Document_and_Entity_Informatio
| Document and Entity Information | 3 Months Ended | |
| Mar. 31, 2015 | 12-May-15 | |
| Document And Entity Information | ||
| Entity Registrant Name | Cord Blood America, Inc. | |
| Entity Central Index Key | 1289496 | |
| Document Type | 10-Q | |
| Document Period End Date | 31-Mar-15 | |
| 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 Common Stock, Shares Outstanding | 1,271,052,632 | |
| Document Fiscal Period Focus | Q1 | |
| Document Fiscal Year Focus | 2015 |
CONDENSED_CONSOLIDATED_BALANCE
| CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
| Current assets: | ||
| Cash | $644,230 | $750,886 |
| Accounts receivable, net of allowance for doubtful accounts of $108,087 and $93,123, respectively | 384,772 | 287,593 |
| Other current assets | 137,274 | 101,569 |
| Note receivable - Banco Vida - current portion | 30,429 | 18,828 |
| Prepaid expenses | 74,937 | 79,657 |
| Total current assets | 1,271,642 | 1,238,533 |
| Property and equipment, net of accumulated depreciation and amortization $656,773 and $640,772, respectively | 125,940 | 127,018 |
| Customer contracts and relationships, net of accumulated amortization $3,660,362 and $3,695,635, respectively | 1,892,385 | 1,982,757 |
| Note receivable - Banco Vida - long term portion | 44,571 | 56,172 |
| Receivable - Biocells net of discount $215,991 and allowance for doubtful accounts $25,000 | 459,009 | 459,009 |
| Total assets | 3,793,547 | 3,863,489 |
| Current liabilities: | ||
| Accounts payable | 407,455 | 363,079 |
| Accrued expenses | 320,928 | 311,320 |
| Deferred revenue (current portion) | 1,249,806 | 1,164,662 |
| Derivative liability (current portion) | 618,699 | 343,876 |
| Interest on promissory notes | 49,418 | 7,156 |
| Promissory notes payable, net of unamortized discount of $488,300 and $350,362 (current portion) | 611,700 | 449,638 |
| Total current liabilities | 3,258,006 | 2,639,731 |
| Deferred revenue (long term portion) | 316,949 | 327,975 |
| Derivative liability (long term portion) | 562,456 | 687,754 |
| Promissory notes payable, net of amortized discount of $443,909 and $700,723 (long term portion) | 556,090 | 899,277 |
| Total liabilities | 4,693,501 | 4,554,737 |
| 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, respectively | 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 deficit | -53,654,092 | -53,455,386 |
| Total stockholders' deficit | -899,954 | -691,248 |
| Total liabilities and stockholders' deficit | $3,793,547 | $3,863,489 |
CONDENSED_CONSOLIDATED_BALANCE1
| CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
| Assets | ||
| Allowance for Doubtful accounts Receivables | $108,087 | $93,123 |
| Accumulated depreciation and amortization | 656,773 | 640,772 |
| Customer contracts and relationship - net of amortization | 3,660,362 | 3,695,635 |
| Allowance for Doubtful accounts Receivables, long term | 215,991 | 25,000 |
| Liabilities | ||
| Promissory notes payable unamortized discount | 488,300 | 350,362 |
| Notes payable, net of unamortized | $443,909 | $700,723 |
| 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 |
CONDENSED_CONSOLIDATED_STATEME
| CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (USD $) | 3 Months Ended | |
| Mar. 31, 2015 | Mar. 31, 2014 | |
| Condensed Consolidated Statements Of Comprehensive Income Loss | ||
| Revenue | $1,278,022 | $919,508 |
| Cost of services | -402,459 | -269,541 |
| Gross Profit | 875,563 | 649,967 |
| Administrative and selling expenses | -773,606 | -806,453 |
| Income (loss) from operations | 101,957 | -156,486 |
| Interest expense and change in derivative liability | -310,663 | -171,391 |
| Net loss from continuing operations before provision for income taxes | -208,706 | -327,877 |
| Income taxes | 0 | 0 |
| Net loss from continuing operations after provision for income taxes | -208,706 | -327,877 |
| Loss on discontinued operations | 0 | -217,603 |
| Net loss | -208,706 | -545,480 |
| Net loss attributable to non-controlling interest | 0 | 108,802 |
| Net loss attributable to Cord Blood America | -208,706 | -436,678 |
| Basic loss per share | ||
| Continuing operations | $0 | $0 |
| Discontinued operations | $0 | $0 |
| Net basic earnings per share | $0 | $0 |
| Weighted average common shares outstanding | ||
| Basic weighted average common shares outstanding | 890,000,000 | 890,000,000 |
| Net loss | -208,706 | -545,480 |
| Foreign currency translation adjustments | 0 | -223,534 |
| Comprehensive loss | 0 | -779,014 |
| Non-Controlling interest | 0 | 108,802 |
| Comprehensive loss attributable to Cord Blood America | ($208,706) | ($670,212) |
CONDENSED_CONSOLIDATED_STATEME1
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 3 Months Ended | |
| Mar. 31, 2015 | Mar. 31, 2014 | |
| Statement of Cash Flows [Abstract] | ||
| Consolidated net loss | ($208,706) | ($545,480) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
| Amortization of loan discount | 118,875 | 53,968 |
| Depreciation and amortization | 105,987 | 134,198 |
| Change in value of derivative liability | 149,525 | 29,100 |
| Bad debt | 14,964 | 943 |
| Changes in accounts receivable | -112,143 | -44,311 |
| Changes in other current assets | -35,705 | 9,490 |
| Changes in prepaid | 4,720 | -7,871 |
| Changes in accounts payable | 44,376 | 77,251 |
| Changes in accrued expense | 9,608 | -5,041 |
| Changes in accrued interest | 42,262 | 88,323 |
| Changes in deferred revenue | 74,118 | 26,177 |
| NET CASH PROVIDED BY OPERATING ACTIVITIES OF CONTINUING OPERATIONS | 207,881 | -183,253 |
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||
| Payments for purchase of property and equipment | -14,537 | -1,550 |
