Emarine Global 10Q 2007 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2007

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

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)

(770) 650-1733

(Registrant's telephone number)

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 [ ]

As of August 13, 2007, 175,218,044 shares of Common Stock of the issuer were outstanding (“Common Stock”).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ]

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

Traditional Small Business Disclosure Format. Yes [ ] No [X]

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIOSTEM, INC.

(Formerly National Parking Systems, Inc.)

CONSOLIDATED BALANCE SHEETS

	June 30,		December 31,
	2007		2006
	(Unaudited)
CURRENT ASSETS
Cash	$	4,654	$	10,163
Accounts receivable		51,444		56,012

Total Current Assets	$	56,098	$	66,175

EQUIPMENT, net of accumulated depreciation
of $30,035 and $21,520		56,967		30,030


COVENANT NOT TO COMPETE, net of amortization
of $421,011 and $339,053		70,739		152,697
Total Assets	$	183,804	$	248,902

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Bank overdraft	$	31,042
Accounts Payable		51,754		$	125,207
Notes payable to an individual, unsecured		-			893
Accounts payable to related parties		97,819			1,389
Current portion of long-term debt		635,928			584,618
Accrued expenses		870,303			692,585
Total Current Liabilities	$	1,686,846			1,404,692

LONG-TERM DEBT
Loans payable, net of current portion		94,535			86,750

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
shares at June 30, 2007 and December 31, 2006		175,218			175,218
Additional paid-in capital		13,773,172			13,773,172
Accumulated deficit		(15,545,967	)		(15,190,930	)
Total Stockholders' Deficit		(1,597,577	)		(1,242,540	)
Total Liabilities and Stockholders' Deficit	$	183,804		$	248,902

See accompanying notes to financial statements.

BIOSTEM, INC.

(Formerly National Parking Systems, Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

			For the Three Months Ended June 30,		For the Six Months Ended June 30,
			2007	2006	2007	2006
				(Restated)		(Restated)

NET SALES			$ 459,078	$ 434,077	$ 940,951	$ 829,648

COSTS AND EXPENSES
	Compensation and benefits		206,533	164,187	416,175	328,543
	Professional and consulting fees		78,428	148,651	239,171	246,994
	Depreciation and amortization		46,747	43,687	90,473	87,374
	Lot lease expense		119,041	115,174	235,425	222,915
	Interest expense		15,928	298,533	30,295	672,503
	Rent expense		13,499	9,362	17,684	13,631
	Other operating expenses		152,056	156,027	266,765	288,834
		Total Costs and Expenses	632,232	935,621	1,295,988	1,860,794

LOSS BEFORE PROVISION
FOR INCOME TAXES			$ (173,154)	$ (501,544)	$ (355,037)	$ (1,031,146)

PROVISION FOR INCOME TAXES			-	-	-	-

NET LOSS			$ (173,154)	$ (501,544)	$ (355,037)	$ (1,031,146)

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

WEIGHTED AVERAGE COMMON
	SHARES OUTSTANDING		175,218,044	175,218,044	175,218,044	175,218,044

See accompanying notes to financial statements.

BIOSTEM, INC.

(Formerly National Parking Systems, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

; For the Six Months Ended June 30,

	2007			2006
				(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(355,037	)	$	(1,031,146	)
Adjustments to reconcile net loss to cash used
in operating activities:
Depreciation and amortization		90,473			87,374
Amortization of prepaid consulting fees		-			67,500
Stock and warrants issued for services
Beneficial conversion feature					649,413
Change in operating assets and liabilities:
Accounts receivable		4,568			(27,548	)
Accounts payable		(73,454	)		40,502
Accrued expenses		177,718			154,090
Net cash provided by (used in) operating activities		(155,732	)		(59,815	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		(35,452	)		-
Net cash used in investing activities		(35,452	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Related party advance		97,819
Payments on notes payable to related parties		(1,389	)		(2,100	)
Bank overdraft		31,042
Proceeds from note payable		13,508
Proceeds from credit advances		5,000
Proceeds from senior debenture		81,000			70,000
Payments on debt		(41,305	)		(19,450	)
Loan to individual		-			8,500
Net cash provided by used in financing activities		185,675			56,950

DECREASE IN CASH		(5,509	)		(2,865	)

CASH (OVERDRAFT), BEGINNING OF PERIOD		10,163			(5,356	)

CASH (OVERDRAFT), END OF PERIOD	$	4,654		$	(8,221	)

See accompanying notes to financial statements.

BIOSTEM, INC.

(Formerly National Parking Systems, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE A - RESTATEMENT

The Company’s consolidated financial statements for the three and six months ended June 30, 2006 have been restated to record the effects of the beneficial conversion features on the Senior and Junior Debentures. The effect of the restatement is presented in the following table:

	For the Three Months Ended						For the Six Months Ended
	June 30, 2006						June 30, 2006
	As			As			As			As
	Reported			Restated			Reported			Restated

Additional Paid-in Capital	$	12,796,291		$	13,082,797		$	12,796,291		$	13,082,797
Accumulated Deficit		(13,884,031	)		(14.170,537	)		(13,884,031	)		(14,170,537	)

Interest Expense		12,027			298,533			23,090			672,503
Net Loss		(215,038	)		(501,544	)		(381,733	)		(1,031,146	)

Loss Per Share	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)

The restatements relate to the beneficial conversion features which result in increases of $286,506 and $649,413 in Interest expense and Additional paid-in capital for the three and six month periods, respectively. The “As Reported” numbers above reflect the beneficial conversion adjustment previously disclosed in the December 31, 2006 10-K.

