiduciary shield doctrine
        insulates them from the Court's exercise of personal jurisdiction. The
        fraud-based exception to this doctrine does not apply in that H&B's
        fraud claim was dismissed.

        In granting H&B's Motion for Order to Strike Portions of CRYO-CELL's
        Counterclaim, the Court held that the facts pleaded with respect to
        H&B's concealment of the loss of its claims against Cord Blood Registry
        could not support a claim for punitive damages. Accordingly, the
        punitive damages claim was dismissed. If, through discovery, we identify
        additional facts concerning the concealment and the threats such that we
        are able to plead with more particularity to satisfy the judge, we can
        consider seeking leave of court to amend the Counterclaim to reinstate
        our claim for punitive damages. In addition, the Court held that because
        the Retainer Agreement between the parties did not contemplate an award
        of attorneys' fees in the event that CRYO-CELL sues for legal
        malpractice, CRYO-CELL cannot seek attorneys' fees.

        Finally, the Court denied H&B's motion to strike the purportedly
        disparaging comments in the Counterclaim concerning H&B's conduct of the
        underlying litigation because H&B failed to make a showing sufficient to
        establish that the remarks were scandalous, impertinent or immaterial.

        CRYO-CELL has established an escrow in the amount of $359,000 to cover
        the disputed legal fees ($129,822) and the 20% recovery of the Judgement
        against the University of Arizona and David Harris. The Company has
        requested the release of approximately $70,000 from escrow, which is the
        excess of 20% of the $800,000 actual settlement amount. The overage is a
        result of CRYO-CELL's settlement of the $1,170,000 original jury award.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.

                                       12
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

     In January of 1997, the Company's stock began trading on the NASDAQ Small
Cap market. The Company's common stock traded on the Over-The-Counter market
since January 10, 1991, the date of the Company's initial public offering. The
following table shows, for the calendar periods indicated, the high and low
closing bid quotations for the Company's common stock as reported by the Dow
Jones Retrieval Service. The quotations represent inter-dealer prices without
retail mark-up, markdown or commission and may not represent actual
transactions.

                                              HIGH                  LOW
                                             ------                -----
1998
----
February 28, 1998                            4 1/16                2 5/8
May 31, 1998                                 4 1/8                 2 9/16
August 31, 1998                              2 5/8                 1 1/8
November 30, 1998                            3                       9/16

1999
----
February 28, 1999                            2 5/8                 2 15/32
May 31, 1999                                 2                     1 7/8
August 31, 1999                              4 23/32               4 7/16
November 30, 1999                            7 1/4                 5 13/16


     The Company has not declared any cash dividends on its common stock and
does not expect to do so in the near future.

     As of February 28, 2000, the Registrant had 418 shareholders of record, and
management believes there are approximately 1,200 additional beneficial holders.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The following discussion and analysis of the financial condition and
results of operations of the Company for the two years ended November 30, 1999,
should be read in conjunction with the financial statements and related notes as
well as other information contained in this Annual Report on Form 10-KSB.

GENERAL

     The Company is engaged in cryogenic cellular storage and the design and
development of cellular storage devices used in its cellular storage programs.
Since its inception, the Company's activities have involved the design and
development of its cellular storage system ("CCEL Cellular Storage System") and
in securing patents on the same. While the Company's patented cellular storage
system is capable of multi-faceted storage, the Company's primary focus has been
the cryopreservation of umbilical cord blood stem cells as its initial entry
into the cellular storage market. Historically, the Company has been financed
primarily through both the private and public equity markets and is currently
the only public company offering the private storage of cord blood.

     The revenue recognized to date has been a combination of sales of its
U-Cord program to customers and the sale of Revenue Sharing Agreements to
investors. The most recent Revenue Sharing Agreement was recognized during
fiscal Fourth Quarter, 1999.


                                       13
<PAGE>

RESULTS OF OPERATIONS

     Fiscal 1999 was a year of significant growth for the Company's U-Cord
program. In addition to dramatic growth in sales to customers, the Company was
able to conclude the sale of a partial State Revenue Sharing Agreement. The
Company also settled its outstanding litigation with the University of Arizona
for $800,000.

SALES. For the fiscal year ended November 30, 1999, the Company had revenues of
$1,700,985 compared to $331,134 in the prior fiscal year. Fiscal 1999 revenues
were comprised of $500,000 for a partial Revenue Sharing Agreement and
$1,200,985 in sales to customers. Actual processing and storage revenue from
sales to customers increased $869,851 or 263%. This upward sales trend has
continued into the first quarter of fiscal 2000.

COST OF SALES. In the fiscal year ended November 30, 1999, cost of sales was
$237,741 compared to $218,018 in the prior year. The cost of sales for the
Company's U-Cord program was $472,352. This cost was adjusted by $332,851 as a
result of a reversal of expenses previously charged against several of the
Company's Revenue Sharing Agreements that were re-negotiated during fiscal 1999.
Discounting this impact, gross margins increased from 34% in fiscal 1998 to 53%
in fiscal 1999 (after adjustment).

MARKETING, GENERAL AND ADMINISTRATIVE EXPENSES. Marketing, general and
administrative expenses during the fiscal year ended November 30, 1999, were
$2,321,089 as compared to $1,866,033 in 1998. This increase reflects, in part,
the expenses of market development, lab operations support and client services
expansion associated with the growth of the Company's cellular storage program.
The Company has paid $698,613 in expenses through the issuance of its common
stock.

RESEARCH, DEVELOPMENT AND RELATED ENGINEERING EXPENSES. Research, development
and related engineering expenses during the fiscal year ended November 30, 1999,
were $91,001 as compared to $352,743 in 1998. The reduction reflects the impact
of previous investments and pre-payments toward the conclusion of the Company's
third generation cellular storage system.

MATERIAL FOURTH QUARTER ADJUSTMENTS. The results for the fourth quarter ending
November 30, 1999, includes the following adjustment: the reversal of
expenses previously charged as an assignment of a proportionate share of
cellular storage unit cost to the related Revenue Sharing Agreement revenue
(cost of sales expense of $332,851).

LIQUIDITY AND CAPITAL RESOURCES

     At November 30, 1999, the Company had cash and cash equivalents of
$1,555,190 as compared to $499,696 in 1998. The increase in cash and cash
equivalents was due primarily to the conclusion of a private placement equity
financing during November 1999. The gross proceeds from this offering was
$1,100,000 through the sale of 250,000 shares of the Company's restricted common
stock.

     Through February 28, 2000, the Company's sources of cash have been from
sales of its U-Cord program to customers, the issuance of its own equities, the
sale of Revenue Sharing Agreements, and the sale of subsidiary stock (prior to
1998). Due to increases in the market price of the Company's stock, it is
anticipated that the Company will be able to realize cash from the exercises of
its previously issued stock option contracts. At February 28, 2000, the Company
is virtually debt-free.

     The Company anticipates that its cash reserves and its cash flows from
operations will be sufficient to fund its future growth. Cash flows from
operations will depend primarily on increasing revenues resulting from an
extensive umbilical cord blood cellular storage marketing campaign. The
Company's direct sales of its U-Cord cellular storage program have increased
significantly due to the public awareness being created through its activities
with Lamaze Publishing, Medical Marketing

                                       14
<PAGE>

Network, the Company's Web site and other forms of marketing exposure.

YEAR 2000

     The Company completed its data processing readiness plan for the Year 2000
(Y2K) and has successfully transitioned into the Year 2000 without adverse
impact on its operations.

FACTORS THAT MAY AFFECT FUTURE RESULTS AND MARKET PRICE OF STOCK

     The Company operates in a rapidly changing environment that involves
numerous risks, some of which are beyond the Company's control. The following
discussion highlights some of the risks the Company faces.

MARKET ACCEPTANCE FOR CRYOPRESERVED STEM CELLS. The market for cryopreserved
stem cells has gained increasing support from the medical community. While the
market is still relatively new, the Company believes it will gain increasing
popularity due, in part, to the medical attention given to cryogenic technology.
The Company is relying upon significant market growth to meet future revenue
projections.

POSSIBLE NEED FOR ADDITIONAL CAPITAL. The Company currently has in excess of
$1,500,000 in cash and cash equivalents and has sufficient operating capital for
at least 12-18 months. There can be no assurance that sales will continue to
increase or even maintain current levels. The Company may need to raise
additional capital. There can be no assurance that such capital will be
available.

COMPETITIVE ENVIRONMENT. In the Company's opinion, the potential medical
benefits for cryopreserved stem cells is likely to attract additional
competitors in the market. The Company believes its storage technology and
marketing edge will enable it to offer a more affordable service than its
competitors can provide. The Company believes it can compete successfully on the
basis of volume and its pricing advantage.

