CBA Florida (CBAI) 10-K 30 Mar 16 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 15, 2016	Jun. 30, 2015
Document And Entity Information
Entity Registrant Name	Cord Blood America, Inc.
Entity Central Index Key	1,289,496
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 4,710,000
Entity Common Stock, Shares Outstanding		1,272,066,146
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,015

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current assets:
Cash	$ 789,046	$ 750,886
Accounts receivable, net of allowance for doubtful accounts of $105,037 and $93,123	349,859	287,593
Note receivable – Banco Vida (current portion)	58,709	18,828
Receivable - Biocells net of discount $28,105 (current portion)	16,895	0
Prepaid expenses	151,874	79,657
Other current assets	126,352	101,569
Total current assets	1,492,735	1,238,533
Property and equipment, net of accumulated depreciation and amortization $695,335 and $640,772, respectively	119,189	127,018
Customer contracts and relationships, net of accumulated amortization $4,040,983 and $3,695,635, respectively	1,637,409	1,982,757
Note receivable – Banco Vida (long term portion)	4,432	56,172
Receivable – Biocells net of discount $167,231 and $215,991, respectively (long term portion)	447,769	459,009
Total assets	3,701,534	3,863,489
Current liabilities:
Accounts payable	152,805	363,079
Accrued expenses	204,939	311,320
Deferred revenue	1,297,244	1,164,662
Derivative liability (current portion)	182,213	343,876
Interest on Promissory Notes	128,607	7,156
Promissory notes payable, net of unamortized discount of $113,778 and $350,362, respectively (current portion)	292,298	449,638
Total current liabilities	2,258,106	2,639,731
Deferred revenue (long term portion)	304,188	327,975
Derivative liability (long term portion)	255,290	687,754
Promissory note payable, net of amortized discount of $159,407 and $700,723, respectively (long term portion)	409,517	899,277
Total liabilities	3,227,101	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, 2,890,000,000 shares authorized, 1,272,066,146 and 890,000,000 shares issued and outstanding, respectively	127,207	89,000
Additional paid-in capital	53,954,510	53,264,971
Common stock held in treasury stock, 20,000 shares	(599,833)	(599,833)
Accumulated deficit	(53,007,451)	(53,445,386)
Total cord blood stockholders' deficit	474,433	(691,248)
Non-controlling interest	0	0
Total stockholders' deficit	474,433	(691,248)
Total liabilities and stockholders' deficit	$ 3,701,534	$ 3,863,489

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Assets
Allowance for Doubtful accounts Receivables	$ 105,037	$ 93,123
Accumulated depreciation	695,335	640,772
Customer contracts and relationship - net of amortization	4,040,983	3,695,635
Liabilities
Convertible promissory notes payable unamortized discount	195,336	215,991
Convertible notes payable, net of unamortized	$ 113,778	$ 350,362
Stockholders Equity
Preferred stock, par value	$ 0.001	$ 0.001
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	$ 0.001	$ 0.001
Common stock shares authorized	2,890,000,000	890,000,000
Common stock shares issued	1,272,066,146	890,000,000
Common stock shares outstanding	1,272,066,146	890,000,000

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (AUDITED) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Consolidated Statements Of Operations And Comprehensive Income Loss Audited
Revenue	$ 5,255,182	$ 4,331,051
Cost of services	(1,864,500)	(1,373,193)
Gross Profit	3,390,682	2,957,858
Administrative and selling expenses	(3,005,140)	(3,126,805)
Income (loss) from operations	385,542	(168,947)
Interest expense and change in derivative liability	(305,224)	(529,564)
Gain on debt extinguishment	0	175,905
Gain on foreign currency translation	0	331,011
Gain on sale of Biocell	0	769,841
Gain on recovery of loan receivable	40,000	0
Gain on settlement of payable	346,269	0
Loss on legal settlement	(28,652)	0
Income (loss) from continuing operations before provision for income taxes	437,935	578,246
Loss on discontinued operations	0	(338,196)
Income before provision for income taxes	437,935	240,050
Income taxes	0	0
Income (loss) from continuing operations after provision for income taxes	437,935	240,050
Net income (loss)	437,935	240,050
Net income (loss) from continuing operations attributable to Cord Blood America	$ 437,935	$ 240,050
Basic earnings per share
Continuing operations	$ 0	$ 0
Discontinued operations	0	0
Net basic earning per share	$ 0	$ 0
Weighted average common shares outstanding
Basic weighted average common shares outstanding	1,132,828,089	890,000,000
Diluted weighted average common shares outstanding	1,464,460,742	895,106,775
Net income (loss) before income taxes	$ 437,935	$ 240,050

