Form 10-QSB

(Former name, former address and former fiscal year, if changed since last report).

Check whether the registrant (1) 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 ¨

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

State the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date. As of April 13, 2006, 11,624,629 shares of $0.01 par value common stock were outstanding.

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

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

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

The unaudited consolidated financial statements including the Consolidated Balance Sheets as of February 28, 2006 and November 30, 2005, the related Consolidated Statements of Income and Comprehensive Income and Cash Flows for the three months ended February 28, 2006 and February 28, 2005, have been prepared by CRYO-CELL International, Inc. and its subsidiaries (“the Company” or “CRYO-CELL”). In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and changes in cash flows for all periods presented have been made.

The unaudited consolidated financial statements herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Certain financial information and note disclosures which are normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to those rules and regulations. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s November 30, 2005 Annual Report on Form 10-KSB.

Enrollment fee revenue and the related direct incremental costs associated with these fees are deferred and recognized once the processing of the specimens is completed.

The Company records revenue from processing and storage of specimens. The Company recognizes revenue from processing fees upon completion of processing, and cellular storage fees ratably over the contractual storage period. The Company also records revenue from shipping and handling when earned. Shipping and handling costs are expensed and included in cost of sales.

Under the asset and liability method of SFAS No. 109 “Accounting for Income Taxes”, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. A valuation allowance covering the net deferred tax assets of the Company as of February 28, 2006 and November 30, 2005, has been provided as the Company does not believe it is “more likely than not” that the future income tax benefits will be realized. The Company did not record income tax expense during the first quarter of fiscal 2005 and 2006 as it was able to utilize its deferred tax assets to offset its taxable income.

On December 16, 2004, the FASB issued FASB Statement No. 123 (revised 2004), Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation (“SFAS 123(R)”). SFAS 123(R) supersedes Accounting Principles Board Opinion No. 25 (“APB No. 25”) and amends FASB Statement No. 95, Statement of Cash Flows. SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values.

SFAS 123(R) must be adopted by small business issuers in the annual period beginning after December 15, 2005. Early adoption will be permitted in periods in which financial statements have not yet been issued. The Company expects to adopt SFAS 123(R) on December 1, 2006.

SFAS 123(R) permits public companies to adopt its requirements using one of two methods:

As permitted by SFAS 123, the Company currently accounts for share-based payments to employees using Opinion 25’s intrinsic value method and, as such, generally recognizes no compensation cost for employee stock options. Accordingly, the adoption of SFAS 123(R)’s fair value method will have a significant impact on the Company’s results of operations, although it will have no impact on the Company’s overall financial position. The impact of adoption of SFAS 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. However, had the Company adopted SFAS 123(R) in prior periods, the impact of that standard would have approximated the impact of SFAS 123 as described in the disclosure of pro forma net income and earnings per share in Note 5 to the consolidated financial statements. SFAS 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. While the Company cannot estimate what those amounts will be in the future (because they depend on, among other things, when employees exercise stock options), the amount of operating cash flows recognized in prior periods for such excess tax deductions were $0 for the three months ended February 28, 2006 and February 28, 2005.

Earnings per common share data is based on net income and not comprehensive income. The following table sets forth the calculation of basic and diluted earnings per share:

For the three months ended February 28, 2006 and February 28, 2005, options to purchase 365,363 and 347,306 shares of common stock, respectively, were outstanding during the period but were not included in the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of the common shares, and therefore, the effect would be anti-dilutive.

On February 22, 2002 the Company was named as a defendant in a complaint filed by PharmaStem Therapeutics, Inc. (“PharmaStem”) in the United States District Court of Delaware (Wilmington) (the “Court”), Case No. 02-148-GMS, alleging patent infringement of two U.S Patents No. 5,004,681 (‘681 patent’) which relates to the collection, processing, and storage of stem cells derived from umbilical cord blood and No. 5,192,553 (‘553 patent’) which relates to the therapeutic uses of stem cells derived from umbilical cord blood. PharmaStem, a Delaware corporation, named eight companies (three of which are now out of business) involved in cord blood banking. The suit sought an injunction against the companies, an unspecified amount of damages or royalties, treble damages and attorney’s fees. The trial was held in October 2003 and pursuant to a jury verdict entered on October 29, 2003, a judgment was entered against the Company in the amount of $957,722 for damages relating to royalties resulting from revenues generated from specimens processed and stored from April 11, 2000 through August 31, 2003. The Company recognized a liability for the year ended November 30, 2003 in the amount of the judgment and an additional expense in the amount of $145,000 for estimated damages relating to royalties resulting from revenues generated from specimens processed and stored.

