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

                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the Fiscal Year Ended: June 30, 2004

                         Commission File Number: 0-16375

                               ThermoGenesis Corp.
             (Exact name of registrant as specified in its charter)

        Delaware                                        94-3018487
(State of incorporation)                    (I.R.S. Employer Identification No.)

                                2711 Citrus Road
                        Rancho Cordova, California 95742
                        --------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (916) 858-5100
                                 --------------
              (Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, $0.001
par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding  twelve 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. [X] Yes   [ ] No

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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). [X] Yes [ ] No

The  aggregate  market  value of the common stock held by  non-affiliates  as of
December  31,  2003 (the last  trading  day of the second  fiscal  quarter)  was
$213,876,725, based on the closing sale price on such day.

As of August 20, 2004,  44,843,919 shares of the Registrant's  Common Stock were
outstanding.

Documents  incorporated  by  reference:   Portions  of  the  registrant's  proxy
statement  for its 2004  Annual  Meeting of  Stockholders  are  incorporated  by
reference into Part III hereof.

<PAGE>

                                TABLE OF CONTENTS

                                                                     Page Number
                                                                     -----------

Part I

ITEM 1.       Business......................................................3
              (A) Overview of Business......................................3
              (B) Clinical Summary Status...................................4
              (C) Competition...............................................7
              (D) Research and Development..................................8
              (E) Description of Device Manufacturing.......................8
              (F) Government Regulation....................................10
              (G) Patents and Proprietary Rights...........................11
              (H) Factors Affecting Future Results.........................13
              (I) Licenses and Distribution Rights.........................17
              (J) Employees................................................19


ITEM 2.       Properties...................................................19

ITEM 3.       Legal Proceedings............................................19

ITEM 4.       Submission of Matters to a Vote of Security Holders..........19


Part II

ITEM 5.       Market for the Registrant's Common Stock and Related 
                  Stockholder Matters......................................20

ITEM 6.       Selected Financial Data......................................21

ITEM 7.       Management's Discussion and Analysis of Financial 
                   Condition and Results of Operations.....................22
              (a) Overview.................................................22
              (b) Results of Operations....................................25
              (c) Liquidity and Capital Resources..........................28

ITEM 7A.      Quantitative and Qualitative Disclosures about Market Risk...30

ITEM 8.       Financial Statements and Supplementary Data..................31

ITEM 9.       Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure.................................56

ITEM 9A.      Other Information............................................56

ITEM 9B       Controls and Procedures......................................56


Part III

ITEM 10.      Directors and Executive Officers of the Registrant...........56

ITEM 11.      Executive Compensation.......................................56

ITEM 12.      Security Ownership of Certain Beneficial Owners and 
                  Management...............................................56

ITEM 13.      Certain Relationships and Related Transactions...............56

ITEM 14.      Principal Accountant Fees and Services.......................56


Part IV

ITEM 15.      Exhibits and Financial Statement Schedules...................57
              (A) Financial Statements.....................................57
              (B) Exhibits.................................................58

                                       2

<PAGE>


                                     PART I


ITEM 1.       BUSINESS
              --------

(A)      Overview of Business
         --------------------

ThermoGenesis  Corp. ("the Company",  "we",  "our")  incorporated in Delaware in
July   1986,   designs,    manufactures   and   distributes   blood   processing
systems---CryoSeal(R)  Fibrin Sealant ("FS") System and BioArchive(R) System and
their companion  products--- that enable the manufacture of surgical sealants or
cell therapy drugs from donor blood. These "enabling technologies" are sold into
two distinct markets: Blood Processing and Hospital/Wound Care centers. Both the
CryoSeal and BioArchive systems consist of an automated blood processing device,
and  dedicated  sterile  single-use   disposables  that  our  customers  use  to
manufacture surgical sealant and cell therapy products sourced from single units
of blood. These products include  hematopoietic  stem cells from  placental/cord
blood for bone marrow rescue  transplants  and blood derived  proteins and wound
healing growth factors that provide surgeons with a means of arresting  bleeding
and/or bonding excised tissue together thereby initiating cellularFrepair of the
excised  tissues.  These  growth  factors are also  reported to  accelerate  the
healing of damaged  bones and  chronic  dermal  wounds.  Initially,  the Company
developed its ThermoLine  products for ultra rapid freezing and thawing of blood
components.

The Company markets and sells its products through both a direct sales force and
independent  distributors.  The  principal  geographic  markets  are the  United
States,  Europe, Japan and Asia-Pacific.  The Company also sells its products in
Canada and Latin America.

Blood Processing
----------------

The Company  produces the BioArchive  System and  Accessories,  the ThermoLineTM
Ultra-Rapid Plasma Thawers and Ultra-Rapid Plasma Freezers.

The  BioArchive  System  is  a  robotic  liquid  Nitrogen  Storage  System  with
integrated  controlled  rate  freezers.  The BioArchive  technology  enables the
processing,  cryopreservation  and  archiving  of  single  unit  of  donor  cell
specimens in liquid nitrogen (-196 degree centigrade)  without harmful transient
warming  events by  eliminating  manual  transfer of samples from the controlled
rate freezer to the  quarantined  freezer and to storage  freezers.  The robotic
storage and retrieval  reduces  losses of cell  viability,  provides  consistent
handling and eliminates misplacement of samples.

The BioArchive  Accessories  and  Disposables  include  overwrap bags,  sealers,
expressors, a manual retrieval device,  canisters,  processing bags and freezing
bags. The 25 ml freezer bag provides  consistent  sample geometry (shape,  size,
volume) and repeatable freeze characteristics for each unit for traceable freeze
process.

The BioArchive  System,  Accessories and Disposables are sold to both Public and
Private Cord Blood Banks.

The ThermoLine  Ultra-Rapid  Plasma Thawers are used for thawing stored RBC (red
blood cells) or FFP (fresh frozen plasma) before their transfusion. A process of
rapid  homogenous  thawing of frozen  plasma or red blood cells is  desirable so
that  emergency  transfusions  can be quickly  administrated.  The sealed system
(membrane  thawer  pockets)  allows the hospital blood bank to thaw frozen blood
plasma in approximately  twelve minutes with substantially  reduced  maintenance
requirements and with reduced airborne contaminants.

The Ultra-Rapid  Plasma Freezers  optimize plasma freezing through unique liquid
heat transfer and uniform freezing technologies.  The snap-seal membrane pockets

                                       3

<PAGE>

accommodate   plasma   bags  of  various   sizes  and  reduce   possibility   of
contamination.  Conventional  freezing  systems  rely  on  air  blast  freezing;
however, this method requires a considerable length of time to thoroughly freeze
a unit of FFP.

The market for Ultra  Rapid  Plasma  Freezers is  concentrated  within the blood
banks,  blood  transfusion  centers,  and plasma  collection  centers around the
world. Another category of customer is the facilities where plasma fractionators
collect  blood  plasma  from  paid  donors.   These  customers   require  large,
high-capacity freezers.

Hospital/Wound Care
-------------------

The Company produces the CryoSeal FS System and a Thrombin Processing Device for
the Hospital/Wound Care Market.

Fibrin sealants are a type of protein gel used by surgeons as hemostatic  agents
(material  used to control or stop bleeding) or to glue tissue  together  during
surgery.  While  sutures and  staples  will bring  tissue  edges  together  very
effectively,  they do not have inherent sealing and clotting activity or certain
growth factors which induce the regeneration of damaged tissue.

Conventional   "first  generation"  fibrin  sealants  sourced  from  "pools"  of
thousands  of  purchased  units of plasma are used  today for a wide  variety of
surgical  procedures.  These  include  the  major  blood-loss  surgeries  of the
cardiovascular,  pulmonary,  and liver regions. Fibrin sealants are used to seal
needle holes,  pulmonary leaks, and to seal slow oozing wounds.  Fibrin sealants
provide  excellent  adhesion for skin graft,  plastic  surgery  procedures,  and
sealing the dura to prevent cerebral spinal fluid leaks.

The  CryoSeal  FS System  simultaneously  produces  fibrin  sealant  components,
fibrinogen-rich  cryoprecipitate and thrombin,  from a single unit of autologous
plasma in about 1 hour.  The system is convenient and easy to use with minimized
"hands-on" time through system automation. The CryoSeal ("CS-1") device displays
step-by-step instructions.  The system allows creating customized fibrin sealant
kits depending on the volume required. Each kit may contain up to 6 ml of fibrin
sealant.

CryoSeal FS components are prepared in a closed system from  autologous  plasma,
eliminating  the risks  associated with pooled plasma  products.  CryoSeal FS is
100%  human  and  contains  no bovine or  animal  components  and no  synthetics
(gluteraldehyde, cyanoacrylate).

CryoSeal FS has CE Mark  approval and is available in Europe,  Latin America and
Canada.  In the US, the Company is completing  its Food and Drug  Administration
("FDA")  Phase  III  clinical  trial  utilizing   CryoSeal  sealant  to  achieve
hemostasis after liver resection surgery.

The Thrombin  Processing  Device is available as part of the CryoSeal FS system.
It is a unique, sterile single use disposable, which can produce approximately 8
ml of  activated  thrombin  from a 10 ml aliquot  of the  patient's  blood.  The
Thrombin Processing Device is also available as a stand alone product for spinal
surgery and is sold to Interpore Cross for distribution in Europe.

(B)      CLINICAL SUMMARY STATUS
         -----------------------

Other than initial  filing of  applications  and final  agency  approval of such
applications,  the Company does not comment on the day-to-day details of ongoing
clinical activities.

     CryoSeal FS System:
     -------------------

     (1)  As  of  July  15,  2001  the  Company   successfully   completed   the
          pre-clinical studies designed to characterize  CryoSeal Fibrin Sealant
          for our  Investigational  Device Exemption  ("IDE")  submission to the
          FDA:

                                       4

<PAGE>

          o    Chemical  Characterization  of the  Thrombin and  Fibrinogen  and
               Protein-rich  Cryoprecipitate.  In vitro assays were performed to
               demonstrate the reproducibility of the system and its performance
               across a  significant  sampling of donor  plasmas,  the impact of
               system  variables  on  system  performance,  including  fresh vs.
               frozen   plasma,   starting   plasma   volume  and  the  type  of
               anticoagulant  present,  the protein  composition  as well as the
               short  and  long  term   stability  of  the  final  thrombin  and
               cryoprecipitate preparations.

          o    Determination   of  Tensile   Strength   of  the   Thrombin   and
               Fibrinogen-rich  Cryoprecipitate.  In vitro tensile  (mechanical)
               strength  measurements were performed on CryoSeal Fibrin Sealant,
               as well as a commercial fibrin sealant,  using equipment designed
               for such purpose.

          o    Demonstration of Pre-Clinical Efficacy of CryoSeal Fibrin Sealant
               during Pig Liver Resectioning. An in vivo animal model, pig liver
               resectioning,  was  performed to refine the technique of applying
               the CryoSeal  Fibrin Sealant to the surgical site,  determination
               of the time to hemostasis.

     (2)  In  March  of 2001,  CE Mark  approval  was  granted  by the  European
          community,  thus  approving  the  CryoSeal  FS System  for  commercial
          activities  within  the  European  Community.  A  number  of  European
          clinical   studies  are  planned   during  the  fiscal  year  2004  to
          demonstrate  the  product's  efficacy  with a wide  array of  surgical
          procedures.

     (3)  In May of 2001,  a license  was  granted  by the  Canadian  government
          approving the CryoSeal FS System for commercialization within Canada.

     (4)  In August 2001, an IDE was filed with the FDA  requesting  approval to
          initiate Phase III human clinical trials for liver  resectioning.  The
          filing  and the  approval  of the  results  of the phase III  clinical
          trials  will  enable the Company to  immediately  initiate  commercial
          activities for the CryoSeal FS System in the United States.

     (5)  On July 31,  2002,  the Company  announced  that an  independent  Data
          Safety   Monitoring   Board   ("DSMB"),   comprised  of  surgeons,   a
          biostatician  and  an  ethicist,   recommended   proceeding  with  the
          multi-center pivotal trial for the CryoSeal FS System.

     (6)  As of June 30, 2004,  the Company was  continuing  to enroll  patients
          into our Phase III clinical study at multiple US teaching hospitals.

     Non-US Clinical Studies
     -----------------------

     (1)  Bellaria-Maggiore  Hospital  in  Bologna,  conducted  a study  titled,
          "Production  and Use of Fibrin  Glue at Blood  Transfusion  Service of
          Bellaria-Maggiore   Hosptial   Bologna".   The  authors  report  on  a
          retrospective  controlled  evaluation  of the  efficacy  and safety of
          autologous  CryoSeal  FS Fibrin  Sealant.  The  thirty  (30)  patients
          receiving CryoSeal FS had a significantly  lower number of blood units
          transfused  and  were  significantly  less  anemic  at  discharge.  In
          addition,  the  evaluation  shows  shorter  hospital stay in the group
          receiving CryoSeal FS.

     (2)  St.  Michael's  Hospital,  University of Toronto  Canada  compared the
          influence of allogeneic units  transfused of pre-operative  autologous
          donation  ("PAD"),  and usage of CryoSeal  FS.  There were 21 patients
          included in the study. They found that using PAD and CryoSeal compared
          with using only PAD decreased  the usage of allogeneic  blood from 2.5
          units to 1.25 units/transfused patient.

                                       5

<PAGE>

     (3)  Mercuriali et al., study titled,  "Efficacy of 'Home-Made' Fibrin Glue
          in Reducing  Bleeding in Liver  Resections",  reported a comparison of
          using CryoSeal FS and commercial fibrin sealant on patients undergoing
          liver  resections.  The  results  show that  using  CryoSeal  FS gives
          similar outcomes compared with Tissucol  from  Baxter.   There were 30
          patints included in the study.

     (4)  Ottawa Civic  Hospital is  conducting  a randomized  trial to evaluate
          hemostasis in surgical  procedures  for ear, nose and throat using the
          CryoSeal FS System. The study involves  one-hundred (100) patients and
          is on-going.

     (5)  Asahi Medical Ltd. has  completed the CryoSeal FS study in Japan.  The
          study evaluated the hemostatic  ability of the CryoSeal Fibrin Sealant
          during  multiple  surgical  procedures.  Submission  to  the  Japanese
          Ministry of Health is expected in early FY2005. There were 70 patients
          included in the study.

                                       6

<PAGE>
 (C) Competition
     -----------

     Blood Processing
     ----------------

        o      Cord Blood Banking and Cell Therapy
               -----------------------------------

               The  competition  is  limited  to   manufacturers  of  individual
               cryogenic components (dewars,  controlled rate freezers, etc.) of
               conventional systems, such as Taylor Wharton and MVE.

               The Company  anticipates greater demand for the BioArchive System
               and  compatible  disposables  as cell therapy  companies  work to
               develop  products that are more end user friendly and provide the
               manufacturer with greater logistical flexibility. This could lead
               to other  competitors  emerging to provide various products which
               deliver one or more of the needed enabling  technologies  for the
               future growth of the cell therapy industry.


        o      Freezers:  North American Competitors
               -------------------------------------
               In  North  America,  the  three  major  manufacturers  of  Plasma
               Freezers are the Company,  SPX/SGA Division and Forma Scientific.
               ThermoGenesis  Corp.  utilizes a liquid  heat  transfer  freezing
               method while Forma  Scientific  and SPX use an air blast freezing
               method.

               Thawers:  North American Competitors
               ------------------------------------

               In North America,  the major  manufacturers of Plasma Thawers are
               the Company, Helmer, Cytotherm and Genesis.

     Hospital/Wound Care Market
     --------------------------

        o      Commercial Fibrin Sealants
               --------------------------

               The Company is aware of five  companies  which have  developed or
               are  developing   commercial  fibrin  glues:  Baxter,   Hemacure,
               Aventis, Vivolution and Omrix Pharmaceuticals ("Omrix").

               To date,  only  Baxter,  Hemacure,  and Omrix have  received  FDA
               approval to market their products in the US.

               The main competitor is Baxter, which markets  Tisseel/Tissucol in
               the US and in Europe.

               Aventis markets  Beriplast in Europe and Japan and is the largest
               manufacturer of fibrin sealant  outside the US.  Beriplast is not
               available in the US.

        o      Thrombin Processing Devices ("TPD")
               -----------------------------------

               The only  competition  for the  ThermoGenesis  TPD in the U.S. is
               bovine thrombin.

               In Europe, two companies e.g.,  Medtronic,  Harvest  Technologies
               offer a thrombin  processing  device  which  integrated  in their
               platelet gel systems.

               Dideco has released the Activat device in Europe,  which produces
               autologous thrombin.

                                       7

<PAGE>

(D)  Research and Development
     ------------------------

     The Company is focused on the  development  of new product line  extensions
     and  on  improvements  to  existing  products.   The  future  research  and
     development  activities of the Company will be devoted to the completion of
     the  CryoSeal  System's  human  clinical  trial for the control of bleeding
     during liver resectioning  surgery,  and additional products or significant
     upgrades to existing  products  associated with the BioArchive and CryoSeal
     product  platforms.  Research and Development  expense reflects the cost of
     these activities,  as well as the costs to obtain  regulatory  approvals of
     new products and  processes and to maintain the highest  quality  standards
     with respect to existing  products.  The Company's research and development
     expenses were $3,472,000 or 30% of net revenues in 2004,  $2,937,000 or 29%
     of net revenues in 2003 and  $2,283,000 or 24% of net revenues in 2002. See
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations."