CONSOLIDATED STATEMENT OF CHANG

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Treasury Stock	Accumulated Other Comprehensive Income	Accumulated Deficit	Noncontrolling Interest	Total
Beginning Balance - Shares at Dec. 31, 2013	0	890,000,000
Beginning Balance - Amount at Dec. 31, 2013	$ 0	$ 89,000	$ 53,264,971	$ (599,833)	$ 410,827	$ (53,685,436)	$ 150,178	$ (370,293)
Net income (loss)						240,050		240,050
Deconsolidated Biocord					(410,827)		(150,178)	(561,005)
Ending Balance, Shares at Dec. 31, 2014	0	890,000,000
Ending Balance, Amount at Dec. 31, 2014	$ 0	$ 89,000	53,264,971	(599,833)	$ 0	(53,445,386)	$ 0	(691,248)
Issuance of Preferred Stock for Cash, Shares	724,000
Issuance of Preferred Stock for Cash, Amount	$ 72		723,928					724,000
Issuance of Common Stock for Conversion of Preferred Stock, Shares	(724,000)	382,066,146
Issuance of Common Stock for Conversion of Preferred Stock, Amount	$ (72)	$ 38,207	(38,135)					0
Issuance of Common Stock for Employee, Shares		1,013,514
Issuance of Common Stock for Employee, Amount		$ 0	3,746					3,674
Net income (loss)						437,935		437,935
Ending Balance, Shares at Dec. 31, 2015	0	1,273,079,660
Ending Balance, Amount at Dec. 31, 2015	$ 0	$ 127,207	$ 53,954,510	$ (599,833)		$ (53,007,451)		$ 474,433

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (AUDITED) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 437,935	$ 240,050
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Amortization of loan discount	777,900	64,937
Depreciation and amortization	399,910	474,501
Change in value of derivative liability	(594,127)	112,774
Gain on debt extinguishment	0	(175,905)
Amortization of loan receivable discount	(20,655)	0
Gain on recovery of loan receivable	(40,000)	0
Gain on settlement of payable	(346,269)	0
Bad debt	59,311	25,943
Gain on foreign currency translation	0	(331,011)
Net change in operating assets and liabilities
Changes in accounts receivable	(106,577)	(177,344)
Changes in other current assets	(24,783)	43,495
Changes in prepaid	(72,217)	(6,289)
Changes in accounts payable	15,995	23,939
Changes in accrued expenses	17,366	91,078
Changes in accrued interest	121,451	352,998
Changes in deferred revenue	108,795	40,477
NET CASH PROVIDED BY OPERATING ACTIVITIES OF CONTINUING OPERATIONS	734,035	779,643
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of property and equipment	(46,734)	(45,645)
Payment to loan receivable - Banco Vida	0	(75,000)
Payments from loan receivable - Biocordcell	40,000	0
Payments from loan receivable - Banco Vida	11,859	0
NET CASH USED IN INVESTNG ACTIVITIES OF CONTINUING OPERATIONS	5,125	(120,645)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from share issuance	724,000	0
Repayment of convertible note payable	(1,425,000)	(100,000)
NET CASH PROVIDED BY FINANCING ACTIVITIES OF CONTINUING OPERATIONS	(701,000)	(100,000)
CASH FLOW PROVIDED BY (USED IN) DISCONTINUED OPERATIONS
Net cash provided by operating activities	0	(284,696)
Net cash used in investing activities	0	(226,422)
Foreign currency translation from discontinued operation	0	(5,754)
NET CASH FLOW FOR THE PERIOD PROVIDED BY (USED IN) DISCONTINUED OPERATION	0	(516,872)
NET INCREASE IN CASH	38,160	42,126
Cash balance at beginning of period	750,886	708,760
Cash balance at end of period	789,046	750,886
Summary of non-cash transactions:
Shares issued for settlement payment	$ 3,746	$ 0