NOTE B - BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the financial statements not misleading have been included. Results for the three and six months ended June 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007. For further information, refer to the financial statements and footnotes thereto included in the Biostem, Inc., annual report on Form 10-KSB for the year ended December 31, 2006.

NOTE C - GOING CONCERN

As shown in the accompanying financial statements, the Company has an accumulated deficit of $15,545,967 as of June 30, 2007 and has a stockholders’ deficit of $1,597,577 at June 30, 2007. 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

BIOSTEM, INC.

(Formerly National Parking Systems, Inc.)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE C - GOING CONCERN (CONTINUED)

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.

NOTE D – LONG-TERM DEBT

The Company has borrowed an additional $41,000 under the Senior Secured Convertible Debenture bringing the total to $633,500 at June 30, 2007. An additional $15,000 was borrowed on August 7, 2007. The due date of the Debenture is December 31, 2007. 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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CERTAIN STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-Q (THIS "FORM 10-Q"), 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 BIOSTEM, INC. ("BIOSTEM", "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-Q, UNLESS ANOTHER DATE IS STATED, ARE TO JUNE 30, 2007.

BUSINESS DEVELOPMENT

BioStem, Inc., formerly National Parking Systems, Inc. (the "Company," "we," and "us") 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 affected a 60:1 forward stock split, which became effective on June 24, 2003.

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 to affect a name change of the Company to "National Parking Systems, Inc.", affect 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, in anticipation of the Company's entry into the Exchange, described below.

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. Unless otherwise stated all share amounts disclosed in this Form 10-Q retroactively take into affect the June 2003, 60:1 forward stock split, the January 2005, 1:4,000 reverse stock split, and the October 2005, 4:1 forward stock split (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"). 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 shares of common stock 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.

Effective on November 18, 2005, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to affect a name change to "BioStem, Inc.," and affect a change to the Articles of Incorporation 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 at any one time.

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) $0.00025. 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 (347,000,000 in total), based on a conversion price of $0.00025, 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. The total original amount of the Junior Debentures remains outstanding as of the filing of this report as none of the Junior Debenture holders have converted any of their Junior Debentures and no amount of the Junior Debentures has been repaid by us to date.

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. As of June 30, 2007, $633,500 had been advanced by Hyde pursuant to the Senior Debenture, which outstanding balance totals $648,500 as of the filing of this report. 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 was October 15, 2005; however, the due date of the Senior Debenture was extended by Hyde and the Company, pursuant to an "Agreement To Extend Senior Secured Convertible Debenture," (the "Extension") entered into on October 1, 2005, to June 30, 2006, which date has further been extended verbally by Hyde to December 31, 2007.

The Company does not currently have cash on hand to repay the Senior Debenture. The Senior Debenture is personally guaranteed by the Company's Chief Executive Officer, Marc Ebersole.

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) $0.025. 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. None of the Senior Debentures have been converted into shares.

Consulting Agreement

On January 5, 2005, the Company entered into a Consulting Agreement with London Finance Group, Ltd., a California corporation ("London"), which Consulting Agreement was amended on November 23, 2005. Under the Consulting Agreement, London agreed to provide the Company management consulting services 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 31, 2009, 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, we agreed to pay London a non-refundable retainer in the amount of Five Thousand dollars ($5,000) a month between the date of the original Consulting Agreement and the amendment, effective as of November 23, 2005, at which time pursuant to the amendment, we agreed to pay London twenty thousand dollars ($20,000) per month, which amounts have not been paid to London, but which have been accrued as of the date of this filing. Additionally, in connection with our entry into the Consulting Agreement, we issued 12,000,000 shares of the Company's common stock common stock to London and granted London warrants to purchase up to 4,000,000 shares of the Company's common stock at $0.10 per share, which Warrants were later amended by the amendment of the Consulting Agreement to provide for the purchase of up to 1,500,000 shares of the Company's common stock at $1.00 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.

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 charges 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"), which was later amended to provide for 1,500,000 Warrants to purchase shares of the Company's common stock pursuant to the amendment to the Consulting 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 $1.00 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 provided 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 provide notice to the Company and have any shares which it was issued pursuant to the Warrants included in any registration statement.

DESCRIPTION OF THE COMPANY'S

CURRENT BUSINESSES FOCUS

The Company's focus is parking and parking related services, including valet parking services which the Company operates through its wholly owned subsidiary BH holding Company, Inc., a Nevada corporation ("BH") and vehicle immobilization services which the Company operates through its wholly owned subsidiary ABS Holding Company, Inc., a Nevada corporation ("ABS"), described in greater detail below. Approximately sixty-five percent (65%) of the Company's revenues come from BH, with the remaining thirty-five percent (35%) 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.

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, Inc., 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, which has been paid in full, 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 issued to Mr. Ebersole, and later exchanged with the Company pursuant to the Exchange, for ownership of J&K (throughout this Form 10-Q, 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 conducts 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, which has been paid in full to date.

BH currently operates in the Atlanta, Georgia area, however, BH may expand its operations to other locations in the future, funding permitting, if our management believes it is in our best interest to do so.

The bulk of BH's clients, 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 42 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.

Insurance

Currently, BH employees park between 50,000 and 60,000 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 $1,500. BH's current insurance carries a $2,500 deductible per claim. However, 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 a significant amount of its claims itself, which currently average approximately $4,500 per month.