(E)  Description of Device Manufacturing 
     -----------------------------------

     The Company is currently  manufacturing all major instruments and equipment
     sold by the  Company,  as well as  manufacturing  a  limited  number of its
     disposable products (Thrombin Reagent and the BioArchive Overwrap Bag). The
     manufacturing  site is compliant to the FDA's  Quality  System  Regulations
     ("QSR"),  the European ISO 9001 and ISO 13485.  The Company  believes  that
     vendors used by the Company are capable of producing sufficient  quantities
     of all required  components.  Products  manufactured or sold by the Company
     are warranted against defect in manufacture for major instrument  equipment
     for a period of 12 months from  shipment or  installation,  as  applicable,
     when used for the equipment's  intended purpose,  which warranties  exclude
     consequential damages to the extent allowed by law.

          Instrument  Manufacturing-  The Company  manufactures  the  BioArchive
          instrument,  the Auto-Expressor,  CS-1 instrument,  Ultra Rapid Plasma
          Freezers  and  Ultra  Rapid  Plasma  Thawers  at its ISO  9001 and FDA
          Compliant  Rancho  Cordova,  CA facility.  The Company  assembles  the
          hardware  from  multiple  subassemblies  supplied  by a wide  base  of
          skilled  suppliers.   However,   the  Company   manufactures   certain
          sub-assemblies,   e.g.,   the  BioArchive   robotic,   barcode-reading
          periscope, in their entirety at the Rancho Cordova facility. All parts
          and  subassemblies  are procured  from  qualified  suppliers.  Trained
          ThermoGenesis   employees  inspect  incoming  parts  and  sub-assemble
          products and perform final QC release based on  performance  criteria.
          All processes  are  procedurized  and either  verified or validated to
          ensure products meet specification.

          Disposables Manufacturing- The Company utilizes contract manufacturers
          with FDA  registered  facilities  that we believe  have the  technical
          capability  and production  capacity to  manufacture  our CryoSeal and
          BioArchive  disposables.  However,  there are two disposables  that we
          manufacture in house.

               Thrombin Reagent and BioArchive  Overwrap Bag  Manufacturing- The
               manufacturing  process  for the  Thrombin  Reagent  occurs at two
               different  facilities,  ThermoGenesis  Corp.  and  at a  contract
               manufacturer.  We perform the initial manufacturing  processes at
               our manufacturing facilities. After filling and stoppering of the
               syringes,  the syringes are shipped to our contract  manufacturer
               where they are terminally  sterilized,  individually  labeled and
               packaged.  Our Quality  Assurance  Department is responsible  for
               final  product  release.   All  processes   associated  with  the
               manufacture of the BioArchive overwrap bag occur at the Company's
               manufacturing facility.

                                       8

<PAGE>

The majority of the materials used to produce the Company's products are readily
available   from  various   sources.   Based  upon  current   information   from
manufacturers,  the Company does not anticipate  any shortage of supply.  In the
event  that  it  becomes  necessary  for us to  obtain  raw  materials  from  an
alternative  supplier,  we would  first  be  required  to  qualify  the  quality
assurance systems and product of that alternative supplier.

                                       9

<PAGE>

We, as well as any  contract  manufacturers  of our  products,  are  subject  to
inspections  by the  FDA and  other  regulatory  agencies  for  compliance  with
applicable  good  manufacturing  practices,   codified  in  the  Quality  System
Regulation  ("QSR's"),  which  include  requirements  relating to  manufacturing
conditions, extensive testing, control documentation and other quality assurance
procedures.  Our facilities have undergone an ISO 9001 and ISO 13485 and Medical
Device Directives ("MDD") inspection,  in preparation for obtaining a CE Mark on
our products, in addition to an FDA and State Food and Drug inspections. Failure
to obtain or maintain necessary regulatory approval to market our products would
have a material adverse impact on our business. See "Factors Affecting Operating
Results."

(F)  Government Regulation
     ---------------------

The product  development,  pre-clinical  and  clinical  testing,  manufacturing,
labeling,  distribution,  sales,  marketing,  advertising  and  promotion of the
Company's  research,  investigational,   and  medical  devices  are  subject  to
extensive  government  regulation  in the  United  States,  and  also  in  other
countries.  These national agencies and other federal,  state and local entities
regulate,  among other things,  development activities and the testing (in vitro
and in clinical trials), manufacture, safety, effectiveness,  labeling, storage,
record keeping, approval, advertising and promotion of our products.

The extent of the  process  required  by the FDA before a medical  device may be
marketed in the United States depends on the  classification  of device.  If the
medical  device is a Class  III such as the  CryoSeal  FS  System,  the  process
includes the following:

o    Extensive pre-clinical laboratory and animal testing;

o    Submission  and  approval  of an  Investigational  Device  Exemption  (IDE)
     application;

o    Human  clinical  trials to establish the safety and efficacy of the medical
     device for the intended indication; and

o    Submission and approval of a Pre-Market Application ("PMA") to the FDA.

Pre-clinical     tests    include     laboratory     evaluation    of    product
chemistry/biochemistry  and animal studies to assess the potential safety of the
product.  Safety  testing  includes  tests  such  as  biocompatibility,  package
integrity and stability.  Pre-clinical  tests must be performed by  laboratories
that comply with the FDA's Good Laboratory Practices ("GLP's") regulations.  The
results of the  pre-clinical  tests are  submitted  to the FDA as part of an IDE
application  and are reviewed by the FDA before human clinical trials can begin.
Human clinical trials begin when IDE approval is granted.

Clinical  trials  involve  the  application  of the  medical  device or biologic
produced by the medical device to patients by a qualified  medical  investigator
according  to an approved  protocol and approval  from an  Institutional  Review
Board ("IRB").  Clinical trials are conducted in accordance with FDA regulations
and an approved protocol that detail the objectives of the study, the parameters
to be used to monitor  participant  safety and efficacy or other  criteria to be
evaluated.  Each  protocol  is  submitted  to the FDA as part of the  IDE.  Each
clinical  study is conducted  under the  approval of an IRB. The IRB  considers,
among  other  things,   ethical   factors,   the  potential  risks  to  subjects
participating in the trial and the possible  liability of the  institution.  The
IRB also approves the consent form signed by the trial participants.

Medical device clinical  trials are typically  conducted as a phase III clinical
trial.  A safety pilot trial may be performed  prior to initiating the phase III
clinical  trial to  determine  the safety of the product for  specific  targeted

                                      10

<PAGE>

indications  to  determine  dosage  tolerance,   optimal  dosage  and  means  of
application and to identify possible adverse effects and safety risks. Phase III
trials are undertaken to confirm the clinical efficacy and safety of the product
within an expanded patient population at geographically dispersed clinical study
sites.  The FDA, the clinical trial sponsor,  the  investigators  or the IRB may
suspend  clinical  trials  at any time if any one of them  believes  that  study
participants are being exposed to an unacceptable health risk.

The results of product  development,  pre-clinical  studies and clinical studies
are submitted to the FDA as a PMA for approval of the  marketing and  commercial
shipment of the medical device in the United  States.  The FDA may deny a PMA if
applicable  regulatory  criteria  are not  satisfied  or may require  additional
clinical  testing.  Even  if the  appropriate  data  is  submitted,  the FDA may
ultimately  decide the PMA does not satisfy the criteria for  approval.  Product
approvals,  once  obtained,  may be  withdrawn  if  compliance  with  regulatory
standards  are not  maintained  or if safety  concerns  arise  after the product
reaches the market. The FDA may require  post-marketing testing and surveillance
programs  to  monitor  the  effect  of  the  medical   devices  that  have  been
commercialized  and has the power to prevent or limit  future  marketing  of the
product based on the results of such programs.

Each domestic manufacturing  establishment in California must be registered with
by the FDA and the California State Food and Drug Branch. Domestic manufacturing
establishments  are  subject  to  biennial  inspections  by the FDA  and  annual
inspections by the State of California for compliance with the QSRs. We are also
subject  to U.S.  federal,  state,  and local  regulations  regarding  workplace
safety,   environmental   protection  and  hazardous  materials  and  controlled
substance regulations,  among others. The Company has a California Environmental
Protection Agency  Identification number for the disposal of bio-hazardous waste
from its research and development biological lab.

Some of our products  which have a lower  potential  safety risk to the intended
user or patient, and which have similar, competitive products previously cleared
by the FDA for the same intended  indication,  may utilize a simpler and shorter
regulatory path called a Premarket  Notification or a 510(k) application to gain
commercial access to the marketplace.  This regulatory process requires that the
Company demonstrate substantial equivalence to a product which was on the market
prior to May 29, 1976, or which has been found  substantially  equivalent  after
that date.

Some of our products  that have  minimal  risk to the  intended  user and do not
involve direct patient interaction may be deemed by the FDA as being exempt from
FDA review. These products still require compliance with QSRs.

Failure  to  comply  with  applicable  FDA  requirements  can  result  in fines,
injunctions,  civil penalties,  recall or seizure of products,  total or partial
suspension of production,  distribution,  sales and marketing, or refusal of the
FDA to grant  clearance of a PMA or  clearance  of a 510(k).  Actions by the FDA
might also include withdrawal of marketing clearances and criminal  prosecution.
Such actions could have a material  adverse  effect on the  Company's  business,
financial condition, and results of operation.

(G)  Patents and Proprietary Rights
     ------------------------------

The Company  believes  that patent  protection  is  important  for  products and
potential segments of its current and proposed  business.  In the United States,
the  Company  currently  holds 20 patents,  and has six (6)  patents  pending to
protect the designs of products which the Company  intends to market.  There can
be no assurance,  however, as to the breadth or degree of protection afforded to

                                       11


<PAGE>

the Company or the  competitive  advantage  derived by the Company  from current
patents and future  patents,  if any.  Although  the Company  believes  that its
patents and the  Company's  existing and proposed  products do not infringe upon
patents of other  parties,  it is possible  that the Company's  existing  patent
rights may be  challenged  and found  invalid  or found to  violate  proprietary
rights of others.  In the event any of the Company's  products are challenged as
infringing,  the Company  would be required to modify the design of its product,
obtain a license or litigate the issue.  There is no assurance  that the Company
would be able to finance costly patent  litigation,  or that it would be able to
obtain  licenses or modify its products in a timely manner.  Failure to defend a
patent  infringement  action  or  to  obtain  a  license  or  implementation  of
modifications  would have a material  adverse effect on the Company's  continued
operations.

                                       12

<PAGE>

While patents have been issued or are pending, the Company realizes (a) that the
Company  will  benefit  from  patents  issued  only if it is able to market  its
products  in  sufficient  quantities  of which there is no  assurance;  (b) that
substitutes  for these  patented  items,  if not  already in  existence,  may be
developed;  (c) that the  granting  of a patent  is not a  determination  of the
validity of a patent, such validity can be attacked in litigation or the Company
or owner of the patent may be forced to institute  legal  proceedings to enforce
validity;  and  (d)  that  the  costs  of such  litigation,  if  any,  could  be
substantial and could adversely affect the Company.

(H)  Factors Affecting Future Results
     --------------------------------

We Have  Incurred Net Losses since Our  Inception and Expect Losses to Continue.
Except for net income of $11,246 for fiscal  1994,  we have not been  profitable
since our inception.  For the fiscal year ended June 30, 2004, we had a net loss
of $4,777,000,  and an accumulated deficit at June 30, 2004, of $59,490,000.  We
will continue to incur  significant  costs as we continue our efforts to develop
and market  our  current  systems  and  related  applications.  Although  we are
executing  on our  business  plan to  develop  and market  launch new  products,
continuing  losses may impair our ability to fully meet our  objectives  for new
product sales.

We May Need to Raise Additional Capital in the Future to Fund Our Operations. We
May be Unable to Raise Funds When Needed or on Acceptable Terms. During the year
ended June 30, 2004,  our operating  activities  used cash of $4,478,000 and our
financing  activities  provided  $15,124,000 in the same period.  As of June 30,
2004, we had cash on hand of $16,612,000.  Based on our cash balance, historical
trends and future  projections,  we believe our current funds are  sufficient to
provide for our projected needs to maintain  operations for at least the next 12
months.  However,  if  actual  sales do not  meet  expectations,  or  marketing,
production and clinical trial costs increase significantly,  we may need to seek
additional  financing.  Any additional  equity financings may be dilutive to our
existing stockholders.

We Have Limited Testing Data and Must Complete  Further Testing  Successfully in
Order to Gain FDA Approval Required to Market our CryoSeal Fibrin Sealant System
in the  United  States.  The  Company is  conducting  the  pivotal  trial of its
CryoSeal FS System in the United States.  While these studies provide a basis to
achieve  regulatory  permission  to  promote  these  systems  for  some  of  the
indications  that  management  believes can be  achieved,  they do not provide a
basis to  achieve  all of the  indications.  Further  clinical  studies  must be
performed.  There  can  be  no  assurance  that  the  clinical  studies  can  be
successfully  completed within the Company's  expected time frame and budget, or
that the  Company's  products  will prove  effective  in the  required  clinical
trials. If the Company is unable to conclude successfully the clinical trials of
its products in development,  the Company's  business,  financial  condition and
results of operations could be adversely affected.

Our Failure to Develop New Products  Will  Adversely  Affect Our Future  Growth.
Historically,  substantially all of our sales have been from products related to
freezing,  thawing, and storing of blood plasma.  Because we expect this segment
of the blood plasma market to have limited  growth  potential,  new products for
the biotechnology market will have to be successfully developed and marketed for
future  growth.  Recently,  the  BioArchive  product line has been a significant
contributor  to our  revenues.  We  are  currently  focused  on  increasing  our
BioArchive  product line revenues and marketing novel blood  processing  systems
such as the CryoSeal FS System for the  automated  production  of  autologous or
allogeneic  blood  components  used as fibrin  sealants.  Although  the CryoSeal
product uses technology related to our core  competencies,  it also represents a
departure from our former core blood plasma business.  Further, although we have
had  discussions  with experts in areas of application  for this product,  it is
still in its development  and/or initial market phase. No assurance can be given
that potential products can be successfully developed, and if developed,  that a
market will also develop for them.

                                       13

<PAGE>

Our Business is Heavily  Regulated,  Resulting in Increased  Costs of Operations
and Delays in Product Sales.  Most of our products  require FDA approval to sell
in the U.S and will  require  clearance  from  comparable  agencies  to sell our
products in foreign  countries.  These  clearances may limit the U.S. or foreign
market in which our products may be sold or circumscribe  applications  for U.S.
or foreign  markets  in which our  products  may be sold.  The  majority  of our
products  related to freezing  blood  components  are currently  exempt from the
requirement  to  file  a  510(k)  pre-market  application.  These  products  are
currently   marketed  and  sold  worldwide.   Further,   our  products  must  be
manufactured  under  principals  of our quality  system for continued CE Marking
that allows our products to be marketed and sold in Europe, which are similar to
the quality  system  regulations  of both the FDA and  California  Department of
Health. Failure to comply with those quality system requirements and regulations
may subject the Company to delays in production while it corrects any deficiency
found by either the FDA,  the State of  California  or the  Company's  Notifying
European  Body  during any audit of our quality  system.  With  limited  working
capital and resources  there is no assurance that we will not be found to be out
of compliance,  resulting in warning  letters or even  temporarily  shut down in
manufacturing while the non-conformances are rectified.

Influence By the Government and Insurance  Companies May Adversely  Impact Sales
of Our Products.  Our business may be materially  affected by continuing efforts
by government, third party payers such as Medicare, Medicaid, and private health
insurance  plans,  to reduce the costs of  healthcare.  For example,  in certain
foreign  markets the pricing and profit margins of certain  healthcare  products
are subject to government controls. In addition,  increasing emphasis on managed
care in the U.S.  will  continue to place  pressure on the pricing of healthcare
products. As a result,  continuing effort to contain healthcare costs may result
in reduced sales or price reductions for our products. To date, we are not aware
of any direct  impact on our  pricing or  product  sales due to such  efforts by
governments to contain  healthcare costs, and we do not anticipate any immediate
impact in the near future.

Our Inability to Protect Our Patents,  Trademarks,  and Other Proprietary Rights
could Adversely  Impact Our Competitive  Position.  We believe that our patents,
trademarks,  and other  proprietary  rights are important to our success and our
competitive  position.  Accordingly,  we  devote  substantial  resources  to the
establishment and protection of our patents, trademarks, and proprietary rights.
We currently hold patents for products,  and have patents pending for additional
products that we market or intend to market.  However,  our actions to establish
and  protect  our  patents,  trademarks,  and other  proprietary  rights  may be
inadequate to prevent  imitation of our products by others or to prevent  others
from claiming  violations of their  trademarks and proprietary  rights by us. If
our products are challenged as infringing upon patents of other parties, we will
be required to modify the design of the product,  obtain a license,  or litigate
the issues, all of which may have an adverse business effect on us.

