UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
(Mark One)

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

                   For the fiscal year ended December 31, 2005

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

                   For the transition period from              to
                                                   -----------    -------------

                        Commission file number 000-49933

                                 BIOSTEM, INC.
        ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

               NEVADA                                    95-4886472
  (State or other jurisdiction of           (IRS Employer Identification No.)
   incorporation or organization)

              200 HANNOVER PARK ROAD, SUITE 120, ATLANTA, GA 30350
                -------------------------------------------------
                    (Address of principal executive offices)

                          National Parking Systems, Inc.
                          ------------------------------
                                  (Former Name)

                                 (770) 650-1733
                         -------------------------------
                         (Registrant's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

                                      NONE

Securities registered under Section 12(g) of the Exchange Act:

                    COMMON STOCK, $.001 PAR VALUE PER SHARE

     Check whether the registrant (1) has filed all reports required to be filed
by  Section  13  or  15(d) of the Exchange Act during the past 12 months (or for
such  shorter period that the registrant was required to file such reports), and
(2)  has  been  subject  to  such  filing requirements for the past 90 days. Yes
[X] No [ ]

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation  S-B  not  contained in this form, and no disclosure will be
contained,  to  the  best  of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

<PAGE>

     The  issuer's  revenues for the most recent fiscal year ended December 31,
2005  were  $1,085,057.

     The  aggregate  market  value  of the issuer's voting and non-voting common
equity  held  by non-affiliates computed by reference to the average bid and ask
price of such common equity as of April 7, 2006, was approximately $180,872,176.

     Indicate  by  check  mark  whether  the  registrant  is a shell company (as
defined  in  Rule  12b-2  of  the  Exchange  Act). Yes [ ] No [X].

     As  of  April 10, 2006, the issuer had 175,218,044 shares of common stock,
$.001  par  value per share outstanding ("Common Stock").

                    Documents Incorporated by Reference: NONE

          Transitional Small Business Disclosure Format: Yes [ ] No [X]

<PAGE>

                                  BIOSTEM, INC.
                                  FORM 10-KSB
                          YEAR ENDED December 31, 2005

                                      INDEX

                                     Part I

    Item 1.             Description of Business                               4

    Item 2.             Description of Property                               23

    Item 3.             Legal Proceedings                                     23

    Item 4.             Submission of Matters to a Vote of
                        Security Holders                                      24


                                     Part II

    Item 5.             Market for Common Equity and Related
                        Stockholder Matters                                   24

    Item 6.             Management's Discussion and Analysis or
                        Plan of Operation                                     25

    Item 7.             Financial Statements                                 F-1

    Item 8.             Changes in and Disagreements with
                        Accountants on Accounting and Financial
                        Disclosure                                            34

    Item 8A.            Controls and Procedures                               35


                                    Part III

    Item 9.             Directors, Executive Officers, Promoters
                        and Control Persons; Compliance with
                        Section 16(a) of the Exchange Act                     35

    Item 10.            Executive Compensation                                38

    Item 11.            Security Ownership of Certain Beneficial
                        Owners and Management and Related Stockholder
                        Matters                                               38

    Item 12.            Certain Relationships and Related
                        Transactions                                          42

    Item 13.            Exhibits and Reports on Form 8-K                      42
                        (a)   Exhibits
                        (b)   Reports on Form 8-K

    Item 14.            Principal Accountant Fees and Services                44

<PAGE>

                                   PART I

ITEM 1.  DESCRIPTION OF BUSINESS

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain  statements  in  this  Annual  Report on Form 10-KSB (this "Form 10
KSB"),  including  statements under "Item 1. Description of Business," and "Item
6.  Management's  Discussion  and  Analysis",  constitute  "forward  looking
statements"  within the meaning of Section 27A of the Securities Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995 (collectively,
the  "Reform  Act").  Certain,  but not necessarily all, of such forward-looking
statements  can  be identified by the use of forward-looking terminology such as
"believes",  "expects",  "may",  "should",  or  "anticipates",  or  the negative
thereof or other variations thereon or comparable terminology, or by discussions
of  strategy  that  involve  risks  and  uncertainties.  Such  forward-looking
statements  involve  known  and  unknown  risks, uncertainties and other factors
which  may  cause  the  actual  results, performance or achievements of National
Parking  Systems,  Inc. ("National Parking", "the Company", "we", "us" or "our")
to  be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. References in this form
10-KSB,  unless  another  date  is  stated,  are  to  December  31,  2004.

BUSINESS DEVELOPMENT

     BioStem,  Inc., formerly National Parking Systems, Inc. (the "Company") was
originally  incorporated  under  the name Web Views Corporation ("Web Views") in
the State of Nevada on November 2, 2001. In June 2003, the Company acquired 100%
of  Cascade  Mountain  Mining  Corp.  ("Cascade  Corp.") pursuant to an exchange
agreement.  As  a  result of the acquisition of Cascade Corp., and the change in
focus  of  the  Company's  business, the Company changed its name from Web Views
Corporation  to  Cascade  Mountain  Mining  Company,  Inc.  on June 17, 2003, in
connection  with  a  Certificate  of  Amendment  to  the  Company's  Articles of
Incorporation.  The  Certificate  of  Amendment also affect a 60:1 forward stock
split,  which  became  effective  on  June  24,  2003.

     In  July  2004,  the  former  Chief Executive Officer of the Company, Wayne
Daley, and the Company's Former Director, Michael Skopos, entered into a general
release  and settlement agreement with the Company ("Settlement Agreement"). The
Company  agreed  to  issue  86,000 shares of the Company's common stock ("Common
Stock")  to  Mr.  Daley  and  7,512  shares  of  Common  Stock  to Mr. Skopos in
consideration  for  releasing  the  Company  from  all claims including options,
warrants  and  those  arising  from  their  employment  agreements,  as  well as
approximately  $200,000  of notes payable and $201,930 of shareholder loans. The
$200,000  in  notes  payable  were  liabilities  which belonged to the Company's
former wholly-owned subsidiary. The Company has received an executed release for
liability  for  $100,000 of these notes and although the Company has been unable
to  ascertain  whether  the  remaining  $100,000  in  notes  payable was validly
assigned,  as  the  remaining  note  was  an  obligation  of  the  wholly-owned
subsidiary,  the  Company  is  taking  the  position that it has no liability in
connection  with the note. In addition, the Company transferred all of the stock
of  its  former  wholly-owned  subsidiary, Cascade Mountain Mining Corp., to Mr.
Daley.

     In  August  2004,  Mr.  Daley  and Mr. Skopos entered into a stock purchase
agreement  ("SP  Agreement")  with  Dojo  Enterprises,  LLC.  ("Dojo"), a Nevada
Limited  Liability  Company,  beneficially owned by Ari Kaplan, the former Chief
Executive  Officer  and  Director  of  the  Company. Under the SP Agreement, the
Company's former Chief Executive Officer, Wayne Daley, and the Company's former
Director, Michael Skopos, agreed to transfer all shares of Common Stock, held by
them  (40,628  post  reverse  split shares) to Dojo.  Additionally, under the SP
Agreement,  Mr. Daley and Mr. Skopos assumed all the liabilities of the Company.

     On  August 31 2004, Michael Skopos resigned from his position as a Director
of  the  Company. On August 31, 2004, Wayne Daley, the Company's Chief Executive
Officer, Treasurer, Secretary, and Director resigned from his positions with the
Company  and  appointed  Ari  Kaplan  to  take his place, as the Company's Chief
Executive  Officer  and Director. On September 1, 2004, Mr. Kaplan resigned from
his  position  as  the  Company's  Chief  Executive  Officer  and appointed Marc
Ebersole as the Company's Chief Executive Officer to take his place. At the same
time, Mr. Ebersole was appointed as a Director of the Company joining Mr. Kaplan
on  the  Board.  On  January  14, 2005, Mr. Kaplan resigned as a Director of the
Company.

                                     -4-
<PAGE>

     The  Company filed a Certificate of Amendment ("Amendment") to its Articles
of  Incorporation  with the Secretary of State of Nevada, which became effective
January  7,  2005.  The  Amendment  affected  a  name  change  of the Company to
"National  Parking  Systems,  Inc.",  affected  a  1:4,000  reverse stock split,
re-authorized 300,000,000 shares of common stock, par value $.001 per share, and
re-authorized  10,000,000  shares of preferred stock, par value $.001 per share.

     The  Amendment  was  approved  by  the  Company's majority shareholder by a
written  consent  to  action  without  a  meeting on December 31, 2004 ("Written
Consent"). Notice of the Written Consent was provided to the shareholders of the
Company in an Information Statement mailed to the shareholders of the Company on
or  about  December  8,  2004.

     In  August  2005, the Company's board of directors appointed Scott Schweber
and  Christine  Ebersole, who is the niece of Marc Ebersole, our Chief Executive
Officer,  as  directors  of  the  Company.

     In  October  2005,  the Company's board of directors approved a 4:1 forward
stock  split  for  shareholders  of  record  as  of  October  20,  2005.

     The  Company  filed  a  Certificate  of  Amendment  to  its  Articles  of
Incorporation  with  the Secretary of State of Nevada, which became effective on
November  18,  2005.  The  Certificate  of  Amendment  effected a name change to
BioStem,  Inc.,  and  effected  a change to the articles regarding the Company's
board  of directors to provide that the number of directors may, pursuant to the
Bylaws,  be  increased  or  decreased  by  the  Board  of Directors at any time,
provided  there  shall be no less than one (1) nor more than nine (9) Directors.

     The  Amendment  was  approved  by  the  Company's majority shareholder by a
written  consent  to  action  without  a  meeting on November 16, 2005 ("Written
Consent").  Notice  of  the Written Consent was given to the shareholders of the
Company in an Information Statement mailed to the shareholders of the Company on
or about October 27, 2005.

     The  board of directors of the Company is granted the power to authorize by
resolution,  duly  adopted  from time to time, the issuance of any or all of the
preferred  stock  in  any number of classes or series within such classes and to
set all terms of such preferred stock of any class or series, including, without
limitation,  its  powers,  preferences,  rights,  privileges,  qualifications,
restrictions  and/or  limitations.  The powers, preferences, rights, privileges,
qualifications,  restrictions  and  limitations  of  each class or series of the
preferred  stock,  if any, may differ from those of any and all other classes or
other  series at any time outstanding. Any shares of any one series of preferred
stock  shall  be identical in all respects with all other shares of such series,
except  that shares of any one series issued at different times may differ as to
the  dates  from  which  dividends  thereof  shall  be  cumulative.

     Unless  otherwise  stated,  all share amounts in this Report on Form 10-KSB
reflect  the  Company's  60:1  forward  split  effected  on  June  24, 2003, the
Company's  1:4,000  reverse split effected on January 7, 2005, and the Company's
4:1  forward  stock  split  effected  on  October 20, 2005 (the "Stock Splits").

     On  January  13,  2005,  the  Company,  acquired  100%  of  the  issued and
outstanding  shares  of  ABS Holding Company, Inc., a Nevada corporation ("ABS")
and  BH  Holding  Company,  Inc.,  a  Nevada  corporation ("BH") in exchange for
161,400,000  restricted  shares (the "Shares") of the Company's Common Stock, an
aggregate of $86,750 in Junior Convertible Debentures ("Junior Debentures"), and
the  assumption of $335,000 of ABS's and BH's obligations under a Senior Secured
Convertible  Debenture  (the "Senior Debenture") (collectively, the "Exchange"),
in connection with a Stock Exchange Agreement, entered into between the Company,
ABS,  BH,  The  Morpheus  Trust  ("Morpheus"),  Livingston  Investments,  Ltd.
("Livingston"),  Burton  Partners, LLC ("Burton"), Picasso, LLC ("Picasso"), and
The Gateway Real Estate Investment Trust ("Gateway") (the "Exchange Agreement").

     In  connection with the Exchange Agreement, the Company also entered into a
Security  Agreement  providing that the Senior Debenture shall be secured by all
of  the  assets  of  the  Company  ("Security  Agreement").

                                     -5-
<PAGE>

     Pursuant  to  the  Exchange,  the  Company's  Chief Executive Officer, Marc
Ebersole,  who  was  the sole shareholder of the common stock of both ABS and BH
prior  to  the Exchange, received 130,400,000 restricted shares of the Company's
Common Stock in exchange for his common stock shares of ABS and BH. Mr. Ebersole
subsequently  transferred  4,400,000  of  those  restricted  shares  to  two
individuals,  and  4,000,000 restricted shares to his niece, Christine Ebersole,
who  is  also  an  employee  of the Company. Additionally, Morpheus, Livingston,
Burton, Picasso and Gateway (the "Preferred Stock Sellers") each exchanged their
right  to receive 1,000 preferred shares of ABS and 1,000 preferred shares of BH
to  the  Company,  for 6,200,000 restricted shares of the Company's Common Stock
and  a  $17,350  Junior  Debenture,  for  an  aggregate of 31,000,000 shares and
$86,750  in  Junior  Debentures.

JUNIOR  DEBENTURES
------------------

     In  addition  to  the  6,200,000  restricted shares of the Company's Common
Stock  which  each of the Preferred Stock Sellers received, each Preferred Stock
Seller  received  a  Junior  Debenture  in the amount of $17,350, for a total of
$86,750.  The  Junior Debentures do not bear interest and are payable on January
31,  2010. Additionally, the Junior Debentures are convertible at the request of
the  holder, at the lesser of (i) 30% of the average of the three lowest closing
prices  in  the  twenty  (20)  trading  days  immediately  preceding the date of
conversion  or  (ii)  $0.001. Each Junior Debenture has a provision limiting the
Junior Debenture holder to not beneficially own more than 4.99% of the Company's
outstanding  Common  Stock. However, in the event of an "event of default" under
the  Junior Debentures, the conversion price will be 50% of the conversion price
then  in  effect,  and if an event of default continues for Sixty (60) days, the
4.9%  ownership  limit  will  not  apply.

     The  main  "events  of default" under the Junior Debentures include: if the
Company  does not make the payment of the principal of the Junior Debenture when
it  becomes  due, the Company does not issue the proper amount of shares, within
seven  business  days  of the Company's receipt of a valid notice of conversion,

the  Company  defaults  under any indebtedness or obligation where the amount is
equal  to  at  least  $100,000,  the Company's common stock is delisted from any
securities  exchange,  or  if  the  Company commences a voluntary petition under
bankruptcy  law.  If  an event of default occurs under the Junior Debenture, the
Preferred  Stock Seller may declare the remaining principal amount of the Junior
Debenture  immediately  due  and  payable.

     Pursuant  to  each  Junior  Debenture,  the  Preferred  Stock  Sellers  can
currently  each convert their $17,350 Junior Debenture into 69,400,000 shares of
the  Company's  common  stock,  based  on a conversion price of $0.001, provided
however  that  under  each  Junior Debenture, no Preferred Stock Seller may hold
more  than  4.99%  of  the  Company's  outstanding  common  stock  at  one time.

SENIOR  DEBENTURE
-----------------

     In  connection  with  the  Exchange,  the  Company  assumed  ABS's and BH's
obligations  under  a  $1,000,000  Senior Secured Convertible Debenture, entered
into between ABS, BH and Hyde Investments, Ltd. ("Hyde") as of October 15, 2004.
Currently  $470,000  has been advanced by Hyde pursuant to the Senior Debenture.
Under  the  Senior  Debenture,  the  Company is obligated to pay interest on the
outstanding  amount of the Senior Debenture at the rate of Ten Percent (10%) per
year, payable on the first day of each month, until the principal amount is paid
in  full  or the total amount owed is converted. The maturity date of the Senior
Debenture  is October 15, 2005. The Senior Debenture is personally guaranteed by
the  Company's  Chief  Executive  Officer,  Marc  Ebersole.

                                     -6-
<PAGE>

     The  conversion rate of the Senior Debenture is the lower of (i) 30% of the
average  of  the  three  lowest  closing  prices in the twenty (20) trading days
immediately  preceding the date of conversion or (ii) $0.10. An event of default
under  the  Senior Debenture occurs if, the Company does not make payment of the
principal  of the Senior Debenture when due and payable at maturity, the Company
does  not  make  a payment other than the total owed at maturity within five (5)
days  of the due date, the Company defaults under any indebtedness or obligation
where  the  amount  is equal to at least $100,000, or if the Company commences a
voluntary  petition under bankruptcy law, among others. Upon an event of default
under  the  Senior  Debenture,  Hyde  may  declare  the  remaining amount of the
principal,  together  with  all  accrued  interest  to  be  due  and  payable.

CONSULTING AGREEMENT

     On  January  5,  2005, the Company entered into a Consulting Agreement with
London  Finance  Group, Ltd., a California corporation ("London") for management
consulting  and  to  assist  the  Company in its operations, strategy and in its
negotiations  with  vendors,  negotiating  and structuring business sales and/or
acquisitions,  assisting  the  Company with customers and strategic partners and
the  implementation of the Company's business plan (the "Consulting Agreement").
The  term  of the Consulting Agreement will be until January 21, 2007, and after
that  date,  either London or the Company may terminate the Consulting Agreement
upon  at  least  90  days  written notice. Pursuant to the Consulting Agreement,
London was paid a non-refundable retainer in the amount of Five Thousand dollars
($5,000)  a month, issued 12,000,000 shares of the Company's common stock common
stock,  and  given  warrants to purchase up to 4,000,000 shares of the Company's
common  stock  at  $0.10  per  share,  ("Warrants")  which vested immediately on
January  5,  2005.

     Additionally,  under  the  Consulting  Agreement, London will receive a fee
equal  to  ten  percent (10%) of the aggregate consideration paid by the Company
for  any  acquisition  or  sale  of  any  business,  corporation  or  division
("Consulting  Fee").  The  Consulting  fee shall be paid to London in connection
with  stock  purchase  agreements,  merger agreements, plans of reorganizations,
asset  purchase  agreements and licensing agreements ("Transactions"), and shall
be  paid  to London when the consideration for these agreements is actually paid
by  or  received by the Company. The aggregate consideration paid by the Company
shall  include  all cash and stock paid to the seller or sellers upon closing of
the transaction in addition to any contingent payments to the seller or sellers,
for  the  purposes of determining the Consulting Fee. Additionally, London shall
be  entitled  to  share  in  any fees or commissions payable to third parties in
connection with any Transaction, and under the Consulting Agreement, the Company
agreed  to  waive  any  conflict  of  interest  that  may  arise due to the dual
representation  by  London. As the Company has entered into the Merger Agreement
with  Cryobanks,  as described below under "Merger Agreement," it is anticipated
that  London  will earn fees of approximately 10% of the aggregate consideration
paid  by  Cryobanks,  if  the Merger closes, of which there can be no assurance.

     Under  the  Consulting  Agreement,  the Company, with London's consent, may
choose  to  issue London its Consulting Fee in restricted common stock or freely
tradable  registered  common  stock.  Restricted common stock shall be issued to
London  in consideration for the Consulting fee at a rate equal to the lesser of
(i) Fifty percent (50%) of the market price of the Company's common stock on the
day  prior  to  the  closing  date  of the Transaction, or (ii) $0.10 per share.
Registered common stock, without restrictive legend shall be issued to London in
consideration for the Consulting Fee at a rate equal to seventy percent (70%) of
the  market  price of the Company's common stock on the day prior to the closing
of  the  Transaction.

     Additionally, under the Consulting Agreement, the Company agreed to provide
London  piggy  back  registration  rights  in the event the Company shall file a
registration  statement  with  the  Securities  and  Exchange  Commission.

                                     -7-
<PAGE>

     The  Company  may terminate the Consulting Agreement at any time for cause,
if  London  engages  in  gross  and  willful  misconduct  that is materially and
significantly  injurious  to  the  Company,  and,  after  written notice of such
conduct, London fails to cure such conduct within thirty (30) days. After giving
notice to London, London will be entitled to a hearing in front of the Company's
entire  Board  of  Directors,  whereby  it will have the opportunity to hear the
Board's  reason  for  termination  and  be  given  a chance to rebut the changes
against it. In the event the Company terminates the Consulting Agreement without
cause,  the  Company  shall be obligated to pay London liquidated damages in the
amount  of  (a)  $250,000  or  (b) the greater of (i) 4,000,000 shares of common
stock  (subject  to adjustment for any stock splits or combinations) which shall
be  registered  with  the  Securities  and Exchange Commission or (ii) the total
value  of  all fees and other compensation paid or payable to London over the 12
months  prior  to  the  date  given  by  the  Company  of its intended intent to
terminate  the  relationship.

     In  connection  with  the  Consulting  Agreement  the  Company  signed  an
Indemnification  Agreement,  whereby  it  agreed to hold London, its affiliates,
directors,  officers,  agents and employees, including any person which provides
consulting  or  other services to the Company, from any losses, claims, damages,
judgments,  assessments,  costs and other liabilities incurred in investigating,
preparing,  pursuing or defending any claim, action, proceeding or investigation
in  connection  with  the  Transactions.

     In connection with the Consulting Agreement, the Company and London entered
into  a  Warrant  Agreement  for  4,000,000  Warrants  to purchase shares of the
Company's  common  stock  ("Warrant  Agreement"). The Warrants granted to London
vested  immediately  on January 5, 2005, and shall remain valid until January 5,
2009. Under the Warrant Agreement, London shall only be entitled to exercise its
Warrants if after exercised, London will beneficially own shares representing no
more  than 4.99% of the Company's outstanding common stock, unless waived by the
Company  in writing. The Warrants are exercisable at a price of $0.10 per share.
Additionally,  London  has  cashless  exercise  rights pursuant to the Warrants,
whereby it can exercise its rights under the Warrant Agreement by accepting less
shares  and  without  paying  any cash to the Company. Additionally, the Company
gave London piggyback registration rights in connection with the Warrants, which
means if the Company decides to file a registration statement for its securities
in  the  future, London can give notice to the Company and have any shares which
it  was  issued pursuant to the Warrants included in any registration statement.

Amendment to Consulting Agreement
---------------------------------

     On  November 23, 2005, we entered into an Amendment to Consulting Agreement
("Amended  Agreement") with London Finance Group, Ltd. ("London"), which amended
the  previous  consulting agreement entered into with London on January 5, 2005.
The  Amended  Agreement  reduced  the number of warrants London was to be issued
from 4,000,000 post 4:1 forward split shares to 1,500,000 post 4:1 forward split
shares,  and increased the exercise price of those warrants from $0.025 to $1.00
per share.  The Amended Agreement also changed the expiration of the term of the
original  consulting  agreement  from  January  31,  2007  to  January 31, 2009.
Additionally,  the Amended Agreement provides for London to receive a consulting
fee  of  $20,000 per month, to be payable the first day of each month covered by
the  Amended  Agreement.

                 DESCRIPTION OF THE COMPANY'S CURRENT BUSINESSES FOCUS
                            -------------------------

     Since  the  date  of the Exchange, the Company's focus has been parking and
parking  related  services,  including  valet parking services which the Company
operates through its wholly owned subsidiary BH holding Company, Inc. ("BH") and
vehicle  immobilization  services  which  the Company operates though its wholly
owned  subsidiary ABS Holding Company, Inc. ("ABS"), described in greater detail
below.  Approximately  sixty percent (60%) of the Company's revenues come from
BH,  with  the  remaining  forty  percent  (40%)  coming  from  ABS.

     The  Company has a website at www.nationalparkingsystems.com, which website
contains information the Company does not wish to be made a part of this filing.