During fiscal 2004 the Company accrued an additional $523,000 for estimated damages relating to royalties resulting from revenues generated from specimens processed and stored during the first, second and third quarters of fiscal 2004 recognizing that it was probable that the damages would continue to accrue at a rate of 6.125% should the judgment remain in effect related to the ‘681 patent. In December 2003, the Company transferred $957,722 into an escrow account. The defendants, including the Company, filed motions for post-trial relief, and execution of the judgment was stayed pending disposition of those motions. The plaintiff also filed motions seeking an award of approximately $2,800,000 for enhanced damages, counsel fees and interest, as well as for a permanent injunction against future infringement. The Company did not accrue the $2,800,000, as the Company felt the likelihood of such an award was remote.

On September 15, 2004, the Court ruled on the post trial motions. The Court vacated its judgment, overturning the jury’s verdict for patent infringement and damages previously entered against the Company, and denied PharmaStem’s request for an injunction and enhanced damages against the defendants. Reversing the jury’s verdict, the Court entered a new judgment in favor of the Company and the other defendant blood banks with regard to PharmaStem’s ‘553 patent, holding that the cord blood banks are not, and cannot be, liable for contributory infringement of the patent because they do not sell, or offer for sale, umbilical cord blood. Rather, the private blood banks provide a service of processing and preservation of cord blood for families. With regard to PharmaStem’s ‘681 patent, the Court granted CRYO-CELL and its co-defendants a new trial on the issues of infringement and damages, finding that the jury’s earlier verdict of infringement was “against the great weight of the evidence”.

As a result of the September 15, 2004 ruling the Company reversed all prior accruals related to the ‘681 patent totaling $1,102,968, during the third quarter of fiscal 2004. The Company was no longer obligated to hold the $957,722 in an escrow account and the funds were returned to the Company in October 2004.

On October 4, 2004, PharmaStem filed in the Delaware action a motion for preliminary injunction against the Company (and its co-defendants) regarding the ‘681 patent. PharmaStem sought an injunction limiting the ability of the Company to refer to the use of umbilical cord blood in the treatment of adults in the marketing of the Company’s services, to advise customers for its services that cord blood stored hereafter is for pediatric use only, and to enjoin the Company from storing cord blood units that have sufficient stem cells to effect the hematopoietic reconstitution of an adult. The Company and other defendants filed a motion asking the court to reconsider the denial of the judgment as a matter of law on the ‘681 patent. On December 14, 2004, the Court ruled in favor of the Company and other defendants. The effect of this order is that final judgment has now been entered in favor of CRYO-CELL and the other defendants on PharmaStem’s charges of infringement of both patents that were asserted in that case, marking a final disposition of the case in CRYO-CELL’s favor, and denying PharmaStem’s motion for preliminary injunction. PharmaStem has filed an appeal of the decision to the United States Court of Appeals for the Federal Circuit. CRYO-CELL and the other defendants have filed a cross-appeal on the issues of the validity and enforceability of the ‘681 and ‘553 patents. The Court heard oral argument on the appeals on April 4, 2006, and a decision is expected later in the year.

On July 28, 2004, the Company was named as a defendant in a complaint filed by PharmaStem in the United States District Court for the Middle District of Florida, Tampa Division, Case No. 8:04-cv-1740-T-30TGW alleging infringement of U.S. Patents Nos. 6,461,645 and 6,569,427. These patents are closely related to the ‘681 and ‘553 patents that were the subject of PharmaStem’s Delaware litigation. PharmaStem also named as a defendant Dr. Bruce Zafran, a member of the Company’s scientific and medical advisory board. The suit seeks an injunction, an unspecified amount of damages or royalties, treble damages and attorney’s fees. The Company has filed an answer and counterclaims against PharmaStem and its Chief Executive Officer, Nicholas Didier. PharmaStem and Didier have filed motions to dismiss those counterclaims. The Judicial Panel on Multidistrict Litigation transferred this action to the District of Delaware for coordinated pretrial proceedings with other cases brought by PharmaStem alleging infringement of these same two patents by other defendants, In re: PharmaStem Therapeutics, Inc. Patent Litigation, MDL No. 1660. The Company intends to vigorously defend the suit. The Delaware court has stayed all proceedings in these cases, including discovery, pending the outcome of the Federal Circuit appeal and reexamination proceedings in the U.S. Patent and Trademark Office. The reexamination proceedings involve all four of the patents on which PharmaStem has sued. In January 2005, a Patent Office examiner entered an office action rejecting all claims of the ‘553 patent. This action is not final, and PharmaStem has the opportunity to present further argument to the examiner.