Failure to Protect Our Trade Secrets May Assist Our Competitors.  We use various
methods,  including  confidentiality  agreements  with employees,  vendors,  and
customers,  to  protect  our trade  secrets  and  proprietary  know-how  for our
products.  However,  such methods may not provide complete  protection and there
can be no assurance that others will not obtain our know-how,  or  independently
develop  the  same or  similar  technology.  We  prepare  and  file  for  patent
protection on aspects of our technology  which we think will be integrated  into
final  products  early in design  phases,  thereby  attempting  to mitigate  the
potential risks.

Competition  in Our Industry is Intense and Will Likely  Involve  Companies with
Greater  Resources  than We Have. We hope to develop a competitive  advantage in
the medical  applications of our products,  but there are many  competitors that
are  substantially  larger  and who  possess  greater  financial  resources  and
personnel than we have. Our current principal market is the users of ultra-rapid
blood plasma  freezing  and thawing  equipment  and cord blood banks.  There are
companies  that sell  freezers to the blood plasma  freezing  industry  that are
larger  and  possess  greater  financial  and other  resources  than we do.  The

                                       14

<PAGE>

CryoSeal  System may face  competition  from  major  plasma  fractionators  that
currently  sell fibrin glue sourced  from pooled  plasma  outside the U.S.  With
regard to the BioArchive  System,  numerous larger and  better-financed  medical
device manufacturers may choose to enter this market as it develops.

                                       15

<PAGE>

We Have a Limited Marketing and Sales Force for New Products Which May Delay Our
Goal of Increased Sales Levels.  We currently sell our existing  medical devices
through  a direct  sales  and  marketing  force,  and our  foreign  distribution
network. Although we have entered into exclusive distribution agreements for our
two new platform products and we continue to seek strategic partners,  there are
no  assurances  that the  distributors  will  produce  significant  sales of the
systems.

Our Lack of Production  Experience May Delay Producing Our New Products. We have
manufactured  our blood Plasma  Thawers,  Freezers and BioArchive  Systems for a
number of years.  Although  we have  redesigned  our  manufacturing  facility to
accommodate  the  BioArchive  System  and the  CryoSeal  System,  we do not have
significant   experience  in  manufacturing   the  CryoSeal  System  or  in  the
manufacture of disposables. There can be no assurance that our current resources
and  manufacturing  facility  could handle a significant  increase in orders for
either the BioArchive  System or the CryoSeal  System.  If we are unable to meet
demand for sales of the new systems,  we would need to contract with third-party
manufacturers  for  the  backlog,  and no  assurances  can  be  made  that  such
third-party  manufacturers can be retained, or retained on terms favorable to us
and our pricing of the  equipment.  Inability to have products  manufactured  by
third parties at a  competitive  price will erode  anticipated  margins for such
products, and negatively impact our profitability.

Our New Products  Are at Initial  Market  Introduction,  and We Are Not Sure the
Market  Will  Accept  Them.  The  market  acceptance  of  our  new  products  in
development  will depend  upon the  medical  community  and  third-party  payers
accepting  the  products as  clinically  useful,  reliable,  accurate,  and cost
effective  compared  to  existing  and future  products  or  procedures.  Market
acceptance  will also depend on our ability to adequately  train  technicians on
how to use the  CryoSeal  System  and  the  BioArchive  System.  Even if our new
product  systems are clinically  adopted,  the use may not be recommended by the
medical profession or hospitals unless acceptable reimbursement from health care
and third party payers is  available.  Failure of either of these new systems to
achieve significant market share could have material adverse effects on our long
term business, financial condition, and results of operation.

Failure to Keep Our Key Personnel May Adversely  Affect Our Operations.  Failure
to retain  skilled  personnel  could hinder our  operations.  Our future success
partially  depends  upon the  continued  services  of key  technical  and senior
management personnel.  Our future success also depends on our continuing ability
to attract,  retain and  motivate  highly  qualified  managerial  and  technical
personnel.  The inability to retain or attract qualified  personnel could have a
significant  negative  effect upon our efforts and thereby  materially  harm our
business and financial  condition.  We have entered into  employment  agreements
with each member of our senior management.  Specifically,  we are dependent upon
the  experience and services of Philip H. Coelho,  Chairman and Chief  Executive
Officer,  and Kevin Simpson,  our President and Chief Operating Officer. We have
obtained key man life insurance  covering Mr. Coelho in the amount of $2,000,000
as some protection against the risk.

Product  Liability  and  Uninsured  Risks May  Adversely  Affect the  Continuing
Operations.  We may be liable if any of our products cause injury,  illness,  or
death.  We also may be required to recall  certain of our  products  should they
become  damaged  or if they are  defective.  We are not  aware  of any  material
product  liability  claim against us. Further,  we maintain a general  liability
policy that includes product liability coverage of $1,000,000 per occurrence and
$2,000,000 per year in the aggregate. However, a product liability claim against
us could have a material adverse effect on our business or financial condition.

Dependence  on  Suppliers  for  Custom  Components  may  Impact  the  Production
Schedule. The Company obtains certain custom components from a limited number of
suppliers.  If the supplier  raises the price of the  component or  discontinues
production,  the Company will have to find another qualified supplier to provide
the  component.  In the event that it becomes  necessary  for us to find another

                                       16

<PAGE>

supplier,  we would first be required to qualify the quality  assurance  systems
and  product  of that  alternative  supplier.  Any  transfer  between  qualified
suppliers may impact the production  schedule,  thus delaying revenues,  and may
cause the price of the key components to increase.

A Significant Portion of our Sales is to Customers in Foreign Countries.  We may
Lose Revenues,  Market Share, and Profits due to Exchange Rate  Fluctuations and
Other Factors related to our Foreign Business.  In the year ended June 30, 2004,
sales to  customers  in foreign  countries  comprised  approximately  74% of our
revenues. Our foreign business is subject to economic,  political and regulatory
uncertainties and risks that are unique to each area of the world.  Fluctuations
in exchange  rates may also affect the prices  that our  foreign  customers  are
willing  to  pay,  and  may put us at a price  disadvantage  compared  to  other
competitors. Potentially volatile shifts in exchange rates may negatively affect
our financial condition and operations.

The Preparation of our Financial  Statements in Accordance  with U.S.  Generally
Accepted  Accounting  Principles Requires Us to Make Estimates,  Judgments,  and
Assumptions that may Ultimately Prove to be Incorrect.  The accounting estimates
and  judgments  that  management  must make in the  ordinary  course of business
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial statements and the reported amounts of revenue and expenses during the
periods  presented.  If the  underlying  estimates are  ultimately  proven to be
incorrect,  subsequent  adjustments  could have a material adverse effect on our
operating  results for the period or periods in which the change is  identified.
Additionally,  subsequent  adjustments could require us to restate our financial
statements. Restating financial statements could result in a material decline in
the price of our stock.

(I)  Licenses and Distribution Rights
     --------------------------------

In January 2002, the Company entered into a five year OEM supply  agreement with
Interpore  Cross  International  ("ICI") for a modified  version of the Thrombin
Activating  Device ("TAD") for spinal surgery  applications.  In accordance with
the  agreement,  ICI  paid  the  Company  $300,000  for  worldwide  license  and
distribution  rights and  development  fees.  The Company will be the  exclusive
manufacturer of the modified TAD, which will be used in conjunction with the ICI
Autologous Growth Factors product.

In March 1997,  the Company and New York Blood Center  ("NYBC"),  as  licensors,
entered  into a  license  agreement  with Pall  Medical,  a  subsidiary  of Pall
Corporation,  as  Licensees  through  which Pall  Medical  became the  exclusive
world-wide  manufacturer  (excluding Japan) for a system of sterile,  disposable
containers developed by the Company and NYBC for the processing of hematopoietic
stem cells sourced from placental cord blood ("PCB").  The system is designed to
simplify and  streamline  the  harvesting  of stem cell rich blood from detached
placental/cords   and  the   concentration,   cryopreservation   (freezing)  and
transfusion  of the PCB stem  cells  while  maintaining  the  highest  stem cell
population and viability  from each PCB donation.  These units of PCB stem cells
will be "banked" in frozen storage for hematopoietic  reconstitution of patients
afflicted  with such  diseases as aplastic  anemia,  hypoproliferative  stem and
progenitor cell disorders,  leukemia,  lymphomas and gaucher disease.  In May of
1999,  the Company and Pall  Medical  amended the  original  agreement,  and the
Company  regained the rights to distribute  the bag sets outside North America &
Europe under the  Company's  name,  and in May of 2000,  the Company  negotiated
rights  to  directly  co-market  the  bag  sets in  Europe  in  exchange  for an
additional  royalty fee, while continuing to utilize Pall Europe's  distribution
centers.

In June 1995,  the  Company  granted  the  Japanese  distribution  rights to its
BioArchive  System to Air Water,  Japan. The Company  received  $350,000 for the
distribution rights and access to the necessary technology.  In May of 1999, the
Company granted  development,  manufacturing  and distribution  (Japan and Asia)

                                       17

<PAGE>

rights  to Air Water for a  downsized  version  of the  BioArchive  System.  The
Company received  $300,000 for the technology  rights and retained the rights to
manufacture  and  sell  the  new  "mini"   BioArchive  System  in  the  non-Asia
marketplace.

                                       18

<PAGE>

(J)  Employees
     ---------

As of June 30, 2004,  the Company had 72  employees,  15 of whom were engaged in
research  and  new  product  development,   regulatory  affairs,   clinical  and
scientific  affairs,  28 in  manufacturing  and  quality  control,  17 in sales,
marketing  and service and 12 in finance and  administration.  The Company  also
utilizes temporary  employees  throughout the year to address business needs and
significant  fluctuations  in  orders  and  product  manufacturing.  None of our
employees is  represented  by a  collective  bargaining  agreement,  nor have we
experienced any work stoppage.

FINANCIAL INFORMATION ON FOREIGN SALES AND OPERATIONS
-----------------------------------------------------

During  fiscal  2004,  the  Company   entered  into  a  contract  with  Kawasumi
Laboratories  Inc. ("KLI") to manufacture  certain  disposables for the CryoSeal
product line. The manufacturing facility and company headquarters are located in
Asia.  For  fiscal  year  2004,  foreign  sales  were  $8,595,000  or 74% of net
revenues.  For fiscal year 2003,  foreign  sales were  $6,162,000  or 60% of net
revenues.  For fiscal year 2002,  foreign sales were  $3,930,000,  or 41% of net
revenues.

The Company is required to file annual reports on Form 10-K,  quarterly  reports
on Form  10-Q,  current  reports  on Form  8-K and  other  information  with the
Securities  and Exchange  Commission  ("SEC").  The public can obtain  copies of
these materials by visiting the SEC's Public Reference Room at 450 Fifth Street,
NW,  Washington,  D.C.  20549,  by  calling  the  SEC at  1-800-SEC-0330,  or by
accessing the SEC's website at www.sec.gov.  In addition,  as soon as reasonably
practicable  after these  materials  are filed with or furnished to the SEC, the
Company  will make copies  available  to the public  free of charge  through its
website, www.thermogenesis.com.  The information on the Company's website is not
incorporated into, and is not part of, this annual report.


I
TEM 2.  PROPERTIES
         ----------

The Company leases one facility with  approximately  28,000 square feet of space
located in Rancho  Cordova,  California.  Approximately  50% of the  facility is
devoted to warehouse space and  manufacturing of products,  including 500 square
feet for a clean room.  The other 50% is comprised of office space,  a Biologics
lab and a research and development lab. The lease expires in September, 2008. At
fiscal year end, the Company did not own or lease any other facilities.


ITEM 3.  LEGAL PROCEEDINGS
         -----------------

The Company and its property are not a party to any pending  legal  proceedings.
In the normal  course of  operations,  the  Company  may have  disagreements  or
disputes with  employees,  vendors or customers.  These disputes are seen by the
Company's  management  as a normal  part of  business,  and there are no pending
actions currently or no threatened actions that management believes would have a
significant  material  impact on the Company's  financial  position,  results of
operations or cash flows.


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

The Company did not submit any  matters to  security  holders  during the fourth
quarter of its last fiscal year ended June 30, 2004.

                                       19

<PAGE>



                                     PART II


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

The Company's  common stock,  $0.001 par value, is traded on the Nasdaq SmallCap
Market under the symbol KOOL.  The following  table sets forth the range of high
and low bid prices for the Company's  common stock for the past two fiscal years
as reported by Nasdaq. The ranges listed represent actual transactions,  without
adjustment for retail markups, markdowns or commissions, as reported by Nasdaq.

<TABLE>
<CAPTION>
<S>                                  <C>      <C>               <C>                         <C>          <C>  

Fiscal 2004                         High       Low         Fiscal 2003                       High        Low
---------------------------------- -------- -----------    ------------------------------- ---------- ----------

First Quarter (Sep. 30)            $3.94    $2.36          First Quarter (Sep. 30)         $2.060     $1.450
Second Quarter (Dec. 31)           $5.75    $3.03          Second Quarter (Dec. 31)        $2.050     $1.100
Third Quarter (Mar. 31)            $6.78    $3.83          Third Quarter (Mar. 31)         $2.100     $1.500
Fourth Quarter (June 30)           $5.14    $3.91          Fourth Quarter (June 30)        $2.929     $1.910
</TABLE>


The Company has not paid cash  dividends on its common stock and does not intend
to pay a cash dividend in the foreseeable  future.  There were approximately 456
stockholders of record on June 30, 2004 (not including street name holders).

The  following  table  provides  information  for  all of the  Company's  equity
compensation plans and individual compensation arrangements in effect as of June
30, 2004:

<TABLE>
<CAPTION>
<S>                                         <C>                          <C>                         <C> 

------------------------------- ---------------------------- ---------------------------- ----------------------------
Plan Category                   Number of securities to be    Weighted-average exercise      Number of securities
                                  issued upon exercise of       price of outstanding        remaining available for
                                   outstanding options,         options, warrants and        future issuance under
                                    warrants and rights                rights              equity compensation plans
                                                                                             (excluding securities
                                                                                              reflected in column
                                                                                                     (a))

                                            (a)                          (b)                          (c)
----------------------------------------------------------------------------------------------------------------------
Equity compensation plans                                                                                             
approved by securities holders           1,834,077                        $1.97                    1,536,351
----------------------------------------------------------------------------------------------------------------------
Equity compensation plans not               25,000                        $1.57                           --
approved by security holders
----------------------------------------------------------------------------------------------------------------------
Total                                    1,859,077                                                 1,536,351
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       20

<PAGE>


ITEM 6.  SELECTED FINANCIAL DATA
         -----------------------

<TABLE>
<CAPTION>
<S>                                          <C>            <C>       <C>          <C>         <C> 
                                                ThermoGenesis Corp.
                                    Five-Year Review of Selected Financial Data

                                                              Year Ended June 30,
Summary of Operations                        2004         2003        2002         2001        2000
-------------------------------------    -----------  -----------  ----------   ----------  ----------
Net revenues                             $11,646,000  $10,187,000  $9,549,000   $5,792,000  $4,211,000

Cost of revenues                          (7,844,000)  (7,900,000) (7,558,000)  (5,012,000) (4,246,000)
                                         -----------   ----------  ----------   ----------  ----------

Gross profit (loss)                        3,802,000    2,287,000   1,991,000      780,000     (35,000)

Selling, general and                                                                                                     
   administration                         (5,174,000)  (5,014,000) (4,843,000)  (3,889,000) (4,195,000)
Research and development                  (3,472,000)  (2,937,000) (2,283,000)  (1,782,000) (1,624,000)
Interest and other income                     90,000       74,000     110,000      130,000      77,000
Interest and other expense                   (23,000)     (13,000)    (13,000)  (1,110,000)    (41,000)
                                         -----------   ----------  ----------   ----------  ----------
Net loss before cumulative effect         
   of accounting change under                                                                  
   SAB 101                                (4,777,000)  (5,603,000) (5,038,000)  (5,871,000) (5,818,000)  
Cumulative effect of accounting                                                             
   change under SAB 101                           --           --          --     (282,000)         --
                                         -----------   ----------  ----------   ----------  ----------
Net loss                                 ($4,777,000) ($5,603,000)($5,038,000) ($6,153,000)($5,818,000)
                                         ===========   ==========  ==========   ==========  ==========
Per share data:
Net loss before preferred stock                                                           
   dividend or discount and                                                        
   cumulative effect of                                                         
   accounting change under                                                           
   EITF 00-27                            ($4,777,000) ($5,603,000)($5,038,000) ($6,153,000)($5,818,000)
Preferred stock dividend or                                                            
   discount                                       --           --          --     (100,000)   (905,000)
Cumulative effect of accounting                                                       
   change under EITF 00-27                        --           --          --     (580,000)         --
                                         -----------   -----------  ---------   ----------  ----------
Net loss to common stockholders          ($4,777,000) ($5,603,000)($5,038,000) ($6,833,000)($6,723,000)
                                         ===========   ===========  =========   ==========  ==========
Basic and diluted net loss per                
   share before cumulative effect                                                       
   of accounting changes                      ($0.11)      ($0.15)     ($0.15)      ($0.22)     ($0.30)  
Cumulative effect of accounting                                                       
   change under SAB 101                           --           --          --        (0.01)         --
Cumulative effect of accounting                                                        
   change under EITF 00-27                        --           --          --        (0.02)         --
                                         -----------   -----------  ---------   ----------  ----------
Basic and diluted net loss per                                                       
   common share                               ($0.11)      ($0.15)     ($0.15)      ($0.25)     ($0.30)
                                         ===========   ===========  =========   ==========  ==========
Pro Forma amounts assuming
   the accounting change under                                                            
   SAB 101 is applied                                                                    
   retroactively:                                                                        
  Net loss to common                                                                      
    stockholders                         ($4,777,000) ($5,603,000)($5,038,000) ($6,551,000)($6,299,000)
                                         ===========   ===========  =========   ==========  ==========
  Basic and diluted net loss                  
    per share                                 ($0.11)      ($0.15)     ($0.15)      ($0.24)     ($0.28)
                                         ===========   ===========  =========   ==========  ==========
</TABLE>