UNEVEN PATTERN OF QUARTERLY OPERATING RESULTS. The Company's revenue in general,
and in particular its Revenue Sharing Agreement revenues, are difficult to
forecast and can vary from quarter to quarter due to various factors, including
(1) the relatively long sales cycles for these Agreements, and (2) the size and
timing of individual Agreement transactions. Notwithstanding the revenues from
Revenue Sharing Agreements, the Company's sales from its U-CordTM program are
increasing dramatically and the Company believes it will rely on these sales
from operations to a more significant extent during fiscal year 2000 and beyond.
The accrual of the Company's annual storage fees will increasingly add to its
base revenues

MANAGEMENT OF GROWTH. The Company anticipates rapid growth and plans to
capitalize on this growth opportunity in the cryopreserved stem cells business.
The Company's future operating results will depend on management's ability to
manage this anticipated growth, continuously hire and retain qualified
employees, and properly forecast revenues and control expenses. An unexpected
decline in the growth rate of revenues without a corresponding and timely
slowdown in expense growth could have a material adverse effect on the Company's
business, results of operations or financial condition.

ENFORCEMENT OF THE COMPANY'S INTELLECTUAL PROPERTY RIGHTS. The Company relies on
a combination of the protections provided under applicable patent, copyright,
trademark and trade secret laws. It also relies on confidentiality procedures
and licensing arrangements to establish and protect its rights in its products
and services. Despite the Company's efforts to protect these rights, it may be
possible for unauthorized third parties to copy certain portions of the
Company's products or to reverse engineer or obtain and use technology or other
information that the Company regards as proprietary. In addition, the laws of
certain countries do not protect the Company's proprietary rights to the same
extent as do the laws of the United States. Accordingly there can be no
assurances that the Company will be able to protect its proprietary


                                       15
<PAGE>

technology and other intellectual property against unauthorized third party
copying or use.

INTERNATIONAL SALES. The Company is negotiating to expand into international
markets and has ongoing discussions in this regard. Although the Company has not
been involved in international marketing through February 28, 2000, the Company
believes this market offers attractive potential. The Company intends to use a
portion of its recent investment capital and its presence on the Internet to
establish a global presence. Such growth in international business will be
subject to the risks attendant thereto, including the general economic
conditions in each country, the overlap of different tax structures, the
difficulty in managing an organization operating in various countries, changes
in regulatory requirements, compliance with a variety of foreign laws and
regulations and possible longer payment cycles in certain countries.


                                       16
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

     The financial statements and supplementary data listed in the accompanying
Index to Financial Statements are attached as part of this report.

CRYO-CELL INTERNATIONAL, INC.

LIST OF FINANCIAL STATEMENTS

The following consolidated financial statements of CRYO-CELL International, Inc.
are included in Item 7:

Report of Independent Auditor                                          18

Consolidated Balance Sheets                                           F 1

Consolidated Statements of Profit and Loss                            F 2

Consolidated Statements of Cash Flows                                 F 3

Consolidated Statements of Shareholders' Equity                       F 4

Consolidated Notes to Financial Statements                            F 5

All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.


                                       17
<PAGE>

               [WEINICK SANDERS LEVENTHAL & CO., LLP LETTERHEAD]




                          REPORT OF INDEPENDENT AUDITOR


To the Board of Directors of
     CRYO-CELL International, Inc.

We have audited the accompanying consolidated balance sheets of CRYO-CELL
International, Inc. and subsidiaries as of November 30, 1998 and 1997, and the
related consolidated statements of operations, shareholder's equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of CRYO-CELL
International, Inc. and subsidiaries as of November 30, 1998 and 1997, and the
consolidated results of their operations and their cash flows for the years then
ended in conformity with generally accepted accounting principles.


                                            Weinick Sanders Leventhal & Co., LLP
                                                 (Successors to the Practice of
                                             Mirsky, Furst and Associates, P.A.)
                                                                    New York, NY
                                                                February 4, 2000


                                       18
<PAGE>
                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                     ASSETS
                                                                       NOVEMBER 30,       NOVEMBER 30,
                                                                           1999               1998
                                                                       ------------       ------------
<S>                                                                    <C>                <C>
CURRENT ASSETS
   Cash and cash equivalents                                           $  1,555,190       $    499,696
   Accounts receivable and advances (net of allowance for
      doubtful accounts of $14,688 in 1999 and $13,380 in 1998)              57,548             47,642
   Receivable - litigation                                                   69,178                 --
   Receivable - Revenue Sharing Agreement                                   450,000                 --
   Marketable securities                                                    109,407            198,114
   Refundable income taxes                                                      890              8,078
   Prepaid expenses and other current assets                                200,266             79,690
                                                                       ------------       ------------
     Total current assets                                                 2,442,479            833,220
                                                                       ------------       ------------

PROPERTY AND EQUIPMENT                                                    2,719,804          2,371,993
                                                                       ------------       ------------
OTHER ASSETS
   Intangible assets (net of amortization of $65,864 and $42,269)            66,095             69,462
   Marketable securities                                                    219,383            521,279
   Deposits with vendors and others                                          82,681            133,175
                                                                       ------------       ------------
     Total other assets                                                     368,159            723,916
                                                                       ------------       ------------

                                                                       $  5,530,442       $  3,929,129

                                                                       ============       ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                       NOVEMBER 30,       NOVEMBER 30,
                                                                           1999               1998
                                                                       ------------       ------------
CURRENT LIABILITIES
   Accounts payable                                                    $     35,689       $    293,159
   Accrued expenses and withholdings                                        167,189            291,788
   Short term borrowings                                                         --            565,000
   Convertible notes payable                                                     --            540,000
   Current portion of obligations under capital leases                        7,604              4,805
                                                                       ------------       ------------
Total current liabilities                                                   210,482          1,694,752
                                                                       ------------       ------------
OTHER LIABILITIES
    Unearned revenue                                                        145,535             75,236
    Deposits                                                                124,550             25,000
    Obligations under capital leases-net of current portion                  17,652             15,928
                                                                       ------------       ------------
Total other liabilities                                                     287,737            116,164
                                                                       ------------       ------------
STOCKHOLDERS' EQUITY
   Preferred stock ,$.01 par value, 500,000 shares authorized and unissued       --                 --
   Common stock (15,000,000 $.01 par value common shares
      authorized; 9,193,155 at November 30, 1999 and 7,654,597 at
      November 30, 1998 issued and outstanding)                              91,932             76,546
   Additional paid-in capital                                            12,351,688          8,651,428
   Stock subscription receivable                                                 --           (150,000)
   Net realized gain (loss) on marketable securities                        (71,210)           319,393
   Accumulated deficit                                                   (7,340,187)        (6,779,154)
                                                                       ------------       ------------
Total shareholders' equity                                                5,032,223          2,118,213
                                                                       ------------       ------------
                                                                       $  5,530,442       $  3,929,129
                                                                       ============       ============
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
                                       F1
<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                               FOR THE YEARS ENDED
<TABLE>
<CAPTION>
                                                        NOVEMBER 30,      NOVEMBER 30,
                                                           1999              1998
                                                        -----------       -----------
<S>                                                     <C>               <C>
Revenue                                                 $ 1,700,985       $   331,134
                                                        -----------       -----------

COSTS AND EXPENSES:
   Cost of sales                                            237,741           218,018
   Marketing, general & administrative expenses           2,321,089         1,866,033
   Research, development and related engineering             91,001           352,743
   Depreciation and amortization                            109,098           164,015
                                                        -----------       -----------

                           Total cost and expenses        2,758,929         2,600,809
                                                        -----------       -----------

OPERATING LOSS                                           (1,057,944)       (2,269,675)
                                                        -----------       -----------

OTHER INCOME AND (EXPENSE):

   Interest Income/Other Income                               2,891            10,622
   Interest expense                                         (16,158)          (51,868)
   Award on litigation                                      510,178                --
   Gain on sale of investment                                    --           515,574
                                                        -----------       -----------

                           Total other income               496,911           474,328
                                                        -----------       -----------

LOSS BEFORE EQUITY IN NET LOSS OF
   UNCONSOLIDATED AFFILIATE                                (561,033)       (1,795,347)
Equity in net loss of unconsolidated affiliate                   --          (455,271)
                                                        -----------       -----------
NET LOSS                                                $  (561,033)      $(2,250,618)
                                                        ===========       ===========
NET LOSS PER SHARE                                      $     (0.07)      $     (0.31)
                                                        ===========       ===========

Number of Shares Used In Computation                      8,493,794         7,275,846
                                                        ===========       ===========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                       F2