| NET CASH USED IN INVESTNG ACTIVITIES OF CONTINUING OPERATIONS | -14,537 | -1,550 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Repayment of convertible note payable | -300,000 | 0 |
| NET CASH USED IN FINANCING ACTIVITIES OF CONTINUING OPERATIONS | -300,000 | 0 |
| CASH FLOW USED IN DISCONTINUED OPERATION: | ||
| Net cash provided by operating activities | 0 | 405,687 |
| Net cash used in investing activities | 0 | -116,931 |
| Foreign currency translation from discontinued operation | 0 | -10,217 |
| NET CASH USED IN FINANCING ACTIVITIES OF CONTINUING OPERATIONS | 0 | 278,539 |
| NET INCREASE (DECREASE) IN CASH | -106,656 | 97,736 |
| Cash balance at beginning of period | 750,886 | 708,760 |
| Cash balance at end of period | $644,230 | $802,496 |
1_Organization_and_Description
| 1. Organization and Description of Business | 3 Months Ended | |
| Mar. 31, 2015 | ||
| 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. (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. As such, all activities of BioCells are reported as discontinued operations. 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 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. | |
| The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that may be necessary in the event CBAI cannot continue as a going concern. | ||
| These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the audited financial statements of the Company for the period ended December 31, 2014 and notes thereto included in the Company's annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports. | ||
2_Summary_of_Significant_Accou
| 2. Summary of Significant Accounting Policies | 3 Months Ended | ||||||||||||||||
| Mar. 31, 2015 | |||||||||||||||||
| 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 $53.65 million as of March 31, 2015. In addition, CBAI has notes and loans payable of approximately $1.17 million, net of unamortized discount as of March 31, 2015. The Company made three additional payments of $100,000 each from cash provided by continuing operations and its existing cash balance during the quarter ended March 31, 2015. However, the Company has no available common stock outstanding as of March 31, 2015, 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 May 7, 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, beginning in the second quarter of 2012, 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 quarter ended March 31, 2015 the Company had positive cash flow from operations of $0.21 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, BioCells in 2014 only, have been eliminated upon consolidation. | |||||||||||||||||
| 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. | |||||||||||||||||
| 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. | |||||||||||||||||
| Valuation of Derivative Instruments | |||||||||||||||||
| ASC 815-40 (formerly SFAS No. 133 "Accounting for derivative instruments and hedging activities"), requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with ASC 815-40-15 (formerly EITF 00-19 "Accounting for derivative financial instruments indexed to, and potentially settled in, a company's own stock") to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. At March 31, 2015, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its consolidated statements 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 recognizes 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. | |||||||||||||||||
| 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. | |||||||||||||||||
| 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. 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. | |||||||||||||||||
| 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. | |||||||||||||||||
| 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 March 31, 2015 of assets and liabilities measured at fair value on a recurring basis: | |||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
| Cash and cash equivalents | $ | 644,230 | $ | — | $ | — | $ | 644,230 | |||||||||
| Derivative liability | $ | — | $ | — | $ | (1,181,155 | ) | $ | (1,181,155 | ) | |||||||
| Derivative liability was valued under the Black-Scholes model, consistent with last year, with the following assumptions: | |||||||||||||||||
| Risk free interest rate | 0 to 0.13 % | ||||||||||||||||
| Expected life | 0 to 1 years | ||||||||||||||||
| Dividend Yield | 0% | ||||||||||||||||
| Volatility | 0% to 112% | ||||||||||||||||
| The following is a reconciliation of the derivative liability: | |||||||||||||||||
| Value at December 31, 2014 | $ | 1,031,630 | |||||||||||||||
| Change in value of derivative | $ | 149,525 | |||||||||||||||
| Value at March 31, 2015 | $ | 1,181,155 | |||||||||||||||
| For certain parts 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. | |||||||||||||||||
| 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_Notes_and_Loans_Payable_and_
| 3. Notes and Loans Payable, and Derivative Liabilities | 3 Months Ended | ||||||||
| Mar. 31, 2015 | |||||||||
| Notes to Financial Statements | |||||||||
| NOTE 3 - Notes and Loans Payable, and Derivative Liabilities | At March 31, 2015 and December 31, 2014, notes and loans payable consist of: | ||||||||
| March 31, | December 31, | ||||||||
| 2015 | 2014 | ||||||||
| Secured Convertible Promissory Note to Tonaquint, Inc., 7.5% per annum; due on or before February 17, 2018 | 2,100,000 | 2,400,000 | |||||||
| 2,100,000 | 2,400,000 | ||||||||
| Less: Unamortized Discount | (932,100 | ) | (1,051,085 | ) | |||||
| $ | 1,167,790 | $ | 1,348,915 | ||||||
| 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 Company made three additional payments of $100,000 each during January, February and March of 2015 totaling $300,000, in accordance with the prepayment terms of the Agreement. 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. | |||||||||