                                       21

<PAGE>


<TABLE>
<CAPTION>
<S>                                             <C>               <C>               <C>               <C>                 <C> 

                                                                              As Of June 30,
                                         ------------------------------------------------------------------------------------------
Balance Sheet Data                            2004             2003               2002              2001               2000
-------------------------------------    ---------------   --------------   ---------------  ---------------     --------------

Cash and short term investments             $16,612,000       $6,815,000        $6,726,000       $5,366,000         $2,550,000

Working capital                             $19,798,000      $10,365,000        $9,631,000       $7,098,000         $4,613,000

Total assets                                $24,114,000      $12,791,000       $12,239,000       $9,553,000         $6,735,000

Total liabilities                            $3,146,000       $2,217,000        $2,046,000       $1,621,000         $1,043,000

Total stockholders' equity                  $20,968,000      $10,574,000       $10,193,000       $7,932,000         $5,692,000
</TABLE>



ITEM 7.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND  RESULTS
         OF OPERATIONS
         -------------

CERTAIN  STATEMENTS  CONTAINED IN THIS SECTION AND OTHER PARTS OF THIS REPORT ON
FORM 10-K WHICH ARE NOT HISTORICAL FACTS ARE FORWARD-LOOKING  STATEMENTS AND ARE
SUBJECT TO CERTAIN RISKS AND  UNCERTAINTIES.  THE COMPANY'S  ACTUAL  RESULTS MAY
DIFFER SIGNIFICANTLY FROM THE PROJECTED RESULTS DISCUSSED IN THE FORWARD-LOOKING
STATEMENTS.  FACTORS  THAT MIGHT  AFFECT  ACTUAL  RESULTS  INCLUDE,  BUT ARE NOT
LIMITED TO, THOSE DISCUSSED IN ITEM 1 - BUSINESS - UNDER THE SUBSECTION ENTITLED
"FACTORS AFFECTING OPERATING RESULTS," AND OTHER FACTORS IDENTIFIED FROM TIME TO
TIME IN THE  COMPANY'S  REPORTS  FILED  WITH THE U.S.  SECURITIES  AND  EXCHANGE
COMMISSION.

The  following  discussion  should  be read in  conjunction  with the  Company's
financial statements contained in this report.

(a) Overview
    --------

The Company designs and  manufactures  medical devices and disposables  used for
the distributed  manufacturing  of biologic  products such as concentrated  stem
cells from umbilical  cord blood,  fibrin sealant and thrombin from blood plasma
and  other  related  blood  components.  Initially  the  Company  developed  its
ThermoLine  products for ultra rapid  freezing and thawing of blood  components,
which the Company  distributes  to blood banks and  hospitals.  After  extensive
research and development,  two new technology  platforms (the BioArchive  System
and the  CryoSeal  System)  have  evolved  products  which  provide new biologic
products  to patients in need.  We believe our future  continued  growth will be
predicated at large by the  developing  increased  therapeutic  benefits and the
corresponding  market  acceptance  of our newer  products.  We believe  that our
continuing  research and  development  efforts are also a key to maintaining our
market  share and future  growth of our market share where our products are sold
and utilized.

Beginning in late 1993, and with  accelerated  research and development  efforts
from 1996 to 1999,  the Company  completed  development  of the  BioArchive  and
CryoSeal technology platforms,  each of which will give rise to multiple medical
products targeted at a number of different surgical and transplant  indications.
To achieve  completion of these research projects and add experienced  executive
talent to launch the  products  and move the Company to new levels of growth and
revenues, considerable capital resources were used.

                                       22

<PAGE>

Prior to the  development  and  market  launch of our  BioArchive  and  CryoSeal
technology,  our  revenue  was  derived  principally  from the sale of our blood
plasma freezers and thawers.  With the launch of our BioArchive  System, we have
realized  significant  revenue  increases due to the sale of that  equipment and
more recently increases in revenue due to the recurring sale of disposables used
in the BioArchive that is commensurate with an ever increasing installed base of
BioArchive  Systems  worldwide.  We anticipate  similar  revenue  increases from
disposable sales related to the CryoSeal System when the installed base of units
increases, however there is no assurance that this will occur.

Our  BioArchive  Systems and related  products are  purchased  predominantly  by
specialized  cord blood stem cell banks and stem cell research  facilities.  The
sales in prior years were  dependent  on start up and funding  costs  associated
with  new stem  cell  banks  as the  science  evolved.  In more  recent  periods
governmental funding of cord blood banks, as well as more recognized therapeutic
benefits  from this stem cell  treatment,  have  shortened  the sales  cycle and
appears  to  be  increasing   demand.   Consistent   with  the  perception  that
governmental  backing and funding will  accelerate  the demand for the products,
the Company has incurred  expenses to promote federal  financing to increase the
inventory  of high  quality  cord  blood  units  manufactured  by a  network  of
FDA-approved cord blood banks.  Although  legislation  appropriating $10 million
passed in January 2004 and additional authorizing  legislation is pending, there
is no certainty that the authorizing legislation will ultimately pass or that if
it passes,  it will result in a  corresponding  increase in our  revenues due to
cord blood  banks who receive the funds  deciding  to  purchase  our  BioArchive
System.

Our CryoSeal System is still in U.S. clinical trials,  and sales in the U.S. are
limited pending  completion of the trial and the required FDA approval following
pre-market application ("PMA") submission.  The Company has received CE approval
for the  system  enabling  its  sale  and use in  Europe,  although  sales  into
individual  countries under cost  reimbursement  structures  often requires some
supporting clinical usage. We have, through our distribution  partner in Europe,
undertaken many of those clinical  studies and, upon  completion,  will pursue a
more aggressive  marketing plan. In Japan,  our  distributor,  Asahi Medical Co.
Ltd., has recently completed  enrollment in their pivotal clinical trials and is
expected to file their PMA soon. In Canada, field trials are underway to provide
a cost  justification  for  federal  reimbursement  to  hospitals  that  use the
product.  In  Brazil,   field  trials  have  begun  to  establish  training  and
demonstration  with  selected  customers.  Several  similar  field trials are at
various stages throughout Europe.

A significant  focus during the past year has been on  decreasing  manufacturing
costs  and  overhead  to drive  operations  towards  profitability,  while  also
pursuing  required  improvements in our operations  required for compliance with
new regulatory pronouncements,  including the Sarbanes-Oxley Act and FDA Quality
System Regulations.

                                       23

<PAGE>

Critical Accounting Policies
----------------------------

The Company believes the following critical  accounting policies affect its more
significant  judgments and estimates  used in the  preparation  of its financial
statements.

Revenue Recognition:
The Company  recognizes revenue in accordance with the provisions of SAB No. 101
and EITF  00-21.  For  licensing  arrangements  pursuant  to which  the  Company
receives  up-front  licensing  fees for  products or  technologies  that will be
provided by the Company over the term of the  arrangements,  the Company  defers
the upfront fees and  recognizes the fees as revenue on a  straight-line  method
over  the term of the  respective  contracts.  For  sales  of  products  made to
distributors,  the Company considers a number of factors in determining  whether
revenue is  recognized  upon transfer of title to the  distributor,  or when the
distributor places the product with an end-user.  These factors include, but are
not  limited  to,  whether  the payment  terms  offered to the  distributor  are
considered  to be  non-standard,  the  distributor's  history of adhering to the
terms of its contractual arrangements with the Company, the level of inventories
maintained  by the  distributor,  whether  the Company has a pattern of granting
concessions  for the  benefit of the  distributor,  or  whether  there are other
conditions   that  may  indicate  that  the  sale  to  the  distributor  is  not
substantive.

Allowance for Doubtful Accounts:
The Company  maintains  allowances  for doubtful  accounts for estimated  losses
resulting from the inability of its customers to make required payments.  If the
financial condition of the Company's customers were to deteriorate, resulting in
an impairment of their ability to make  payments,  additional  allowances may be
required, which would be charged against earnings.

Warranty:
The Company  provides for the estimated  cost of product  warranties at the time
revenue is recognized.  While the Company  engages in extensive  product quality
programs and processes, including actively monitoring and evaluating the quality
of its component  suppliers,  the Company's  warranty  obligation is affected by
product  failure rates,  material  usage and service  delivery costs incurred in
correcting a product  failure.  Should actual product  failure  rates,  material
usage or service delivery costs differ from the Company's  estimates,  revisions
to the  estimated  warranty  liability  could  have  a  material  impact  on the
Company's financial position, cash flows or results of operations.

Inventory Reserve:
The Company plans inventory procurement and production based on orders received,
forecasted  demand  and  supplier  requirements.  The  Company  writes  down its
inventories for estimated obsolescence or unmarketable  inventories equal to the
difference  between the cost of inventories  and its net realizable  value based
upon  estimates  about future  demand from our customers  and  distributors  and
market  conditions.  Because some of the Company's products are highly dependent
on government and third-party funding, current customer use and validation,  and
completion of regulatory and field trials, there is a risk that we will forecast
incorrectly and purchase or produce excess inventory. As a result, actual demand
may differ from  forecasts,  and such a difference  may have a material  adverse
effect on future results of operations  due to required  write-offs of excess or
obsolete  inventory.  This  inventory  risk may be  further  compounded  for the
CryoSeal family of products because they are at initial market  introduction and
market  acceptance  will  depend upon the  customer  accepting  the  products as
clinically  useful,  reliable,  accurate and cost effective compared to existing
and future  products and  completion  of required  clinical or field  acceptance
trials.



                                       24

<PAGE>
(b) Results of Operations
    ---------------------

The following is  Management's  discussion  and analysis of certain  significant
factors  which have affected the  Company's  financial  condition and results of
operations during the periods included in the accompanying financial statements.

                                       25

<PAGE>

Results of  Operations  for the Year Ended June 30, 2004 as Compared to the Year
Ended June 30, 2003

Net Revenues:
Revenues for year ended June 30, 2004 were  $11,646,000  compared to $10,187,000
for the fiscal  2003  period,  an  increase  of  $1,459,000  or 14%.  BioArchive
revenues  were  $7,745,000  for the  year  ended  June  30,  2004,  compared  to
$5,448,000 for the  corresponding  fiscal 2003 period, an increase of $2,297,000
or 42%. The Company sold 26 devices in the year ended June 30, 2004 versus 20 in
the year ended June 30, 2003.  The increase is due to the infusion of government
funding in Japan and Moscow  and the  growth of  private  cord blood  banking in
Asia.  Revenues  generated by the CryoSeal  product line for the year ended June
30, 2004 were  $393,000  versus  $575,000 for the year ended June 30, 2003.  The
decrease  is  due to  the  sales  of  four  CryoSeal  devices  and  the  related
disposables during the first quarter of fiscal 2003, to our distributor in Japan
to  initiate  clinical  trials.  As the  trials in Japan were in  progress,  the
distributor purchased CryoSeal disposables in fiscal 2004, but no devices. Also,
we  experienced  lower than expected  sales from our  distributor  in Europe who
underwent a  significant  internal  reorganization  earlier this year.  Revenues
generated from the ThermoLine  Freezers decreased $700,000 or 50% from the prior
year primarily due to significantly raising the price on the smallest model, the
MP500,  which  resulted in a higher gross margin but lower revenues and eight of
our  largest  freezer  model were sold to our  distributor  in the U.K.  for the
National Blood Services  tender.  Only one freezer was sold under this tender in
fiscal 2004.

The following represents the Company's  cumulative  BioArchive devices sold into
the following geographies:

                             June 30,
                        2004          2003
                      ----------    ---------
United States             18           17
Asia                      39           26
Europe                    23           16
Rest of World             12            7
                      ----------    ---------
                          92           66
                      ==========    =========

Cost of Revenues:
Cost of revenues  as a percent of  revenues  was 67% for the year ended June 30,
2004, as compared to 78% for the corresponding  fiscal 2003 period.  The primary
drivers behind the cost of revenues  percentage decrease were the cost reduction
programs that were implemented in the fourth quarter of fiscal 2003, an increase
in ASPs of the BioArchive device and ThermoLine Freezers and the volume increase
of the BioArchive  product line. The cost reduction  programs  included reducing
manufacturing overhead costs and consolidating operations into one facility. The
programs resulted in a $241,000 decrease in the manufacturing  overhead pool for
the year ended June 30, 2004. The ASP for the BioArchive device increased 6% and
the  ThermoLine  Freezers  ASP  increased  40% for the year ended June 30,  2004
versus the prior  year.  The  increase  in the ASPs  increased  gross  margin by
approximately  $405,000.  The  products in the  BioArchive  product  line have a
higher gross profit  margin than the other  product  lines,  ranging from 30% to
greater than 50%. The amount of BioArchive product line revenues as a percent of
total  Company  revenues  increased  14% for the year  ended  June  30,  2004 as
compared to the year ended June 30, 2003.

Selling, General and Administrative Expenses:
Selling, general and administrative expenses remained relatively consistent year
to year,  increasing $160,000 or 3%. The increase is due to the commissions paid
to the  Company's  agent in  Japan.  Also,  the  increase  in  professional  and
consulting fees associated with the  Sarbanes-Oxley Act of 2002, was offset by a

                                       26

<PAGE>

decrease in professional  fees from the comparable prior year paid in connection
with the executive search for a new President and Chief Operating Officer and to
promote federal financing of a National Cord Blood Stem Cell Bank Network.

                                       27

<PAGE>

Research and Development Expenses:
Research  and  development  expenses  for the  year  ended  June 30,  2004  were
$3,472,000  compared to $2,937,000 for the corresponding  fiscal 2003 period, an
increase of $535,000 or 18%. The increase in research and  development is due to
the  costs  associated  with new  product  development,  primarily  the  "Smart"
automated cell selection device and proprietary disposable. The costs associated
with the  CryoSeal FS human  clinical  trials were  $1,255,000  a decrease  from
$1,310,000 in fiscal 2003.

Management  believes  that product  development  and  refinement is essential to
maintaining the Company's  market  position.  Therefore,  the Company  considers
these costs as continuing  costs of doing  business.  No assurances can be given
that the products or markets  recently  developed or under  development  will be
successful.

Results of  Operations  for the Year Ended June 30, 2003 as Compared to the Year
Ended June 30, 2002

Revenues:
Net  revenues  increased  $638,000 or 7% from  fiscal  2002 to 2003.  BioArchive
revenues were $5,448,000 for the year ended June 30, 2003 compared to $3,043,000
for the year ended June 30, 2002, an increase of  $2,405,000 or 79%.  There were
20  BioArchive  devices  recognized  in revenue in the year ended June 30,  2003
versus  14 for the  previous  year.  BioArchive  revenues  also  increased  from
disposables due to the increased demand from private and public cord blood banks
in Asia. The increase in revenues from the  BioArchive  product line help offset
in part the decrease in freezer  revenues due to the large order  received  from
Aventis Bio-Services, Inc. in the prior year. Revenues generated by the CryoSeal
product line for the year ended June 30, 2003 were $575,000  versus $322,000 for
the year ended June 30, 2002 an increase of 79%.

Cost of Revenues:
As a percentage of revenues,  the Company's cost of revenues  decreased from 79%
in fiscal year 2002 to 78% in fiscal 2003. The slight improvement in the cost of
revenues  percentage  was due to the  increase in revenues  from the  BioArchive
product  line which has a higher  gross  profit  margin  than the other  product
lines.

Selling, General and Administrative Expenses:
Selling,  general  and  administrative  expenses  increased  $171,000 or 4% from
fiscal 2002 to 2003. The increase is primarily the result of  professional  fees
paid in  connection  with the  executive  search for a new  President  and Chief
Operating Officer.

Research and Development Expenses:
Research and Development  expenses increased $654,000 or 29% from fiscal 2002 to
fiscal 2003.  The increase is due to the costs  associated  with the CryoSeal FS
human  clinical  trials,  which  accounted for  approximately  $1,310,000 of the
research  and  development  expenses  in fiscal  2003.  Management  expects  the
research  and  development  line item to increase as the human  clinical  trials
continue.