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.

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 $1,107 remained outstanding as of June 30, 2007, and which amount has been repaid to date.

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 vehicles from moving until the owners pay a fine, which is currently $50.00.

ABS currently has contracts to provide booting services to forty (40) parking locations, which lots are owned by four separate entities.

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 Department. 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 has any copyrights, patents, trademarks, or other types of intellectual property. ABS does hold a license for booting services in the Atlanta, Georgia area.

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 eight (8) full-time employees and approximately one hundred and twenty (120) independent contractors, as valet parking personnel, although the number of parking personnel employed by BH varies seasonally.

ABS currently employs two (2) individual on a full-time basis, one (1) individual on a part-time basis and approximately eight (8) 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 yet 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.

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 Board 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 originally was to terminate if the Merger had not been consummated by March 1, 2006, however this date was extended to June 30, 2006, pursuant to the First Amendment to Agreement and Plan of Merger entered into between Cryobanks and the Company as of March 1, 2006, to September 30, 2006, due to the Second Amendment to Agreement and Plan of Merger, entered into between Cryobanks and the Company as of July 1, 2006, to March 31, 2007, pursuant to the Third Amendment to Agreement and Plan of Merger, entered into between Cryobanks and the Company effective as of September 30, 2006, and most recently, to June 30, 2007, pursuant to the Fourth Amendment to Agreement and Plan of Merger, which had an effective date of March 20, 2007. The Merger did not occur by June 30, 2007, and as such, the original Merger Agreement has expired; however, the parties are currently in negotiations regarding i) the extension of the Merger effective as of the expiration date of the Merger Agreement, as amended and/or ii) the waiver of the expiration of such Merger Agreement. The information below assumes that the parties will extend the Merger Agreement or otherwise enter into agreements to consummate the Merger in the future, of which there can be no assurance.

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 two current 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, of which there can be no assurance, especially because the required closing date of the Merger has past and the Merger has not occurred, it is anticipated that 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 to be 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.

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 $648,500 to in connection with the Senior Debenture, described above, has agreed to release the Company from any obligations under the Senior Debenture, upon the closing of the Merger, and that in exchange for such release, ABS and BH will both assume 50% of the $648,500 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:

o	Marc Ebersole 122,000,000 shares
o	Christine Ebersole 4,000,000 shares

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

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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, the shareholders of Cryobanks will become the majority shareholders of the Company, and the Company's new business focus will be stem cells and the banking of stem cells as described below.

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.

RECENT EVENTS

Cryobank Letter of Intent

On January 31, 2007, Cryobanks International, Inc., a Delaware corporation (“Cyrobanks”), which had previously entered into an Agreement and Plan of Merger with us (the “Merger,” as described in greater detail above), entered into a Letter of Intent with Samarium Technology Group, Ltd. (the “Letter of Intent” and “Samarium”), which Letter of Intent was agreed to and accepted by Samarium on February 13, 2007, but which acceptance was not communicated to Cryobanks until February 28, 2007. The Merger, which is contingent upon Cryobanks raising at least $10,000,000 pursuant to a private placement was originally scheduled to terminate if the Merger had not been consummated by March 1, 2006 but through various amendments has been extended to June 30, 2007, which Merger did not occur as of the amended date and as such, may not occur in the future unless the parties agree to waive such required closing date.

Pursuant to the Letter of Intent, subject to completion of due diligence, by Samarium, which originally was required to be completed within thirty days, but which has since been extended until April 30, 2007 and to June 15, 2007, pursuant to amendments to the Letter of Intent entered into between Cryobanks and Samarium, which due diligence has now been completed, and which Letter of Intent may therefore have expired subject to the parties agreement to waive the prior expiration of the Letter of Intent, of which there can be no assurance.

Pursuant to the Letter of Intent, Samarium agreed to purchase $9,000,000 Class A Secured Convertible Debentures of Cryobanks, which are to bear interest at the rate of 10% per annum, are convertible into 7.5% of Cryobank’s outstanding common stock on a fully diluted basis, and are due and payable on December 31, 2008 (the “Samarium Debentures”). The Samarium Debentures automatically convert into registered shares of the Company’s common stock upon the completion of the Merger and the subsequent effectiveness of a registration statement on Form S-4 registering the shares which the Samarium Debentures are convertible into (the “Effectiveness Date”).

Pursuant to the Letter of Intent, Cryobanks is to receive $2,000,000 of the proceeds from the Samarium Debentures upon the execution of final documents regarding the transactions contemplated by the Letter of Intent (the “Closing”), with the remaining $7,000,000 payable on the Effectiveness Date.

The Letter of Intent calls for the Form S-4 registration statement to be filed by the Company within 60 days of the Closing and to obtain effectiveness of such Form S-4 registration statement within 150 days of the Closing. If the Form S-4 registration statement is not declared effective by the 150^th day following the Closing, the Samarium Debentures shall bear interest at the rate of 15% per annum until paid in full, and Cryobanks shall commence monthly interest only payments starting the first day of the month following the expiration of such 150 day period.

The Letter of Intent also calls for Samarium to be able to elect two members to the Company’s Board of Directors, following the increase in the Company’s Board of Directors from three members to five members.

Samarium will also receive warrants in connection with the Closing, including a five year Class A Warrant to purchase up to 3.5% of Cryobanks’ outstanding common stock on a fully diluted basis (which includes the shares issuable in connection with the conversion of the Samarium Debentures), with an exercise price equal to the conversion price of the Samarium Debentures; and a five year Class B Warrant to purchase up to 3.75% of Cryobanks’ outstanding common stock on a fully diluted basis (which includes the shares issuable in connection with the conversion of the Samarium Debentures), with an exercise price equal to $0.001 per share.