4_Investment_and_Notes_Receiva
| 4. Investment and Notes Receivable, Related Parties | 3 Months Ended | ||||||||
| Mar. 31, 2015 | |||||||||
| Receivables [Abstract] | |||||||||
| Note 4 - Investment and Notes Receivable, Related Parties | At March 31, 2015 and December 31, 2014, notes receivable consist of: | ||||||||
| 31-Mar-15 | 31-Dec-14 | ||||||||
| 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 | $ | 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 | 700,000 | |||||||
| Unamortized discount on BioCells note receivable | (215,991 | ) | -215,991 | ||||||
| Allowance of doubtful accounts on BioCells note receivable | (25,000 | ) | -25,000 | ||||||
| $ | 534,009 | $ | 534,009 | ||||||
| Under the Agreement with Purchaser of BioCells, the remaining payments are as follows: $10,000 on or before December 1, 2014; $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 March 31, 2015, 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 made the December 2014 payment in April, 2015 which will be reflected in the second quarter results, but is in default on the March 1, 2015 payment. The Company has sent such notice, demanded payment and is accruing interest at a default rate of 12%. | |||||||||
5_Commitments_and_Contingencie
| 5. Commitments and Contingencies | 3 Months Ended | ||||
| Mar. 31, 2015 | |||||
| Notes to Financial Statements | |||||
| NOTE 5 - 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. 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. 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 and maintains a liquidation preference in VidaPlus. 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 March 31, 2015, 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. | |||||
| Commitments and 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. | |||||
| 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, 2017, 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. | |||||
| As more fully described in Note 11, Subsequent Events, Mr. Vicente's and Mr Morgan’s Agreements were amended to no longer provide them the sole discretion to receive salary and bonus compensation in the form of cash versus stock. | |||||
| 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 March 31, 2015, are as follows: | |||||
| Rent | |||||
| to be paid | |||||
| 2015 | 135,092 | ||||
| 2016 | 184,243 | ||||
| 2017 | 188,600 | ||||
| 2018 | 193,088 | ||||
| 2019 | 147,397 | ||||
| Total | $ | 848,420 | |||
6_Related_Party_Transactions_a
| 6. Related Party Transactions and Commitments | 3 Months Ended |
| Mar. 31, 2015 | |
| Notes to Financial Statements | |
| NOTE 6 - Related Party Transactions and Commitments | 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. |
7_Share_Based_Compensation
| 7. Share Based Compensation | 3 Months Ended | ||||||||||||||||||||||
| Mar. 31, 2015 | |||||||||||||||||||||||
| Notes to Financial Statements | |||||||||||||||||||||||
| NOTE 7 - Share Based Compensation | 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 period ended March 31, 2015. | |||||||||||||||||||||||
| The Company’s stock option activity was as follows: | |||||||||||||||||||||||
| Stock | Weighted Average | Weighted Avg. Contractual | |||||||||||||||||||||
| Options | Exercise Price | Remaining Life | |||||||||||||||||||||
| Outstanding, January 1, 2014 | 5,570,830 | 1.01 | 4.51 | ||||||||||||||||||||
| Granted | - | - | - | ||||||||||||||||||||
| Exercised | - | - | - | ||||||||||||||||||||
| 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 | ||||||||||||||||||||
| Forfeited/Expired | 12,522 | - | - | ||||||||||||||||||||
| Outstanding, March 31, 2015 | 5,094,453 | 1.01 | |||||||||||||||||||||
| Exercisable at March 31, 2015 | 5,094,253 | 1.01 | 4.26 | ||||||||||||||||||||
| The following table summarizes significant ranges of outstanding stock options under the stock option plan at March 31, 2015: | |||||||||||||||||||||||
| 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 | 3.03 | $ | 0.83 | 5,070,751 | $ | 0.72 | |||||||||||||||
| $ | 21.00 — 30.00 | 5,604 | 0.38 | 25 | 5,604 | 15.04 | |||||||||||||||||
| $ | 31.00— 51.00 | 17,898 | 3.02 | 31.21 | 17,898 | 31.21 | |||||||||||||||||
| 5,094,253 | 3.01 | $ | 1.01 | 5,094,253 | $ | 0.86 | |||||||||||||||||
| A summary of the activity for unvested employee stock options as of March 31, 2015 and changes during the period presented below: | |||||||||||||||||||||||
| Weighted Average Grant Date Fair Value per Share | |||||||||||||||||||||||
| Stock | Weighted Avg. | ||||||||||||||||||||||
| Options | Grant Date Fair | ||||||||||||||||||||||
| Value per Share | |||||||||||||||||||||||
| Nonvested at January 1, 2015 | -- | 0.39 | |||||||||||||||||||||
| Granted | -- | -- | |||||||||||||||||||||
| Vested | -- | -- | |||||||||||||||||||||
| Exercised | -- | -- | |||||||||||||||||||||
| Cancelled | -- | -- | |||||||||||||||||||||
| Pre-vested forfeitures | -- | -- | |||||||||||||||||||||
| Nonvested at March 31, 2015 | -- | 0.39 | |||||||||||||||||||||
| The total compensation cost related to non-vested options amounts to $0. All outstanding unexercised options provide for adjustment upon stock split, as well as under certain other circumstances. | |||||||||||||||||||||||
8_Warrant_Agreements
| 8. Warrant Agreements | 3 Months Ended |
| Mar. 31, 2015 | |
| Notes to Financial Statements | |
| NOTE 8 - 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 and there are no warrants outstanding as of March 31, 2015. |
9_Stockholders_Equity
| 9. Stockholder's Equity | 3 Months Ended |
| Mar. 31, 2015 | |