(c) Liquidity and Capital Resources
    -------------------------------

At June 30,  2004,  the Company had a cash  balance of  $16,612,000  and working
capital of  $19,798,000.  This  compares  to a cash  balance of  $6,815,000  and
working capital of $10,365,000 at June 30, 2003. The Company raised net proceeds
of $9.8  million  through the private  placement  of common stock in March 2004.
There was $5.3 million of cash  generated from the exercise of stock options and
warrants  during the year ended June 30, 2004. This was offset by the funding of
operations and other cash needs of the Company. In addition to product revenues,
the Company has primarily  financed  operations through the private placement of
equity securities and has raised  approximately $71.9 million,  net of expenses,

                                       28

<PAGE>

through common and preferred stock financings and option and warrant  exercises.
As of June 30, 2004, the Company had no off-balance sheet arrangements.

                                       29

<PAGE>

Net cash used in  operating  activities  for the year  ended  June 30,  2004 was
$4,478,000,  primarily due to the net loss of  $4,777,000.  Accounts  receivable
utilized  $1,093,000  of cash as a result of revenue  growth  through  the year.
Accounts payable provided $544,000 in cash due to larger production  volumes and
vendor accruals for research and development  and capital  expenditure  projects
initiated in fiscal 2004. Accrued liabilities  provided $440,000 in cash through
accruals for warranty reserves due to the increase in product sales.

The Company generally does not require extensive capital equipment to produce or
sell its current  products.  However,  when  significant  capital  equipment  is
required,  the Company purchases from a vendor base. In fiscal 2002, the Company
spent $175,000  primarily for molds,  tooling and equipment used in research and
development.  In fiscal 2003, the Company spent $92,000 primarily for computers,
equipment  used in  research  and  development  and a truck  for  field  service
personnel.  In fiscal  2004,  the Company  spent  $849,000,  which  consisted of
leasehold  improvements,  furniture,  phone and security  systems as a result of
moving to a  consolidated  facility in the first  quarter of fiscal 2004 and the
purchase of an Enterprise  Resource  Planning  ("ERP")  system.  Future  capital
expenditures are anticipated, and the Company believes that the amounts expended
will be lower in fiscal  2005.  At June 30,  2004,  the Company has $1.7 million
outstanding in cancelable  orders to purchase  inventory,  supplies and services
for use in normal business operations.

At June 30, 2004, the Company had four customers that individually accounted for
16%, 13%, 12% and 12% of accounts  receivable.  At June 30, 2003 the Company had
two  customers  that  individually   accounted  for  12%  and  11%  of  accounts
receivable.  The  Company  manages the  concentration  of credit risk with these
customers  through  a variety  of  methods  including,  letters  of credit  with
financial institutions, pre-shipment deposits credit reference checks and credit
limits.  Although  management  believes  that  these  customers  are  sound  and
creditworthy,  a severe adverse impact on their business operations could have a
corresponding  material  effect on their ability to pay timely and therefore  on
our net  revenues,  cash flows and  financial
condition.

As of June 30, 2004, the Company had the following  contractual  obligations and
commercial commitments:

<TABLE>
<CAPTION>
<S>                         <C>                    <C>            <C>           <C>          <C>          <C>

           ---------------------------------------------------------------------------------------------------------
                Contractual Obligations                               Payments Due by Period
           ---------------------------------------------------------------------------------------------------------
                                                   Total       Less than 1    1-3 years    4-5 years     After 5
                                                                   year                                   years
           ---------------------------------------------------------------------------------------------------------
           Capital Lease Obligations              $ 20,000      $ 20,000         --           --            --
           ---------------------------------------------------------------------------------------------------------
           Operating Leases                      1,633,000       366,000      $781,000     $486,000         --
           ---------------------------------------------------------------------------------------------------------
           Note payable                             32,000         9,000        18,000        5,000         --
           ---------------------------------------------------------------------------------------------------------
           Total Contractual Cash Obligations   $1,685,000      $395,000      $799,000     $491,000         --
           ---------------------------------------------------------------------------------------------------------
</TABLE>



I
TEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

All sales, domestic and foreign, are made in U.S. dollars and therefore currency
fluctuations  are believed to have no impact on the Company's net revenues.  The
Company  has no  material  long-term  investments  or  debt,  other  than a note
payable, and therefore is not subject to interest rate risk. Management does not
believe  that  inflation  has  had or  will  have a  significant  impact  on the
Company's results of operations.

                                       30

<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
         -------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                                                         <C>    

                                                                                                          Page Number

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm                                    32

Balance Sheets at June 30, 2004 and 2003                                                                      33

Statements of Operations for the years ended June 30, 2004, 2003 and 2002                                     34

Statements of Stockholders' Equity for the years ended June 30, 2004, 2003 and 2002                           35

Statements of Cash Flows for the years ended June 30, 2004, 2003 and 2002                                     36

Notes to Financial Statements                                                                                 37

</TABLE>



                                       31

<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of ThermoGenesis Corp.

We have audited the  accompanying  balance sheets of  ThermoGenesis  Corp. as of
June 30, 2004 and 2003, and the related statements of operations,  stockholders'
equity,  and cash flows for each of the three years in the period ended June 30,
2004. Our audits also included the financial  statement  schedule  listed in the
Index  at Item  15.(a)(2).  These  financial  statements  and  schedule  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of ThermoGenesis Corp. at June 30,
2004 and 2003,  and the results of its operations and its cash flows for each of
the three  years in the period  ended June 30,  2004,  in  conformity  with U.S.
generally  accepted  accounting  principles.  Also, in our opinion,  the related
financial statement schedule, when considered in relation to the basic financial
statements  taken as a whole,  presents  fairly  in all  material  respects  the
information set forth therein.


                                                           /s/ ERNST & YOUNG LLP


Sacramento, California
August 17, 2004



                                       32

<PAGE>


<TABLE>
<CAPTION>
<S>                                                                            <C>                        <C>   

                               ThermoGenesis Corp.
                                 Balance Sheets

ASSETS                                                                    June 30, 2004             June 30, 2003
                                                                       ---------------------     ---------------------

Current assets:
  Cash and cash equivalents                                                $16,612,000                $6,815,000
  Accounts receivable, net of allowance for                                                                           
    doubtful accounts of $61,000 ($80,000 at June 30, 2003)                  3,107,000                 2,014,000
  Inventory                                                                  2,470,000                 2,650,000
  Other current assets                                                         582,000                   820,000
                                                                       ---------------------     ---------------------
    Total current assets                                                    22,771,000                12,299,000

Equipment at cost less accumulated depreciation of $2,383,000                                                         
    ($2,599,000 at June 30, 2003)                                            1,146,000                   442,000
Other assets                                                                   197,000                    50,000
                                                                       ---------------------     ---------------------
                                                                           $24,114,000               $12,791,000
                                                                       =====================     =====================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                          $1,709,000                $1,165,000
  Accrued payroll and related expenses                                         287,000                   235,000
  Deferred revenue                                                             142,000                   145,000
  Accrued liabilities                                                          835,000                   389,000
                                                                       ---------------------     ---------------------

Total current liabilities                                                    2,973,000                 1,934,000

Long-term portion of capital lease obligations and note payable                 21,000                    44,000

Deferred revenue                                                               152,000                   239,000

Commitments and contingencies

Stockholders' equity:

  Preferred stock, $0.001 par value; 2,000,000 shares authorized;                                                     
     Series A convertible preferred stock, 1,077,540                                                                  
     shares issued, 126,000 outstanding (158,000 outstanding at                                                       
     June 30, 2003) ($1,203,000 aggregate involuntary liquidation                                                
     value at June 30, 2004)                                                        --                        --

  Common stock, $0.001 par value; 50,000,000 shares                                                                   
     authorized; 44,711,871 issued and outstanding                                                                    
     (39,396,594 at June 30, 2003)                                              45,000                    39,000

  Paid in capital in excess of par                                          80,413,000                65,248,000
  Accumulated deficit                                                      (59,490,000)              (54,713,000)
                                                                       ---------------------     ---------------------

Total stockholders' equity                                                  20,968,000                10,574,000
                                                                       ---------------------     ---------------------

                                                                           $24,114,000               $12,791,000
                                                                       =====================     =====================
</TABLE>


                                              See accompanying notes.

                                       33

<PAGE>

                               ThermoGenesis Corp.
                            Statements of Operations

<TABLE>
<CAPTION>
<S>                                                           <C>                     <C>                     <C>  

                                                                              Years ended June 30
                                                          ------------------------------------------------------------
                                                               2004                  2003                  2002
                                                          ----------------      ----------------      ----------------
Revenues:
  Product and other revenues                                 $10,459,000            $9,036,000            $8,309,000
  Service revenues                                             1,187,000             1,151,000             1,240,000
                                                          ----------------      ----------------      ----------------
      Net revenues                                            11,646,000            10,187,000             9,549,000

Cost of revenues:
  Costs of product and other revenues                          7,112,000             7,260,000             6,682,000
  Cost of service revenues                                       732,000               640,000               876,000
                                                          ----------------      ----------------      ----------------

      Total costs of revenues                                  7,844,000             7,900,000             7,558,000
                                                          ----------------      ----------------      ----------------
      Gross profit                                             3,802,000             2,287,000             1,991,000

Expenses:
  Selling, general and administrative                          5,174,000             5,014,000             4,843,000
  Research and development                                     3,472,000             2,937,000             2,283,000
                                                          ----------------      ----------------      ----------------
      Total expenses                                           8,646,000             7,951,000             7,126,000
                                                          ----------------      ----------------      ----------------
Loss before interest and other income                         (4,844,000)           (5,664,000)           (5,135,000)

Interest and other expense                                       (23,000)              (13,000)              (13,000)
Interest and other income                                         90,000                74,000               110,000
                                                          ----------------      ----------------      ----------------
      Total interest and other income                             67,000                61,000                97,000

Net loss                                                     ($4,777,000)          ($5,603,000)          ($5,038,000)
                                                          ================      ================      ================

Per share data:
Basic and diluted net loss per common share                       ($0.11)               ($0.15)               ($0.15)
                                                          ================      ================      ================

Shares used in computing per share data                       41,779,818            36,587,102            32,844,292
                                                          ================      ================      ================
</TABLE>


                                              See accompanying notes.

                                       34

<PAGE>

                               ThermoGenesis Corp.
                       Statements of Stockholders' Equity

<TABLE>
<CAPTION>
<S>                                           <C>           <C>            <C>             <C>               <C>   


                                         Common stock      Paid in      Accumulated     Stockholder       Total
                                                         capital in       deficit          note       stockholders'
                                                        excess of par                   receivable       equity
                                         ---------------------------------------------------------------------------

Balance at June 30, 2001                       $32,000   $52,397,000    ($44,072,000)     ($425,000)    $7,932,000

Issuance of 3,504,310 common                                                                                        
   shares in private placement                   3,000     6,830,000              --             --      6,833,000
Issuance of 161,417 shares for                                                                                      
   exercise of options                              --       173,000              --             --        173,000
Cancellation of stockholder note                                                                                    
   receivable for surrender of                                                                                      
   200,000 shares                                   --      (425,000)             --        425,000             --
Stock based compensation                            --       293,000              --             --        293,000

Net loss                                            --            --      (5,038,000)            --     (5,038,000)
                                         ---------------------------------------------------------------------------

Balance at June 30, 2002                        35,000    59,268,000     (49,110,000)            --     10,193,000

Issuance of 3,807,594 common                                                                                        
   shares in private placement                   3,000     5,327,000              --             --      5,330,000
Issuance of 322,251 shares for                                                                                      
   exercise of options                           1,000       588,000              --             --        589,000
Issuance of 35,495 common shares                                                                                    
   for services                                     --        65,000              --             --         65,000

Net loss                                            --            --      (5,603,000)            --     (5,603,000)
                                         ---------------------------------------------------------------------------

Balance at June 30, 2003                        39,000    65,248,000     (54,713,000)            --     10,574,000

Issuance of 2,660,000 common                                                                                        
   shares in private placement                   3,000     9,830,000              --             --      9,833,000
Issuance of 2,493,777 shares for                                                                                    
   exercise of options and warrants              3,000     5,325,000              --             --      5,328,000
Issuance of 1,500 common shares                                                                                     
   for services                                     --        10,000              --             --         10,000
Issuance of 160,000 common                                                                                          
   shares upon conversion of Series                                                                                 
   A preferred stock                                --            --              --             --             --

Net loss                                            --            --      (4,777,000)            --     (4,777,000)
                                         ---------------------------------------------------------------------------

Balance at June 30, 2004                       $45,000   $80,413,000    ($59,490,000)            --    $20,968,000
                                         ===========================================================================
</TABLE>


                                              See accompanying notes.

                                       35

<PAGE>


                               ThermoGenesis Corp.
                            Statements of Cash Flows

<TABLE>
<CAPTION>
<S>                                                             <C>                  <C>                     <C>  

                                                                              Years ended June 30
                                                          ------------------------------------------------------------
                                                               2004                  2003                  2002
                                                          ----------------      ----------------      ----------------

Cash flows from operating activities:
   Net loss                                                 ($4,777,000)          ($5,603,000)          ($5,038,000)
   Adjustments to reconcile net loss to net cash
       used in operating activities:
       Depreciation and amortization                             302,000               266,000               434,000
       Stock compensation expense                                 20,000                    --               293,000
       Issuance of common stock for services                      10,000                65,000                    --
       Loss on sale/retirement of equipment                        7,000                 9,000                15,000
   Net changes in operating assets and liabilities:
       Accounts receivable                                    (1,093,000)              (98,000)             (547,000)
       Inventory                                                  16,000               185,000            (1,044,000)
       Other current assets                                       88,000              (681,000)              (19,000)
       Other assets                                                3,000               (16,000)               10,000
       Accounts payable                                          544,000               170,000               230,000
       Accrued payroll and related expenses                       52,000                31,000                22,000
       Deferred revenue                                          (90,000)              (52,000)              203,000
       Accrued liabilities                                       440,000                11,000               (18,000)
                                                          ----------------      ----------------      ----------------
         Net cash used in operating activities                (4,478,000)           (5,713,000)           (5,459,000)
                                                          ----------------      ----------------      ----------------
Cash flows from investing activities:
   Purchases of short-term investments                                --                    --           (2,013,000)
   Maturities of short-term investments                               --             2,013,000            1,822,000
   Capital expenditures                                         (849,000)              (92,000)            (175,000)
                                                          ----------------      ----------------      ----------------
         Net cash (used in) provided by investing               
            activities                                          (849,000)             1,921,000            (366,000)
                                                          ----------------      ----------------      ----------------
Cash flows from financing activities:
   Exercise of stock options and warrants                      5,308,000               589,000              173,000
   Payments on capital lease obligations and note                                                                     
      payable                                                    (17,000)              (25,000)             (12,000)
   Issuance of common stock and warrants                       9,833,000             5,330,000            6,833,000
                                                          ----------------      ----------------      ----------------
         Net cash  provided by financing activities           15,124,000             5,894,000            6,994,000
                                                          ----------------      ----------------      ----------------
Net increase in cash and cash equivalents                      9,797,000             2,102,000            1,169,000
Cash and cash equivalents at beginning of year                 6,815,000             4,713,000            3,544,000
                                                          ----------------      ----------------      ----------------
Cash and cash equivalents at end of year                     $16,612,000            $6,815,000           $4,713,000
                                                          ================      ================      ================

Supplemental cash flow information:
   Cash paid during the year for interest                        $15,000               $13,000              $13,000
                                                          ================      ================      ================

Supplemental non-cash financing and investing
   information:
   Surrender of stock to exercise options                       $656,000                    --                   --
                                                          ================      ================      ================
   Equipment acquired by note payable                                 --               $36,000                   --
                                                          ================      ================      ================
   Transfer of inventory to equipment                           $164,000               $52,000                   --
                                                          ================      ================      ================
   Cancellation of stockholder note receivable                        --                    --             $425,000
                                                          ================      ================      ================
</TABLE>


                                              See accompanying notes.

                                       36

<PAGE>


                               ThermoGenesis Corp.
                          NOTES TO FINANCIAL STATEMENTS

1.   Summary of Significant Accounting Policies
     ------------------------------------------
Organization and Business
-------------------------

ThermoGenesis  Corp.  ("the Company") was incorporated in Delaware in July 1986.
The Company designs,  manufactures and markets  automated devices and single-use
processing  disposables  that enable  hospitals and blood banks to manufacture a
therapeutic dose of stem cells,  wound healing proteins or growth factors from a
single  unit of cord  blood or the  patient's  own  blood in less than one hour.
Initially,  the Company  developed  medical devices for ultra rapid freezing and
thawing of blood components,  which the Company  manufactures and distributes to
blood banks and hospitals.

