CBA Florida (CBAI) 10-K 31 Mar 15 2014 FY Annual report Financial data

Document_and_Entity_Informatio

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2014	Mar. 15, 2015	Jun. 30, 2014
Document And Entity Information
Entity Registrant Name	Cord Blood America, Inc.
Entity Central Index Key	1289496
Document Type	10-K
Document Period End Date	31-Dec-14
Amendment Flag	FALSE
Current Fiscal Year End Date	-19
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			$22,300,000
Entity Common Stock, Shares Outstanding		890,000,000
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2014

CONSOLIDATED_BALANCE_SHEETS

CONSOLIDATED BALANCE SHEETS (USD $)	Dec. 31, 2014	Dec. 31, 2013
Current assets:
Cash	$750,886	$708,760
Accounts receivable, net of allowance for doubtful accounts of $93,123 and $88,551	287,593	111,192
Prepaid expenses	79,657	73,368
Other current assets	101,569	145,064
Total current assets	1,219,705	1,038,384
Property and equipment, net of accumulated depreciation and amortization $640,772 and $543,714	127,018	178,431
Customer contracts and relationships, net of accumulated amortization $3,695,635 and $3,318,192	1,982,757	2,360,200
Note receivable - Banco Vida	75,000	0
Receivable - BioCells net of discount of $215,991 and allowance of doubtful accounts $25,000	459,009	0
Assets held for sale	0	2,501,169
Total assets	3,863,489	6,078,184
Current liabilities:
Accounts payable	363,079	339,140
Accrued expenses	311,320	220,242
Deferred revenue	1,164,662	1,089,338
Derivative liability (current portion)	343,876	359,407
Interest on Promissory Notes	7,156	332,155
Promissory notes payable, net of unamortized discount of $350,362 and $58,704 (current portion)	449,638	1,441,335
Total current liabilities	2,639,731	3,781,617
Deferred revenue (long term portion)	327,975	362,822
Derivative liability (long term portion)	687,754	0
Promissory note payable, net of unamortized discount of $700,723 (long term portion)	899,277	0
Liabilities held for sale	0	2,304,038
Total liabilities	4,554,737	6,448,477
Stockholders' deficit:
Preferred stock, $.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding	0	0
Common stock, $.0001 par value, 890,000,000 shares authorized,890,000,000 and 890,000,000 shares issued and outstanding, inclusive of treasury shares	89,000	89,000
Additional paid-in capital	53,264,971	53,264,971
Common stock held in treasury stock, 20,000 shares	-599,833	-599,833
Accumulated other comprehensive income	0	410,827
Accumulated deficit	-53,445,386	-53,685,436
Total cord blood stockholders' deficit	-691,248	-520,470
Non-controlling interest	0	150,178
Total stockholders' deficit	-691,248	-370,293
Total liabilities and stockholders' deficit	$3,863,489	$6,078,184

CONSOLIDATED_BALANCE_SHEETS_Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Assets
Allowance for Doubtful accounts Receivables	$93,123	$88,551
Accumulated depreciation	640,772	543,714
Customer contracts and relationship - net of amortization	$3,695,635	$3,318,192
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	890,000,000
Common stock shares outstanding	890,000,000	890,000,000
Treasury stock	20,000	20,000

CONSOLIDATED_STATEMENTS_OF_OPE

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (AUDITED) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Consolidated Statements Of Operations And Comprehensive Income Loss Audited
Revenue	$4,331,051	$3,821,667
Cost of services	-1,373,193	-1,094,498
Gross Profit	2,957,858	2,727,169
Administrative and selling expenses	-3,126,805	-2,909,662
Loss from operations	-168,947	-182,493
Interest expense and change in derivative liability	-529,564	-1,772,107
Gain on debt extinguishment	175,905	0
Gain on foreign currency translation	331,011	0
Gain on sale of Biocell	769,841	0
Loss on discontinued operations	-338,196	-1,024,286
Income (loss) from continuing operations before provision for income taxes	240,050	-2,978,886
Income taxes	0	0
Income (loss) from continuing operations after provision for income taxes	240,050	-2,978,886
Income (loss)	240,050	-2,978,886
Net income (loss) attributable to non-controlling interest	0	512,143
Net income (loss) from continuing operations attributable to Cord Blood America	240,050	-2,466,743
Basic earnings per share
Continuing operations	$0	$0
Discontinued operations	$0	$0
Net basic earning per share	$0	$0
Weighted average common shares outstanding
Basic weighted average common shares outstanding	890,000,000	747,129,414
Net income (loss) before income taxes	240,050	-2,978,886
Other comprehensive income (loss), before tax
Foreign currency translation adjustments	0	268,960
Comprehensive loss	0	-2,709,926
Comprehensive income (loss) attributable to Cord Blood America	$240,050	($2,709,926)

CONSOLIDATED_STATEMENT_OF_CHAN

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' 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, 2012	$659,732	$50,871,033	($599,833)	$141,867	($51,218,693)	$662,321	($516,427)
Beginning 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
Net income (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
Net income (loss)					240,050		240,050
Deconsolidated Biocord				-410,827		-150,178	-561,005
Ending Balance, Amount at Dec. 31, 2014	$89,000	$53,264,971	($599,833)	$0	($53,445,386)	$0	($691,248)
Ending Balance, Shares at Dec. 31, 2014	890,000,000

CONSOLIDATED_STATEMENTS_OF_CAS

CONSOLIDATED STATEMENTS OF CASH FLOWS (AUDITED) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (loss)	$240,050	($2,978,886)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Amortization of loan discount	-64,937	1,267,725
Depreciation and amortization	474,501	541,809
Change in value of derivative liability	112,774	189,562
Gain on debt extinguishment	175,905	0
Impairment of Vidaplus investment	0	123,562
Bad debt	25,943	25,367
Gain on foreign currency translation	-331,011	0
Changes in accounts receivable	-177,344	-20,484
Changes in other current assets	62,043	-3,677
Changes in inventory	-18,548	-18,548
Changes in prepaid	-6,289	-16,492
Changes in accounts payable	23,939	-89,493
Changes in accrued expenses	91,078	54,990
Changes in accrued interest	352,998	315,033
Changes in deferred revenue	40,477	-4,030
NET CASH PROVIDED BY OPERATING ACTIVITIES OF CONTINUING OPERATIONS	779,643	-613,861
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of property and equipment	-45,645	-6,499
Loan to other entity	-75,000	0
NET CASH USED IN INVESTNG ACTIVITIES OF CONTINUING OPERATIONS	-120,645	-6,499
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of convertible note payable	-100,000	0
NET CASH PROVIDED BY FINANCING ACTIVITIES OF CONTINUING OPERATIONS	-100,000	0
CASH FLOW PROVIDED BY (USED IN) DISCONTINUED OPERATIONS
Net cash provided by operating activities	-284,696	1,109,982
Net cash used in investing activities	-226,422	-136,098
Foreign currency translation from discontinued operation	-5,754	-38,596
NET CASH FLOW FOR THE PERIOD PROVIDED BY (USED IN) DISCONTINUED OPERATION	-516,872	935,288
NET INCREASE IN CASH	42,126	314,928
Cash balance at beginning of period	708,760	393,832
Cash balance at end of period	750,886	708,760
Supplemental Disclosures:
Cash paid for taxes	0	0
Cash paid for interest	$0	$0

1_Organization_and_Description

1. Organization and Description of Business	12 Months Ended
	Dec. 31, 2014
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.  Additionally, the Company is procuring birth tissue for organizations utilizing the tissue in the transplantation and/or research of therapeutic based products.
	●	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 September 2010, CBAI purchased a majority interest in Biocordcell Argentina S.A. (BioCells), a company providing private cord blood processing and storage services to families in Argentina, Uruguay and Paraguay. On September 29, 2014, the Company sold its ownership interest in BioCells.  In conjunction with the disposition of BioCells, the gain on the sale and results of historical operations are recorded as discontinued operations in the Company’s Consolidated Statements of Operations for the year ended December 31, 2014 and 2013. Additionally, the cash flows from BioCells are reflected separately as cash flows from discontinued operations in the Company’s Consolidated Statement of Cash Flows.