| Stockholders Equity | |
| NOTE 9 - 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 quarter ended March 31, 2015, 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. |
10_Segment_Reporting
| 10. Segment Reporting | 3 Months Ended | ||||||||||||||||||||
| Mar. 31, 2015 | |||||||||||||||||||||
| Notes to Financial Statements | |||||||||||||||||||||
| NOTE 10 - Segment Reporting | Guidance issued by the FASB requires that public business enterprises report financial and descriptive information about its reportable operating segments. Cord generates revenues related to the processing and preservation of umbilical cord blood. Cord’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 three months ended March 31, 2015: | |||||||||||||||||||||
| Cord | Biocordcell | Segment | Consolidation | Condensed | |||||||||||||||||
| Total | Eliminations | Consolidated | |||||||||||||||||||
| Total | |||||||||||||||||||||
| Revenue from External Customers | $ | 1,278,022 | $ | -- | $ | 1,278,022 | $ | -- | $ | 1,278,022 | |||||||||||
| Interest & Derivative Expense | 310,663 | -- | 310,663 | -- | 310,663 | ||||||||||||||||
| Depreciation and Amortization | 105,987 | -- | 105,987 | -- | 105,987 | ||||||||||||||||
| Segment Loss from Continuing Operations | -208,706 | -- | -208,706 | -- | -208,706 | ||||||||||||||||
| Segment Assets | $ | 3,793,547 | $ | -- | $ | 3,793,547 | -- | $ | 3,793,547 | ||||||||||||
| The table below presents certain financial information by business segment for the three months ended March 31, 2014: | |||||||||||||||||||||
| Cord | Biocordcell | Segment | Consolidation | Condensed | |||||||||||||||||
| Total | Eliminations | Consolidated | |||||||||||||||||||
| Total | |||||||||||||||||||||
| Revenue from External Customers | $ | 919,508 | $ | -- | $ | 919,508 | $ | -- | 919,508 | ||||||||||||
| Interest & Derivative Expense | 171,391 | -- | 171,391 | -- | 171,391 | ||||||||||||||||
| Depreciation and Amortization | 134,198 | -- | 134,198 | -- | 134,198 | ||||||||||||||||
| Segment Income (Loss) from Continuing Operations | -327,877 | -- | -327,877 | -- | -327,877 | ||||||||||||||||
| Loss from Discontinued Operations | -- | -217,603 | -217,603 | -- | -217,603 | ||||||||||||||||
| Segment Assets | $ | 3,823,904 | $ | 1,933,977 | 5,757,881 | $ | -- | 5,757,881 | |||||||||||||
11_Subsequent_Events
| 11. Subsequent Events | 3 Months Ended |
| Mar. 31, 2015 | |
| Notes to Financial Statements | |
| NOTE 11 - Subsequent Events | Red Oak Agreement |
| On April 9, 2015, Cord Blood America, Inc. (the "Company") executed a Preferred Stock Purchase Agreement (the “Purchase Agreement”) and a Stockholder Agreement with Red Oak Fund LP, Red Oak Long Fund, LP and Pinnacle Opportunities Fund, LP (collectively the “Purchasers” or “Red Oak”). Subsequently, on April 14, 2015, the Company and Red Oak closed the transaction. | |
| Pursuant to the Purchase Agreement, the Purchasers are to deliver to the Company, at Closing (defined in the Purchase Agreement), $724,000 (the “Purchase Price”), and the Company is to deliver to the Purchasers 724,000 shares of Series A Convertible Preferred Stock (the “Preferred Stock”). The Purchase Price proceeds shall be used as repayment to the Company’s outstanding debt obligations. The terms of the Preferred Stock are set forth in Articles of Amendment to Articles of Incorporation of the Company (“Articles of Amendment”) that were designated by the Board of Directors of the Company on April 9, 2015. | |
| As set forth in the Articles of Amendment, the Preferred Stock shall be convertible into common stock of the Company at the “Conversion Rate,” where each holder of Preferred Stock shall be entitled to common stock in accordance with the number of shares of Preferred Stock they hold divided by the total shares of Preferred Stock outstanding, 724,000 shares, multiplied by the “Maximum Common Converted Share Number,” which is 29.9793% of the outstanding shares of the Company on a fully diluted and converted basis assuming the conversion of all convertible securities, including the conversion of the Preferred Stock. The Preferred Stock shall not be converted until such time as there are sufficient authorized common stock shares, which are not reserved for other purposes, in order that all of the Preferred Stock can be converted to common shares. When there are sufficient such shares, all of the Preferred Stock shall automatically be converted to common stock at the Conversion Rate. | |
| Further pursuant to the Articles of Amendment, while Preferred Stock is outstanding, the holders of Preferred Stock, voting exclusively and as a separate class, are entitled to elect three (3) Directors to the Board of Directors of the Company (the “Series A Directors”). The Series A Directors may be removed without cause only by a vote of the holders of the Preferred Stock. As set forth in the Purchase Agreement, the Board of Directors shall consist of a total of six (6) Directors, and under the Articles of Amendment, in the event of a Deadlock Resolution Event (defined in the Articles of Amendment), the holder of a majority of the Preferred Stock shall propose three (3) potential Independent Qualified Directors (defined in the Articles of Amendment), and the Board of the Company shall select one of them to serve as the Independent Qualified Director, in order to vote to break a deadlock. | |
| In addition, on any matter presented to the stockholders for vote, the Preferred Stock shall vote as a class with the holders of common stock, and each share of Preferred Stock shall entitle the holder thereof to such number of votes as if the Preferred Stock were converted to common stock at the Conversion Rate. | |