Revenue Recognition
-------------------

The Company  recognizes  revenue  including  multiple element  arrangements,  in
accordance  with  the  provisions  of  SAB  No.  101  and  EITF  00-21.  Revenue
arrangements   with  multiple  elements  are  divided  into  separate  units  of
accounting if certain criteria are met, including whether the delivered item has
value to the customer on a stand-alone  basis and whether there is objective and
reliable  evidence  of the  fair  value of the  undelivered  items.  Revenue  is
recognized as specific elements indicated in sales contracts are executed. If an
element  is  essential  to  the  functionality  of an  arrangement,  the  entire
arrangement's revenue is deferred until that essential element is delivered. The
fair  value  of  each   undelivered   element  that  is  not  essential  to  the
functionality  of the system is deferred until  performance or delivery  occurs.
The fair value of an undelivered  element is based on vendor specific  objective
evidence or third party evidence of fair value as appropriate. If an undelivered
element  exists,  the Company will  determine the fair value of the  undelivered
element and  subtract the fair value of the  undelivered  element from the total
consideration  under the  arrangement.  The  residual  amount  is the  Company's
estimate  of the fair value of the  delivered  element.  Costs  associated  with
inconsequential  or perfunctory  elements in multiple  element  arrangements are
accrued at the time of revenue  recognition.  The Company  accounts for training
and installation as a separate element of a multiple  element  arrangement.  The
Company  therefore  recognizes  the fair  value  of  training  and  installation
services upon their completion.  For licensing  agreements pursuant to which the
Company receives up-front  licensing fees for products or technologies that will
be provided by the Company over the term of the arrangements, the Company defers
the up-front fees and recognizes the fees as revenue on a  straight-line  method
over the term of the respective contracts.

                                       37

<PAGE>


                               ThermoGenesis Corp.
                    NOTES TO FINANCIAL STATEMENTS (Continued)

1.   Summary of Significant Accounting Policies (Continued)
     ------------------------------------------------------

Revenue Recognition (Continued)
-------------------------------

Revenues from the sale of the Company's products are recognized upon transfer of
title. The Company generally ships products F.O.B. shipping point at its office.
There  is no  conditional  evaluation  on any  product  sold and  recognized  as
revenue.  All foreign  sales are  denominated  in U.S.  dollars.  The  Company's
foreign sales are generally  through  distributors.  There is no right of return
provided  for  distributors.  For sales of products  made to  distributors,  the
Company  considers  a number  of  factors  in  determining  whether  revenue  is
recognized  upon transfer of title to the  distributor,  or when the distributor
places the product with an end-user.  These factors include, but are not limited
to,  whether the payment terms offered to the  distributor  are considered to be
non-standard,   the  distributor  history  of  adhering  to  the  terms  of  its
contractual  arrangements with the Company, the level of inventory maintained by
the distributor,  whether the Company has a pattern of granting  concessions for
the benefit of the  distributor,  or whether there are other conditions that may
indicate  that the  sale to the  distributor  is not  substantive.  The  Company
currently  recognizes  revenue  on the  sell-in  method  with its  distributors.
Shipping and handling fees billed to customers are included in product and other
revenues,  while the  related  costs are  included  in cost of product and other
revenues.  Service revenue generated from contracts for providing maintenance of
equipment is amortized over the life of the agreement. All other service revenue
is recognized at the time the service is completed.  Amounts billed in excess of
revenue recognized are recorded as deferred revenue on the balance sheet.

Use of Estimates
----------------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles in the United States requires management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Cash, Cash Equivalents and Short Term Investments
-------------------------------------------------

The Company  considers  all highly liquid  investments  with a maturity of three
months  or less at the  time of  purchase  to be cash  equivalents.  Short  term
investments are comprised of  certificates  of deposit with  maturities  greater
than 90 days, but not exceeding one year.

Fair Value of Financial Instruments
-----------------------------------

Carrying  amounts of financial  instruments  held by the Company,  which include
cash and cash equivalents, short term investments, accounts receivable, accounts
payable  and  accrued  liabilities,  approximate  fair value due to their  short
duration.

                                       38

<PAGE>


                               ThermoGenesis Corp.
                    NOTES TO FINANCIAL STATEMENTS (Continued)

1.   Summary of Significant Accounting Policies (Continued)
     ------------------------------------------------------

Accounts Receivable and Allowance for Doubtful Accounts
-------------------------------------------------------

The Company's  receivables are recorded when billed and represent claims against
third parties that will be settled in cash.  The carrying value of the Company's
receivables,  net  of the  allowance  for  doubtful  accounts  represents  their
estimated net realizable value. The Company estimates its allowance for doubtful
accounts based on historical  collection trends, age of outstanding  receivables
and existing economic conditions. If events or changes in circumstances indicate
that a specific  receivable  balance may be impaired,  further  consideration is
given to the  collectibility  of those  balances  and the  allowance is adjusted
accordingly.  Past-due  receivable  balances are written-off  when the Company's
internal collection efforts have been unsuccessful in collecting the amount due.

Inventory
---------

Inventory  is stated at the lower of cost or  market  and  includes  the cost of
material,  labor and manufacturing overhead. Cost is determined on the first-in,
first-out basis.

Suppliers
---------

The  Company  obtains  certain  custom  components  from  a  limited  number  of
suppliers.  If the supplier  raises the price of the  component or  discontinues
production,  the Company will have to find another qualified supplier to provide
the  component.  In the event that it becomes  necessary  for us to find another
supplier,  we would first be required to qualify the quality  assurance  systems
and  product  of that  alternative  supplier.  Any  transfer  between  qualified
suppliers may impact the production  schedule,  thus delaying revenues,  and may
cause the price of the key components to increase.

Equipment
---------

Equipment  is recorded at cost.  Repairs and  maintenance  costs are expensed as
incurred. Depreciation for office, computer, machinery and equipment is computed
under the  straight-line  method  over the  estimated  useful  lives.  Leasehold
improvements are depreciated under the straight line method over their estimated
useful lives or the remaining lease period, whichever is shorter.

Warranty
--------

The Company  provides for the estimated  cost of product  warranties at the time
revenue is recognized.  While the Company  engages in extensive  product quality
programs and processes, including actively monitoring and evaluating the quality
of its component  suppliers,  the Company's  warranty  obligation is affected by
product  failure rates,  material  usage and service  delivery costs incurred in
correcting a product  failure.  Should actual product  failure  rates,  material
usage or service delivery costs differ from the Company's  estimates,  revisions
to the  estimated  warranty  liability  could  have  a  material  impact  on the
Company's financial position, cash flows or results of operations.

                                       39

<PAGE>


                               ThermoGenesis Corp.
                    NOTES TO FINANCIAL STATEMENTS (Continued)

1.   Summary of Significant Accounting Policies (Continued)
     ------------------------------------------------------

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

The Company has adopted the disclosure provision for stock-based compensation of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation",    and    SFAS   No.    148,    "Accounting    for    Stock-Based
Compensation-Transition and Disclosure", which was released in December, 2002 as
an amendment  of SFAS No 123, but  continues to account for such items using the
intrinsic value method as outlined under Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees".

The Company uses the  Black-Scholes  option  pricing model to determine the fair
value  of the  equity  instruments  issued  (which  were  determined  to be more
reliably  measurable  than the fair value of  consideration  received) using the
stock price and other  measurement  assumptions  as of the date a commitment for
performance by the counterparty to earn the equity  instrument was reached.  The
fair value of the equity  instruments issued is recognized in the same period as
if the Company had paid cash for the services.

The Black-Sholes  option valuation model was developed for use in estimating the
fair  value of  traded  options.  The  Company's  employee  stock  options  have
characteristics  significantly  different  from those of traded  options such as
vesting  restrictions and extremely limited  transferability.  In addition,  the
assumptions used in option  valuation models (see below) are highly  subjective,
particularly  the  expected  stock price  volatility  of the  underlying  stock.
Because changes in these subjective input  assumptions can materially affect the
fair value  estimates,  in  management's  opinion,  the  existing  models do not
provide a  reliable  single  measure  of the fair  value of its  employee  stock
options.

For purposes of pro forma  disclosures,  the estimated fair value of the options
is amortized over the options' vesting periods using the  straight-line  method.
The Company's pro forma information is as follows:

<TABLE>
<CAPTION>
<S>                                           <C>                       <C>                        <C>  

                                             2004                       2003                      2002
                                     ----------------------    -----------------------     -------------------

Net loss, as reported                     ($4,777,000)               ($5,603,000)            ($5,038,000)
Add:  stock-based employee                                                                                    
   compensation expense                                                                                       
   included in reported net loss,                                                                             
   net of related tax effects                      --                         --                 293,000
Deduct:  total stock-based                                                                                    
   employee compensation                                                                                      
   expense determined                                                                                         
   under fair value method for                                                                                
   all awards, net of related tax                                                                             
   effects                                   (538,000)                  (969,000)               (802,000)
                                     ----------------------    -----------------------    --------------------
Pro forma net loss                        ($5,315,000)               ($6,572,000)            ($5,547,000)
                                     ======================    =======================    ====================

Basic and diluted net loss per
share
    As reported                                ($0.11)                    ($0.15)                 ($0.15)
   Pro forma                                   ($0.13)                    ($0.18)                 ($0.17)
</TABLE>


                                       40

<PAGE>

                               ThermoGenesis Corp.
                    NOTES TO FINANCIAL STATEMENTS (Continued)

1.   Summary of Significant Accounting Policies (Continued)
     ------------------------------------------------------

Stock Based Compensation (Continued)
------------------------------------

The pro forma  amounts  discussed  above were  derived  using the  Black-Scholes
option-pricing model with the assumptions indicated below:

<TABLE>
<CAPTION>
<S>                                     <C>                     <C>                       <C>  

                                        2004                    2003                     2002
                                 -------------------    ---------------------    ---------------------
Average expected                        
  life (years)                          4.2                      4.4                       3.4
Risk-free interest rate                 3.2%                     3.2%                    3.36%
Volatility                               88%                      97%                      93%
Dividend yield                            0%                       0%                       0%
</TABLE>


The weighted  average grant date fair value of options  granted during the years
ended June 30, 2004, 2003 and 2002 was $2.29, $1.23 and $1.45, respectively.

Credit Risk
-----------

The Company  manufactures  and sells  thermodynamic  devices  principally to the
blood  component  processing  industry and performs  ongoing  evaluations of the
credit  worthiness  of  its  customers.   The  Company  believes  that  adequate
provisions  for  uncollectible  accounts  have  been  made  in the  accompanying
financial statements.

Segment Reporting
-----------------

The  Company  operates  in  a  single  segment  providing  medical  devices  and
disposables to hospitals and blood banks  throughout the world which utilize the
equipment to process blood components.

Income Taxes
------------

The liability method is used for accounting for income taxes. Under this method,
deferred tax assets and liabilities are determined based on differences  between
the financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that are scheduled to be in effect when the
differences are expected to reverse. The Company used the flow-through method to
account for income tax credits.

Net Loss per Share
------------------

Net loss per share is computed by dividing  the net loss to common  stockholders
by the weighted average number of common shares outstanding.  The calculation of
the basic and diluted earnings per share is the same for all periods  presented,
as the effect of the potential  common stock  equivalents is antidilutive due to
the  Company's  net  loss  position  for  all  periods  presented.  Antidilutive
securities,   which  consist  of  stock  options,  warrants  and  the  Series  A
convertible  preferred  stock,  that were not  included  in diluted net loss per
common share were  3,437,272,  7,591,249 and 8,069,369 as of June 30, 2004, 2003
and 2002, respectively.

                                       41

<PAGE>


                               ThermoGenesis Corp.
                    NOTES TO FINANCIAL STATEMENTS (Continued)

1.   Summary of Significant Accounting Policies (Continued)
     ------------------------------------------------------

Reclassifications
-----------------

Certain amounts in the prior year's financial  statements have been reclassified
to conform with the 2004 presentations.

New Accounting Pronouncements
-----------------------------

In   November   2002,   the  EITF   reached   a   consensus   on  Issue   00-21,
"Multiple-Deliverable Revenue Arrangements" ("EITF 00-21"). EITF 00-21 addresses
how to account for arrangements  that may involve the delivery or performance of
multiple products, services, and/or rights to use assets. The consensus mandates
how to  identify  whether  goods or  services  or both that are to be  delivered
separately in a bundled  sales  arrangement  should be accounted for  separately
because they are  "separate  units of  accounting."  The guidance can affect the
timing of revenue  recognition  for such  arrangements,  even though it does not
change  rules  governing  the  timing  or  pattern  of  revenue  recognition  of
individual  items  accounted for  separately.  EITF 00-21 was adopted on July 1,
2003 and had no impact on our financial statements.

In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150
(SFAS 150),  "Accounting for Certain Financial  Instruments with Characteristics
of Both Liabilities and Equity". SFAS 150 requires certain financial instruments
that  embody  obligations  of  the  issuer  and  have  characteristics  of  both
liabilities  and  equity  to  be  classified  as  liabilities.   Many  of  these
instruments  previously  were  classified  as equity or temporary  equity and as
such, SFAS 150 represents a significant change in practice in the accounting for
a number  of  mandatorily  redeemable  equity  instruments  and  certain  equity
derivatives  that  frequently  are  used in  connection  with  share  repurchase
programs.  SFAS 150 was  adopted  as of July 1,  2003 and had no  impact  on our
financial statements.

2.   Inventory
     ---------

Inventory consisted of the following at June 30:

                                               2004               2003
                                          ---------------    ----------------

                Raw materials               $1,448,000          $1,711,000
                Work in process                769,000             493,000
                Finished goods                 755,000             838,000
                Reserve                       (502,000)           (392,000)
                                          ---------------    ----------------
                                            $2,470,000          $2,650,000
                                          ===============    ================

Included  in the  Company's  inventory  reserve  at June  30,  2004 and 2003 was
$320,000 and  $252,000,  respectively,  related to CryoSeal  inventory  products
which is based on inventory levels in excess of current demand for the product.

                                       42

<PAGE>


                               ThermoGenesis Corp.
                    NOTES TO FINANCIAL STATEMENTS (Continued)

3.   Equipment
     ---------

<TABLE>
<CAPTION>
<S>                                                               <C>                <C>                  <C>   

Equipment consisted of the following at June 30:

                                                              2004                2003             Estimated Useful Life
                                                        ----------------    ----------------    --------------------------

Office equipment                                            $477,000            $370,000        5-10 years
Computer and purchased software                              951,000             829,000        2-5 years
Machinery and equipment                                    1,921,000           1,642,000        5-10 years or lease term
Leasehold improvements                                       180,000             200,000        5 years
                                                        ----------------    ----------------
                                                           3,529,000           3,041,000

Less accumulated depreciation and amortization            (2,383,000)         (2,599,000)
                                                        ----------------    ----------------

                                                          $1,146,000            $442,000
                                                        ================    ================
</TABLE>


4.   Accrued Liabilities
     -------------------

Accrued liabilities consisted of the following at June 30:

<TABLE>
<CAPTION>
<S>                                                 <C>                      <C>

                                                    2004                    2003
                                              ------------------      -----------------

                Accrued warranty reserves              $281,000               $193,000
                Accrued commissions                     264,000                 56,000
                Deferred rent                            69,000                      -
                Customer deposits                        32,000                  2,000
                Capital lease obligations                21,000                 16,000
                Other accrued liabilities               168,000                122,000
                                              ------------------      -----------------
                                                       $835,000               $389,000
                                              ==================      =================
</TABLE>


5.   Commitments and Contingencies
     -----------------------------

Operating Leases
----------------

The Company leases its facility  pursuant to a  non-cancelable  operating lease.
The facility lease includes the option to renew for a five year term. The annual
future cash obligations are as follows:


                        2005                          $366,000
                        2006                           382,000
                        2007                           399,000
                        2008                           416,000
                        2009                            70,000
                        Thereafter                          --
                                               ----------------
                        Total                       $1,633,000
                                               ================

                                       43

<PAGE>

Rent  expense was  $487,000,  $395,000 and $356,000 for the years ended June 30,
2004, 2003 and 2002, respectively.

                                       44

<PAGE>



                               ThermoGenesis Corp.
                    NOTES TO FINANCIAL STATEMENTS (Continued)

5.   Commitments and Contingencies (Continued)
     -----------------------------------------

Capital Leases
--------------

The Company leases certain equipment under capital leases. The following amounts
are included in equipment as assets under these capital leases as of June 30:

<TABLE>
<CAPTION>
<S>                                                           <C>                    <C> 

                                                              2004                  2003
                                                        -----------------     -----------------

                Cost                                         $62,000               $62,000
                Less:  accumulated amortization               45,000                33,000
                                                        -----------------     -----------------

                Net assets under capital leases              $17,000               $29,000
                                                        =================     =================
</TABLE>


The future  minimum lease  payments under capital leases as of June 30, 2004 are
$20,000 of which $2,000  represents  interest.  The present value of the minimum
lease payments of $18,000 is a current liability.

Note Payable 
------------

The Company entered into a note payable with a financial institution to purchase
a vehicle for field  service  personnel in January  2003 for  $36,000.  The note
bears interest at 9.90%,  requires monthly payments of principal and interest of
$756 and matures on January 5, 2008.