                                     -8-
<PAGE>

                            BH HOLDING COMPANY, INC.
                            ------------------------

     BH,  was  incorporated  in  the  State  of  Nevada  on November 4, 2004. BH
operates  through its wholly owned subsidiary, J & K Parking, d/b/a B&H Parking,
a Georgia corporation ("J&K") that specializes in valet parking services and was
purchased  by  BH  in November 2004. At the time J&K was purchased by BH, it was
co-owned  by  the  Company's  Chief  Executive Officer, Marc Ebersole, and Scott
Pringle,  who is unaffiliated with the Company. BH purchased J&K for a) $175,000
in  cash, b) $25,000 in the form of a promissory note payable to Mr. Pringle, in
connection  with  a  Covenant  Not  to  Compete,  of which approximately $14,583
remains  unpaid,  c)  $30,000  in the form of a promissory note to Mr. Ebersole,
which  has been paid in full, and d) 10,000 shares of BH common stock which were
granted  to  Mr. Ebersole, and later exchanged  with  the  Company  pursuant  to
the  Exchange, for ownership of J&K (throughout  this  Form  10-KSB,  references
to  BH  include  J&K).

     Under  Mr.  Pringle's Covenant Not to Compete, he agreed not to engage in,
be  employed  in,  or have any interest in any occupation or business similar to
that  of  BH,  within  the  Southeast United States, including Georgia, Alabama,
Louisiana,  Tennessee,  Florida, South Carolina, North Carolina and any location
where  BH conduces valet parking, parking management and vehicle immobilization,
for three (3) years from the date of the closing of the Covenant Not to Compete,
which  was  November  2,  2004,  in  return  for  the  $25,000  promissory note.

     BH  currently  operates in the Atlanta, Georgia, area, however, BH plans to
expand  its operations to other locations in the future, as part of its business
plan.

     The  bulk  of  BH's  clients, approximately 90%, are ongoing relationships,
however  BH  routinely gets calls from individuals and entities which are having
private  parties  and  need  valet  parking  services  on an intermittent basis.
Currently,  BH  operates  valet  operations  in  approximately  36  locations.
Additionally,  for  some of BH's ongoing clients, BH not only supplies the valet
parking  employees, but also has control over the parking lots of these clients.
As  a  result  of  fluctuations in seasonal need for valet parking services, the
Company  is  busier  in  the  winter  and spring and around convention season in
Atlanta.

     In  November  2005,  BH  entered  into a License Agreement to provide valet
parking  services  to a parking lot in Atlanta, Georgia, which License Agreement
became  effective  January 2, 2006. This contract provides for BH to receive all
revenues  from  collected  valet parking receipts over the term of the contract,
which  is  three  years,  unless  terminated  sooner  with 30 days prior written
consent  of  the  lot  owner.

     In  December  2005,  BH  entered  into a License Agreement to provide valet
parking  services  to a parking lot in Atlanta, Georgia, which License Agreement
became effective January 2, 2006. The License Agreement provides for BH to pay a
monthly  fee  of  $25,000 for each month the agreement is in effect. The License
Agreement  has  a  term  of  three  years.  The  License  Agreement  may only be
terminated  by the lot owner if i) we are in default of the agreement and/or ii)
with  sixty  days written notice of the lot owners intent to terminate. Pursuant
to  the License Agreement, we agreed to maintain comprehensive general liability
insurance  with  limits  not  less  than  $2,000,000  per  occurrence and with a
deductible  not  to  exceed  $5,000;  workman's  compensation;  and  employer's
liability insurance. We anticipate netting approximately $10,000 per month under
this License Agreement in valet parking fees after deducting the $25,000 monthly
fee.

INSURANCE

     Currently, BH employees park approximately 30,000 cars per week. Because of
this,  BH  carries  garage  keeper's  liability  insurance  on  its  parkers and
operations,  whereby  BH  is  covered  if any damage occurs to the cars they are
parking  or anything is stolen from the cars themselves. BH averages one claim a
week  for  damage  done  to  the cars they park, which is normally just dents or
dings.  The  average  claim  made  to  BH  is approximately $1,200. BH's current
insurance  carries  a  $2,500  deductible per claim. Therefore, it has been BH's
policy  not  to submit claims to its insurance company unless the estimated loss
is  greater than $5,000 and as a result, BH chooses to pay almost all its claims
itself.

EMPLOYEE  SCREENING

     Strangers trust BH employees with their cars and their belongings when they
valet  park  with  BH, because of this, BH takes precautions in who they hire to
work as valets. BH screens potential employees by looking at their motor vehicle
report,  and  will  disqualify  job  candidates  based  on things like excessive
speeding  tickets  and  reckless  driving  charges.

                                     -9-
<PAGE>

                            ABS HOLDING COMPANY, INC.
                            -------------------------

     ABS,  which is in the business of providing vehicle immobilization services
to  parking  lot  owners  in  Atlanta, Georgia, was incorporated in the State of
Nevada  on  November 4, 2004. In November 2004, ABS purchased the assets of Blue
Sky  Parking,  Inc. ("Blue Sky"). Blue Sky had obtained its assets from Advanced
Booting  Services,  Inc., which was originally co-founded by the Company's Chief
Executive  Officer, Marc Ebersole, in November 1999, and later sold to Blue Sky,
in  August  2003.  The assets of Blue Sky were purchased by ABS for $200,000, of
which $100,000 was paid in cash and $100,000 in the form of a promissory note to
Blue  Sky.  The  $100,000  note  bears  no interest and is payable in thirty-six
installments  of $2,777.78, of which approximately $63,889 remains to be paid as
of  the  filing  of  this  report.

     ABS  owns  approximately Forty (40) vehicle immobilization boots, which are
attached  to  the wheel of a vehicle which is illegally parked, and are intended
to  prevent  that  vehicle  from  moving  until  the owner pays a fine, which is
currently  $50.00.

     ABS  currently  has contracts to provide booting services to thirty parking
locations,  one owned by Parking Company of America, one owned by Lanier Parking
and  one  owned  by  Atlanta  Loft  Company.

     When someone is illegally parked in one of ABS's client's parking lots, the
client or another individual in charge of the client's parking lot will call ABS
to  provide  booting  services. ABS contracts with approximately six independent
booters,  who  have  permits granted by the Atlanta Police Dept. When ABS gets a
call,  they contact one of their booters who will then find the illegally parked
vehicle and install a boot on one of the vehicle's tires. The vehicle owner must
then  pay  $50.00  to  get  the  boot removed from his vehicle. ABS receives the
majority  of  that payment, with the independent contractor booters being paid a
set  amount  by  the  Company,  for  each  boot  they  attach.

COMPETITIVE  BUSINESS  CONDITIONS

     The  valet  parking  and  vehicle  immobilization  industries  are  highly
competitive.  Currently,  BH is well diversified and has many clients, while ABS
currently  depends on three clients for its revenues. BH has approximately three
competitors  in  the  Atlanta,  Georgia  area.

COPYRIGHTS,  PATENTS,  TRADEMARKS  &  LICENSES

     Neither ABS nor BH have any copyrights, patents, trademarks, or other types
of  intellectual  property.  ABS does hold a license for booting services in the
Atlanta,  Georgia  area.

                                      -10-
<PAGE>

NEED  FOR  GOVERNMENTAL  APPROVAL  AND  THE  EFFECTS  OF  REGULATIONS

     In  connection  with  ABS's  vehicle  immobilization  services, ABS must be
licensed  by  the  city  of Atlanta, Georgia, to operate its booting operations.
Additionally,  the booters which the Company deals with must have permits issued
by  the  Atlanta  Police  Department.  In  the past, the Company has not had any
trouble  obtaining  its license to operate its booting services, which are valid
for  one  year  from  the  date  of  issuance.

RESEARCH  &  DEVELOPMENT  OVER  THE  PAST  TWO  YEARS

     The  Company  has  spent no money on research and development over the past
two  years.

EMPLOYEES

     BH  currently  employs  six  (6)  full-time employees and approximately one
hundred  fifty  (150)  independent  contractors,  as  valet  parking  personnel,
although  the  number  of  parking  personnel  employed by BH varies seasonally.

     ABS  currently  employs  zero  (0)  individuals  on  a  full-time basis and
approximately four (4) independent contractors who actually attach ABS's vehicle
immobilization  boots  to  the  illegally  parked  vehicles.

MERGER  AGREEMENT
------------------

     On  November 22, 2005, we entered into an Agreement and Plan of Merger (the
"Merger  Agreement"  and  the  "Merger")  with  Cryobanks International, Inc., a
Delaware  corporation ("Cryobanks"). Pursuant to the Merger Agreement, shares of
common  stock,  warrants  and  preferred stock of Cryobanks which are issued and
outstanding  immediately  prior  to the effective date of the Merger ("Effective
Date")  will be converted into the right to receive common stock of the Company.
Pursuant  to  the  Merger,  Cryobanks  will  be  merged  with  and  into BioStem
Acquisition  Company,  Inc.,  a  to  be  formed  subsidiary of the Company and a
Delaware  corporation  ("Acquisition  Company"),  and  the separate existence of
Cryobanks  shall cease. The closing date of the Merger is the business day after
satisfaction  or  waiver  of  the  conditions  set forth below ("Closing Date").

     Pursuant  to  the  Merger  Agreement, the aggregate number of shares of the
Company issued and outstanding immediately prior to the Closing shall be no more
than  15,650,000  shares  of  common  stock,  and  there  shall  be no more than
2,000,000  warrants  outstanding which shall have an exercise price of $1.00 per
share.

     Among  other  conditions  described  in  the  Merger  Agreement, a material
condition  to  the  effectiveness  and  Closing  of the Merger is the successful
completion  of  a  financing  by  Cryobanks  which  results  in  net proceeds to
Cryobanks  of  at  least  $10,000,000  pursuant  to  a  Private Placement, which
attempts  to sell 10,000,000 shares of Cryobanks preferred stock to investors at
$1.00  per  share  and warrants to purchase 3,000,000 shares of Cryobanks common
stock,  exercisable  at $1.10 per share, on or before the Closing. The preferred
shares  issued by Cryobanks in such financing will be convertible into one share
of the Company for each share of preferred stock issued to such investors. These
Company  shares  (which  are in addition to the 120,000,000 shares issued to the
holders  of Cryobanks common stock and warrants), and 2,000,000 shares which are
issuable upon conversion of $2,000,000 of debt of Cryobanks, will not be subject
to  any restriction or lock-up, and will be registered for resale by the Company
on  a  registration  statement.

                                      -11-
<PAGE>

     Cryobanks has an agreement with the holder of its Series A Preferred Stock,
of  which  there  are  7,000,000  shares  outstanding, that fifty percent of the
proceeds  of  the  above financing will be used to redeem the Series A Preferred
Stock  at  a  redemption  price of $1.00 per share, up to $10.0 million of gross
proceeds,  and 100% of gross proceeds in excess of $10.0 million will be used to
redeem  the  balance  of  such  shares  of  Series  A  Preferred  Stock.

     The boards of directors of both the Company and Cryobanks have approved the
merger agreement, and the majority shareholders of both companies have consented
to  the  merger  agreement.

     The Merger Agreement shall terminate if the Merger has not been consummated
by March 1, 2006, or by the mutual written consent of the Company and Cryobanks,
or  for  any  other  reason  as  described  in  the  Merger  Agreement.

     Assuming  the Closing of and pursuant to the terms of the Merger Agreement,
the  Company will divest itself of its two operating subsidiaries, and will have
no  more than $25,000 of accrued but unpaid liabilities on the effective date of
the  merger.  On the effective date of the merger, Cryobanks will merge with and
into the Acquisition Company, which will become the surviving corporation in the
Merger.  All of the outstanding shares of Series A Preferred, Series B Preferred
Stock and warrants of Cryobanks will be converted into shares of common stock of
the  Company  at  an  exchange ratio of 0.852578 (meaning that for each share of
Cryobanks  stock,  the holder will be issued 0.852578 shares of the Company, the
"Exchange  Ratio"),  unless  such  Series  A Preferred Stock, Series B Preferred
Stock  and  warrants  are  issued  pursuant  to  the  planned  Private Placement
(described  below).  The  total amount of shares to be issued in connection with
the  conversion  of  the  Series A Preferred Stock, Series B Preferred Stock and
warrants  shall  total  120,000,000  shares  of  the Company's common stock (the
"Merger Consideration"), and such Exchange Ratio shall be adjusted if any shares
of  the  Company's  common  stock  are  issued prior to the Closing, by dividing
120,000,000  by  the  sum of the then outstanding shares of the Company's common
stock  and  warrants.

     Shareholders  of  Cryobanks,  who dissent to the Merger are able to receive
payment  for  their  shares  (as  calculated in the Merger Agreement) in lieu of
shares  of  the  Company.

     All  warrants  to  purchase  shares  of  Cryobanks  common  stock which are
outstanding  prior  to  the Merger will be assumed by the Company as provided in
the  Merger  Agreement.

     Assuming  the  Closing  of  the  Merger, the Company will issue 120,000,000
shares  of  its  common stock to the shareholders of Cryobanks, and the board of
directors of Cryobanks will be appointed to the Company's board, and the current
members of the Company's board will resign. On the effective date of the merger,
immediately  prior  to  the  merger,  the Company will have 15,650,000 shares of
common  stock  outstanding,  and warrants to purchase 2,000,000 shares of common
stock  with  an  exercise  price  of  $1.00  per  share.  All  other shares then
outstanding will be cancelled in exchange for the transfer by the Company of all
of the common stock of its current two operating subsidiaries, BH Holdings, Inc.
and  ABS  Holdings,  Inc.,  to those shareholders canceling shares (as described
below  under  "Agreement  to  Purchase  Subsidiaries  and  Cancel  Shares").

     Assuming the Closing of the Merger, the Company and Cryobanks will cause to
be  filed  a  registration statement on Form S-4 registering the issuance of the
120,000,000  shares  to  the  Cryobanks  shareholders.  Notwithstanding  this
registration,  all of the 120,000,000 shares so issued shall be subject to a one
year  restriction  against  transfer, except for approximately 91,879,402 shares
held  by  the  majority  shareholder  of  Cryobanks,  which will be subject to a
six-month  lockup.

                                      -12-
<PAGE>

Agreement to Purchase Subsidiaries and Cancel Shares
-----------------------------------------------------

     On  November  22,  2005, our Chief Executive Officer, Marc Ebersole and our
Directors,  Scott  Schweber  and  Christine  Ebersole  (the  "Management
Shareholders"),  entered  into  an Agreement to Purchase Subsidiaries and Cancel
Shares  ("Spinoff  Agreement"),  with  certain  shareholders who hold Senior and
Junior  debentures  with the Company (together with the Management Shareholders,
the  "Security  Holders" as described below.) Pursuant to the Spinoff Agreement,
the  Security  Holders agreed to cancel the shares of the Company's common stock
which  they  held in return for the transfer to them of the Company's two wholly
owned  subsidiaries  ABS  Holding  Company, Inc. ("ABS") and BH Holding Company,
Inc.  ("BH").  Pursuant  to  the  Spinoff  Agreement,  each Security Holder will
receive  one  share of both ABS and BH for each four shares of the Company which
they  hold  and  the Company will then cancel each share of the Company's common
stock  which  they  held.

     Additionally, pursuant to the Agreement to Purchase Subsidiaries and Cancel
Shares,  Hyde  Investments,  Ltd.  ("Hyde"),  which  the  Company currently owes
$470,000,  in  connection  with a Senior Debenture agreed to release the Company
from  any  obligations  under the Senior Debenture and that in exchange for such
release,  ABS and BH would both assume 50% of the $470,000 outstanding under the
Senior  Debenture.

     The  Spinoff  Agreement is to be effective on the day following the closing
of  the  Merger  (described  above).

     Pursuant  to  the  Spinoff  Agreement,  the following Security Holders have
agreed  to  cancel  the  following  share  amounts:

     Marc  Ebersole               122,000,000  shares
     Christine  Ebersole            4,000,000  shares
     Scott  A.  Schweber            4,000,000  shares
     The  Morpheus  Trust           5,460,018  shares
     Livingston  Investments        6,200,000  shares
     The  Gateway  Real  Estate
     Investment  Trust              5,090,026  shares
     Burton  Partners,  LLC         6,200,000  shares
     Picasso,  LLC                  6,200,000  shares

        Total                     159,150,044  shares

Assuming  the  Closing  of  the Merger and the subsequent closing of the Spinoff
Agreement, the Company will no longer have any interest in the operations of ABS
and  BH, and the shareholders of Cryobanks will become the majority shareholders
of  the  Company.

DESCRIPTION OF THE BUSINESS OF CRYOBANKS

     Cryobanks  International,  Inc.  ("CI,"  or  "Cryobanks")  is  a  Delaware
corporation, incorporated in May 1999,  located in Altamonte Springs, Florida, a
suburb of Orlando.  Cryobanks believes it is one of the leading companies in the
collection,  processing,  and  banking  of stem cells derived from the umbilical
cord  immediately after birth.  The units of cord blood ("CB") are processed and
stored  by  the  company  for use in unrelated transplants (where the donor is a
histocompatible  match, but is anonymous and unrelated to the recipient) and for
personal  storage  and use.  Cryobanks believes that in recent years, cord blood
transplants  ("CBTs") have become widely recognized as a safe, effective, and in
many  ways preferable, alternative to bone marrow transplant ("BMT").  Cryobanks
believes  that  there is tremendous potential need for CBTs in the United States
and  worldwide,  and  that  Cryobanks  is  well  poised  to help meet that need.

                                      -13-
<PAGE>

     Cryobanks  was  formed  in  1994 as a blood and semen banking facility.  In
mid-1995,  CI  expanded its scope of business into the field of CB banking.  The
main  goal  of  Cryobanks  is  to become the largest provider of cord blood stem
cells  ("CBSCs")  for  transplant  and  research  purposes  in  the  world.

     Cord  blood  contains  a  very  concentrated  source  of  stem  cells which
ultimately  may  differentiate  into all other cells in the body, such as red or
white  blood  cells, platelets, brain cells, liver cells or any other cell type.
Transplanted  into humans with a variety of diseases, CBSCs can often reverse or
even  cure  the  disease.  CB is a non-controversial source of stem cells, as it
does  not  involve the use or destruction of an embryo or fetal tissue and would
otherwise  be  discarded  as  medical  waste.  In  addition  to therapeutic uses
through  transplant,  CB  stem cells can be used to develop new therapies and as
sources  of  specific  cell  types  for  research  purposes.  A new legislation,
expected  to  be  soon  enacted  by Congress, underscores the importance of this
technology  and  should  create  a  rapid  expansion  of  a  national cord blood
inventory.  The  company  is  poised  to  be  at  the  heart  of this expansion.

     Cryobanks  is  engaged  in  three  core  businesses,  all  related  to  CB
collection,  storage  and use.  The first business is the collection and storage
of CB units donated by the parents at birth for unrelated cord blood transplants
("Donor  Units").  While  Cryobanks bears the cost of collection and processing,
these  Donor  Units  have  three  distinct uses for therapeutic purposes: for CB
transplant,  for  research in the discovery of new therapeutics, and for sale of
the  stem  cells  for other research purposes.  Currently, the company lists its
unrelated  transplantable  units  on  three  key  worldwide  registries.

     The  second  business  involves  the  collection  of  CB units for personal
storage  ("Storage Units"), to be used, if necessary, by the donor family or its
designees.  In  this  case,  the donating family pays for collection, processing
and  storage,  plus  an  annual  fee  for  continued  storage.

     The third business involves technology licensing.  Cryobanks has been asked
by  many  international  groups  to  help  them set up CB collection and storage
facilities.  Cryobanks has developed a model for assisting other parties in this
endeavor  and  already  has  agreements  to  assist  in the formation of several
facilities,  seven  in India and one in Greece.  Cryobanks plans for the Athens,
Greece  location to be operational in November 2005. Cryobanks has plans to have
the first Indian facility located in New Delhi to be operational in May of 2006,
with  the  next  six  Indian  facilities  being  opened  over  the course of the
following  twenty-four  months.

     Other  opportunities  abound,  including  the  use  of donated CB units for
research  purposes,  Cryobanks expects to help sponsor research in areas related
to  stem cell therapy.  In return, Cryobanks will have first rights to licensing
and  royalty  income  when  and  if  the  therapies  based  on this research are
developed.  Due  to  the  long,  10  to  12 year, development time of biological
therapeutics,  Cryobanks  does not expect to see  significant revenues from this
business  within  the  first  five  years.  Cryobanks  has  signed  one Material
Transfer  Agreement  with a well-known cancer research center and has four other
agreements  pending.

                                      -14-
<PAGE>

     While  there  are  about  two  dozen  other  companies  and  not-for-profit
laboratories  around  the  United  States  that  are  also  in  the  business of
collecting  CB  for  donated  and  personal  storage, Cryobanks is the only U.S.
facility  that  accepts  CB  donations  from  anywhere in the continental United
States  every  day  of the year.  Logistical difficulties and cost prohibit many
organizations,  such  as  the American Red Cross, from being able to accept cord
blood  from anywhere other than their immediate local area and, at least in part
due  to  these  difficulties;  the Red Cross is in the process of exiting its CB
collection  activities.  CI's  lab and client services departments operate seven
days  a  week,  with  a 24-hour a day receiving system, accepting donations from
across  the  country.

     Cryobanks  occupies  a  state-of-the-art  facility  of  approximately 3,700
square  feet  and has leased an additional 2,500 square feet for expansion to be
occupied  by  December  2005.  Currently  it  has  15  employees,  and relies on
guidance  from  a  Business  Board and an active Scientific and Medical Board of
Advisors  ("the  SAMBA").

     CI is accredited by the American Association of Blood Banks, New York State
licensed,  and  FDA  registered.  CI  also  holds  memberships  in  the American
Association  of  Bioanalysts  and  American  Association  of Tissue Banks.  This
effort  is  leading  to  our  goal of developing the largest database of quality
transplantable  cord  blood  stem  cell  units  worldwide.  It is the mission of
Cryobanks  to  ensure  that  anyone in need of a cord blood stem cell transplant
will  have  a  matched  unit  to  access.

COMPETITION
------------

     Cryobanks  has  two  categories  of competitors.  The first category is the
personal  storage  for  fee  business.  To  date,  this has been by far the most
lucrative area of cord blood banking.  For personal storage, a family will pay a
large  initial  fee  (usually  $1,300 to $2,000) to process and store their cord
blood  for  private use, plus an annual storage fee of $95 to $150.  The primary
companies in this area are Cord Blood Registry and ViaCell.  Cord Blood Registry
claims  to  have  stored  nearly  240,000  units and has been very successful in
raising  funds  to  grow its business.  CI offers this service but has not had a
marketing  budget  to date to pursue new clients.  Therefore, CI has accumulated
to  date  only  approximately 1,836 private storage units.  It is the feeling of
management  that  CI  could  quickly  escalate these units from less than 25 per
month  to 50 per week, with minimal marketing, and could obtain several thousand
units  per  year with substantial marketing.  Cryobanks believes that the prices
it  charges  for  the  storage  of  cord  blood  is  more competitive than other
companies.  Additionally,  the  other  companies  that  offer  this  service are
for-profit  companies.