<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED NOVEMBER 30, 1999 AND 1998

<TABLE>
<CAPTION>

                                                                                          ADDITIONAL
                                                               COMMON STOCK                PAID-IN         ACCUMULATED
                                                         SHARES            AMOUNT          CAPITAL           DEFICIT
                                                       -----------      -----------      -----------      -----------
<S>                                                      <C>            <C>              <C>              <C>
BALANCE DECEMBER 1, 1997                                 7,186,501      $    71,865      $ 7,702,791      $(4,528,536)
Proceeds from sale of common stock                         312,000            3,120          391,880         (150,000)
Sale of options at $1.00 per option
    with an exercise price of $5.00 per share                                                 62,500
Shares issued upon exercise of options                       5,000               50           12,450
Shares issued for services provided                         81,097              811          138,880
Debt converted to common shares                             70,000              700           79,354
Increase in carrying value accounting
    for Unconsolidated Affiliate                                                             263,573
Net increase in value of marketable securities
Net (Loss)                                                                                                 (2,250,618)
                                                       -----------      -----------      -----------      -----------
BALANCE NOVEMBER 30, 1998                                7,654,598           76,546        8,651,428       (6,779,154)
Issuance of shares                                         780,000            7,800        2,205,627
Shares issued upon exercise of options                     216,000            2,160          249,340
Shares issued for services provided                        233,700            2,337          696,276
Shares issued for conversion of debt and interest          308,857            3,089          549,017
Net decrease in value of marketable securities
Net (Loss)                                                                                                   (561,033)
                                                       -----------      -----------      -----------      -----------
BALANCE NOVEMBER 30, 1999                                9,193,155      $    91,932      $12,351,688      $(7,340,187)
                                                       ===========      ===========      ===========      ===========
[RESTUBBED FROM TABLE ABOVE]

                                                        UNREALIZED                            TOTAL
                                                        LOSSES ON           STOCK             SHARE-
                                                        MARKETABLE       SUBSCRIPTION        HOLDERS'
                                                        SECURITIES        RECEIVABLE          EQUITY
                                                       -----------       -----------       -----------

BALANCE DECEMBER 1, 1997                               $  (175,000)      $         0       $ 3,071,120
Proceeds from sale of common stock                                          (150,000)          245,000
Sale of options at $1.00 per option
    with an exercise price of $5.00 per share                                                   62,500
Shares issued upon exercise of options                                                          12,500
Shares issued for services provided                                                            139,691
Debt converted to common shares                                                                 80,054
Increase in carrying value accounting
    for Unconsolidated Affiliate                                                               263,573
Net increase in value of marketable securities
Net (Loss)                                                                                  (2,250,618)
                                                       -----------       -----------       -----------
BALANCE NOVEMBER 30, 1998                                       --          (150,000)        2,118,213
Issuance of shares                                                           150,000         2,363,427
Shares issued upon exercise of options                                                         251,500
Shares issued for services provided                                                            698,613
Shares issued for conversion of debt and interest                                              552,106
Net decrease in value of marketable securities            (390,603)                           (390,603)
Net (Loss)                                                                                    (561,033)
                                                       -----------       -----------       -----------
BALANCE NOVEMBER 30, 1999                              $  (390,603)      $         0       $ 5,032,223
                                                       ===========       ===========       ===========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                       F3

<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                        FOR THE YEARS ENDED NOVEMBER 30,
<TABLE>
<CAPTION>
                                                                                     1999              1998
                                                                                  -----------       -----------
<S>                                                                               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Loss                                                                     $  (561,033)      $(2,250,618)
     Adjustments to reconcile net loss to cash used in operating activities:
        Depreciation and amortization                                                 109,098           164,015
        Amortization of unearned income                                                (7,645)           (4,608)
        Write off of deposit for cellular storage systems                                  --           250,000
        Write off of patents and trademarks                                            17,415                --
        Allowance for bad debts                                                         1,308             9,042
        Gain on sale of unconsolidated affiliate's stock                                   --          (515,574)
        Equity in loss of unconsolidated affiliate                                         --           455,271
        Issuance of common stock for interest and services rendered                   710,719           139,692
     Changes in assets and liabilities:
        Accounts receivable                                                           (11,214)            5,953
        Receivable - litigation                                                       (69,178)               --
        Receivable - Revenue Sharing Agreement                                       (450,000)               --
        Prepaid expenses and other current assets                                    (120,576)          (22,014)
        Deposits                                                                       50,494          (112,091)
        Accounts payable and accrued expenses                                        (382,066)          191,594
        Refundable income taxes payable                                                 7,188            13,260
        Unearned revenue and deposits                                                 177,497            96,136
                                                                                  -----------       -----------
NET CASH USED FOR OPERATING ACTIVITIES                                               (527,993)       (1,579,942)
                                                                                  -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
        Purchases of property and equipment                                          (422,814)         (247,538)
        Payments for intangible assets                                                (37,643)           (5,397)
        Proceeds from sale of investment                                                   --           471,402
                                                                                  -----------       -----------
NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES                              $  (460,457)      $   218,467
                                                                                  -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES
        Proceeds from the sale of securities                                        2,363,427           307,500
        Proceeds (repayment) of short term borrowings                                (565,000)          729,224
        Exercise of stock options                                                     251,500            12,500
        Repayment of capital leases                                                    (5,983)           (2,209)
                                                                                  -----------       -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES:                                          2,043,944         1,047,015
                                                                                  -----------       -----------
     Decrease (increase) in cash and cash equivalents                               1,055,494          (314,460)
     Cash and equivalents at beginning of year                                        499,696           814,156
                                                                                  -----------       -----------
     Cash and equivalents at end of year                                          $ 1,555,190       $   499,696
                                                                                  ===========       ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Interest paid                                                                $        --       $     8,676
                                                                                  -----------       -----------
     Income taxes paid                                                            $        --       $    64,772
                                                                                  -----------       -----------

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

     Debt and accrued interest converted into common stock                        $   552,106       $    80,054
                                                                                  ===========       ===========
     Issuance of 60,000 shares of the Company's holdings in Net/Tech
       International, Inc. as repayment of an obligation to the spouse of
       the Company's Chairman                                                     $        --            44,173
                                                                                  ===========       ===========
     Capital lease obligations incurred to acquire property assets                $    10,500       $    16,050
                                                                                  ===========       ===========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                       F4




<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 1999


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

     The Company was incorporated in Delaware on September 11, 1989. The Company
is engaged in cellular storage and the design and development of cellular
storage devices used in its storage programs. The revenue recognized to date has
been a combination of sales of its U-Cord program to customers and the sale of
Revenue Sharing Agreements to investors. During 1999 the Company's primary focus
has been the further development of the cellular storage of umbilical cord blood
stem cells in the Clearwater laboratory and the continued development of the
CCEL III Cellular Storage Unit.

     The Company formed its wholly-owned Delaware subsidiaries, Safti-Cell,
Incorporated, CCEL Immune System Technologies, Inc., CCEL Expansion
Technologies, Inc. and CCEL Bio-Therapies, Inc., in 1993. As of November 30,
1999, no shares have been issued for any of these subsidiaries. CCEL Immune
System Technologies, Inc. has opened a bank account but has had no activity in
it for the year ended November 30, 1999, and none of the other subsidiaries has
any financial activity but are all consolidated with the Company. The Company
has retained these corporations for possible future use.

     In September 1998 the Company acquired Medical Marketing Network, Inc.,
(MMN) a New York corporation, as part of a marketing agreement. This corporation
has not had any financial activity since its inception and none of the
consideration paid in conjunction with the agreement was assigned to the
purchase of MMN. The accompanying consolidated financial statements as at
November 30, 1999 and 1998 and for the years then ended include the accounts of
the Company and all of its wholly and majority owned subsidiaries. All
intercompany transactions have been eliminated in consolidation.

REVENUE RECOGNITION

     The Company recognizes revenue from cellular storage ratably over the
contractual storage period and processing fees upon the completion of
processing.

     Revenue is recognized when the Company enters into a Revenue Sharing
Agreement and the payment pursuant to the agreement has been satisfactorily
assured.

     In fiscal 1998, all of the revenue was generated from the processing and
storage of the U-Cord specimens. In fiscal 1999, $500,000 was recognized as
revenue from the sale of a partial State Revenue Sharing Agreement. The
remainder of the revenue was generated from the processing and storage of the
U-Cord specimens.

CONCENTRATION OF CREDIT RISKS

     Financial instruments that potentially subject the Company to concentration
of credit risk are principally cash and cash equivalent accounts in financial
institutions, which often exceed the Federal Depository Insurance limit. The
Company places its cash with high quality financial institutions and believes it
is not exposed to any significant credit risk.