| Amended Employment Agreements | |
| Effective April 9, 2015, as part of the transaction with Red Oak, the Company entered into an Amendment to Executive Employment Agreement with Joseph R. Vicente, the Company’s President and Chairman of the Board, amending Mr. Vicente’s January 1, 2015 Executive Employment Agreement, as well as an Amendment to Executive Employment Agreement with Stephen Morgan, the Company’s Vice President, General Counsel and Secretary, amending Mr. Morgan’s April 1, 2015 employment agreement such that Mr. Vicente and Mr. Morgan no longer have the option, in their sole discretion, to receive their salary and bonus amounts in the form of Company stock, rather than cash. | |
| Election of Directors | |
| On April 14, 2015, Cord Blood America, Inc. (the “Company”) closed a Preferred Stock Purchase Agreement and a Stockholder Agreement on April 9, 2015 with Red Oak Fund LP, Red Oak Long Fund, LP and Pinnacle Opportunities Fund, LP (collectively “Red Oak”), and pursuant thereto, filed Articles of Amendment to Articles of Incorporation of the Company (“Articles of Amendment”) (collectively the “Red Oak Transaction”). The holders of Preferred Stock issued pursuant to the Red Oak Transaction were entitled to elect three (3) Directors to the Board of Directors of the Company. Accordingly, David Sandberg, Anthony Snow and Adrian Pertierra were elected as Directors of the Company, effective April 15, 2015. | |
| Compensation of Directors | |
| After the election of three (3) additional Directors to the Board of Directors of the Company effective April 15, 2015 and as set forth in the Company’s Form 8-K filing on April 16, 2015, the Company’s Board of Directors is now comprised of: David Sandberg, Anthony Snow, Adrian Pertierra, Joseph Vicente, who is also the Company’s President, and Timothy McGrath. | |
| On April 17, 2015, the Board established compensation for non-management Directors of $5,000 per year, plus $1,000 per year for the Chairman of the Nominating & Governance Committee (currently Adrian Pertierra), $2,000 per year for the Chairman of the Compensation Committee (currently Tim McGrath), $3,000 per year for the Chairman of the Audit Committee (currently Anthony Snow), and $4,000 per year for the Chairman of the Board (currently David Sandberg). David Sandberg, the Chairman of the Board, has informed the Board that he will waive all board compensation for 2015 due to him. Joseph Vicente will receive no compensation for serving as a Director. | |
| Special Shareholders Meeting | |
| On February 23, 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 shares of Common Stock. On April 22, 2015, the Company adjourned the Special Shareholders Meeting to May 7, 2015, in order to provide the shareholders adequate time to review the details of the Red Oak transaction; and as such, filed a DefinitiveA 14A Proxy Statement providing related information to the Red Oak investment. The Board of Directors has recommended that the shareholders vote FOR the proposed increase. | |
| On May 7, 2015, the Special Shareholders Meeting was held, and the Company announced that the increase in the authorized shares in Common Stock to 2,890,000,000 was approved by the shareholders. | |
| Red Oak Conversion from Preferred to Common Shares | |
| As a result of the increase in the authorized shares being approved by the shareholders on May 7, 2015, and per the terms of the Red Oak Agreement, the 724,000 shares of Preferred Stock held by Red Oak automatically converts into 381,052,632 common shares of the Company equivalent to 29.98% ownership in the Company. | |
| Debt Repayment | |
| On April 15, 2015, the Company made a payment to Tonaquint in the amount of $750,000, principally with the funds from the Red Oak Agreement. This pre-payment in accordance with the settlement documents between the Company and Tonaquint, applies to payments due on August 17, 2015 through February 17, 2016 (7 months); and a partial payment of $50,000 to the $100,000 balance due on March 17, 2016. | |
| Annual Shareholders Meeting | |
| The Board of Directors set June 9, 2015 as the Record Date for the Company’s Annual General Meeting, to be held July 14, 2015, to elect Directors, ratify auditors and approve changes to the Company’s Articles of Incorporation and Bylaws. |
2_Summary_of_Significant_Accou1
| 2. Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||||||||||
| Mar. 31, 2015 | |||||||||||||||||
| 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 $53.65 million as of March 31, 2015. In addition, CBAI has notes and loans payable of approximately $1.17 million, net of unamortized discount as of March 31, 2015. The Company made three additional payments of $100,000 each from cash provided by continuing operations and its existing cash balance during the quarter ended March 31, 2015. However, the Company has no available common stock outstanding as of March 31, 2015, 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 May 7, 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, beginning in the second quarter of 2012, 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 quarter ended March 31, 2015 the Company had positive cash flow from operations of $0.21 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, BioCells in 2014 only, have been eliminated upon consolidation. | ||||||||||||||||
| 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. | ||||||||||||||||
| 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. | |||||||||||||||||