     Another  category  of competition in the cord blood arena is the collection
of  unrelated  donated units (donations not from relatives), at no charge to the
donor.  Cryobanks  invests  its own money to process these units.  The units are
then  placed  on  international registries with the expectation that these units
will  be  selected  for  transplant.  If  a  unit  is  selected  for transplant,
Cryobanks will receive $19,500 as reimbursement for each transplantable CB unit.
Not  every unit donated will be selected for transplant and a facility must have
a large inventory - estimated at 20,000-or-greater - in order to have sales at a
rate  of  10  percent.  The  largest existing inventory is at the New York Blood
Center  -  with  16,000  stored  and  registered  units of which over 1,700 have
already been used for transplant.  The competing facilities in this category are
hospitals  and  universities  that  are  primarily  funded  through  private  or
government grants.  Historically, processing costs are high and efficiencies are
low resulting in the failure or constant start-up/shut-down of their operations.
The company has been able to continuously decrease its operating costs to a very
low  level.

                                      -15-
<PAGE>

PROPERTIES
-----------

     Cryobanks  occupies  approximately  3,700  square feet of leased space in a
free-standing,  one-story building in Altamonte Springs, Florida.  An additional
2,500 square feet has been leased for expansion to be occupied by December 2005.
The  facility  is centrally located in the Orlando area approximately 30 minutes
from  the  Orlando  International  Airport.  CI has occupied this space for five
years  and renewed its lease in 2003 for an additional five-year period with the
option  to  extend  another  five  years.  CI  has its own uninterruptible power
source/generator  system.  The  laboratory houses state-of-the-art equipment for
microbiology screening, cell counting and general processing of stem cells.  The
laboratory  utilizes  controlled  rate  freezers  and  long-term  nitrogen vapor
storage  systems.  CI  has  the  ability to store more than 30,000 units of cord
blood  without  having to expand its current space.  The American Association of
Blood  Banks  accredits  Cryobanks'  laboratory  and  operating  facility  in
hematopoietic  cell  processing  activities  every  two  years.  The most recent
inspection  was conducted May of 2005. The Company maintained its certification.

THE  SCIENTIFIC  &  MEDICAL  BOARD  OF  ADVISORS  (SAMBA)
----------------------------------------------------------

     Cryobanks  relies  on  a highly acclaimed team of scientists and doctors to
provide  guidance  to  its  operations  and  activities.

RISK  FACTORS RELATING TO CRYOBANKS*
------------------------------------

     *  Please  see  "Item  6.  Management's  Discussion and Analysis or Plan of
Operation,"  below  for  a  discussion of the risks facing the Company's current
business  operations.

     The risk factors described below are only some of the risks associated with
the  business  of  Cryobanks.

CRYOBANKS  MUST  COMPLETE  TEN  MILLION  DOLLAR  PRIVATE  PLACEMENT TO CLOSE THE
MERGER.

     The  Agreement and Plan of Merger has various conditions precedent in order
for  the parties to effect the merger, one of which includes Cryobanks raising a
minimum  of  $10,000,000  in  a  private  placement.  In  the event Cryobanks is
successful  in  raising  a  minimum  of  $10,000,000  of  which  there can be no
assurance,  $5,000,000  of  such  funds  will  be  used  to redeem $5,000,000 of
Cryobanks  Series  A Preferred Stock. As of the filing of this report, Cryobanks
has not raised any of the $10,000,000 which it is required to raise prior to the
closing of the Merger. Cryobanks may never raise any money in a private offering
and  as  a result, the Merger may never close. If this were to happen, the value
of  our  common  stock  could  decrease  in  value  and/or  become  worthless.

CBSC  TRANSPLANT  PROCEDURES WILL NOT BECOME POPULAR OR WILL NOT GROW IN NUMBERS
FAST  ENOUGH  TO  MEET  PROJECTIONS.

     While  there  is  strong  indication that CBSC transplants are in many ways
superior  to  the  current common practice of bone marrow transplants, and there
appears  to  be  an  increasing  use of CBSC transplants in place of bone marrow
transplants,  a  significant  portion  of Cryobanks' projected revenues over the
next  five  years  is dependent on this trend to continue and increase even more
over  time. The slowing down of this trend would represent a significant risk to
Cryobanks.  Further,  a  major  adverse  event  in  the  use  of  cord blood for
transplant  could  adversely  affect  Cryobanks  main  business.

                                      -16-
<PAGE>

PERSONAL  CORD  BLOOD  STORAGE  MAY  BECOME  LESS  DESIRABLE  THAN  ANTICIPATED.

     Some  medical  groups have recommended that birthing mothers not store cord
blood  for  personal  use.  Reasons include the low likelihood that the personal
unit  will  ever be used for homogeneic transplant (to the child). If there is a
need  within  a  family,  there  is  a greater chance of a match, and the family
members could take advantage of the stored unit. While estimations are that with
300,000  registered units in storage there would be sufficient units and matches
to  treat  the world's population in need of transplant, these units are not yet
available.  A  fraction  of Cryobanks intended revenues comes from the projected
building  of the personal storage units business. Other companies have been able
to build banks of 30,000 and 45,000 stored units, indicating the desirability of
personal  storage and the viability of the business plan. However, the continued
popularity  of  the  practice  of  personal  storage  of  cord  blood  cannot be
guaranteed.

NEW  TECHNOLOGY  REPLACES  USE  OF  CB  CELLS  IN  TRANSPLANT.

     Technology  related  to stem cells, regeneration of blood and immunological
function  and  other  therapeutic  actions of CB is always being advanced. It is
possible  that  some,  currently undiscovered, technology will be able to effect
hematopoietic  cell  rejuvenation  or  the reversal of specific diseases that CB

transfers  will be targeting. While advances of these types cannot be ruled out,
the  time  lag for development, regulatory approval, and acceptance likely gives
Cryobanks  a  lead of five to ten years. Cryobanks has entered into an agreement
with  a  patent  holder.

     A  suite  of  patents  held  by  Biocyte  Corporation  and  its  successors
PharmaStem Therapeutics have been alleged to require licensing. In October 2003,
PharmaStem  won a jury verdict against ViaCell, Cryo-Cell International, CorCell
and  CBR  Systems  , the four largest personal storage unit companies. Following
suit,  the  trial  court  invalidated  the  jury's findings and multiple appeals
thereafter  followed.  Concurrently,  the European Patent Office invalidated the
patents  on  the  continent  of  Europe  and, after challenge, the United States
Patent  Office  has  invalidated  one  of  the underlying patents. Despite these
facts,  and  the  fact that the United States patents expire in 2007 , Cryobanks
was  named  as  a defendant in a patent infringement suit brought by PharmaStem.
Cryobanks  has  determined  the  cost  and  risks of litigation would likely far
outweigh  costs  and risks of entering into a royalty agreement with PharmaStem.
Accordingly,  an agreement was reached which calls for payment of a sum for past
violations  and  payment  of  a  royalty  on  an  ongoing  basis.  The agreement
terminates  if  the patents are determined to be invalid or at the expiration of
the  patents,  whichever  is  first  to  occur.

INCREASING  COMPETITION  AND  LIMITED  BARRIER  TO  ENTRY.

     There  is  no intellectual property that would prohibit human serum storage
companies  from entering into the business, or prohibit new companies from being
formed  in  this area. Cryobanks believes that the Federal guidelines regulating
cord  blood collection and storage will create a significant barrier to entry to
many  other  groups.  Cryobanks  meets  or  exceeds  all requirements in the new
legislation.

FUTURE  ECONOMIC DOWNTURNS MAY ADVERSELY AFFECT THE ABILITY TO GROW CRYOBANKS.

     Historically,  the  general  level  of  economic activity has significantly
affected  the  demand  for  scientific  research and advancement. If the general
level  of  economic activity slows, our clients may not require our services and
may  delay  or  cancel  plans  that  involve  using our services and technology.
Consequently,  the time from initial contact with a potential client to the time
of  sale could increase and the demand for our services could decline, resulting
in  a  loss  of  revenue  harming  our business, operating results and financial
condition.

                                      -17-
<PAGE>

CRYOBANKS  MAY  NOT  BE  ABLE TO GROW ITS CLIENT BASE AND REVENUE BECAUSE OF THE
NUMBER  OF  COMPETITORS, RESOURCES AVAILABLE TO IT AND THE VARIETY OF SOURCES OF
COMPETITION  ITS  FACES.

     Cryobanks  future  success  will depend on its ability to grow and maintain
its  client  base  and  revenue. This will require that Cryobanks offer services
that  are superior to the services being offered by its competitors and that its
services  are  priced  competitively.

CRYOBANKS  MAY  NOT  BE  ABLE  TO STRENGTHEN AND MAINTAIN AWARENESS OF ITS BRAND
NAME.

     Cryobanks  believes  that  its success will depend to a large extent on its
ability  to  successfully develop, strengthen and maintain its brand recognition
and  reputation.  In  order to strengthen and maintain its brand recognition and
reputation,  we invest and will need to continue to invest substantial resources
in  our  marketing  efforts and maintain high standards for actual and perceived
quality,  and  security.  If  its fails to successfully promote and maintain its
brand  name,  particularly after incurring significant expenses in promoting its
brand name, or encounters legal obstacles which prevent its continued use of its
brand  name,  its  business,  operating results and financial condition could be
materially  adversely  affected.  Moreover,  even  if Cryobanks does continue to
provide  quality  service  to  its  clients,  factors  outside  of  its control,
including  actions  by  organizations  that  are  mistaken  for  it  and factors
generally  affecting  its  industry,  could  affect  its brand and the perceived
quality  of  its  services.

CRYOBANKS  BUSINESS  COULD SUFFER IF FINANCING IS NOT AVAILABLE WHEN REQUIRED OR
IS  NOT  AVAILABLE  ON  ACCEPTABLE  TERMS.

     Cryobanks  future  capital  requirements  depend  on  a  number of factors,
including  its  ability  to  grow its revenue. It is possible that Cryobanks may
need  to raise additional funds sooner than expected in order to fund expansion,
develop  new  and enhance existing, services or acquire complementary businesses
or  technologies or if its revenues are less or its expenses are greater than is
expected.  Cryobanks  business  could  suffer if financing is not available when
required  or  is  not  available  on  acceptable  terms.

CRYOBANKS  BUSINESS  COULD  BE ADVERSELY AFFECTED IF IT IS UNABLE TO PROTECT ITS
PROPRIETARY  TECHNOLOGIES.

     Cryobanks  success  depends  to a significant degree upon the protection of
its  proprietary  technologies and brand names. The unauthorized reproduction or
other  misappropriation  of  its  proprietary  technologies  could provide third
parties  with access to its technologies without payment. If this were to occur,
Cryobank's proprietary technologies would lose value and its business, operating
results  and  financial  condition  could  be  materially  adversely  affected.
Cryobanks  relies  upon  a  combination of copyright, trade secret and trademark
laws  and  non-disclosure  and  other  contractual  arrangements  to protect its
proprietary rights. The measures it has taken to protect its proprietary rights,
however,  may  not  be  adequate  to  deter  misappropriation  of  proprietary
information  or  protect  Cryobanks  if  misappropriation  occurs.  Policing
unauthorized  use  of Cryobank's technologies and other intellectual property is
difficult,  particularly because of the global nature of its industry. Cryobanks
may  not  be  able to detect unauthorized use of its proprietary information and
take appropriate steps to enforce its intellectual property rights. If Cryobanks
resorts  to  legal  proceedings to enforce its intellectual property rights, the
proceedings could be burdensome and expensive and could involve a high degree of
risk.

                                      -18-
<PAGE>

CRYOBANKS  MAY  BECOME  SUBJECT TO BURDENSOME GOVERNMENT REGULATION, WHICH COULD
INCREASE  ITS COSTS OF DOING BUSINESS, RESTRICT ITS ACTIVITIES AND/OR SUBJECT IT
TO  LIABILITY.

     Uncertainty  and new regulations relating to the biotechnology or stem cell
storage  could  increase  Cryobank's  costs  of  doing business, prevent it from
providing  its  services, slow the growth of its business model or subject it to
liability,  any  of which could adversely affect its business, operating results
and  prospects.  In addition to new laws and regulations being adopted, existing
laws  may  be  applied  to  the  stem  cell  research  business.

DEPENDENCE  ON  KEY  PERSONNEL.

     Cryobanks  is  highly  dependent  upon the efforts of its senior management
team, including Dwight C. Brundehler, its President. The loss of the services of
such  individual  could  impede  the  achievement  of  product  development,
commercialization,  and  operational  objectives.  Cryobanks  does  not have key
personnel  life insurance on the life of such individual. Due to the specialized
nature  of  Cryobanks  business,  Cryobanks  is  also  highly dependent upon its
ability  to  attract  and  retain  qualified  key management personnel. There is
intense  competition  for  qualified  personnel  in  the  areas  of  Cryobanks'
activities.  Cryobanks'  may  have  to  hire  additional  personnel  to meet its
business goals. There can be no assurance that Cryobanks will be able to attract
and  retain  qualified  personnel necessary for the development of its business.

CRYOBANKS  MAY  BE  EXPOSED  TO  PRODUCT  LIABILITY  RISKS.

     Cryobanks faces an inherent risk of exposure to product liability claims if
the  use  of  its products results, or is alleged to result in injury to persons
who  receive  stem  cell transplants from core blood supplied by Cryobanks. With
respect  to  product  liability  claims,  Cryobanks  maintains product liability
insurance.  There  can  be  no assurance that such insurance will continue to be
available  at  a  reasonable  cost,  or; if available, will adequately cover the
Company's  liabilities.  If  Cryobanks does not have adequate insurance, product
liabilities  relating to defective products could have a material adverse effect
on  Cryobanks'  business,  financial  condition  and  results  of  operations.

CRYOBANKS MAY HAVE POTENTIAL WEAKNESSES IN INTELLECTUAL PROPERTY PROTECTION.

     Cryobanks  intends to rely on a combination of common law trademark rights,
U.S. federal registration rights, patent and/or trade secret laws to protect its
proprietary  rights.  Cryobanks  received  certain patent protection for certain
elements  of  its  technology.

     There  can  be  no  assurance  that  Cryobanks  will be able to enforce its
proprietary  rights  or  that it will be granted patent protection. Although the
Company's  technique  for certain of its systems may be trade secrets, it may be
independently  developed  or  duplicated. Cryobanks has licensed certain patents
from  Pharmastem,  as  discussed  elsewhere.

                                      -19-
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS RELATING TO CRYOBANKS
--------------------------------------------------------------------

Conversion  Agreement
----------------------

     On  October 31, 2005 Cryobanks entered into a Conversion Agreement with its
principal  shareholder,  Kazi Management VI, which provides for a mutual release
and  the  conversion  of  $7,000,000  of secured debt owed to Kazi Management by
Cryobanks  in return for the issuance of $7,000,000 of Series A Preferred Stock,
and  15,085,743  warrants  exercisable  at  $0.10  per share as compensation for
advances  and  accrued interest made in 2005. Kazi Management agreed to exercise
all  of its 74,612,600 warrants including the 15,085,743 warrants and was issued
7,461,260  shares  of common stock in consideration of the Conversion Agreement,
and  used  these  shares  to exercise all of its warrants on a cashless exercise
basis,  resulting  in  a net issuance to Kazi Management of 74,612,600 shares of
common  stock.

     Under  the  Conversion  Agreement,  Kazi Management ("KM") has the right to
require  redemption of up to a maximum of 50% of the Series A Preferred Stock in
the  event  of an equity financing of at least $10,000,000 and up to the balance
of  the  financing  if more than $10,000,000 is raised (as described above under
the  description  of  Cryobanks  planned  Private  Placement).  The  Conversion
Agreement  further  provides  that  upon the merger with Biostem, KM will not be
required  to  agree to any restriction against the sale of its shares beyond 180
days  following  the  registration  of  the  shares issued in the merger. If the
shares  issued  to KM pursuant to the Conversion Agreement are not registered on
an  effective registration statement prior to June 30, 2006, KM has the right to
convert  its  Series A Preferred Stock into an obligation to pay $1.00 per share
of  Series  A  Preferred  Stock, which obligation would be added to the $461,260
balance  of a secured note still owed to KM by Cryobanks as of October 31, 2005.
As  Cryobanks  is  required  to  raise  $10,000,000  prior to the closing of the
Merger,  of  which approximately $0 has been raised to date, it is unlikely that
if  such  Merger  closes,  of which there is no assurance, that the Company will
have  sufficient  time  to  obtain  effectiveness  of  a  registration statement
covering  KM  shares.  As  a result, it is likely that KM will have the right to
convert  its Series A Preferred Stock into an obligation to pay $1.00 per share.
This  conversion may make it harder if not impossible for Cryobanks to close the
Merger,  and/or  take funds away from Cryobanks business operations, which could
force  Cryobanks  to  curtail  or  abandon  its  business  operations.

Consulting  Agreement
---------------------

     Effective March 28, 2005 Cryobanks entered into a Consulting Agreement with
Central  Software Services, Inc., ("CSSI") a California Corporation wholly owned
by  Vijay  Alimchandani,  a  business  associate of Kazi Management whereby CSSI
agreed to provide consulting services related to finding, analyzing, structuring
and  negotiating  acquisitions,  joint  ventures,  alliances  and  financial and
management  advice  for  a  term  ending  December 30, 2006, for compensation of
either  $50,000  in  cash  or  1,000,000 shares of Common Stock and a warrant to
purchase  500,000  shares  of  Common Stock at $0.10 per share. Mr. Alimchandani
entered  into  a  similar  Consulting Agreement with the Company on November 11,
2005,  providing  for  the  issuance  by  the  Company of 1,500,000 shares and a
warrant  for 500,000 shares, exercisable at $1.00 per share, which shares of the
Company  have  been  issued. The agreement with the Company provides that if the
merger  with  the  Cryobanks  is  not completed by June 30, 2006, the shares and
warrants can be cancelled for $1,000. A requirement of the closing of the Merger
is  that  Cryobanks  raises  $10,000,000,  of which $0 has been raised as of the
filing  of  this  report.  As a result, it likely that the Merger will not close
prior  to  June  30,  2006,  and that the Company will repurchase the shares and
warrants  from  CSSI  for  $1,000.

Pre-Emptive  Rights
-------------------

     Cryobanks entered into an agreement on July 7, 2005 with Daxor Corporation,
Inc., et al., a licensor of certain rights to Cryobanks whereby certain disputes
and  claims  of Daxor were settled, Daxor was granted certain pre-emptive rights
to  subscribe  to the issuance of additional securities including the securities
offered  in  the  Private  Placement  Memorandum.  Pursuant  to these preemptive
rights,  Daxor  has  the  right to purchase, at the same purchase price as which
such  securities  are  sold,  6%  of  such  securities.  This  preemptive  right
terminates  30  days  after  the consummation of an equity financing of at least
$8,000,000, such as the offering covered by Cryobanks planned Private Placement,
which  Cryobanks  cannot  provide  any  assurance  will  be  funded prior to the
expiration  date  of the Merger, if at all. Pursuant to the employment agreement
of Dwight C. Brunoehler, the President and Chief Executive Officer of Cryobanks,
Mr. Brunoehler also has pre-emptive rights to purchase 5% of the securities sold
in  the  Private  Placement  offering  at  the  same  price.
                                      -20-
<PAGE>

Employment  Agreement
----------------------

     Effective May 20, 2005, Cryobanks entered into an Employment Agreement with
Dwight  C.  Brunoehler  which replaced a prior Employment Agreement. Pursuant to
the  Employment  Agreement Mr. Brunoehler serves as president of Cryobanks for a

term  of  five  years  at  a  base  compensation of $250,000 per year subject to
adjustment, not including bonuses to be determined by the Board of Directors. In
addition, on each annual anniversary of the Employment Agreement, Mr. Brunoehler
is  to  receive five year stock options to purchase 166,666 shares at the market
price.  Such  options  are  fully  vested upon issuance but automatically expire
ninety  days  following  termination.  The  Employment  Agreement  also requires
Cryobanks  to issue to Mr. Brunoehler a number of shares as is required to bring
his total beneficial ownership of shares (including options at an exercise price
of  $0.25  or less) to five percent (5%) of the issued and outstanding shares of
Common Stock of Cryobanks. Pursuant to a Finders Agreement of the same date, Mr.
Brunoehler is entitled to a 1-1/2% finders fee upon a capital raise, such as the
offering  covered  by  the  Private  Placement.

Convertible  Note
------------------

     Pursuant  to  a  Convertible Note Agreement dated May 25, 2005, Mr. Syed M.
Raheel,  a  business  associate  of  Kazi  Management,  agreed to loan Cryobanks
$2,000,000,  convertible  into  1.67%  percent  of  the  fully diluted shares of
Cryobanks.  In  addition, as part of the Convertible Note transaction Mr. Raheel
received  a warrant to purchase 1,000,000 shares at $2.00 per share, through May
25, 2012. Cryobanks believes that Mr. Raheel intends to convert his Note in full
prior to the effectiveness of the Merger. The Merger Agreement provides that Mr.
Raheel  will not be subject to the Lock-Up Agreement which will effect the other
Cryobanks  shareholders.

Settlement  and  Patent  License  Agreement
--------------------------------------------

     Cryobanks entered into a Settlement and Patent License Agreement as of June
25,  2004  with  Pharmastem Therapeutics, Inc. ("Pharmastem"), pursuant to which
Cryobanks  settled  claims  by  Pharmastem against Cryobanks and other companies
engaged  in  the  stem cell banking industry that Cryobanks and others infringed
various  of  its  patents.

     As  part  of  the Settlement Agreement, Pharmastem granted a non-exclusive,
non-transferable  license  to  Cryobanks, to use its patents for the collection,
cryopreservation  and  processing  of  cord blood and stem cells, subject to the
provisions in the Settlement Agreement. Under the Settlement Agreement Cryobanks
is  required to make a payment to Pharmastem, $25,000 of which has been paid and
the  balance  is  evidenced  by  a Promissory Note which Note becomes due on the
effectiveness  of  the  Merger.  The  Note  can be offset through the payment of
collection  fees  payable by Cryobanks to Pharmastem, by increased royalties for
certain  usages.  The  Settlement  Agreement  also  provides  that  Cryobanks is
required  to  pay Pharmastem five percent (5%) of any proceeds received from the
sale  of  any  stock  to an outside investor, which would be applied towards the
payment  of  the  $275,000  balance  of  the  Note.

     The  Settlement  Agreement  also  provided  that  Cryobanks  would  grant
Pharmastem  a  fifteen  percent  (15%)  undivided  ownership interest in certain
specimens  collected  and  cryopreserved.  Pharmastem  is  entitled  under  the
Settlement  Agreement  to evidence its fifteen percent (15%) undivided ownership
interest  in  the  specimens  through  a  UCC-1  Financing  Statement.

     The Agreement provides that the standard royalty schedule for family use is
as  follows:  a  one  time  fee  of  the greater of fifteen percent (15%) of the
initial processing charge imposed upon customers for family use or $225 for each
specimen  collected;  fifteen  percent  (15%) of all storage revenues for family
use,  with  a  minimum  cash  fee  of  $25  for  each specimen stored subject to
modification.  Also  under  the  Agreement,  Pharmastem  is  entitled to fifteen
percent  (15%)  of  revenues  generated  from  any  product  created for service
performed  involving  expanded  stem  cells  or  modified  stem  cells,  as  an
alternative  to  the  fifteen  15%  formula.

                                      -21-
<PAGE>

     The  Agreement  provided  that  a transfer of the rights and obligations of
Cryobanks  in  connection with any Merger may require the consent of Pharmastem.
The  Agreement  terminates  upon  the expiration of the Pharmastem patents which
Cryobanks believes will be in two years or on the adjudication of the invalidity
of  the  Pharmastem  patents.