2_Summary_of_Significant_Accou

2. Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2014

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 $53.46 million as of December 31, 2014. In addition, CBAI has notes and loans payable of approximately $1.35 million as of December 31, 2014. The Company thus far has made a payment in cash provided by continuing operations.  However, the Company has no available common stock outstanding as of December 31, 2014, and as such, the Company may not be able to issue common stock to retire debt, if cash is not sufficient, until such time as the shareholders approve an increase in the number of shares authorized. The Company has announced a Special Shareholders Meeting to increase the number of shares on April 10, 2015.  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 eleven quarters, the Company has reduced operating expenses, ended investment in its unconsolidated affiliates, and divested its equity stake in both Stellacure and Bio, and received no additional funding from outside sources for working capital. During the year ended December 31, 2014 the Company had positive cash flow from operations of $0.78 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 birth tissue procurement services.  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, 2014 and 2013 was $377,443 and $437,951 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 VidaPlus. At December 31, 2012 the Company had an outstanding loan to VidaPlus in the amount of $246,525. During the year ended December 31, 2013, the Company recognized an impairment loss on the Vidaplus investments and notes receivable, and wrote-down its equity interest and notes receivable to $0.

Deferred Revenue

Deferred revenue consists of payments for enrollment in the program and processing of umbilical cord blood and cord tissue 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 and present value pricing. At December 31, 2014, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its consolidated statement of operations 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 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. During the year ended December 31, 2014, the Company did not recognize any franchise revenues.

Cost of Services

Costs are incurred as umbilical cord blood, cord tissue and birth tissue are collected. For Cord and/or Bio these costs include the transportation of the umbilical cord blood, cord tissue and birthing tissue from the hospital, direct material plus labor costs for processing and cryogenic storage, collection kit materials 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, 2014.

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, 2014 and 2013. 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 10. 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.

Earnings (Loss) Per Share

Basic earnings per share (EPS) is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding.  Diluted EPS is similar to basic EPS except that the weighted average number of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been exercised.  The diluted weighted average common shares outstanding as of December 31, 2014 is 895,106,775.  Net loss per common share is calculated in accordance with ASC 260, Earnings per Share. 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, 2014 for assets and liabilities measured at fair value on a recurring basis:

Level 1

Level 2

Level 3

Total

Cash

$

750,886

$

--

$

--

$

750,886

Derivative liability

--

--

(1,031,630

)

(1,031,630

)

Derivative liability was valued under the Black-Scholes model with the following assumptions:

Risk free interest rate

0.12% to 0.51%

Expected life

0 to 3 years

Dividend Yield

0%

Volatility

0% to 103%

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 is a reconciliation of the derivative liability:

Value at December 31, 2012

$

354,654

Change in value of derivative

189,562

Value at December 31, 2013

$

359,407

Change in value of derivative

112,774

Value at December 31, 2014

$

1,031,630

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

Amounts listed in connection with the assets held for sale, including liabilities and income or loss related to assets held for sale for Bio, in the December 31, 2013 consolidated financial statements have been reclassified to conform to the December 31, 2014 presentation.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued an accounting standard update on revenue recognition that will be applied to all contracts with customers. The update requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance will be required to be applied on a retrospective basis, using one of two methodologies, and will be effective for fiscal years beginning after December 15, 2016, with early application not being permitted. The Company is currently assessing the impact that the guidance will have on the Company's financial condition and results of operations.

3_Summary_of_Acquisitions

3. Summary of Acquisitions	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 3 - Summary of Acquisitions	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.
	On September 29, 2014, the Company closed a transaction whereby it sold its ownership stake in BioCells, amounting to 50.004% of the outstanding shares of BioCells to Diego Rissola, who is the current President and Chairman of the Board of BioCells and a shareholder prior to the transaction.  Under the Agreement, the Purchaser is obligated to pay the total amount of $705,000.  Three payments are due by March 1, 2015, and then annually thereafter for ten years from June 1, 2015 through June 1, 2025. The Purchaser has defaulted on the December 1, 2014 and March 1, 2015 payments. The Company has sent such default notice, demanded payment, and is accruing interest at a default rate of 12%.

4_Property_and_Equipment

4. Property and Equipment	12 Months Ended
	Dec. 31, 2014
Property And Equipment
NOTE 4 - Property and Equipment	At December 31, 2014 and 2013, property and equipment consists of:
		Useful Life	2014			2013
		(Years)
	Furniture and fixtures	5-Jan	$	23,030		$	23,030
	Computer equipment	5		208,116			175,338
	Laboratory Equipment	5-Jan		73,602			60,734
	Freezer equipment	15-Jul		362,830			362,830
	Leasehold Improvements	5		100,212			100,212
				767,790			722,145
	Less: accumulated depreciation and amortization			(640,772	)		(543,714	)
			$	127,018		$	178,431
	For the years ended December 31, 2014 and 2013, depreciation expense totaled $97,058 and $103,857 respectively.

5_Discontinued_Operations

5. Discontinued Operations	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 5 - Discontinued Operations	On September 29, 2014, the Company closed a transaction whereby it sold its ownership stake in BioCells, amounting to 50.004% of the outstanding shares of BioCells to Diego Rissola, who is the current President and Chairman of the Board of BioCells and a shareholder prior to the transaction.  Under the Agreement, the Purchaser is obligated to pay the total amount of $705,000.  Three payments are due by March 1, 2015, and then annually thereafter for ten years from June 1, 2015 through June 1, 2025.
	Pursuant to the Agreement, the Shares are pledged by the Purchaser in favor of the Company to secure the Purchaser’s performance under the Agreement, as are an additional 4,503 Class B shares held by the Purchaser.
	In conjunction with the disposition of BioCells, the gain on the sale and results of historical operations are recorded as discontinued operations in the Company’s Consolidated Statement of Operations and reflect a gain in the amount of $769,841.  Additionally, the cash flows from BioCells are reflected separately as cash flows from discontinued operations in the Company’s Consolidated Statement of Cash Flows in the amount used of $516,872.
	A summary of certain assets and liabilities disposed of or discharged directly or indirectly in connection with this transaction as of September 30, 2014 was as follows:
	Cash	$	37,432
	Accounts receivable		142,510
	Other current assets		104,388
	Prepaid expenses		275,866
	Total current assets		560,196
	Property and equipment, net of accumulated depreciation		520,744
	Customer contracts and relationships, net of amortization		1,019,147
	Other assets		24,041
	Goodwill		244,053
	Total assets	$	2,368,181
	Accounts payable	$	213,054
	Accrued expenses		1,082,542
	Deferred revenue		1,192,008
	Total liabilities	$	2,487,604
	The gain on sale of BioCells reported during the period was determined as follows:
	Receivable from sale of BioCells	$	705,000
	Unamortized discount on receivable		(215,991	)
	Receivable, net of discount		489,009
	Net assets		(119,423	)
	Non-controlling interest		188,018
	Comprehensive loss		(349,018	)
	Subtotal of disposal from sale of BioCells		(280,832	)
	Net gain on sale of BioCells	$	769,841