The Letter of Intent additionally includes a closing fee equal to 13% of the proceeds received by Cryobanks, and a separate warrant to purchase 1.125% of Cryobank’s outstanding common stock on a fully diluted basis (which includes the shares issuable in connection with the conversion of the Samarium Debentures), on the same terms as the Samarium warrants to a consultant, as well as a $35,000 structuring fee payable to Samarium.

Finally, the Letter of Intent requires that all of the current shareholders of Cryobanks agree to lockup the shares which they currently hold for one year from the effective date of the Merger, which lockup shall terminate as to 25% of the shares locked up by each shareholder on the 90^th, 180^th, 270^th and 365^th day following the Merger.

The Closing was expected to occur during the second quarter of 2007, which closing has not occurred to date. As such, there can be no assurance that such Merger will close. The Merger was planned to close subject to completion of due diligence by Samarium in its sole discretion, which was required to occur prior to June 15, 2007, which date has past, however, Samarium has conducted due diligence regarding the Merger and we anticipate that we will know if the Closing will occur within the next thirty (30) days. The provisions of any final Closing documents executed by Cryobanks and Samarium may or may not contain the terms and provisions described above and in the Letter of Intent, and may or may not be executed at all, as Samarium’s period of due diligence has expired as of the date of this filing.

Amendment To Senior Debenture

In March 2007, with an effective date of December 31, 2006, the Company, ABS Holding Company, Inc. and BH Holding Company, Inc., our wholly owned subsidiaries, Marc Ebersole, our Chief Executive Officer and Hyde Investments, Ltd. (“Hyde”), entered into an “Amendment Dated as of 12/31/06 to Senior Secured Convertible Debenture” (the “Second Extension”), to amend the terms of our Senior Secured Convertible Debenture originally entered into with Hyde on October 15, 2004 (“Senior Debenture”). The Senior Debenture had a balance of $552,500 as of December 31, 2006, which pursuant to the then terms of the Senior Debenture was due and payable on December 31, 2006. Pursuant to the Second Extension the due date of the Senior Debenture was extended to December 31, 2007. The total outstanding amount of the Senior Debenture was $633,500 as of June 30, 2007, which amount has since increased to $648,500 as of the filing of this report.

Amendment to Merger Agreement

On or about March 20, 2007, we entered into the “Fourth Amendment to Agreement and Plan of Merger,” with Cryobanks, whereby we amended the date Cryobanks was required to close the Merger by from March 31, 2007, to June 30, 2007. All other terms of the Merger Agreement remained the same as originally signed. We have not as of the date of this filing entered into any other amendments or extensions of the Merger Agreement, but are in discussions with Cryobanks to further extend the required closing date of such Merger Agreement. If Cyrobanks or Samarium is unwilling to further extend the required date of the Merger Agreement, such Merger will not occur and operations will continue as a valet parking and parking related services 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.

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, in India and Greece.

Additionally, 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 several other agreements pending, which there can be no assurance will close.

CRYOBANKS 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 approximately $95 to $150. The primary companies in this area are Cord Blood Registry and ViaCell. Cord Blood Registry. Cryobanks believes that the prices it charges for the storage of cord blood is competitive with 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 approximately $20,000 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 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 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.

PLAN OF OPERATIONS

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. The Company believes it will require an additional $150,000 in funding to continue its business operations for the next 12 months at its current levels and approximately $250,000 within the next 12 months to expand its business operations, not including any amounts which are due under the Hyde note, which there can be no assurance will be available on favorable terms, if at all.

COMPARISON OF OPERATING RESULTS

THREE MONTHS ENDED JUNE 30, 2007 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2006

We had net sales of $459,078 for the three months ended June 30, 2007, compared to net sales of $434,077 for the three months ended June 30, 2006, an increase in net sales of $25,001 or 5.8% from the prior period. The increase in net sales was mainly due to increased revenue from our Booting operations.

We had total costs and expenses for the three months ended June 30, 2007, of $632,232, compared to total costs and expenses of $935,621 for the three months ended June 30, 2006, a decrease in total costs and expenses of $303,389 or 32.4% from the prior period. The main reasons for the decrease in costs and expenses were a $282,605 or 94.7% decrease in interest expense, to $15,928 for the three months ended June 30, 2007, compared to $298,533 for the three months ended June 30, 2006, in connection with the beneficial conversion features on the Junior and Senior Convertible Debentures; and a $70,223 or 47.2% decrease in professional and consulting fees, to $78,428 for the three months ended June 30, 2007, compared to $148,651 for the three months ended June 30, 2006 in connection with amortization of prepaid consulting fees; which was offset by a $42,346 or 25.8% increase in compensation and benefits to $206,553 for the three months ended June 30, 2007, compared to $164,187 for the three months ended June 30, 2007, in connection with the increase in the number of employees.

We had a net loss of $173,154 for three months ended June 30, 2007, compared to a net loss of $501,544 for the three months ended June 30, 2006, a decrease in net loss of $328,390 or 65.5%, which decrease was mainly due to the $25,002 or 5.8% increase in net sales, coupled with the $303,389 or 32.4% decrease in total costs and expenses for the three months ended June 30, 2007, compared to the three months ended June 30, 2006.