                       Commercial License Agreement/India
                     -------------------------------------

     Cryobanks  entered  into  a Commercial License Agreement effective the 29th
day  of  September  25,  2005 with Cryobanks International India Private Limited
("Licensee" or "Cryobanks India"), an independent unrelated company. Pursuant to
the License Agreement the other party uses the name "Cryobanks" in its corporate
name.  Under  the License Agreement, Cryobanks granted the Licensee an exclusive
license  to  the  country  of  India to utilize its technology and copyrights in
consideration  of  an  initial  licensing fee of which half has been received to
date  and  a  royalty  of  a percentage of gross revenues. Pursuant to a related
Laboratory  Management  Services  Agreement,  Cryobanks India agreed to open six
additional  cord  blood  processing facilities beyond the initial facility for a
total  of 7 and agreed to pay a fee to Cryobanks upon the opening of one of more
of  such additional facilities beyond the first one. This Agreement also granted
Cryobanks  an  equity  position in any organization formed by Cryobanks India to
manage  one or more of such facilities and a commission for providing laboratory
management  services  of  a  percentage  of  all  sales  from  such  facilities.

License  Agreement  for  Greece
--------------------------------

     Effective  January 10, 2005, Cryobanks granted an exclusive license to IASO
Services  S.A.  for  the  collection  of  cord  blood for family use and for the
processing  of  stem  cell and the collection processing and cryopreservation of
cord  blood  and  stem  cells in Greece. IASO is required to pay Cryobanks a one
time  payment  and  an  ongoing  royalty  of  a  percentage  of gross sales. The
Agreement  also  grants  Cryobanks  the  right to purchase a non-dilutive equity
ownership  in  IASO, in the event that IASO offers such shares to third parties.
The  license  grants IASO Services the right to expand the territory from Greece
to  the  Czech  Republic,  Slovakia  and  Turkey.

Saneron  CCEL  Therapeutics,  Inc.  Agreement
----------------------------------------------

     Cryobanks  entered  into an Agreement on January 30, 2004 with Saneron CCEL
Therapeutics,  Inc.  pursuant  to which Cryobanks agreed to provide Saneron with
cord  blood  and  engaged  Saneron  to provide management consulting services to
Cryobanks.  This Agreement has been terminated, however, Cryobanks believes that
Saneron  has  breached  the  confidentiality provisions of the Agreement and has
otherwise  not  lived  up  to  its obligations under the Agreement. Cryobanks is
reviewing  its  rights  and  remedies  with  respect  to  Saneron.

Cord  Blood  Collection  Agreements
------------------------------------

     Cryobanks  has entered into cord blood collection agreements with Physician
Associates  of Florida, the Orlando Regional Health Care System, the Long Island
College  Hospital, the Fetal Diagnostic Center, the Regents of the University of
California  and  with the University of Illinois, College of Medicine at Peoria,
pursuant  to which these organizations agreed to provide cord blood to Cryobanks
in  return  for payments ranging from $60 to $43 per acceptable cord blood unit.
These  agreements are terminable by either party on 30 days written notice or at
will.

National  Marrow  Donor  Program
---------------------------------

     Effective  October  1,  2005,  Cryobanks entered into an Agreement with the
National  Marrow  Donor  Program  ("NMDP")  pursuant  to  which  Cryobanks  is
participating  as an NMDP cord blood bank to facilitate stem cell transplants to
patients, to evaluate the safety and efficacy of those transplants in accordance
of  NMDP's  Investigational  New  Drug Application. According to this Agreement,
NMDP  will reimburse Cryobanks in accordance with Federal Regulations. Under the
Agreement,  Cryobanks  is  responsible  for  donor  recruitment, cord blood unit
banking,  cord blood unit registration, and cord blood shipping, as set forth in
the  Agreement.  The Agreement provides that each party grants the other party a
non-exclusive, non-transferable, revocable and fully paid license to use certain
data  and information generated under the Agreement. The Agreement provides that
title  of  inventions  conceived  or  reduced  to  practice by NMDP shall be the
property  of  NMDP  and  title to inventions conceived or reduced to practice by
Cryobanks  shall  be  the property of Cryobanks subject to the provisions of the
Agreement.  The  Agreement  is  terminable by either party on sixty days notice.

                                      -22-
<PAGE>

Equipment  Lease
-----------------

     Effective  July  15,  2002,  Cryobanks  entered  into  an  Equipment  Lease
Agreement  with  Kazi  Management  VI  pursuant  to which Kazi Management ('KM")
leased  certain  laboratory  equipment  for  a  period of 89 months at a rent of
$1,600  per  month.  Cryobanks  intends to apply approximately $146,000 from the
proceeds  of  the  private  placement  offering  to  pay  off the balance of the
equipment  lease  obligation.

Lease
------

     Cryobanks  signed  a Second Amendment to Lease Agreement July 25, 2005 with
Lasbury  Family  Limited,  an  unrelated  Lessor  for  an extended six year term
covering  its  facilities  in  the  building  at  Alta  Monte  Springs, Florida,
consisting  of  6,120  square  feet,  at monthly rent ranging from $5,865 in the
first  year  to  $7,140  in the sixth year, plus its pro rata share of operating
expenses.

London  Finance  Group,  Ltd.
------------------------------

     Pursuant to a term sheet dated November 1, 2005, London Finance Group, Ltd.
("LFG") agreed, if requested by Cryobanks, to use its best efforts to assist the
post-merger  company  in  the  completion of an additional financing of at least
$5,000,000,  based on the then existing market capitalization of the post-merger
company.  LFG  also  agreed  to  assist  as  a  financial advisor in identifying
investment  banking,  venture  capital  and  other  financial  firms  that  the
post-merger  company  may  consider  retaining.  LFG  is a warrant holder in the
Company,  and  has a consulting agreement with the Company, which will remain in
effect  post-merger.

ITEM  2.  DESCRIPTION  OF  PROPERTY

     The Company currently rents approximately 1,530 square feet of office space
at  200 Hannover Park Road, Suite 120, in Atlanta, Georgia, at a current monthly
rental  cost  of  $1,404.00. The Company's current lease began on April 1, 2004,
and  will  expire  on  March 31, 2009. The Company paid rent of $1,350 per month
from  April  1,  2004  to  March  30,  2006. The Company's rent will increase to
$1,460.16  per  month from April 1, 2006 to March 30, 2007, $1,518.57 from April
1,  2007  to  March 30, 2008 and $1,579.31 from April 1, 2008 to March 30, 2009.

ITEM 3. LEGAL PROCEEDINGS

     Allstate  filed  a  lawsuit  in  Fulton County, GA, against the Company, in
December  2004,  alleging  property  damage, which was settled by the Company in
March 2005, for $4,900, to be paid by the Company at the rate of $150 per month.
The  Company  has  been  delinquent  in making the monthly payments to Allstate.

     David  Adams filed a lawsuit against the Company in February 2004, alleging
$28,000  in damages caused to his car as a result of it being stolen from one of
the  lots  that  BH services. The court granted the Company's Motion for Summary
Judgment  in  January  2005,  and  Adams  subsequently filed an appeal which was
dismissed  by  the  court  in  January  2005.

     In  March  2006,  the  Company  received  correspondence from an individual
residing in Arizona regarding the unauthorized faxing of unsolicited facsimiles.

     In  March 2006, the Company received correspondence from the Idaho Attorney
General's office regarding a potential violation of Idaho law in connection with
the  unauthorized  faxing  of  unsolicited  facsimiles.  The letter was sent for
informational  purposes  only,  and  the  Company  was  not  responsible for the
unsolicited  faxing  of such facsimiles; however, the Company does not expect to
receive  any  further  correspondence  from  the Idaho Attorney General's office
regarding  such  faxes.

                                      -23-
<PAGE>

     From  time  to  time,  we  may  become  party  to litigation or other legal
proceedings  that  we  consider  to  be  a  part  of  the ordinary course of our
business.  Other  than  the legal proceedings listed above, which have both been
settled  or  dismissed,  we are not currently involved in legal proceedings that
could  reasonably be expected to have a material adverse effect on our business,
prospects,  financial condition or results of operations. However, we may become
involved  in  material  legal  proceedings  in  the  future.

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

     On November 16, 2005, by a written consent to action without a meeting, the
Company's  Majority  Shareholder  acted  by  written consent to action without a
meeting  to  approve  a  Certificate  of  Amendment to the Company's Articles of
Incorporation  with  the Secretary of State of Nevada, which became effective on
November  18,  2005.  The  Certificate  of  Amendment  effected a name change to
BioStem,  Inc.,  and  effected  a change to the articles regarding the Company's
board  of directors to provide that the number of directors may, pursuant to the
Bylaws,  be  increased  or  decreased  by  the  Board  of Directors at any time,
provided  there  shall be no less than one (1) nor more than nine (9) Directors.

     Notice  of  the  Written  Consent  was  provided to the shareholders of the
Company in an Information Statement mailed to the shareholders of the Company on
or  about  October  27,  2005.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     "Bid"  and  "asked"  offers  for  the common stock are listed on the NASDAQ
OTC-Bulletin  Board  published  by the National Quotation Bureau, Inc. Below are
the  high and low bid prices for the Company's Common Stock for the past two (2)
fiscal  years.  Prior to June 2003, the Company's trading symbol was "WBVW," and
from  June 2003, to January 7, 2005, the Company's trading symbol was "CSCA." On
January  7,  2005,  in  connection  with the Company's name change and change in
business  focus, the Company's securities began trading under the symbol "NPKG."
On  or  about November 18, 2005, in connection with the Company's name change to
BioStem,  Inc.,  the Company's securities began trading under the symbol "BTEM."

     The  following  table  sets  forth  the  high  and  low  bid prices for the
Company's  common  stock  for  the  periods  indicated as reported by the NASDAQ
OTC-Bulletin  Board.  The quotations reflect inter-dealer prices, without retail
mark-up,  mark-down  or  commission  and  may not represent actual transactions.

                                                  BID
                                                PRICES(1)*
                      QUARTER ENDED          HIGH       LOW
                      -------------          ----       ---
                      December 31, 2005(1)   3.40      0.01
                      September 30, 2005     0.66      0.38
                      June 30, 2005          1.00      0.60
                      March 31, 2005(1)      1.25      0.31



                      December 31, 2004      8.00      1.10
                      September 30, 2004    10.00      5.00
                      June 30, 2004         12.00      3.50
                      March 31, 2004        20.00      8.70

* Approximate

(1) The Company affected a 4:1 forward stock split for shareholders of record as
of October 20, 2005, and the bid prices for the quarter ended December 31, 2005,
retroactively  reflect  this  split.  The Company affected a 1 for 4,000 reverse
stock  split effective January 7, 2005 and the bid prices for the quarters ended
December  31,  2004  to  January  31,  2004  retroactively  reflect  this split.
Additionally, the Company affected a 60 for 1 forward stock split effective June
24,  2003.

                                      -24-
<PAGE>

     There  were  31 holders of record of the Company's Common Stock as of April
10,  2006.  The  Company  has never paid a cash dividend on its common stock and
does  not  anticipate  the payment of a cash dividend in the foreseeable future.
The  Company intends to reinvest in its business operations any funds that could
be  used  to  pay  a  cash  dividend. The Company's common stock is considered a
"penny  stock"  as  defined  in  the  Commission's  rules  promulgated under the
Exchange  Act.  In  general,  a  security which is not quoted on NASDAQ or has a
market  price  of  less  than  $5.00 per share where the issuer does not have in
excess  of  $2,000,000  in  net  tangible  assets  (none of which conditions the
Company  meets)  is  considered  a penny stock. The Commission's rules regarding
penny stocks impose additional sales practice requirements on broker-dealers who
sell  such securities to persons other than established customers and accredited
investors (generally persons with net worth in excess of $1,000,000 or an annual
income  exceeding  $200,000  or  $300,000  jointly  with  their  spouse).  For
transactions  covered  by  the  rules,  the  broker-dealer  must  make a special
suitability  determination for the purchaser and receive the purchaser's written
agreement  to  the  transaction  prior  to  the sale. Thus, the Rules affect the
ability of broker-dealers to sell the Company's shares should they wish to do so
because  of  the  adverse  effect  that  the  Rules have upon liquidity of penny
stocks.  Unless  the transaction is exempt under the Rules, under the Securities
Enforcement  Remedies  and  Penny  Stock  Reform  Act  of  1990,  broker-dealers
effecting  customer  transactions  in penny stocks are required to provide their
customers  with  (i)  a risk disclosure document; (ii) disclosure of current bid
and  ask  quotations  if  any;  (iii)  disclosure  of  the  compensation  of the
broker-dealer  and  its  sales  personnel  in  the transaction; and (iv) monthly
account  statements  showing  the  market  value of each penny stock held in the
customer's  account.  As  a result of the penny stock rules the market liquidity
for  the Company's securities may be severely adversely affected by limiting the
ability  of  broker-dealers  to sell the Company's securities and the ability of
purchasers  of  the  securities  to  resell  them.

RECENT SALES OF UNREGISTERED SECURITIES

The Company issued the following unregistered securities during the fourth
quarter of the year ended December 31, 2005:

     o    10,000  restricted  shares  of  common  stock  to  an  attorney  on
          October  10, 2005, in consideration for legal services rendered to the
          Company;

     o    8,000 restricted  shares  of  common  stock  to an attorney on October
          12,  2005,  in  consideration for $1,000 of legal services rendered to
          the  Company;  and

     o    An aggregate  of  1,500,000  shares  of  the  Company's  restricted
          common  stock  on  November  11,  2005,  in  connection  with  the FSI
          Consulting  Agreement (described above), 500,000 shares to Rahul Alim,
          500,000  shares  to  the  Alimchandani  Family  and  500,000 shares to
          Natasha  Alimchandani.

     We claim an exemption from registration afforded by Section 4(2) of the Act
since  the foregoing issuances did not involve a public offering, the recipients
took  the  shares for investment and not resale and we took appropriate measures
to  restrict  transfer. No underwriters or agents were involved in the foregoing
issuances  and  no  underwriting  discounts  or  commissions  were  paid  by us.


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

     This  report  contains  forward  looking  statements  within the meaning of
Section  27a  of  the  Securities  Act of 1933 and Section 21e of the Securities
Exchange  Act  of  1934. These forward looking statements are subject to certain
risks  and  uncertainties  that  could cause actual results to differ materially
from  historical results or anticipated results, including those set forth under
"Risk  Factors"  in  this  Management's  Discussion  and  Analysis  of Financial
Condition and Results of Operations" and elsewhere in this report. The following
discussion  and  analysis should be read in conjunction with "Selected Financial
Data"  and  the  Company's  financial  statements  and  notes  thereto  included
elsewhere  in  this  report.

                                      -25-
<PAGE>

OVERVIEW

     If  the  Company  is  unable  to  close  the  Merger (described above), the
Company's  goal  will  be to grow its operations by acquiring additional booting
and/or  parking  companies  in the Atlanta, Georgia area and possibly throughout
the  South  East,  which  may  include the acquisition of valet parking, parking
management,  parking  control,  or  parking  equipment  companies,  or  possibly
purchasing existing parking lots or lots which the Company can make into parking
lots.  The  amount  of  money the Company will require for these acquisitions is
dependent  on  what acquisitions the Company may choose to make, but is expected
to  be  substantial.  As of the date of this filing, the Company has no definite
plans  for  future  acquisitions,  or  financing in place to complete any future
acquisitions,  if  any.

COMPARISON OF OPERATING RESULTS

FISCAL YEAR ENDED DECEMBER 31, 2005 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
2004


Comparison of Operating Results

Fiscal  Year  Ended December 31, 2005 Compared To Fiscal Year Ended December 31,
2004

     We  had  $1,085,057  of  net  sales  for  the year ended December 31, 2005,
compared  to  $317,595  of  net  sales  for the year ended December 31, 2004, an
increase  of  $767,462  or 242% from the prior period. The increase in sales was
due  to  increased revenue due in connection with the acquisition of Pro-Systems
and  related  contracts  which  were  gained  in the acquisition, as well as new
business  contracts  gained throughout 2005. Additionally, a large factor in our
substantial  increase  in  revenue  from  the  prior period was due to the added
operations  of  ABS  and  BH during the year ended December 31, 2005, which were
acquired  in  the  last  quarter  of  2004.

     We  had  total costs and expenses of $2,025,059 for the year ended December
31,  2005,  compared to total costs and expenses for the year ended December 31,
2004  of  $340,424, an increase of $1,684,635 or 495% from the prior period. The
increase  in  total costs and expenses was mainly caused by a $694,825 or 5,610%
increase  in  professional  and  consulting fees, to $707,210 for the year ended
December  31,  2005,  compared  to $12,385 for the year ended December 31, 2004,
which increase was due to the issuance of stock based compensation, representing
the issuance of 12,000,000 shares of common stock to London Finance Group, Ltd.,
in  connection  with  the  Consulting Agreement, as amended, described above, as
well  as  the  issuance  of  an  aggregate  of 18,000 shares of common stock for
services  to  certain  of our attorney's and 1,500,000 shares of common stock to
various  other  consultants  during  the  year  ended December 31, 2005; certain
amounts  paid  to  our  attorneys  and  auditors  in  connection with our public
reporting  requirements; and $240,000 of accrued consulting fees owed to London,
which we have agreed to pay $20,000 per month under the Consulting Agreement, as
amended;  a  $496,770  or 619% increase in compensation and benefits to $576,986
for  the  year  ended  December 31, 2005, compared to $80,216 for the year ended
December  31,  2004,  which increase was mainly due to the addition of three (3)
full time employees in our Atlanta office, and the related increases in salaries
and  payroll  tax liability, as well as increases in contract labor expenses due
to  an  increased  number  of  valet  parking  attendants in connection with our
increased  operations;  a  $162,044  or  1,365%  increase  in  depreciation  and
amortization  to  $173,915  for  the  year  ended December 31, 2005, compared to
$11,871  for  the  year  ended December 31, 2004, which included depreciation of
assets  received  in the ABS and BH acquisitions, as well as amortization of the
covenants  not  to  compete  in  connection  with the ABS and BH acquisitions; a
$109,768  or  223%  increase in lot lease expense to $158,994 for the year ended
December  31,  2005,  compared  to $49,226 for the year ended December 31, 2005,
which  amount included fees paid by the Company to certain parking lot owners in
consideration for those parking lot owners allowing the Company to service their
lots and retain the valet parking fees received; and a $180,058 or 108% increase
in  other  operating  expenses to $346,909 for the year ended December 31, 2005,
compared  to  $166,851  for  the  year  ended  December  31,  2004.

     Also  attributing  to  the  increase  in  total  costs  and expenses was an
increase  of  $38,918 or 817% in interest expense, to $43,684 for the year ended
December  31, 2005, compared to $4,766 for the year ended December 31, 2004; and
an  increase  in  rent expense of $2,252 or 14.9%, to $17,361 for the year ended
December  31,  2005,  compared  to $15,109 for the year ended December 31, 2004.
                                      -26-
<PAGE>

     We  had  a  net  loss  of  $940,002  for  the year ended December 31, 2005,
compared  to  a  net  loss  of  $22,829 for the year ended December 31, 2004, an
increase  in  net loss of $917,173 or 4,018% from the prior period. The increase
in net loss was attributable to the 495% increase in costs and expenses from the
prior  period,  which  was  not  sufficiently offset by the 242% increase in net
sales.

 Liquidity and Capital Resources

     We  had  total  assets  of $445,081 as of December 31, 2005, which included
total  current  assets  of $89,117, equipment net of accumulated depreciation of
$39,351,  and  intangible  assets  of  $316,613.

     Total  current  assets  included  $20,706  of  accounts receivable, up from
$4,556  of  accounts  receivable  as  of  December  31, 2004; $67,500 of prepaid
consulting  fees,  up  from  $-0-  of prepaid consulting fees as of December 31,
2004,  which consisted of 1,500,000 shares of common stock issued to consultants
in November 2005, in consideration for consulting services to be rendered, which
amount  is being amortized over the life of the consulting contract; and advance
receivable  related  party  of  $911,  compared to $-0- as of December 31, 2004,
which  represented an amount owed to the Company by its Chief Executive Officer,
Marc  Ebersole.  We had $-0- in cash as of December 31, 2005, compared to $4,554
of  cash  as  of  December  31,  2004.

     Equipment,  as  of  December  31,  2005,  included  automobile  of $15,000,
relating  to  our company van, booting equipment of $25,000, and valet equipment
of  $10,000  (net  of accumulated depreciation of $10,469) of $39,351, which was
purchased  from Pro-Systems, and which included signs, key storage equipment and
various  other  valet  parking  equipment.

     Intangible  assets  of $316,613, consisted of our covenants not to compete,
with  the  former  owners  of  Blue  Sky  and  J&K,  as  described  above  under
"Description  of  Business,"  net  of  amortization  of  $163,913.

     We  had  negative  working  capital  of  $809,086  as of December 31, 2005.

     We  had  total  liabilities  of  $1,018,770  as of December 31, 2005, which
included  total  current  liabilities  of  $898,203  and  long-term debt, net of
current  portion  of $120,567, which included $8,832 owed on an installment loan
for  equipment assumed in the ABS and BH acquisition transaction described above
under  "Description of Business," which is payable at the rate of $464 per month
and  bears  interest  at  6%  per  annum,  $63,889  of  note payable to a former
shareholder  in  connection  with  the ABS and BH acquisition transaction, which
amount  is  non-interest bearing and is payable at the rate of $2,778 per month,
and  $86,750  owed  pursuant  to  our  Junior Debentures, which are non-interest
bearing,  convertible  into the Company's common stock (as described above under
"Junior  Debentures"),  and  are  due  January 31, 2010, less current portion of
long-term  debt  payable  of  $38,904.

     Current liabilities on December 31, 2005 included $5,356 of bank overdraft;
$27,581  of  accounts payable, up from accounts payable of $3,485 as of December
31,  2004;  $4,693 of notes payable to an individual consisting of loans made to
the  Company by non-affiliated parties; $458,904 of current portion of long-term
debt  relating  to  our  outstanding  Note  with  Hyde (as described above); and
$401,669  of  accrued  expenses,  which was mainly due to $240,000 of consulting
fees  owing to London, and $46,118 of interest due on the Hyde Senior Debenture,
as  well  as  certain  amounts owed to our attorney's and auditors in connection
with services rendered and amounts owed in connection with payroll taxes payable
for  J&K.

     We  had $36,949 of net cash flows used in operating activities for the year
ended  December  31,  2005,  which  included $940,002 of net loss and $17,061 of
accounts  receivable,  offset  by  $173,915  of  depreciation  and amortization,
$302,700  of  stock  and  warrants  issued  for  services,  $396,903  of accrued
expenses,  $22,500  of  amortization  of prepaid consulting fees, and $24,096 of
accounts  payable.
                                      -27-
<PAGE>

     We  had  $10,000  of  cash  flows used in investing activities for the year
ended December 31, 2005, which consisted of $10,000 of purchase of fixed assets,
due  solely to our purchase of assets of Pro-Systems Parking Management, Inc., a
Georgia  corporation  specializing  in valet parking services ("Pro-Systems") in
March  2005.

     We  had  $37,039 of net cash flows provided by financing activities for the
year  ended  December  31,  2005,  which  included $135,000 of proceeds from our
Senior  Debenture  with  Hyde, offset by $30,000 of payments on notes payable to
related parties paid to our Chief Executive Officer, Marc Ebersole in connection
with  a  $30,000 outstanding note, which was repaid to Mr. Ebersole during 2005,
$61,954  of  payments  on  debt,  consisting of payments made on our outstanding
promissory  note with Scott Pringle, in connection with the purchase of J&K, and
to  the previous owner of the assets of Blue Sky in connection with ABS, as well
as amounts paid on our automobile loan and a $6,007 loan from an individual, who
was  not  affiliated  with  the  Company.

