Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 15, 2014 | Jun. 30, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'Cord Blood America, Inc. | ' | ' |
Entity Central Index Key | '0001289496 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $1,900,000 |
Entity Common Stock, Shares Outstanding | ' | 890,000,000 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash | $708,760 | $393,832 |
Accounts receivable, net of allowance for doubtful accounts of $88,551 and $82,309 | 155,661 | 181,745 |
Prepaid expenses | 410,276 | 91,911 |
Other current assets | 378,805 | 367,506 |
Total current assets | 1,653,502 | 1,034,994 |
Property and equipment, net $655,962 and $536,145 | 653,772 | 801,568 |
Customer contracts and relationships, net $ 3,850,401 and $3,214,273 | 3,492,899 | 4,125,028 |
Investments and related party receivables | ' | 123,262 |
Other Assets | 33,957 | 22,754 |
Goodwill | 244,053 | 244,053 |
Total assets | 6,078,184 | 6,351,659 |
Current liabilities: | ' | ' |
Accounts payable | 592,844 | 538,278 |
Accrued expenses | 1,114,781 | 776,636 |
Deferred revenue | 2,245,132 | 1,616,797 |
Derivative Liability | 359,407 | 354,654 |
Interest on Promissory Notes | 332,155 | 76,700 |
Convertible promissory notes payable, net of unamortized discount of $58,702 and $269,620 | 1,441,335 | 1,095,380 |
Total current liabilities | 6,085,654 | 4,458,445 |
Convertible notes payable, net of unamortized discount of $0 and $206,411 | ' | 653,809 |
Interest on Promissory Notes | ' | 3,242 |
Deferred revenue (long term portion) | 362,822 | 719,736 |
Total liabilities | 6,448,476 | 5,835,232 |
Stockholders' deficit: | ' | ' |
Preferred stock, $.0001 par value, 5,000,000 shares authorized, no shares issued and  outstanding | ' | ' |
Common stock, $.0001 par value, 890,000,000 shares authorized,890,000,000 and 376,234,408 shares issued and outstanding, inclusive of treasury shares | 89,000 | 659,732 |
Additional paid-in capital | 53,264,971 | 50,871,033 |
Common stock held in treasury stock, 20,000 shares | -599,833 | -599,833 |
Accumulated other comprehensive income | 410,827 | 141,867 |
Accumulated deficit | -53,685,436 | -51,218,693 |
Total stockholders’ deficit | -520,470 | -145,894 |
Non-controlling interest | 150,178 | 662,321 |
Total equity (deficit) | -370,293 | 516,427 |
Total liabilities and equity (deficit) | $6,078,184 | $6,351,659 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Assets | ' | ' |
Allowance for Doubtful accounts Receivables | $88,551 | $82,309 |
Accumulated depreciation | 655,962 | 536,145 |
Customer contracts and relationship - net of amortization | 3,850,401 | 3,214,273 |
Liabilities | ' | ' |
Convertible promissory notes payable unamortized discount | 58,702 | 269,620 |
Convertible notes payable, net of unamortized | $0 | $206,411 |
Stockholders Equity | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock shares authorized | 890,000,000 | 890,000,000 |
Common stock shares issued | 890,000,000 | 376,234,408 |
Common stock shares outstanding | 890,000,000 | 376,234,408 |
Treasury stock | 20,000 | 20,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (AUDITED) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Consolidated Statements Of Operations And Comprehensive Loss Audited | ' | ' |
Revenue | $5,974,984 | $5,992,948 |
Cost of services | 2,004,108 | 1,793,735 |
Gross Profit | 3,970,876 | 4,199,213 |
Administrative and selling expenses | -5,117,132 | -5,633,510 |
Change in value of contingent consideration | ' | 190,000 |
Loss from operations | -1,146,256 | -1,244,297 |
Interest expense and change in derivative liability | -1,894,475 | -1,267,987 |
Interest forgiven on notes payable | ' | 117,626 |
Net loss from continuing operations before provision for income taxes | -3,040,731 | -2,394,658 |
Income tax benefit | 61,845 | ' |
Net loss from continuing operations after provision for income taxes | -2,978,886 | -2,394,658 |
Discontinued Operations: | ' | ' |
Loss from discontinued operations, net of tax | ' | -210,812 |
Loss on sale of stellacure, net of tax | ' | -889,789 |
Net loss from discontinued operation | ' | -1,100,601 |
Net Loss | -2,978,886 | -3,495,259 |
Loss attributable to non-controlling interest | 512,143 | 217,783 |
Net loss from continuing operations attributable to Cord Blood America | -2,466,743 | -3,277,476 |
Basic loss per share | ' | ' |
Continuing operations | $0 | ($0.01) |
Discontinued operations | ' | $0 |
Net basic earning per share | $0 | ($0.01) |
Weighted average common shares outstanding | ' | ' |
Basic weighted average common shares outstanding | 747,129,414 | 252,661,081 |
Net Loss | -2,978,886 | -3,495,259 |
Foreign currency translation adjustments | 268,960 | 108,866 |
Total comprehensive loss | -2,709,926 | -3,386,393 |
Total comprehensive loss attributable to Cord Blood America | ($2,709,926) | ($3,386,393) |
CONSOLIDATED_STATEMENT_OF_CHAN
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (USD $) | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Income | Accumulated Deficit | Noncontrolling Interest | Total |
Beginning Balance - Amount at Dec. 31, 2011 | $635,985 | $47,736,445 | ($599,833) | $33,001 | ($48,761,688) | $615,775 | ($878,336) |
Beginning Balance - Shares at Dec. 31, 2011 | 138,804,403 | ' | ' | ' | ' | ' | ' |
Shares issued for services - Shares | 759,697 | ' | ' | ' | ' | ' | ' |
Shares issued for services - amount | 76 | 45,830 | ' | ' | ' | ' | 45,906 |
Issuance of Common Stock for Debt Conversion shares | 236,670,308 | ' | ' | ' | ' | ' | ' |
Issuance of Common Stock for Debt Conversion, amount | 23,667 | 1,852,451 | ' | ' | ' | ' | 1,876,118 |
Fractional Share Adjustment, amount | 4 | ' | ' | ' | ' | ' | 4 |
Stock Option Expense | ' | 41,939 | ' | ' | ' | ' | 41,939 |
Derivative Adjustment | ' | 1,194,368 | ' | ' | ' | ' | 1,194,368 |
Consolidated Net Loss | ' | ' | ' | ' | -3,277,476 | -217,783 | -3,495,259 |
Comprehensive income (loss) | ' | ' | ' | 108,866 | ' | ' | 108,866 |
Deconsolidation of Stellacure | ' | ' | ' | ' | 820,471 | 802,850 | 1,623,321 |
Ending Balance, Amount at Dec. 31, 2012 | 659,732 | 50,871,033 | -599,833 | 141,867 | -51,218,693 | 662,321 | 516,427 |
Ending Balance, Shares at Dec. 31, 2012 | 376,234,408 | ' | ' | ' | ' | ' | ' |
Adjustment on Common Stock for the Stock Split | -622,109 | 622,109 | ' | ' | ' | ' | ' |
Issuance of Common Stock for Debt Conversion shares | 513,765,592 | ' | ' | ' | ' | ' | ' |
Issuance of Common Stock for Debt Conversion, amount | 51,377 | 1,771,829 | ' | ' | ' | ' | 1,823,206 |
Consolidated Net Loss | ' | ' | ' | ' | -2,466,743 | -512,143 | -2,978,886 |
Comprehensive income (loss) | ' | ' | ' | 286,960 | ' | ' | 286,960 |
Ending Balance, Amount at Dec. 31, 2013 | $89,000 | $53,264,971 | ($599,833) | $410,827 | ($53,685,436) | $150,178 | ($370,293) |
Ending Balance, Shares at Dec. 31, 2013 | 890,000,000 | ' | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (AUDITED) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net Loss | ($2,978,886) | ($3,495,259) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Loss from discontinued operations | ' | 1,100,601 |
Shares issued relating to services, net | ' | 41,652 |
Shares issued to employees, directors and consultants | ' | 4,250 |
Amortization of loan discount | 1,267,725 | 1,066,119 |
Impairment of Vidaplus investment | 123,263 | 204,099 |
Depreciation and amortization | 787,329 | 792,717 |
Stock option expense | ' | 41,957 |
Change in value of derivative liability | 189,562 | -36,036 |
Change in value of contingent consideration | ' | -190,000 |
Interest forgiven on notes payable | ' | -117,626 |
Shares issued as payment of interest on convertible notes | ' | 173,813 |
Bad debt | 25,367 | 554,449 |
Changes in accounts receivable | -197,215 | ' |
Changes in other current assets | -51,028 | ' |
Accrued interest on related party receivables | ' | 33,400 |
Changes in inventory | -66,642 | ' |
Changes in deferred tax asset | 17,135 | ' |
Changes in prepaid | -386,417 | ' |
Changes in accounts payable | 116,541 | ' |
Changes in accrued expenses | 570,683 | ' |
Changes in accrued interest | 315,033 | ' |
Changes in deferred revenue | 763,671 | ' |
Net Change in operating assets and liabilities | ' | -25,878 |
NET CASH PROVIDED BYÂ OPERATING ACTIVITIES OF CONTINUING OPERATIONS | 496,121 | 81,458 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Payments for purchase of property and equipment | -142,597 | -309,353 |
Loan Receivable issued to VidaPlus | ' | -93,983 |
NET CASH USED IN INVESTNG ACTIVITIES OF CONTINUING OPERATIONS | -142,597 | -403,336 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Proceeds from issueance of notes payable-related party | ' | 1,545,000 |
Repayment of Notes payable related-party | ' | -1,117,731 |
NET CASH PROVIDED BY FINANCING ACTIVITIES OF CONTINUING OPERATIONS | ' | 427,269 |
CASH FLOW FROM DISCONTINUED OPERATIONS | ' | ' |
Operating cash flows | ' | -1,974 |
Investing cash flows | ' | ' |
Financing cash flows | ' | ' |
NET CASH USED IN DISCONTINUING OPERATIONS | ' | -1,974 |
Foreign currency translation | -38,596 | 108,866 |
NET INCREASE IN CASH | 314,927 | 212,282 |
Cash balance at beginning of period | 393,832 | 181,550 |
Cash balance at end of period | 708,760 | 393,832 |
Shares issued for convertible notes | $1,823,206 | $1,876,119 |
1Organization_and_Description_
1.Organization and Description of Business | 12 Months Ended | |
Dec. 31, 2013 | ||
Notes to Financial Statements | ' | |
NOTE 1 - Organization and Description of Business | ' | |
Cord Blood America, Inc. ("CBAI" or the “Company”), formerly D&A Lending, Inc., was incorporated in the State of Florida on October 12, 1999. In October, 2009, CBAI re-located its headquarters from Los Angeles, California to Las Vegas, Nevada. CBAI's wholly-owned subsidiaries include Cord Partners, Inc., CorCell Companies, Inc., CorCell, Ltd., (Cord Partners, Inc, CorCell Companies, Inc. and CorCell, Ltd. are sometimes referred to herein collectively as “Cord”), CBA Properties, Inc. ("Properties"), and Career Channel, Inc. formerly D/B/A Rainmakers International ("Rain"). In September 2010, CBAI purchased a majority interest in Biocordcell Argentina S.A. (“Bio”). CBAI and its subsidiaries engage in the following business activities: | ||
● | CBAI and Cord specializes in providing private cord blood and cord tissue stem cell storage services to families to families throughout the United States and Puerto Rico. | |
● | Biocordcell Argentina S.A. specializes in providing private cord blood stem cell storage to families in Argentina, Uruguay and Paraguay. | |
● | Properties was formed to hold corporate trademarks and other intellectual property. | |
In March 2011, CBAI purchased a majority interest in Stellacure GmbH, a company providing private cord blood processing and storage services to families in Germany, Spain and Italy. On September 28, 2012, the Company sold its ownership interest in Stellacure, and the results of Stellacure and its disposal are reported as discontinued operations. | ||
2_Summary_of_Significant_Accou
2. Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
NOTE 2 - Summary of Significant Accounting Policies | ' | ||||||||||||||||
Basis of Presentation and Going Concern | |||||||||||||||||
The accompanying financial statements of CBAI and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has experienced recurring net losses from operations, which losses have caused an accumulated deficit of approximately $53.26 million as of December 31, 2013. In addition, CBAI has notes and loans payable of approximately $1.44 million as of December 31, 2013. The Company has no available common stock outstanding as of December 31, 2013, and as such, the Company may not be able to issue common stock to retire debt until such time as the shareholders approve an increase in the number of shares authorized. These factors, among others, raise substantial doubt about CBAI's ability to continue as a going concern. | |||||||||||||||||
Since inception, the Company has financed cash flow requirements through the issuance of common stock and warrants for cash, services and loans. However, over the past six quarters, the Company has reduced operating expenses, ended investment in its unconsolidated affiliates and Stellacure, and received no additional funding from outside sources for working capital. During the year ended December 31, 2013 the Company had positive cash flow from operations of $0.49 million. The Company plans to continue to operate on its cash flows from operations by aligning its expenses with its revenues. If cash flows from operations are significantly less than projected, then the Company would need to either cut back on its budgeted spending, look to outside sources for additional funding or a combination of the two. The Company currently does not have any financing agreements in place for additional funding. If the Company is unable to access sufficient funds when needed, obtain additional external funding or generate sufficient revenue from the sale of our products, it could be forced to curtail or possibly cease operations. | |||||||||||||||||
In view of these conditions, CBAI's ability to continue as a going concern is dependent upon its ability to meet its financing requirements, and to ultimately achieve profitable operations. Management believes that its current and future plans provide an opportunity to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that may be necessary in the event CBAI cannot continue as a going concern. | |||||||||||||||||
Basis of Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of CBAI and its wholly-owned and majority-owned subsidiaries, Cord and Biocordcell Argentina S.A. All significant inter-company balances and transactions have been eliminated upon consolidation. | |||||||||||||||||
Estimates | |||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. | |||||||||||||||||
Cash | |||||||||||||||||
Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less at the time of purchase. | |||||||||||||||||
The company maintains cash and cash equivalents at several financial institutions. | |||||||||||||||||
Accounts Receivable | |||||||||||||||||
Accounts receivable consist of the amounts due for the processing and storage of umbilical cord blood and cord tissue, other tissue procurement services and whole cord blood collection. Accounts receivable relating to deferred revenues are netted against deferred revenue for presentation purposes. The allowance for doubtful accounts is estimated based upon historical experience. The allowance is reviewed quarterly and adjusted for accounts deemed uncollectible by management. Amounts are written off when all collection efforts have failed. | |||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Routine maintenance and repairs are charged to expense as incurred while major replacement and improvements are capitalized as additions to the related assets. Sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the related asset and accumulated depreciation accounts with any gain or loss credited or charged to income upon disposition. | |||||||||||||||||
Intangible Assets | |||||||||||||||||
Intangible assets consist primarily of customer contracts and relationships as part of the acquisition of the CorCell and CureSource assets in 2007 in addition to the acquisition of Biocordcell in 2010 (Note 3). During 2011 the Company also foreclosed and acquired assets from NeoCells, a subsidiary of ViviCells, as satisfaction of outstanding receivables from Vivicells. Intangible assets are stated at cost. Amortization of intangible assets is computed using the sum of the years’ digits method, over an estimated useful life of 18 years. Amortization expense for the years ended December 31, 2013 and 2012 was $636,383 and $631,759 respectively | |||||||||||||||||
Impairment of Long-Lived Assets | |||||||||||||||||
Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. The Company reviews goodwill for impairment at least annually or whenever events or circumstances are more likely than not to reduce the fair value of goodwill below its carrying amount. | |||||||||||||||||
Equity Investments | |||||||||||||||||
Cord had a non-controlling equity investment in ViviCells International, Inc., a privately held company in the business of providing cord blood stem cell and adult peripheral blood stem cell preservation services. The Company utilized the equity method of accounting as it owned more than 20% of the outstanding common stock and had the ability to exercise significant influence over this company. As such, the investment was carried at cost less Cord's proportionate share of ViviCells net loss for the period since investment. During 2011 the Company foreclosed on and acquired all the assets of Neocells, a subsidiary of ViviCells, as satisfaction on the outstanding receivable from ViviCells. There is no remaining investment in ViviCells as of December 31, 2012 because of this action. | |||||||||||||||||
Cord has a minority equity investment in China Stem Cells, Ltd., a Cayman Islands Company, a privately held company organized to conduct a stem cell storage business in China. In 2011, Cord acquired a minority equity investment in VidaPlus, an umbilical cord processing and storage company. The Company utilizes the cost method of accounting as it owns less than 20% of the outstanding common stock and only has the ability to exercise nominal, not significant, influence over these companies. The cost of this investment was $204,062 and represents 7% equity in Vivicells. At December 31, 2012 the Company has an outstanding loan to Vivicells in the amount of $246,525. During the year ended December 31, 2012, the Company recognized an impairment loss on the Vidaplus investments and wrote-down its equity interest to $0 and the value of its notes receivable to $123,262. | |||||||||||||||||
Deferred Revenue | |||||||||||||||||
Deferred revenue consists of payments for enrollment in the program and processing of umbilical cord blood by customers whose samples have not yet been collected, as well as the pro-rata share of annual storage fees for customers whose samples were stored during the year. | |||||||||||||||||
Valuation of Derivative Instruments | |||||||||||||||||
ASC 815-40 (formerly SFAS No. 133 "Accounting for derivative instruments and hedging activities"), requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with ASC 815-40-15 (formerly EITF 00-19 "Accounting for derivative financial instruments indexed to, and potentially settled in, a company's own stock") to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. At December 31, 2013, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its consolidated statement of operation and comprehensive loss. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
CBAI recognizes revenue under the provisions of ASC 605-25 (previously Staff Accounting Bulletin 104 “Revenue Recognition”). CBAI provides a combination of products and services to customers. This combination arrangement is evaluated under ASC 605-25-25 (previously Emerging Issues Task Force Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables"). ASC 605-25-25 addresses certain aspects of accounting for arrangements under multiple revenue generating activities. | |||||||||||||||||
Cord, Stellacure and Bio recognize revenue from both enrollment fees and processing fees upon the completion of processing while revenue from storage fees are recognized ratably over the contractual storage period. | |||||||||||||||||
Franchise revenues are recognized in accordance with ASC 952-605-3, according to requirements for recognizing franchise revenues after “franchise agreement” services are completed and substantially performed. Further, in accordance with ASC 952-605-25-7, the installment or cost recovery accounting method is used to account for franchise fee revenue only in those exceptional cases when revenue is collectible over an extended period and no reasonable basis exists for estimated collectability. | |||||||||||||||||
Cost of Services | |||||||||||||||||
Costs are incurred as umbilical cord blood and cord tissue are collected. For Cord and Bio these costs include the transportation of the umbilical cord blood and cord tissue from the hospital to the lab, direct material plus labor costs for processing and cryogenic storage, and allocated rent, utility and general administrative expenses. The Company expenses costs in the period incurred. | |||||||||||||||||
Income Taxes | |||||||||||||||||
The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that included the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the portion of tax benefits that more likely than not will not be realized. There was a valuation allowance equal to 100% of deferred tax assets as of December 31, 2013. | |||||||||||||||||
The Company follows guidance issued by the FASB with regard to its accounting for uncertainty in income taxes recognized in the financial statements. Such guidance prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the years ended December 31, 2013 and 2012. The Company files income tax returns with the Internal Revenue Service (“IRS”) and various state jurisdictions. For jurisdictions in which tax filings are prepared, the Company is no longer subject to income tax examinations by state tax authorities for years through 2007 and by the IRS for years through 2008. | |||||||||||||||||
Accounting for Stock Option Plan | |||||||||||||||||
The Company’s share-based employee compensation plans are described in Note 11. On January 1, 2006, the Company adopted the provisions of ASC 718 (previously SFAS 123(R), “Accounting for Stock-based Compensation (Revised 2004)” (“123(R)”), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, non-employee directors, and consultants, including employee stock options. | |||||||||||||||||
Net Loss Per Share | |||||||||||||||||
Net loss per common share is calculated in accordance with ASC 260, Earnings per Share. Basic net loss per share is computed by dividing the net loss by the weighted average common shares outstanding 747,129,414 and 252,661,081 for the years ended December 31, 2013 and December 31, 2012, respectively. Outstanding options to acquire common stock and warrants are not included in the computation of net loss per common share because the effects of inclusion are anti-dilutive. | |||||||||||||||||
Concentration of Risk | |||||||||||||||||
Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet their contractual obligations to be similarly affected by changes in economic or other conditions described below. | |||||||||||||||||
Relationships and agreements which could potentially expose the Company to concentrations of credit risk consist of the use of one source for the processing and storage of all umbilical cord blood and one source for the development and maintenance of a website. The Company believes that alternative sources are available for each of these concentrations. | |||||||||||||||||
Financial instruments that subject the Company to credit risk could consist of cash balances maintained in excess of federal depository insurance limits. The Company maintains its cash and cash equivalent balances with high credit quality financial institutions. At times, cash and cash equivalent balances may be in excess of Federal Deposit Insurance Corporation limits. To date, the Company has not experienced any such losses. | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs, as defined by ASC 820-10, are as follows: | |||||||||||||||||
● | Level 1 – quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
● | Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. | ||||||||||||||||
● | Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. | ||||||||||||||||
The following table summarizes fair value measurements by level at December 31, 2013 for assets and liabilities measured at fair value on a recurring basis: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash | $ | 708,760 | $ | -- | $ | -- | $ | 708,760 | |||||||||
Derivative liability | -- | -- | (359,407 | ) | (359,407 | ) | |||||||||||
Derivative liability was valued under the Black-Scholes model with the following assumptions: | |||||||||||||||||
Risk free interest rate | 0.12% to 0.51% | ||||||||||||||||
Expected life | 1 year or less | ||||||||||||||||
Dividend Yield | 0% | ||||||||||||||||
Volatility | 130% to 165% | ||||||||||||||||
The following table summarizes fair value measurements by level at December 31, 2012 for assets and liabilities measured at fair value on a recurring basis: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash | $ | 393,832 | $ | -- | $ | -- | $ | 393,832 | |||||||||
Derivative liability | -- | -- | (354,654 | ) | (354,654 | ) | |||||||||||
Derivative liability was valued under the Black-Scholes model, with the following assumptions: | |||||||||||||||||
Risk free interest rate | 0.1% to 1.28% | ||||||||||||||||
Expected life | 0 to 4 years | ||||||||||||||||
Dividend Yield | 0% | ||||||||||||||||
Volatility | 0% to 165% | ||||||||||||||||
The following is a reconciliation of the derivative liability: | |||||||||||||||||
Value at December 31, 2011 | $ | 973,679 | |||||||||||||||
Change in value of derivative | (36,017 | ) | |||||||||||||||
Creation of Instrument | 609,361 | ||||||||||||||||
Reclassification to equity | (1,194,368 | ) | |||||||||||||||
Value at December 31, 2012 | $ | 354,654 | |||||||||||||||
Change in value of derivative | 189,562 | ||||||||||||||||
Value at December 31, 2013 | $ | 359,407 | |||||||||||||||
For certain of the Company’s financial instruments, including cash, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses, and deferred revenues, the carrying amounts approximate fair value due to their short maturities. The carrying amounts of the Company’s notes receivable and notes payable approximates fair value based on the prevailing interest rates. | |||||||||||||||||
Reclassification | |||||||||||||||||
Certain amounts in the prior year have been reclassified to conform to the current year’s presentation. | |||||||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||||||
In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, ("ASU 2013-02"). ASU 2013-02 amends Accounting Standards Codification ("ASC") 220, Comprehensive income ("ASC 220"), and requires entities to present the changes in the components of accumulated other comprehensive income for the current period. Entities are required to present separately the amount of the change that is due to reclassifications, and the amount that is due to current period other comprehensive income. These changes are permitted to be shown either before or net-of-tax and can be displayed either on the face of the financial statements or in the footnotes. ASU 2013-02 was effective for our interim and annual periods beginning January 1, 2013. The adoption of ASU 2013-02 did not have a material effect on the Company's consolidated financial position or results of operations. | |||||||||||||||||
In March 2013, the FASB issued new guidance related to the release of cumulative translation adjustment related to an entity's investment in a foreign entity. The guidance clarifies that the guidance in Subtopic 830-30, Foreign Currency Matters - Translation of Financial Statements, applies to the release of cumulative translation adjustment into net income when a reporting entity either sells a part or all of its investment in a foreign entity or ceases to have a controlling financial interest in a subsidiary or group of assets that constitute a business within a foreign entity. This guidance is effective for us prospectively for reporting periods beginning October 1, 2014. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. | |||||||||||||||||
In April 2013, the FASB issued ASU 2013-07, Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. ASU 2013-07 clarifies when an entity should apply the liquidation basis of accounting. ASU 2013-07 also provides principles for the recognition and measurement of assets and liabilities and requirements for financial statements prepared using the liquidation basis of accounting. ASU 2013-07 is effective for fiscal years and interim periods within those years beginning after December 15, 2013. The Company does not expect amendments in ASU 2013-07 to impact the Company's financial statements, results of operations or liquidity. | |||||||||||||||||
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which eliminates diversity in practice for the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward is available to reduce the taxable income or tax payable that would result from disallowance of a tax position. ASU 2013-11 affects only the presentation of such amounts in an entity’s balance sheet and is effective for fiscal years beginning after December 15, 2013 and interim periods within those years. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. |
3_Summary_of_Acquisitions
3. Summary of Acquisitions | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
NOTE 3 - Summary of Acquisitions | ' |
Stellacure GmbH | |
In March 2010, the Company acquired a 51% ownership interest in Stellacure, GmbH, and a German Limited Liability Company that is in the business of collecting, processing, and storing cord blood samples. Stellacure operates primarily in Germany; however, it established sales channels in Spain and Italy in 2009. | |
On September 28, 2012, the Company sold its 51% ownership interest in Stellacure of Hamburg, Germany to Medivision mbH. In line with the Company’s strategy to focus on its cash producing operations in the US and Argentina, the sale included consideration of approximately $43,000 in a loan repayment, approximately $69,000 forgiveness of a remaining loan balance owed to Stellacure from the Company, and a waiver against all past and future claims. See Note 5. | |
Biocordcell Argentina S.A. | |
In September 2010, the Company entered into a Stock Purchase Agreement (the “Agreement”), with the Shareholders of Biocordcell Argentina S.A., a corporation organized under the laws of Argentina (‘Bio”), providing for the Company’s acquisition of 50.1% of the outstanding shares of Bio (the “Shares). | |
Under the Agreement, the Company paid $375,000 in cash at the closing, and paid an additional $350,000 in October, 2010, $150,000 of which is part of the fixed portion of the purchase price for the shares, for a total minimum purchase price of $525,000. The remaining $200,000 of this payment represents advances against the contingent payments due based on Bio’s 2010 and 2011 net income performance. A portion of the advancement ($100,000) was carried as a loan against performance outcomes that may not be met. | |
The Agreement provides that the Shareholders are to be paid contingent “earn-out” compensation in 2011 based on achieving certain levels of net income in 2010; and additional contingent “earn-out” compensation in 2012 based on achieving certain levels of net income in 2011. | |
The Agreement provides that the Shares purchased will be converted into Class Preferred A shares which in event of liquidation will have a right to a priority return of capital equal to the purchase price paid for the Shares after the payment of all Bio creditors, and then will share pro rata in any remaining capital of Bio. The Shares are pledged by the Company to secure its performance under the Agreement, and the Company is given a first right of refusal in the even the Shareholders proposed to sell their remaining shares. | |