6_Notes_and_Loans_Payable_and_

6. Notes and Loans Payable, and Derivative Liabilities	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 6 - Notes and Loans Payable, and Derivative Liabilities	At December 31, 2014 and December 31, 2013, notes and loans payable consist of:
		December 31,			December 31,
		2014			2013
	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
	Secured Convertible Promissory Note to Tonaquint, Inc., 6% per annum; due on or before February 27, 2014		--			1,252,000
	Secured Convertible Promissory Note to Tonaquint, Inc. 7.5% per annum; due on or before September 17, 2018.		2,400,000			--
			2,400,000			1,500,039
	Less: Unamortized Discount		(1,051,085	)		(58,704	)
		$	1,348,915		$	1,441,335
	Tonaquint, Inc.
	On December 17, 2014, in settlement of the Action, the parties entered into a Settlement and Exchange Agreement (the "Settlement Agreement"). Pursuant to the Settlement Agreement, the Secured Convertible Promissory Note and the Warrant to Purchase Shares of Common Stock issued by the Company to St. George on or around March 10, 2011, as well as the SGI Purchase Agreement, and all other documents that made up the March 2011 transaction between the Company and St. George, all of which have been set forth in detail in prior filings by the Company, were terminated, cancelled or otherwise extinguished.  Further pursuant to the Settlement Agreement, the Tonaquint Note was exchanged for a Secured Convertible Promissory Note of the Company in the principal amount of $2,500,000 (the "Company Note"), and certain of the other documents that were part of the June 27, 2012 transaction between the Company and Tonaquint (the “June 2012 Tonaquint Transaction”) were terminated, cancelled or otherwise extinguished, and certain of them were amended, as set forth below.
	Under the Company Note, the Company shall make monthly payments to Tonaquint, with the first payment due on or before April 17, 2015, and with payments continuing thereafter until the Company's Note is paid in full, with a maturity date that is 33 calendar months after the effective date of December 17, 2014. The Company made its first payment of $100,000 in December 2014 in accordance with the prepayment provisions of the Agreement, and prior to the above referenced first payment date. The amount of the monthly payments is $100,000 (the “Installment Amount”); provided, however, that if the remaining amount owing under the Company Note as of the applicable Installment Date (defined in the Company Note) is less than $100,000, then the Installment Amount for such Installment Date shall be equal to the outstanding amount. The Company may prepay any or all of the outstanding amount of the Company Note at any time, without penalty. In the event the Company prepays an amount that is less than the outstanding amount, then the prepayment amount shall be applied to the next Installment Amount(s) due under the Company Note.
	For each monthly payment, the Company may elect to designate all or any portion of the Installment Amount then due as a conversion eligible amount (hereafter “Conversion Eligible Amount”); provided that the total outstanding Conversion Eligible Amount that has not been converted by Tonaquint, as set forth below, at any given time may not exceed one hundred thousand dollars ($100,000) without Tonaquint’s prior written consent and subject to additional restrictions set forth in the Company Note. In the event the Company designates any portion of any monthly payment amount as a Conversion Eligible Amount, the applicable monthly payment shall be reduced by an amount equal to the portion thereof designated as a Conversion Eligible Amount. The Conversion Eligible Amount shall continue to be included in and be deemed to be a part of the Outstanding Balance (defined in the Company Note) of the Company Note unless and until such amount is either paid in cash by the Company or converted into Common Stock by Tonaquint. The Company may pay the Conversion Eligible Amount in cash, provided that no prepayments of cash shall reduce the Conversion Eligible Amount until the Outstanding Balance is equal to or less than the Conversion Eligible Amount.
	Once the Company has designated amounts as Conversion Eligible Amount, Tonaquint may convert all or any portion of that amount into shares of the Company's Common Stock. In the event of a conversion by Tonaquint of a Conversion Eligible Amount, the number of Common Stock shares delivered to Tonaquint upon conversion will be calculated by dividing the amount of the Company Note that is being converted by 70% of the average of the three (3) lowest Closing Bid Prices of the Common Stock (as defined in the Company Note) in the twenty (20) Trading Days immediately preceding the applicable Conversion.
	The Company records debt discounts in connection with the issuance of convertible debt and the initial valuation of the derivative liability. The discounts are amortized to non cash interest expense over the life of the debt.
	The Company Note has an interest rate of 7.5%, compounding daily, which would increase to a rate of 15.0% on the happening of certain Events of Default (defined in the Company Note) that are not considered a Payment Default (defined in the Company Note), provided that the Company may cure the default in accordance with and subject to the terms set forth in the Company Note. Where a Payment Default occurs, including where (i) Borrower shall fail to pay any principal, interest, fees, charges, or any other amount when due and payable under that Company Note; or (ii) Borrower shall fail to deliver any Conversion Shares in accordance with the terms of the Company Note, late fees shall accrue as set forth in the Company Note, and in addition, the Company shall have ninety (90) days from delivery of notice of default from Tonaquint to cure the default, as set forth in more detail in the Company Note. If the Company fails to cure the Payment Default, Tonaquint may accelerate the Company Note by written notice to the Company, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount (defined in the Company Note) equal to (i) the Outstanding Balance as of the date of acceleration (which Outstanding Balance, for the avoidance of doubt, will include all Late Fees that accrue until any applicable Payment Default is cured) multiplied by (ii) two hundred fifty percent (250%), along with other remedies, as set forth in the Company Note.
	The Company Note, as well as a First Amendment to Security Agreement, which amended the Security Agreement entered as part of the June 2012 Tonaquint Transaction and Consent to Entry of Judgment by Confession, along with a First Amendment to Guaranty executed by all wholly owned subsidiaries of the Company, which amended the Amendment to Guaranty that was entered as part of June 2012 Tonaquint Transaction were each delivered along with the Settlement Agreement (collectively the "Transaction Documents"). The Transaction Documents contain representations and warranties of the Company and Tonaquint that are customary for transactions of this kind.
	As of December 31, 2014, the principal balance on the Tonaquint note was $2,400,000 and $7,156 of accrued interest.

7_Investment_and_Notes_Receiva

7. Investment and Notes Receivable, Related Parties	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 7 - Investment and Notes Receivable, Related Parties	At December 31, 2014 and 2013, notes receivable consist of:
		2014			2013
	Effective August 14, 2014, Company entered into a Secured Promissory Note with Banco Vida which carries 8% interest per annum.  Interest only payments for first 12 months; thereafter principal and interest on standard amortization schedule due on or before February 1, 2017.	$	75,000		$	--
	On September 29, 2014, the Company closed a transaction selling its stake in BioCells to Diego Rissola; current President.  Payments are to be annually, after June of 2015, and the last payment due on or before June 1, 2025.		700,000			--
	Unamortized discount on BioCells note receivable		(215,991	)		--
	Allowance of doubtful accounts on BioCells note receivable		(25,000	)		--
		$	531,009		$	--
	Under the Agreement with Purchaser of BioCells, the remaining payments are as follows: $10,000 on or before December 1, 2014 (past due); $15,000 on or before March 1, 2015 (past due); $15,000 on or before June 1, 2015; $45,000 on or before June 1, 2016; $55,000 on or before June 1, 2017; $55,000 on or before June 1, 2018; $55,000 on or before June 1, 2019; $65,000 on or before June 1, 2020; $75,000 on or before June 1, 2021; $75,000 on or before June 1, 2022; $75,000 on or before June 1, 2023; $80,000 on or before June 1, 2024; $80,000 on or before June 1, 2025.
	This loan receivable is secured, non interest bearing, and subject to a 6% discount rate. As of December 31, 2014, the receivable has a balance of $489,009, net of unamortized discount of $215,991 and allowance of doubtful accounts of $25,000.  The Purchaser has defaulted on the December 31, 2014 and the March 1, 2015 payments.  The Company has sent such notice, demanded payment and is accruing interest at a default rate of 12%.