     CRYO-CELL depends on one company for the manufacture of its CCEL II
cellular storage unit and several companies are manufacturing the CCEL III
cellular storage unit. However, the Company believes that alternative
manufacturing sources are available.


                                       F5
<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 1999


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts and disclosures reported in the financial
statements and accompanying notes. Accordingly, actual results could differ from
those estimates.

RECLASSIFICATIONS

     Reclassifications have been made to the prior year's Consolidated Financial
Statements to conform to the fiscal 1999 presentation.

CASH AND CASH EQUIVALENTS

     Cash and equivalents consist of highly liquid investments with a maturity
date at acquisition of three months or less.

MARKETABLE SECURITIES

     The Company accounts for marketable securities in accordance with Statement
of Financial Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities." All of the Company's marketable securities are
classified as available-for-sale as of the balance sheet date and are reported
at fair value, with unrealized gains and losses recorded as a component of
stockholders' equity (See Note 3). Since the stock owned in Net/Tech
International, Inc. is subject to trading restrictions a portion of this
investment has been classified as a non-current asset based upon the number of
shares that may not be sold in 2000.

STOCK SUBSCRIPTION RECEIVABLE

     Stock subscription receivable consists of amounts due from the sales of the
Company's restricted common stock. The proceeds of the sale were received in
December 1998.

RECEIVABLES

     In fiscal 1999, receivables consist of the balance due from the sale of a
partial State Revenue Sharing Agreement (See Note 13), the overage held in
escrow regarding the settlement with the University of Arizona (See Note 15 and
16) and amounts due from clients that have enrolled in the U-Cord processing and
storage program. In fiscal 1998, receivables consist of amounts due from clients
that have enrolled in the U-Cord processing and storage program. These
receivables are presented net of an estimated allowance for doubtful accounts
for processing and storage fees based on historical experience of amounts that
are uncollectible.


                                       F6
<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PROPERTY AND EQUIPMENT:

     Property and equipment are stated at cost. Depreciation is computed using a
straight-line method over estimated useful lives. Leasehold improvements are
amortized over the shorter of the respective life of the lease or the useful
life of the improvements.

     Upon the sale or retirement of depreciable assets, the cost and related
accumulated depreciation will be removed from the accounts and resulting profit
or loss will be reflected in income. Expenditures for maintenance and repairs
are charged to income as incurred.

     Estimated useful lives are as follows:

                Machinery and Equipment          5 - 10 years
                Furniture and Fixtures           5 - 7  years

INTANGIBLE ASSETS

     Costs incurred in connection with filing patent and trademark applications
are capitalized. Patents and trademarks granted are amortized on a straight-line
basis over a lifetime of 10 and 3 years, respectively. Abandoned patents are
expensed in the year of abandonment.

LONG-LIVED ASSETS

     In fiscal 1997, the Company adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of " ("SFAS 121"). Long lived assets and
identifiable intangibles to be held and used are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. Impairment is measured by comparing the carrying value
of the long-lived asset to the estimated undiscounted future cash flows expected
to result from uses of the assets and their eventual disposition. The adoption
of SFAS No. 121 did not have a material impact on the results of operations or
financial position of the Company.

RESEARCH AND DEVELOPMENT COSTS

     Research, development and related engineering costs are expensed as
incurred.

COSTS OF SALES

     Costs of sales represents the associated expenses resulting from the
processing, testing and storage of the U-Cord specimens. In fiscal 1999 an
adjustment was made to cost of sales reversing the previous assignment of a
proportionate share of the value of the equipment associated with the Revenue
Sharing Agreements. This adjustment was made because the Revenue Sharing
Agreements were renegotiated (See Note 13). In fiscal 1998, approximately
$125,000 of the cost of sales represents non-recurring expenses that were
incurred due to the arrangement with Reproductive Genetics Institute in Chicago,
Illinois to process specimens prior to the opening of the Company's laboratory
in Clearwater, Florida. Equipment costs related to Revenue Sharing Agreements
are expensed in the period in which the sale is recorded.


                                       F7
<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

LOSS PER COMMON SHARE

     In 1998, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128") which requires
the disclosure of basic and diluted earnings per common share for all periods
presented. Basic and diluted earnings per share are calculated based on the
weighted average number of common shares outstanding during the period. Diluted
earnings per share also give effect to the dilutive effect of stock options and
warrants (calculated based on the treasury stock method). The Company does not
present diluted earnings per share, as the effect of potentially dilutive shares
from stock is antidilutive. As a result, adoption of SFAS 128 has not affected
the basic and diluted losses per common share reported in any period.

EMPLOYEES STOCK PLANS

     The Company accounts for its stock options in accordance with the
provisions of the Accounting Principles Board (APB) Opinion No. 25, "Accounting
for Stock Issued to Employees." In accordance with SFAS No. 123, "Accounting for
Stock-Based Compensation," the Company continues to apply the provisions of APB
No. 25 for purposes of determining net income and has adopted the pro forma
disclosure requirement of SFAS No. 123 effective December 1, 1996.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income," which establishes standards for reporting and
display of comprehensive income and its components in a complete set of general
purpose financial statements; and SFAS No. 131, "Disclosure About Segments of an
Enterprise and Related Information," which establishes annual and interim
reporting standards for a Company's business segments and related disclosures
about it's products, services, geographic areas and major customers. Both SFAS
No. 130 and SFAS No. 131 are effective for fiscal years beginning after December
31, 1997. The Company believes that the adoption of the new standard will not
have a material effect on the financial statements.

     In February 1998, the Financial Accounting Standards Board issued SFAS No.
132 EMPLOYERS DISCLOSURES ABOUT PENSIONS AND OTHER POST RETIREMENT BENEFITS,
which revises employers' disclosures about pension and other post retirement
benefit plans, requires additional information on changes in the benefit
obligations and fair values of plan assets that will facilitate financial
analysis, and eliminates certain disclosures that are no longer deemed useful.
The statement is effective for fiscal years beginning after December 15, 1997.
The Company believes that the adoptions of this standard will not have a
material effect on the financial results of the Company.

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS
AND HEDGING ACTIVITIES. This statement establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives), and for
hedging activities. The statement requires companies to recognize all
derivatives as either assets or liabilities, with the instruments measured at
fair value. The accounting for changes in fair value, gains or losses, depends
on the intended use of the derivative and its resulting designation. The
statement is effective for all fiscal quarters of fiscal years beginning after
June 15, 1999. Adoption of this standard will not impact the financial results
of the Company.


                                       F8
<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 1999

NOTE 2 - PROPERTY AND EQUIPMENT

     The major classes of property and equipment are as follows:

<TABLE>
<CAPTION>
                                                     NOVEMBER 30,      NOVEMBER 30,
CLASSIFICATION                                           1999              1998
--------------                                        ----------        ----------
  <S>                                                 <C>               <C>
     Furniture and Equipment                          $  534,660        $  503,744
     Cellular Storage Units                              325,000           325,000
     Leasehold Improvements                              147,009           147,009
     Prototype                                                --                --
     Equipment not placed in service - net             1,952,582         1,539,645
                                                      ----------        ----------

Total                                                  2,959,251         2,515,398

Less
     Accumulated depreciation and amortization           239,447           143,405
                                                      ----------        ----------
     Property and equipment, net                      $2,719,804        $2,371,993
                                                      ==========        ==========
</TABLE>

     Certain components of the above equipment have not been depreciated since
they have not yet been placed in service at November 30, 1999. The equipment not
placed in service includes the cellular storage devices and related processing
equipment and construction in progress relating to construction and development
of the third generation cellular storage unit. Management believes the equipment
not presently in service has not experienced any impairment in value for usage
at November 30, 1999 and will continue to evaluate these assets as well as all
of its other assets and liabilities for impairment.

NOTE 3 - MARKETABLE SECURITIES

NET/TECH INTERNATIONAL

     In November 1998 the Company's ownership percentage in Net/Tech
International, Inc. (NTTI) decreased to less than 20% of the outstanding shares
of NTTI. In previous years, the Company accounted for its investment in NTTI
using the equity method but as of the date upon which its ownership percentage
fell below 20% the Company used the guidance in SFAS 115 ACCOUNTING FOR CERTAIN
INVESTMENT IN DEBT AND EQUITY SECURITIES, as described above, to account for the
investment. Since NTTI stock is thinly traded and subject to considerable price
fluctuation, if the Company were to attempt to sell large blocks of shares, it
is unlikely that the Company would be able to obtain the exchange market value
as listed. This security is therefore subject to considerable market risk as
well as subject to certain trading restrictions that limit the number of shares
that can be sold during a 90-day period.