SIX MONTHS ENDED JUNE 30, 2007 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2006

We had net sales of $940,951 for the six months ended June 30, 2007, compared to net sales of $829,648 for the six months ended June 30, 2006, an increase in net sales of $111,303 or 13.4% from the prior period. The increase in net sales was mainly due to increased revenue from our Booting operations.

We had total costs and expenses for the six months ended June 30, 2007, of $1,295,988, compared to total costs and expenses of $1,860,794 for the six months ended June 30, 2006, a decrease in total costs and expenses of $564,806 or 30.4% from the prior period. The main reasons for the decrease in costs and expenses were a $642,208 or 95.5% decrease in interest expense, to $30,295 for the six months ended June 30, 2007, compared to $672,503 for the six months ended June 30, 2006, in connection with the beneficial conversion features on the Junior and Senior Convertible Debentures; and a $22,069 or 7.6% decrease in other operating expenses, to $266,765 for the six months ended June 30, 2007, compared to $288,834 for the six months ended June 30, 2006, which was offset by a $87,632 or 26.7% increase in compensation and benefits to $416,175 for the six months ended June 30, 2007, compared to $328,543 for the six months ended June 30, 2006, in connection with the increase in the number of employees.

We had a net loss of $355,037 for the six months ended June 30, 2007, compared to a net loss of $1,031,146 for the six months ended June 30, 2006, a decrease in net loss of $676,109 or 65.6%, which decrease was mainly due to the $111,303 or 13.4% increase in net sales, coupled with the $564,806 or 30.4% decrease in total costs and expenses for the six months ended June 30, 2007, compared to the six months ended June 30, 2006.

LIQUIDITY AND CAPITAL RESOURCES

We had $56,098 of current assets as of June 30, 2007, consisting of $4,654 of cash and $51,444 of accounts receivable.

We had $127,706 of non-current assets as of June 30, 2007, which included equipment, net of depreciation of $56,967, which included a Company van, booting equipment, and valet equipment including signs, key storage equipment and various other valet parking equipment, and covenant not to compete, net of amortized amount of $70,739 as of June 30, 2007.

We had total current liabilities of $1,686,846 as of June 30, 2007, which included current portion of long-term debt of $635,928, which included the $633,500 which we had borrowed under the Hyde note as of June 30, 2007, and certain amounts of accrued but unpaid interest on such note, which is payable in full on December 31, 2007; accrued expenses of $870,303, which was mainly due to approximately $600,000 owed to London pursuant to the Consulting Agreement, described above; accounts payable to related parties of $97,819 in connection with amounts advanced to us by our Chief Executive Officer, Marc Ebersole, which is not interest bearing, and is payable on demand; accounts payable of $51,754 and bank overdraft of $31,042.

We had total non-current liabilities of $94,535, mainly related to loans payable, net of current portion, relating to the amount owed under our Junior Debentures (described above).

We had a working capital deficit of $1,630,748 and a total accumulated deficit of $15,545,967 as of June 30, 2007.

We had $155,732 of net cash used in operating activities for the six months ended June 30, 2007, which included $355,037 of net loss, and $73,454 of accounts payable, offset by $177,718 of accrued expenses, $90,473 of depreciation and amortization and $4,568 of accounts receivable.

We had $35,452 of net cash used in investing activities for the six months ended June 30, 2007, which was due solely to the purchase of fixed assets relating to the purchase of a truck, office furniture and booting equipment.

We had $185,675 of net cash provided by financing activities for the three months ended June 30, 2007, which included $97,819 of related party advance, $81,000 of proceeds from the Hyde Note, $5,000 of proceeds from credit advances, $41,305 of payments on debt, $13,508 of proceeds from note payable, and $1,389 of payments on notes payable to related parties.

We owed $592,500 in connection with the Hyde note as of December 31, 2006, and had borrowed an additional $41,000 under the Hyde note as of June 30, 2007, bringing the total to $633,500 as of June 30, 2007, and borrowed an additional $15,000 under the Hyde note as of August 13, 2007, bringing the current outstanding balance to $648,500. The Hyde note is due and payable on December 31, 2007, and bears interest at the rate of 10% per annum until paid, which amount is being accrued to date. The repayment of the Hyde note is secured by a security interest in all of our assets. The Hyde note is also convertible into shares of our common stock at any time at 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) $0.025.

We owed $86,750 under our Junior Debentures as of June 30, 2007, which are described in greater detail above, and which are non-interest bearing and due and payable on January 31, 2010. The Junior Debentures are convertible into shares of our common stock at the request of the holders, 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) $0.00025.

In January 2007, we borrowed $5,000 under a business line of credit with the Bank of America, which amount bears 18.24% interest per annum.

On January 12, 2007, we entered into a vehicle lease for a van to be used for parking services, which lease provides for us to pay $1,184 per month for a term of forty-seven (47) months.

Due to the $15,545,967 of accumulated deficit and negative working capital of $1,630,748 as of June 30, 2007, as well as the $648,500 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 2007. Meeting these commitments may be easier, assuming the Merger is finalized with Cryobanks, as pursuant to the Spinoff Agreement, certain of these liabilities will be assumed by our current officers and Directors and transferred to our current wholly owned subsidiaries which will be spun off into stand alone entities, 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We do not engage in transactions in derivative financial instruments or derivative commodity instruments. As of June 30, 2007, our financial instruments were not exposed to significant market risk due to interest rate risk, foreign currency exchange risk, commodity price risk or equity price risk.