| Valuation of Derivative Instruments | ASC 815-40 (formerly SFAS No. 133 "Accounting for derivative instruments and hedging activities"), requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with ASC 815-40-15 (formerly EITF 00-19 "Accounting for derivative financial instruments indexed to, and potentially settled in, a company's own stock") to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. At March 31, 2015, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its consolidated statements 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 recognizes 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. | |||||||||||||||||
| 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. | ||||||||||||||||
| 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. 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. | ||||||||||||||||
| 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. | |||||||||||||||||
| 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 March 31, 2015 of assets and liabilities measured at fair value on a recurring basis: | |||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
| Cash and cash equivalents | $ | 644,230 | $ | — | $ | — | $ | 644,230 | |||||||||
| Derivative liability | $ | — | $ | — | $ | (1,181,155 | ) | $ | (1,181,155 | ) | |||||||
| Derivative liability was valued under the Black-Scholes model, consistent with last year, with the following assumptions: | |||||||||||||||||
| Risk free interest rate | 0 to 0.13 % | ||||||||||||||||
| Expected life | 0 to 1 years | ||||||||||||||||
| Dividend Yield | 0% | ||||||||||||||||
| Volatility | 0% to 112% | ||||||||||||||||
| The following is a reconciliation of the derivative liability: | |||||||||||||||||
| Value at December 31, 2014 | $ | 1,031,630 | |||||||||||||||
| Change in value of derivative | $ | 149,525 | |||||||||||||||
| Value at March 31, 2015 | $ | 1,181,155 | |||||||||||||||
| For certain parts 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. | |||||||||||||||||
| 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) | 3 Months Ended | ||||||||||||||||
| Mar. 31, 2015 | |||||||||||||||||
| Summary Of Significant Accounting Policies Tables | |||||||||||||||||
| Fair value measurements for assets and liabilities | The following table summarizes fair value measurements by level at March 31, 2015 of assets and liabilities measured at fair value on a recurring basis: | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
| Cash and cash equivalents | $ | 644,230 | $ | — | $ | — | $ | 644,230 | |||||||||
| Derivative liability | $ | — | $ | — | $ | (1,181,155 | ) | $ | (1,181,155 | ) | |||||||
| Derivative liability assumptions | Derivative liability was valued under the Black-Scholes model, consistent with last year, with the following assumptions: | ||||||||||||||||
| Risk free interest rate | 0 to 0.13 % | ||||||||||||||||
| Expected life | 0 to 1 years | ||||||||||||||||
| Dividend Yield | 0% | ||||||||||||||||
| Volatility | 0% to 112% | ||||||||||||||||
| Reconciliation of the derivative liability | The following is a reconciliation of the derivative liability: | ||||||||||||||||
| Value at December 31, 2014 | $ | 1,031,630 | |||||||||||||||
| Change in value of derivative | $ | 149,525 | |||||||||||||||
| Value at March 31, 2015 | $ | 1,181,155 | |||||||||||||||
3_Investment_and_Notes_Receiva
| 3. Investment and Notes Receivable, Related Parties (Tables) | 3 Months Ended | ||||||||
| Mar. 31, 2015 | |||||||||
| Investment And Notes Receivable Related Parties Tables | |||||||||
| Investment and Notes Receivable, Related Parties | At March 31, 2015 and December 31, 2014, notes receivable consist of: | ||||||||
| 31-Mar-15 | 31-Dec-14 | ||||||||
| 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 | $ | 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 | 700,000 | |||||||
| Unamortized discount on BioCells note receivable | (215,991 | ) | -215,991 | ||||||
| Allowance of doubtful accounts on BioCells note receivable | (25,000 | ) | -25,000 | ||||||
| $ | 534,009 | $ | 534,009 | ||||||
5_Commitments_and_Contingencie1
| 5. Commitments and Contingencies (Tables) | 3 Months Ended | ||||
| Mar. 31, 2015 | |||||
| Commitments And Contingencies Tables | |||||
| Future minimum rental payments | Commitments for future minimum rental payments, by year, and in the aggregate, to be paid under such operating lease as of March 31, 2015, are as follows: | ||||
| Rent | |||||
| to be paid | |||||
| 2015 | 135,092 | ||||
| 2016 | 184,243 | ||||
| 2017 | 188,600 | ||||
| 2018 | 193,088 | ||||
| 2019 | 147,397 | ||||
| Total | $ | 848,420 | |||
7_Share_Based_Compensation_Tab
| 7. Share Based Compensation (Tables) | 3 Months Ended | ||||||||||||||||||||||
| Mar. 31, 2015 | |||||||||||||||||||||||
| Notes to Financial Statements | |||||||||||||||||||||||
| Stock option activity | The Company’s stock option activity was as follows: | ||||||||||||||||||||||
| Stock | Weighted Average | Weighted Avg. Contractual | |||||||||||||||||||||
| Options | Exercise Price | Remaining Life | |||||||||||||||||||||
| Outstanding, January 1, 2014 | 5,570,830 | 1.01 | 4.51 | ||||||||||||||||||||
| Granted | - | - | - | ||||||||||||||||||||
| Exercised | - | - | - | ||||||||||||||||||||
| 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 | ||||||||||||||||||||
| Forfeited/Expired | 12,522 | - | - | ||||||||||||||||||||
| Outstanding, March 31, 2015 | 5,094,453 | 1.01 | |||||||||||||||||||||
| Exercisable at March 31, 2015 | 5,094,253 | 1.01 | 4.26 | ||||||||||||||||||||
| Summary of significant ranges of outstanding stock options | The following table summarizes significant ranges of outstanding stock options under the stock option plan at March 31, 2015: | ||||||||||||||||||||||
| 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 | 3.03 | $ | 0.83 | 5,070,751 | $ | 0.72 | |||||||||||||||