     The Company recognized losses under the equity method for the NTTI
investment during 1998 reducing the cost basis of the stock to $0. The proceeds
from the sale and realized gains on the sale of the stock during 1998 were both
$515,574. The unrealized gain has been recorded as a component of stockholders'
equity in the amount of $292,850 and $685,393 to reflect the fair market value
of the investment as of November 30, 1999 and 1998 respectively.

OTHER SECURITIES

     In 1997 the Company acquired 100,000 shares of an equity security in
payment for the sale of a Revenue Sharing Agreement. The original cost as
determined by the trading price on the date of acquisition was $400,000. The
fair value of this security as of November 30, 1999 and 1998 was $35,940 and
$34,000 respectively and the unrealized holding loss on this security was
$364,060 and $366,000 as of November 30, 1999 and 1998 respectively.


                                       F9
<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 1999

NOTE 4 - ACCRUED EXPENSES

                                        NOVEMBER 30,    NOVEMBER 30,
                                           1999            1998
                                         --------        --------
     Accrued interest                    $     --        $  1,337
     Consultants and patent costs          41,399          25,000
     Legal and accounting                  42,605           4,111
     Payroll and payroll taxes             31,431           2,357
     Cellular storage unit                     --         166,945
     General expenses                      51,754          92,038
                                         --------        --------
                                         $167,189        $291,788
                                         ========        ========

NOTE 5 - PATENTS

     The Company has patented technology on automatic cryogenic preservation and
has received patents for additional functions of the cryogenic unit, for an
additional unit, which incorporates a multi-chambered design, and for a process
for controlled freezing/thawing. The Company has been granted patents in several
countries including Australia and Israel.

NOTE 6 - RELATED PARTY TRANSACTIONS

     In October 1998, the wife of the Chairman of the Board loaned the Company
$44,173. The note was repaid 20% in cash and the remainder was converted and
repaid with 60,000 shares of the Company's holdings of Net/Tech International,
Inc. common stock.

     In August and September 1998, the Company borrowed $100,000 from the wife
of the Chairman of the Board. The note was repaid in November 1998.

     In August 1998, the wife of the Chairman of the Board loaned the Company
$80,054. The note was converted and repaid with the issuance of 70,000 shares of
the Company's restricted common stock.

     On November 7, 1997, the Company issued 17,500 shares of restricted stock
to existing shareholders in consideration for their assistance with their
pledging of collateral for the Company's line of credit. This award represented
a grant of 5% of the shares that were pledged. The value of the shares issued of
$56,875 was capitalized as a loan acquisition cost and was amortized over the
life of the loan period August 1, 1997 to July 31, 1998.

     During 1998 and 1997 the Company sold 326,000 and 154,218 shares of
Net/Tech common stock recognizing a gain of $515,574 and $443,153 respectively.


                                      F10
<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 1999

NOTE 7 - LEASES

     The Company leases a building under an operating lease for its storage,
laboratory and general office facilities. The lease that expires in 2004
includes provisions for escalations. Rent charged to operations was $127,513 in
1999.

     The Company leases an apartment under an annual renewable operating lease
for $700 per month, which expires October 31, 2000.

     The Company leases a liquid nitrogen storage tank under an operating lease,
which expires in 2002. The lease payments are $695 per month.

     Minimum required future rental payment under these operating leases as of
November 30, 1999, are as follows:

                   2000                      $151,379
                   2001                       145,471
                   2002                       151,515
                   2003                       149,534
                   2004                       129,216
                                              -------
                                             $727,115
                                             ========

     The Company is obligated under capital leases that expire at various dates
during the next four years. The following is a summary of assets under capital
leases as of November 30, 1999 and 1998, which are included in the accompanying
financial statements under the caption of property and equipment:

                                              1999             1998
                                             -------          -------

Leasehold improvements                       $12,909          $12,909
Laboratory equipment                          30,282           19,176
                                             -------          -------
Total                                         43,191           32,085
Less: Accumulated depreciation                 7,119            2,803
                                             -------          -------
Assets under capital leases (net)            $36,072          $29,282
                                             =======          =======

     Assets under capital leases are depreciated over a seven to ten year life.
Depreciation expense totaled $4,317 and $2,803 for the years ended November 30,
1999 and 1998.

     The future minimum lease payments under capital leases are computed as
follows:

                    2000                           $7,604
                    2001                            8,563
                    2002                            7,683
                    2003                            1,406


                                      F11
<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 1999

NOTE 8 - COMMITMENTS AND CONTINGENCIES

     In June 1998, the Company entered into an agreement, with World Medical
Match, a non-profit corporation, whose mission includes assisting the poor with
funds to provide them access to medical matching opportunities. The agreement
states that World Medical Match agrees to grant the Company $50,000 for the
purpose of paying for 200 U-CordTM stem cell collection kits and the first year
of cryogenic storage for the benefit of indigent expectant parents. Upon
execution of the agreement the Company was granted $25,000 which is classified
as a deposit on the balance sheet. The Company is currently working with local
medical practices, hospitals, and other medical industry organizations to
implement this project.

     As part of the September 1998 agreement between a consultant and the
Company, CRYO-CELL committed to issue 200,000 shares of the Company's restricted
common stock in exchange for marketing services to be provided by the consultant
and his team of sub-contractors. The original contract was for a five-year
period and provides for the issuance of 10,000 shares of stock upon the signing
of the agreement, 40,000 shares upon the implementation of the marketing program
and 50,000 shares to be issued at various times during the contract period. In
November 1999 the agreement was renegotiated with the 60,000 common shares
previously issued representing payment in full.

     In January 2000, subsequent to the balance sheet, the Company extended its
marketing agreement with Lamaze Publishing Company to sponsor the Lamaze YOU AND
YOUR BABY tutorial tape and full page advertisements in the Lamaze Parent
Magazine at a cost of $213,362. In July 1999, the Company was informed that
Lamaze Publishing Company was acquired by iVillage, Inc., a leading online
women's network. The Company's agreements with Lamaze will remain in tact,
including the exclusivity provisions as the only cord blood preservation company
on the Lamaze You and Your Baby educational videotape through the year 2003.

     In November 1999, the Company signed a letter of intent to expand its
U-Cord technology into the European marketplace for a fee of $1,400,000. The
Company received a non-refundable deposit of $100,000, with the remaining
$1,300,000 to be paid within one year of the signing of the formal agreement.
The provisions of the formal agreement provide for the Company to receive a
share of all net marketing revenues from its U-Cord processing and storage
activities. The Company expects the formal agreement to be concluded during
fiscal second quarter of 2000.

     Additional contingencies are explained in Note 13, Agreements and Note 16,
Legal Proceedings.

NOTE 9 - CONVERTIBLE NOTES

     In November 30, 1998, the Company borrowed $530,000 on eleven convertible
promissory notes. The notes had a term of six months at which time the principal
plus interest, at 8% per year, was due. The promissory notes contained a
conversion provision to the Company's restricted common stock at $2.00 per
share. In February 1999, the loan agreements were converted to 302,857 shares of
the Company's common stock at a price of $1.75 per share. The loan holders
agreed to forego payment of $10,106 in accrued interest, which was credited to
additional paid in capital.

     In October 1998, the Company entered into a convertible note agreement
borrowing $10,000 from an investor. The note has a term of one year at which
time the principal plus interest, at 20% per year, was due. The noteholder had
the option to be paid in full for interest plus principal or to convert to the
Company's common stock at $2.00 per share. In October 1999, the noteholder
converted the note and accrued interest into 6,000 shares of the Company's
restricted common stock.


                                      F12
<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 1999

NOTE 10 - INCOME TAXES

     The Company has no provisions for current or deferred taxes for the years
ended November 30, 1999 and 1998.

     Under the asset and liability method of SFAS No. 109 "Accounting for Income
Taxes", deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to be recovered or settled.