Contingencies
-------------

In the normal  course of  operations,  the  Company  may have  disagreements  or
disputes  with  employees or vendors.  These  disputes are seen by the Company's
management  as a normal  part of  business,  and  there are no  pending  actions
currently  or no  threatened  actions  that  management  believes  would  have a
significant  material  impact on the Company's  financial  position,  results of
operations or cash flow.

Warranty
--------

The Company  offers a one-year  warranty for parts only on all of its  products.
The Company  estimates  the costs that may be incurred  under its basic  limited
warranty and records a liability in the amount of such costs at the time product
revenue is  recognized.  Factors that affect the  Company's  warranty  liability
include the number of  installed  units,  historical  and  anticipated  rates of
warranty  claims,  and cost per claim.  The Company  periodically  assesses  the
adequacy  of its  recorded  warranty  liabilities  and  adjusts  the  amounts as
necessary.

Changes  in the  Company's  product  liability  which  is  included  in  accrued
liabilities during the period are as follows:

<TABLE>
<CAPTION>
<S>                                                                      <C>                     <C>   

                                                                          For years ended June 30,
                                                                        2004                   2003
                                                                  -------------------    -------------------
          Beginning balance                                            $193,000               $158,000
          Warranties issued during the period                           249,000                276,000
          Settlements made during the period                           (131,000)              (205,000)

                                       45

<PAGE>

          Changes in liability for pre-existing                                                             
             warranties during the period, including                                                        
             expirations                                                (30,000)               (36,000)
                                                                  -------------------    -------------------
          Ending balance                                               $281,000               $193,000
                                                                  ===================    ===================
</TABLE>


                                       46

<PAGE>


                               ThermoGenesis Corp.
                    NOTES TO FINANCIAL STATEMENTS (Continued)

6.   Stockholder's Equity

Series A Convertible Preferred Stock
------------------------------------

In January 1999, the Company  completed a private  placement of 1,077,540 shares
of Series A Convertible Preferred Stock ("Series A"), raising $6,227,000, net of
commissions  and direct  expenses.  Commissions  of 7% of the gross proceeds and
warrants  to  purchase  200,000  shares of common  stock at $1.70 per share were
issued to the placement agent.  The significant  features of the Series A are as
follows:

     Voting  Rights - the  holders of shares of Series A are  entitled to voting
     rights  equal to the  number of shares  of common  stock to be issued  upon
     conversion of the Series A.

     Liquidation Preferences - In the event of liquidation or dissolution of the
     Company,  the Series A  stockholders  are entitled to priority  over common
     stockholders  with respect to distribution of Company assets or payments to
     stockholders.  The  liquidation  preference  is equal to  $6.25  per  share
     compounded annually at 8% per share per year.

     Conversion  Rights - Holders of the Series A have the right to convert  the
     Series A at the option of the  holder,  at any time,  into shares of common
     stock of the Company at the conversion rate of one preferred share for five
     shares of common stock.  The  conversion  rate is subject to adjustment for
     changes in the company's  capital  structure,  which would otherwise have a
     dilutive  effect  on  the  conversion  rate.  The  value  assigned  to  the
     Beneficial  Conversion Feature, as determined using the quoted market price
     of the Company's  common stock on the date the Series A was sold,  amounted
     to $3,605,000, which represents a discount to the value of the Series A. As
     of June 30, 2004,  951,540 shares of Series A have been  converted,  32,000
     were converted during the year ended June 30, 2004.

     Automatic Conversion - At the option of the Company, each share of Series A
     may be converted into shares of common stock at the conversion  rate of 1:5
     provided that the shares of the Company's  common stock trade at an average
     price  equal to or  greater  than $5 per share for 30  consecutive  trading
     days.

     Dividends - The holder of Series A shall be  entitled to receive  dividends
     at the same  rate and at the same  time as any  dividends  declared  on the
     Company's common stock.

Common Stock
------------

The  Company  completed  a  private  financing  on March 26,  2004,  in which it
received  $9,833,000,  net of  expenses.  The proceeds  from the  offering  were
received from the sale of 2,660,000 shares of common stock.

The  Company  completed  a  private  financing  on March 28,  2003,  in which it
received  $5,330,000,  net of  expenses.  The proceeds  from the  offering  were
received from the sale of 3,807,594 shares of common stock and issued three year
warrants  representing  the right to acquire an additional  11,976 shares of the
Company's common stock at $2.39 per share. The warrants vest immediately.  There
were no warrants exercised as of June 30, 2004.

                                       47

<PAGE>

                               ThermoGenesis Corp.
                    NOTES TO FINANCIAL STATEMENTS (Continued)

6.   Stockholder's Equity (Continued)
     --------------------------------

Common Stock (Continued)
------------------------

The  Company  completed  a  private  financing  on March 26,  2002,  in which it
received  $6,833,000  net of  expenses.  The  proceeds  from the  offering  were
received  from the sale of  3,504,310  shares of common stock at $2.00 per share
and five year warrants  representing the right to acquire an additional  723,362
shares of common stock at $3.07 per share. The warrants vest immediately.  There
were 260,000 warrants exercised as of June 30, 2004.

As of June 30, 2004,  the Company had 4,819,928  shares of common stock reserved
for future issuance.

Warrants
--------

In conjunction  with a private  placement on April 27, 2001,  five year warrants
were issued,  representing the right to acquire an additional  788,809 shares of
common  stock,  at an  exercise  price of $2.88 per  share.  The  warrants  vest
immediately. There were 599,402 warrants exercised as of June 30, 2004.

In conjunction  with a debt financing in December 2000,  five year warrants were
issued,  representing the right to acquire 415,000 shares of common stock for an
exercise  price of $1.625.  The warrants  vest  immediately.  There were 348,000
warrants exercised as of June 30, 2004.

In conjunction with a private  placement in December 1999 and January 2000, five
year  warrants were issued,  representing  the right to acquire  484,562  common
shares at an exercise price of $2.72628.  There were 268,112 warrants  exercised
as of June 30, 2004.

As part of the placement  agent's  compensation in the 1999 private placement of
Series A convertible  preferred  stock,  warrants to purchase  200,000 shares of
common stock at an exercise price of $1.70 were issued.  The warrants were fully
vested upon  issuance.  There were  200,000  warrants  exercised  prior to their
expiration in January 2004.

In conjunction with a private  placement in November 1996,  seven-year  warrants
were issued,  representing the right to acquire 1,478,001 shares of common stock
at an exercise  price of $3.661 per share.  The warrants  were fully vested upon
issuance and expired in November  2003.  There were 132,200  warrants  exercised
prior to November 2003.

Stock Options
-------------

The Amended 1994 Stock Option Plan ("1994  Plan")  permits the grant of stock or
options to employees,  directors and  consultants.  A total of 1,450,000  shares
were approved by the stockholders for issuance under the 1994 Plan.  Options are
granted at prices that are equal to 100% of the fair market value on the date of
grant,  and expire over a term not to exceed ten years.  Options  generally vest
ratably over a five-year  period,  unless  otherwise  determined by the Board of
Directors.

The Amended 1998 Stock Option Plan ("1998  Plan")  permits the grant of stock or
options to employees,  directors and  consultants.  A total of 3,798,000  shares
were approved by the stockholders for issuance under the 1998 Plan.  Options are

                                       48

<PAGE>

granted at prices that are equal to 100% of the fair market value on the date of
grant,  and expire over a term not to exceed ten years.  Options  generally vest
ratably over three to five years,  unless  otherwise  determined by the Board of
Directors.

                                       49

<PAGE>
                               ThermoGenesis Corp.
                    NOTES TO FINANCIAL STATEMENTS (Continued)

6.   Stockholder's Equity (Continued)
     --------------------------------
Stock Options (Continued)
-------------------------

The 2002  Independent  Directors Equity Incentive Plan ("2002 Plan") permits the
grant of stock or options to  independent  directors.  A total of 250,000 shares
were approved by the stockholders for issuance under the 2002 Plan.  Options are
granted at prices  which are equal to 100% of the fair market  value on the date
of grant, and expire over a term not to exceed ten years. Options generally vest
immediately, unless otherwise determined by the Board of Directors.

In May 2002, the term for 288,000 fully vested options to purchase shares of the
Company's common stock was extended for an additional five years. As a result of
this stock option  modification,  the Company recorded  compensation  expense of
$205,000 for the year ended June 30, 2002. The $205,000 was calculated using the
intrinsic  value method which compares the common stock option exercise price to
the fair market value of the underlying common stock on the date of extension.

A summary of stock  option  activity  for the three  years  ended June 30,  2004
follows:

<TABLE>
<CAPTION>
<S>                                                              <C>                        <C>  

                                                           Number of Options           Weighted-Average
                                                              Outstanding               Exercise Price
                                                                                          Per Share
                                                        ------------------------    -----------------------
Balance at June 30, 2001                                        2,109,285                   $1.98
Options granted                                                 1,539,000                   $2.07
Options canceled                                                 (455,333)                  $2.82
Options exercised                                                (161,417)                  $1.53
                                                        ------------------------
Balance at June 30, 2002                                        3,031,535                   $1.93
                                                        ========================
Exercisable at June 30, 2002                                    1,426,206                   $1.79
                                                        ========================

Options granted                                                   525,000                   $1.74
Options canceled                                                 (434,745)                  $2.08
Options exercised                                                (322,251)                  $1.82
                                                        ------------------------
Balance at June 30, 2003                                        2,799,539                   $1.88
                                                        ========================
Exercisable at June 30, 2003                                    1,752,372                   $1.74
                                                        ========================

Options granted                                                    57,250                   $3.47
Options canceled                                                  (11,667)                  $2.14
Options exercised                                                (986,045)                  $1.78
                                                        ------------------------
Balance at June 30, 2004                                        1,859,077                   $1.97
                                                        ========================
Exercisable at June 30, 2004                                    1,098,250                   $1.86
                                                        ========================
</TABLE>


The following table summarizes  information  about stock options  outstanding at
June 30, 2004:

<TABLE>
<CAPTION>
<S>                           <C>                  <C>                 <C>               <C>              <C> 

 Range of Exercise          Number          Weighted-Average      Weighted-Average     Number         Weighted-Average
      Prices             Outstanding           Remaining            Exercise         Exercisable       Exercise Price
                                            Contractual Life          Price
--------------------    ---------------    -------------------    --------------    --------------    ------------------
$1.125-$1.68                 481,833               3.3                 $1.45            475,000           $1.45
$1.70-$2.50                1,321,834               4.8                 $2.10            597,334           $2.09

                                       50

<PAGE>

$3.15-$4.70                   55,410               4.4                 $3.49             25,916           $3.87
                        ---------------                                             --------------

Total                      1,859,077                                                  1,098,250
                        ===============                                             ==============
</TABLE>


                                       51

<PAGE>


                               ThermoGenesis Corp.
                    NOTES TO FINANCIAL STATEMENTS (Continued)

7.   Stockholder Note Receivable
     ---------------------------

In October 2000, the Company  entered into a note  receivable with the Company's
Chief  Executive  Officer and Chairman of the Board for $425,000.  The principal
amount of the note  represents the amount due to the Company for the exercise of
options for 200,000  shares of common stock at an exercise  price of $2.13.  The
note was a full  recourse  note,  bore  interest at 6.3% and was due October 31,
2001. In October 2001, the compensation committee rescinded the transaction.  As
such,  the note was  cancelled  and the CEO  surrendered  the 200,000  shares of
common stock.

8.   Major Customers and Foreign Sales
     ---------------------------------

At June 30, 2004, the Company had four customers that individually accounted for
16%, 13%, 12% and 12% of accounts receivable.  At June 30, 2003, the Company had
two  customers  that  individually   accounted  for  12%  and  11%  of  accounts
receivable.

During  the  fiscal  year ended June 30,  2004,  revenues  from two  significant
customers  totaled  $2,523,000  or 22% of net  revenues.  During the fiscal year
ended June 30, 2003, revenues from two significant  customers totaled $2,547,000
or 25% of net  revenues.  During the fiscal year ended June 30,  2002,  revenues
from a significant customer totaled $3,523,000 or 37% of net revenues.

If the  relationship  between the Company and these  customers were altered,  it
could have a material impact on the Company's financial position,  cash flows or
results of operations.

The Company had sales to customers  outside the United States as follows for the
years ended June 30:

<TABLE>
<CAPTION>
<S>                              <C>                         <C>                           <C>   

                                2004                        2003                         2002
                      -------------------------    ------------------------    -------------------------

Europe                        $3,195,000                  $2,400,000                   $1,679,000

Asia                           4,521,000                   2,815,000                    1,631,000

Other                            879,000                     947,000                      620,000
                      -------------------------    ------------------------    -------------------------

                              $8,595,000                  $6,162,000                   $3,930,000
                      =========================    ========================    =========================
</TABLE>


9.   Income Taxes
     ------------

The reconciliation of federal income tax attributable to operations  computed at
the  federal  statutory  tax rate of 34% to income tax expense is as follows for
the years ended June 30:

<TABLE>
<CAPTION>
<S>                                                      <C>                  <C>                   <C>   

                                                         2004                 2003                 2002
                                                   -----------------    -----------------    -----------------

Statutory federal income tax benefit                  ($1,624,000)         ($1,905,000)         ($1,712,000)
Net operating loss with no tax benefit                  1,624,000            1,905,000            1,712,000
                                                   -----------------    -----------------    -----------------

           Total federal income tax                 $                    $                    $
                                                                -                   -                    -
                                                   =================    =================    =================
</TABLE>


                                       52

<PAGE>

At June 30, 2004, the Company had net operating loss  carryforwards  for federal
and state  income tax  purposes of  approximately  $52,336,000  and  $17,553,000
respectively,  that are available to offset future income. The federal and state
loss  carryforwards  expire in various years between 2005 and 2024, and 2005 and
2014, respectively.

                                       53

<PAGE>

                               ThermoGenesis Corp.
                    NOTES TO FINANCIAL STATEMENTS (Continued)

9.   Income Taxes (Continued)
     ------------------------

At  June  30,  2004,  the  Company  has  research  and  experimentation   credit
carryforwards of approximately  $500,000 for federal tax purposes that expire in
various years between 2005 and 2024,  and $395,000 for state income tax purposes
that do not have an expiration date.

Significant  components of the Company's deferred tax assets and liabilities for
federal and state income taxes are as follows:

<TABLE>
<CAPTION>
<S>                                                                   <C>                             <C>   

                                                                   June 30, 2004                  June 30, 2003
                                                              -------------------------     --------------------------

Deferred tax assets:
                Net operating loss carry-forwards                    $18,837,000                    $16,448,000
                Income tax credits                                       793,000                        702,000
                Capitalized research costs                               660,000                        560,000
                Other                                                    788,000                        819,000
                                                              -------------------------     --------------------------

Total deferred taxes                                                  21,078,000                     18,529,000
Valuation allowance                                                  (21,078,000)                   (18,529,000)
                                                              -------------------------     --------------------------

Net deferred taxes                                                   $         -                    $         -
                                                              =========================     ==========================
</TABLE>


The valuation  allowance  increased by approximately $2.5 million,  $2.1 million
and $1.8 million in 2004, 2003 and 2002, respectively.  Approximately $1,344,000
of the valuation  allowance at June 30, 2004 is related to the benefits of stock
option deductions, which will be credited to paid-in capital when realized.

Because of the "change of ownership" provisions of the Tax Reform Act of 1986, a
portion of the Company's federal net operating loss and credit carryovers may be
subject to an annual  limitation  regarding  their  utilization  against taxable
income in future periods.

10.  Employee Retirement Plan
     ------------------------

The Company  sponsors an Employee  Retirement Plan,  generally  available to all
employees,  in  accordance  with Section 401 (k) of the Internal  Revenue  Code.
Employees  may elect to  contribute up to the Internal  Revenue  Service  annual
contribution  limit.  Under  this  Plan,  at  the  discretion  of the  Board  of
Directors, the Company may match a portion of the employees'  contributions.  No
Company contributions have been made to the Plan as of June 30, 2004.

11.  Related Party Transactions
     --------------------------

During the second quarter of fiscal 2004, the Company  entered into an agreement
with Mediware  Information  Systems,  Inc.  (Mediware) to explore  technical and
market  requirements  and terms and  conditions  for the joint  development  and
marketing of the industry's first fully integrated  system to make  personalized
cell therapy safer and more accessible.  The Company had no expenses or revenues
associated with this agreement during fiscal 2004. The Company's Chief Executive
Officer is on the Board of Directors of Mediware and Mediware's  Chief Executive
Officer is on the Board of Directors of the Company.

                                       54

<PAGE>


                               ThermoGenesis Corp.
                    NOTES TO FINANCIAL STATEMENTS (Continued)

12.  Unaudited Quarterly Financial Data
     ----------------------------------

The following tables provide quarterly data for fiscal years ended June 30, 2004
and 2003.