The Company was involved in a dispute with the shareholders of BioCells from whom the Company purchased its ownership stake in BioCells (the "Sellers") over the amount of the 2011 earn-out to be paid to Sellers based on the interpretation of the terms of the agreements relevant to the aforementioned purchase. As of June 22, 2012, the Company entered into an Agreement with the Sellers. Under the Agreement, the Company was to pay the Sellers the following: $25,000 on or before June 30, 2012; $10,000 on or before July 31, 2012; and $25,000 on or before September 30, 2012, for a total cash payment of $60,000. In addition, the Sellers will collect the Company’s portion of BioCells shareholder dividends for fiscal years 2012 and 2013, up to a maximum amount of $440,000. Also, if BioCells is sold before April 2014 and certain thresholds for purchase price and payment are met or exceeded, then the Sellers could receive additional compensation, specifically an amount which equals $705,000 minus any amounts paid pursuant to the cash payments and payments from the Company’s shareholder dividends, which are detailed above. That sum would be paid to the Sellers out of the proceeds of such a sale. As a result of this Agreement with the Sellers of BioCells, the Company has paid the total cash amount due of $60,000 as of December 31, 2012 and there have been no earned portion of Company’s dividends paid to Sellers for fiscal year 2013. |
4_Property_and_Equipment
4. Property and Equipment | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property And Equipment | ' | |||||||||
NOTE 4 - Property and Equipment | ' | |||||||||
At December 31, 2013, property and equipment consists of: | ||||||||||
Useful Life | 2013 | 2012 | ||||||||
(Years) | ||||||||||
Furniture and fixtures | 5-Jan | $ | 95,780 | $ | 99,820 | |||||
Computer equipment | 5 | 156,882 | 154,501 | |||||||
Laboratory Equipment | 5-Jan | 493,515 | 490,874 | |||||||
Freezer equipment | 15-Jul | 362,830 | 360,024 | |||||||
Leasehold Improvements | 5 | 204,727 | 232,494 | |||||||
1,306,103 | 1,337,713 | |||||||||
Less: accumulated depreciation and amortization | (655,962 | ) | (536,145 | ) | ||||||
$ | 653,772 | $ | 801,568 | |||||||
For the years ended December 31, 2013 and 2012, depreciation expense totaled $150,945 and $160,958 respectively. | ||||||||||
5_Discontinued_Operations
5. Discontinued Operations | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
NOTE 5 - Discontinued Operations | ' |
Stellacure GmbH | |
On September 28, 2012, the Company sold its 51% ownership interest in Stellacure of Hamburg, Germany to Medivision mbH. In line with the Company’s strategy to focus on its cash producing operations in the US and Argentina, the sale included consideration of approximately $43,000 in a loan repayment, approximately $69,000 forgiveness of a remaining loan balance owed to Stellacure from Company, and a waiver against all past and future claims. | |
In conjunction with the disposition of Stellacure, the gain on the sale and results of historical operations are recorded as discontinued operations in the Company’s Consolidated Statements of Operations. Additionally, the cash flows from Stellacure are reflected separately as cash flows from discontinued operations in the Company’s Consolidated Statements of Cash Flows. | |
6_Accrued_Expenses
6. Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
NOTE 6 - Accrued Expenses | ' | ||||||||
The components of accrued expenses at December 31, 2013 and 2012 are summarized as follows: | |||||||||
2013 | 2012 | ||||||||
Accrued Biocordcell investment | -- | -- | |||||||
Other accrued expenses | 1,114,781 | 776,636 | |||||||
$ | 1,117,781 | $ | 776,636 | ||||||
7_Notes_and_Loans_Payable_and_
7. Notes and Loans Payable, and Derivative Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
NOTE 7 - Notes and Loans Payable, and Derivative Liabilities | ' | ||||||||
At December 31, 2013 and December 31, 2012, notes and loans payable consist of: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Convertible Promissory Note Payable to St. George Investment, secured by the Company’s assets, interest rate of 6.0% per annum, with payment due on or before March 10, 2015 | $ 248,039 | $ 808,220 | |||||||
Convertible Note to Tangiers Investors, 10% per annum; due on or before December 14, 2012 | -- | 25,000 | |||||||
Convertible Note to Tangiers Investors, 10% per annum; due on or before December 27, 2012 | -- | 25,000 | |||||||
Convertible Note to Tangiers Investors, 10% per annum; due on or before January 6, 2013 | -- | 25,000 | |||||||
Convertible Note to Tangiers Investors, 10% per annum; due on or before January 20, 2013 | -- | 50,000 | |||||||
Convertible Note to Tangiers Investors, 10% per annum; due on or before January 27, 2013 | -- | 20,000 | |||||||
Convertible Note to Tangiers Investors, 10% per annum; due on or before February 3, 2013 | -- | 20,000 | |||||||
Secured Convertible Promissory Note to Tonaquint, Inc., 6% per annum; due on or before February 27, 2014 | 1,252,000 | 1,252,000 | |||||||
1,500,039 | 2,225,220 | ||||||||
Less: Unamortized Discount | (58,704 | ) | (476,031 | ) | |||||
$ | 1,441,335 | $ | 1,749,189 |
8_Investment_and_Notes_Receiva
8. Investment and Notes Receivable, Related Parties | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
NOTE 8 - Investment and Notes Receivable, Related Parties | ' | ||||||||
At December 31, 2013 and 2012, notes receivable consist of: | |||||||||
Convertible Note Receivable from China Stem Cells, Ltd, related party, has 7% annual interest, payable semi-annually through December 10, 2011, annual principal and interest payments of $33,438 from December 10, 2012 through December 10, 2016, when the note matures, and collateralized by a debt of share charge. | -- | -- | |||||||
Note Receivable from VidaPlus pledged by samples convertible into shares after 12 months at company’s discretion and upon notice required by agreement | -- | 123,262 | |||||||
Investment in VidaPlus. | -- | -- | |||||||
$ | -- | $ | 123,262 | ||||||
During the year ended December 31, 2012, the Company converted $174,00 of the Vidaplus note receivable into equity. The Company also recorded a reserve for the entire balance of the note receivable from China Stem Cells, Ltd., and $123,263 of the balance of the note receivable from Vidaplus. In addition, the Company fully impaired its equity investment in Vidaplus during the year ended December 31, 2012, and fully impaired its note receivable from VidaPlus during the year ended December 31, 2013. |
9_Commitments_and_Contingencie
9. Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
NOTE 9 - Commitments and Contingencies | ' | ||||
St. George Investments | |||||
On March 10, 2011, the Company entered into a Note and Warrant Purchase Agreement (the "Purchase Agreement") with St. George Investments, LLC, (“St. George”) an Illinois limited liability company (the "Investor") whereby the Company issued and sold, and the Investor purchased: (i) Secured Convertible Promissory Notes of the Company in the principal amount of $1,105,500 (the "Company Note") and (ii) a Warrant to purchase common stock of the Company (the "Warrant"). The Investor paid $250,000 in cash as an initial payment to the Company and executed and delivered six separate “Secured Buyer Notes” (the “Buyer Notes”), as consideration in full for the issuance and sale of the Company Note and Warrants. | |||||
The principal amount of the Company Note is $1,105,500 ("Maturity Amount") and the Company Note is due 48 months from the issuance date of March 10, 2011. The Company Note has an interest rate of 6.0%, which would increase to a rate of 12.0% on the happening of certain Trigger Events, including but not limited to: a decline in the 10-day trailing average daily dollar volume of the common shares in the Company’s primary market to less than $30,000 of volume per day at any time; the failure by the Company or its transfer agent to deliver Conversion Shares (defined in the Company Note) within 5 days of Company’s receipt of a Conversion Notice (defined in the Company Note). Due to a triggering event occurring, the current interest rate is 12%. The total amount funded (in cash and notes) was $1,000,000, representing the Maturity Amount less an original issue discount of $100,500 and the payment of $5,000 to the Investor to cover its fees, with payment consisting of $250,000 advanced at closing and $750,000 in a series of six secured convertible Buyer Notes of $125,000 each, with interest rates of 5.0%. To date, St. George has paid the total amount due. | |||||
The Buyer Notes are secured by an Irrevocable Standby Letter of Credit (“Letter of Credit”). The warrant also contains a net exercise /cashless exercise provision. St. George may elect to convert all or part of the principal and any accrued unpaid interest on the Company Note on or before the aforementioned maturity date, subject to certain limitations. The conversion price under the Company Note is eighty percent (80%) of the average of the closing bid prices for the three (3) Trading Days (defined in the Purchase Agreement) with the lowest closing bids over the twenty (20) Trading Days immediately preceding the Conversion Date (defined in the Company Note), subject to adjustments as set forth in the Company Note. Due to adjustments, St. George’s current conversion ratio inserts fifty-five percent (55%) in the aforementioned formula, in place of eighty percent (80%). | |||||
The Investor has also received a five year warrant entitling it to purchase shares of common stock of the Company at an exercise price determined under the terms of the Warrant. The warrant also contains a net exercise /cashless exercise provision. | |||||
As of December 31, 2013 the balance due to St. George Investments was $248,039 in principal and $8,735 in accrued interest. | |||||
The Company Note, Warrant and related documentation, including any amounts owed by the Company to St. George based thereon, are in dispute and are the subject of litigation, as described more fully in Note 15. Legal Proceedings. | |||||
Tonaquint, Inc. | |||||
In a transaction that closed on June 29, 2012, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with Tonaquint, Inc. (“Tonaquint”) a Utah corporation whereby the Company issued and sold, and Tonaquint purchased a Secured Convertible Promissory Note of the Company in the principal amount of $1,252,000 (the "Company Note"). | |||||
The Company Note was issued June 27, 2012 and is due 20 calendar months after the issuance date. The Company Note has an interest rate of 6.0%, which would increase to a rate of 18.0% on the happening of certain Events of Default (defined in the Company Note), including but not limited to: failure to pay and the failure by the Company or its transfer agent to deliver Conversion Shares (defined in the Company Note) within 3 Trading Days of the Company’s receipt of a Conversion Notice (defined in the Company Note). As of March 31, 2013, Tonaquint claimed an interest rate of 18%, which is being disputed by the Company. The total amount funded in cash at closing was $1,120,000, representing the principal amount less an original issue discount of $112,000 and the payment of $20,000 to Tonaquint to cover its fees. | |||||
Tonaquint has the right to convert, subject to restrictions described in the Company Note, all or a portion of the outstanding amount of the Company Note into shares of the Company’s common stock at a price of $0.03. So long as Tonaquint has not extinguished the Company Note in its entirety pursuant to such conversions, the Company shall make monthly payments to Tonaquint on the Company Note, through either the issuance of shares of the Company’s common stock or by payment in cash, at the election of the Company. Payments commence six months from the date of issuance of the Company Note and continue until the Company Note has been paid in full. The amount of the monthly payments is the greater of (i) $100,000, plus the sum of any accrued and unpaid interest as of the applicable Installment Date (defined in the Company Note) and accrued and unpaid Late Charges (defined in the Company Note), if any, under the Company Note as of the applicable Installment Date (defined in the Company Note), and any other amounts accruing or owing to Investor under the Company Note as of such Installment Date, or (ii) the then-outstanding balance of the Company Note divided by the number of Installment Dates remaining prior to the Maturity Date. | |||||
In the event the Company is unable to make payments in cash or otherwise elects not to make a payment or payments in cash, the number of common shares delivered to the Investor upon conversion will be calculated by dividing the amount of the Company Note that is being converted by the market price of the common stock, which is defined as 80% of the arithmetic average of the three (3) lowest volume weighted average prices of the shares of the Company’s common stock during the twenty three (23) consecutive trading day period immediately preceding the date as of which such price determination is required (such as the effective date of a conversion). | |||||
As of December 31, 2013, the amount owed to Tonaquint was $1,252,000 of principal and $320,420 in accrued interest in accordance with Tonaquint’s claim which is being disputed by the Company. | |||||
The Company Note, Purchase Agreement and other related documents, including any amounts owed by the Company to Tonaquint based thereon, are in dispute and are the subject of litigation, as described more fully in Note 15. Legal Proceedings. | |||||
VidaPlus | |||||
On January 24, 2011, the Company entered into a Stock Purchase Agreement to acquire up to 51% of the capital stock in VidaPlus, an umbilical cord processing and storage company headquartered in Madrid, Spain. The Agreement is organized into three tranches; the first executed at closing with an initial investment of approximately $204,000 (150,000 Euro) for an amount equivalent to 7% as follows; 1% of share capital in initial equity or approximately $30,000 and 6% or an estimated $174,000 as a loan convertible into equity within 12 months of closing. The initial investment was secured by a Pledge Agreement on 270 VidaPlus samples that are incurring annual storage fees. The second tranche provides the opportunity for an additional 28% in share capital through monthly investments based on the number of samples processed in that month (up to a maximum of 550,000 EUR). In connection with Tranche 2, the Company has loaned VidaPlus $246,525 to date. Converting the investment from a loan into equity will take place within 24 months of the date the amount of shares due to the Company pursuant to the second tranche is calculated. The third tranche follows a similar loan to equity agreement as tranche two but for an additional 16% equity at the option of the Company (up to a maximum of 550,000 EUR). VidaPlus contracts through Stellacure and their relationship with the German Red Cross for their processing and storage. | |||||
In connection with the VidaPlus Stock Purchase Agreement entered into on January 24, 2011, the Company is obligated to make monthly loans to VidaPlus based on the number of new samples processed and up to a maximum of 550,000 Euro for each of Tranche 2 and 3 of the Agreement. Tranche 2 did contain provisions that provided the Company an option to discontinue funding if certain performance targets were not met. | |||||