1. Organization and Description

1. Organization and Description of Business	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 1 - Organization and Description of Business	Overview 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. CBAI and its subsidiaries engage in the following business activities: ● CBAI and Cord specialize 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. ● Properties was formed to hold corporate trademarks and other intellectual property. In September 2010, CBAI purchased a majority interest in Biocordcell Argentina S.A. (BioCells), a company providing private cord blood processing and storage services to families in Argentina, Uruguay and Paraguay. On September 29, 2014, the Company sold its ownership interest in BioCells to Diego Rissola, who is the current President and Chairman of the Board of BioCells. In conjunction with the disposition of BioCells, the gain on the sale and results of historical operations are recorded as discontinued operations in the Company’s Consolidated Statements of Operations for the year ended December 31, 2014. Additionally, the cash flows from BioCells are reflected separately as cash flows from discontinued operations in the Company’s Consolidated Statement of Cash Flows.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 2 - Summary of Significant Accounting Policies	Basis of Consolidation The consolidated financial statements include the accounts of CBAI and its wholly-owned and majority-owned subsidiaries, Cord and Biocordcell Argentina S.A. All significant inter-company balances and transactions have been eliminated upon consolidation. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. Cash Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less at the time of purchase. The company maintains cash and cash equivalents at several financial institutions. Accounts Receivable Accounts receivable consist of the amounts due for facilitating the processing and storage of umbilical cord blood and cord tissue, and birth tissue procurement services. Accounts receivable relating to deferred revenues are netted against deferred revenue for presentation purposes. The allowance for doubtful accounts is estimated based upon historical experience. The allowance is reviewed quarterly and adjusted for accounts deemed uncollectible by management. Amounts are written off when all collection efforts have failed. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Routine maintenance and repairs are charged to expense as incurred while major replacement and improvements are capitalized as additions to the related assets. Sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the related asset and accumulated depreciation accounts with any gain or loss credited or charged to income upon disposition. Intangible Assets Intangible assets consist primarily of customer contracts and relationships as part of the acquisition of the CorCell and CureSource assets in 2007. During 2011 the Company also foreclosed and acquired assets from NeoCells, a subsidiary of ViviCells, as satisfaction of outstanding receivables from Vivicells. Intangible assets are stated at cost. Amortization of intangible assets is computed using the sum of the years’ digits method, over an estimated useful life of 18 years. Amortization expense for the years ended December 31, 2015 and 2014 was $345,348 and $377,443 respectively. Impairment of Long-Lived Assets Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. The Company reviews goodwill for impairment at least annually or whenever events or circumstances are more likely than not to reduce the fair value of goodwill below its carrying amount. Inventory Inventory, comprised principally of finished goods, is stated at the lower of cost or market using the first-in, first-out (“FIFO”) method. This policy requires the Company to make estimates regarding the market value of our inventory, including an assessment of excess or obsolete inventory. The Company determines excess and obsolete inventory based on an estimate of the future demand and estimated selling prices for its products. Loans Receivable Loan receivable consist the loans due from Biocordcell and Banco Vida (Note 6). The loans receivable are recorded at carrying-value on the financial statements. The allowance for doubtful accounts for the loans receivable is estimated based upon management’s estimation on collectability. As of December 31, 2015 and 2014, the Company recorded $0 and $25,000 in allowance for doubtful accounts on loans receivable. For loan receivable from Biocordcell, Since the Company agreed to finance the sale of the share in Biocordcell at no stated interest, in accordance with ASC 500, the interest method was applied using a 6% borrowing rate. The Company recorded an unamortized discount based on the 6% borrowing rate and the discount amortized throughout the life of the loan. Deferred Revenue Deferred revenue consists of payments for enrollment in the program and processing of umbilical cord blood and cord tissue by customers whose samples have not yet been collected, as well as the pro-rata share of annual storage fees for customers whose samples were stored during the year. Valuation of Derivative Instruments ASC 815-40 (formerly SFAS No. 133 "Accounting for derivative instruments and hedging activities"), requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with ASC 815-40-15 (formerly EITF 00-19 "Accounting for derivative financial instruments indexed to, and potentially settled in, a company's own stock") to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Binomial option pricing formula and present value pricing. At December 31, 2015 and 2014, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its consolidated statement of operations and comprehensive loss. Revenue Recognition CBAI recognizes revenue under the provisions of ASC 605-25 (previously Staff Accounting Bulletin 104 “Revenue Recognition”). CBAI provides a combination of products and services to customers. This combination arrangement is evaluated under ASC 605-25-25 (previously Emerging Issues Task Force Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables"). ASC 605-25-25 addresses certain aspects of accounting for arrangements under multiple revenue generating activities. Cord and Bio recognize revenue from both enrollment fees and processing fees upon the completion of processing while revenue from storage fees are recognized ratably over the contractual storage period. Franchise revenues are recognized in accordance with ASC 952-605-3, according to requirements for recognizing franchise revenues after “franchise agreement” services are completed and substantially performed. Further, in accordance with ASC 952-605-25-7, the installment or cost recovery accounting method is used to account for franchise fee revenue only in those exceptional cases when revenue is collectible over an extended period and no reasonable basis exists for estimated collectability. During the year ended December 31, 2015, the Company did not recognize any franchise revenues. Cost of Services Costs are incurred as umbilical cord blood, cord tissue and birth tissue are collected. For Cord and/or Bio these costs include the transportation of the umbilical cord blood, cord tissue and birthing tissue from the hospital, direct material plus labor costs for processing and cryogenic storage, collection kit materials and allocated rent, utility and general administrative expenses. The Company expenses costs in the period incurred. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that included the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the portion of tax benefits that more likely than not will not be realized. There was a valuation allowance equal to 100% of deferred tax assets as of December 31, 2014 and 2015. The Company follows guidance issued by the FASB with regard to its accounting for uncertainty in income taxes recognized in the financial statements. Such guidance prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the years ended December 31, 2015 and 2014. The Company files income tax returns with the Internal Revenue Service (“IRS”) and various state jurisdictions. For jurisdictions in which tax filings are prepared, the Company is no longer subject to income tax examinations by state tax authorities for years through 2007 and by the IRS for years through 2008. Accounting for Stock Option Plan The Company’s share-based employee compensation plans are described in Note 9. On January 1, 2006, the Company adopted the provisions of ASC 718 , “Accounting for Stock-based Compensation (Revised 2004)” (“123(R)”), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options. Earnings Per Share Basic earnings per share (EPS) is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding. Diluted EPS is similar to basic EPS except that the weighted average number of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been exercised. The diluted weighted average common shares outstanding are 1,464,460,742 and 895,106,775 as of December 31, 2015 and 2014, respectively. Concentration of Risk Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet their contractual obligations to be similarly affected by changes in economic or other conditions described below. Relationships and agreements which could potentially expose the Company to concentrations of credit risk consist of the use of one source for the processing and storage of all umbilical cord blood and one source for the development and maintenance of a website. The Company believes that alternative sources are available for each of these concentrations. Financial instruments that subject the Company to credit risk could consist of cash balances maintained in excess of federal depository insurance limits. The Company maintains its cash and cash equivalent balances with high credit quality financial institutions. At times, cash and cash equivalent balances may be in excess of Federal Deposit Insurance Corporation limits. To date, the Company has not experienced any such losses. Fair Value Measurements Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs, as defined by ASC 820-10, are as follows: ● Level 1 – quoted prices in active markets for identical assets or liabilities. ● Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. ● Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. The following table summarizes fair value measurements by level at December 31, 2015 for assets and liabilities measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Total Cash $ 789,046 $ -- $ -- $ 789,046 Derivative liability -- -- (437,503 ) (437,503 ) Derivative liability was valued under the Binomial model with the following assumptions: Risk free interest rate 0.12% to 0.63% Expected life 0 to 1.75 years Dividend Yield 0% Volatility 0% to 103% The following table summarizes fair value measurements by level at December 31, 2014 for assets and liabilities measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Total Cash $ 750,886 $ -- $ -- $ 750,886 Derivative liability -- -- (1,031,630 ) (1,031,630 ) Derivative liability was valued under the Binomial model, with the following assumptions: Risk free interest rate 0.12% to 0.51% Expected life 0 to 3 years Dividend Yield 0% Volatility 0% to 103% For certain of the Company’s financial instruments, including cash, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses, and deferred revenues, the carrying amounts approximate fair value due to their short maturities. The carrying amounts of the Company’s notes receivable and notes payable approximates fair value based on the prevailing interest rates. 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. Property and Equipment