Between May and July 2003, ten putative class action complaints were filed in the United States District Court of the Middle District of Florida against the Company, certain current and former officers and directors of the Company and two accounting firms who previously audited the Company’s consolidated financial statements. All ten complaints alleged violations of federal securities laws, including improper recognition of revenue in the consolidated financial statements presented in certain public reports of the Company. On October 22, 2003, all ten complaints were consolidated (Case No. 03-CV-1011). On February 17, 2004, the court appointed lead plaintiffs. On April 27, 2004, the lead plaintiffs filed an amended complaint. The amended complaint generally seeks, among other things, certification of a class of persons who purchased the Company’s common stock between March 16, 1999 and May 20, 2003 and unspecified damages. On February 25, 2005, the United States District Court for the Middle

District of Florida issued an order approving the previously reported formal stipulation of settlement for the litigation. The settlement, which totals $7 million, includes a payment of $4 million paid by the insurance carrier of the Company’s former auditors. In addition, the Company’s insurance carrier paid $3 million on the Company’s behalf under its directors’ and officers’ insurance policy. The Company previously satisfied the $175,000 deductible under its directors’ and officers’ insurance policy, and believes it will have no further financial obligations under the settlement.

The Company has an ownership interest of approximately 38% in Saneron, which is accounted for under the equity method of accounting, as of February 28, 2006 and November 30, 2005. During 2005, the Company had an independent valuation performed on the Company’s interest in Saneron. Management believes that this valuation accurately reflects the fair value of the Company’s interest in Saneron as of November 30, 2005. As of February 28, 2006 and November 30, 2005, the net Saneron investment, including goodwill of approximately $684,000, is reflected on the accompanying consolidated balance sheets at approximately $682,000 and $685,000, respectively.

For the three months ended February 28, 2006, the Company recorded equity in losses of affiliate in losses of Saneron operations of $10,308. Included in equity in losses of affiliate is approximately $7,200 for the three months ended February 28, 2006, related to compensation expense for stock option awards that were granted by Saneron to certain consultants and employees below fair market value. For the three months ended February 28, 2005, the Company recorded equity in losses of Saneron operations of $21,033. Included in equity in losses of affiliate is approximately $12,000 for the three months ended February 28, 2005 related to compensation expense for stock option awards that were granted by Saneron.

As of February 28, 2006 and November 30, 2005, the Company has classified the initial value of Company stock held by Saneron of approximately $839,000 within stockholders’ equity as treasury stock.

The Company accounts for stock options under APB No. 25, under which no compensation expense has been recognized for stock options issued to employees as permitted by SFAS No. 123, Accounting for Stock-Based Compensation, (“SFAS No. 123”). The Company has adopted the disclosure requirements of SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure” (“SFAS No. 148”). Certain stock options have been issued to consultants of the Company and accounted for under SFAS No. 123. The expense recognized for the three months ended February 28, 2006 and February 28, 2005 is $27,936 and $8,913, respectively.

Had SFAS No. 123 been implemented, the Company’s net income per share would have been adjusted to the amounts indicated below for the three months ended February 28, 2006 and February 28, 2005:

The Company has certain investments in marketable securities, which are categorized as marketable securities and other investments on the accompanying balance sheets and accounted for under SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS No. 115”). Marketable securities were $150,604 and $519,713 and at February 28, 2006 and November 30, 2005. In accordance with SFAS No. 115, the Company recorded a gain of $5,510 and $0 for the three months ended February 28, 2006 and February 28, 2005, in conjunction with the sale of certain marketable securities. Also included within marketable securities and other investments on the accompanying consolidated balance sheets as of February 28, 2006 and November 30, 2005 are certificates of deposits of approximately $95,000 and $484,000 recorded at cost.

The Company uses the guidance in SFAS No. 115 as described above, to account for marketable securities which are classified as available for sale. The fair value of other investments as of February 28, 2006 and November 30, 2005 was approximately $56,000 and $35,000, respectively, and the unrealized holding loss recorded as a component of stockholders equity on other investments was approximately $160,000 and $181,000 as of February 28, 2006 and November 30, 2005, respectively.