8_Commitments_and_Contingencie

8. Commitments and Contingencies	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 8 - Commitments and Contingencies	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 owned 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, including Anti-Dilution shares.  The Company is entitled to an additional ownership stake of approximately 2.24% in connection with the forgoing, bringing its total ownership percentage to approximately 9.24%
	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, 2014, 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
	Employment Agreements
	On December 18, 2014, the Company entered into an Executive Employment Agreement with Joseph R. Vicente, the Company’s President and Chairman of the Board, which is effective as of January 1, 2015 and shall terminate as of December 31, 2017, unless earlier terminated by the Company or Mr. Vicente in accordance with the agreement (the “Vicente Employment Agreement”).
	The Vicente Employment Agreement provides for a base salary equal to $135,000, as well as an annual bonus, payable at the discretion of the Board of Directors, equal to 30% of Mr. Vicente’s base salary for that calendar year, provided that Mr. Vicente has the option to receive any portion of his salary and bonus in stock of the Company, in lieu of cash, at a value determined by the Board of Directors in their reasonable discretion and otherwise in accordance with the Vicente Employment Agreement.
	The Vicente Employment Agreement provides for change of control termination payments, whereby if Mr. Vicente is terminated, his compensation reduced, or the employer terminates his employment within one year after a change of control, then Mr. Vicente is entitled to a termination benefit in an amount no less than the total of the highest annual salary and bonus amount set forth in the Vicente Employment Agreement multiplied by two (2).  The Employment Agreement also provides for termination payments in the absence of a change of control in the event the Company terminates Mr. Vicente without cause, which said payments shall be in an amount equal to all compensation paid by the Company to Mr. Vicente for the 24 months preceding the termination, including salary, bonus, equity, stock options and other compensation, to be paid in equal, monthly installments over the 24-month period following termination.  The Vicente Employment Agreement includes two-year restrictions on competition and solicitation of customers following termination of 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
	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, 2014, are as follows:
		Rent
		to be paid
	2015		176,497
	2016		180,997
	2017		185,354
	2018		189,842
	2019		144,962
	Total	$	877,651

9_Related_Party_Transactions_a

9. Related Party Transactions and Commitments	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 9 - 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 approximately 9.24% 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 convertible loan receivable.
	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 was $30,655 as of March 31, 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 entered into a Release with FFGG effective as of March 5, 2014, with the mutual releases and negative covenants contained therein not taking effect until such time as the Company received payment under the Claim Purchase Agreement, entered as of March 12, 2014 with a third party to the Company in exchange for the Company’s claims against FFGG.  Payment was made by a third party to the Company on or around April 1, 2014.

10_Stock_Option_Plan

10. Stock Option Plan	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 10 - 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, 2014 and 2013.
	The Company’s stock option activity was as follows
			Stock				Weighted Average Exercise Price				Weighted Avg. Contractual
			Options								Remaining Life
	Outstanding, January 1, 2013			6,323,570				1.01				5.76
	Granted			-				-				-
	Exercised			-				-				-
	Forfeited/Expired			(752,740	)			-				-
	Outstanding, December 31, 2013			5,570,830				1.01				4.51
	Forfeited/Expired			(464,055	)			-				-
	Outstanding, December 31, 2014			5,106,775				1.01				3.26
	Exercisable at December 31, 2014			5,106,775				1.01				3.26
	The following table summarizes significant ranges of outstanding stock options under the stock option plan at December 31, 2014:
	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				5,070,751				3.28			$	0.83				5,070,751	$	0.83
	$	21.00 — 30.00				18,126				0.13				25				18,126		25
	$	31.00— 51.00				17,898				3.26				31.21				17,898		31.21
						5,106,775				3.26			$	1.01				5,106,775	$	1.01
	A summary of the activity for unvested employee stock options as of December 31, 2014 and changes during the year is presented below:
	Weighted Average Grant Date Fair Value per Share
			Weighted Average Grant Date Fair Value per Share
			2014				2013				2014				2013
	Non-vested at January 1, 2013 and 2014			--				150,685			$	--			$	0.33
	Granted			---				--				--				--
	Vested			--				150,685				--				0.33
	Exercised			---				--				--				--
	Cancelled			--				--				--				--
	Pre-vested forfeitures			---				--				--				--
	Non-vested at December 31, 2013			--				150,685			$	--			$	--

11_Warrant_Agreements

11. Warrant Agreements	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 11 - Warrant Agreements	As part of the Settlement and Exchange Agreement entered into on December 17, 2014 between the Company and St. George, the Warrant to Purchase Shares of Common Stock issued by the Company to St. George on or around March 10, 2011, was terminated, cancelled or otherwise extinguished.
	The Company has not issued any warrants since January 1, 2012.
	The following table summarizes the warrants outstanding and exercisable at December 31, 2014 and 2013 (post split):
		WARRANTS OUTSTANDING		EXERCISE		MATURITY DATE
				PRICE
	2013		1,392,354	$	0.01	3/10/16
	2014		--		--

12_Income_Taxes

12. Income Taxes	12 Months Ended
	Dec. 31, 2014
Income Taxes
NOTE 12 - Income Taxes	As of December 31, 2014, the Company had net operating gain of $240,050.  Future tax benefits for Cord Blood America which may arise as a result of these gains 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.
		2013
	Deferred tax assets:
	Net operating gain	$	240,050
	Total deferred tax assets	$	446,666
	Less: valuation allowance		(446,666	)
	Net deferred tax assets	$	--
		Tax Loss (Gain)			Deferred Assets
	Net income (loss)		240,050			84,018
	Bad debt expense		943			330
	Impairment		-			-
	Accounts payable		363,079			127,078
	Accrued expenses		311,320			108,962
	Deferred revenue		1,492,635			522,422
	Accounts receivable		(287,593	)		(100,658	)
	Prepaid expense		(79,657	)		(27,880	)
	Stock-based compensation		-			-
	Meal & ent (50% of $10,504)		5,252			1,838
	Gain on sales of Biocordcell		(769,841	)		(269,44	)
	Tax loss for the year		1,276,188			446,666

13_Stockholders_Equity

13. Stockholder's Equity	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 13 - Stockholder's Equity	Preferred Stock
	CBAI has 5,000,000 shares of $.0001 par value preferred stock authorized.
	Common Stock
	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, 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.
	During the year ended December 31, 2014, the Company did not issue any shares of common stock and had 890,000,000 shares of Common Stock outstanding. 20,000 shares remain in the Company's treasury.