In January 2012, the Company exercised its right to convert its Tranche 1 loan into 6% of the outstanding shares of VidaPlus, and as a result, the Company owns a total of 7% of the outstanding shares. At the time of the equity conversion, the Company no longer maintained its Pledge on the 270 VidaPlus samples associated with Tranche 1; however, the Company maintained a liquidation preference in VidaPlus over the money invested by the Company in VidaPlus. Additionally, the Company declined to make any further investment (loan or otherwise) to VidaPlus under whether Tranche 2, Tranche 3 or otherwise. CBAI holds a pledge over the umbilical cord blood maintenance and storage contracts between VidaPlus and certain of its customers, and all rights contained therein, including but not limited to the rights to administer those contracts and the rights to collect the revenues derived from those contracts, for 328 samples. CBAI holds that pledge until such time as it converts the monies paid to VidaPlus under Tranche 2 of the Stock Purchase Agreement into equity into Vidaplus, in accordance with the formulas set forth in the Stock Purchase Agreement. CBAI must make that conversion within two years of when the calculation was made as to the amount of shares to which CBAI is entitled pursuant to Tranche 2, which means that such conversion shall take place around or before February 2014. CBAI also holds a liquidation preference in VidaPlus for the money the Company invested in VidaPlus. On February 14, 2014, CBAI delivered to VidaPlus its election to convert its loan under Tranche 2 into shares of stock in VidaPlus as described more fully in Note 17. Subsequent Events | |||||
Patent License Agreement | |||||
PharmaStem Therapeutics claims to hold certain patents relating to the storage, expansion and use of hematopoietic stem cells. In the past several years, PharmaStem has commenced suit against numerous companies involved in cord blood collection and preservation alleging infringement of its patents. In October 2003, after a jury trial, judgment was entered against certain of our competitors and in favor of PharmaStem in one of those suits. In February 2004, PharmaStem commenced suit against Cord Partners and certain of its competitors alleging infringement of its patents. Management of Cord Partners determined to settle, rather than to litigate, this matter. As a result, PharmaStem and Cord Partners entered into a Patent License Agreement in March 2004. Pursuant to the Patent License Agreement, Cord Partners could, on a non-exclusive basis, collect, process and store cord blood utilizing PharmaStem’s claimed technology and processes allegedly covered by its patents for so long as the patents may remain in effect. Most of the patents at issue expired in 2010. PharmaStem could claim, arguendo, Cord Partners is obligated under the Patent License Agreement to pay royalties to PharmaStem of 15% of all revenues generated by Cord Partners from the collection and storage of cord blood on and after January 1, 2004. Other than, potentially royalties, which would be disputed by Cord, no amount is payable by Cord Partners to PharmaStem. All litigation between the parties was dismissed and all prior claims were released. As of 2008, Cord ceased paying all royalties to PharmaStem. The patents have been declared void under a final decision on appeal, and as such, there is no pending litigation in this matter. As of December 31, 2013, the Company included approximately $226,000 in accounts payable and $120,000 included in accrued expenses to account for this liability since 2008, though the Company disputes that it owes any royalties to Pharmastem. | |||||
Contingencies | |||||
Lindsay Bays | |||||
On or around September 21, 2011, Lindsay Bays, et. al filed a case against the Company, along with additional defendants Corcell, Inc., Progenitor Cell Therapy, LLC, and Bergen Community Blood Center in the Circuit Court of Kanawha County, West Virginia, case number 11-C-1664, alleging claims of breach of contract, negligence, and other related claims. After the filing, the case was removed by the defendants to the United States District Court for the Southern District of West Virginia, where it was Civil Action No. 2:11-0939. The Plaintiff alleged that she entered into a contract with Corcell, Inc. for the collection and storage of her child’s cord blood. She claimed that though her child was accepted as a candidate for auto reinfusion treatment of her child’s cerebral palsy in the Duke University Pediatric Blood and Marrow Transplant Program, her child was unable to participate, purportedly due to the defendants’ actions in labeling and shipping the blood. She sought monetary damages for injuries and losses, punitive damages, interest and attorneys’ fees. On or around December 5, 2011, the Company filed a Motion to Dismiss the action. Defendants Progenitor Cell Therapy, LLC and Bergen Community Blood Center also filed motions to dismiss. | |||||
On or around May 8, 2012, the Court denied the Company’s Motion to Dismiss, without prejudice, and further ordered that the Plaintiffs be given leave until July 16, 2012 to conduct jurisdictional discovery regarding the Company’s and CorCell’s contacts with the state of West Virginia and granting the Company leave to, by motion, renew its challenge to personal jurisdiction no later than July 23, 2012. The Court granted motions to dismiss for lack of personal jurisdiction filed by defendants Progenitor Cell Therapy, LLC and Bergen Community Blood Center. On July 18, 2012, Plaintiff and the Company filed a Stipulation of Dismissal Pursuant to Rule 41(A), dismissing the case against Cord Blood America, Inc., without prejudice. In the event Plaintiff files another case involving these circumstances, the Company will continue to vigorously defend against the claims. | |||||
BioCells | |||||
In September 2010, the Company entered into a Stock Purchase Agreement (the “Agreement”), with the Shareholders of Biocordcell Argentina S.A., a corporation organized under the laws of Argentina (“Bio”), providing for the Company’s acquisition of 50.1% of the outstanding shares of Bio (the “Shares). | |||||
Under the Agreement, the Company paid $375,000 in cash at the closing, and was obligated to pay an additional $350,000 in October, 2010, $150,000 of which is part of the fixed portion of the purchase price for the shares, for a total minimum purchase price of $525,000. The remaining $200,000 of this payment represents advances against the contingent payments due based on Bio’s 2010 and 2011 net income performances. In 2011, the Company negotiated and paid out the amount of $500,000 in connection with the 2010 earn out. | |||||
As of June 22, 2012, the Company entered into an Agreement with the shareholders of Bio from whom the Company purchased its majority ownership interest in Bio in 2010 (the "Sellers") relating to the 2011 earn out. Under the Agreement, the Company was to pay the Sellers the following: $25,000 on or before June 30, 2012; $10,000 on or before July 31, 2012; and $25,000 on or before September 30, 2012, for a total cash payment of $60,000. In addition, the Sellers will collect the Company’s portion of BioCells shareholders’ dividends for fiscal years 2012 and 2013, up to a maximum amount of $440,000, if any. There were no shareholder dividends earned or paid for the 2012 and 2013 fiscal years. Also, if BioCells is sold before April 2014 and certain thresholds for purchase price and payment are met or exceeded, then the Sellers could receive additional compensation, specifically an amount which equals $705,000 minus any amounts paid pursuant to the cash payments and payments from the Company’s shareholder dividends, which are detailed above. That sum would be paid to the Sellers out of the proceeds of such a sale. As a result of this Agreement with the Sellers of BioCells, the Company has paid the total cash amount due of $60,000 as of December 31, 2012 and there have been no earned portion of Company’s dividends paid to Sellers for fiscal years 2012 and 2013. | |||||
Employment Agreements | |||||
On September 12, 2011 (the “Company”), entered into an Executive Employment Agreement with Joseph R. Vicente, then the Company’s Chief Operating Officer and Vice President and appointed Chairman and President on May 15, 2012 by the Board of Directors, which was effective as of August 1, 2011 and shall terminate as of December 31, 2014, unless earlier terminated by the Company or Mr. Vicente. Mr. Vicente’s Executive Employment Contract had an initial term from August 1, 2011 through December 31, 2011, and is renewable annually thereafter for up to three additional, successive years, and provides for a base salary equal to his previous year’s annual salary, which said salary was set under the provisions of the previous employment agreement entered between Mr. Vicente and the Company in July of 2008. Mr. Vicente voluntarily reduced his annual salary by 12.5% until otherwise determined by Mr. Vicente, along with the advice and consent of the Company’s Board of Directors. It also provides for an annual bonus, payable at the discretion of the Board of Directors, equal to 25% of Mr. Vicente’s prior year base salary. The Agreement provides for a change of control termination bonus, which provide that if Mr. Vicente is terminated, his compensation reduced, or Mr. Vicente terminates his employment within one year after a change of control, then Mr. Vicente is entitled to a termination benefit in an amount equal to the average annual cash compensation over the three (3) year period preceding the Triggering Event (defined in the agreements) multiplied (2.00). The Agreement also provides for termination payments in the absence of a change of control in the event the Company terminates Mr. Vicente without cause in an amount equal to all compensation paid by the Company to Mr. Vicente for the 24 months preceding the termination, along with health plan and 401k incentives (if any were to be offered – the Company terminated its 401k earlier in 2012), as stated in the agreement. | |||||
The Company entered into an Executive Employment Agreement with Stephen Morgan (the “Employee”) on August 10, 2012, with July 1, 2012 as the effective date of the Agreement. The Agreement provides for a change of control termination bonus, whereby if the Employee is terminated, his compensation reduced, or the Company terminates the Employee’s employment within one year after a change in control, then the Employee is entitled to a termination benefit in an amount equal to the employee’s cash compensation over the one (1) year preceding the Triggering Event (defined in the Agreement). The Agreement also provides for termination payments in the absence of a change of control in the event the Company terminates the Employee without cause in an amount equal to all compensation paid by the Company to the Employee for the 12 months preceding the termination, along with health plan and 401k incentives (if any were to be offered – the Company terminated its 401k earlier in 2012), as stated in the Agreement. The Agreement provides for an annual salary of $125,000, along with a bonus, payable at the discretion of the Board of Directors of up to an annual amount of 20% of the Employee’s salary. Mr. Morgan’s compensation, as set forth in the Agreement has not increased as a result of his election to the officer positions of Vice President and Secretary on May 15, 2012 in addition to his retention of his previous position, General Counsel. The Company believes the assumption of additional roles by existing management and other individuals in leadership positions, including filling recently vacated roles, will reduce overall management costs while also leading to greater efficiency within the organization. | |||||
Operating Leases | |||||
CBAI and its subsidiaries lease office space in Las Vegas, NV under a non-cancelable operating lease expiring in 2014. The lease for the facility in Las Vegas has two options to renew for an additional five years each, extending the term to 2024. On January 21, 2014, the Company amended its current lease to include an extension through September 30, 2019. The monthly lease payments will be adjusted in accordance with the amendment, along with possible adjustments to the CAM charges and potential rent abatement associated with total lease square footage and other factors, all as set forth more fully in Note 17. Subsequent Events. CBAI's subsidiaries lease office and warehouse space in Argentina (Bio). The lease for Bio is for three years ending in April 2014. Commitments for future minimum rental payments, by year, and in the aggregate, to be paid (and received) under such operating leases as of December 31, 2013, are as follows: | |||||
Rent | |||||
to be paid | |||||
2014 | 103,454 | ||||
Total | $ | 103,454 | |||
Total rent expense for 2013 and 2012 under the operating leases amounted to $232,829 and $237,390 respectively. | |||||
10_Related_Party_Transactions_
10. Related Party Transactions and Commitments | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
NOTE 10 - Related Party Transactions and Commitments | ' |
Related Party Transactions | |
China Stem Cells, Ltd. | |
In March of 2010 the Company acquired pursuant to a License Agreement, a 10% non dilutable interest in what became, in December 2010, China Stem Cells, Ltd., a Cayman Islands Company (hereinafter "Cayman"), which indirectly holds a 100% capital interest in AXM Shenyang, a company organized to conduct a Stem Cell Storage Business in China. In exchange for issuance of an equity interest in Cayman, under the terms of the Transfer of Technology Agreement the Company agreed to provide technology transfer, knowhow and training in the setup, marketing and operation of the China Stem Cell Storage business. In connection with the License Agreement, the Company is to receive royalties equal to 8.5% of "Net Revenues" realized from the China Stem Cell Storage business, over the 15 year term of the agreement, with certain minimum annual royalties’ payable beginning in 2011. The Company has not been paid any royalty balance due to date, and it remains doubtful that any such royalties will be collected. | |
In December of 2010 the Company also acquired the option to provide up to $750,000 of additional capital funding to Cayman through the purchase of Cayman Secured Convertible Promissory Notes and attached Cayman Warrants to acquire its Common Stock. Other Cayman shareholders were granted similar options, with the intent of raising the aggregate up to $1.5 million in additional capital for Cayman and its subsidiaries. CBAI has exercised this option in part, provided a total of $400,000 in additional capital to Cayman, and is to receive Cayman Secured Convertible Promissory Notes for this sum along with 80 Cayman (TBD) Warrants. The Secured Convertible Promissory Notes are convertible into Cayman stock at a conversion price of $1,500 per share, subject to certain adjustments. The Warrants have a five year term and are exercisable at an option exercise price of $0.05 per share per share, subject to certain adjustments. The Company has recorded a reserve for the entire carrying amount of the receivable, including interest. The Company’s current President, Joseph Vicente was appointed as a Director of China Stem Cells Ltd. in July 2012 | |
VidaPlus | |
The Company holds 7% of the outstanding shares of VidaPlus, and has a balance of convertible loans receivable amounting to $246,525. During the year ended December 31, 2012, the Company reviewed the recoverability of the equity investment and loans receivable and the carrying amount exceeds the fair value of the investment as a result of recurring and continued operating losses at VidaPlus. Fair value of the loans receivable is determined based on the discounted future net cash flows expected to be generated by assets pledged against the loans. The Company recorded an impairment of 100% of the book value of the equity investment and wrote-down the net convertible loan receivable to $123,262 which the Company fully impaired the note receivable during the year ended December 31, 2013. On February 14, 2014, CBAI delivered to VidaPlus its election to convert its loan under Tranche 2 into shares of stock in VidaPlus as described more fully in Note 17. Subsequent Events. | |
Consulting Agreement with Pyrenees Consulting, LLC | |