During June 2002, the Company entered into a long-term consulting agreement with a former officer to provide future consulting services to the Company. The Company initially recognized the present value of this agreement as a liability. In August 2004, the Company stopped making payments under the consulting agreement. This agreement was terminated and following negotiations, a new agreement was negotiated by the parties and signed on April 15, 2005. The Company commenced payments under the terms of the new agreement during the second quarter of 2005. The terms of the settlement are confidential. The present value of the new agreement has been reflected as a liability on the consolidated balance sheet as of February 28, 2006 and November 30, 2005.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Company is engaged in cellular processing and cryogenic storage, with a current focus on the collection and preservation of umbilical cord (U-Cord^®) blood stem cells for family use. The Company’s principal sources of revenues are service fees for cord blood processing and preservation for new customers and recurring annual storage fees. The Company currently charges fees of $1,595 to new clients for the collection kit, processing and testing and return medical courier service, with discounts in

the case of multiple children from the same family and in other circumstances. The Company currently charges an annual storage fee of $125 for new clients; storage fees for existing customers depend on the contracts with such customers. The Company also receives other income from licensing fees and royalties from global affiliates.

During the three months ended February 28, 2006, the Company increased its revenues by 13% over the level in the 2005 period and achieved net income of approximately $56,000, compared to $178,000 in the 2005 period. Net storage revenues increased because of an increase in the customer base and the effects of a price increase implemented during fiscal 2006. The Company experienced an operating loss in the 2006 period due to increases in cost of sales and marketing, general, and administrative expenses. However, the Company continued to be profitable largely due to an increase in licensee income, partly due to an installment payment from a non-recurring sale of a license agreement and partly due to increased royalties from its international affiliates.

In October 2005, the Company announced an agreement with Plureon under which the Company will have the exclusive rights to market the service of collecting, processing and preserving placental stem cells as a supplement to its existing services involving U-Cord^® stem cells. The Company expects to launch this service during 2006. The Company expects to charge an initial fee for collection and processing the placental stem cells, in addition to its existing fees for collection and processing of U-Cord^® stem cells. Also, the Company will charge an annual storage fee for storage of the placental stem cells, in addition to the storage fee for the U-Cord^® stem cells. The Company will pay royalties to Plureon for sub-licensing the underlying technology.

At February 28, 2006, the Company had cash and cash equivalents of approximately $8,967,000 and marketable securities and other investments of approximately $151,000. The Company’s cash increased by approximately $988,000 during the first quarter, as a result of its cash flow from operations and the proceeds from the redemption of marketable securities. As of April 13, 2006, the Company maintains no indebtedness.

Revenues. Revenues for the three months ended February 28, 2006 were $3,691,253 as compared to $3,268,359 for the same period in 2005, representing a 13% increase. The increase is primarily attributable to the effects of a successfully implemented price increase during 2006 for newly enrolling clients, as well as the overall increase in customer base over the prior year, which led to a significant increase in storage revenues.

Cost of Sales. Cost of sales for the three months ended February 28, 2006 was $1,207,516 as compared to $850,131 for the same period in 2005, representing a 42% increase. Cost of sales was 33% of revenues for the three months ended February 28, 2006 compared with 26% for the three months ended February 28, 2005. Cost of sales as a percentage of revenue increased due to an increase in laboratory supplies, return medical courier service charges, cord blood collection reimbursements, and salaries and wages. Cost of sales includes wages and supplies associated with new process enhancements to the existing production procedures and quality systems in the processing of cord blood specimens at the Company’s facility in Oldsmar, Florida and the costs associated with storage of specimens at the Safti-Cell facility in Arizona. During the second quarter of fiscal 2005, the Company implemented a new processing methodology in accordance with emerging requirements of the American Association of Blood Banks (AABB). The new process utilizes closed-system bags rather than vial storage. Due to this transition to a new processing methodology, as well as, the enhanced level of security designed in the Company’s new facility, the Company discontinued offering the dual storage service to new customers during the second quarter of fiscal 2005. The increase in the cost of laboratory supplies is a direct result of the transition to the new processing methodology. The increase in collection kit freight charges is a direct result of the price

increase implemented during the first quarter of fiscal 2006. As part of the service enhancements associated with this price increase, the Company now incurs the cost of the return shipping of its cord blood collection kits.