ITEM 4. 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 Quarterly Report on Form 10-Q (the "Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure controls and procedures were not 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.

Through its assessment of our internal controls and procedures as of December 31, 2006, our management identified the following material weaknesses in our internal control over financial reporting, which weakness had not been addressed as of June 30, 2007:

(1)		Our financial and accounting organization is not adequate to support our financial accounting and reporting needs. Specifically, we do not maintain a sufficient number of personnel with an appropriate level of accounting knowledge commensurate with our financial reporting requirements and in fact, none of our personnel have significant technical and reporting experience. The lack of a sufficient number of personnel with an appropriate level of accounting knowledge contributed to the control deficiencies noted in items 2 through 5 below.
(2)		We do not maintain an Audit Committee, Compensation Committee, Code of Conduct or Ethics and/or a “whistle-blower” hotline. We do not currently have an independent Audit Committee to provide oversight of our financial statements. Additionally, we do not currently have an independent Compensation Committee to provide oversight of executive compensation, a Code of Conduct and Ethics for our senior management or employees, or a “whistle-blower” hotline to anonymously report suspicious activity.
(3)		We do not maintain effective controls against the risk of fraud. Specifically, an inadequate number of controls exist to ensure that safeguarding of our assets and to address potential fraud; we have not completed a fraud risk assessment; neither a Code of Conduct or Ethics has been implemented for our senior management; we do not have an internal control department; and as stated above, no “whistle-blower” policy or hotline is in effect.
(4)		We place an overwhelming amount of reliance on manual controls. In connection with our management’s review of accounting procedures as of December 31, 2006, it was determined that 94% of our controls were manual and that those manual controls were conducted infrequently, i.e. either monthly, quarterly, annually or on an unscheduled basis, and we do not believe that this percentage increased substantially, if at all during the six months ended June 30, 2007.
(5)		Additional material weaknesses are present in our control framework, including that:

	· Cash is not adequately secured prior to depositing such cash in the bank;
	· Contracts are not properly executed before work under such contracts begin;
	· No controls exist to ensure that all revenue, accounts receivable and cash receipt transactions have been posted to the correct account or recorded in the prior period;
	· No controls exist to ensure that all expense, accounts payable and cash disbursement transactions have been posted to the correct account or recorded in the proper period;
	· No controls exist to ensure that fixed assets accounted for physically exist;

· No controls exist to ensure that purchases have been properly approved or goods/services rendered; and

· An inadequate number of employees has created issues regarding those employees separation of duties and job functions

The control deficiencies in item (1) above, and to a lesser extent, the control deficiencies listed in items (2) through (5) above resulted in us filing our Annual Report on Form 10-KSB for the period ended December 31, 2005, past such deadline as required by the Securities and Exchange Commission, caused us to file several other of our Quarterly Reports on Form 10-QSB on the extended deadline such reports are required to be filed with the Commission, and may have attributed to the errors in our audited financial statements for the periods ended December 31, 2004 and December 31, 2005, as well as our unaudited interim consolidated financial statements for the quarters ended March 31, 2005 and June 30, 2005, and our unaudited interim consolidated financial statements for the quarters ended September 30, 2005, March 31, 2006, June 30, 2006 and September 30, 2006, which we believe can no longer be relied will need to be restated. Additionally, each of the control deficiencies described in items (1) through (5) above could result in a misstatement in our annual or interim consolidated financial statements moving forward that may not be prevented or detected. Management has determined that each of the control deficiencies described in Items (1) through (5) constitutes a material weakness to our controls over financial reporting.

The deficiencies set forth above have been noted by our management. Throughout fiscal 2007, we hope to put in place controls and procedures and/or plans of action to address the deficiencies set forth in items (1) through (5) above, of which there can be no assurance, and which control deficiencies have not been remedied as of June 30, 2007.

(b) Changes in internal control over financial reporting. There were no changes in the Company's internal control over financial reporting during the fiscal quarter represented by this quarterly report that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. 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.

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.

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 1A. RISK FACTORS.

You should carefully consider the following risk factors and other information in this quarterly report on Form 10-Q before deciding to become a holder of our Common Stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.

Our business and the value of our common stock are subject to the following Risk Factors:

COMPANY RISK FACTORS

Need For Additional Financing.

The Company requires approximately $80,000 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 owed $552,500 to Hyde as of December 31, 2006 and owes $648,500 to Hyde as of the filing of this report, in connection with its Senior Debenture (as described above), and approximately $620,000 of consulting fees to London, in connection with the Consulting Agreement, described above as of June 30, 2007, 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 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 $648,500 to Hyde in connection with the Senior Debenture described above. The Senior Debenture is due and payable on December 31, 2007. As of June 30, 2007, the Company had negative working capital of $1,630,748, $4,654 of cash on hand and a $31,042 bank overdraft 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 $648,500 to repay the Senior Debenture on December 31, 2007, 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 $0.025. 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.

A LARGE PERCENTAGE OF OUR REVENUES FOR THE YEAR ENDED DECEMBER 31, 2006, CAME FROM A SMALL NUMBER OF PARKING LOTS AND IF WE WERE TO LOSE THOSE PARKING LOTS AS CLIENTS, OUR REVENUES WOULD BE ADVERSELY AFFECTED.