On January 1, 2010, the Company entered into a consulting agreement with Pyrenees Consulting, LLC (“Pyrenees Consulting”), mislabeled in the agreement as Pyrenees Capital, LLC. To the best of the Company’s knowledge, at all relevant times herein, Pyrenees Consulting was owned 50% by Stephanie Schissler, who is the spouse of the Company’s former Officer and Director Matthew Schissler, and 50% by Mathew Schissler. The consulting agreement was entered for consulting services provided by Pyrenees Consulting, to be performed by Stephanie Schissler. The agreement expired two years after the date of the agreement, but Pyrenees continued providing services for the Company at a monthly rate of $13,125. Effective May 14, 2012, the Company and Pyrenees Consulting, LLC terminated their arrangement, and Pyrenees no longer provides services for the Company, nor is owed any additional monies or other obligations. | |
Frozen Food Gift Group, Inc. | |
CBAI engaged Frozen Food Gift Group, Inc. (“FFGG”) as a vendor, prepaying for $45,000 in products during the year ended December 31, 2011. The remaining balance on that account is $30,655 as of September 30, 2013, not including additional interest and fees to which the Company may be entitled. The Company’s former CEO and Chairman of the Board, Mathew Schissler who resigned effective May 14, 2012, owned 36.2% of the outstanding shares of FFGG based on an S-1 filing made by that company with the SEC on July 31, 2012, and on information and belief is FFGG’s Chairman of the Board. CBAI’s former COO, and now President Joseph Vicente served on the Board of Directors of FFGG, but resigned effective as of January 26, 2012. | |
The Company ceased doing business with FFGG in 2012, and has made demands for the return of its monies. In March 2014, the Company entered into a Claim Purchase Agreement with a third party calling for payment to the Company in exchange for the Company’s claims against Frozen Food Gift Group, Inc. (“FROZ”), as set forth in a Mutual General Release described more fully in Note 17. Subsequent Events. | |
HaVi Enterprises, LLC | |
On January 12, 2012, HaVi Enterprises, LLC, in which the Company’s President, Joseph Vicente owns a 50% interest, loaned $50,000 to the Company through a Secured Promissory Note with an interest rate of 12% per annum and a 6-month |
11_Stock_Option_Plan
11. Stock Option Plan | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||||||||
NOTE 11 - Stock Option Plan | ' | ||||||||||||||||||||||
Stock Option Plan | |||||||||||||||||||||||
The Company's Stock Option Plan permits the granting of stock options to its employees, directors, consultants and independent contractors for up to 8.0 million shares of its common stock. The Company believes that such awards encourage employees to remain employed by the Company and also to attract persons of exceptional ability to become employees of the Company. On July 13, 2009, the Company registered its 2009 Flexible Stock Plan, which increases the total shares available to 4 million common shares. The agreement allows the Company to issue either stock options or common shares from this Plan. | |||||||||||||||||||||||
On June 3, 2011, the Company registered its 2011 Flexible Stock Option plan, and reserved 1,000,000 shares of the Company's common stock for future issuance under the Plan. The Company canceled the Company's 2010 Flexible Stock Plan, and returned 501,991 reserved but unused common shares back to its treasury. | |||||||||||||||||||||||
Stock options that vest at the end of a one-year period are amortized over the vesting period using the straight-line method. For stock options awarded using graded vesting, the expense is recorded at the beginning of each year in which a percentage of the options vests. The Company did not issue any stock options for the years ended December 31, 2013 and 2012. | |||||||||||||||||||||||
The Company’s stock option activity was as follows | |||||||||||||||||||||||
Stock | Weighted Average Exercise Price | Weighted Avg. Contractual | |||||||||||||||||||||
Options | Remaining Life | ||||||||||||||||||||||
Outstanding, January 1, 2012 | 6,951,310 | 1.01 | 6.44 | ||||||||||||||||||||
Granted | - | - | - | ||||||||||||||||||||
Exercised | - | - | - | ||||||||||||||||||||
Forfeited/Expired | -627,740 | - | - | ||||||||||||||||||||
Outstanding, December 31, 2012 | 6,323,570 | 1.01 | 5.76 | ||||||||||||||||||||
Exercisable at December 31, 2012 | -- | 0.92 | 5.4 | ||||||||||||||||||||
Forfeited/Expired | (752,740 | ) | - | - | |||||||||||||||||||
Outstanding, December 31, 2013 | 5,570,830 | 1.01 | 4.51 | ||||||||||||||||||||
Exercisable at December 31, 2013 | 5,570,830 | 1.01 | 4.51 | ||||||||||||||||||||
The following table summarizes significant ranges of outstanding stock options under the stock option plan at December 31, 2013: | |||||||||||||||||||||||
Range of | Number of | Weighted Average | Weighted Average | Number of | Weighted Average | ||||||||||||||||||
Exercise Prices | Options | Remaining | Exercise | Options | Exercise | ||||||||||||||||||
Contractual Life | Price | Exercisable | Price | ||||||||||||||||||||
(years) | |||||||||||||||||||||||
$ | 0.33 — 20.00 | 5,522,806 | 4.53 | $ | 0.83 | 5,522,806 | $ | 0.83 | |||||||||||||||
$ | 21.00 — 30.00 | 30,126 | 1.12 | 25 | 30,126 | 25 | |||||||||||||||||
$ | 31.00— 51.00 | 17,898 | 4.51 | 31.21 | 17,898 | 31.21 | |||||||||||||||||
5,570,830 | 4.51 | $ | 1.01 | 5,570,830 | $ | 1.01 | |||||||||||||||||
A summary of the activity for unvested employee stock options as of December 31, 2013 and changes during the year is presented below: | |||||||||||||||||||||||
Weighted Average Grant Date Fair Value per Share | |||||||||||||||||||||||
Weighted Average Grant Date Fair Value per Share | |||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||
Non-vested at January 1, 2012 and 2013 | 150,685 | 929,056 | $ | 0.39 | $ | 0.39 | |||||||||||||||||
Granted | --- | --- | -- | -- | |||||||||||||||||||
Vested | 150,685 | 150,370 | -- | ||||||||||||||||||||
Exercised | --- | --- | -- | -- | |||||||||||||||||||
Cancelled | -- | 627,740 | -- | -- | |||||||||||||||||||
Pre-vested forfeitures | --- | --- | -- | -- | |||||||||||||||||||
Non-vested at December 31, 2012 | -- | 150,685 | $ | 0.33 | $ | 0.33 | |||||||||||||||||
12_Warrant_Agreements
12. Warrant Agreements | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Notes to Financial Statements | ' | |||||||||
NOTE 12 - Warrant Agreements | ' | |||||||||
On March 10, 2011 the Company issued a Promissory Note for $1,105,000 to St. George Investments along with 1,392,354 five year warrants at $0.01 per share. | ||||||||||
The Company has not issued any warrants since January 1, 2012. | ||||||||||
The following table summarizes the warrants outstanding and exercisable at December 31, 2013 (post split): | ||||||||||
WARRANTS OUTSTANDING | EXERCISE | MATURITY DATE | ||||||||
PRICE | ||||||||||
1,392,354 | $ | 0.01 | 3/10/16 | |||||||
Total | 1,392,354 |
13_Income_Taxes
13. Income Taxes | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Income Taxes | ' | ||||
NOTE 13 - Income Taxes | ' | ||||
As of December 31, 2013, the Company had net operating loss of $3,040,731 that may be available to reduce future years’ federal taxable income through 2032. Future tax benefits for Cord Blood America which may arise as a result of these losses have not been recognized in these consolidated financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carryforwards. However, the future tax benefits for Biocordcell which may arise as a result of these losses have been recognized in these consolidated financial statements, as their realization is determined likely to occur and accordingly, the Company has recorded the deferred tax asset relating to these tax loss carryforwards of $61,845. | |||||
A reconciliation of the expected consolidated income tax expense, computed by applying a 35% U.S. Federal corporate income tax rate and 35% Argentina corporate tax rate to income before taxes to income tax expense is as follows December 31, 2013: | |||||
2013 | |||||
Deferred tax assets: | |||||
Net operating loss | $ | (3,040,731 | ) | ||
Total deferred tax assets | $ | (1,132,760 | ) | ||
Less: valuation allowance | 1,070,915 | ||||
Net deferred tax assets | $ | 61,845 |
14_Stockholders_Equity
14. Stockholder's Equity | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
NOTE 14 - Stockholder's Equity | ' |
Preferred Stock | |
CBAI has 5,000,000 shares of $.0001 par value preferred stock authorized. | |
Common Stock | |
On March 25, 2009, the Company’s Articles of Incorporation were amended to increase the authorized common stock to 6,945,000,000 shares, par value $0.0001, up from 950,000,000. This amendment was adopted by the Company’s Board of Directors on February 12, 2009, and its Shareholders at a Special Meeting of Shareholders called for this purpose on March 23, 2009. | |
On May, 9, 2011, the Company consummated a one (1) for one hundred (100) reverse split of its outstanding common stock, with the result that the outstanding shares of common stock of the Company were reversed from 6,812,886,600 shares pre-split, to 68,128,866 outstanding common shares post split. At the same time, the Company’s Articles of Incorporation were amended to fix authorized capital stock at 255,000,000 shares, par value $.0.0001 of which 5,000,000 shares are preferred shares and 250,000,000 shares are common shares. These actions were adopted by its Shareholders at a Special Meeting of Shareholders called for this purpose on April 21, 2011. | |
On September 25, 2012, the Company’s Articles of Incorporation were amended to increase the authorized common stock to 890,000,000 shares, par value $0.0001, up from 250,000,000. This amendment was adopted by the Company’s Board of Directors on July 11, 2012, and its Shareholders at a Special Meeting of Shareholders called for this purpose on September 25, 2012. | |
During the year ended December 31, 2012, the Company issued 237,430,005 shares of common stock to retire $1,876,119 of principal an interest of convertible debt which has a fair market value of $3,070,486. | |
During the year ended December 31, 2013, the Company issued 513,765,592 shares of common stock to retire $776,502 of principal and interest in convertible debt which had a fair market value of $1,823,206. | |
As of December 31, 2013 CBAI had 890,000,000 shares of Common Stock outstanding. 20,000 shares remain in the Company's treasury. | |
15_Legal_Proceedings
15. Legal Proceedings | 12 Months Ended |
Dec. 31, 2013 | |
Legal Proceedings | ' |
Note - 15. Legal Proceedings | ' |
On August 30, 2013, Cord Blood America, Inc. (the “Company”) filed a Complaint (the “Complaint”) in the United States District Court for the District of Utah, Central Division against Tonaquint, Inc. (“Tonaquint”) and St. George Investments, LLC (“St. George”) (collectively ”Defendants”), along with summonses in connection therewith, case number 2:13-cv-00806-PMW (the “Action”). The Company brought the Action against the Defendants alleging Fraud in the Inducement, Breach of Agreement, Breach of Implied Covenant of Good Faith and Fair Dealing and Unjust Enrichment. In particular, among other things, the Complaint alleges that Defendants have fraudulently induced the Company to enter into the June 27, 2012 Secured Convertible Promissory Note (“Tonaquint Note”), Securities Purchase Agreement (“Tonaquint Purchase Agreement”) and related documentation through misrepresentations including but by no means limited to: (i) representing that the Tonaquint Note would be consecutively amortized with the March 10, 2011 Secured Convertible Promissory Note issued to St. George by the Company (“St. George Note”), and that these would not become due and owing simultaneously, and (ii) that the St. George Note would be replaced by an amended note to be paid off according to a set amortization schedule. | |
The Company seeks relief in the form of rescission or reformation of the Tonaquint Note, St. George Note, the Warrant issued to St. George as part of the March 10, 2011 transaction, as well as related agreements and documents, an order enjoining Defendants from foreclosing on the Notes or selling the Company’s assets, punitive and other damages in an unspecified amount, costs, attorneys’ fees, interest and such other relief as the Court deems just and proper. | |
Subsequently, on September 25, 2013, Defendants each filed their Answer and Counterclaim in the Action. In their Counterclaims, Defendants allege causes of action against the Company for Breach of the March 10, 2011 Note and Warrant Purchase Agreement between St. George and the Company (“SGI Purchase Agreement”), Breach of the Tonaquint Purchase Agreement and Tonaquint Note, Breach of the Implied Covenant of Good Faith and Fair Dealing, and Unjust Enrichment. Defendants claim that the Company purportedly breached the SGI Purchase Agreement, Tonaquint Purchase Agreement, and Tonaquint Convertible Note, by, among other things, failing to maintain a share reserve, failing to increase the number of authorized shares, failing to call or hold a meeting to increase the authorized shares of Common Stock of the Company, and failing to make installment payments under the Tonaquint Convertible Note. Defendants seek relief in the form of damages in an unspecified amount and an order from the Court requiring the Company to establish and maintain a share reserve for the benefit of the Defendants, along with costs, attorneys’ fees and such other relief as the Court deems just and proper. On October 15, 2013, the Company filed its Reply to Counterclaim. | |
Also on September 25, 2013, the Company received from Tonaquint a Notice of Disposition of Collateral advising of Tonaquint’s intent to sell all assets of the Company at a public auction on November 4, 2013 at 11:00 a.m. PST at 1857 Helm Drive, Las Vegas, Nevada, 89119. On October 18, 2013, the Company received from Tonaquint a Notification of Cancellation, which provided notice that the aforementioned auction to sell the Company’s assets was cancelled. | |
The Company intends to vigorously pursue its claims and defend itself against Defendants' counterclaims, as well as Tonaquint’s attempt to sell assets, and will continue to take legal action to protect the interests of the Company and its shareholders. |
16_Segment_Reporting
16. Segment Reporting | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||
Notes to Financial Statements | ' | |||||||||||||||||||||
NOTE 16 - Segment Reporting | ' | |||||||||||||||||||||
Guidance issued by the FASB requires that public business enterprises report financial and descriptive information about its reportable operating segments. The Company generates revenues related to the processing and preservation of umbilical cord blood and cord tissue. The Company’s long lived assets are located in, and substantially all of its revenues are generated from the United States of American and Argentina. | ||||||||||||||||||||||
The table below presents certain financial information by business segment for the year ended December 31, 2013: | ||||||||||||||||||||||
Cord | Biocordcell | Segment | Consolidation | Consolidated | ||||||||||||||||||
Total | Eliminations | Total | ||||||||||||||||||||
Revenue from External Customers | $ | 3,821,667 | $ | 2,153,317 | $ | 5,974,984 | $ | -- | $ | 5,974,984 | ||||||||||||
Interest & Derivative Expense | 1,772,107 | 122,368 | 1,894,475 | 1,894,475 | ||||||||||||||||||
Depreciation and Amortization | 541,808 | 245,521 | 787,329 | 787,329 | ||||||||||||||||||
Segment Income (Loss) | -1,954,599 | -1,024,286 | -2,978,885 | (2,978,8786 | ) | |||||||||||||||||
Segment Assets | $ | 4,448,580 | $ | 1,585,835 | $ | 6,307,415 | $ | -- | $ | 6,078,183 | ||||||||||||
The table below presents certain financial information by business segment for the year ended December 31, 2012: | ||||||||||||||||||||||