Marketing, General and Administrative Expenses. Marketing, general and administrative expenses during the three months ended February 28, 2006 were $2,473,964 as compared to $2,030,703 for the three months ended February 28, 2005 representing a 22% increase. The increase was largely attributable to the implementation of the Company’s plans to expand its sales and marketing initiatives, which resulted in an increase in advertising and consulting fees associated with its corporate rebranding. An increase in salaries and wages also contributed to the increase. Marketing, general and administrative expenses were 67% of revenues for the three months ended February 28, 2006 compared to 62% for the three months ended February 28, 2005. Marketing, general and administrative expenses increased slightly as a percentage of revenues due to the aforementioned increases, which were partially offset by the increase in revenues. The Company has announced plans to further expand its sales and marketing initiatives in the next several quarters, which can be expected to cause continued increases in marketing, sales and administrative expenses on a year-over-year basis.

Research, Development and Related Engineering Expenses. Research, development and related engineering expenses for the three months ended February 28, 2006 were $11,620 as compared to $13,864 for the three months ended February 28, 2005, a decrease of 16%.

Interest Expense. Interest expense for the three months ended February 28, 2006 was $229,673 as compared to $187,827 for the same period in 2005. Interest expense is mainly comprised of payments made to the other parties to the Company’s RSAs based on the Company’s storage revenue. Prior to fiscal 2002, the Company entered into RSAs with individuals and entities for specific geographic areas. The Company’s RSAs provide that in exchange for an up-front payment, the Company would share in perpetuity a percentage of its future revenue derived from the annual storage fees charged related to a certain number of specimens that originated from specific areas. The Company currently has four RSAs covering the following states: New York, Texas, Florida and Illinois (including contiguous states). As the Company receives annual storage fees relating to specimens from these states, the portion of the fees shared with the parties to the RSAs are recognized as interest expense. If the Company’s revenues continue to increase in areas covered by RSAs, the Company’s interest expense related to the RSA payments will also increase. Also included in interest expense is the amortization of the present value of a deferred consulting agreement in the amount of $11,821 and $0 for the three months ended February 28, 2006 and February 28, 2005, respectively. No interest expense related to the deferred consulting agreement was incurred during the first quarter of fiscal 2005 as the original agreement was terminated in August 2004. A new agreement was negotiated by the parties and signed on April 15, 2005.

Licensee Income. Licensee income for the three months ended February 28, 2006, was $333,234 as compared to $104,756 for the same period in 2005. Licensee income for the three months ended February 28, 2006 consisted of $148,723 received as an installment payment from the non-recurring sale of the India license agreement and $184,511 of royalty income earned on the subsequent processing and storage of specimens in geographical areas where the Company has license agreements, and from the sale of sub-license agreements by licensees. Licensee income for the three months ended February 28, 2005 consisted of royalty income earned on the subsequent processing and storage of specimens in geographical areas where the Company has license agreements, and from the sale of sub-license agreements by licensees.

Equity in Losses of Affiliate. Equity in losses of affiliate was $10,308 for the three months ended February 28, 2006, compared to $21,033 for the 2005 period. During the three months ended February 28, 2006 and February 28, 2005, the Company recorded approximately $7,000 and $12,000 respectively, in equity in losses of affiliates related to compensation expense for stock option awards that were granted by Saneron to certain consultants and employees below fair market value.

Income Taxes. Income tax expense was $0 for the three months ended February 28, 2006, compared to $0 for the same period in 2005. The Company did not record income tax expense during the first quarter of fiscal 2005 and 2006 as it was able to utilize its deferred tax assets to offset its taxable income.

Through February 28, 2006, the Company’s sources of cash have been from sales of its U-Cord^® program to customers, the sale of license agreements and proceeds from RSAs. Currently, the Company’s cash flow is derived primarily from sales relating to its storage services, including the Initial Fees and ongoing storage fees.

At February 28, 2006, the Company had cash and cash equivalents of $8,966,963 as compared to $7,979,377 at November 30, 2005. The increase in cash and cash equivalents during the three months ended February 28, 2006 was primarily attributable to the following:

Cash provided by operating activities for the three months ended February 28, 2006 amounted to $710,283 which was primarily attributable to the Company’s operating activities including licensing fees, a price increase, and an increase in recurring revenue from the current client base. During the prior year, the Company began requiring credit cards to be used by all new clients. This has resulted in an increase in operating cash flow.

Cash provided by investing activities for the three months ended February 28, 2006 amounted to $304,163 which was primarily attributable to the proceeds for the redemption of marketable securities.

Cash used in financing activities for the three months ended February 28, 2006 amounted to $26,860, which consisted of repayments of a deferred consulting obligation to a former officer.