     As of November, 1999 and 1998 the tax effects of temporary differences that
give rise to the deferred tax assets are as follows:

<TABLE>
<CAPTION>
                                                        NOVEMBER 30, 1999    NOVEMBER 30, 1998
                                                        -----------------    -----------------
<S>                                                         <C>                 <C>
Deferred tax assets:
   Net operating loss carryforwards                         $1,767,924          $1,524,652
   Tax over book basis in unconsolidated affiliate             338,837             502,384
   Valuation reserves                                           60,280             187,468
   Depreciation and other                                        6,743              11,761
                                                            ----------          ----------
Total deferred assets                                       $2,173,785          $2,226,265
Less: Valuation allowance                                    2,173,785           2,226,265
                                                            ----------          ----------

Deferred taxes, net of valuation allowance                  $        0          $        0
                                                            ==========          ==========
</TABLE>

     The Company has unused net operating losses available for carryforward to
offset future federal taxable income of $85,643 which expires by the year 2006,
$294,557 which expires by the year 2008, $536,253 which expires by the year
2009, $295,551 which expires by the year 2010, $1,008,833 which expires by the
year ended 2011, and $1,791,406 which expires by the year 2012. The total of the
foregoing net operating loss carryforwards is $4,012,243. The Tax Reform Act of
1986 contains provisions that limit the utilization of net operating losses if
there has been an "ownership change". Such an "ownership change" as described in
Section 382 of the Internal Revenue code may limit the Company's utilization of
its net operating loss carryforwards.

     A reconciliation of income tax benefits with the amount of tax computed by
applying the federal statutory rate to pretax income follows:

<TABLE>
<CAPTION>

YEARS ENDED NOVEMBER 30                               1999         %        1998             %
-----------------------                               ----        ---       ----            ---
<S>                                                <C>           <C>     <C>                <C>
Loss before income tax benefit                     $(561,033)            $(1,795,347)
                                                   ----------            ------------

Tax expense at statutory rate                      $(190,751)    34.0    $  (610,418)       34.0

State taxes                                          (11,371)     2.0        (90,264)        5.0
Increase in valuation allowance                      200,715     35.7        713,422        39.7
Other                                                  1,227      0.2        (120.70)        0.7
                                                   ---------     ----    -----------        ----
Total Income Taxes                                 $       0      0.0%   $         0         0.0%
                                                   =========     ====    ===========        ====
</TABLE>


                                      F13
<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 1999

NOTE 11 - SHAREHOLDERS' EQUITY

(a) COMMON STOCK:

     The Company issued 312,000 shares of its common stock for cash of $395,000
in 1998 of which $150,000 was received in December 1998. The Company also sold
options in 1998 to acquire 62,500 shares of its common stock at $5.00 per share
for $62,500 in cash. Option holders of 5,000 common shares exercised and were
issued their shares for $12,500. During 1999, the Company received $2,213,427 in
cash proceeds from the sale of 780,000 shares of its common stock through
private placements. The Company also issued 216,000 common shares to option
holders who exercised in 1999 for $251,500.

     The spouse of the Company's Chairman converted a $80,054 note payable to
her into 70,000 shares of the Company's common stock in 1998. In fiscal 1999,
holders of $540,000 in convertible notes elected to convert their notes into
308,857 shares of the Company's common stock in full satisfaction of the
indebtedness.

     The Company made payments for compensation, consulting and professional
legal services rendered through the issuance of the Company's common stock.
Legal fees of $531,012 and $87,192 were satisfied by the issuance of 151,700 and
31,097 common shares in 1999 and 1998, respectively. Consulting fees of $167,601
(1999) and $52,500 (1998) were paid by the issuance of 82,000 and 50,000 common
shares in 1999 and 1998, respectively.

(b) OPTIONS:

     In 1991 the Company adopted an Employee Incentive Stock Option Plan, and
has reserved 250,000 shares of the Company's common stock for issuance under the
Plan. Employee options under the Plan have a term of five years from the date of
grant and vesting begins one year from the date of grant. The options are
exercisable for a period of 90 days after termination. In addition the Company
has set aside a reserve of 2,000,000 shares for the purpose of Non-Employee
Stock Options. These options generally have a term of three to five years from
the date of the grant.

     Stock option activity was as follows for the two years ended November 30,
1999:

<TABLE>
<CAPTION>
                                                              NUMBER       WEIGHTED AVERAGE
                                                            OF SHARES       EXERCISE PRICE
                                                            ---------      ----------------
<S>                                                         <C>                 <C>
Outstanding and Exercisable at December 1, 1997             1,033,000           $4.76

Granted                                                       698,500            2.58
Exercised                                                      (5,000)           2.50
Terminated                                                   (165,500)           3.77
                                                            ---------

Outstanding and Exercisable at November 30, 1998            1,529,000            4.04

Granted                                                     1,071,000            3.16
Exercised                                                    (216,000)           1.16
Terminated                                                   (143,000)           3.13
                                                            ---------

Outstanding and Exercisable at November 30, 1999            2,241,000           $3.94
                                                            =========
</TABLE>

                                      F14
<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 1999

NOTE 11 - SHAREHOLDERS' EQUITY (CONTINUED)

     Significant option groups outstanding at November 30, 1999 and related
price and life information follows:

<TABLE>
<CAPTION>
                                                                        WEIGHTED AVERAGE
   RANGE OF EXERCISE                            WEIGHTED AVERAGE           REMAINING
         PRICE                OUTSTANDING        EXERCISE PRICE         CONTRACTUAL LIFE
---------------------         -----------        --------------         ----------------
<S>                             <C>                   <C>                     <C>
$1.00 to $2.00                  187,500               $1.93                   2.5
$2.01 to $3.00                  917,500               $2.83                   2.8
$3.01 to $4.00                  347,500               $3.91                   1.2
$4.01 to $5.99                  203,500               $4.94                   2.8
$6.00 or $7.00                  585,000               $6.01                   3.2
</TABLE>

     The Company applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" (APB 25) and related Interpretations in
accounting for its stock options. Accordingly, compensation expense is
recognized for the amount of the excess of the market price over the exercise
price on the date of the grant. Had the compensation expense been determined
based upon the fair value at the grant date consistent with the alternative fair
value accounting provided for under SFAS No.123, "Accounting for Stock-Based
Compensation," the Company's net loss and net loss per share would have been
$4,683,463 and $0.41 for the year ended November 30, 1999, and the net loss and
net loss per share for the year ended November 30, 1998 would have been
$2,443,108 and $.34 respectively. The weighted average fair value at the date of
grant for options granted during the years ended November 30, 1999 and 1998 was
$1.00 and $.33 per option, respectively. The Black-Scholes option-pricing model
was developed for use in estimating the fair value of traded options that are
fully transferable. The Company's options have the characteristics significantly
different from those of traded options. In addition, option valuation models
require the input of highly subjective assumptions, including the expected stock
price volatility. Since the Company's stock issued upon exercise of the options
for Non-Employee's is restricted stock, a reduction of 30% of the trading price
of the stock at the date of grant has been applied to account for this
restriction. Other variables used to determine the fair value of the options for
fiscal 1999 and 1998 were as follows: a) weighted average risk-free interest
rate of 6.7% and 5.0% respectively, b) weighted average expected life of 1.9 and
2.2 years respectively, c) weighted average expected volatility of 128% and 79%
respectively, and d) no dividend yield for either year.

     Weighted average grant date fair values are shown below for options granted
in 1999 and 1998.

                                      WEIGHTED AVERAGE       WEIGHTED AVERAGE
                                      FAIR VALUE/SHARE     EXERCISE PRICE/SHARE
                                      ----------------     --------------------
1999
----
Stock Price = Exercise Price               $0                      $0
Stock Price > Exercise Price               $2.38                   $2.05
Stock Price < Exercise Price               $3.17                   $0.99

1998
----
Stock Price = Exercise Price               $0                      $0
Stock Price > Exercise Price               $1.47                   $2.25
Stock Price < Exercise Price               $0.36                   $2.90

     The pro forma effect on net income is not representative of the pro forma
effect on net income in future periods because it does not take into
consideration pro forma compensation expense related to grants made in prior
periods.

                                      F15
<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 1999

NOTE 12 - 401(K) PLAN

     In January 1997, the Company adopted a 401(K)-retirement plan, which allows
eligible employees to allocate up to 15% of their salary to such plan. The
Company does not make any matching contributions to this plan.

NOTE 13 - AGREEMENTS

ARIZONA

     On February 9, 1999, the previous agreements with the Company's Arizona
Revenue Sharing investors were modified and replaced by a Revenue Sharing
Agreement for the state of Florida for a price of $1,000,000. Under the terms of
this agreement the Company credited the investors' previously paid $450,000
toward the purchase of the Revenue Sharing Agreement. The balance of $550,000
will be paid through their Revenue Sharing entitlements to their share of net
storage revenues. The Revenue Sharing Agreement applies to net storage revenues
originating from specimens from within the state of Florida. The Revenue Sharing
Agreement entitles the investors to net revenues from a maximum of 33,000
storage spaces and cancels the investor's obligation to provide the Company with
$675,000 plus accrued interest under the prior Arizona agreement.