Cord | Biocordcell | Segment | Consolidation | Consolidated | ||||||||||||||||||
Total | Eliminations | Total | ||||||||||||||||||||
Revenue from External Customers | $ | 3,817,077 | $ | 2,175,871 | $ | 5,992,948 | $ | -- | $ | 5,992,948 | ||||||||||||
Interest & Derivative Expense | 1,238,573 | 29,509 | 1,268,082 | -95 | 1,267,987 | |||||||||||||||||
Depreciation and Amortization | 738,137 | 54,580 | 792,717 | -- | 792,717 | |||||||||||||||||
Segment Income (Loss) | (2,153,239 | ) | (200,605 | ) | (2,353,844 | ) | (40,814 | ) | (2,394,658 | ) | ||||||||||||
Segment Assets | $ | 4,668,944 | $ | 1,725,421 | $ | 6,394,365 | $ | (42,706 | ) | $ | 6,351,659 |
17_Subsequent_Events
17. Subsequent Events | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
NOTE 17 - Subsequent Events | ' | ||||
AABB Accreditation | |||||
The Company announced effective January 1, 2014, it had received its AABB accreditation for cell therapy activity associated with cord blood processing, storage and distribution. | |||||
Lease | |||||
On January 21, 2014, the Company entered a First Amendment to Lease, which extended its lease at the property located at 1857 Helm Drive, Las Vegas, Nevada through September 30, 2019. In connection with the amendment, the Company received an abatement of the entire amount of its rent for January 2014, except for CAM charges. In addition, as of October 1, 2014, the Company’s monthly lease payments shall revert back to their rates as they existed in June 2009, other than CAM charges, with annual adjustments thereafter as set forth in the Amendment. Moreover, the Landlord has the option to lease a portion of the premises currently occupied by the Company to a third party, and if this portion is leased to a third party, the Company’s monthly rent amount shall be reduced pro rata with the portion of the space leased to a third party. If the Landlord is unable to or elects not to lease a portion of the premises to a third party by November 30, 2015 and by each subsequent anniversary thereof, the Company shall receive an additional abatement of one month rent, excluding CAM charges, in December 2015, December 2016 and December 2017, respectively and as applicable. | |||||
Commitments for future minimum rental payments, by year, and in the aggregate, to be paid under such operating lease as of December 31, 2013, are as follows: | |||||
Rent | |||||
to be paid | |||||
2014 | $ | 43,833 | |||
2015 | 161,481 | ||||
2016 | 165,621 | ||||
2017 | 169,603 | ||||
2018 | 189,813 | ||||
Thereafter | 144,945 | ||||
Total | $ | 875,296 | |||
Cord Blood America, Inc. v. Tonaquint and St. George | |||||
In the action described in detail in Item 3. Legal Proceedings, on March 22, 2014, Defendants filed an Amended Counterclaim. The Amended Counterclaim adds a claim for declaratory judgement, wherein Defendents seek that the Court declare the Security Agreement entered into by the Company and Tonaquint secured repayment for the Company’s purported obligations to both Tonaquint and St. George. | |||||
On March 21, 2014, the Company filed a Motion for Leave to File Amended Complaint and Memorandum, seeking to amend its Complaint to add an additional claim for breach of contract, as well as a claim for promissory estoppel. No hearing date has been set for that motion. | |||||
VIDAPLUS 2007 S.L. | |||||
In accordance with the terms for Tranche 2 of the Stock Purchase Agreement between VidaPlus and CBAI entered in January 2011, on February 14, 2014, CBAI delivered to VidaPlus its election to convert its loan under Tranche 2 into shares of stock in VidaPlus, including Anti-Dilution shares to which CBAI is entitled pursuant to the conversion. CBAI is entitled to an additional ownership stake of approximately 2.24% in connection with the foregoing, bringing its total ownership percentage to approximately 9.24%. | |||||
FROZ | |||||
Effective as of March 12, 2014 the Company entered into a Claim Purchase Agreement with a third party calling for payment by the third party to the Company in exchange for the Company’s claims against Frozen Food Gift Group, Inc. (“FROZ”), as set forth in a Mutual General Release described below (“Release”). Payment shall be made by the third party to the Company upon the happening of certain events, provided that both parties have the right to cancel the agreement if those events have not taken place within 90 days of the effective date of the Claim Purchase Agreement. | |||||
The Company entered a Mutual General Release with FROZ effective as of March 5, 2014, with the mutual releases and negative covenants contained therein not taking effect until such time as the Company receives payment under the Claim Purchase Agreement as described above. |
2_Summary_of_Significant_Accou1
2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Summary Of Significant Accounting Policies Policies | ' | ||||||||||||||||
Basis of Presentation and Going Concern | ' | ||||||||||||||||
The accompanying financial statements of CBAI and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has experienced recurring net losses from operations, which losses have caused an accumulated deficit of approximately $53.26 million as of December 31, 2013. In addition, CBAI has notes and loans payable of approximately $1.44 million as of December 31, 2013. The Company has no available common stock outstanding as of December 31, 2013, and as such, the Company may not be able to issue common stock to retire debt until such time as the shareholders approve an increase in the number of shares authorized. These factors, among others, raise substantial doubt about CBAI's ability to continue as a going concern. | |||||||||||||||||
Since inception, the Company has financed cash flow requirements through the issuance of common stock and warrants for cash, services and loans. However, over the past six quarters, the Company has reduced operating expenses, ended investment in its unconsolidated affiliates and Stellacure, and received no additional funding from outside sources for working capital. During the year ended December 31, 2013 the Company had positive cash flow from operations of $0.49 million. The Company plans to continue to operate on its cash flows from operations by aligning its expenses with its revenues. If cash flows from operations are significantly less than projected, then the Company would need to either cut back on its budgeted spending, look to outside sources for additional funding or a combination of the two. The Company currently does not have any financing agreements in place for additional funding. If the Company is unable to access sufficient funds when needed, obtain additional external funding or generate sufficient revenue from the sale of our products, it could be forced to curtail or possibly cease operations. | |||||||||||||||||
In view of these conditions, CBAI's ability to continue as a going concern is dependent upon its ability to meet its financing requirements, and to ultimately achieve profitable operations. Management believes that its current and future plans provide an opportunity to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that may be necessary in the event CBAI cannot continue as a going concern. | |||||||||||||||||
Basis of Consolidation | ' | ||||||||||||||||
The consolidated financial statements include the accounts of CBAI and its wholly-owned and majority-owned subsidiaries, Cord and Biocordcell Argentina S.A. All significant inter-company balances and transactions have been eliminated upon consolidation. | |||||||||||||||||
Estimates | ' | ||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. | |||||||||||||||||
Cash | ' | ||||||||||||||||
Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less at the time of purchase. | |||||||||||||||||
The company maintains cash and cash equivalents at several financial institutions. | |||||||||||||||||
Accounts Receivable | ' | ||||||||||||||||
Accounts receivable consist of the amounts due for the processing and storage of umbilical cord blood and cord tissue, other tissue procurement services and whole cord blood collection. Accounts receivable relating to deferred revenues are netted against deferred revenue for presentation purposes. The allowance for doubtful accounts is estimated based upon historical experience. The allowance is reviewed quarterly and adjusted for accounts deemed uncollectible by management. Amounts are written off when all collection efforts have failed. | |||||||||||||||||
Property and Equipment | ' | ||||||||||||||||
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Routine maintenance and repairs are charged to expense as incurred while major replacement and improvements are capitalized as additions to the related assets. Sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the related asset and accumulated depreciation accounts with any gain or loss credited or charged to income upon disposition. | |||||||||||||||||
Intangible Assets | ' | ||||||||||||||||
Intangible assets consist primarily of customer contracts and relationships as part of the acquisition of the CorCell and CureSource assets in 2007 in addition to the acquisition of Biocordcell in 2010 (Note 3). During 2011 the Company also foreclosed and acquired assets from NeoCells, a subsidiary of ViviCells, as satisfaction of outstanding receivables from Vivicells. Intangible assets are stated at cost. Amortization of intangible assets is computed using the sum of the years’ digits method, over an estimated useful life of 18 years. Amortization expense for the years ended December 31, 2013 and 2012 was $636,383 and $631,759 respectively. | |||||||||||||||||
Impairment of Long-Lived Assets | ' | ||||||||||||||||
Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. The Company reviews goodwill for impairment at least annually or whenever events or circumstances are more likely than not to reduce the fair value of goodwill below its carrying amount. | |||||||||||||||||
Equity Investments | ' | ||||||||||||||||
Cord had a non-controlling equity investment in ViviCells International, Inc., a privately held company in the business of providing cord blood stem cell and adult peripheral blood stem cell preservation services. The Company utilized the equity method of accounting as it owned more than 20% of the outstanding common stock and had the ability to exercise significant influence over this company. As such, the investment was carried at cost less Cord's proportionate share of ViviCells net loss for the period since investment. During 2011 the Company foreclosed on and acquired all the assets of Neocells, a subsidiary of ViviCells, as satisfaction on the outstanding receivable from ViviCells. There is no remaining investment in ViviCells as of December 31, 2012 because of this action. | |||||||||||||||||
Cord has a minority equity investment in China Stem Cells, Ltd., a Cayman Islands Company, a privately held company organized to conduct a stem cell storage business in China. In 2011, Cord acquired a minority equity investment in VidaPlus, an umbilical cord processing and storage company. The Company utilizes the cost method of accounting as it owns less than 20% of the outstanding common stock and only has the ability to exercise nominal, not significant, influence over these companies. The cost of this investment was $204,062 and represents 7% equity in Vivicells. At December 31, 2012 the Company has an outstanding loan to Vivicells in the amount of $246,525. During the year ended December 31, 2012, the Company recognized an impairment loss on the Vidaplus investments and wrote-down its equity interest to $0 and the value of its notes receivable to $123,262. | |||||||||||||||||
Deferred Revenue | ' | ||||||||||||||||
Deferred revenue consists of payments for enrollment in the program and processing of umbilical cord blood by customers whose samples have not yet been collected, as well as the pro-rata share of annual storage fees for customers whose samples were stored during the year. | |||||||||||||||||
Valuation of Derivative Instruments | ' | ||||||||||||||||
ASC 815-40 (formerly SFAS No. 133 "Accounting for derivative instruments and hedging activities"), requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with ASC 815-40-15 (formerly EITF 00-19 "Accounting for derivative financial instruments indexed to, and potentially settled in, a company's own stock") to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. At December 31, 2013, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its consolidated statement of operation and comprehensive loss. | |||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
CBAI recognizes revenue under the provisions of ASC 605-25 (previously Staff Accounting Bulletin 104 “Revenue Recognition”). CBAI provides a combination of products and services to customers. This combination arrangement is evaluated under ASC 605-25-25 (previously Emerging Issues Task Force Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables"). ASC 605-25-25 addresses certain aspects of accounting for arrangements under multiple revenue generating activities. | |||||||||||||||||
Cord, Stellacure and Bio recognize revenue from both enrollment fees and processing fees upon the completion of processing while revenue from storage fees are recognized ratably over the contractual storage period. | |||||||||||||||||
Franchise revenues are recognized in accordance with ASC 952-605-3, according to requirements for recognizing franchise revenues after “franchise agreement” services are completed and substantially performed. Further, in accordance with ASC 952-605-25-7, the installment or cost recovery accounting method is used to account for franchise fee revenue only in those exceptional cases when revenue is collectible over an extended period and no reasonable basis exists for estimated collectability. | |||||||||||||||||
Cost of Services | ' | ||||||||||||||||
Costs are incurred as umbilical cord blood and cord tissue are collected. For Cord and Bio these costs include the transportation of the umbilical cord blood and cord tissue from the hospital to the lab, direct material plus labor costs for processing and cryogenic storage, and allocated rent, utility and general administrative expenses. The Company expenses costs in the period incurred. | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that included the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the portion of tax benefits that more likely than not will not be realized. There was a valuation allowance equal to 100% of deferred tax assets as of December 31, 2013. | |||||||||||||||||
The Company follows guidance issued by the FASB with regard to its accounting for uncertainty in income taxes recognized in the financial statements. Such guidance prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the years ended December 31, 2013 and 2012. The Company files income tax returns with the Internal Revenue Service (“IRS”) and various state jurisdictions. For jurisdictions in which tax filings are prepared, the Company is no longer subject to income tax examinations by state tax authorities for years through 2007 and by the IRS for years through 2008. | |||||||||||||||||
Accounting for Stock Option Plan | ' | ||||||||||||||||
The Company’s share-based employee compensation plans are described in Note 11. On January 1, 2006, the Company adopted the provisions of ASC 718 (previously SFAS 123(R), “Accounting for Stock-based Compensation (Revised 2004)” (“123(R)”), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, non-employee directors, and consultants, including employee stock options. | |||||||||||||||||
Net Loss Per Share | ' | ||||||||||||||||