The Company also has certain investments in marketable securities and certificates of deposit, totaling $150,604 at February 28, 2006.

The Company does not have a line of credit or other type of financing instrument. Capital expenditures for the Company’s new facility were funded from cash flows from operations. The Company anticipates making capital expenditures of approximately $2,000,000 over the next twelve months.

The Company anticipates that its cash and cash equivalents, marketable securities and cash flows from operations will be sufficient to fund its cash needs for at least the next 12 to 18 months. Cash flows from operations will depend primarily upon increasing revenues from sales of its umbilical cord blood cellular storage services and controlling expenses. In the past several years, the Company has attempted to focus its capital resources on its core business of cellular processing and cryogenic storage services by de-emphasizing certain non-core business activities and through settlement of some of its legal disputes. In the future, the Company will evaluate and pursue certain opportunities, on a selective basis, in which operational synergies and economic potential align with the Company’s strategic direction.

The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that

affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. The Company believes that its estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions. We have identified the following critical accounting policies that affect the more significant judgments and estimates used in the preparation of the consolidated financial statements.

Enrollment fee revenue and the related direct incremental costs associated with these fees are deferred and recognized once the processing of the specimens is completed.

The Company records revenue from processing and storage of specimens. The Company recognizes revenue from processing fees upon completion of processing and cellular storage fees ratably over the contractual storage period. The Company also records revenue from shipping and handling when earned. Shipping and handling costs are expensed and included in cost of sales.

Accounts receivable consist of the amounts due from clients that have enrolled in the U-Cord processing and storage program and amounts due from license affiliates. Accounts receivable due from clients are due within 30 days and are stated at amounts due from clients net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance by considering the length of time accounts receivable are past due, the Company’s previous loss history, and the customer’s current ability to pay its obligations. The Company writes-off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts.

The Company made a significant investment in an entity that is involved in the area of stem cell research. The Company accounts for this investment under the equity method, and at least annually, reviews its investment for possible impairment and, if necessary, adjusts the carrying value of such investment.

The Company has entered into Revenue Sharing Agreements (“RSAs”) with various parties whereby these parties contracted with the Company for a percentage of future storage revenues the

Company generates from clients in specific geographical areas. The parties typically pay the Company a non-refundable up-front fee for the rights to these future payments. The Company had recognized these non-refundable fees as a long-term liability. Given the criteria under which these RSAs are established, cash receipts from these contracts can fluctuate from period to period. The Company periodically, and at least annually, reviews its RSAs receivables for collectibility. All payments made to the other parties to the RSAs are recognized as interest expense. At such time as the total payments can be determined, the Company will commence amortizing these liabilities under the effective interest method.

The Company enters into licensing agreements with certain investors in various international markets in an attempt to capitalize on the Company’s technology. The investors typically pay a licensing fee to receive Company marketing programs, technology and know-how in a selected area. The investor may be given a right to sell sub-license agreements as well. As part of the accounting for the up-front license revenue, revenue from the up-front license fee is recognized based on such factors as when the payment is due, collectibility and when all material services or conditions relating to the sale have been substantially performed based on the terms of the agreement.

In addition to the license fee, the Company earns royalties on subsequent processing and storage revenues by the investor in the selected area and a fee on any sub-license agreements that are sold by the investor where applicable. As part of the accounting for royalty revenue, the Company uses estimates and judgments in determining the timing and amount of royalty revenue to recognize. The Company periodically reviews license and royalty receivables for collectibility and, if necessary, will record an expense for an allowance for an uncollectible account.

The Company has certain investments in certificates of deposit, and equity securities, which are categorized as marketable securities and other investments. The Company believes these are conservative investments with a low risk for any loss of principal. The Company regularly assesses its marketable security investments for impairments and adjusts its investment strategy, as it deems appropriate. The Company classifies marketable securities and other investments as current in the accompanying consolidated balance sheets based on original maturity dates of less than one year. The Company has certain investments as of February 28, 2006 and November 30, 2005 that have been below fair market value for several years. The write down associated with these investments has been recorded in other comprehensive income. Management believes that the decline in market value of these investments is temporary based on current industry reports and economic and technological trends.

The Company is periodically involved in litigation and regulatory proceedings incidental to the conduct of our business and the Company expects that it will be involved in such litigation and regulatory proceedings from time to time. The Company regularly reviews any such litigation and regulatory proceedings for possible adverse outcomes, and provides estimates for the possible liability to the Company from such adverse outcomes, as it considers appropriate.