ILLINOIS

     In 1996, the Company signed agreements with a group of investors entitling
them to an on-going 50% share in the Company's portion of net storage revenues
generated by specimens stored in the Illinois Masonic Medical Center. Since the
Company will no longer be storing new specimens in Chicago, the agreements were
modified in 1998 to entitle the investors to a 50% share of the Company's
portion of net revenues relating to specimens originating in Illinois and its
contiguous states and stored in Clearwater, Florida for a maximum of up to
33,000 spaces. The revenue generated by this Single Unit Revenue Sharing
Agreement was $1,000,000.

BIO-STOR

     On February 26, 1999, the Company modified all previous agreements with
Bio-Stor International, Inc. The modified agreement enters Bio-Stor into a
Revenue Sharing Agreement for the state of New York. The Company will credit
Bio-Stor's $900,000 (previously paid) toward the purchase of 90% of New York.
Bio-Stor will receive 90% of the 50% share in CRYO-CELL's portion of net storage
revenues generated by the specimens originating from the Company's clients in
the state of New York for up to 33,000 shared spaces. This agreement supersedes
all other agreements between Bio-Stor International, Inc and the Company.

TENET HEALTHSYSTEM HOSPITALS, INC.

     On November 30, 1996, the Company signed agreements with OrNda HealthCorp.
Two "one-third" Revenue Sharing Agreements were purchased in which OrNda paid
the Company $666,666. OrNda was acquired by Tenet Healthcare Corporation, which
agreed to be bound by the terms of OrNda Agreements. The agreements were
renegotiated and the Company will store all Tenet orininated specimens at its
headquarter's lab in Clearwater, Florida while paying Tenet a revenue sharing
entitlement.

                                      F16
<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 1999

NOTE 13 - AGREEMENTS  (CONTINUED)

NEW JERSEY

     On November 30, 1999, the Company entered into agreements with two
investors entitling them to on-going shares in a portion of CRYO-CELL's net
storage revenue generated by specimens originating from within the state of New
Jersey. Deposits totaling $50,000 were received upon signing of the agreements
and the remaining $450,000, due in May 2000, is recorded as a receivable. When
the $450,000 is received by the Company the investors will be entitled to a
portion of net storage revenues generated to a maximum of 33,000 storage spaces.

SAGGI CAPITAL

     In November 1998, the Company entered into an investor relations agreement
with Saggi Capital Corporation. Saggi Capital agreed to provide various business
consulting and investor relations services for the Company. Per the agreement
the Company registered 200,000 options to purchase the Company's common stock at
an exercise price of $1.00 per share. These options have been exercised and
common stock has been issued to Saggi. The Company did not recognize an expense
on the issuance of these options since the Company's common stock was trading
below the exercise price on the date of grant. In January 2000, the Company
renewed its contract with Saggi Capital. Per the new agreement Saggi is to
provide business consulting and investor relations services for the Company
through January 2001.

WOMEN & INFANTS' HOSPITAL OF RHODE ISLAND

     In June 1998, the Company signed an agreement with Women & Infants'
Hospital of Rhode Island ("hospital") for the establishment of a commercial
placental/umbilical cord blood bank at their Providence, Rhode Island medical
facility. The hospital will be offering its stem cell banking services to
parents of approximately 9,000 babies who are born each year at this facility.
Under the terms of the agreement the hospital will provide the space and
utilities, liquid nitrogen supply, technician, etc. CRYO-CELL will be
responsible for the billing activities. The storage revenues will be divided 75%
to the Company and 25% to the hospital, while the hospital is entitled to 100%
of the processing revenue. Additionally, if processing revenue is insufficient
to cover the fixed costs of the cord blood bank, CRYO-CELL will be responsible
to pay the shortfall. In order to cover the possible shortfall the hospital
required $50,000 to be placed in escrow. The $50,000 is recognized as a deposit
on the balance sheet.

OTHER AGREEMENTS

     On November 5, 1998 an agreement previously entered into by the Company
with a private investor was revised. Per the terms of the original agreement,
the investor had purchased 10% of a Revenue Sharing Agreement in the state of
New Jersey. The new agreement has transferred the $100,000 investment to the
state of New York. Under the revised agreement the investor will receive 10% of
the 50% share in CRYO-CELL's portion of net storage revenues generated by the
specimens originating from the Company's clients in the state of New York for up
to 33,000 spaces.

                                      F17
<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 1999

NOTE 14 - LINE OF CREDIT

     In August 1997, the Company entered into a one-year line of credit
agreement with NationsBank, N.A. ("the Bank") whereby the Bank will lend the
Company up to $1,000,000. As part of the agreement, the Bank received a $10,000
commitment fee and collateral of 250,000 shares of Net/Tech International, Inc.
common stock owned by the Company and a pledge of 350,000 shares of the Company
stock owned by a group of the Company's shareholders. At November 30, 1998
direct borrowings under this agreement were $550,000. The agreement expired on
August 21, 1998 and in December 1998, the loan was paid in full.

NOTE 15 - RECEIVABLE LITIGATION

     On or about September 27, 1999 the Company accepted the University of
Arizona's offer of $800,000 to settle its litigation. In September 1999, the
Company received $441,000 from the University of Arizona leaving a balance of
$359,000 that is being held in escrow to satisfy a legal lien filed November 4,
1998 by the Company's previous attorneys, Horwitz and Beam. The Company reduced
the award to $510,178 and recognized this as gain on litigation. This reduction
includes a 20% contingency fee ($160,000) to the Company's previous attorneys
and $129,822 in contested legal fees that the Company feels are not due and
owing under the contract (See Note 16). When the $289,822 is netted against the
$359,000 held in escrow the result is a receivable balance of $69,178. The
Company has requested the release of the $69,178 from escrow, which is the
excess of 20% of the $800,000 actual settlement amount. The overage is a result
of the Company's settlement of the $1,170,000 original jury award.

NOTE 16 - LEGAL PROCEEDINGS

     On or about July 11, 1996, CRYO-CELL filed suit in San Francisco Superior
Court against the University of Arizona, Dr. David Harris and Cord Blood
Registry, Inc.(CBR). The suit claimed breach of contract and other related
business torts. Months later, after settlement discussions were unproductive,
the University of Arizona counter-sued CRYO-CELL for breach of contract and
negligent misrepresentation on March 27, 1997.

     On July 20, 1998, as a result of the evidence, the jury awarded $1,050,000
against Defendant University of Arizona. In addition, an award of $120,000 was
granted against the University of Arizona and David Harris, individually, for
misappropriation of trade secrets. The court rejected three post-trial motions
by the University of Arizona including a request to reduce the award or set
aside the verdict.

On or about September 27, 1999 the Company accepted the University's offer of
$800,000 and settled the matter. On September 30, 1999, the Company received
$441,000 from the University of Arizona. The remaining balance of $359,000 is
being held in escrow, to satisfy a legal lien filed November 4, 1998 by the
Company's previous attorneys, Horwitz and Beam. The Company disputes their
position and has countersued Horwitz and Beam for malpractice and is seeking
$1,000,000 in compensatory damages and an unspecified amount of punitive damages
deemed appropriate by the court. CRYO-CELL retained the services of Horwitz &
Beam, a California law firm, to handle the above described lawsuit including its
allegations against CBR for interference in a legitimate contract between two
parties and unfair business practices, among other claims. The court granted a
summary judgment dismissal in favor of CBR. CRYO-CELL believes that Horwitz &
Beam mishandled the CBR aspect of the case and certain aspects of its case
against the University of Arizona. There is a dispute concerning the amount of
fees owed by the Company to Horwitz & Beam.

                                      F18
<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 1999

NOTE 16 - LEGAL PROCEEDINGS (CONTINUED)

     On March 8, 1999, the Company, the Company's CEO and Chairman, the
Company's Executive Vice President, and the Company's legal counsel were named
as the defendants in a lawsuit filed in the Superior Court of Orange County,
California by Horwitz & Beam, the attorneys which had represented CRYO-CELL in
its suit against the University of Arizona et al. The plaintiff alleges breach
of contract and seeks payment of $129,822 in allegedly unpaid fees and costs
associated with the University of Arizona litigation. The plaintiff also asserts
claims of misrepresentation. In reference to these misrepresentation claims,
plaintiff has filed a Statement of Damages, which asserts $1,000,000 in general
damages and $3,500,000 in punitive damages.

     The Company believes there is no merit to the suit and that none of the
claimed $129,822 in fees is due and owing under the contract. The Company
believes that Horwitz & Beam brought this action and improperly sought punitive
damages for the purpose of interfering with the Company's efforts to raise and
maintain additional capital.