     Due  to  the $1,044,680 of accumulated deficit, negative working capital of
$809,086  and  bank over draft of $5,356 as of December 31, 2005, as well as the
$470,000  which  we  currently  owe  under the Hyde note and amounts owed to the
Junior  Debenture  holders,  we  will require a substantial amount of additional
funding  to  continue  to  meet  our ongoing commitments throughout fiscal 2006.
Meeting  these  commitments  may  be  easier  or  harder, assuming the Merger is
finalized  with  Cryobanks, of which there can be no assurance. The Company does
not  have any commitments or identified sources of additional capital from third
parties  or  from  its officers, directors or majority shareholders. There is no
assurance  that additional financing will be available on favorable terms, if at
all.  If the Company is unable to raise such additional financing, it would have
a materially adverse effect upon the Company's ability to implement its business
plan  and  may  cause the Company to curtail, scale back, or abandon its current
operations  and/or  its  stem  cell  operations  if  the  Merger  closes.


                 RISK FACTORS RELATING TO PARKING SERVICES OPERATIONS
                 ----------------------------------------------------

NEED  FOR  ADDITIONAL  FINANCING.

     The  Company  requires approximately $40,000 of additional financing to pay
amounts owed in legal and accounting fees, which amounts the Company believes it
will  be  able  to  pay from future sales revenue and future advances from Hyde,
assuming  the  Company has approximately the same number of clients and receives
approximately the same amount of income from its services, of which there can be
no assurance. Additionally, the Company owes $470,000 to Hyde in connection with
its  Senior Debenture (as described below), $240,000 of consulting fees owing to
London,  in  connection  with  the  Consulting  Agreement and Amended Consulting
Agreement,  described  above,  and  $46,118  of  interest  on  the  Hyde  Senior
Debenture, also described above, and had overdrawn its bank account by $5,356 as
of December 31, 2005, which the Company currently does not have sufficient funds
to repay. Additionally, the Company's current goal is to acquire or merge with a
company  in the stem cell business. The amount of money the Company will require
for  this  acquisition  or merger is dependent on what acquisition or merger the
Company may choose to make. While the amount of additional financing the Company
will  require is currently unknown, the Company anticipates that it will require
a  substantial

                                      -28-
<PAGE>

amount  of  additional  financing.  Currently,  the  Company  does  not have any
commitments  or  identified  sources  of  capital from third parties or from the
Company's  officers,  directors  or majority shareholders. There is no assurance
that  additional  financing  will be available on favorable terms, if at all. If
the  Company  is  unable  to raise such financing, it may not be able to pay its
continuing  obligations,  including  its  Senior  Debenture  with  Hyde,  and/or
complete  any  acquisitions  or mergers, and may be forced to curtail or abandon
its  business  plan.

WE HAVE OUTSTANDING LIABILITIES WHICH WE DO NOT CURRENTLY HAVE FINANCIAL
RESOURCES TO PAY.

     The  Company  currently owes $470,000 to Hyde in connection with the Senior
Debenture  described  above. The Senior Debenture is due and payable on June 30,
2006.  As of December 31, 2005, the Company had $-0- in cash, had overdrawn its
bank  account  by  $5,356 and had no commitments from any officers, directors or
third  parties  to provide any financing to the Company. If the Company does not
have  the  $470,000 to repay the Senior Debenture on June 30, 2006, Hyde will be
able  to  convert the Senior Debenture into shares of the Company's Common Stock
at  the  lesser of 30% of the average of the three lowest closing prices for the
twenty  (20)  trading  days  proceeding  the date of conversion or $0.10. If the
Company  is unable to extend or pay the Senior Debenture, Hyde could convert the
Senior  Debenture into shares of the Company's Common Stock and take substantial
control  of  the Company. If this were to happen, the Company could be forced to
abandon or curtail its operations and any investment in the Company could become
worthless.

WE  ARE  CURRENTLY IN NEGOTIATIONS TO ACQUIRE AND/OR MERGE WITH A COMPANY IN THE
STEM  CELL  INDUSTRY,  WHICH  WILL LIKELY CAUSE US TO CHANGE OUR BUSINESS FOCUS,
DISCONTINUE  OUR  CURRENT  OPERATIONS,  RESULT  IN  DILUTION  TO  OUR  CURRENT
SHAREHOLDERS  AND  WILL LIKELY CAUSE THE COMPOSITION OF THE COMPANY'S MANAGEMENT
AND BOARD OF DIRECTORS TO CHANGE.

     The Company has entered into a Merger Agreement with Cryobanks, a stem cell
company.  The  Company  has entered into agreements with a consultant, Financial
Systems  International  (as  described  above),  which  is to provide consulting
services  to the Company in connection with such Merger. The Company can make no
assurances  that the Company will be able to acquire and/or merge with Cryobanks
and/or  that  it  will  have  sufficient funds to support its current operations
until  such  acquisition  and/or  merger  is complete, if ever. Additionally, in
connection  with  London's  Consulting  Agreement,  described above, London will
receive  10%  of  any  compensation  paid  to the Company in connection with any
merger, acquisition or exchange entered into, including the Merger Agreement. In
the event the Company does close the Merger, the Company's majority shareholders
will  change and new shares of common stock will be issued resulting in dilution
to  current  shareholders. Additionally, the Company's new majority shareholders
will  change the composition of the Company's Board of Directors and replace the
Company's  management.  The  new  management  will change the Company's business
focus  to  the  stem  cell  field  and  currently plan to spin-off the Company's
current  operations  to  a separate private company, not affiliated with us. The
Company can make no assurances that the Company's new management will be able to
properly  manage  the  direction  of  the  Company  or  that  this change in the
Company's  business  focus  will  be  successful.  If the Company does close the
Merger, and the Company's new management fails to properly manage and direct the
Company,  the  Company  may  be  forced to scale back or abandon its operations,
which will cause the value of the Company's Common Stock to decline. The Company
will  continue with its current business in the event a merger or acquisition is
not  completed.

                                      -29-
<PAGE>

WE HAVE SIGNIFICANT DEBTS FOR WHICH WE HAVE PAYMENT OBLIGATIONS WE MAY NOT MEET.

     We had total liabilities of $1,018,770 at December 31, 2005. We had current
assets  of $89,117 at December 31, 2005. Based on our financial condition, there
are  substantial  risks that we will not meet our payment obligations. If any of
our  creditors were to seek repayment of amounts outstanding, the Company may be
forced to curtail or abandon its business and an investment in our Company could
become  worthless.

WE DEPEND HEAVILY ON MARC EBERSOLE, THE COMPANY'S CHIEF EXECUTIVE OFFICER.

     The  success  of  the Company depends heavily upon the personal efforts and
abilities  of Marc Ebersole, the Company's Chief Executive Officer and Director.
The  Company  has  entered  into  a  Five (5) year employment agreement with Mr.
Ebersole.  However,  the  Company  currently  has  no  key man insurance or life
insurance  policies  on  Mr.  Ebersole.  The  loss  of Mr. Ebersole could have a
material  adverse effect on our business, results of operations and/or financial
condition.  In  addition,  the  absence  of Mr. Ebersole will force us to seek a
replacement who may have less experience or who may not understand our business,
or  we  may  not be able to find a suitable replacement. If this were to happen,
the Company may be forced to curtail or abandon its business plan.

GROWTH WILL PLACE SIGNIFICANT STRAINS ON OUR MANAGERIAL, ADMINISTRATIVE AND
OTHER RESOURCES.

     Any  growth that we experience is expected to place a significant strain on
our  managerial and administrative resources. Marc Ebersole is our only officer.
We  have limited employees who perform administrative functions. Further, if our
business  grows,  we  will  be  required  to  manage multiple relationships with
various  clients  and  third parties and numerous valet parking personnel. These
requirements will be exacerbated in the event of further growth. There can be no
assurance  that  our other resources such as our systems, procedures or controls

will  be  adequate  to support our growing operations or that we will be able to
achieve  the  rapid  execution  necessary to successfully offer our services and
implement  our  business  plan.  Assuming  that  our  business grows, our future
success  will   depend  on   our   ability  to  add  additional  management  and
administrative  personnel  to  help  compliment our current employees as well as
other  resources.   If   we  are  unable   to  add  additional   managerial  and
administrative  resources,  it  may prevent us from continuing our business plan
and could have an adverse effect on the value of our securities.

                                      -30-
<PAGE>

MARC EBERSOLE CAN VOTE APPROXIMATELY 69.6% OF OUR COMMON STOCK AND CAN EXERCISE
CONTROL OVER CORPORATE DECISIONS INCLUDING THE APPOINTMENT OF NEW DIRECTORS.

     Marc  Ebersole,  our  Chief  Executive  Officer,  can  vote an aggregate of
122,000,000  shares  or  approximately  69.6%  of  our outstanding common stock.
Accordingly,  Mr.  Ebersole  will exercise control in determining the outcome of
all  corporate  transactions  and  other  matters,  including  the  election  of
directors,  mergers, consolidations, the sale of all or substantially all of our
assets,  and  also  the  power  to  prevent  or  cause  a change in control. Any
investors  who  purchase  shares of the Company's common stock, will be minority
shareholders  and  as  such  will  have little to no say in the direction of the
Company and the election of Directors. Additionally, it will be difficult if not
impossible  for  investors  to remove Mr. Ebersole as a Director of the Company,
which  will  mean  he  will  remain  in control of who serves as officers of the
Company,  as  well  as  whether  any  changes are made in the Company's Board of
Directors.  As a potential investor in the Company, you should keep in mind that
even  if  you  own shares of the Company's Common Stock and wish to vote them at
annual  or  special  shareholder  meetings,  your shares will likely have little
effect on the outcome of corporate decisions.

DILUTION  TO  CURRENT  SHAREHOLDERS.

     In  the  event  the Agreement and Plan of Merger is successfully completed,
this  will result in dilution to the Company's shareholders as new stock will be
issued  in  connection with both the Agreement and Plan of Merger as well as the
private  placement.  Such  dilution may result in a decrease in our share price.

THE COMPANY FACES POTENTIAL LIABILITY FOR THE DEBTS OF ITS FORMER WHOLLY-OWNED
SUBSIDIARY.

     The  Company's  former Chief Executive Officer, Wayne Daley, represented to
the  Company's  former  auditor  that $200,000 in notes payable of the Company's
former  wholly-owned subsidiary ("Notes") belonged to him, and that he therefore
was  able to release the Company from the obligations of the Notes in connection
with  a  General  Release  and  Settlement  Agreement  he  entered into with the
Company. The Company has received an executed release for liability for $100,000
of  such  notes.  The Company has been unable to determine whether the remaining
$100,000  in  notes  was validly assigned; however, as the remaining note was an
obligation  of  the  Company's  former  wholly-owned  subsidiary, the Company is
taking the position that it has no liability in connection with that note. There
is  a possibility that creditors of the Company's former wholly-owned subsidiary
could  make  claims  against  the  Company  alleging various successor liability
theories.  While  the  Company believes that such claims would have no merit, it
cannot  assure that such claims will not be successful. If the Company is forced
to pay liabilities associated with the Company's former wholly-owned subsidiary,
the  Company  may  be  liable  for  the  $100,000  note,  any accrued and unpaid
interest,  as well as any other liabilities associated with the Company's former
wholly-owned  subsidiary  which  are unknown to the Company at this time. If the
Company is forced to defend or pay for liabilities associated with the Company's
former wholly-owned subsidiary, it could have a materially adverse effect on the
Company's results of operations and financial condition.

THE ISSUANCE AND SALE OF COMMON STOCK UNDERLYING THE JUNIOR DEBENTURES MAY
DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.

     As  April  10, 2006, we had 175,218,044 shares of common stock outstanding.
The Preferred Stock Sellers may convert their Junior Debentures into 347,000,000
shares of our common stock at a conversion price of $0.00025 per share, of which
no  shares  have  been  issued  as  of  the date of this report. Even though the
Preferred  Stock  Sellers  cannot  own more than 4.99% of our outstanding common
stock  at  any one time, they can continuously convert their debt and sell their
sales over a period of time and stay below the 4.99% maximum ownership limit. As
sequential  conversions  and sales take place, the price of our common stock may
decline  and  other shareholders in the Company may have their shares diluted by
the  conversions  of  the  Preferred  Stock  Sellers.

                                      -31-
<PAGE>

THE COMPANY FACES COMPETITION FOR ITS SERVICES.

     The  Company  faces intense competition for both its valet parking services
and  its  vehicle  immobilization  services.  These  competitors  include larger
companies  which  compete with the Company in both the valet parking and vehicle
immobilization  industries,  those  companies  may  have  financial  resources,
equipment,  and expertise in the valet parking and vehicle immobilization fields
which  is  greater than the Company's. As a result, the Company may be unable to
compete  with these larger companies and may be forced to abandon or curtail its
business  plan.

ABS CURRENTLY RELIES ON APPROXIMATELY THREE MAJOR CUSTOMERS FOR ITS REVENUE.

     All  of  ABS's  revenue  currently  comes  from  approximately  three major
clients.  While  the Company hopes to diversify ABS's client base in the future,
if  ABS  were  to lose its customers and fail to find additional clients for its
booting  services,  it would have an adverse effect on the Company's operations.
If  this  were  to happen, the Company could be forced to abandon or curtail its
vehicle  immobilization operations, which would likely decrease the value of the
Company's  securities.

OUR AUDITORS HAVE EXPRESSED AN OPINION THAT THERE IS SUBSTANTIAL DOUBT ABOUT OUR
ABILITY TO CONTINUE AS A GOING CONCERN.

     Our  auditors  have  expressed  an  opinion that there is substantial doubt
about  our  ability to continue as a going concern primarily because we incurred
net  losses  of  $940,002  for the year ended December 31, 2005, $22,829 for the
year  ended  December  31,  2004,  and  because we had an accumulated deficit of
$1,044,680 at December 31, 2005. The accompanying financial statements have been
prepared  assuming  that  the  Company  will  continue  as  a going concern. The
financial  statements  do not include any adjustments that might result from our
inability  to  continue  as  a  going concern. If we are unable to continue as a
going  concern,  you  will  lose  your  entire  investment.

IF WE ARE LATE TWO MORE TIMES IN FILING OUR QUARTERLY OR ANNUAL REPORTS WITH THE
SEC IN THE NEXT TWENTY-FOUR (24) MONTHS, WE WILL BE DE-LISTED FROM THE OVER-THE
-COUNTER BULLETIN BOARD.

     Pursuant to new Over-The-Counter Bulletin Board ("OTCBB") rules relating to
the timely filing of periodic reports with the SEC, any OTCBB issuer which fails
to  file  a  periodic report (Form 10-QSB's or 10-KSB's) by the due date of such
report  (not withstanding any extension granted to the issuer by the filing of a
Form  12b-25),  three  (3)  times  during  any  twenty-four (24) month period is
automatically  de-listed  from  the  OTCBB.  Such  removed  issuer  would not be
re-eligible  to  be  listed  on the OTCBB for a period of one-year, during which
time  any  subsequent late filing would reset the one-year period of de-listing.
As  we  are  late  in  filing  this  Form 10-KSB, if we are late in our periodic
filings  two  times in the next twenty-four month period and/or late three times
in  any  subsequent twenty-four (24) month period, we will be de-listed from the
OTCBB,  and  as  a  result,  our  securities may become worthless, and we may be
forced  to  curtail  or  abandon  our  business  plan.

                                      -32-
<PAGE>

IF THERE IS A MARKET FOR OUR COMMON STOCK, OUR STOCK PRICE MAY BE VOLATILE.

     If  there  is a market for our common stock, we anticipate that such market
will  be subject to wide fluctuations in response to several factors, including,
but not limited to:

          (1)  actual  or  anticipated  variations  in  our  results  of
               operations;
          (2)  our ability or inability to generate new revenues;
          (3)  the number of shares in our public float;
          (4)  increased competition; and
          (5)  conditions  and  trends  in  the  parking  and  vehicle
               immobilization industries.

     Furthermore,  because  our  Common  Stock  is  traded  on the NASD over the
counter  bulletin  board,  our  stock  price may be impacted by factors that are
unrelated  or  disproportionate  to  our  operating  performance.  These  market
fluctuations, as well as general economic, political and market conditions, such
as  recessions,  interest  rates  or  international  currency  fluctuations  may
adversely  affect  the  market  price  of  our  common  stock.

     Additionally,  at  present,  we have a very limited number of shares in our
public  float, and as a result, there could be extreme fluctuations in the price
of  our  common  stock.  Further,  due to the limited volume of our shares which
trade and our limited public float, we believe that our stock prices (bid, asked
and  closing prices) are entirely arbitrary, are not related to the actual value
of  the Company, and do not reflect the actual value of our common stock (and in
fact  reflect  a  value  that is much higher than the actual value of our Common
Stock). Shareholders and potential investors in our Common Stock should exercise
caution  before  making an investment in the Company, and should not rely on the
publicly  quoted  or  traded stock prices in determining our Common Stock value,
but  should instead determine value of our Common Stock based on the information
contained  in  the  Company's  public  reports,  industry information, and those
business  valuation  methods  commonly  used  to  value  private  companies.

ITEM 7. FINANCIAL STATEMENTS

     The  Financial Statements required by Item 310 of Regulation S-B are stated
in  U.S.  dollars  and  are  prepared in accordance with U.S. Generally Accepted
Accounting  Principles.


                                      -33-
<PAGE>

                                  BIOSTEM, INC.
                    (Formerly National Parking Systems, Inc.)

                          AUDITED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004








<PAGE>

CONTENTS

--------------------------------------------------------------------------------

Report of Independent Registered Public Accounting Firm              Page    F 1

Consolidated Balance Sheets                                                  F 2

Consolidated Statements of Operations                                        F 3

Consolidated Statements of Cash Flows                                        F 4

Consolidated Statements of Stockholders' Deficit                             F 5

Notes to Consolidated Financial Statements                                   F 6

<PAGE>

                              MEYLER & COMPANY, LLC
                          CERTIFIED PUBLIC ACCOUNTANTS
                                  ONE ARIN PARK
                                 1715 HIGHWAY 35
                              MIDDLETOWN, NJ 07748



             Report of Independent Registered Public Accounting Firm


To the Board of Directors
BioStem, Inc.
Atlanta, GA

We  have  audited  the accompanying consolidated balance sheets of BioStem, Inc.
(Formerly  National Parking Systems, Inc.) as of December 31, 2005 and 2004, and
the  related  consolidated  statements of operations, stockholders' deficit, and
cash  flows  for  each  of  the two years in the period ended December 31, 2005.
These  consolidated 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are  free  of  material misstatement. The company is not required to
have,  nor  were  we  engaged  to perform, an audit of its internal control over
financial  reporting.  Our audit included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in  the  circumstances,  but  not  for the purpose of expressing an
opinion  on  the  effectiveness of the company's internal control over financial
reporting.  Accordingly,  we  express  no  such  opinion. An audit also includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements,  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 consolidated financial statements referred to above present
fairly,  in  all  material respects, the financial position of the Company as of
December 31, 2005 and 2004, and the results of its operations and its cash flows
for  each  of the two years in the period ended December 31, 2005, in conformity
with  accounting  principles generally accepted in the United States of America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As discussed in Note A to
the  consolidated  financial  statements, the Company has incurred net losses of
$940,002  in  2005  and  $22,829  in  2004,  has  a  negative working capital of
$809,086,  a  stockholders'  deficit of $573,689 at December 31, 2005, and there
are  existing  uncertain conditions the Company faces relative to its ability to
obtain  capital  and  operate  successfully.  These conditions raise substantial
doubt  about  its  ability  to  continue as a going concern.  Management's plans
regarding  those matters are also described in Note A.  The financial statements
do  not  include  any  adjustments  that  might result from the outcome of these
uncertainties.



                                   /s/ Meyler & Company, LLC



Middletown, NJ
April 12, 2006

                                     F-1
<PAGE>

<TABLE>
<CAPTION>


BIOSTEM, INC.
                    (Formerly National Parking Systems, Inc.)

                           CONSOLIDATED BALANCE SHEETS


                                                               December 31,
                                                          --------------------
                                                            2005        2004
                                                          ---------   --------
<S>                                                         <C>          <C>

CURRENT ASSETS
     Cash                                                             $  4,554
     Accounts receivable                                  $  20,706      4,556
     Prepaid consulting fees                                 67,500
     Advance receivable - related party                         911
                                                          ---------   --------
          Total Current Assets                               89,117      9,110

EQUIPMENT, net of accumulated depreciation                   39,351     39,350

INTANGIBLE ASSETS
     Covenant not to compete, net of amortization
       of  $163,913 and $11,221, in 2005 and 2004,
        respectively                                        316,613    480,529
                                                          ---------   --------
          Total Assets                                    $ 445,081   $528,989
                                                          =========   ========
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Bank overdraft                                       $   5,356
     Accounts payable                                        27,581   $  3,485
     Notes payable to an individual, unsecured                4,693     10,700
     Notes payable to related parties                                   30,000
     Current portion of long-term debt                      458,904    346,827
     Accrued expenses                                       401,669      4,766
                                                          ---------   --------
     Total Current Liabilities                              898,203    395,778
                                                          ---------   --------

LONG-TERM DEBT
     Loans payable, net of current portion                  120,567    159,598
STOCKHOLDERS' DEFICIT
      Preferred stock, par value $0.001 authorized
          10,000,000 shares, none issued and outstanding
     Common stock authorized 300,000,000
     shares; par value $0.001; issued
     and outstanding 175,218,044 and 40,425,011
      shares at December 31, 2005 and 2004, respectively    175,218     40,425
     Paid-in capital                                        295,773     37,866
     Accumulated deficit                                 (1,044,680)   (104,678)
                                                         ----------    --------
          Total Stockholders' Deficit                      (573,689)    (26,387)
                                                         ----------    --------

     Total Liabilities and Stockholders' Deficit         $  445,081    $528,989
                                                         ==========    ========

</TABLE>

                 See accompanying notes to financial statements.

                                     F-2
<PAGE>

<TABLE>
<CAPTION>

                                   BIOSTEM, INC.
                    (Formerly National Parking Systems, Inc.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                         Year Ended December 31,
                                                        -------------------------
                                                            2005          2004
                                                        -----------    ----------
<S>                                                        <C>             <C>
NET SALES                                               $ 1,085,057    $  317,595

COSTS AND EXPENSES
     Compensation and benefits                              576,986        80,216
     Professional and consulting fees                       707,210        12,385
     Depreciation and amortization                          173,915        11,871
     Lot lease expense                                      158,994        49,226
     Interest expense                                        43,684         4,766
     Rent expense                                            17,361        15,109
     Other operating expenses                               346,909       166,851
                                                        -----------    ----------
          Total Costs and Expenses                        2,025,059       340,424

NET LOSS                                                $  (940,002)   $  (22,829)
                                                        ===========    ==========

NET LOSS PER COMMON SHARE
     (BASIC AND DILUTED)
                                                        $     (0.01)   $    (0.01)
                                                        ===========    ==========

WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING                                 173,909,523   173,700,044
                                                        ===========   ===========

</TABLE>

                 See accompanying notes to financial statements.