During the year ended December 31, 2006, approximately 23% of our revenues came from valet parking services in connection with one parking lot, and a total of approximately 51% of our revenues came from a total of only three parking lots. Because of this high concentration of revenues, if we were to lose any of those three parking lots as clients, our revenues would likely decrease substantially. As a result, if we were to lose any of those lots as clients, and were not able to replace such lot or lots with similarly sized clients, we could be forced to curtail or abandon our business operations and any investment in our common stock could decline in value and/or 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, 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.

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

We had total current liabilities of $1,686,846 at June 30, 2007. We had current assets of $56,098, a bank overdraft of $31,042 and negative working capital of $1,630,748 as of June 30, 2007. 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 WILL FACE SUBSTANTIAL ADDITIONAL EXPENSES IN THE FUTURE, WHICH EXPENSES WE MAY NOT BE ABLE TO AFFORD, IN CONNECTION WITH THE FACT THAT WE WILL BECOME AN ACCELERATED FILER, AND THEREFORE BE REQUIRED TO PERFORM AN ANNUAL REPORT OF OUR CONTROLS AND PROCEDURES.

Since and including the filing of our Form 10-K for the year ended December 31, 2006, we have been classified as an "accelerated filer," are no longer be able to file small business reports, are required to file our quarterly reports within 40 days (subject to a five calendar day extension) of our year end and our annual reports within 75 days of our year end (subject to a 15 calendar day extension), and are required to conduct an annual assessment of our internal controls and procedures. We anticipate these increased and accelerated filing requirements will require us to expend substantial additional legal and accounting expenses. Furthermore, our management will likely need to devote a substantial amount of time to these new compliance and filing requirements, which could take away from the time they have to spend on company matters. Finally, the required testing of our internal controls by us and our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting which are deemed to be material weaknesses and may require us to expend additional substantial expenses in bringing such controls and procedures in check with the Commission's guidelines. If we are not able to file our quarterly and annual reports within the accelerated deadlines set forth by the Commission, and we fail to file such reports on a timely basis three (3) times in any twenty-four (24) month period, of which we have already been late once during the current twenty-four (24) month period, our securities will be de-listed from the OTC Bulletin Board and the value of our common stock could become worthless. Additionally, the significant additional time and expense our status as an "accelerated filer" will create for us and our management could take away from the time and capital we have to spend on our business operations and could cause the value of our common stock to decline in value. Furthermore, if we are found to have deficiencies in our controls and procedures, and are not able to comply with the requirements in a timely manner, the market price of our stock could decline, and we could be subject to sanctions or investigations by the Commission or other regulatory authorities, which would likely require us to expend additional financial and management resources, which resources we may not have, and which may force us to curtail or abandon our business operations.

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.

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.

OUR MANAGEMENT HAS CONCLUDED PURSUANT TO A REVIEW OF OUR INTERNAL CONTROLS OVER FINANCIAL REPORTING, THAT OUR CONTROLS AND PROCEDURES ARE NOT EFFECTIVE TO INSURE THAT INFORMATION IS TIMELY COMMUNICATED TO OUR MANAGEMENT TO ALLOW TIMELY DECISIONS REGARDING OUR REQUIRED DISCLOSURES.

Our management evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2006 and based on that evaluation and the existence of certain material weaknesses in our internal controls, concluded that such disclosure controls and procedures were not effective as of December 31, 2006. That conclusion was based on several weaknesses which were found in our internal control over financial reporting which are disclosed in greater detail in our Form 10-K for the year ended December 31, 2006, under the heading “Item 9A. Controls and Procedures.”

Although our management will attempt to address and eliminate those weaknesses during the 2007 fiscal year, until such weaknesses are addressed, if ever, they may prevent us from timely filing our periodic reports with the Commission (which could in turn force us to be delisted from the OTCBB, as described in greater detail below) or could result in a misstatement in our annual or interim consolidated financial statements (such as occurred for numerous of our previously filed financial statements, which we now believe will need to be restated, as described in greater detail above under “Controls and Procedures”), which could materially misstate one or many of our financial results or disclosures moving forward and could require that such financial information will need to be restated and/or corrected in the future. Until we address and correct the weaknesses in our internal controls, our financial statements may be materially incorrect and/or need to be corrected or restated in the future, which could cause us to expend substantial funds and resources in the correction and/or restatement of such financial information, if such errors or omissions are found, of which there can be no assurance. The required payment of such funds and/or the misstatement of our financial statements could cause the value of our common stock to decrease and/or become worthless and could also open us up to investor lawsuits, if investors purchase our common stock based on inaccurate or materially misleading financial information.

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 of August 13, 2007, 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.

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 a net loss of $2,051,539 for the year ended December 31, 2006, a net loss of $355,037 for the six months ended June 30, 2007, and because we had an accumulated deficit of $15,545,967 at June 30, 2007. 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 CURRENT TWENTY-FOUR (24) MONTH PERIOD, OR ARE LATE THREE TIMES IN ANY SUBSEQUENT TWENTY-FOUR (24) MONTH PERIOD, 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-Q's or 10-K'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 were late in filing our Form 10-KSB for the period ending December 31, 2005, if we are late in our periodic filings two more times during the next four fiscal quarters 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.

INVESTORS MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK DUE TO FEDERAL REGULATIONS OF PENNY STOCKS.

Our common stock will be subject to the requirements of Rule 15(g)9, promulgated under the Securities Exchange Act as long as the price of our common stock is below $4.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. Generally, the Commission defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $4.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.

WE CURRENTLY HAVE A LIMITED, SPORADIC AND VOLATILE MARKET FOR OUR COMMON STOCK, WHICH MARKET WE ANTICIPATE REMAINING LIMITED, SPORADIC AND VOLATILE IN THE FUTURE.