     Accordingly, on June 14, 1999, the Company filed: (1) an answer denying all
liability; (2) a counterclaim for breach of contract and malpractice, seeking in
excess of $1 million in compensatory damages arising from the malpractice; (3) a
motion to dismiss the individual defendants for lack of jurisdiction; and (4) a
motion to dismiss all punitive damages allegations against the Company.

     On December 17, 1999, Judge Alicemarie H. Stotler of the United States
District Court in the Central District of California, issued an Order in which
she: (1) granted CRYO-CELL International, Inc.'s ("CRYO-CELL") Motion to Strike
Punitive Damages and Dismiss Part of the Complaint; (2) granted Daniel
Richard's, Mark Richard's and Gerald F. Maass' (the "Individual Defendants")
Motion to Dismiss Complaint for Lack of Personal Jurisdiction; and (3) granted
in part and denied in part Horwitz & Beam, Inc.'s ("H&B") Motion for Order
Dismissing Counterclaim and/or Strike Portions Thereof. As discussed in more
detail below, the net effect of this order was to reframe the Complaint as a fee
dispute, as opposed to a multi-million dollar claim for fraud against CRYO-CELL
and its corporate officers. By its order, the Court has barred recovery in this
action against the Individual Defendants, and has reduced CRYO-CELL's exposure
from over $3.5 million dollars to $129,822, plus a possible award of attorneys'
fees.

     By granting CRYO-CELL's Motion to Strike Punitive Damages and Dismiss Part
of the Complaint, the Court dismissed H&B's Fourth Claim for Relief for
intentional misrepresentation, i.e., fraud, against CRYO-CELL and the Individual
Defendants. The Court held that the promises purportedly made to H&B concerning
the opening of an "escrow," even inf not ultimately fulfilled, were not
fraudulent. In fact, the Court said that "although the Individual Defendants
clearly made representations that an "escrow" would be established, their not
having done so, in light of uncertainties of the future course of litigation and
their misgivings of plaintiff's performance, suggests nothing more than a
negotiation of payment terms."

     The Court granted CRYO-CELL's Motion to Strike Punitive Damages Claims with
respect to H&B's Fifth Claim for Relief because such damages are not available
in connection with negligence claims. Having dismissed the Fourth Claim for
Relief for Fraud, H&B's motion to strike the punitive damages claimed in
connection therewith was rendered moot.

     On October 31, 1997, the Company filed a complaint in the United States
District Court for the Northern District of New York against Stainless Design
Corporation (SDC) seeking to recover two cellular storage units that have been
completed by SDC, additional equipment stored by SDC and a $250,000 deposit
remaining from $900,000 the Company paid in 1993 for the production of six
cellular storage machines.


                                      F19
<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 1999

NOTE 16 - LEGAL PROCEEDINGS (CONTINUED)

        During the third quarter of 1998, an out of court settlement was
reached. Under the terms of this settlement, SDC released the equipment owned by
CRYO-CELL and returned the 25,000 shares of stock it had previously received.
Also under the terms of the settlement amounts previously due to SDC and the
equipment deposit held for CRYO-CELL were canceled.

NOTE 17 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>
                                    1ST                2ND                 3RD                4TH
          1999                    QUARTER            QUARTER             QUARTER             QUARTER
<S>                              <C>                <C>                 <C>                <C>
Net (Loss)                       $(433,511)         $  (57,923)         $(343,377)         $   273,778
                                 =========          ==========          =========          ===========

(Loss) per share                 $   (0.06)         $    (0.01)         $   (0.04)         $      0.03
                                 =========          ==========          =========          ===========

Shares used in
  Computation                    7,855,687           8,549,460          8,728,129            8,837,468
                                 =========          ==========          =========          ===========

                                    1ST                2ND                 3RD                4TH
          1998                    QUARTER            QUARTER             QUARTER             QUARTER

Net Income (Loss)                $(507,443)         $ (518,279)         $ 196,991          $(1,421,887)
                                 =========          ==========          =========          ===========

Income (Loss) per share          $   (0.07)         $    (0.07)         $    0.03          $     (0.19)
                                 =========          ==========          =========          ===========

Shares used in
  Computation                    7,199,834           7,242,086          7,272,590            7,388,444
                                 =========          ==========          =========          ===========
</TABLE>


                                      F20
<PAGE>

                                    PART III

     Documents incorporated by reference: The information required by Part III
of Form 10-KSB is incorporated by reference to the Issuer's definitive proxy
statement relating to the 2000 Annual Meeting of Shareholders which is expected
to be filed with Securities and Exchange Commission on or about March 30, 2000.

                                       19
<PAGE>

                                     PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits
               3.1    Certificate of Incorporation (1)
              3.11    Amendment to Certificate of Incorporation
               3.2    By-Laws (1)
              3.21    Board Minutes to Amendment of By-Laws
             10.11    Agreement with InstaCool of North America, Inc.(2)
             10.12    Agreement with the University of Arizona (2)
             10.13    Agreement with Illinois Masonic Medical Center (4)
             10.14    Agreement with Bio-Stor (4)
             10.15    Agreement with Gamida-MedEquip (4)
             10.16    Agreement with ORNDA HealthCorp (Tenet HealthSystem
                         Hospitals, Inc.)(4)
             10.17    Convertible Note from Net/Tech International, Inc.
                         Dated November 30, 1995 (3)
             10.18    Amended Agreement with Bio-Stor (5)
             10.19    Agreement with Dublind Partners, Inc. (6)
             10.20    Agreement with Medical Marketing Network, Inc. (6)
                21    List of Subsidiaries (3)
                27    Financial Data Schedule
    -------------------
          (1)    Incorporated by reference to the Company's Registration
                   Statement on Form S-1 (No. 33-34360).
          (2)    Incorporated by reference to the Company's Annual Report on
                   Form 10-K for the year ended November 30, 1994.
          (3)    Incorporated by reference to the Company's Annual Report on
                   Form 10-K for the year ended November 30, 1995.
          (4)    Incorporated by reference to the Company's Annual Report on
                   Form 10-K for the year ended November 30, 1996.
          (5)    Incorporated by reference to the Company's Annual Report on
                   Form 10-K for the year ended November 30, 1997.
          (6)    Incorporated by reference to the Company's Annual Report on
                   Form 10-KSB for the year ended November 30, 1998.

     (b)  Reports on Form 8-K.
          (1)    Form 8-K filed September 12, 1997 - Resignation of William C.
                 Hardy as President, Chief Operating Officer and member of the
                 Board. Resignation of Leonard Green from the Board of
                 Directors.
          (2)    Form 8-K filed November 18, 1997 - Company filed a multi-count
                 lawsuit in the United States District Court, Northern
                 District of New York claiming that Stainless Design
                 Corporation of Saugerties, New York breached its contract.
          (3)    Form 8-K filed February 16, 2000 - The judge issued an order in
                 which she (1) granted the Company's motion to strike punitive
                 damages and dismiss part of the complaint, (2) granted Daniel
                 Richard's, Mark Richard's and Gerald Maass' motion to dismiss
                 complaint for lack of personal jurisdiction, and (3) granted in
                 part and denied in part Horwitz & Beam, Inc.'s motion to for
                 order dismissing counterclaim and/or strike portions thereof.
          Supplemental Information to be furnished with reports filed pursuant
          to Section 15(d).
    (c)   No annual reports or proxy material have been sent to security holders
          for the current fiscal year. Copies of any such report or proxy
          material so furnished to security holders subsequent to the filing of
          the annual report on this form will be furnished to the Commission
          when sent to security holders.

                                       20
<PAGE>


                                   SIGNATURES

     In accordance with Section 13 or 15(d) 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.


                                            CRYO-CELL INTERNATIONAL, INC.

                                            By: s/ DANIEL D. RICHARD
                                               ---------------------------
                                               Daniel D. Richard,
                                                 Chief Executive Officer

Dated:  February 28, 2000

    In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons in the capacities indicated.

NAME                             TITLE
----                             -----

/s/DANIEL D. RICHARD             Chief Executive Officer and
--------------------             Chairman of the Board
Daniel D. Richard                (Principal Executive Officer)

/s/GERALD F. MAASS               Vice President and General
-------------------              Manager, Director
Gerald F. Maass

/s/JILL M. TAYMANS               Chief Financial Officer
------------------
Jill M. Taymans

/s/ED MODZELEWSKI                Director
------------------
Ed Modzelewski

/s/FREDERICK C.S. WILHELM        Director
-------------------------
Frederick C.S. Wilhelm


                                       21

<PAGE>


                                 EXHIBIT INDEX

EXHIBIT
NUMBER                   DESCRIPTION
--------                 -----------

27             Financial Data Schedule