The Company entered into a long-term consulting agreement with a former officer to provide future consulting services to the Company. The Company initially recognized the present value of this agreement as a liability. In August 2004, the Company stopped making payments under the consulting agreement. This agreement was terminated and following negotiations, a new agreement was negotiated

by the parties and signed on April 15, 2005. The Company commenced payments under the terms of the new agreement during the second quarter of 2005. The terms of the settlement are confidential. The present value of the new agreement has been reflected as a liability on the consolidated balance sheet as of February 28, 2006 and November 30, 2005.

This Form 10-QSB, press releases and certain information provided periodically in writing or orally by the Company’s officers or its agents may contain statements which constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934. The terms “CRYO-CELL International, Inc.,” “CRYO-CELL” “Company,” “we,” “our” and “us” refer to CRYO-CELL International, Inc. The words “expect,” “believe,” “goal,” “plan,” “intend,” “estimate” and similar expressions and variations thereof, if used, are intended to specifically identify forward-looking statements. Those statements appear in a number of places in this Form 10-QSB and in other places, particularly, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things:

Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. The factors that might cause such differences include, among others, the following:

We undertake no obligation to publicly update or revise the forward-looking statements made in this Form 10-QSB to reflect events or circumstances after the date of this Form 10-QSB or to reflect the occurrence of unanticipated events.

Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. CRYO-CELL International, Inc. undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission, including the Annual Report on Form 10-KSB filed by the Company and any Current Reports on Form 8-K filed by the Company.

Based on their most recent review, as of the end of the period covered by this report, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and are effective to ensure that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect those controls subsequent to the date of their evaluation.

Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Incorporated by reference to Part I. Financial Statements-Notes to Condensed Consolidated Financial Statements – Note 3.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CRYO-CELL INTERNATIONAL, INC.

/s/ MERCEDES WALTON

Mercedes Walton

Chief Executive Officer

CRYO-CELL International, Inc.

/s/ JILL TAYMANS

Jill M. Taymans

Vice President, Finance


700 Brooker Creek Blvd. Oldsmar, FL		34677
(Address of Principal Executive Offices)		(Zip Code)


		PAGE
PART I - FINANCIAL INFORMATION (UNAUDITED)

Item 1. Financial Statements

Consolidated Balance Sheets		3

Consolidated Statements of Income and Comprehensive Income		4

Consolidated Statements of Cash Flows		5

Notes to Consolidated Financial Statements		6

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations		11

Item 3. Controls and Procedures		20

PART II - OTHER INFORMATION

Item 1. Legal Proceedings		21

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		21

Item 3. Defaults Upon Senior Securities		21

Item 4. Submission of Matters to a Vote of Security Holders		21

Item 5. Other Information		21

Item 6. Exhibits and Reports On Form 8-K		22

SIGNATURES		23


	February 28, 2006			November 30, 2005
	(unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	8,966,963		$	7,979,377
Restricted cash		200,000			200,000
Marketable securities and other investments		95,000			484,491
Accounts receivable and advances (net of allowance for doubtful accounts of $687,509 and $633,557, respectively)		884,777			1,043,748
Deferred tax assets		45,000			45,000
Prepaid expenses and other current assets		804,230			693,852

Total current assets		10,995,970			10,446,468

Property and Equipment-net		2,865,061			2,923,959

Other Assets
Marketable securities and other investments		55,604			35,222
Notes receivable		100,875			100,000
Investment in Saneron CCEL Therapeutics, Inc.		681,789			684,939
Deposits and other assets		45,422			42,922

Total other assets		883,690			863,083

Total assets	$	14,744,721		$	14,233,510

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	701,827		$	478,575
Accrued expenses		1,120,797			1,171,845
Deferred revenue		3,108,591			3,277,622

Total current liabilities		4,931,215			4,928,042

Other Liabilities
Deferred revenue		4,881,139			4,457,245
Deferred tax liabilities		45,000			45,000
Long-term liability-revenue sharing agreements		3,750,000			3,750,000
Deferred consulting obligation		631,806			658,666

Total other liabilities		9,307,945			8,910,911

Stockholders’ Equity
Preferred stock ($.01 par value, 500,000 authorized and none issued)		—			—
Common stock ($.01 par value, 20,000,000 authorized; 11,624,629 as of February 28, 2006, and 11,624,629 as of November 30, 2005 issued and outstanding)		116,247			116,247
Additional paid-in capital		23,803,149			23,768,054
Treasury stock		(839,301	)		(839,301	)
Accumulated other comprehensive loss		(254,453	)		(274,834	)
Accumulated deficit		(22,320,081	)		(22,375,609	)