                                     F-3
<PAGE>

<TABLE>
<CAPTION>


                                  BIOSTEM, INC.
                    (Formerly National Parking Systems, Inc.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                      Year Ended December 31,
                                                                   ----------------------------
                                                                      2005              2004
                                                                   -----------       ----------
<S>                                                                   <C>               <C>


CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                        $  (940,002)      $  (22,829)
   Adjustments to reconcile net loss to cash flows used
    in operating activities:
       Depreciation and amortization                                   173,915           11,871
       Amortization of prepaid consulting fees                          22,500
       Stock and warrants issued for services                          302,700
       Accounts receivable                                             (17,061)           6,074
       Accounts payable                                                 24,096            3,485
       Accrued expenses                                                396,903            4,766
                                                                   -----------       ----------
           Net cash provided by (used in) operating activities         (36,949)           3,367
                                                                   -----------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of fixed assets                                            (10,000)
                                                                   -----------       ----------
           Net cash used in investing activities                       (10,000)
                                                                   -----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Payments on notes payable to related parties                        (30,000)          (9,638)
   Proceeds from senior debenture                                      135,000
   Payments on debt                                                    (61,954)         (13,625)
   Loan from individual                                                 (6,007)          29,000
                                                                   -----------       ----------
           Net cash provided by financing activities                    37,039            5,737
                                                                   -----------       ----------

INCREASE (DECREASE) IN CASH                                             (9,910)           9,104

CASH (OVERDRAFT), BEGINNING OF PERIOD                                    4,554           (4,550)
                                                                   -----------       ----------

CASH (OVERDRAFT), END OF PERIOD                                    $    (5,356)      $    4,554
                                                                   ===========       ==========

SUPPLEMENTAL CASH FLOW
   INFORMATION:
   Issuance of notes/loans for equipment                                             $   40,000
   Issuance of note/loans for covenant-not-to-compete                                   491,750
   Notes payable to related parties                                                     (30,000)
   Notes payable for equipment                                                          (40,000)
   Senior Secured Convertible Note                                                     (275,000)
   Junior Convertible Debenture                                                         (86,750)
   Note payable for non-compete-agreement                                              (100,000)

NON-CASH EXPENDITURES
   Issuance of 1,500,000 shares of common stock
      for prepaid consulting fees                                       90,000
   Issuance of 1,000,000 warrants in connection
      with merger agreement                                             42,900

</TABLE>


                 See accompanying notes to financial statements.

                                     F-4
<PAGE>

<TABLE>
<CAPTION>


                                  BIOSTEM, INC.
                    (Formerly National Parking Systems, Inc.)

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT



                                             Common Stock                Additional                        Total
                                        ----------------------            Paid in       Accumulated     Stockholders'
                                          Shares         Amount           Capital         Deficit         Deficit
                                        -----------------------------------------------------------------------------
<S>                                        <C>             <C>             <C>              <C>              <C>

Issuance of shares to stockholders             1,000      $  1,000                                      $       1,000
Net income for year ended
     December 31, 2002                                                                  $     7,071             7,071
                                         -----------      --------                      -----------     -------------
Balance, December 31, 2002                     1,000         1,000                            7,071             8,071

Reverse merger (Note A)
     Exchange of shares                       (1,000)       (1,000)      $    1,000
Outstanding common stock of
     BioStem, Inc.                       300,000,000       300,000        1,647,611      (1,947,611)
Redemption of shares at merger          (299,924,989)     (299,925)         299,925
Capitalization of prior losses                                           (1,908,186)      1,908,186
Issuance of shares on merger              40,350,000        40,350          (40,350)
Net loss for year ended
     December, 31, 2003                                                                     (49,495)          (49,495)
                                        -----------       --------        ---------     -----------     -------------
Balance, December 31, 2003               40,425,011         40,425                          (81,849)          (41,424)

Additional capital contributed
  by stockholders                                                            37,866                            37,866
Net loss for year ended
  December, 31, 2004                                                                        (22,829)          (22,829)
                                        -----------       --------        ---------     -----------     -------------
Balance, December 31, 2004               40,425,011         40,425           37,866        (104,678)          (26,387)
                                        -----------       --------        ---------     -----------     -------------

Issuance of stock for services            3,004,500          3,005          299,695                           302,700
Four-for-one stock split
     (effective October 20, 2005)       130,288,533        130,288         (130,288)
Issuance of stock for services            1,500,000          1,500           88,500                            90,000
Net loss for year ended
     December, 31, 2005                                                                    (940,002)         (940,002)
                                        -----------       --------        ---------     -----------     -------------

Balance, December 31, 2005              175,218,044       $175,218        $295,773      $(1,044,680)    $    (573,689)
                                        ===========       ========        ========      ===========     =============

</TABLE>

See accompanying notes to financial statements

                                     F-5
<PAGE>

                                  BIOSTEM, INC.
                    (Formerly National Parking Systems, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005



NOTE A -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Nature  of  Business
     --------------------

     BioStem,  Inc.  (formerly  National  Parking  Systems,  Inc.)  (the
     "Company")  presently provides parking and valet services to establishments
     and  booting  services  to  parking  garages  and  lots in Atlanta, Georgia
     through its wholly owned subsidiaries: BH Holding Company, Inc., which owns
     J&K  Parking,  Inc., and ABS Holding Company, Inc. BH Holding Company, Inc.
     and ABS Holding Company, Inc. are Nevada Corporations and J&K Parking, Inc.
     is  a  Georgia  Corporation.  All  of these companies were under the common
     control  of  one  individual  prior  to  the  reverse  merger.

     Reverse  Merger
     ---------------

     On  January  13,  2005,  the  Company  entered  into  a  stock  exchange
     agreement  with  Cascade  Mountain  Mining  Company, Inc. ("Cascade") which
     subsequently  changed  its  name to National Parking Systems, Inc, and then
     BioStem,  Inc. whereby Cascade issued 40,350,000 shares of its common stock
     to  acquire  BioStem,  Inc.  Additionally, Cascade authorized a 1 for 4,000
     reverse  split  of its common stock prior to the merger. In connection with
     the  merger,  BioStem,  Inc.  became  a wholly owned subsidiary of Cascade.
     Prior  to  the  merger,  Cascade  was  a non-operating "shell" corporation.
     Pursuant  to  Securities  and  Exchange  Commission  rules, the merger of a
     private operating company, BioStem, Inc., into a non-operating public shell
     corporation,  with nominal net assets, is considered a capital transaction.
     At  the  time of the merger, the officers and directors of Cascade resigned
     and  were  replaced  with  the  officers and directors of BioStem, Inc. For
     financial  statement  presentation,  the  merger  has been reflected in the
     financial  statements  as  though  it  occurred  on  December 31, 2004. The
     historical  financial  statements  prior  to December 31, 2004 are those of
     BioStem,  Inc.  Since  the  merger is a recapitalization and not a business
     combination,  pro  forma  information  is  not  presented.

     Going  Concern
     --------------

     As  shown  in  the  accompanying  financial  statements,  the  Company  has
     incurred net losses of $940,002 in 2005 and $22,829 in 2004, has a negative
     working  capital  of  $809,086,  and a stockholders' deficit of $573,689 at
     December  31,  2005.  Management's  plans  include  the  raising of capital
     through  the  equity  markets to fund future operations, seeking additional
     acquisitions,  and  the generating of revenue through its business. Failure
     to raise adequate capital and generate adequate sales revenues could result
     in the Company having to curtail or cease operations. Additionally, even if
     the Company does raise sufficient capital to support its operating expenses
     and generate adequate revenues, there can be no assurances that the revenue
     will  be  sufficient  to  enable it to develop business to a level where it
     will  generate  profits and cash flows from operations. These matters raise
     substantial  doubt  about  the  Company's  ability  to  continue as a going
     concern.  However, the accompanying financial statements have been prepared
     on  a going concern basis, which contemplates the realization of assets and
     satisfaction  of  liabilities  in  the  normal  course  of  business. These
     financial  statements  do  not  include  any  adjustments  relating  to the
     recovery  of  the  recorded assets or the classification of the liabilities
     that might be necessary should the Company be unable to continue as a going
     concern.

     Consolidated  Financial  Statements
     ---------------------------------

     The  consolidated  financial  statements  include  the  Company  and  its
     wholly  owned  subsidiaries.  All significant intercompany transactions and
     balances  have  been  eliminated  in  consolidation.

                                     F-6
<PAGE>

                                  BIOSTEM, INC.
                    (Formerly National Parking Systems, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005



NOTE A - 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 reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and reported amounts of revenues and expenses during
     the  reporting  period.  Actual  results could differ from those estimates.

     Cash  Equivalents
     -----------------

     For  purposes  of  reporting  cash  flows,  cash  equivalents  include
     investment  instruments purchased with an original maturity of three months
     or  less.

     Fair  Values  of  Financial  Instruments
     ----------------------------------------

     The  Company  uses  financial  instruments  in  the  normal  course  of
     business.  The  carrying  values  of  cash,  accounts  receivable,  advance
     receivable,  bank  overdraft,  accounts  payable  and  accrued  expenses
     approximate  their  fair  value  due  to the short-term maturities of these
     assets  and  liabilities.  The  carrying  values of notes payable and loans
     payable  approximate  their  fair  value  based upon management's estimates
     using  the  best  available  information.

     Property  and  Equipment  and  Depreciation
     -------------------------------------------

     Property  and  equipment  is  stated  at  cost and is depreciated using the
     straight  line  method  over  the  estimated useful lives of the respective
     assets.  Routine maintenance, repairs and replacement costs are expensed as
     incurred  and  improvements  that  extend the useful life of the assets are
     capitalized.  When property and equipment is sold or otherwise disposed of,
     the  cost  and  related  accumulated  depreciation  are eliminated from the
     accounts  and  any  resulting  gain  or  loss  is recognized in operations.

     Net  Loss  Per  Common  Share
     -------------------------

     The  Company  computes  per  share  amounts in accordance with Statement of
     Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share". SFAS
     No.  128  requires  presentation  of  basic  and  diluted EPS. Basic EPS is
     computed  by dividing the income (loss) available to Common Stockholders by
     the  weighted-average  number  of common shares outstanding for the period.
     Diluted  EPS  is  based  on the weighted-average number of shares of Common
     Stock  and  Common  Stock  equivalents  outstanding  during  the  periods.

     Revenue  Recognition  Policy
     ----------------------------

     Revenue  is  recognized  for  the  valet  and  parking  establishments when
     the  service  is  performed. Cash is collected immediately and deposited in
     the  bank  the  next  day with proper reconciliation and accountability. In
     connection  with  the  booting  services,  revenue  is  recognized when the
     service  is  performed.

                                     F-7
<PAGE>

                                  BIOSTEM, INC.
                    (Formerly National Parking Systems, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005


NOTE  A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Stock-Based  Compensation
     ------------------------

     The  Company  accounts  for  employee  stock  based  compensation and stock
     issued  for  services  using  the  fair  value  method.  In accordance with
     Emerging  Issues  Task Force ("EITF") 96-18, the measurement date of shares
     issued  for services is the date at which the counterparty's performance is
     complete.

     Impairment  of  Long-Lived  Assets
     ----------------------------------

     The  Company  reviews  long-lived  assets  for  impairment  whenever events
     or  changes  in  circumstances indicate the carrying amount of an asset may
     not  be  recoverable.  Recoverability  of  assets  to  be  held and used is
     measured  by  a  comparison  of  the  carrying amount of an asset to future
     undiscounted  net cash flows expected to be generated by the asset. If such
     assets  are  considered  to be impaired, the impairment to be recognized is
     measured  by the amount by which the carrying amount of the assets exceeded
     the  fair  value  of  the  assets.

     Recent  Accounting  Pronouncements
     ----------------------------------

     In  December  2004,  the  FASB  issued  Statement  of  Financial Accounting
     Standards  No. 153 (SFAS 153), "Exchanges of Non-monetary Assets." SFAS 153
     amends  the  guidance  in APB No. 29, "Accounting for Non-monetary Assets."
     APB  No.29 was based on the principle that exchanges of non-monetary assets
     should  be  measured  on  the  fair value of the assets exchanged. SFAS 153
     amends  APB No. 29 to eliminate the exception for non-monetary exchanges of
     similar  productive  assets  and  replaces  it with a general exception for
     exchanges  of  non-monetary assets that do not have commercial substance if
     the future cash flows of the entity are expected to change significantly as
     a  result  of  the exchange. SFAS 151 is effective for financial statements
     issued for fiscal years beginning after June 15, 2005. The adoption of SFAS
     153  is  not  expected to have a material effect on the Company's financial
     position  or  results  of  operations.

     In  December  2004,  the  FASB  revised  Statement  of Financial Accounting
     Standards No. 123 (SFAS 123(R)), "Accounting for Stock-Based Compensation."
     The  SFAS  123(R)  revision  established  standards  for the accounting for
     transactions  in which an entity exchanges its equity instruments for goods
     or  services  and focuses primarily on accounting for transactions in which
     an entity obtains employee services in share-based payment transactions. It
     does  not  change  the  accounting  guidance  for  share-based  payment
     transactions  with  parties  other than employees. For public entities that
     file  as small business issuers, the revisions to SFAS 123(R) are effective
     as  of  the  beginning of the first interim or annual reporting period that
     begins  after  December  15,  2005.  Implementation  of  SFAS 123(R) is not
     expected  to  have a material impact on the Company's financial position or
     results  of  operations.

     In  May  2005,  the  FASB  issued  SFAS  no.  154,  "Accounting Changes and
     Error  Corrections  ("SFAS  No.  154")  which  replaces APB Opinion No. 20,
     "Accounting  Changes"  and  SFAS  No.  3,  "Reporting Accounting Changes in
     Interim  Financial  Statements-An Amendment of ABP Opinion No. 28. SFAS No.
     154  provides  guidance  on  the accounting for and reporting of accounting
     changes  and  error  corrections.  Specifically,  this  statement  requires
     "retrospective  application" of the direct effect for a voluntary change in
     accounting  principle  to  prior  periods'  financial  statements, if it is
     practical  to  do  so.  SFAS  No.  154  also  strictly  defines  the  term
     "restatement" to mean the correction of an error revising previously issued
     financial  statements. SFAS No. 154 is effective for accounting changes and
     corrections  of  errors  made  in

                                     F-8
<PAGE>

                                  BIOSTEM, INC.
                    (Formerly National Parking Systems, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005


NOTE  A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Recent  Accounting  Pronouncements  (Continued)
     -----------------------------------------------

     fiscal  years  beginning  after  December  15,  2005 and are required to be
     adopted  by  the Company in the first quarter of fiscal year 2007. Although
     we  will  continue  to evaluate the application of SFAS No. 154, management
     does  not  currently  believe  adoption  will have a material impact on our
     results  of  operations,  financial  position  or  cash  flows.

NOTE  B  -  EQUIPMENT

     Equipment  at  December  31,  2005  and  2004  is  as  follows:

                                                                       Average
                                                2005      2004       Useful Life
                                              -------   -------     ------------
            Automobile                        $15,000   $15,000           3
            Booting  equipment                 25,000    25,000           10
            Valet  equipment                   10,000                     3
                                              -------   -------
                                               50,000    40,000
            Less:  accumulated  depreciation   10,469       650
                                              -------   -------
                                              $39,351   $39,350
                                              =======   =======

     Depreciation  expense  of  $9,999  and  $650  are  included  within
     Depreciation  and  amortization  expense on the Statement of Operations for
     the  years  ended  December  31,  2005  and  2004,  respectively.

NOTE  C  -  COVENANT-NOT-TO-COMPETE

     On  November  4,  2004  and  prior  to  the  reverse  merger,  Mr.  Marc
     Ebersole,  the  Chief  Executive  Officer of National Parking Systems, Inc.
     formed  two  corporations:  (1)  BH  Holding Company, Inc. (BH) and (2) ABS
     Holding  Company,  Inc.  (ABS).  Each  company  had  500  common  shares
     outstanding.

     On  November  4,  2004,  BH  acquired  J&K Parking, Inc. d/b/a B&H Parking.
     Mr. Ebersole, who owned 50% of B&H Parking, merged his interest in BH for a
     $30,000  promissory  note  for  assets  and  a  three  year covenant not to
     compete. Since the company had no other assets, the value was placed on the
     covenant  not  to  compete.  BH  acquired the other 50% from Mr. Ebersole's
     partner  for $200,000. Of this amount, $175,000 was loaned under the Senior
     Secured  Convertible Debenture and the Company issued an additional $25,000
     promissory  note  to  Mr.  Ebersole's  partner.  No value was placed on the
     customer  lists,  the only other asset since the contracts were not binding
     on  either  party  and  were  considered  month  to  month.

     On  November  4,  2004,  ABS  acquired the assets of Blue Sky Parking, Inc.
     for  $200,000. Blue Sky was primarily in the "Booting Business". A value of
     $25,000 was placed on the booting equipment which was deemed to be the fair
     market  value  at  date of acquisition. A payment of $100,000 was made from
     borrowings  under  the  Senior  Secured Convertible Promissory Note and ABS
     issued  a $100,000 promissory note to the former owners. The purchase price
     of  $200,000  contained  a non-compete agreement. Blue Sky had two informal
     booting  contracts  and  one  was cancelled prior to acquisition. The other
     agreement  was  on  a  month  to  month  basis.

                                     F-9
<PAGE>

                                  BIOSTEM, INC.
                    (Formerly National Parking Systems, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005


NOTE  C  -  COVENANT-NOT-TO-COMPETE  (Continued)

     The  share  exchange  agreement  exchanges  all  of  the outstanding common
     of   BH   and  ABS  for  32,600,000 shares (pre-split) of National  Parking
     Systems', Inc. common stock. The share exchange agreement contained  a non-
     compete agreement. Additionally, the right to receive preferred stock in BH
     and ABS was exchanged  for 7,750,000 shares (pre-split) of National Parking
     Systems', Inc.  common  stock  and  a  Junior  Convertible Debenture in the
     amount  of $86,750.  These share exchange agreements contained  non-compete
     Agreements with  the  owners  of  the  acquired  business.

     The  following  is  a  summary  of the covenants not to compete at December
     31,  2005  and  2004  :

                                                      2005          2004
                                                   ----------    ----------
             Covenants  not  to  compete           $  491,750    $  491,750
             Less:  accumulated  amortization        (175,137)      (11,221)
                                                   ----------    ----------
                                                   $  316,613    $  480,529
                                                   ==========    ==========

     Amortization  expense  of  $163,916  and  $11,221  are  included  within
     Depreciation  and  amortization  expense on the Statement of Operations for
     the  years  ended  December  31,  2005  and  2004,  respectively.

NOTE  D  -  RELATED  PARTY  TRANSACTIONS

     In  connection  with  the  merger,  the  Company  issued  a $30,000 note to
     the  President and Chief Executive Officer, who was also the majority owner
     of  one of the companies acquired, for a non-compete agreement. The note is
     payable  at  the  rate of $900 per month commencing December 1, 2004 with a
     final  balloon  payment  due on November 1, 2005. The note is unsecured and
     bears  interest  at the rate of 18% per annum. During 2005, this amount was
     repaid.  The  President,  at  December 31, 2005, has an outstanding advance
     from  the  Company  of  $911.

     Professional  and  consulting  fees  in  2005  to  Hyde  Investments,  Ltd.
     ("Hyde")  and  London Finance Group, Ltd. ("London") which are under common
     control, amounted to $582,900 and interest of $41,455 was also paid to Hyde
     in  2005.

NOTE  E  -  LONG-TERM  DEBT

<TABLE>
<CAPTION>

                                                                                                 December 31,
                                                                                             -------------------
                                                                                               2005       2004
                                                                                             --------   --------
<S>                                                                                            <C>         <C>
     Unsecured  note  payable  to  former  owner,  dated November  2,  2004,
       in  connection  with  a  3  year  covenant  not  to  compete
       agreement in the amount of $25,000 payable in twelve monthly
       payments  of  $2,083  per  month.                                                                $ 22,917

     Installment  loan  payable,  dated  November  2,  2004,  for equipment  assumed
       in  the  merger.  The  loan  is  secured by a vehicle and is
       payable  at  $464  per  month  including  interest  of  6%.                           $  8,832     14,536

     Note  payable,  dated  November  2,  2004,  in  connection with  the  merger  to  a
       former  shareholder  for  $100,000  for  a  3  year
       non-compete  agreement.  The note is unsecured, non-interest
       bearing,  and  is  payable in 36 months at $2,778 per month.                            63,889     97,222

</TABLE>

                                      F-10
<PAGE>

                                  BIOSTEM, INC.
                    (Formerly National Parking Systems, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005


NOTE  E  -  LONG-TERM  DEBT  (Continued)

<TABLE>
<CAPTION>

                                                                                             December 31,
                                                                                       ----------------------
                                                                                          2005         2004
                                                                                       ----------   ---------
<S>                                                                                       <C>           <C>

     Senior Secured Convertible Debenture dated October 15, 2004, maturing
       October  15,  2005  to  include  advances  not  to  exceed
       $1,000,000 with an interest rate of 10% per annum secured by
       all  of  the  Company's  assets extended until June 30, 2006
       under  terms  of  "Agreement  to  Extend  Senior Convertible
       Debenture".  (See  Note  H  - Commitments and Contingencies)                      420,000     285,000

     Junior Convertible Debentures in the amount of $86,750 due January 31, 2010.
       The  Debentures  are  non-interest  bearing  and  are
       convertible  into the Company's common stock. (See also Note
        H  -  Commitments  and  Contingencies)                                            86,750      86,750
                                                                                       ---------    --------
                                                                                         579,471     506,425
     Less:  current  portion                                                             458,904     346,827
                                                                                       ---------    --------

     Long-term  portion                                                                $ 120,567    $159,598
                                                                                       =========    ========

</TABLE>

NOTE  F  -  INCOME  TAXES

     The  Company  utilizes  SFAS  No.  109,  Accounting for Income Taxes. Under
     this  method,  the Company recognizes a deferred tax liability or asset for
     temporary  differences  between  the tax basis of an asset or liability and
     the  related  amount  reported  on  the  financial  statements.

     The  principal  types  of  differences,  which  are measured at current tax
     rates,  are  net  operating  loss  carry forwards. At December 31, 2005 and
     2004,  these  differences resulted in a deferred tax asset of approximately
     $328,419 and $12,566, respectively. SFAS No. 109 requires the establishment
     of  a  valuation  allowance  to  reflect  the  likelihood of realization of
     deferred  tax  assets.  Since  realization  is not assured, the Company has
     recorded  a  valuation allowance for the entire deferred tax asset, and the
     accompanying financial statements do not reflect any net asset for deferred
     taxes  at  December  31,  2005  and,  2004.

     The  Company's  net  operating  loss  carry  forwards  amounted  to
     approximately  $980,000  at  December  31,  2005, which will expire through
     2020.

NOTE  G  -  STOCKHOLDERS'  DEFICIT

     The  Company's  certificate  of  incorporation  was amended January 4, 2005
     to  change  the  name  of the company from Cascade Mountain Mining Company,
     Inc.  to  National  Parking,  Inc. Additionally, a 1 to 4,000 reverse stock
     split  was  effected. The financial statements for the years ended December
     31, 2005 and 2004 give  effect  to  these  transactions.

     In  connection  with  the  reverse  merger,  40,350,000  shares (pre-split)
     of the Company's common stock were issued to acquire National Parking, Inc.

                                      F-11
<PAGE>


                                  BIOSTEM, INC.
                    (Formerly National Parking Systems, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005


NOTE  G  -  STOCKHOLDERS'  DEFICIT  (CONTINUED)

     In  July  2005,  the  Company  issued 3,000,000 shares (pre-split) under an
     approved  S-8 stock plan to consultants for services rendered in connection
     with  the  Company's  reverse  merger.  The shares were valued at $0.10 per
     share.  Accordingly,  stock  for  services  in  the  amount of $300,000 was
     recorded  and  included  in  professional  and  consulting  fees  expense.