| $ | 21.00 — 30.00 | 5,604 | 0.38 | 25 | 5,604 | 15.04 | |||||||||||||||||
| $ | 31.00— 51.00 | 17,898 | 3.02 | 31.21 | 17,898 | 31.21 | |||||||||||||||||
| 5,094,253 | 3.01 | $ | 1.01 | 5,094,253 | $ | 0.86 | |||||||||||||||||
| Summary of the activity for unvested employee stock options | A summary of the activity for unvested employee stock options as of March 31, 2015 and changes during the period presented below: | ||||||||||||||||||||||
| Weighted Average Grant Date Fair Value per Share | |||||||||||||||||||||||
| Stock | Weighted Avg. | ||||||||||||||||||||||
| Options | Grant Date Fair | ||||||||||||||||||||||
| Value per Share | |||||||||||||||||||||||
| Nonvested at January 1, 2015 | -- | 0.39 | |||||||||||||||||||||
| Granted | -- | -- | |||||||||||||||||||||
| Vested | -- | -- | |||||||||||||||||||||
| Exercised | -- | -- | |||||||||||||||||||||
| Cancelled | -- | -- | |||||||||||||||||||||
| Pre-vested forfeitures | -- | -- | |||||||||||||||||||||
| Nonvested at March 31, 2015 | -- | 0.39 | |||||||||||||||||||||
10_Segment_Reporting_Tables
| 10. Segment Reporting (Tables) | 3 Months Ended | ||||||||||||||||||||
| Mar. 31, 2015 | |||||||||||||||||||||
| Notes to Financial Statements | |||||||||||||||||||||
| Financial information by business segment | The table below presents certain financial information by business segment for the three months ended March 31, 2015: | ||||||||||||||||||||
| Cord | Biocordcell | Segment | Consolidation | Condensed | |||||||||||||||||
| Total | Eliminations | Consolidated | |||||||||||||||||||
| Total | |||||||||||||||||||||
| Revenue from External Customers | $ | 1,278,022 | $ | -- | $ | 1,278,022 | $ | -- | $ | 1,278,022 | |||||||||||
| Interest & Derivative Expense | 310,663 | -- | 310,663 | -- | 310,663 | ||||||||||||||||
| Depreciation and Amortization | 105,987 | -- | 105,987 | -- | 105,987 | ||||||||||||||||
| Segment Loss from Continuing Operations | -208,706 | -- | -208,706 | -- | -208,706 | ||||||||||||||||
| Segment Assets | $ | 3,793,547 | $ | -- | $ | 3,793,547 | -- | $ | 3,793,547 | ||||||||||||
| The table below presents certain financial information by business segment for the three months ended March 31, 2014: | |||||||||||||||||||||
| Cord | Biocordcell | Segment | Consolidation | Condensed | |||||||||||||||||
| Total | Eliminations | Consolidated | |||||||||||||||||||
| Total | |||||||||||||||||||||
| Revenue from External Customers | $ | 919,508 | $ | -- | $ | 919,508 | $ | -- | 919,508 | ||||||||||||
| Interest & Derivative Expense | 171,391 | -- | 171,391 | -- | 171,391 | ||||||||||||||||
| Depreciation and Amortization | 134,198 | -- | 134,198 | -- | 134,198 | ||||||||||||||||
| Segment Income (Loss) from Continuing Operations | -327,877 | -- | -327,877 | -- | -327,877 | ||||||||||||||||
| Loss from Discontinued Operations | -- | -217,603 | -217,603 | -- | -217,603 | ||||||||||||||||
| Segment Assets | $ | 3,823,904 | $ | 1,933,977 | 5,757,881 | $ | -- | 5,757,881 | |||||||||||||
2_Summary_of_Significant_Accou3
| 2. Summary of Significant Accounting Policies (Details) (USD $) | Mar. 31, 2015 |
| Fair Value, Measurements, Recurring [Member] | |
| Summary of assets and liabilities measured at fair value on a recurring basis | |
| Cash and cash equivalents | $644,230 |
| Derivative liability | -1,181,155 |
| Fair Value, Measurements, Recurring [Member], Level 1 [Member] | |
| Summary of assets and liabilities measured at fair value on a recurring basis | |
| Cash and cash equivalents | 644,230 |
| Derivative liability | |
| Fair Value, Measurements, Recurring [Member], Level 2 [Member] | |
| Summary of assets and liabilities measured at fair value on a recurring basis | |
| Cash and cash equivalents | |
| Derivative liability | |
| Fair Value, Measurements, Recurring [Member], Level 3 [Member] | |
| Summary of assets and liabilities measured at fair value on a recurring basis | |
| Cash and cash equivalents | |
| Derivative liability | ($1,181,155) |
2_Summary_of_Significant_Accou4
| 2. Summary of Significant Accounting Policies (Details 1) | 3 Months Ended |
| Mar. 31, 2015 | |
| Dividend Yield | 0.00% |
| Minimum [Member] | |
| Risk free interest rate | 0.00% |
| Expected life | 0 years |
| Volatility | 0.00% |
| Maximum [Member] | |
| Risk free interest rate | 0.13% |
| Expected life | 1 year |
| Volatility | 112.00% |
2_Summary_of_Significant_Accou5
| 2. Summary of Significant Accounting Policies (Details 2) (USD $) | 3 Months Ended |
| Mar. 31, 2015 | |
| Notes to Financial Statements | |
| Value at Beginning | $1,031,630 |
| Change in value of derivative | 149,525 |
| Value at Ending | $1,181,155 |
2_Summary_of_Significant_Accou6
| 2. Summary of Significant Accounting Policies (Details Narrative) (USD $) | 3 Months Ended | ||
| Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
| Notes to Financial Statements | |||
| Accumulated deficit | ($53,654,092) | ($53,455,386) | |
| Notes and loans payable | 1,167,790 | 1,348,915 | |
| Cash flow from operations | $207,881 | ($183,253) | |
3_Notes_and_Loans_Payable_and_1
| 3. Notes and Loans Payable, and Derivative Liabilities (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
| Notes and loans payable | $2,100,000 | $2,400,000 |
| Less: Unamortized Discount | -932,100 | -1,051,085 |
| Notes and loans payable, Net | 1,167,790 | 1,348,915 |
| Secured Convertible Promissory Note To Tonaquint [Member] | ||
| Notes and loans payable | $2,100,000 | $2,400,000 |
4_Investment_and_Notes_Receiva1
| 4. Investment and Notes Receivable, Related Parties (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
| Unamortized discount on BioCells note receivable | ($215,991) | ($215,991) |
| Allowance of doubtful accounts on BioCells note receivable | -25,000 | -25,000 |