14_Legal_Proceedings

14. Legal Proceedings	12 Months Ended
	Dec. 31, 2014
Legal Proceedings
Note - 14. Legal Proceedings	On August 30, 2013, Cord Blood America, Inc. (the “Company”) filed a 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”), case number 2:13-cv-00806-PMW (the “Action”), and on May 7, 2014, the Company filed an amended complaint.  Among other things, the Company alleged Defendants 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.  The Company sought relief in the form of rescission or reformation of the Tonaquint Note, as well as a St. George Note and a Warrant issued to St. George as part of the previously disclosed 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 deemed just and proper.
	On September 25, 2013, Defendants each filed their Answer and Counterclaim in the Action, which they amended on March 22, 2014.  Among other claims, Defendants claimed the Company purportedly breached the March 10, 2011 Note and Warrant Purchase Agreement between St. George and the Company (“SGI Purchase Agreement”), Tonaquint Purchase Agreement, and Tonaquint 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 sought 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 deemed just and proper.
	On December 17, 2014, in settlement of the Action, the parties entered into a Settlement and Exchange Agreement (the "Settlement Agreement"). Pursuant to the Settlement Agreement, the Secured Convertible Promissory Note and the Warrant to Purchase Shares of Common Stock issued by the Company to St. George on or around March 10, 2011, as well as the SGI Purchase Agreement, and all other documents that made up the March 2011 transaction between the Company and St. George, all of which have been set forth in detail in prior filings by the Company, were terminated, cancelled or otherwise extinguished.  Further pursuant to the Settlement Agreement, the Tonaquint Note was exchanged for a Secured Convertible Promissory Note of the Company in the principal amount of $2,500,000 (the "Company Note"), and certain of the other documents that were part of the June 27, 2012 transaction between the Company and Tonaquint (the “June 2012 Tonaquint Transaction”) were terminated, cancelled or otherwise extinguished, and certain of them were amended, as set forth below.
	Under the Company Note, the Company shall make monthly payments to Tonaquint, with the first payment due on or before April 17, 2015, and with payments continuing thereafter until the Company's Note is paid in full, with a maturity date that is 33 calendar months after the effective date of December 17, 2014. The amount of the monthly payments is $100,000 (the “Installment Amount”); provided, however, that if the remaining amount owing under the Company Note as of the applicable Installment Date (defined in the Company Note) is less than $100,000, then the Installment Amount for such Installment Date shall be equal to the outstanding amount. The Company may prepay any or all of the outstanding amount of the Company Note at any time, without penalty. In the event the Company prepays an amount that is less than the outstanding amount, then the prepayment amount shall be applied to the next Installment Amount(s) due under the Company Note.
	For each monthly payment, the Company may elect to designate all or any portion of the Installment Amount then due as a conversion eligible amount (hereafter “Conversion Eligible Amount”); provided that the total outstanding Conversion Eligible Amount that has not been converted by Tonaquint, as set forth below, at any given time may not exceed one hundred thousand dollars ($100,000) without Tonaquint’s prior written consent and subject to additional restrictions set forth in the Company Note. In the event the Company designates any portion of any monthly payment amount as a Conversion Eligible Amount, the applicable monthly payment shall be reduced by an amount equal to the portion thereof designated as a Conversion Eligible Amount. The Conversion Eligible Amount shall continue to be included in and be deemed to be a part of the Outstanding Balance (defined in the Company Note) of the Company Note unless and until such amount is either paid in cash by the Company or converted into Common Stock by Tonaquint. The Company may pay the Conversion Eligible Amount in cash, provided that no prepayments of cash shall reduce the Conversion Eligible Amount until the Outstanding Balance is equal to or less than the Conversion Eligible Amount.
	Once the Company has designated amounts as Conversion Eligible Amount, Tonaquint may convert all or any portion of that amount into shares of the Company's Common Stock. In the event of a conversion by Tonaquint of a Conversion Eligible Amount, the number of Common Stock shares delivered to Tonaquint upon conversion will be calculated by dividing the amount of the Company Note that is being converted by 70% of the average of the three (3) lowest Closing Bid Prices of the Common Stock (as defined in the Company Note) in the twenty (20) Trading Days immediately preceding the applicable Conversion.
	The Company Note has an interest rate of 7.5%, compounding daily, which would increase to a rate of 15.0% on the happening of certain Events of Default (defined in the Company Note) that are not considered a Payment Default (defined in the Company Note), provided that the Company may cure the default in accordance with and subject to the terms set forth in the Company Note. Where a Payment Default occurs, including where (i) Borrower shall fail to pay any principal, interest, fees, charges, or any other amount when due and payable under that Company Note; or (ii) Borrower shall fail to deliver any Conversion Shares in accordance with the terms of the Company Note, late fees shall accrue as set forth in the Company Note, and in addition, the Company shall have ninety (90) days from delivery of notice of default from Tonaquint to cure the default, as set forth in more detail in the Company Note. If the Company fails to cure the Payment Default, Tonaquint may accelerate the Company Note by written notice to the Company, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount (defined in the Company Note) equal to (i) the Outstanding Balance as of the date of acceleration (which Outstanding Balance, for the avoidance of doubt, will include all Late Fees that accrue until any applicable Payment Default is cured) multiplied by (ii) two hundred fifty percent (250%), along with other remedies, as set forth in the Company Note.
	The Company Note, as well as a First Amendment to Security Agreement, which amended the Security Agreement entered as part of the June 2012 Tonaquint Transaction and Consent to Entry of Judgment by Confession, along with a First Amendment to Guaranty executed by all wholly owned subsidiaries of the Company, which amended the Amendment to Guaranty that was entered as part of June 2012 Tonaquint Transaction were each delivered along with the Settlement Agreement (collectively the "Transaction Documents"). The Transaction Documents contain representations and warranties of the Company and Tonaquint that are customary for transactions of this kind.
	On December 22, 2014, the parties filed a Stipulated Motion to Dismiss with Prejudice the Action, and on that same day, the Court entered an Order of Dismissal, dismissing the Action in its entirety.

15_Segment_Reporting

15. Segment Reporting	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 15 - 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 America and Argentina.
	The table below presents certain financial information by business segment for the year ended December 31, 2014:
		Cord		Biocordcell		Segment		Consolidation		Consolidated
						Total		Eliminations		Total
	Revenue from External Customers	$	4,331,051	$		$	4,331,051	$	--	$	4,331,051
	Interest & Derivative Expense		529,564				529,564				529,564
	Depreciation and Amortization		474,501				474,501				474,501
	Segment Income (Loss) from Continuing Operations		240,050				240,050				240,050
	Gain from Discontinued Operations				431,645		431,645				431,645
	Segment Assets	$	3,863,489	$		$	3,863,489	$	--	$	3,863,489
	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				3,821,667		--	$	3,821,667
	Interest & Derivative Expense		1,772,107				1,772,107				1,772,107
	Depreciation and Amortization		541,809				541,809				541,809
	Segment Income (Loss) from Continuing Operations		-1,954,599				-1,954,599				-1,954,599
	Loss from Discontinued Operations				-1,024,286						-1,024,286
	Segment Assets	$	3,577,015		2,501,169		6,078,184		--	$	6,078,184

16_Subsequent_Events

16. Subsequent Events	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 16 - Subsequent Events	Special Shareholder Meeting
	On February 10, 2015, the Company filed a Definitive 14A Proxy Statement providing Notice that a Special Meeting of Shareholders will take place on April 10, 2015 at 10:00 a.m. Pacific Standard Time at 1857 Helm Drive, Las Vegas, NV 89119.  The vote is to consider a proposal to amend the Amended and Restated Articles of Incorporation of the Company to increase the total number of shares of capital stock to 2,895,000,000, consisting of 5,000,000 Preferred Stock and 2,890,000,000 share of Common Stock.  The Board of Directors has recommended that the shareholders vote FOR the proposed increase.
	AATB Accreditation
	Effective February 27, 2015 through February 27, 2018 the Company received its Accreditation from the American Association of Tissue Banks for the recovery of musculoskeletal tissue for transplantation and/or educational research.   The Company believes this accreditation important to its continued growth in the procurement of birth tissue for therapeutic and/or research based products.
	Employment Agreements
	On March 31, 2015, the Company entered into an Executive Employment Agreement with Stephen Morgan, the Company’s Vice President, General Counsel and Corporate Secretary, which is effective as of April 1, 2015 and shall terminate as of March 31, 2018, unless earlier terminated by the Company or Mr. Morgan in accordance with the agreement (the “Morgan Employment Agreement”).
	The Morgan Employment Agreement provides for a base salary equal to $130,000, as well as an annual bonus, payable at the discretion of the Board of Directors, equal to 25% of Mr. Morgan’s base salary for that calendar year, provided that Mr. Morgan has the option to receive any portion of his salary and bonus in stock of the Company, in lieu of cash, at a value determined by the Board of Directors in their reasonable discretion and otherwise in accordance with the Employment Agreement.
	The Morgan Employment Agreement provides for change of control termination payments, whereby if Mr. Morgan is terminated, his compensation reduced, or the employer terminates his employment within one year after a change of control, then Mr. Morgan is entitled to a termination benefit in an amount no less than the total of the highest annual salary and bonus amount set forth in the Morgan Employment Agreement.  The Morgan Employment Agreement also provides for termination payments in the absence of a change of control in the event the Company terminates Mr. Morgan without cause, which said payments shall be in an amount equal to all compensation paid by the Company to Mr. Morgan for the 12 months preceding the termination, including salary, bonus, equity, stock options and other compensation, to be paid in equal, monthly installments over the 12-month period following termination.  The Morgan Employment Agreement includes one-year restrictions on competition and solicitation of customers following termination of the agreement.
	Legal Proceedings
	On March 10, 2015, Cryo-Cell International, Inc. ("Cryo-Cell") filed a Complaint against Cord Blood America, Inc. (the "Company") in the Circuit Court of the Sixth Judicial Circuit in and for Pinellas County Florida, Civil Division, case number 15-001558-CI (the "Action"). Cryo-Cell brought the Action requesting the Court to enter an order to compel the Company to hold an annual meeting of the shareholders of the Company to elect directors of the Company and to ratify the Company's auditors. Cryo-Cell also requested that the Court determine certain details pertaining to the requested annual meeting and asked for other relief, including attorney's fees and costs.
	In addition, Cryo-Cell filed an 8-K on March 10, 2015 stating “It is [Cryo-Cell’s] intention to nominate a slate of directors for election at this annual meeting. If [Cryo-Cell] were successful in its effor to elect directors to the board of CBAI, it is anticipated that [Cryo-Cell] would explore the potential for a merger with CBAI, with [Cryo-Cell] as the surviving entity.”