     In  October  2005,  the  Company  issued  4,500  shares  of common stock to
     attorneys  in consideration for legal services rendered to the Company. The
     shares  were  valued  at  $0.60  per share ($0.15 post split). Accordingly,
     stock  for  services  in  the amount of $2,700 was recorded and included in
     professional  and  consulting  fees  expense.

     The  Company  affected  a  4:1  forward  stock  split  for  shareholders of
     record  as  of  October  20,  2005.

     In  November  2005,  the  Company  issued  1,500,000 shares of common stock
     to  consultants.  The  shares  were valued at $0.06 per share. Accordingly,
     stock  for services in the amount of $90,000 was recorded, of which $67,500
     was  recorded  in  Prepaid  consulting  fees  and  $22,500  was recorded in
     professional  and  consulting fees expense. The Prepaid consulting fees are
     being  amortized  over  the  life  of  the  consulting  agreement.

     Merger  Agreement
     ----------------

     On  November  22,  2005,  the  Company  entered  into an Agreement and Plan
     of  Merger  with  Cryobanks  International  Inc.,  a  Delaware  corporation
     ("Cryobanks").  Pursuant  to  the Merger Agreement, shares of common stock,
     warrants  and preferred stock of Cryobanks which are issued and outstanding
     immediately  prior  to  the  effective date of the merger will be converted
     into  the  right  to  receive  common stock of the Company. Pursuant to the
     merger, Cryobanks will be merged with and into BioStem Acquisition Company,
     Inc.,  a  to be formed subsidiary of the Company and a Delaware corporation
     ("Acquisition  Company") and Cryobanks shall be dissolved. The closing date
     of  the  merger  is  the  business  day after satisfaction or waiver of the
     conditions  set  forth  below.  ("Closing  Date")

     Pursuant  to  the  Merger  Agreement,  the  aggregate  number  of shares of
     the  Company  issued and outstanding immediately prior to the closing shall
     be  no  more  than 15,650,000 shares of common stock, and there shall be no
     more than 2,000,000 warrants outstanding which shall have an exercise price
     of  $1.00  per  share.

     Among  other  conditions  described  in  the  Merger  Agreement, a material
     condition  to the effectiveness and closing of the merger is the successful
     completion  of  a  financing  by Cryobanks which results in net proceeds to
     Cryobanks  of  at  least $10,000,000 pursuant to a Private Placement, which
     attempts  to  sell  10,000,000  shares  of  Cryobanks  preferred  stock  to
     investors  at  $1.00 per share and warrants to purchase 3,000,000 shares of
     Cryobanks  common  stock,  exercisable at $1.10 per share, on or before the
     closing  date  of  the  merger. The preferred shares issued by Cryobanks in
     such  financing  will be convertible into one share of the Company for each
     share  of  preferred  stock  issued to such investors. These Company shares
     (which  are  in addition to the 120,000,000 shares issued to the holders of
     Cryobanks  common  stock  and  warrants),  and  2,000,000  shares which are
     issuable  upon  conversion  of $2,000,000 of debt of Cryobanks, will not be
     subject to any restriction or lock-up, and will be registered for resale by
     the  Company  through  a  registration  statement.

                                      F-12
<PAGE>

                                  BIOSTEM, INC.
                    (Formerly National Parking Systems, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005


NOTE  G  -  STOCKHOLDERS'  DEFICIT  (CONTINUED)

     Merger  Agreement  (Continued)
     ----------------------------

     Cryobanks  has  an  agreement  with  the  holder  of its Series A Preferred
     Stock,  of which there are 7,000,000 shares outstanding, that fifty percent
     of  the proceeds of the above financing will be used to redeem the Series A
     Preferred  Stock  at  a  redemption  price  of $1.00 per share, up to $10.0
     million  of  gross  proceeds, and 100% of gross proceeds in excess of $10.0
     million  will  be  used  to  redeem  the balance of such shares of Series A
     Preferred  Stock.

     The  boards  of  directors  of  both  the  Company  and  Cryobanks  have
     approved  and the majority shareholders of both companies have consented to
     the  merger  agreement.

     The  Merger  Agreement  stated  that  the  agreement would terminate if the
     merger  was  not  consummated  by  March  1, 2006, or by the mutual written
     consent  of the Company and Cryobanks, or for any other reason as described
     in  the  Merger  Agreement.  On  March  1,  2006, the Company and Cryobanks
     amended the Merger Agreement to state that the agreement would terminate if
     the  merger  was  not  consummated  by  June  30,  2006.

     Pursuant  to  the  terms  of  the Merger Agreement, the Company will divest
     itself  of  its  two  operating  subsidiaries,  and  will have no more than
     $25,000  of  accrued  but  unpaid  liabilities on the effective date of the
     merger.  On the effective date of the merger, Cryobanks will merge with and
     into  the  Acquisition Company, which will become the surviving corporation
     in  the merger. All of the outstanding shares of Series A Preferred, Series
     B  Preferred  Stock and warrants of Cryobanks will be converted into shares
     of  common  stock  of  the Company at an exchange ratio of 0.852578, unless
     such  Series  A  Preferred Stock, Series B Preferred Stock and warrants are
     issued  pursuant  to  the  planned  Private  Placement. The total amount of
     shares  to  be  issued  in  connection  with the conversion of the Series A
     Preferred  Stock,  Series  B  Preferred  Stock  and  warrants  shall  total
     120,000,000  shares  of  the Company's common stock, and the exchange ratio
     shall  be  adjusted  if any shares of the Company's common stock are issued
     prior  to  the  closing,  by  dividing  120,000,000  by the sum of the then
     outstanding  shares  of  the  Company's  common  stock  and  warrants.

     Shareholders  of  Cryobanks  who  dissent  to  the  Merger  are entitled to
     receive  payment  for  their  shares  in  lieu  of  shares  of the Company.

     All  warrants  to  purchase  shares  of  Cryobanks  common  stock which are
     outstanding  prior to the Merger will be assumed by the Company as provided
     in  the  Merger  Agreement.

     Upon  the  closing  of  the  merger,  the  Company  will  issue 120,000,000
     shares  of its common stock to the shareholders of Cryobanks, and the board
     of directors of Cryobanks will be appointed to the Company's board, and the
     current  members  of the Company's board will resign. On the effective date
     of  the  merger,  immediately  prior  to  the merger, the Company will have
     15,650,000  shares  of  common  stock outstanding, and warrants to purchase
     2,000,000 shares of common stock with an exercise price of $1.00 per share.
     All  other shares currently outstanding shares (159,150,044 shares) will be
     cancelled  in exchange for the transfer by the Company of all of the common
     stock  of  its  current  two  operating  subsidiaries to those shareholders
     canceling  shares.

                                      F-13
<PAGE>

                                  BIOSTEM, INC.
                    (Formerly National Parking Systems, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005


NOTE  G  -  STOCKHOLDERS'  DEFICIT  (CONTINUED)

     Merger  Agreement  (Continued)
     ----------------------------

     Subsequent  to  the  Merger,  the  Company  and  Cryobanks will cause to be
     filed  a registration statement on Form S-4 registering the issuance of the
     120,000,000  shares  to  the  Cryobanks  shareholders. Notwithstanding this
     registration, all of the 120,000,000 shares so issued shall be subject to a
     one  year restriction against transfer, except for approximately 91,879,402
     shares held by the majority shareholder of Cryobanks, which will be subject
     to  a  six-month  restriction.

     Agreement  to  Purchase  Subsidiaries  and  Cancel  Shares
     ----------------------------------------------------------

     On  November  22,  2005,  the  Chief  Executive Officer, Marc Ebersole, and
     Directors,  Scott  Schweber  and  Christine  Ebersole  (the  "Management
     Shareholders"),  entered  into  an  Agreement  to Purchase Subsidiaries and
     Cancel  Shares  ("Spin-off  Agreement"), with certain shareholders who hold
     Senior and Junior debentures with the Company (together with the Management
     Shareholders,  the  "Security Holders" as described below.) Pursuant to the
     Spin-off Agreement, the Security Holders agreed to cancel the shares of the
     Company's  common  stock which they held in return for the transfer to them
     of the Company's two wholly owned subsidiaries, ABS Holding Company ("ABS")
     and  BH  Holding  Company, Inc. ("BH"). Pursuant to the Spin-off Agreement,
     each  Security  Holder  will  receive one share of both ABS and BH for each
     four shares of the Company which they hold and the Company will then cancel
     each  share  of  the  Company's  common  stock  which  they  held.

     Additionally,  pursuant  to  the  Agreement  to  Purchase  Subsidiaries and
     Cancel Shares, Hyde, to which the Company currently owes $380,000 ($420,000
     at  December  31,  2005)  in  connection with a Senior Debenture, agreed to
     release  the Company from any obligations under the Senior Debenture and in
     exchange for such release, ABS and BH would both assume 50% of the $380,000
     outstanding  under  the  Senior  Debenture.

     The  Spin-off  Agreement  is  to  be  effective  on  the  day following the
     closing  of  the  merger  with  Cryobanks.

     Pursuant  to  the  Spin-off  Agreement,  the  following  Security  Holders
     agreed  to  cancel  share  amounts  as  follows:

      Marc  Ebersole              122,000,000  shares
      Christine  Ebersole           4,000,000  shares
      Scott  A.  Schweber           4,000,000  shares
      The  Morpheus  Trust          5,460,018  shares
      Livingston  Investments       6,200,000  shares
      The  Gateway  Real  Estate
      Investment  Trust             5,090,026  shares
      Burton  Partners,  LLC        6,200,000  shares
      Picasso,  LLC                 6,200,000  shares
                                  -----------

       Total                      159,150,044  shares

                                      F-14
<PAGE>

                                  BIOSTEM, INC.
                    (Formerly National Parking Systems, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005


NOTE  H  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

     Agreement  to  Purchase  Subsidiaries  and  Cancel  Shares  (Continued)
     -----------------------------------------------------------------------

     Assuming  the  closing  of  the  merger  and  the subsequent closing of the
     Spin-off  Agreement,  the  Company  will no longer have any interest in the
     operations  of  ABS  and B&H, and the shareholders of Cryobanks will become
     the  majority  shareholders  of  the  Company.

     Senior  Secured  Convertible  Debenture
     ---------------------------------------

     On  October,  15,  2004,  the  Company  issued a Senior Secured Convertible
     Debenture which allows for the Company to borrow up to $1,000,000. $420,000
     and  $285,000  was outstanding at December 31, 2005 and 2004, respectively.
     The Debenture was due October 15, 2005; however, the due date of the Senior
     Debenture  was  extended  by  Hyde  and  the  Company.  As  a result of the
     extension,  the due date was extended to June 30, 2006. The Debenture bears
     interest  at  the  rate  of  10% per annum, and has a general security lien
     against  all  of  the  Company's  assets.  The Debenture, including accrued
     interest,  is  convertible into the Company's common stock at the lesser of
     a) 30% of the average of the three lowest closing prices in the twenty (20)
     trading  days  immediately  preceding the conversion date or, b) $0.10. The
     Debenture  contains  restrictions  on  the issuance of additional shares of
     preferred  or common stock, payment of dividends, or issuance of additional
     debentures  without  the  consent  of  a majority of the Senior Convertible
     Debenture  holders  and  is  personally  guaranteed  by  the Company's CEO.

     Junior  Convertible  Debenture
     ------------------------------

     In  connection  with  the  merger,  the  Company  issued  $86,750 in 5 year
     Junior  Convertible  Debentures  dated January 13, 2004. The Debentures are
     due   January   31, 2010. The Debentures   do  not  bear interest  and  are
     unsecured.  The  holder  of  the Debentures  is  entitled  to  convert  the
     Debentures  into common stock of the Company at the lesser of a) 30% of the
     average of the three lowest closing prices in  the twenty (20) trading days
     immediately preceding the conversion date  or,  b)  $0.10.

     Warrant  Agreements
     -------------------

     In  connection  with  the  merger,  the Company, on January 5, 2005, issued
     a  warrant  to London for 1,000,000 shares of the Company's common stock at
     an  exercise  price  of  $0.10 per share. The warrants vest immediately and
     expire  January  5, 2009. The warrants have participating rights should the
     Company  file  a  registration  statement  with the Securities and Exchange
     Commission.  The  Company  recorded  $42,900 in professional and consulting
     fees,  which represents the fair value of the warrants at the time services
     were  performed.

     The  Company  entered  into  a  consulting  agreement  with  Vijay
     Alimchandani,  dba  Financial  Systems  International  ("Financial"),  on
     November  11, 2005 which lasts until June 30, 2006. In connection with this
     agreement,  the Company gave Financial a warrant to purchase 500,000 shares
     of  common stock at an exercise price of $1.00 per share. The warrants vest
     immediately  and  expire  June 30, 2006. In the event that the Company does
     not  complete  the  merger with Cryobanks by June 30, 2006, the Company has
     the  right  to purchase the warrant, along with the 1,500,000 shares issued
     to consultants in November of 2005 (see Note G), for $1,000. No expense was
     recorded  for  the  warrants since they were determined to have no value at
     the  time  services  were  performed.

                                      F-15
<PAGE>

                                  BIOSTEM, INC.
                    (Formerly National Parking Systems, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2005


NOTE  H  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

     Consulting  Agreement
     ---------------------

     The  Company,  on  January  5,  2005,  entered  into  a  2  year consulting
     agreement  with  London for services relating to mergers, acquisitions, and
     the  establishment  of investment banking relationships. Under the terms of
     the  consulting  arrangement,  the  Company  is  to a) pay a non-refundable
     retainer  of  $5,000  per month, b) issue 3,000,000 shares of the Company's
     common stock to be registered as promptly as possible but no later than the
     date  the  Company  files its first registration statement, c) pay a fee of
     10%  of  the  consideration paid for any acquisition or sale by the Company
     and  d)  reimburse London for reasonable travel expenses. Additionally, the
     Company  will  issue to London a warrant to purchase up to 1,000,000 shares
     of  the Company's common stock at an exercise price of $0.10 per share. The
     common  stock  issuable  upon  exercise will be registered at the Company's
     expense.  The  warrants  vest  immediately.

     On  November  23,  2005,  the  Company  amended  the  London  agreement  to
     reduce  the  number of warrants London was to be issued from 4,000,000 post
     4:1  forward  split  shares to 1,500,000 post 4:1 forward split shares, and
     increased  the  exercise  price  of those warrants from $0.025 to $1.00 per
     share.  Additionally,  the  fee  is  increased to $20,000 per month and the
     expiration  date extended to January 31, 2009. As of December 31, 2005, the
     Company  has  accrued  $240,000  as  consulting  expense  related  to  this
     agreement.

     Employment  Agreement
     ---------------------

     The  Company,  on  December  1,  2004,  entered  into  a  3 year employment
     agreement  with  the  President  and Chief Executive Officer. The agreement
     allows  for  an  annual salary of $120,000 plus health benefits and an auto
     allowance.

     Lease  Agreement
     ----------------

     On  February  13,  2004,  the  Company  entered  into  a  5  year  lease
     agreement  for  its  corporate  headquarters. At December 31, 2005, minimum
     annual  rental  payments  for  the  remaining  four  years  are as follows:

                              2006     $17,353
                              2007      18,047
                              2008      18,770
                              2009       4,738

     Rent  expense  was  $17,361  and  $15,109  for the years ended December 31,
     2005  and  2004,  respectively.

NOTE  I  -  SUBSEQUENT  EVENTS

     The  Company  has  entered  into  two  separate  three  year  License
     Agreements  effective  January  2,  2006 to provide valet and other parking
     services  at two locations in the Atlanta area. These agreements, with a 60
     day  cancellation clause, call for annual rental payments by the Company of
     $354,000  ($29,500  monthly)  in  exchange  for  managing,  monitoring  and
     collection  of  all  fees  for  the  "work"  of  the  properties.

     The  Company  has  borrowed  an  additional  $50,000  under  the  Senior
     Secured  Convertible Debenture subsequent to December 31, 2005 bringing the
     total  outstanding  to  $470,000.

                                      F-16
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     Effective  February  3,  2005,  the client auditor relationship between the
Company  and  Ham, Langston & Brezina, LLP, Certified Public Accountants ("Ham")
ceased  as  the former accountant was dismissed. Effective February 3, 2005, the
Company  engaged  Meyler & Company, LLC, Certified Public Accountants ("Meyler")
as  its  principal  independent  public  accountant  for  the  fiscal year ended
December  31,  2004.  The  decision  to  change  accountants was recommended and
approved  by  the Company's Board of Directors on February 3, 2005. Ham's report
on  the  financial statements of the Company for the fiscal years ended December
31,  2002  and  December  31,  2003, and any later interim period, including the
interim  period  up  to and including the date the relationship with Ham ceased,
did  not  contain  any  adverse  opinion  or  disclaimer  of opinion and was not
qualified  or  modified  as to uncertainty, audit scope or accounting principles
except  for concerns about the Company's ability to continue as a going concern.

     In  connection  with the audit of the Company's fiscal years ended December
1,  2002  and  December  31,  2003,  and any later interim period, including the
interim  period  up  to and including the date the relationship with Ham ceased,
there  were  no  disagreements  between  Ham  and  the  Company  on  a matter of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or  procedure, which disagreement, if not resolved to the satisfaction of
Ham  would  have  caused  Ham  to  make  reference  to the subject matter of the
disagreement  in  connection  with  its  report  on  the  Company's  financial
statements.

     There  were  no  reportable  events  as  provided  in Item 304(a)(iv)(B) of
Regulation  S-B  during  the  Company's fiscal years ended December 31, 2002 and
December 31, 2003, and any later interim period, including the interim period up
to  and  including  the  date  the  relationship  with  Ham  ceased.

     The  Company  authorized  Ham  to respond fully to any inquiries of any new
auditors  hired  by  the  Company  relating to their engagement as the Company's
independent accountant. The Company requested that Ham review the disclosure and
Ham  was  given an opportunity to furnish the Company with a letter addressed to
the  Commission  containing  any new information, clarification of the Company's
expression  of  its  views,  or  the respect in which it does not agree with the
statements  made  by  the Company. Such letter was attached as an Exhibit to the
Company's  Form  8-K  filed  with  the  Commission  on February 16, 2005, and is
incorporated  herein  by  reference.

     The  Company  has not previously consulted with Meyler regarding either (i)
the application of accounting principles to a specific completed or contemplated
transaction;  (ii)  the  type  of  audit  opinion  that might be rendered on the
Company's financial statements; or (iii) a reportable event (as provided in Item
304(a)(iv)(B)  of  Regulation  S-B)  during  the  Company's  fiscal  years ended
December 31, 2002 and December 31, 2003, and any later interim period, including
the  interim  period  up  to  and  including  the date the relationship with Ham
ceased.

                                      -34-
<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES

(a)  Evaluation  of  disclosure  controls  and  procedures.  Our Chief Executive
     Officer and Principal Financial Officer, after evaluating the effectiveness
     of  our  "disclosure controls and procedures" (as defined in the Securities
     Exchange  Act  of  1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the
     period  covered  by  this  Annual  Report  on  Form 10-KSB (the "Evaluation
     Date"),  has  concluded  that  as  of  the  Evaluation Date, our disclosure
     controls  and procedures are effective to provide reasonable assurance that
     information  we  are required to disclose in reports that we file or submit
     under  the  Exchange  Act  is  recorded, processed, summarized and reported
     within the time periods specified in the Securities and Exchange Commission
     rules  and forms, and that such information is accumulated and communicated
     to  our  management,  including  our  Chief  Executive  Officer  and  Chief
     Financial  Officer,  as  appropriate,  to  allow timely decisions regarding
     required  disclosure.

(b)  Changes  in  internal  control  over  financial  reporting.  There  were no
     significant  changes  in  the  Company's  internal  control  over financial
     reporting  during the fourth fiscal quarter that materially affected, or is
     reasonably likely to materially affect, the Company's internal control over
     financial  reporting.

ITEM 8B.  OTHER INFORMATION

     None.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
        COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

DIRECTORS AND OFFICERS

The  Directors  and  Officers  of  the  Company  are  as  follows:

      NAME                    AGE               POSITION
     -----                    ---               --------

Marc Ebersole                 48             Chief Executive
                                             Officer, President,
                                             Treasurer, Secretary
                                             and Director

Christine Ebersole            36             Director

Scott Schweber                45             Director

MARC EBERSOLE

     Marc  Ebersole  has  served  as  the  Company's Chief Executive Officer and
Director  since  September  1, 2004. He has served as Chief Executive Officer of
the Company's wholly owned subsidiaries ABS Holding Company, Inc. ("ABS") and BH
Holding  Company,  Inc. ("BH"), since their inception on November 4, 2004. Since
June  1988,  he  has  served  as  Chief  Executive  Officer of BH's wholly owned
subsidiary  J & K Parking d/b/a B&H Parking ("J&K"). From May 1984 to June 1988,
he  served  as General Manager of J&K Parking and from October 1980 to May 1984,
Mr.  Ebersole  was  employed  as  a  valet  with  J&K  Parking.

                                      -35-
<PAGE>

CHRISTINE EBERSOLE

     Christine Ebersole has served as a Director of the Company since August 12,
2005.  She  has served as the Company's Office Manager since November 2004. From
June  2003  to April 2004, she worked as a waitress at the Executive Club in New
York  City,  New  York. From September 2002 to June 2003, she was employed as an
Office  Manager  with  Sanford  and Associates, in New York City, New York. From
September  1999  to September 2002, she was employed as territory manger and pet
sitter for Critter Sitters in Atlanta, Georgia. Ms. Ebersole is the niece of our
Chief  Executive  Officer  and  Director,  Marc  Ebersole.

SCOTT SCHWEBER

     Scott  Schweber  has  served  as a Director of the Company since August 12,
2005.  Mr.  Schweber  has  provided  various legal services to the Company since
November  2004.  Since  January 2004, he has served as "Of Counsel" to Dietrick,
Evans,  Scholz  &  Williams,  L.L.C.  in  Atlanta, Georgia. From January 1993 to
January  2004,  he  served  as  a  partner with the law firm Schweber, Izenson &
Anderson,  LLP,  in Atlanta Georgia. Mr. Schweber obtained a Bachelors degree in
Social  Thought  and  Political  Economy  in  1982,  from  the  University  of
Massachusetts  and a Juris Doctorate from Emory University in 1985. Mr. Schweber
is  admitted  to  the  State  Bar  of  Georgia.

     All Directors of the Company will hold office until the next annual meeting
of the shareholders, and until their successors have been elected and qualified.
Officers of the Company are elected by the Board of Directors and hold office at
the  pleasure  of  the  Board.  Christine  Ebersole  is  the  niece of our Chief
Executive  Officer  and  Director,  Marc  Ebersole.

CHANGES IN THE COMPANY'S OFFICERS AND DIRECTORS

     On  January  14,  2005,  Ari  Kaplan resigned as a Director of the Company,
leaving  Marc Ebersole as the sole office and Director of the Company. On August
12,  2005,  the  Company's  Board  of  Directors  appointed  Scott  Schweber and
Christine  Ebersole,  who  is  the  niece  of  our  Chief  Executive Officer and
Director,  Marc  Ebersole,  as  Directors  of  the  Company.