3. Property and Equipment	12 Months Ended
	Dec. 31, 2015
Property And Equipment
NOTE 3 - Property and Equipment	At December 31, 2015 and 2014, property and equipment consists of: Useful Life (Years) 2015 2014 Furniture and fixtures 1-5 $ 23,030 $ 23,030 Computer equipment 5 217,364 208,116 Laboratory Equipment 1-5 100,844 73,602 Freezer equipment 7-15 370,424 362,830 Leasehold Improvements 5 102,862 100,212 814,524 767,790 Less: accumulated depreciation and amortization (695,335 ) (640,772 ) $ 119,189 $ 127,018 For the years ended December 31, 2015 and 2014, depreciation expense totaled $54,562 and $97,058 respectively.

4. Discontinued Operations

4. Discontinued Operations	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 4 - Discontinued Operations	On September 29, 2014, the Company closed a transaction whereby it sold its ownership stake in BioCells, amounting to 50.004% of the outstanding shares of BioCells to Diego Rissola, who is the current President and Chairman of the Board of BioCells and a shareholder prior to the transaction. Under the Agreement, the Purchaser is obligated to pay the total amount of $705,000. Three payments were due by March 1, 2015, in the amounts of $5,000, $10,000 and $15,000, Pursuant to the Agreement, the Shares are pledged by the Purchaser in favor of the Company to secure the Purchaser’s performance under the Agreement, as are an additional 4,503 Class B shares held by the Purchaser. In conjunction with the disposition of BioCells, the gain on the sale and results of historical operations are recorded as discontinued operations in the Company’s Consolidated Statement of Operations and reflect a gain in the amount of $769,841. Additionally, the cash flows from BioCells are reflected separately as cash flows from discontinued operations in the Company’s Consolidated Statement of Cash Flows in the amount used of $516,872. A summary of certain assets and liabilities disposed of or discharged directly or indirectly in connection with this transaction as of September 30, 2014 was as follows: Cash $ 37,432 Accounts receivable 142,510 Other current assets 104,388 Prepaid expenses 275,866 Total current assets 560,196 Property and equipment, net of accumulated depreciation 520,744 Customer contracts and relationships, net of amortization 1,019,147 Other assets 24,041 Goodwill 244,053 Total assets $ 2,368,181 Accounts payable $ 213,054 Accrued expenses 1,082,542 Deferred revenue 1,192,008 Total liabilities $ 2,487,604 The gain on sale of BioCells reported during the period was determined as follows: Receivable from sale of BioCells $ 705,000 Unamortized discount on receivable (215,991 ) Receivable, net of discount 489,009 Net assets (119,423 ) Non-controlling interest 188,018 Comprehensive loss (349,018 ) Subtotal of disposal from sale of BioCells (280,832 ) Net gain on sale of BioCells $ 769,841