The Company’s share-based employee compensation plans are described in Note 11. On January 1, 2006, the Company adopted the provisions of ASC 718 (previously SFAS 123(R), “Accounting for Stock-based Compensation (Revised 2004)” (“123(R)”), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, non-employee directors, and consultants, including employee stock options. | |||||||||||||||||
Concentration of Risk | ' | ||||||||||||||||
Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet their contractual obligations to be similarly affected by changes in economic or other conditions described below. | |||||||||||||||||
Relationships and agreements which could potentially expose the Company to concentrations of credit risk consist of the use of one source for the processing and storage of all umbilical cord blood and one source for the development and maintenance of a website. The Company believes that alternative sources are available for each of these concentrations. | |||||||||||||||||
Financial instruments that subject the Company to credit risk could consist of cash balances maintained in excess of federal depository insurance limits. The Company maintains its cash and cash equivalent balances with high credit quality financial institutions. At times, cash and cash equivalent balances may be in excess of Federal Deposit Insurance Corporation limits. To date, the Company has not experienced any such losses. | |||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs, as defined by ASC 820-10, are as follows: | |||||||||||||||||
● | Level 1 – quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
● | Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. | ||||||||||||||||
● | Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. | ||||||||||||||||
The following table summarizes fair value measurements by level at December 31, 2013 for assets and liabilities measured at fair value on a recurring basis: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash | $ | 708,760 | $ | -- | $ | -- | $ | 708,760 | |||||||||
Derivative liability | -- | -- | (359,407 | ) | (359,407 | ) | |||||||||||
Derivative liability was valued under the Black-Scholes model with the following assumptions: | |||||||||||||||||
Risk free interest rate | 0.12% to 0.51% | ||||||||||||||||
Expected life | 1 year or less | ||||||||||||||||
Dividend Yield | 0% | ||||||||||||||||
Volatility | 130% to 165% | ||||||||||||||||
The following table summarizes fair value measurements by level at December 31, 2012 for assets and liabilities measured at fair value on a recurring basis: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash | $ | 393,832 | $ | -- | $ | -- | $ | 393,832 | |||||||||
Derivative liability | -- | -- | (354,654 | ) | (354,654 | ) | |||||||||||
Derivative liability was valued under the Black-Scholes model, with the following assumptions: | |||||||||||||||||
Risk free interest rate | 0.1% to 1.28% | ||||||||||||||||
Expected life | 0 to 4 years | ||||||||||||||||
Dividend Yield | 0% | ||||||||||||||||
Volatility | 0% to 165% | ||||||||||||||||
The following is a reconciliation of the derivative liability: | |||||||||||||||||
Value at December 31, 2011 | $ | 973,679 | |||||||||||||||
Change in value of derivative | (36,017 | ) | |||||||||||||||
Creation of Instrument | 609,361 | ||||||||||||||||
Reclassification to equity | (1,194,368 | ) | |||||||||||||||
Value at December 31, 2012 | $ | 354,654 | |||||||||||||||
Change in value of derivative | 189,562 | ||||||||||||||||
Value at December 31, 2013 | $ | 359,407 | |||||||||||||||
For certain of the Company’s financial instruments, including cash, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses, and deferred revenues, the carrying amounts approximate fair value due to their short maturities. The carrying amounts of the Company’s notes receivable and notes payable approximates fair value based on the prevailing interest rates. | |||||||||||||||||
Reclassification | ' | ||||||||||||||||
Certain amounts in the prior year have been reclassified to conform to the current year’s presentation. | |||||||||||||||||
Recently Issued Accounting Pronouncements | ' | ||||||||||||||||
In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, ("ASU 2013-02"). ASU 2013-02 amends Accounting Standards Codification ("ASC") 220, Comprehensive income ("ASC 220"), and requires entities to present the changes in the components of accumulated other comprehensive income for the current period. Entities are required to present separately the amount of the change that is due to reclassifications, and the amount that is due to current period other comprehensive income. These changes are permitted to be shown either before or net-of-tax and can be displayed either on the face of the financial statements or in the footnotes. ASU 2013-02 was effective for our interim and annual periods beginning January 1, 2013. The adoption of ASU 2013-02 did not have a material effect on the Company's consolidated financial position or results of operations. | |||||||||||||||||
In March 2013, the FASB issued new guidance related to the release of cumulative translation adjustment related to an entity's investment in a foreign entity. The guidance clarifies that the guidance in Subtopic 830-30, Foreign Currency Matters - Translation of Financial Statements, applies to the release of cumulative translation adjustment into net income when a reporting entity either sells a part or all of its investment in a foreign entity or ceases to have a controlling financial interest in a subsidiary or group of assets that constitute a business within a foreign entity. This guidance is effective for us prospectively for reporting periods beginning October 1, 2014. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. | |||||||||||||||||
In April 2013, the FASB issued ASU 2013-07, Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. ASU 2013-07 clarifies when an entity should apply the liquidation basis of accounting. ASU 2013-07 also provides principles for the recognition and measurement of assets and liabilities and requirements for financial statements prepared using the liquidation basis of accounting. ASU 2013-07 is effective for fiscal years and interim periods within those years beginning after December 15, 2013. The Company does not expect amendments in ASU 2013-07 to impact the Company's financial statements, results of operations or liquidity. | |||||||||||||||||
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which eliminates diversity in practice for the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward is available to reduce the taxable income or tax payable that would result from disallowance of a tax position. ASU 2013-11 affects only the presentation of such amounts in an entity’s balance sheet and is effective for fiscal years beginning after December 15, 2013 and interim periods within those years. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. |
2_Summary_of_Significant_Accou2
2. Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Summary Of Significant Accounting Policies Tables | ' | ||||||||||||||||
Fair value measurements for assets and liabilities | ' | ||||||||||||||||
The following table summarizes fair value measurements by level at December 31, 2013 for assets and liabilities measured at fair value on a recurring basis: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash | $ | 708,760 | $ | -- | $ | -- | $ | 708,760 | |||||||||
Derivative liability | -- | -- | (359,407 | ) | (359,407 | ) | |||||||||||
Derivative liability was valued under the Black-Scholes model with the following assumptions: | |||||||||||||||||
Risk free interest rate | 0.12% to 0.51% | ||||||||||||||||
Expected life | 1 year or less | ||||||||||||||||
Dividend Yield | 0% | ||||||||||||||||
Volatility | 130% to 165% | ||||||||||||||||
The following table summarizes fair value measurements by level at December 31, 2012 for assets and liabilities measured at fair value on a recurring basis: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash | $ | 393,832 | $ | -- | $ | -- | $ | 393,832 | |||||||||
Derivative liability | -- | -- | (354,654 | ) | (354,654 | ) | |||||||||||
Derivative liability assumptions | ' | ||||||||||||||||
Derivative liability was valued under the Black-Scholes model, with the following assumptions: | |||||||||||||||||
Risk free interest rate | 0.1% to 1.28% | ||||||||||||||||
Expected life | 0 to 4 years | ||||||||||||||||
Dividend Yield | 0% | ||||||||||||||||
Volatility | 0% to 165% | ||||||||||||||||
Reconciliation of the derivative liability | ' | ||||||||||||||||
The following is a reconciliation of the derivative liability: | |||||||||||||||||
Value at December 31, 2011 | $ | 973,679 | |||||||||||||||
Change in value of derivative | (36,017 | ) | |||||||||||||||
Creation of Instrument | 609,361 | ||||||||||||||||
Reclassification to equity | (1,194,368 | ) | |||||||||||||||
Value at December 31, 2012 | $ | 354,654 | |||||||||||||||
Change in value of derivative | 189,562 | ||||||||||||||||
Value at December 31, 2013 | $ | 359,407 |
4_Property_And_Equipment_Table
4. Property And Equipment (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property And Equipment Tables | ' | |||||||||
Property And Equipment | ' | |||||||||
At December 31, 2013, property and equipment consists of: | ||||||||||
Useful Life | 2013 | 2012 | ||||||||
(Years) | ||||||||||
Furniture and fixtures | 5-Jan | $ | 95,780 | $ | 99,820 | |||||
Computer equipment | 5 | 156,882 | 154,501 | |||||||
Laboratory Equipment | 5-Jan | 493,515 | 490,874 | |||||||
Freezer equipment | 15-Jul | 362,830 | 360,024 | |||||||
Leasehold Improvements | 5 | 204,727 | 232,494 | |||||||
1,306,103 | 1,337,713 | |||||||||
Less: accumulated depreciation and amortization | (655,962 | ) | (536,145 | ) | ||||||
$ | 653,772 | $ | 801,568 |
6_Accrued_Expenses_Tables
6. Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accrued Expenses Tables | ' | ||||||||
Components of accrued expenses | ' | ||||||||
The components of accrued expenses at December 31, 2013 and 2012 are summarized as follows: | |||||||||
2013 | 2012 | ||||||||
Accrued Biocordcell investment | -- | -- | |||||||
Other accrued expenses | 1,114,781 | 776,636 | |||||||
$ | 1,117,781 | $ | 776,636 |
7_Notes_and_Loans_Payable_and_1
7. Notes and Loans Payable, and Derivative Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes And Loans Payable And Derivative Liabilities Tables | ' | ||||||||
Notes and Loans Payable, and Derivative Liabilities | ' | ||||||||
At December 31, 2013 and December 31, 2012, notes and loans payable consist of: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Convertible Promissory Note Payable to St. George Investment, secured by the Company’s assets, interest rate of 6.0% per annum, with payment due on or before March 10, 2015 | $ 248,039 | $ 808,220 | |||||||
Convertible Note to Tangiers Investors, 10% per annum; due on or before December 14, 2012 | -- | 25,000 | |||||||
Convertible Note to Tangiers Investors, 10% per annum; due on or before December 27, 2012 | -- | 25,000 | |||||||
Convertible Note to Tangiers Investors, 10% per annum; due on or before January 6, 2013 | -- | 25,000 | |||||||
Convertible Note to Tangiers Investors, 10% per annum; due on or before January 20, 2013 | -- | 50,000 | |||||||
Convertible Note to Tangiers Investors, 10% per annum; due on or before January 27, 2013 | -- | 20,000 | |||||||
Convertible Note to Tangiers Investors, 10% per annum; due on or before February 3, 2013 | -- | 20,000 | |||||||
Secured Convertible Promissory Note to Tonaquint, Inc., 6% per annum; due on or before February 27, 2014 | 1,252,000 | 1,252,000 | |||||||
1,500,039 | 2,225,220 | ||||||||
Less: Unamortized Discount | (58,704 | ) | (476,031 | ) | |||||
$ | 1,441,335 | $ | 1,749,189 |
8_Investment_and_Notes_Receiva1
8. Investment and Notes Receivable, Related Parties (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Investment And Notes Receivable Related Parties Tables | ' | ||||||||
Notes receivable | ' | ||||||||
At December 31, 2013 and 2012, notes receivable consist of: | |||||||||
Convertible Note Receivable from China Stem Cells, Ltd, related party, has 7% annual interest, payable semi-annually through December 10, 2011, annual principal and interest payments of $33,438 from December 10, 2012 through December 10, 2016, when the note matures, and collateralized by a debt of share charge. | -- | -- | |||||||
Note Receivable from VidaPlus pledged by samples convertible into shares after 12 months at company’s discretion and upon notice required by agreement | -- | 123,262 | |||||||
Investment in VidaPlus. | -- | -- | |||||||
$ | -- | $ | 123,262 | ||||||
9_Commitments_and_Contingencie1
9. Commitments and Contingencies (Tabels) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Tabels | ' | ||||
Future minimum rental payments | ' | ||||
Rent | |||||
to be paid | |||||
2014 | 103,454 | ||||
Total | $ | 103,454 |
11_Stock_Option_Plan_Tables
11. Stock Option Plan (Tables) | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Stock Option Plan Tables | ' | ||||||||||||||||||||||
Stock option activity | ' | ||||||||||||||||||||||
The Company’s stock option activity was as follows | |||||||||||||||||||||||
Stock | Weighted Average Exercise Price | Weighted Avg. Contractual | |||||||||||||||||||||
Options | Remaining Life | ||||||||||||||||||||||
Outstanding, January 1, 2012 | 6,951,310 | 1.01 | 6.44 | ||||||||||||||||||||
Granted | - | - | - | ||||||||||||||||||||
Exercised | - | - | - | ||||||||||||||||||||
Forfeited/Expired | -627,740 | - | - | ||||||||||||||||||||
Outstanding, December 31, 2012 | 6,323,570 | 1.01 | 5.76 | ||||||||||||||||||||
Exercisable at December 31, 2012 | -- | 0.92 | 5.4 | ||||||||||||||||||||
Forfeited/Expired | (752,740 | ) | - | - | |||||||||||||||||||
Outstanding, December 31, 2013 | 5,570,830 | 1.01 | 4.51 | ||||||||||||||||||||
Exercisable at December 31, 2013 | 5,570,830 | 1.01 | 4.51 | ||||||||||||||||||||
Outstanding stock options under the stock option plan | ' | ||||||||||||||||||||||
The following table summarizes significant ranges of outstanding stock options under the stock option plan at December 31, 2013: | |||||||||||||||||||||||
Range of | Number of | Weighted Average | Weighted Average | Number of | Weighted Average | ||||||||||||||||||
Exercise Prices | Options | Remaining | Exercise | Options | Exercise | ||||||||||||||||||
Contractual Life | Price | Exercisable | Price | ||||||||||||||||||||
(years) | |||||||||||||||||||||||
$ | 0.33 — 20.00 | 5,522,806 | 4.53 | $ | 0.83 | 5,522,806 | $ | 0.83 | |||||||||||||||
$ | 21.00 — 30.00 | 30,126 | 1.12 | 25 | 30,126 | 25 | |||||||||||||||||
$ | 31.00— 51.00 | 17,898 | 4.51 | 31.21 | 17,898 | 31.21 | |||||||||||||||||
5,570,830 | 4.51 | $ | 1.01 | 5,570,830 | $ | 1.01 | |||||||||||||||||
Weighted Average Grant Date Fair Value per Share | ' | ||||||||||||||||||||||
A summary of the activity for unvested employee stock options as of December 31, 2013 and changes during the year is presented below: | |||||||||||||||||||||||
Weighted Average Grant Date Fair Value per Share | |||||||||||||||||||||||
Weighted Average Grant Date Fair Value per Share | |||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||
Non-vested at January 1, 2012 and 2013 | 150,685 | 929,056 | $ | 0.39 | $ | 0.39 | |||||||||||||||||
Granted | --- | --- | -- | -- | |||||||||||||||||||
Vested | 150,685 | 150,370 | -- | ||||||||||||||||||||
Exercised | --- | --- | -- | -- | |||||||||||||||||||
Cancelled | -- | 627,740 | -- | -- | |||||||||||||||||||
Pre-vested forfeitures | --- | --- | -- | -- | |||||||||||||||||||
Non-vested at December 31, 2012 | -- | 150,685 | $ | 0.33 | $ | 0.33 |
12_Warrant_Agreements_Tables
12. Warrant Agreements (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Notes to Financial Statements | ' | |||||||||
Summarizes of the warrants outstanding and exercisable | ' | |||||||||
The following table summarizes the warrants outstanding and exercisable at December 31, 2013 (post split): | ||||||||||