We currently have a limited, sporadic and volatile market for our common stock, which we anticipate 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.

RISK FACTORS RELATING TO

CRYOBANKS*

* Please see "Company Risk Factors," above 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 A 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. Although $-0- has been raised to date, Cryobanks has previously entered into a Letter of Intent with a third party to raise approximately $9,000,000 in funding as described above under “Recent Events.” 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.

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. 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.

Additionally, 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 believes it 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.

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 it 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.

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. Brunoehler, 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.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

On or about May 23, 2007, our management became aware of certain unsolicited fax blast communications and a large advertisement in the USA Today, listing the Company’s name and including certain information regarding Cryobanks International, Inc.’s (“Cryobank’s”) proposed Merger with the Company.

Neither we nor our management were aware of, paid for, approved, and/or had any connection or knowledge of the unsolicited fax blast and USA Today advertisement discussing the Company and Cryobanks, prior to the release of such information.

We strongly caution potential investors against relying on any disclosures made in any faxes and/or advertisements they receive regarding the Company, which are not officially disseminated by the Company and/or filed on a reputable financial website such as Yahoo.com/finance or prnewswire.com, or similar websites. Furthermore, we strongly caution potential investors to read the Company’s latest SEC filings at www.sec.gov and to review the Company’s disclosures regarding its financial position and results of operations and the conditions precedent which must occur before the closing of the proposed merger with Cryobanks, before making any investment in the Company.

Furthermore, we would like to make it clear that the proposed Merger with Cryobanks is subject to Cryobanks raising a substantial amount of money and extending the date of Closing with Samarium, which to the best of our knowledge, Cryobanks has not raised the required capital to date and which extension with Samarium has not been reached, and as such, we can provide no assurances that the proposed merger will close and/or that our operations will ever change from our current parking and related services to cord blood storage and cell stem research.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a) EXHIBITS

Exhibit No.	Description

2.1(1)	Agreement and Plan of Merger

2.2(1)	Subsidiary Transfer Agreement

2.3(+)	First Amendment to Agreement and Plan of Merger

2.4(5)	Second Amendment to Agreement and Plan of Merger

10.1(2)	Stock Exchange Agreement

10.2(2)	Junior Convertible Debenture - The Morpheus Trust

10.3(2)	Junior Convertible Debenture - The Gateway Real Estate Investment Trust

10.4(2)	Junior Convertible Debenture - Picasso, LLC

10.5(2)	Junior Convertible Debenture - Burton Partners, LLC

10.6(2)	Junior Convertible Debenture - Livingston Investments, Ltd.

10.7(2)	Senior Secured Debenture with Hyde Investments, Ltd.

10.8(2)	Security Agreement

10.9(2)	Marc Ebersole's Employment Agreement

10.10(2)	Marc Ebersole's Covenant Not To Compete

10.11(2)	Consulting Agreement

10.12(2)	Warrant Agreement

10.13(3)	Addendum to Stock Exchange Agreement

10.14(3)	General Release and Settlement Agreement

10.15(4)	Consulting Agreement with Financial Systems International

10.16(4)	Warrant Agreement with Financial Systems International

10.17(4)	Agreement to Extend Senior Secured Convertible Debenture with Hyde

10.18(1)	Amendment to Consulting Agreement

10.19(6)	Third Amendment to Agreement and Plan of Merger

10.20(7)	Letter of Intent between Cryobanks and Samarium

10.21(7)	Amendment to Senior Debenture

10.22(8)	Fourth Amendment and Plan of Merger with Cryobanks

10.23(9)	Amendment to Letter of Intent between Samarium and Cryobanks

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

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

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

(+) Filed as an exhibit to our Form 10-QSB filed on May 22, 2006, and incorporated herein by reference.

(5) Filed as an exhibit to our Form 10-QSB filed on August 21, 2006, and incorporated herein by reference.

(6) Filed as an exhibit to our Form 10-QSB filed on November 20, 2006, and incorporated herein by reference.

(7) Filed as exhibits to our Form 8-K filed on March 14, 2007, and incorporated herein by reference.

(8) Filed as an exhibit to our Form 8-K filed on March 22, 2007, and incorporated herein by reference.

(9) filed as an exhibit to our Quarterly Report on Form 10-QSB, filed with the Commission on May 15, 2007, and incorporated herein by reference.

* Filed herein.

b)	REPORTS ON FORM 8-K

Reports filed during the three months ended June 30, 2007:

	·	We filed a report on Form 8-K on April 2, 2007, to report that our audited consolidated financial statements for the years ending December 31, 2004 and December 31, 2005, as well as our unaudited interim consolidated financial statements for the quarters ended March 31, 2005 and June 30, 2005, and our unaudited interim consolidated financial statements for the quarters ended September 30, 2005, March 31, 2006, June 30, 2006 and September 30, 2006, could no longer be relied upon because of accounting errors and would need to be restated.

	·	We filed a report on Form 8-K on May 24, 2007, to caution investors not to rely in information in any unsolicited fax blasts and/or in the USA Today, which was not solicited by and/or approved by the Company.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BIOSTEM, INC.

DATED: August 14, 2007	By: /s/ Marc Ebersole
	Marc Ebersole
	Chief Executive Officer, Chief Financial Officer, (Principal Accounting Officer), Treasurer, Secretary and Director

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Emarine Global (EMRN) 10-Q2007 Q2 Quarterly report

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