<TABLE>
<CAPTION>
<S>                                              <C>                        <C>                     <C>                      <C> 

                                            First Quarter          Second Quarter         Third Quarter          Fourth Quarter
                                                Ended                  Ended                   Ended                  Ended
                                          September 30, 2003      December 31, 2003       March 31, 2004          June 30, 2004
                                        -------------------------------------------------------------------------------------------

Net revenues                                  $2,143,000              $2,500,000             $3,367,000             $3,636,000

Gross Margin                                     589,000                 802,000              1,167,000              1,244,000

Net loss                                     ($1,239,000)            ($1,223,000)           ($1,218,000)           ($1,097,000)
                                        =====================     ==================      ===============        ==================

Per share data:

Basic and diluted net loss per                                                                                         
    common share                                  ($0.03)                 ($0.03)                ($0.03)                 ($0.02)
                                        =====================     ==================      ==================     ==================

Shares used in computing per                                                                                                    
    share data                                39,460,449              40,265,493             42,742,891              44,650,439
                                        =====================     ==================      ==================     ==================



                                            First Quarter          Second Quarter          Third Quarter          Fourth Quarter
                                                Ended                   Ended                   Ended                   Ended
                                          September 30, 2002      December 31, 2002        March 31, 2003         June 30, 2003
                                        -------------------------------------------------------------------------------------------

Net revenues                                  $2,053,000              $2,350,000             $2,886,000              $2,898,000

Gross Margin                                     356,000                 412,000                511,000               1,008,000

Net loss                                     ($1,362,000)            ($1,584,000)           ($1,666,000)              ($991,000)
                                        =======================   ==================      ==================     ==================

Per share data:

Basic and diluted net loss per                                                                                             
    common share                                  ($0.04)                 ($0.04)                ($0.05)                 ($0.03)
                                        =======================   ==================      ==================     ==================

Shares used in computing per                                                                                               
    share data                                35,265,271              35,266,004             36,570,697              39,246,038
                                        =======================   ==================      ==================     ==================
</TABLE>


                                       55

<PAGE>



I
TEM 9.   CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE
          --------------------

None


ITEM 9A.  OTHER INFORMATION
          -----------------

None


ITEM 9B.  CONTROLS AND PROCEDURES
          -----------------------

The  Company's  management  with the  participation  of principal  executive and
financial  officers  evaluated the  effectiveness  of the  Company's  disclosure
controls and  procedures as defined by Rule  13a-15(c) of the Exchange Act as of
the end of the period covered by this report. The Company's  disclosure controls
and procedures are designed to ensure that information  required to be disclosed
by the  Company  in  reports  it files or  submits  under the  Exchange  Act are
recorded, processed, summarized and reported on a timely basis. Based upon their
evaluation,  the Company's  principal executive and financial officers concluded
that  the  Company's   disclosure  controls  and  procedures  are  effective  to
accumulate and  communicate to the Company's  management as appropriate to allow
timely decisions regarding disclosure. 


                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
          --------------------------------------------------

The  information  required  by this  Item  will  be  included  in and is  hereby
incorporated  by reference from our Proxy  Statement for the 2004 Annual Meeting
of Stockholders.


ITEM 11.  EXECUTIVE COMPENSATION
          ----------------------

The  information  required  by this  Item  will  be  included  in and is  hereby
incorporated  by reference from our Proxy  Statement for the 2004 Annual Meeting
of Stockholders.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          --------------------------------------------------------------

The  information  required  by this  Item  will  be  included  in and is  hereby
incorporated  by reference from our Proxy  Statement for the 2004 Annual Meeting
of Stockholders.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ----------------------------------------------

The  information  required  by this  Item  will  be  included  in and is  hereby
incorporated  by reference from our Proxy  Statement for the 2004 Annual Meeting
of Stockholders.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
          --------------------------------------

The  information  required  by this  Item  will  be  included  in and is  hereby
incorporated  by reference from our Proxy  Statement for the 2004 Annual Meeting
of Stockholders.

                                       56

<PAGE>

 

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 
          ------------------------------------------

The following documents are filed as a part of this report on Form 10-K.

                                                                     Page Number
                                                                     -----------

(a)  (1) Financial Statements

         Report of Ernst & Young LLP, Independent Registered 
            Public Accounting Firm........................................32

         Balance Sheets at June 30, 2004 and 2003.........................33

         Statements of Operations for the years ended
              June 30, 2004, 2003 and 2002................................34

         Statements of Stockholders' Equity for the years
              ended June 30, 2004, 2003 and 2002..........................35

         Statements of Cash Flows for the years ended
              June 30, 2004, 2003 and 2002................................36

         Notes to Financial Statements....................................37

(a)  (2) Financial Statement Schedules
 
         Schedule II, Valuation and Qualifying Accounts...................65

(b)           Exhibits

         Exhibits  required  by  Item 601 of  Regulation  S-K are  listed in the
         Exhibit Index  on the next page, which is incorporated  here in by this
         reference.

                                       57

<PAGE>


Exhibit Description
-------------------

3.1      (a)  Amended and Restated Certificate of Incorporation (1)
         (b)  Revised Bylaws (2)
4.1               Certificate of Designation Series A Convertible Redeemable 
                   Preferred Stock (3)
4.2               Certificate of Designation of Series B Convertible Preferred 
                   Stock (4)
4.3               Warrant (form) (5)

10.1     (a)  License Agreement between Stryker Corp. and ThermoGenesis Corp.
                (6)
         (b)  Executive Development and Distribution Agreement between 
                ThermoGenesis Corp. and Daido Hoxan Inc. (7)
         (c)  License Agreement with Pall/Medsep Corporation (8)
         (d)  Distribution Agreement with Dideco S.p.A. (9)
         (e)  Employment Agreement for Philip H. Coelho (10)
         (f)  Employment Agreement for Renee Ruecker (11)
         (g)  Employment Agreement for Dan Segal (12)
         (h)  Employment Agreement for Kevin Simpson (13)
         (i)  Securities Purchase Agreement dated March 10, 2004 (form) (14)

23.2     Consent of Ernst & Young LLP, Independent Registered Public Accounting
           Firm
31.1     Rule 13(a) - 14(a)/15(d) - 14(a) Certification (Principal Executive 
           Officer)
31.2     Rule 13(a)-14(a)/15(d)-14(a)Certification (Principal Financial Officer)
32       Section 1350 Certifications

Footnotes to Exhibit Index

(1)   Incorporated by reference to Form 10-K for the year ended June 30, 1999
(2)   Incorporated by reference to Form 10-KSB for the year ended June 30, 1994.
(3)   Incorporated by reference to Form 8-K dated January 14, 1999.
(4)   Incorporated by reference to Form 8-K dated December 23, 1999.
(5)   Incorporated by reference to Form 8-K dated April 5, 2002
(6)   Incorporated by reference to Form 8-K dated September 27, 1995.
(7)   Incorporate by reference to Form 8-K dated March 27, 1997
(8)   Incorporated by reference to Form 8-K for March 27, 1997.
(9)   Incorporated by reference to Form 8-K for February 16, 1998.
(10)  Incorporated by reference to Form 10-K for the year ended June 30, 2002.
(11)  Incorporated by reference to Form 10-Q for the quarter ended March 31, 
      2003.
(12)  Incorporated by reference to Form 10-K for the year ended June 30, 2000.
(13)  Incorporated by reference to Form 10-Q for quarter ended December 31, 
      2002.
(14)  Incorporated by reference from Form 8-K dated March 10, 2004.

                                       58

<PAGE>


GLOSSARY OF CERTAIN TECHNICAL TERMS
-----------------------------------

510(k):  Formal  notification  to FDA obtain  clearance  to market  the  medical
device.  The device must be  substantially  equivalent  to devices  manufactured
prior to 1976,  or which have been  found  substantially  equivalent  after that
date.

AUTOLOGOUS:  Autogenous; related to self; originating within an organism itself,
as obtaining blood from the patient for use in the same patient.

COAGULATION:  (1) the process of clot formation;  (2) in surgery, the disruption
of tissue by physical means to form a blockage or clot.

THERMOLINE  PRODUCTS:  (1) Device for the  ultra-rapid  freezing  of human blood
plasma; (2) Portable device for the ultra-rapid  freezing of human blood plasma;
(3) Device for the rapid thawing of frozen plasma for hospital patient care.

CRYOPRECIPITATE:  Any precipitate (substance that is separated out of a solution
of plasma) that results from cooling, as cryoglobulin or antihemophilic  factor.
When used in the  context of the  CryoSeal  FS System,  cryoprecipitate  means a
"fibrinogen-rich" cryoprecipitate.

CRYOPRESERVATION:  Maintaining  the life of excised tissue or organs by freezing
and storing at very low temperatures.

CRYOSEAL: System for harvesting  fibrinogen-rich  cryoprecipitate from a donor's
blood plasma,  a blood  component that is currently  licensed by the FDA for the
treatment of clotting protein deficient patients.

DEWAR:  Container  that keeps its  contents  at a  constant  and  generally  low
temperature by means of two external walls between which a vacuum is maintained.

FIBRINOGEN:  A blood  protein  that is  converted  to fibrin in the  clotting of
blood.

HEMOSTATIC:  (1) checking the flow of blood; (2) an agent that stops the flow of
blood.

PLURIPOTENT: The ability to develop into all three embryonic tissue layers which
in turn form all the cells of every body organ. Used to describe stem cells that
can form and all cells and tissues in the body.

PROGENITOR:  A parent or ancestor.

STEM  CELLS:  Undifferentiated,  primitive  cells  in the bone  marrow  with the
ability both to multiply and to differentiate into specific blood cells.

THROMBIN: Generated in blood clotting that acts on fibrinogen to produce fibrin.

                                       59

<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                                ThermoGenesis Corp.
                                                By:/s/     PHILIP H. COELHO
                                                --------------------------------
                                                Philip H. Coelho, Chairman & CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the  capacities  and on the dates  indicated.  

By:/s/  PHILIP H. COELHO                        Date: September 9, 2004
------------------------------------------  
Philip H.  Coelho,  Chief  Executive
Officer and Chairman of the Board 
(Principal  Executive Officer) 


By:/s/ RENEE M. RUECKER                         Dated: September 9, 2004
------------------------------------------  
Renee  M.  Ruecker, Chief  Financial  
Officer  
(Principal  Financial and Accounting  
Officer) 


By:/s/ KEVIN  M.  SIMPSON                       Dated: September 9, 2004
------------------------------------------  
Kevin M. Simpson, President/COO   
and   Director   


By:/s/ GEORGE   BARRY                           Dated: September 9, 2004
------------------------------------------ 
George Barry, Director 


By: /s/ HUBERT HUCKEL                           Dated: September 9, 2004
------------------------------------------ 
Hubert Huckel, Director


By:  /s/ PATRICK   MCENANY                      Dated: September 9, 2004
------------------------------------------
Patrick McEnany, Director

                                       60




                                                                    Exhibit 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the  incorporation  by  reference in the  Registration  Statements
(Form S-8 No.  333-105191)  pertaining to the ThermoGenesis  Corp.  Amended 1998
Employee  Equity  Incentive  Plan,  (Form  S-8  Nos.  333-28653  and  333-08661)
pertaining to the ThermoGenesis  Corp. Amended 1994 Stock Option Plan, (Form S-8
Nos.  333-46911  and  333-37228)  pertaining  to the  ThermoGenesis  Corp.  1998
Employee  Equity  Incentive  Plan,  (Form S-8 No.  333-82900)  pertaining to the
ThermoGenesis   Corp.   Amended  1998  Employee  Equity   Incentive  Plan,  2002
Independent  Directors  Equity  Incentive  Plan, and  Non-Qualified  Independent
Director  Stock  Option  Agreement,  and  (Form S-3 Nos.  333-61118,  333-23097,
333-01479, 333-44151, 333-72035, 333-95143, 333-86312, 333-104671 333-114130) of
ThermoGenesis  Corp. and in the related  Prospectuses of our report dated August
17, 2004, with respect to the financial statements and schedule of ThermoGenesis
Corp.  included  in the Annual  Report  (Form  10-K) for the year ended June 30,
2004.


                                                           /s/ ERNST & YOUNG LLP
Sacramento, California
September 9, 2004


                                       61





                                                                    Exhibit 31.1


                  PRINCIPAL EXECUTIVE OFFICER'S CERTIFICATIONS
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Philip H. Coelho,  Chief Executive  Officer for THERMOGENESIS  CORP.  certify
that:

1. I have reviewed this annual report on Form 10-K of THERMOGENESIS CORP.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4. The  registrant's  other  certifying  officer(s)  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

          (a) Designed such disclosure  controls and procedures,  or caused such
     disclosure controls and procedures to be designed
 under our supervision, to
     ensure that material information relating to the registrant,  including its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which  this  report is being
     prepared;

          (b) [Omitted pursuant to SEC Release Nos. 33-8238 and 34-47986];

          (c)  Evaluated  the  effectiveness  of  the  registrant's   disclosure
     controls and procedures and presented in this report our conclusions  about
     the effectiveness of the disclosure controls and procedures,  as of the end
     of the period covered by this report based on such evaluation; and

          (d) Disclosed in this report any change in the  registrant's  internal
     control over financial reporting that occurred during the registrant's most
     recent fiscal quarter (the  registrant's  fourth fiscal quarter in the case
     of an annual report) that has materially affected,  or is reasonably likely
     to materially  affect,  the  registrant's  internal  control over financial
     reporting; and

5. The registrant's other certifying  officer(s) and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design
     or  operation  of  internal  control  over  financial  reporting  which are
     reasonably  likely to adversely affect the registrant's  ability to record,
     process, summarize and report financial information; and

          (b) Any fraud,  whether or not material,  that involves  management or
     other employees who have a significant  role in the  registrant's  internal
     control over financial reporting.

Dated: September 9, 2004
                                     /s/Philip H. Coelho
 
                                     Philip H. Coelho
                                     Chief Executive Officer


                                       62



                                                                    Exhibit 31.2


                  PRINCIPAL FINANCIAL OFFICER'S CERTIFICATIONS
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Renee M. Ruecker,  Chief Financial  Officer for THERMOGENESIS  CORP.  certify
that:

1. I have reviewed this annual report on Form 10-K of THERMOGENESIS CORP.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4. The  registrant's  other  certifying  officer(s)  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

          (a) Designed such disclosure  controls and procedures,  or caused such
     disclosure controls and procedures to be designed
 under our supervision, to
     ensure that material information relating to the registrant,  including its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which  this  report is being
     prepared;

          (b) [Omitted pursuant to SEC Release Nos. 33-8238 and 34-47986];

          (c)  Evaluated  the  effectiveness  of  the  registrant's   disclosure
     controls and procedures and presented in this report our conclusions  about
     the effectiveness of the disclosure controls and procedures,  as of the end
     of the period covered by this report based on such evaluation; and

          (d) Disclosed in this report any change in the  registrant's  internal
     control over financial reporting that occurred during the registrant's most
     recent fiscal quarter (the  registrant's  fourth fiscal quarter in the case
     of an annual report) that has materially affected,  or is reasonably likely
     to materially  affect,  the  registrant's  internal  control over financial
     reporting; and

5. The registrant's other certifying  officer(s) and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design
     or  operation  of  internal  control  over  financial  reporting  which are
     reasonably  likely to adversely affect the registrant's  ability to record,
     process, summarize and report financial information; and

          (b) Any fraud,  whether or not material,  that involves  management or
     other employees who have a significant  role in the  registrant's  internal
     control over financial reporting.

Dated: September 9, 2004

                                   /s/Renee M. Ruecker
 
                                    Renee M. Ruecker
                                   Chief Financial Officer


                                       63



                                                                     Exhibit 32

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                                                        
     In connection with the annual report of ThermoGenesis Corp. (the "Company")
on Form 10-K for the period  ended June 30, 2004,  as filed with the  Securities
and  Exchange  Commission  on  the  date  hereof  (the  "Report"),  each  of the
undersigned  officers of the Company  certifies,  pursuant to 18 U.S.C.  Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to such officer's knowledge:

     (1)  The Report fully complies with the  requirements of  Section 13(a)  or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the  Company as of the dates and for the periods  expressed  in the
          Report.

Date:  September 9, 2004           /s/  PHILIP  H.  COELHO
                                   ---------------------------------------------
                                   Name:  Philip H. Coelho
                                   Title: Chairman of the Board of Directors and
                                   Chief Executive Officer

                                   /s/  RENEE M. RUECKER
                                   ---------------------------------------------
                                   Name: Renee M. Ruecker
                                   Title: Chief Financial Officer 


                                       64

<PAGE>

                                   SCHEDULE II

                               ThermoGenesis Corp.
                        VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
<S>                                               <C>               <C>               <C>              <C>    

                                               Balance at        Charged to        Write-offs       Balance at
                                              beginning of        costs and          (net of          end
 of 
                                                 period           expenses         recoveries)        period
                                              --------------    --------------    --------------   --------------

Allowance of Doubtful Accounts:

For the year ended June 30, 2004                    $80,000                --           $19,000          $61,000

For the year ended June 30, 2003                    $84,000            $1,000            $5,000          $80,000

For the year ended June 30, 2002                    $84,000           $35,000           $35,000          $84,000
</TABLE>


                                       65