5. Notes and Loans Payable, and

5. Notes and Loans Payable, and Derivative Liabilities	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 5 - Notes and Loans Payable, and Derivative Liabilities	At December 31, 2015 and December 31, 2014, notes and loans payable consist of: December 31, 2015 December 31, 2014 Secured Convertible Promissory Note to Tonaquint, Inc. 7.5% per annum; due on or before September 17, 2018. 975,000 2,400,000 Less: Unamortized Discount (273,185) (1,051,085) $ 701,815 $ 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 amount of the monthly payments is $100,000 (the “Installment Amount”); provided, however, that if the remaining amount owing under the Company Note as of the applicable Installment Date (defined in the Company Note) is less than $100,000, then the Installment Amount for such Installment Date shall be equal to the outstanding amount. The Company may prepay any or all of the outstanding amount of the Company Note at any time, without penalty. In the event the Company prepays an amount that is less than the outstanding amount, then the prepayment amount shall be applied to the next Installment Amount(s) due under the Company Note. For each monthly payment, the Company may elect to designate all or any portion of the Installment Amount then due as a conversion eligible amount (hereafter “Conversion Eligible Amount”); provided that the total outstanding Conversion Eligible Amount that has not been converted by Tonaquint, as set forth below, at any given time may not exceed one hundred thousand dollars ($100,000) without Tonaquint’s prior written consent and subject to additional restrictions set forth in the Company Note. In the event the Company designates any portion of any monthly payment amount as a Conversion Eligible Amount, the applicable monthly payment shall be reduced by an amount equal to the portion thereof designated as a Conversion Eligible Amount. The Conversion Eligible Amount shall continue to be included in and be deemed to be a part of the Outstanding Balance (defined in the Company Note) of the Company Note unless and until such amount is either paid in cash by the Company or converted into Common Stock by Tonaquint. The Company may pay the Conversion Eligible Amount in cash, provided that no prepayments of cash shall reduce the Conversion Eligible Amount until the Outstanding Balance is equal to or less than the Conversion Eligible Amount. Once the Company has designated amounts as Conversion Eligible Amount, Tonaquint may convert all or any portion of that amount into shares of the Company's Common Stock. In the event of a conversion by Tonaquint of a Conversion Eligible Amount, the number of Common Stock shares delivered to Tonaquint upon conversion will be calculated by dividing the amount of the Company Note that is being converted by 70% of the average of the three (3) lowest Closing Bid Prices of the Common Stock (as defined in the Company Note) in the twenty (20) Trading Days immediately preceding the applicable Conversion. The Company records debt discounts in connection with the issuance of convertible debt and the initial valuation of the derivative liability. The discounts are amortized to non cash interest expense over the life of the debt. The Company Note has an interest rate of 7.5%, compounding daily, which would increase to a rate of 15.0% on the happening of certain Events of Default (defined in the Company Note) that are not considered a Payment Default (defined in the Company Note), provided that the Company may cure the default in accordance with and subject to the terms set forth in the Company Note. Where a Payment Default occurs, including where (i) Borrower shall fail to pay any principal, interest, fees, charges, or any other amount when due and payable under that Company Note; or (ii) Borrower shall fail to deliver any Conversion Shares in accordance with the terms of the Company Note, late fees shall accrue as set forth in the Company Note, and in addition, the Company shall have ninety (90) days from delivery of notice of default from Tonaquint to cure the default, as set forth in more detail in the Company Note. If the Company fails to cure the Payment Default, Tonaquint may accelerate the Company Note by written notice to the Company, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount (defined in the Company Note) equal to (i) the Outstanding Balance as of the date of acceleration (which Outstanding Balance, for the avoidance of doubt, will include all Late Fees that accrue until any applicable Payment Default is cured) multiplied by (ii) two hundred fifty percent (250%), along with other remedies, as set forth in the Company Note. The Company Note, as well as a First Amendment to Security Agreement, which amended the Security Agreement entered as part of the June 2012 Tonaquint Transaction and Consent to Entry of Judgment by Confession, along with a First Amendment to Guaranty executed by all wholly owned subsidiaries of the Company, which amended the Amendment to Guaranty that was entered as part of June 2012 Tonaquint Transaction were each delivered along with the Settlement Agreement (collectively the "Transaction Documents"). The Transaction Documents contain representations and warranties of the Company and Tonaquint that are customary for transactions of this kind . As of December 31, 2014, the principal balance on the Tonaquint note was $2,400,000, and there was $7,156 of accrued interest. As of December 31, 2015, the principal balance on the Tonaquint note was $975,000, and there was $128,607 of accrued interest.

6. Investment and Notes Receiva

6. Investment and Notes Receivable, Related Parties	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 6 - Investment and Notes Receivable, Related Parties	At December 31, 2015 and 2014, notes receivable consist of: 2015 2014 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. $ 63,141 $ 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. 660,000 700,000 Unamortized discount on BioCells note receivable (195,336 ) (215,991) Allowance of doubtful accounts on BioCells note receivable -- (25,000) $ 527,805 $ 534,009 Under the Agreement with Purchaser of BioCells, BioCells is to make payments as follows: $5,000 on or before October 12, 2014 (amount paid in 2014); $10,000 on or before December 1, 2014 (amount paid in 2015); $15,000 on or before March 1, 2015 (amount paid in 2015); $15,000 on or before June 1, 2015 (amount paid in 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. As of December 31, 2015, the Purchaser is current on all payments. This loan receivable is secured, non-interest bearing, and subject to a 6% discount rate. As of December 31, 2014, the receivable has a balance of $489,009, net of unamortized discount of $215,991 and allowance of doubtful accounts of $25,000. As of December 31, 2015, the receivable has a balance of $464,664, net of unamortized discount of $195,336 and allowance of doubtful accounts of $0. The Purchaser is current with payments as of December 31, 2015. The Company incurred interest income from the amortized discount of $20,655 and $0 during the years ended December 31, 2015 and 2014, respectively.