EMPLOYMENT  AGREEMENT

     On  November  4, 2004, Marc Ebersole, the Company's Chief Executive officer
entered  into an Employment Agreement with the Company ("Employment Agreement").
Mr.  Ebersole's duties under the Employment Agreement include responsibility for
the  day  to  day operations of the Company and other duties associated with his
position  as  the  Company's Chief Executive Officer. The term of the Employment
Agreement  is  for  a  period of five (5) years terminating on October 31, 2009.
Under  the  Employment  Agreement,  Mr.  Ebersole is entitled to One Hundred and
Twenty Thousand dollars ($120,000.00) a year (his "Basic Compensation"), as well
as an automobile allowance of $950.00 a month, until such time as Mr. Ebersole's
vehicle  is  paid  in  full,  and  $500.00  a  month  as a healthcare allowance.
Additionally,  Mr.  Ebersole is eligible for annual bonuses under the Employment
Agreement,  not  to  exceed  Fifty  percent (50%) of his Basic Compensation. The
Company  also  agreed  to  reimburse  Mr.  Ebersole  for all necessary and usual
expenses  incurred  by  him  on  behalf  of  the  Company.

                                      -36-
<PAGE>

     Under  the  Employment Agreement, Mr. Ebersole is entitled to paid vacation
days pursuant to the Company's vacation policies, which shall not exceed fifteen
(15)  days  per  year.  Unused  vacation  days  shall  expire at the end of each
calendar  year. Additionally, under the Employment Agreement, the Company agrees
to  indemnify  Mr. Ebersole for all claims and causes of action asserted against
him  relating  to  his  position  as  an  officer  and  Director of the Company,
including  reimbursement  for  all  of  the  fees  and  expenses  of his counsel
associated  with  such  claims  and  causes  of  actions.

     In  connection  with  the  Employment Agreement and BH's acquisition of J&K
from Mr. Ebersole and Mr. Pringle, Mr. Ebersole signed a covenant not to compete
("Covenant").  Under  the  Covenant,  Mr.  Ebersole  agreed not to engage in, be
employed  in, or have any interest in any occupation or business similar to that
of  BH  or  ABS, within the Southeast United States, including Georgia, Alabama,
Louisiana,  Tennessee,  Florida, South Carolina, North Carolina and any location
where  BH  and/or  ABS  conduces  valet  parking, parking management and vehicle
immobilization,  for  three  (3)  years from the date of the termination of this
employment  with  the  Company.

SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and persons who own more than 10% of
a  class  of  the  Company's  equity  securities  which are registered under the
Exchange Act to file with the Securities and Exchange Commission initial reports

of  ownership and reports of changes of ownership of such registered securities.
Such  executive  officers,  directors and greater than 10% beneficial owners are
required  by  Commission  regulation  to  furnish the Company with copies of all
Section  16(a)  forms  filed  by  such  reporting  persons.

     To  the Company's knowledge, based solely on a review of the copies of such
reports  furnished  to  the Company and on representations that no other reports
were  required,  no  person required to file such a report failed to file during
fiscal 2004. Based on stockholder filings with the SEC, Marc Ebersole, Christine
Ebersole  and  Scott  Schweber are subject to Section 16(a) filing requirements.

                                      -37-
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>
                                                        SUMMARY COMPENSATION TABLE
                                                           ANNUAL COMPENSATION

                                                                     Other
                                                                     Annual                                 LTIP    All Other
Name & Principal                                           Bonus     Compen-     Restricted      Options   Payouts   Compen-
   Position                       Year      Salary ($)      ($)      sation     Stock Awards      SARs      ($)      sation
<S>                                <C>         <C>          <C>        <C>          <C>            <C>       <C>      <C>
Marc Ebersole (1)(2)              2005(1)$  125,000       18,600     $17,400
CEO, President,                   2004   $    -0-
Secretary, Treasurer,
and Director

Ari Kaplan(2)                     2004   $    -0-
Former CEO and Director

Wayne Daley(3)
Former CEO, Former President      2004   $   56,000
and Former Director               2003   $   60,000

<FN>

*     Does  not  include perquisites and other personal benefits in amounts less
than  10%  of  the  total  annual  salary  and  other  compensation.

(1)  Pursuant to Mr. Ebersole's Employment Agreement, described above, we agreed
to  pay  Mr.  Ebersole  $125,000  per year in salary until the expiration of the
Employment Agreement on October 31, 2009. We also agreed to pay him $950 a month
in  compensation for his automobile and $500 per month as a healthcare allowance
pursuant  to  his  Employment  Agreement,  which  amounts are included under the
"Other  Annual  Compensation"  column  of  the  table  above.

(2)  Mr.  Ebersole  was  appointed  Chief  Executive  Officer  of the Company on
September  1,  2004.  On  the  same  day, Ari Kaplan resigned as Chief Executive
Officer  of the Company. Mr. Kaplan subsequently resigned from his position as a
Director  of  the  Company  on  January  14,  2005.

(3)  Wayne Daley resigned as Chief Executive Officer and Director of the Company
on  August  1,  2004. On the same date, Mr. Kaplan was appointed Chief Executive
Officer  and  Director  of  the  Company. Mr. Daley was paid $5,000 per month as
salary  and $2,000 per month as reimbursement for business expenses, under a two
year  employment  contract  he  signed  with  the  Company  in  July  2003.

</TABLE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

     The  following  table  sets  forth  information  as of April 10, 2006, with
respect to the beneficial ownership of the common stock by (i) each director and
officer  of  the  Company,  (ii) all directors and officers as a group and (iii)
each  person  known  by the Company to own beneficially 5% or more of the common
stock:

         Name             No. of shares       Percentage(1)
     ----------         -----------------     -------------
     Marc Ebersole            122,000,000             69.6%

     Christine Ebersole         4,000,000             2.3%

     Scott Schweber             4,000,000             2.3%

     All the officers         130,000,000             74.2%
       and Directors
    as a group (3 persons)

                                      -38-
<PAGE>

(1)  Using  175,218,044  shares issued and outstanding as of April 10, 2006

CHANGES  IN  CONTROL  OF  REGISTRANT

     At the Closing of the Merger (described above under "Item 1.01 Entry into a
Material  Definitive  Agreement"),  of  which  there  can be no assurance, it is
anticipated  that  the  officers  and  Directors  of  Cryobanks  will become the
officers  and directors of the Company until the earlier of their resignation or
removal  or until their respective successors are duly elected and qualified. It
is  possible  that  the  officers and Directors of Cryobanks set forth below may
change  prior  to  the  Closing  of  the  Merger.

The  officers  and  Directors  of  Cryobanks  are  as  follows:

     Dwight C. Brunoehler           Chief Executive Officer, President and
                                    Director

     Zubair Kazi,                   Chairman of the Board of Directors

     M. Osman Siddique              Director

     John R. Edwards                Medical Director

     Sara H. Irrgang                Co-Medical Director

     Pamela Callaghan               Operations Manager

     Teresa Black                   Laboratory Supervisor

     Julie A. Boone                 Cryobanks' Donor Advocate

DWIGHT C. BRUNOEHLER, PRESIDENT AND CEO

     Mr.  Brunoehler  founded  Cryobanks  in  1993  as  a cryocenter focusing on
infertility.  In 1995, he shifted the Company's focus towards building a bank of
donated  unrelated  umbilical  cord  blood  for  transplantation.  He  has  been
instrumental  in  developing the Company's proprietary collection and processing
system  to  aid  in the quality and viability of each unit stored. His skills in
public  relations  have  allowed  CI  to  partner  with physicians and hospitals
nationwide to provide a vehicle that allows patients to donate their baby's cord
blood  easily  and  without  confusion. This increased attention has also opened
many  doors  engaging Cryobanks in furthering research involving the benefits of
cord  blood  stem  cells.

     Mr. Brunoehler is an Active Member of the American Society of Hematology, a
Founding  Member  of  the  International Cord Blood Society, and a member of The
Cord  Blood Work Group of the World Marrow Donor Association. Mr. Brunoehler has
lectured  in  numerous  hospitals and universities throughout the country on the
subject  of  cord  blood  donation.  Mr.  Brunoehler's  honors have included the
Florida  Public Relations Association's Golden Image Award of Distinction, being
a  featured  speaker at the National Convention of State Delegates, and numerous
awards  and  accolades in both the corporate and civic arenas including March of
Dimes  Corporate  Volunteer  of  the Year. He is a graduate of the University of
Central  Florida.

                                      -39-
<PAGE>

ZUBAIR  KAZI,  CHAIRMAN  OF  THE  BOARD  OF  DIRECTORS

     Owner  of  Kazi  Food  Corporation  and  KMVI,  Inc.  Mr.  Kazi is a highly
successful  entrepreneur  possessing  substantial  knowledge and resources. Kazi
Foods  Corporation  is the second largest private operator of KFC Restaurants in
the  United  States  with  over 180 restaurants. KMVI is a management consulting
company based in St Thomas, USVI. His investment and business experiences span a
wide  variety  of  industries  operating  nationally  and  internationally.

US  AMBASSADOR  M.  OSMAN  SIDDIQUE,  DIRECTOR

     Ambassador  M.  Osman  Siddique  served  as the United States Ambassador to
Fiji,  Tonga,  Nauru and Tuvalu (from 1999 to 2001). Prior to his appointment as
the United States Ambassador, he was a businessman, entrepreneur and a community
leader.  He  was the Chairman and CEO of ITT/Travelogue, a company he founded in
Washington,  D.C.  in  1976.  In  1996,  Ambassador  Siddique  also  founded
International  Travel  Technologies  (ITT)  and  acquired  TravelNet,  Inc.  of
Columbus, Ohio, a premier technology-based T&E company. He was also the founding
member  of  CorpNet  International,  a  consortium of domestic and international
travel  management  companies  with  revenues  in  excess of $1.5 billion. Other

ventures  co-founded  by  Ambassador Siddique were in the areas of banking, real
estate  and  international  trade.  He has been prominently featured in national
magazines  and newspapers, among them: Forbes, Inc., Success and The Wall Street
Journal.

     Ambassador  Siddique  combines  an outstanding business track record with a
powerful  understanding of international businesses and government environments,
spanning  over  25  years. With a commanding international network including key
government  and  business  leaders,  especially  in  the  United  States,  the
Asian-Pacific  region and the Middle East, he is able to provide a wide range of
advice  and  assistance  to  businesses, boards and non-profit organizations. He
received  his  MBA  from  Indiana  University  in  1974.

JOHN  R.  EDWARDS,  M.D.,  MEDICAL  DIRECTOR.

     Dr.  John  Edwards  serves  as CI's Medical Director overseeing the medical
aspects of CB processing and related services, including donor acceptability and
release  of  CB  units  for transplantation. He is currently the Director of the
Bone  Marrow  Transplant  Center at the Walt Disney Memorial Cancer Institute at
Florida  Hospital in Orlando, Florida. He was formerly the Director of Pediatric
Bone  Marrow Transplantation and Assistant Professor of Pediatrics at Vanderbilt
University  School  of  Medicine.  Dr.  Edwards  earned  his  MD degree from the
University  of  Florida College of Medicine and completed his residency training
in  pediatrics  at  the  University of California, San Francisco. He completed a
fellowship  in pediatric hematology/oncology and immunology at the University of
California,  San Francisco and a fellowship in pediatric hematology/oncology/BMT
at  the  University  of  Florida.

                                      -40-
<PAGE>

SARA  H.  IRRGANG,  M.D.,  CO-MEDICAL  DIRECTOR.

     Dr.  Sara  Irrgang  has  served  as  Medical  Director at CI since May 2000
providing  medical  and  technical  guidance  regarding  clinical  laboratory
practices.  She  has  worked  for various agencies as a Medical Examiner for the
past 22 years and has worked as a Pathologist for several hospitals. Dr. Irrgang
is  a  Fellow  of the College of American Pathologists and is board certified in
Anatomic  and  Clinical  Pathology.  She  earned  her MD degree from the Medical
College  of  South  Carolina  (now  Medical  University  of  South Carolina) and
completed her pathology residency at Baylor University Medical Center in Dallas,
Texas.

PAMELA  CALLAGHAN,  MT  (ASCP)  OPERATIONS  MANAGER

     Ms.  Callaghan's  extensive  experience  in  the  biotechnology  research
environment  has  afforded her a clear understanding of the stem cell field. She
has  over  six  years  experience  in  a  clinical  laboratory  setting, and has
experience  in  project  management and systems implementation. Ms. Callaghan is
licensed  by  the  State  of  Florida  as  a  Clinical  Laboratory Supervisor in
Immunohematology,  Hematology, Serology, Clinical Chemistry, and Microbiology as
well  as  a  Clinical Laboratory Scientist and is a registered Technologist with
the  American  Society  of  Clinical  Pathologists.  She  is  finishing a PhD in
Biomolecular  Science  at the University of Central Florida's Burnett College of
Biomedical  Sciences.

TERESA  BLACK,  BS,  BHS,  MT  (ASCP)  LABORATORY  SUPERVISOR

     Mrs. Black has been the Laboratory Supervisor at CI since 2002. Her primary
responsibility  at  the  Company  is  technical training and project manager for
licensee  laboratories.  Ms.  Black  received  a  Bachelor  of Science Degree in
Zoology from Western Illinois University in Macomb, IL in 1977 and a Bachelor of
Health  Science  in  Medical  Technology  from  Governors  State  University  in
University  Park,  IL  in  1979.  Subsequently,  she was a Staff Technologist at
Ingalls Memorial Hospital in Illinois for six years. After that, she was a Staff
Technologist  for  13  years at North Colorado Medical Center in Greeley, CO. In
1998, Ms. Black took a position as Chief Technologist at University of Tennessee
Medical  Center  in  Knoxville  where  she  had  technology and staff management
responsibilities. In 2000, she joined the Methodist Medical Center in Oak Ridge,
TN  as  a  Staff  Technologist.  Ms.  Black  is  an  active  member  of American
Association of Blood Banks, American Society for Clinical Laboratory Scientists,
has  been  a  registered  Technologist  with  American  Society  for  Clinical
Pathologist  since  1979,  and is licensed by the State of Florida as a Clinical
Laboratory  Supervisor.

JULIE  A.  BOONE,  MS,  BS,  MT  (ASCP),  DONOR  ADVOCATE

     As  Donor  Advocate,  Ms.  Boone  is responsible for making sure that donor
rights'  are  respected,  offers education and assistance to the donor regarding
the  donation process, and ensures donor needs and expectations are met. This is
a  non-paid position and its purpose is to make sure donors have the opportunity

                                      -41-
<PAGE>

to  contact  an  independent  party  regarding  the  donation  process.  She was
previously  employed  at Cryobanks as Laboratory Manager and Director of Quality
Assurance.  Prior  to joining Cryobanks, Ms. Boone managed groups and a facility
for  the  Orlando Regional Medical Center and for six years managed two doctors'
office laboratories, which served over 40 physicians. Over the course of 6 years
both  facilities  maintained  Clinical  Laboratory  Licensure  with the State of
Florida,  national  CLIA certification, and COLA accreditation. She currently is
employed  at  Orlando  Regional  Medical Center as the Laboratory Manager in the
Hematology  Department.

     She  received a Bachelor of Science in Medical Technology at the University
of New Mexico in Albuquerque. Ms. Boone was accredited as a Medical Technologist
by the American Society of Clinical Pathologists and is licensed by the State of
Florida  as  a  Clinical  Laboratory  Supervisor. More recently, she completed a
course of study at the University of Central Florida in Orlando and received the
degree  of  Master  of  Science  in  Health  Science  (Administration).

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On  November 4, 2004, the Company entered into an Employment Agreement with
the  Company's  Chief  Executive  Officer,  Marc  Ebersole. Under the Employment
Agreement, Mr. Ebersole is to serve as the Company's Chief Executive Officer and
perform  the  day  to day operations of the Company. The Employment Agreement is
for  a term of Five (5) years, ending on October 31, 2009. Mr. Ebersole is to be
paid  One  Hundred  and  Twenty  Thousand  dollars($120,000.00)  a  year ("Basic
Compensation"),  and is eligible for an annual bonus not to exceed Fifty percent
(50%)  of  his  Basic  Compensation.  Mr.  Ebersole's  Employment  Agreement  is
described  in  further  detail  under  "Item  9.  Directors,  Executive Officer,
Promoters  and  Control  Persons  Compliance  with Section 16(a) of the Exchange
Act,"  above.

     On  January  24,  2005,  the  Company  issued the Company's Chief Executive
Officer,  Marc  Ebersole, 130,400,000, restricted shares of the Company's Common
Stock in connection with an Exchange Agreement entered into between Mr. Ebersole
and the Company. Subsequent to this issuance, Mr. Ebersole transferred 4,400,000
restricted  shares  to  two  individuals, and 4,000,000 restricted shares to his
niece,  Christine  Ebersole,  who is also a Director of the Company, leaving him
the  current  beneficial  owner  of  122,000,000  shares of the Company's Common
Stock.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

  (a) EXHIBITS

Exhibit No.     Description of Exhibit
----------      ----------------------
2.1(1)          Agreement and Plan of Merger
2.2(1)          Subsidiary Transfer Agreement
3.1(2)          Certificate  of  Amendment  to  the  Company's  Articles  of
                Incorporation to  change  the Company's name to National Parking
                Systems,  Inc.

                                      -42-
<PAGE>

3.2(3)          Certificate  of  Amendment  to  the  Company's  Articles  of
                Incorporation  to  change the  Company's  name  to BioStem, Inc.

10.1(4)         Stock Exchange Agreement
10.2(4)         Junior Convertible Debenture - The Morpheus Trust
10.3(4)         Junior Convertible Debenture - The Gateway Real Estate
                   Investment Trust
10.4(4)         Junior Convertible Debenture - Picasso, LLC
10.5(4)         Junior Convertible Debenture - Burton Partners, LLC
10.6(4)         Junior Convertible Debenture - Livingston Investments, Ltd.
10.7(4)         Senior Secured Debenture with Hyde Investments, Ltd.
10.8(4)         Security Agreement
10.9(4)         Marc Ebersole's Employment Agreement
10.10(4)        Marc Ebersole's Covenant Not To Compete
10.11(4)        Consulting Agreement
10.12(4)        Warrant Agreement
10.13(5)        Addendum to Stock Exchange Agreement
10.14(5)        General Release and Settlement Agreement
10.15(6)        Consulting  Agreement  with  Financial  Systems  International
10.16(6)        Warrant  Agreement  with  Financial  Systems  International
10.17(6)        Agreement  To  Extend  Senior Secured Convertible
                   Debenture with Hyde
10.18(1)         Amendment to Consulting Agreement

16.1(7)         Letter  from  Ham,  Langston  &  Brezina,  LLP,  Certified
                   Public Accountants
21.1*           Subsidiaries of the Company

31.1*           Certificate of the Chief Executive Officer and Chief
                 Financial Officer pursuant to Section 302 of the
                 Sarbanes-Oxley Act of 2002

32.1*           Certificate of the Chief Executive Officer of Chief
                 Financial Officer pursuant to Section 906 of the Sarbanes-
                 Oxley Act of 2002

(1)  Filed as Exhibits to the Company's Form 8-K filed on November 28, 2005, and
     incorporated  herein  by  reference.

(2)  Filed as  Exhibit  3.1  to the Company's Form 8-K filed on January 7, 2005,
     and  incorporated  herein  by  reference.

(3)  Filed as  Exhibit 3.1 to the Company's Form 8-K filed on November 18, 2005,
     and  incorporated  herein  by  reference.

(4)  Filed as  Exhibits to the Company's Form 8-K filed on January 28, 2005, and
     incorporated  herein  by  reference.

(5)  Filed as  Exhibits  to the Company's Form 10-QSB filed on November 21, 2005
     and  incorporated  herein  by  reference.

(6)  Filed as  Exhibits  to  the Company's Form 10-KSB filed on May 3, 2005, and
     incorporated  herein  by  reference.

(7)  Filed as Exhibits to the Company's Form 8-K filed on February 16, 2005, and
     incorporated  herein  by  reference.

*   Filed herein.

     (b) REPORTS ON FORM 8-K

                                      -43-
<PAGE>

The Company filed the following reports on Form 8-K during the fourth quarter of
the  year  ended  December  31,  2005:

o    The Company  filed  a report on Form 8-K on October 14, 2005 to report that
     on  August  12,  2005,  the  Company's  board  of directors appointed Scott
     Schweber  and  Christine  Ebersole,  the  niece of Marc Ebersole, our Chief
     Executive  Officer, as Directors of the Company. The Form 8-K also reported
     the  Company's  Board of Directors approval of a 4:1 forward stock split to
     shareholders  of  record as of October 20, 2005. Additionally, the Form 8-K
     reported  the  issuance of an aggregate of 18,000 post forward split shares
     of  unregistered  securities..

o    The Company  filed a report on Form 8-K on October 20, 2005 to report a 4:1
     forward  stock  split  to  shareholders  of record as of October 20, 2005."

o    The Company  filed  a report on Form 8-K on November 18, 2005 to report the
     filing  of a Certificate of Amendment to its Articles of Incorporation with
     the  Secretary  of  State of Nevada, which became effective on November 18,
     2005.  The amendment effected a name change of the Company to BioStem, Inc.
     The amendment also effected a change to the article regarding the Company's
     Board of Directors to provide that the number of directors may, pursuant to
     the  Bylaws,  be  increased  or  decreased by the Board of Directors at any
     time,  provided  there shall be no less than one (1) nor more than nine (9)
     Directors.  As  a  result  of  the  name change, the Company's common stock
     traded  under  the  new stock symbol "BTEM" beginning on November 18, 2005.

o    The Company  filed a report on Form 8-K on November 28, 2005 to report that
     on  November  22,  2005,  the Company entered into an Agreement and Plan of
     Merger  with  Cryobanks  International,  Inc.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT  FEES

     The  aggregate fees billed for the fiscal years ended December 31, 2005 and
2004, for professional services rendered by the Company's principal accountants,
Meyler & Company, LLC ("Meyler") for the audit of the Company's annual financial
statements  was  $25,000 and $15,000,  respectively.

     The  aggregate  fees billed for each of the fiscal years ended December 31,
2005  and  2004  for  professional  services  rendered  by  the Company's former
independent  auditor  Ham,  Langston  & Brezina, LLP, ("Ham") for the year ended
December  31,  2004,  and  the  Company's  current principal independent auditor
Meyler  for  the  year  ended  December  31,  2005,  for review of the financial
statements  included  in  the  Company's  Form  10-QSB  or for services that are
normally  provided by the accountant in connection with statutory and regulatory
filings  or  engagements  for  those  fiscal  years  was  $10,000 and $9,000,
respectively.

                                      -44-
<PAGE>

AUDIT  RELATED  FEES

None.

TAX  FEES

None.

ALL  OTHER  FEES

None.


                                   SIGNATURES

     In  accordance  with  Section 13 or 15(d) of the Securities Exchange Act of
1934,  the  Registrant  caused  this  report  to  be signed on its behalf by the
undersigned,  thereunto  duly  authorized.

                         NATIONAL PARKING SYSTEMS, INC.

DATED:  April 21, 2006                          By: /s/ Marc Ebersole
                                                ------------------------
                                                 Marc Ebersole
                                                 Chief Executive Officer

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

NAME                        TITLE                            DATE

/s/ Marc Ebersole          Chief Executive Officer,         April  21, 2006
----------------------     Chief Financial Officer,
Marc Ebersole              and Director


/s/ Christine Ebersole     Director                         April 21, 2006
-----------------------
Christine Ebersole


                                      -45-
<PAGE>