| Notes receivable, net | 534,009 | 534,009 |
| BioCells | ||
| Notes receivable | 75,000 | 75,000 |
| Banco Vida | ||
| Notes receivable | $700,000 | $700,000 |
5_Commitments_and_Contingencie2
| 5. Commitments and Contingencies (Details) (USD $) | Mar. 31, 2015 |
| Commitments And Contingencies Tables | |
| 2015 | $135,092 |
| 2016 | 184,243 |
| 2017 | 188,600 |
| 2018 | 193,088 |
| 2019 | 147,397 |
| Thereafter | $848,420 |
5_Commitments_and_Contingencie3
| 5. Commitments and Contingencies (Details Narrative) (Patent License Agreement, USD $) | Mar. 31, 2015 |
| Patent License Agreement | |
| Accrued expenses | $120,000 |
| Accounts payable | $226,000 |
7_Share_Based_Compensation_Det
| 7. Share Based Compensation (Details) (USD $) | 3 Months Ended | 12 Months Ended |
| Mar. 31, 2015 | Dec. 31, 2014 | |
| Share Based Compensation Details | ||
| Beginning Balance, shares | 5,106,775 | 5,570,830 |
| Begining Balance Exercisable, shares | 5,106,775 | |
| Granted, shares | ||
| Exercised, shares | ||
| Forfeited/Expired, shares | 12,522 | 464,055 |
| Ending Balance, shares | 5,094,453 | 5,106,775 |
| Ending Balance Exercisable, shares | 5,094,253 | 5,106,775 |
| Beginning Balance, weighted average exercise price | $1.01 | $1.01 |
| Begining Balance Exercisable, weighted average exercise price | $1.01 | |
| Granted, weighted average exercise price | ||
| Exercised, weighted average exercise price | ||
| Forfeited/Expired, weighted average exercise price | ||
| Ending Balance, weighted average exercise price | $1.01 | $1.01 |
| Ending Balance Exercisable, weighted average exercise price | $0.86 | $1.01 |
| Beginning Balance, Weighted Avg. Contractual Remaining Life (in years) | 3 years 3 months 4 days | 4 years 6 months 4 days |
| Ending Balance, Weighted Avg. Contractual Remaining Life (in years) | 4 years 3 months 4 days | 3 years 3 months 4 days |
| Ending Balance Exercisable 2012, Weighted Avg. Contractual Remaining Life (in years) | 3 years 3 months 4 days |
7_Share_Based_Compensation_Det1
| 7. Share Based Compensation (Details 1) (USD $) | 3 Months Ended | ||
| Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
| Number of Options | 5,094,453 | 5,106,775 | 5,570,830 |
| Weighted Average Remaining Contractual Life (years) | 3 years 4 days | ||
| Weighted Average Exercise Price | $1.01 | $1.01 | $1.01 |
| Number of Options Exercisable | 5,094,253 | 5,106,775 | |
| Weighted Average Exercise Price | $0.86 | $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 11 days | ||
| Weighted Average Exercise Price | $0.83 | ||
| Number of Options Exercisable | 5,070,751 | ||
| Weighted Average Exercise Price | $0.72 | ||
| RangeTwoMember | |||
| Range of Exercise Prices | 21.00 - 30.00 | ||
| Number of Options | 5,604 | ||
| Weighted Average Remaining Contractual Life (years) | 4 months 17 days | ||
| Weighted Average Exercise Price | $25 | ||
| Number of Options Exercisable | 5,604 | ||
| Weighted Average Exercise Price | $15.04 | ||
| RangeThreeMember | |||
| Range of Exercise Prices | 31.00 - 51.00 | ||
| Number of Options | 17,898 | ||
| Weighted Average Remaining Contractual Life (years) | 3 years 7 days | ||
| Weighted Average Exercise Price | $31.21 | ||
| Number of Options Exercisable | 17,898 | ||
| Weighted Average Exercise Price | $31.21 |
7_Share_Based_Compensation_Det2
| 7. Share Based Compensation (Details 2) (USD $) | 3 Months Ended |
| Mar. 31, 2015 | |
| Share Based Compensation Details 2 | |
| Nonvested at January 1, 2014 | |
| Granted | |
| Vested | |
| Exercised | |
| Cancelled | |
| Pre-vested forfeitures | |
| Nonvested at June 30, 2014 | |
| Nonvested at January 1, 2014 | $0.39 |
| Granted | |
| Vested | |
| Exercised | |
| Cancelled | |
| Pre-vested forfeitures | |
| Nonvested at June 30, 2014 | $0.39 |
9_Stockholders_Equity_Details_
| 9. Stockholders Equity (Details Narrative) | Mar. 31, 2015 | Dec. 31, 2014 |
| Stockholders Equity Details Narrative | ||
| Common Stock outstanding | 890,000,000 | 890,000,000 |
| Treasury stock | 20,000 | 20,000 |
10_Segment_Reporting_Details
| 10. Segment Reporting (Details) (USD $) | 3 Months Ended | |
| Mar. 31, 2015 | Mar. 31, 2014 | |
| Revenue from external customer | $1,278,022 | $919,508 |
| Interest & Derivative Expense | 310,663 | 171,391 |
| Depreciation and Amortization | 105,987 | 134,198 |
| Segment Loss from Continuing Operations | -208,706 | -327,877 |
| Gain from discontinued operations | -217,603 | |
| Segment Assets | 3,793,547 | 5,757,881 |
| CordMember | ||
| Revenue from external customer | 1,278,022 | 919,508 |
| Interest & Derivative Expense | 310,663 | 171,391 |
| Depreciation and Amortization | 105,987 | 134,198 |
| Segment Loss from Continuing Operations | -208,706 | -327,877 |
| Gain from discontinued operations | ||
| Segment Assets | 3,793,547 | 3,823,904 |
| BiocordcellMember | ||
| Revenue from external customer | ||
| Interest & Derivative Expense | ||
| Depreciation and Amortization | ||
| Segment Loss from Continuing Operations | ||
| Gain from discontinued operations | -217,603 | |
| Segment Assets | 1,933,977 | |
| SegmentTotalMember | ||
| Revenue from external customer | 1,278,022 | 919,508 |
| Interest & Derivative Expense | 310,663 | 171,391 |
| Depreciation and Amortization | 105,987 | 134,198 |
| Segment Loss from Continuing Operations | -208,706 | -327,877 |
| Gain from discontinued operations | -217,603 | |
| Segment Assets | 3,793,547 | 5,757,881 |
| Consolidation Eliminations | ||
| Revenue from external customer | ||
| Interest & Derivative Expense | ||
| Depreciation and Amortization | ||
| Segment Loss from Continuing Operations | ||
| Gain from discontinued operations | ||
| Segment Assets | ||