7. Commitments and Contingencie

7. Commitments and Contingencies	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 7 - Commitments and Contingencies	VidaPlus On January 24, 2011, the Company entered into a Stock Purchase Agreement to acquire up to 51% of the capital stock in VidaPlus, an umbilical cord processing and storage company headquartered in Madrid, Spain. The Agreement is organized into three tranches; the first executed at closing with an initial investment of approximately $204,000 (150,000 Euro) for an amount equivalent to 7% as follows; 1% of share capital in initial equity or approximately $30,000 and 6% or an estimated $174,000 as a loan convertible into equity within 12 months of closing. The initial investment was secured by a Pledge Agreement on 270 VidaPlus samples that are incurring annual storage fees. The second tranche provides the opportunity for an additional 28% in share capital through monthly investments based on the number of samples processed in that month (up to a maximum of 550,000 EUR). In connection with Tranche 2, the Company has loaned VidaPlus $246,525 to date. Converting the investment from a loan into equity will take place within 24 months of the date the amount of shares due to the Company pursuant to the second tranche is calculated. The third tranche follows a similar loan to equity agreement as tranche two but for an additional 16% equity at the option of the Company (up to a maximum of 550,000 EUR). VidaPlus contracts through Stellacure and their relationship with the German Red Cross for their processing and storage. In connection with the VidaPlus Stock Purchase Agreement entered into on January 24, 2011, the Company is obligated to make monthly loans to VidaPlus based on the number of new samples processed and up to a maximum of 550,000 Euro for each of Tranche 2 and 3 of the Agreement. Tranche 2 did contain provisions that provided the Company an option to discontinue funding if certain performance targets were not met. In January 2012, the Company exercised its right to convert its Tranche 1 loan into 6% of the outstanding shares of VidaPlus, and as a result, the Company owned a total of 7% of the outstanding shares. At the time of the equity conversion, the Company no longer maintained its Pledge on the 270 VidaPlus samples associated with Tranche 1; however, the Company maintained a liquidation preference in VidaPlus over the money invested by the Company in VidaPlus. Additionally, the Company declined to make any further investment (loan or otherwise) to VidaPlus under whether Tranche 2, Tranche 3 or otherwise. CBAI holds a pledge over the umbilical cord blood maintenance and storage contracts between VidaPlus and certain of its customers, and all rights contained therein, including but not limited to the rights to administer those contracts and the rights to collect the revenues derived from those contracts, for 328 samples. CBAI holds that pledge until such time as it converts the monies paid to VidaPlus under Tranche 2 of the Stock Purchase Agreement into equity into VidaPlus, in accordance with the formulas set forth in the Stock Purchase Agreement. CBAI must make that conversion within two years of when the calculation was made as to the amount of shares to which CBAI is entitled pursuant to Tranche 2, which means that such conversion shall take place around or before February 2014. CBAI also holds a liquidation preference in VidaPlus for the money the Company invested in VidaPlus. On February 14, 2014, CBAI delivered to VidaPlus its election to convert its loan under Tranche 2 into shares of stock in VidaPlus, including Anti-Dilution shares. The Company is entitled to an additional ownership stake of approximately 2.24% in connection with the forgoing, bringing its total ownership percentage to approximately 9.24% Patent License Agreement PharmaStem Therapeutics claims to hold certain patents relating to the storage, expansion and use of hematopoietic stem cells. In the past several years, PharmaStem has commenced suit against numerous companies involved in cord blood collection and preservation alleging infringement of its patents. In October 2003, after a jury trial, judgment was entered against certain of our competitors and in favor of PharmaStem in one of those suits. In February 2004, PharmaStem commenced suit against Cord Partners and certain of its competitors alleging infringement of its patents. Management of Cord Partners determined to settle, rather than to litigate, this matter. As a result, PharmaStem and Cord Partners entered into a Patent License Agreement in March 2004. Pursuant to the Patent License Agreement, Cord Partners could, on a non-exclusive basis, collect, process and store cord blood utilizing PharmaStem’s claimed technology and processes allegedly covered by its patents for so long as the patents may remain in effect. Most of the patents at issue expired in 2010. PharmaStem could claim, arguendo As of September 30, 2015, the Company made a one-time adjustment of the previously held amount of approximately $226,000 in accounts payable and $120,000 in accrued expenses, to its income statement as a gain on a settlement payable of $346,269. Contingencies Employment 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 Amended Employment Agreements Effective April 9, 2015, the Company entered into an Amendment to Executive Employment Agreement with Stephen Morgan amending his employment agreement, such that Mr. Morgan no longer has the option, in his sole discretion, to receive his salary and bonus amounts in the form of Company stock, rather than cash. Mr. Morgan and the Company entered into a Second Amendment to Employment Agreement effective February 12, 2016, as set forth in Note 14. Subsequent Events. 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 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. Effective April 9, 2015, the Company entered into an Amendment to Executive Employment Agreement with Mr. Vicente amending his employment agreement, such that Mr. Vicente no longer had the option, in his sole discretion, to receive his salary and bonus amounts in the form of Company stock, rather than cash. Mr. Vicente and the Company entered into a Mutual Separation Agreement effective February 12, 2016, as set forth in Note 14. Subsequent Events. 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 Commitments for future minimum rental payments, by year, and in the aggregate, to be paid under such operating lease as of December 31, 2015, are as follows: Rent to be paid 2016 184,243 2017 188,600 2018 193,088 2019 147,397 Total $ 713,328 Convertible Promissory Note to Tonaquint Commitments for future minimum principal payments, by year, and in the aggregate, to be paid under such convertible note as of December 31, 2015, are as follows: Principal to be paid 2016 500,000 2017 475,000 Total $ 975,000