2_Summary_of_Significant_Accou1

2. Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2014

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 $53.46 million as of December 31, 2014. In addition, CBAI has notes and loans payable of approximately $1.35 million as of December 31, 2014. The Company thus far has made a payment in cash provided by continuing operations.  However, the Company has no available common stock outstanding as of December 31, 2014, and as such, the Company may not be able to issue common stock to retire debt, if cash is not sufficient, until such time as the shareholders approve an increase in the number of shares authorized. The Company has announced a Special Shareholders Meeting to increase the number of shares on April 10, 2015.  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 eleven quarters, the Company has reduced operating expenses, ended investment in its unconsolidated affiliates, and divested its equity stake in both Stellacure and Bio, and received no additional funding from outside sources for working capital. During the year ended December 31, 2014 the Company had positive cash flow from operations of $0.78 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 birth tissue procurement services.  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, 2014 and 2013 was $377,443 and $437,951 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 VidaPlus. At December 31, 2012 the Company had an outstanding loan to VidaPlus in the amount of $246,525. During the year ended December 31, 2013, the Company recognized an impairment loss on the Vidaplus investments and notes receivable, and wrote-down its equity interest and notes receivable to $0.

Deferred Revenue

Deferred revenue consists of payments for enrollment in the program and processing of umbilical cord blood and cord tissue 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 and present value pricing. At December 31, 2014, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its consolidated statement of operations 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 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. During the year ended December 31, 2014, the Company did not recognize any franchise revenues.

Cost of Services

Costs are incurred as umbilical cord blood, cord tissue and birth tissue are collected. For Cord and/or Bio these costs include the transportation of the umbilical cord blood, cord tissue and birthing tissue from the hospital, direct material plus labor costs for processing and cryogenic storage, collection kit materials 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, 2014.

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, 2014 and 2013. 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 10. 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.

Earnings (Loss) Per Share

Basic earnings per share (EPS) is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding.  Diluted EPS is similar to basic EPS except that the weighted average number of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been exercised.  The diluted weighted average common shares outstanding as of December 31, 2014 is 895,106,775.  Net loss per common share is calculated in accordance with ASC 260, Earnings per Share. 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, 2014 for assets and liabilities measured at fair value on a recurring basis:

Level 1

Level 2

Level 3

Total

Cash

$

750,886

$

--

$

--

$

750,886

Derivative liability

--

--

(1,031,630

)

(1,031,630

)

Derivative liability was valued under the Black-Scholes model with the following assumptions:

Risk free interest rate

0.12% to 0.51%

Expected life

0 to 3 years

Dividend Yield

0%

Volatility

0% to 103%

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 is a reconciliation of the derivative liability:

Value at December 31, 2012

$

354,654

Change in value of derivative

189,562

Value at December 31, 2013

$

359,407

Change in value of derivative

112,774

Value at December 31, 2014

$

1,031,630

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

Amounts listed in connection with the assets held for sale, including liabilities and income or loss related to assets held for sale for Bio, in the December 31, 2013 consolidated financial statements have been reclassified to conform to the December 31, 2014 presentation.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued an accounting standard update on revenue recognition that will be applied to all contracts with customers. The update requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance will be required to be applied on a retrospective basis, using one of two methodologies, and will be effective for fiscal years beginning after December 15, 2016, with early application not being permitted. The Company is currently assessing the impact that the guidance will have on the Company's financial condition and results of operations.

2_Summary_of_Significant_Accou2

2. Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2014
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, 2014 for assets and liabilities measured at fair value on a recurring basis:
		Level 1		Level 2		Level 3			Total
	Cash	$	750,886	$	--	$	--		$	750,886
	Derivative liability		--		--		(1,031,630	)		(1,031,630	)
	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 assumptions	Derivative liability was valued under the Black-Scholes model with the following assumptions:
	Risk free interest rate	0.12% to 0.51%
	Expected life	0 to 3 years
	Dividend Yield	0%
	Volatility	0% to 103%
	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%
Reconciliation of the derivative liability	Value at December 31, 2012	$	354,654
	Change in value of derivative		189,562
	Value at December 31, 2013	$	359,407
	Change in value of derivative		112,774
	Value at December 31, 2014	$	1,031,630

4_Property_And_Equipment_Table

4. Property And Equipment (Tables)	12 Months Ended
	Dec. 31, 2014
Property And Equipment Tables
Property And Equipment		Useful Life	2014			2013
		(Years)
	Furniture and fixtures	5-Jan	$	23,030		$	23,030
	Computer equipment	5		208,116			175,338
	Laboratory Equipment	5-Jan		73,602			60,734
	Freezer equipment	15-Jul		362,830			362,830
	Leasehold Improvements	5		100,212			100,212
				767,790			722,145
	Less: accumulated depreciation and amortization			(640,772	)		(543,714	)
			$	127,018		$	178,431

5_Discontinued_Operations_Tabl

5. Discontinued Operations (Tables)	12 Months Ended
	Dec. 31, 2014
Discontinued Operations Tables
Discontinued Operations, summary of certain assets and liabilities and gain on sale of BioCell reported	A summary of certain assets and liabilities disposed of or discharged directly or indirectly in connection with this transaction as of September 30, 2014 was as follows:
	Cash	$	37,432
	Accounts receivable		142,510
	Other current assets		104,388
	Prepaid expenses		275,866
	Total current assets		560,196
	Property and equipment, net of accumulated depreciation		520,744
	Customer contracts and relationships, net of amortization		1,019,147
	Other assets		24,041
	Goodwill		244,053
	Total assets	$	2,368,181
	Accounts payable	$	213,054
	Accrued expenses		1,082,542
	Deferred revenue		1,192,008
	Total liabilities	$	2,487,604
	The gain on sale of BioCells reported during the period was determined as follows:
	Receivable from sale of BioCells	$	705,000
	Unamortized discount on receivable		(215,991	)
	Receivable, net of discount		489,009
	Net assets		(119,423	)
	Non-controlling interest		188,018
	Comprehensive loss		(349,018	)
	Subtotal of disposal from sale of BioCells		(280,832	)
	Net gain on sale of BioCells	$	769,841

6_Notes_and_Loans_Payable_and_1

6. Notes and Loans Payable, and Derivative Liabilities (Tables)	12 Months Ended
	Dec. 31, 2014
Notes And Loans Payable And Derivative Liabilities Tables
Notes and Loans Payable, and Derivative Liabilities		December 31,			December 31,
		2014			2013
	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
	Secured Convertible Promissory Note to Tonaquint, Inc., 6% per annum; due on or before February 27, 2014		--			1,252,000
	Secured Convertible Promissory Note to Tonaquint, Inc. 7.5% per annum; due on or before September 17, 2018.		2,400,000			--
			2,400,000			1,500,039
	Less: Unamortized Discount		(1,051,085	)		(58,704	)
		$	1,348,915		$	1,441,335

7_Investment_and_Notes_Receiva1

7. Investment and Notes Receivable, Related Parties (Tables)	12 Months Ended
	Dec. 31, 2014
Investment And Notes Receivable Related Parties Tables
Notes receivable		2014			2013
	Effective August 14, 2014, Company entered into a Secured Promissory Note with Banco Vida which carries 8% interest per annum.  Interest only payments for first 12 months; thereafter principal and interest on standard amortization schedule due on or before February 1, 2017.	$	75,000		$	--
	On September 29, 2014, the Company closed a transaction selling its stake in BioCells to Diego Rissola; current President.  Payments are to be annually, after June of 2015, and the last payment due on or before June 1, 2025.		700,000			--
	Unamortized discount on BioCells note receivable		(215,991	)		--
	Allowance of doubtful accounts on BioCells note receivable		(25,000	)		--
		$	531,009		$	--