WARRANTS OUTSTANDING | EXERCISE | MATURITY DATE | ||||||||
PRICE | ||||||||||
1,392,354 | $ | 0.01 | 3/10/16 | |||||||
Total | 1,392,354 | |||||||||
13_Income_Taxes_Tables
13. Income Taxes (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Income Taxes Tables | ' | ||||
Income tax expense | ' | ||||
2013 | |||||
Deferred tax assets: | |||||
Net operating loss | $ | (3,040,731 | ) | ||
Total deferred tax assets | $ | (1,132,760 | ) | ||
Less: valuation allowance | 1,070,915 | ||||
Net deferred tax assets | $ | 61,845 |
15_Segment_Reporting_Tables
15. Segment Reporting (Tables) | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||
Notes to Financial Statements | ' | |||||||||||||||||||||
Financial information by business segment | ' | |||||||||||||||||||||
The table below presents certain financial information by business segment for the year ended December 31, 2013: | ||||||||||||||||||||||
Cord | Biocordcell | Segment | Consolidation | Consolidated | ||||||||||||||||||
Total | Eliminations | Total | ||||||||||||||||||||
Revenue from External Customers | $ | 3,821,667 | $ | 2,153,317 | $ | 5,974,984 | $ | -- | $ | 5,974,984 | ||||||||||||
Interest & Derivative Expense | 1,772,107 | 122,368 | 1,894,475 | 1,894,475 | ||||||||||||||||||
Depreciation and Amortization | 541,808 | 245,521 | 787,329 | 787,329 | ||||||||||||||||||
Segment Income (Loss) | -1,954,599 | -1,024,286 | -2,978,885 | (2,978,8786 | ) | |||||||||||||||||
Segment Assets | $ | 4,448,580 | $ | 1,585,835 | $ | 6,307,415 | $ | -- | $ | 6,078,183 | ||||||||||||
The table below presents certain financial information by business segment for the year ended December 31, 2012: | ||||||||||||||||||||||
Cord | Biocordcell | Segment | Consolidation | Consolidated | ||||||||||||||||||
Total | Eliminations | Total | ||||||||||||||||||||
Revenue from External Customers | $ | 3,817,077 | $ | 2,175,871 | $ | 5,992,948 | $ | -- | $ | 5,992,948 | ||||||||||||
Interest & Derivative Expense | 1,238,573 | 29,509 | 1,268,082 | -95 | 1,267,987 | |||||||||||||||||
Depreciation and Amortization | 738,137 | 54,580 | 792,717 | -- | 792,717 | |||||||||||||||||
Segment Income (Loss) | (2,153,239 | ) | (200,605 | ) | (2,353,844 | ) | (40,814 | ) | (2,394,658 | ) | ||||||||||||
Segment Assets | $ | 4,668,944 | $ | 1,725,421 | $ | 6,394,365 | $ | (42,706 | ) | $ | 6,351,659 |
2_Summary_of_Significant_Accou3
2. Summary of Significant Accounting Policies (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Measurements, Recurring [Member] | ' | ' |
Summary of assets and liabilities measured at fair value on a recurring basis | ' | ' |
Cash | $708,760 | $393,832 |
Derivative liability | -359,407 | -354,654 |
Fair Value, Measurements, Recurring [Member], Level 1 [Member] | ' | ' |
Summary of assets and liabilities measured at fair value on a recurring basis | ' | ' |
Cash | 708,760 | 393,832 |
Derivative liability | ' | ' |
Fair Value, Measurements, Recurring [Member], Level 2 [Member] | ' | ' |
Summary of assets and liabilities measured at fair value on a recurring basis | ' | ' |
Cash | ' | ' |
Derivative liability | ' | ' |
Fair Value, Measurements, Recurring [Member], Level 3 [Member] | ' | ' |
Summary of assets and liabilities measured at fair value on a recurring basis | ' | ' |
Cash | ' | ' |
Derivative liability | ($359,407) | ($354,654) |
2_Summary_of_Significant_Accou4
2. Summary of Significant Accounting Policies (Details 1) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Expected life | '1 year or less | ' |
Dividend Yield | 0.00% | 0.00% |
MinimumMember | ' | ' |
Risk free interest rate | 0.12% | 0.10% |
Expected life | ' | '0 years |
Volatility | 130.00% | 0.00% |
MaximumMember | ' | ' |
Risk free interest rate | 0.51% | 1.28% |
Expected life | ' | '4 years |
Volatility | 165.00% | 165.00% |
2_Summary_of_Significant_Accou5
2. Summary of Significant Accounting Policies (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Notes to Financial Statements | ' | ' |
Value at Beginning | $354,654 | $973,679 |
Change in value of derivative | 189,562 | -36,036 |
Creation of Instrument | ' | 609,361 |
Reclassification to equity | ' | -1,194,368 |
Value at Ending | $359,407 | $354,654 |
2_Summary_of_Significant_Accou6
2. Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Notes to Financial Statements | ' | ' |
Accumulated deficit | ($53,685,436) | ($51,218,693) |
Notes and loans payable | 1,500,039 | 2,225,220 |
Cash flow from operations | 496,121 | 81,458 |
Intangible assets estimated useful life | '18 years | ' |
Amortization expense | 636,383 | 631,759 |
Outstanding loan to Vivicells | ' | 246,525 |
Impairment loss | ' | 0 |
Notes receivable | ' | 123,262 |
Percentage of valuation allowance equal to deferred tax assets | 100.00% | ' |
Interest and penalties | $0 | $0 |
Basic weighted average common shares outstanding | 747,129,414 | 252,661,081 |
3_Summary_of_Acquisitions_Deta
3. Summary of Acquisitions (Details Narrative) (BioCells, USD $) | Dec. 31, 2012 |
BioCells | ' |
Cash Due | $60,000 |
4_Property_and_Equipment_Detai
4. Property and Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
property and equipment Total | $1,306,103 | $1,337,713 |
Less: accumulated depreciation and amortization | -655,962 | -536,145 |
Net property and equipment | 653,772 | 801,568 |
Furniture and Fixtures [Member] | ' | ' |
property and equipment | 95,780 | 99,820 |
Furniture and Fixtures [Member] | MinimumMember | ' | ' |
Useful Life | '1 year | ' |
Furniture and Fixtures [Member] | MaximumMember | ' | ' |
Useful Life | '5 years | ' |
Computer Equipment [Member] | ' | ' |
Useful Life | '5 years | ' |
property and equipment | 156,882 | 154,501 |
Equipment [Member] | ' | ' |
property and equipment | 493,515 | 490,874 |
Equipment [Member] | MinimumMember | ' | ' |
Useful Life | '1 year | ' |
Equipment [Member] | MaximumMember | ' | ' |
Useful Life | '5 years | ' |
Other Machinery and Equipment [Member] | ' | ' |
property and equipment | 362,830 | 360,024 |
Other Machinery and Equipment [Member] | MinimumMember | ' | ' |
Useful Life | '7 years | ' |
Other Machinery and Equipment [Member] | MaximumMember | ' | ' |
Useful Life | '15 years | ' |
Leaseholds and Leasehold Improvements [Member] | ' | ' |
Useful Life | '5 years | ' |
property and equipment | $204,727 | $232,494 |
4_Property_and_Equipment_Detai1
4. Property and Equipment (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property And Equipment Details Narrative | ' | ' |
Depreciation and amortization expense | $150,945 | $160,958 |
6_Accrued_Expenses_Details
6. Accrued Expenses (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accrued Expenses Details | ' | ' |
Accrued Biocordcell investment | ' | ' |
Other accrued expenses | 1,114,781 | 776,636 |
Total Expenses | $1,114,781 | $776,636 |
7_Notes_and_Loans_Payable_and_2
7. Notes and Loans Payable, and Derivative Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Notes and loans payable | $1,500,039 | $2,225,220 |
Less: Unamortized Discount | -58,704 | -476,031 |
Notes and loans payable, Net | 1,441,335 | 1,749,189 |
Convertible Promissory Note Payable To St George Investment [Member] | ' | ' |
Notes and loans payable | 248,039 | 808,220 |
Convertible Note To Tangiers Investors One [Member] | ' | ' |
Notes and loans payable | ' | 25,000 |
Convertible Promissory Note To Tangiers Investors [Member] | ' | ' |
Notes and loans payable | ' | ' |
Convertible Note To Tangiers Investors Two [Member] | ' | ' |
Notes and loans payable | ' | 25,000 |
Convertible Note To Tangiers Investors Three [Member] | ' | ' |
Notes and loans payable | ' | 25,000 |
Convertible Note To Tangiers Investors Four [Member] | ' | ' |
Notes and loans payable | ' | 50,000 |
Convertible Note To Tangiers Investors Five [Member] | ' | ' |
Notes and loans payable | ' | 20,000 |
Convertible Note To Tangiers Investors Six [Member] | ' | ' |
Notes and loans payable | ' | 20,000 |
Secured Convertible Promissory Note To Tonaquint [Member] | ' | ' |
Notes and loans payable | $1,252,000 | $1,252,000 |
8_Investment_and_Notes_Receiva2
8. Investment and Notes Receivable, Related Parties (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Notes receivable | ' | $123,262 |
China Stem Cells Ltd Member | ' | ' |
Notes receivable | ' | ' |
VidaPlusMember | ' | ' |
Notes receivable | ' | 123,262 |
Vida Plus 1Member | ' | ' |
Notes receivable | ' | ' |
Vida Plus 2Member | ' | ' |
Notes receivable | ' | ' |
9_Commitments_and_Contingencie2
9. Commitments and Contingencies (Details) (USD $) | Dec. 31, 2013 |
Notes to Financial Statements | ' |
Rent to be Paid 2014 | $103,454 |
Rent to be Paid,Total | $103,454 |
9_Commitments_and_Contingencie3
9. Commitments and Contingencies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Total rent expense | $232,829 | $237,390 |
St. George Investments | ' | ' |
Principal balance due | 248,039 | ' |
Accrued expenses | 8,735 | ' |
Tonaquint, Inc | ' | ' |
Principal balance due | 1,252,000 | ' |
Accrued expenses | 320,420 | ' |
Patent License Agreement | ' | ' |
Accrued expenses | 120,000 | ' |
Accounts payable | $226,000 | ' |
11_Share_Based_Compensation_De
11. Share Based Compensation (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share Based Compensation Details | ' | ' |
Beginning Balance, shares | 6,323,570 | 6,951,310 |
Begining Balance Exercisable, shares | ' | ' |
Granted, shares | ' | ' |
Exercised, shares | ' | ' |
Forfeited/Expired, shares | -752,740 | -627,740 |
Ending Balance, shares | 5,570,830 | 6,323,570 |
Ending Balance Exercisable, shares | 5,570,830 | ' |
Beginning Balance, weighted average exercise price | $1.01 | $1.01 |
Begining Balance Exercisable, weighted average exercise price | $0.92 | ' |
Granted, weighted average exercise price | ' | ' |
Exercised, weighted average exercise price | ' | ' |
Forfeited/Expired, weighted average exercise price | ' | ' |
Ending Balance, weighted average exercise price | $1.01 | $1.01 |
Ending Balance Exercisable, weighted average exercise price | $1.01 | $0.92 |
Beginning Balance, Weighted Avg. Contractual Remaining Life (in years) | '5 years 9 months 4 days | '6 years 5 months 9 days |
Begining Balance Exercisable 2012, Weighted Avg. Contractual Remaining Life (in years) | '5 years 4 months 24 days | ' |
Ending Balance, Weighted Avg. Contractual Remaining Life (in years) | '5 years 4 months 24 days | '5 years 9 months 4 days |
Ending Balance Exercisable, Weighted Avg. Contractual Remaining Life (in years) | '5 years 4 months 24 days | '5 years 4 months 24 days |
11_Share_Based_Compensation_De1
11. Share Based Compensation (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Range of Exercise Prices | $1.01 | $1.01 | $1.01 |
Number of Options | 5,570,830 | 6,323,570 | 6,951,310 |
Weighted Average Remaining Contractual Life (years) | '4 years 6 months 4 days | ' | ' |
Weighted Average Exercise Price | $1.01 | $1.01 | $1.01 |
Number of Options Exercisable | 5,570,830 | ' | ' |
Weighted Average Exercise Price | $1.01 | $0.92 | ' |
RangeOneMember | ' | ' | ' |
Range of Exercise Prices | $0.83 | ' | ' |
Number of Options | 5,522,806 | ' | ' |
Weighted Average Remaining Contractual Life (years) | '4 years 6 months 11 days | ' | ' |
Weighted Average Exercise Price | $0.83 | ' | ' |
Number of Options Exercisable | 5,522,806 | ' | ' |
Weighted Average Exercise Price | $0.80 | ' | ' |
RangeOneMember | MinimumMember | ' | ' | ' |
Range of Exercise Prices | $0.33 | ' | ' |
Weighted Average Exercise Price | $0.33 | ' | ' |
RangeOneMember | MaximumMember | ' | ' | ' |
Range of Exercise Prices | $20 | ' | ' |
Weighted Average Exercise Price | $20 | ' | ' |
RangeTwoMember | ' | ' | ' |
Range of Exercise Prices | $25 | ' | ' |
Number of Options | 30,126 | ' | ' |
Weighted Average Remaining Contractual Life (years) | '1 year 1 month 13 days | ' | ' |
Weighted Average Exercise Price | $25 | ' | ' |
Number of Options Exercisable | 30,126 | ' | ' |
Weighted Average Exercise Price | $25 | ' | ' |
RangeTwoMember | MinimumMember | ' | ' | ' |
Range of Exercise Prices | $21 | ' | ' |
Weighted Average Exercise Price | $21 | ' | ' |
RangeTwoMember | MaximumMember | ' | ' | ' |
Range of Exercise Prices | $30 | ' | ' |
Weighted Average Exercise Price | $30 | ' | ' |
RangeThreeMember | ' | ' | ' |
Range of Exercise Prices | $31.21 | ' | ' |
Number of Options | 17,898 | ' | ' |
Weighted Average Remaining Contractual Life (years) | '4 years 6 months 4 days | ' | ' |
Weighted Average Exercise Price | $31.21 | ' | ' |
Number of Options Exercisable | 17,898 | ' | ' |
Weighted Average Exercise Price | $31.21 | ' | ' |
RangeThreeMember | MinimumMember | ' | ' | ' |
Range of Exercise Prices | $31 | ' | ' |
Weighted Average Exercise Price | $31 | ' | ' |
RangeThreeMember | MaximumMember | ' | ' | ' |
Range of Exercise Prices | $51 | ' | ' |
Weighted Average Exercise Price | $51 | ' | ' |
11_Share_Based_Compensation_De2
11. Share Based Compensation (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share Based Compensation Details 2 | ' | ' |
Nonvested at January 1, 2013 | 150,685 | 929,056 |
Vested | 150,685 | 150,370 |
Cancelled | ' | 627,740 |
Nonvested at December 31, 2013 | ' | 150,685 |
Nonvested at January 1, 2013 | $0.33 | $0.39 |
Nonvested at December 31, 2013 | $0.33 | $0.33 |
12_Warrant_Agreements_Details
12. Warrant Agreements (Details) (USD $) | Dec. 31, 2013 |
WARRANTS OUTSTANDING | 1,392,354 |
WarrantMember | ' |
WARRANTS OUTSTANDING | 1,392,354 |
EXERCISE PRICE | 0.01 |
MATURITY DATE | 10-Mar-16 |
13_Income_Tax_Details
13. Income Tax (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Deferred tax assets: | ' | ' |
Net operating loss | ($3,040,731) | ($2,394,658) |
Total deferred tax assets | -1,132,760 | ' |
Less: valuation allowance | 1,070,915 | ' |
Net deferred tax assets | $61,845 | ' |
13_Income_Tax_Details_Narrativ
13. Income Tax (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Details Narrative | ' | ' |
Net operating loss | ($3,040,731) | ($2,394,658) |
U.S. Federal corporate income tax rate | 35.00% | ' |
Argentina corporate tax rate | 35.00% | ' |
14_Stockholders_Equity_Details
14. Stockholders Equity (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Stockholders Equity Details Narrative | ' | ' |
Preferred stock authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $0.00 | $0.00 |
Convertible debt | $1,823,206 | $3,070,486 |
Number of Shares Issued to Retire | 513,765,592 | 237,430,005 |
Common Stock outstanding | 890,000,000 | 376,234,408 |
Treasury stock | 20,000 | 20,000 |
16_Segment_Reporting_Details
16. Segment Reporting (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenue from external customer | $5,974,984 | $5,992,948 |
Interest & Derivative Expense | 1,894,475 | 1,267,987 |
Depreciation and Amortization | 787,329 | 792,717 |
Segment Income (Loss) | -29,788,786 | -2,394,658 |
Segment Assets | 6,078,183 | 6,351,659 |
CordMember | ' | ' |
Revenue from external customer | 3,821,667 | 3,817,077 |
Interest & Derivative Expense | 1,772,107 | 1,238,573 |
Depreciation and Amortization | 541,808 | 738,137 |
Segment Income (Loss) | -1,954,599 | -2,153,239 |
Segment Assets | 4,448,580 | 4,668,944 |
BiocordcellMember | ' | ' |
Revenue from external customer | 2,153,317 | 2,175,871 |
Interest & Derivative Expense | 122,368 | 29,509 |
Depreciation and Amortization | 245,521 | 54,580 |
Segment Income (Loss) | -1,024,286 | -200,605 |
Segment Assets | 1,585,835 | 1,725,421 |
SegmentTotalMember | ' | ' |
Revenue from external customer | 5,974,984 | 5,992,948 |
Interest & Derivative Expense | 1,894,475 | 1,268,082 |
Depreciation and Amortization | 787,329 | 792,717 |
Segment Income (Loss) | -2,978,885 | -2,353,844 |
Segment Assets | 6,307,415 | 6,394,365 |
Consolidation Eliminations | ' | ' |
Revenue from external customer | ' | ' |
Interest & Derivative Expense | ' | -95 |
Depreciation and Amortization | ' | ' |
Segment Income (Loss) | ' | -40,814 |
Segment Assets | ' | ($42,706) |