8. Related Party Transactions a

8. Related Party Transactions and Commitments	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 8 - Related Party Transactions and Commitments	Related Party Transactions China Stem Cells, Ltd. In March of 2010 the Company acquired pursuant to a License Agreement, a 10% non dilutable interest in what became, in December 2010, China Stem Cells, Ltd., a Cayman Islands Company (hereinafter "Cayman"), which indirectly holds a 100% capital interest in AXM Shenyang, a company organized to conduct a Stem Cell Storage Business in China. In exchange for issuance of an equity interest in Cayman, under the terms of the Transfer of Technology Agreement the Company agreed to provide technology transfer, knowhow and training in the setup, marketing and operation of the China Stem Cell Storage business. In connection with the License Agreement, the Company is to receive royalties equal to 8.5% of "Net Revenues" realized from the China Stem Cell Storage business, over the 15 year term of the agreement, with certain minimum annual royalties’ payable beginning in 2011. The Company has not been paid any royalty balance due to date, and it remains doubtful that any such royalties will be collected. In December of 2010 the Company also acquired the option to provide up to $750,000 of additional capital funding to Cayman through the purchase of Cayman Secured Convertible Promissory Notes and attached Cayman Warrants to acquire its Common Stock. Other Cayman shareholders were granted similar options, with the intent of raising the aggregate up to $1.5 million in additional capital for Cayman and its subsidiaries. CBAI has exercised this option in part, provided a total of $400,000 in additional capital to Cayman, and is to receive Cayman Secured Convertible Promissory Notes for this sum along with 80 Cayman (TBD) Warrants. The Secured Convertible Promissory Notes are convertible into Cayman stock at a conversion price of $1,500 per share, subject to certain adjustments. The Warrants have a five year term and are exercisable at an option exercise price of $0.05 per share per share, subject to certain adjustments. The Company has recorded a reserve for the entire carrying amount of the receivable, including interest. The Company’s current President, Joseph Vicente was appointed as a Director of China Stem Cells Ltd. in July 2012. VidaPlus The Company holds approximately 9.24% of the outstanding shares of VidaPlus, and has a balance of convertible loans receivable amounting to $246,525. During the year ended December 31, 2012, the Company reviewed the recoverability of the equity investment and loans receivable and the carrying amount exceeds the fair value of the investment as a result of recurring and continued operating losses at VidaPlus. Fair value of the loans receivable is determined based on the discounted future net cash flows expected to be generated by assets pledged against the loans. The Company recorded an impairment of 100% of the book value of the equity investment and convertible loan receivable.

9. Stock Option Plan

9. Stock Option Plan	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 9 - Stock Option Plan	Stock Option Plan The Company's Stock Option Plan permits the granting of stock options to its employees, directors, consultants and independent contractors for up to 8.0 million shares of its common stock. The Company believes that such awards encourage employees to remain employed by the Company and also to attract persons of exceptional ability to become employees of the Company. On July 13, 2009, the Company registered its 2009 Flexible Stock Plan, which increases the total shares available to 4 million common shares. The agreement allows the Company to issue either stock options or common shares from this Plan. On June 3, 2011, the Company registered its 2011 Flexible Stock Option plan, and reserved 1,000,000 shares of the Company's common stock for future issuance under the Plan. The Company canceled the Company's 2010 Flexible Stock Plan, and returned 501,991 reserved but unused common shares back to its treasury. Stock options that vest at the end of a one-year period are amortized over the vesting period using the straight-line method. For stock options awarded using graded vesting, the expense is recorded at the beginning of each year in which a percentage of the options vests. The Company did not issue any stock options for the years ended December 31, 2015 and 2014. The Company’s stock option activity was as follows Stock Options Weighted Average Exercise Price Weighted Avg. Contractual Remaining Life Outstanding, December 31, 2013 5,570,830 1.01 4.51 Granted - - - Exercised - - - Forfeited/Expired 464,055 - - Outstanding, December 31, 2014 5,106,775 1.01 4.41 Granted - - - Exercised - - - Forfeited/Expired 497,411 - - Outstanding, December 31, 2015 4,609,364 0.67 3.87 Exercisable at December 31, 2015 4,609,364 0.67 3.87 The following table summarizes significant ranges of outstanding stock options under the stock option plan at December 31, 2014: Range of Exercise Prices Number of Options Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Options Exercisable Weighted Average Exercise Price $ 0.33 — 20.00 4,609,364 3.87 $ 0.67 4,609,364 $ 0.67 $ 21.00 — 30.00 - - - - - $ 31.00— 51.00 - - - - - 4,609,364 3.87 $ 0.67 4,609,364 $ 0.67

10. Warrant Agreements

10. Warrant Agreements	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 10 - 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. There are no warrants outstanding and exercisable at December 31, 2015 and 2014.