8_Commitments_and_Contingencie1

8. Commitments and Contingencies (Tabels)	12 Months Ended
	Dec. 31, 2014
Commitments And Contingencies Tabels
Future minimum rental payments		Rent
		to be paid
	2015		176,497
	2016		180,997
	2017		185,354
	2018		189,842
	2019		144,962
	Total	$	877,651

10_Stock_Option_Plan_Tables

10. Stock Option Plan (Tables)	12 Months Ended
	Dec. 31, 2014
Stock Option Plan Tables
Stock option activity			Stock				Weighted Average Exercise Price				Weighted Avg. Contractual
			Options								Remaining Life
	Outstanding, January 1, 2013			6,323,570				1.01				5.76
	Granted			-				-				-
	Exercised			-				-				-
	Forfeited/Expired			(752,740	)			-				-
	Outstanding, December 31, 2013			5,570,830				1.01				4.51
	Forfeited/Expired			(464,055	)			-				-
	Outstanding, December 31, 2014			5,106,775				1.01				3.26
	Exercisable at December 31, 2014			5,106,775				1.01				3.26
Outstanding stock options under the stock option plan	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				5,070,751				3.28			$	0.83				5,070,751	$	0.83
	$	21.00 — 30.00				18,126				0.13				25				18,126		25
	$	31.00— 51.00				17,898				3.26				31.21				17,898		31.21
						5,106,775				3.26			$	1.01				5,106,775	$	1.01
Weighted Average Grant Date Fair Value per Share			Weighted Average Grant Date Fair Value per Share
			2014				2013				2014				2013
	Non-vested at January 1, 2013 and 2014			--				150,685			$	--			$	0.33
	Granted			---				--				--				--
	Vested			--				150,685				--				0.33
	Exercised			---				--				--				--
	Cancelled			--				--				--				--
	Pre-vested forfeitures			---				--				--				--
	Non-vested at December 31, 2013			--				150,685			$	--			$	--

11_Warrant_Agreements_Tables

11. Warrant Agreements (Tables)	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Summarizes of the warrants outstanding and exercisable		WARRANTS OUTSTANDING		EXERCISE		MATURITY DATE
				PRICE
	2013		1,392,354	$	0.01	3/10/16
	2014		--		--

12_Income_Taxes_Tables

12. Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2014
Income Taxes Tables
Net deferred tax assets		2013
	Deferred tax assets:
	Net operating gain	$	240,050
	Total deferred tax assets	$	446,666
	Less: valuation allowance		(446,666	)
	Net deferred tax assets	$	--
Income tax reconciliation		Tax Loss (Gain)			Deferred Assets
	Net income (loss)		240,050			84,018
	Bad debt expense		943			330
	Impairment		-			-
	Accounts payable		363,079			127,078
	Accrued expenses		311,320			108,962
	Deferred revenue		1,492,635			522,422
	Accounts receivable		(287,593	)		(100,658	)
	Prepaid expense		(79,657	)		(27,880	)
	Stock-based compensation		-			-
	Meal & ent (50% of $10,504)		5,252			1,838
	Gain on sales of Biocordcell		(769,841	)		(269,44	)
	Tax loss for the year		1,276,188			446,666

15_Segment_Reporting_Tables

15. Segment Reporting (Tables)	12 Months Ended
	Dec. 31, 2014
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, 2014:
		Cord		Biocordcell		Segment		Consolidation		Consolidated
						Total		Eliminations		Total
	Revenue from External Customers	$	4,331,051	$		$	4,331,051	$	--	$	4,331,051
	Interest & Derivative Expense		529,564				529,564				529,564
	Depreciation and Amortization		474,501				474,501				474,501
	Segment Income (Loss) from Continuing Operations		240,050				240,050				240,050
	Gain from Discontinued Operations				431,645		431,645				431,645
	Segment Assets	$	3,863,489	$		$	3,863,489	$	--	$	3,863,489
	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				3,821,667		--	$	3,821,667
	Interest & Derivative Expense		1,772,107				1,772,107				1,772,107
	Depreciation and Amortization		541,809				541,809				541,809
	Segment Income (Loss) from Continuing Operations		-1,954,599				-1,954,599				-1,954,599
	Loss from Discontinued Operations				-1,024,286						-1,024,286
	Segment Assets	$	3,577,015		2,501,169		6,078,184		--	$	6,078,184

2_Summary_of_Significant_Accou3

2. Summary of Significant Accounting Policies (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Fair Value, Measurements, Recurring [Member]
Summary of assets and liabilities measured at fair value on a recurring basis
Cash	$750,886	$708,760
Derivative liability	-1,031,630	-359,407
Fair Value, Measurements, Recurring [Member], Level 1 [Member]
Summary of assets and liabilities measured at fair value on a recurring basis
Cash	750,886	708,760
Derivative liability	0	0
Fair Value, Measurements, Recurring [Member], Level 2 [Member]
Summary of assets and liabilities measured at fair value on a recurring basis
Cash	0	0
Derivative liability	0	0
Fair Value, Measurements, Recurring [Member], Level 3 [Member]
Summary of assets and liabilities measured at fair value on a recurring basis
Cash	0	0
Derivative liability	($1,031,630)	($359,407)

2_Summary_of_Significant_Accou4

2. Summary of Significant Accounting Policies (Details 1)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Expected life		1 year or less
Dividend Yield	0.00%	0.00%
MinimumMember
Risk free interest rate	0.12%	0.12%
Expected life	0 years
Volatility	0.00%	130.00%
MaximumMember
Risk free interest rate	0.51%	0.51%
Expected life	3 years
Volatility	103.00%	165.00%

2_Summary_of_Significant_Accou5

2. Summary of Significant Accounting Policies (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Notes to Financial Statements
Value at Beginning	$359,407	$354,654
Change in value of derivative	112,774	189,562
Value at Ending	$1,031,630	$359,407

2_Summary_of_Significant_Accou6

2. Summary of Significant Accounting Policies (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Notes to Financial Statements
Accumulated deficit	($53,445,386)	($53,685,436)
Notes and loans payable	2,400,000	1,500,039
Cash flow from operations	779,643	-613,861
Intangible assets estimated useful life	18 years
Amortization expense	377,443	437,951
Interest and penalties	$0	$0
Basic weighted average common shares outstanding	890,000,000	747,129,414

4_Property_and_Equipment_Detai

4. Property and Equipment (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Property and equipment Total	$767,790	$722,145
Less: accumulated depreciation and amortization	-640,772	-543,714
Net property and equipment	127,018	178,431
Furniture and Fixtures [Member]
Property and equipment Total	23,030	23,030
Computer Equipment [Member]
Property and equipment Total	208,116	175,338
Equipment [Member]
Property and equipment Total	73,602	60,734
Other Machinery and Equipment [Member]
Property and equipment Total	362,830	362,830
Leaseholds and Leasehold Improvements [Member]
Property and equipment Total	$100,212	$100,212

4_Property_and_Equipment_Detai1

4. Property and Equipment (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Property And Equipment Details Narrative
Depreciation and amortization expense	$97,058	$103,857

5_Discontinued_Operations_Deta

5. Discontinued Operations (Details) (USD $) (USD $)	Dec. 31, 2014
Discontinued Operations Details Usd
Cash	$37,432
Accounts receivable	142,510
Other current assets	104,388
Prepaid expenses	275,866
Total current assets	560,196
Property and equipment, net of accumulated depreciation	520,744
Customer contracts and relationships, net of amortization	1,019,147
Other assets	24,041
Goodwill	244,053
Total assets	2,368,181
Accounts payable	213,054
Accrued expenses	1,082,542
Deferred revenue	1,192,008
Total liabilities	$2,487,604

5_Discontinued_Operations_Deta1

5. Discontinued Operations (Details 1) (USD $) (USD $)	12 Months Ended
	Dec. 31, 2014
Discontinued Operations Details 1 Usd
Receivable from sale of BioCells	$705,000
Unamortized discount on receivable	-215,991
Receivable, net of discount	489,009
Net assets	-119,423
Non-controlling interest	188,018
Comprehensive loss	-349,018
Subtotal of disposal from sale of BioCells	-280,832
Net gain on sale of BioCells	$769,841