Total stockholders’ equity		505,561			394,557

Total liabilities and stockholders’ equity	$	14,744,721		$	14,233,510


	Three Months Ended
	February 28, 2006			February 28, 2005
Revenue	$	3,691,253		$	3,268,359

Costs and Expenses:
Cost of sales		1,207,516			850,131
Marketing, general & administrative expenses		2,473,964			2,030,703
Research, development and related engineering		11,620			13,864
Depreciation and amortization		109,833			106,664

Total cost and expenses		3,802,933			3,001,362

Operating (Loss) Income		(111,680	)		266,997

Other Income (Expense):
Interest income		68,445			20,916
Interest expense		(229,673	)		(187,827	)
Other income (expense)		5,510			(5,179	)
Licensee income		333,234			104,756

Total other income (expense)		177,516			(67,334	)

Income before income tax expense and equity in losses of affiliate		65,836			199,663

Income tax expense		—			—
Equity in losses of affiliate		(10,308	)		(21,033	)

		(10,308	)		(21,033	)

Net Income	$	55,528		$	178,630

Net income per common share - basic	$	0.00		$	0.02

Weighted average common shares outstanding - basic		11,624,629			11,488,232

Net income per common share - diluted	$	0.00		$	0.01

Weighted average common shares outstanding - diluted		12,309,569			12,268,654

Comprehensive income:
Net income:	$	55,528		$	178,630

Unrealized gain (loss) on marketable securities		20,381			(61,864	)

Comprehensive income	$	75,909		$	116,766


	Three Months Ended
	February 28, 2006			February 28, 2005
Cash Flows from Operating Activities:
Net Income	$	55,528		$	178,630
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization expense		154,736			142,088
Gain on sale of marketable securities held to maturity		(5,510	)		—
Loss on sale of property and equipment		—			5,179
Compensatory element of stock options		27,936			8,914
Provision for doubtful accounts		56,622			58,202
Equity in losses of affiliate		10,308			21,033
Changes in assets and liabilities:
Accounts receivable and advances		97,349			(74,790	)
Receivable - Affiliates		—			231,880
Note receivable		(875	)		—
Prepaid expenses and other current assets		(110,378	)		(106,741	)
Deposits and other assets		(2,500	)		7,231
Accounts payable		223,252			92,563
Accrued expenses		(51,048	)		(483,229	)
Deferred revenue		254,863			364,904

Net cash provided by operating activities		710,283			445,864

Cash flows from investing activities:
Purchases of property and equipment		(95,837	)		(240,858	)
Sale of property and equipment		5,000			17,951
Proceeds from sale of marketable securities		395,000			—

Net cash provided by (used in) investing activities		304,163			(222,907	)

Cash flows from financing activities:
Proceeds from the exercise of stock options		—			153,845
Repayments of deferred consulting obligation		(26,860	)		—

Net cash provided by (used in) financing activities		(26,860	)		153,845

Increase in cash and cash equivalents		987,586			376,802

Cash and cash equivalents - beginning of period		7,979,377			4,737,368

Cash and cash equivalents - end of period	$	8,966,963		$	5,114,170

Supplemental disclosure of cash flow information:
Interest	$	228,549		$	180,184

Supplemental schedules of non-cash investing and financing activities:
Unrealized gain (loss) as a component of marketable securities and shareholders’ equity	$	20,381		$	(61,864	)

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents


	For the three months ended February 28, 2006		For the three months ended February 28, 2005
Numerator:
Net Income	$	55,528	$	178,630
Denominator:
Weighted-average shares outstanding-basic		11,624,629		11,488,232
Dilutive common shares issuable upon exercise of stock options		684,940		780,422

Weighted-average shares-diluted		12,309,569		12,268,654

Earnings per share:
Basic	$	.00	$	.02

Diluted	$	.00	$	.01


	Three Months Ended
	February 28, 2006			February 28, 2005
Net Income, as reported	$	55,528		$	178,630
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards		(38,186	)		(49,883	)
Pro forma net income	$	17,342		$	128,747
Income per share:
Basic - as reported	$	.00		$	.02
Diluted – as reported	$	.00		$	.01
Basic and diluted-pro forma	$	.00		$	.01