6_Notes_and_Loans_Payable_and_2

6. Notes and Loans Payable, and Derivative Liabilities (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Notes and loans payable	$2,400,000	$1,500,039
Less: Unamortized Discount	-1,051,085	-58,704
Notes and loans payable, Net	1,348,915	1,441,335
Convertible Promissory Note Payable To St George Investment [Member]
Notes and loans payable	0	0
Secured Convertible Promissory Note Tonaquint, Inc
Notes and loans payable	0	1,252,000
Secured Convertible Promissory Note To Tonaquint [Member]
Notes and loans payable	$2,400,000	$0

7_Investment_and_Notes_Receiva2

7. Investment and Notes Receivable, Related Parties (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Notes receivable	$775,000	$0
Allowance of doubtful accounts on BioCells note receivable	-25,000	0
Notes receivable, net	531,009	0
Banco Vida
Notes receivable	75,000	0
BioCells
Notes receivable	$700,000	$0

8_Commitments_and_Contingencie2

8. Commitments and Contingencies (Details) (USD $)	Dec. 31, 2014
Commitments for future minimum rental payments, by year, and in the aggregate, to be paid (and received) under such operating leases
2015	$176,497
2016	180,997
2017	185,354
2018	189,842
2019	144,962
Total	$877,651

8_Commitments_and_Contingencie3

8. Commitments and Contingencies (Details Narrative) (Patent License Agreement, USD $)	Dec. 31, 2014
Patent License Agreement
Accrued expenses	$120,000
Accounts payable	$226,000

10_Share_Based_Compensation_De

10. Share Based Compensation (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Share Based Compensation Details
Beginning Balance, shares	5,570,830	6,323,570
Granted, shares	0	0
Exercised, shares	0	0
Forfeited/Expired, shares	-464,055	-752,740
Ending Balance, shares	5,106,775	5,570,830
Ending Balance Exercisable, shares	5,106,775
Beginning Balance, weighted average exercise price	$1.01	$1.01
Granted, weighted average exercise price	$0	$0
Exercised, weighted average exercise price	$0	$0
Forfeited/Expired, weighted average exercise price	$0	$0
Ending Balance, weighted average exercise price	$1.01	$1.01
Ending Balance Exercisable, weighted average exercise price	$1.01
Beginning Balance, Weighted Avg. Contractual Remaining Life (in years)	4 years 6 months 4 days	5 years 9 months 4 days
Ending Balance, Weighted Avg. Contractual Remaining Life (in years)	3 years 3 months 4 days	4 years 6 months 4 days
Ending Balance Exercisable, Weighted Avg. Contractual Remaining Life (in years)	3 years 3 months 4 days

10_Share_Based_Compensation_De1

10. Share Based Compensation (Details 1) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Number of Options	5,106,775	5,570,830	6,323,570
Weighted Average Remaining Contractual Life (years)	3 years 3 months 4 days
Weighted Average Exercise Price	$1.01	$1.01	$1.01
Number of Options Exercisable	5,106,775
Weighted Average Exercise Price	$1.01
RangeOneMember
Range of Exercise Prices	0.33 - 20.00
Number of Options	5,070,751
Weighted Average Remaining Contractual Life (years)	3 years 3 months 11 days
Weighted Average Exercise Price	$0.83
Number of Options Exercisable	5,070,751
Weighted Average Exercise Price	$0.83
RangeTwoMember
Range of Exercise Prices	21.00 - 30.00
Number of Options	18,126
Weighted Average Remaining Contractual Life (years)	1 month 17 days
Weighted Average Exercise Price	$25
Number of Options Exercisable	18,126
Weighted Average Exercise Price	$25
RangeThreeMember
Range of Exercise Prices	31.00- 51.00
Number of Options	17,898
Weighted Average Remaining Contractual Life (years)	3 years 3 months 4 days
Weighted Average Exercise Price	$31.21
Number of Options Exercisable	17,898
Weighted Average Exercise Price	$31.21

10_Share_Based_Compensation_De2

10. Share Based Compensation (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Share Based Compensation Details 2
Nonvested, Beginning	0	150,685
Granted	0	0
Vested	0	150,685
Exercised	0	0
Cancelled	0	0
Pre-vested forfeitures	0	0
Nonvested, Ending	0	0
Nonvested, Beginning	$0	$0.33
Granted	$0	$0
Vested	$0	$0.33
Exercised	$0	$0
Cancelled	$0	$0
Pre-vested forfeitures	$0	$0
Nonvested, Ending	$0	$0

11_Warrant_Agreements_Details

11. Warrant Agreements (Details) (WarrantMember, USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2014
WarrantMember
WARRANTS OUTSTANDING	1,392,354	0
EXERCISE PRICE	$0.01	$0
MATURITY DATE	3-Oct-16

12_Income_Tax_Details

12. Income Tax (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Deferred tax assets:
Net operating loss		$240,050
Total deferred tax assets	446,666	446,666
Less: valuation allowance		-446,666
Net deferred tax assets	$0	$0

12_Income_Taxes_Details_1

12. Income Taxes (Details 1) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Income Taxes Tables
Net income (loss)	$240,050
Bad debt expense	943
Impairment	0
Accounts payable	363,079
Accrued expenses	311,320
Deferred revenue	1,492,635
Accounts receivable	-287,593
Prepaid expense	-79,657
Stock-based compensation	0
Meal & ent (50% of $10,504)	5,252
Gain on sales of Biocordcell	-769,841
Tax loss for the year	1,276,188
Deferred Assets
Net income (loss)	84,018
Bad debt expense	330
Impairment	0
Accounts payable	127,078
Accrued expenses	108,962
Deferred revenue	522,422
Accounts receivable	-100,658
Prepaid expense	-27,880
Stock-based compensation	0
Meal & ent (50% of $10,504)	1,838
Gain on sales of Biocordcell	-26,944
Tax loss for the year	$446,666	$446,666

12_Income_Tax_Details_Narrativ

12. Income Tax (Details Narrative) (USD $)	Dec. 31, 2014
Income Tax Details Narrative
Net operating loss	$240,050

13_Stockholders_Equity_Details

13. Stockholders Equity (Details Narrative) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Stockholders Equity Details Narrative
Preferred stock authorized	5,000,000	5,000,000
Preferred stock, par value	$0.00	$0.00
Common Stock outstanding	890,000,000	890,000,000
Treasury stock	20,000	20,000

15_Segment_Reporting_Details

15. Segment Reporting (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Revenue from external customer	$4,331,051	$3,821,667
Interest & Derivative Expense	529,564	1,772,107
Depreciation and Amortization	474,501	541,809
Segment Income (Loss) from continuing operations	240,050	-1,954,599
Gain from discontinued operations	431,645	-1,024,286
Segment Assets	3,863,489	6,078,184
CordMember
Revenue from external customer	4,331,051	3,821,667
Interest & Derivative Expense	529,564	1,772,107
Depreciation and Amortization	474,501	541,809
Segment Income (Loss) from continuing operations	240,050	-1,954,599
Gain from discontinued operations	0	0
Segment Assets	3,863,489	3,577,015
BiocordcellMember
Revenue from external customer	0	0
Interest & Derivative Expense	0	0
Depreciation and Amortization	0	0
Segment Income (Loss) from continuing operations	0	0
Gain from discontinued operations	431,645	-1,024,286
Segment Assets	0	2,501,169
SegmentTotalMember
Revenue from external customer	4,331,051	3,821,667
Interest & Derivative Expense	529,564	1,772,107
Depreciation and Amortization	474,501	541,809
Segment Income (Loss) from continuing operations	240,050	-1,954,599
Gain from discontinued operations	431,645	0
Segment Assets	3,863,489	6,078,184
Consolidation Eliminations
Revenue from external customer	0	0
Interest & Derivative Expense	0	0
Depreciation and Amortization	0	0
Segment Income (Loss) from continuing operations	0	0
Gain from discontinued operations	0	0
Segment Assets	$0	$0