11. Income Taxes

11. Income Taxes	12 Months Ended
	Dec. 31, 2015
Income Taxes
NOTE 11 - Income Taxes	As of December 31, 2015, the Company had net operating gain of $685,970. Future tax benefits for Cord Blood America which may arise as a result of these gains have not been recognized in these consolidated financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carryforwards. Tax Loss (Gain) Deferred Assets Net income (loss) 437,935 153,277 NOL at December 31, 2014 (42,827,184 ) (14,989,514 ) Bad debt expense 59,311 20,759 Accounts payable 152,804 53,481 Accrued expenses 240,940 71,729 Deferred revenue 1,601,432 560,501 Accounts receivable (349,859 ) (122,451 ) Prepaid expense (151,874 ) (53,156 ) Stock-based compensation (3,649 ) (1,277 ) Meal & ent (50% of $17,746) 8,873 3,106 Tax loss (gain) as of December 31, 2015 (40,867,271 ) (14,303,545 )

12. Stockholder's Equity

12. Stockholder's Equity	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 12 - Stockholder's Equity	Preferred Stock The Company has 5,000,000 shares of $.0001 par value preferred stock authorized. The Company issued 724,000 shares of Series A Convertible Preferred Stock in connection with the Red Oak investment of cash proceeds of $724,000 in accordance with the Agreement set forth in detail in Item 1. On May 7, 2015, per the terms of the Red Oak Agreement, the 724,000 shares of Preferred Stock held by Red Oak automatically converted into 381,052,632 common shares of the Company equivalent to 29.98% ownership in the Company. Common Stock On May 7, 2015, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the authorized common stock to 2,890,000,000 shares, par value $0.0001, up from 890,000,000. This amendment was adopted by the Company’s Board of Directors on January 21, 2015. During the year ended December 31, 2014, the Company did not issue any shares of common stock and had 890,000,000 shares of Common Stock outstanding. 20,000 shares remain in the Company's treasury. During the year ended December 31, 2015, the Company issued 381,052,632 shares of common stock to Red Oak as described above under the heading Preferred Stock. During the year ended December 31, 2015, the Company issued 1,013,514 shares of common stock to employees as employee compensation fair value at $3,746. As of December 31, 2015, the Company had 1,272,066,146 shares outstanding. 20,000 shares remain in the Company’s treasury.

13. Legal Proceedings

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

14. Subsequent Events

14. Subsequent Events	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 14 - Subsequent Events	Banco Vida Loan As of March 15, 2016, Cord Blood Caribbean, Inc. d/b/a Banco Vida paid the entirety of the remaining amount owed to the Company pursuant to the Secured Promissory Note that was entered into and effective as of August 1, 2014 such that there is no remaining balance on that loan. Change in Officers and Directors Joseph Vicente and the Company reached a mutual separation pursuant to which Mr. Vicente stepped down as President of the Company and as a member of the Board, effective February 12, 2016. Stephen Morgan, Vice President and General Counsel, has been named interim President of the Company, in addition to his titles as Corporate Secretary and General Counsel, effective that same date. Amendment to Employment Agreement Effective February 12, 2016, the Company entered into a Second Amendment to Executive Employment Agreement with Mr. Morgan (the “Second Amendment”), amending his original, April 1, 2015 employment agreement. The Second Amendment reflects a five thousand dollar ($5,000) increase in Mr. Morgan’s annual salary during the period Mr. Morgan serves as interim President, which period commenced on February 12, 2016 and shall end at any time on three (3) days’ notice by the Company (the “Interim Term”). The Amendment further provides that the increase in Mr. Morgan’s salary shall not be included in any severance calculations, including the severance calculations set forth in Sections 5(e) and 5(f) of his original agreement, and that upon termination of the Interim Term for any reason, Mr. Morgan’s employment, duties and salary shall revert back to what they were prior to the Second Amendment. Separation Agreement Effective February 12, 2016 (the “Separation Date”), the Company entered a Mutual Separation Agreement with Mr. Vicente (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Vicente stepped down from his positions as President and as a member of the Board. Under the Separation Agreement, Mr. Vicente is entitled to receive a severance, payable in equal monthly installments over the twenty four month period post separation, in an amount equal to all compensation paid by the Company to Mr. Vicente for the 24 months preceding the termination, including salary and bonus received by Mr. Vicente. Additionally, the Company will pay for the value of his health insurance premiums, in monthly installments, until the earlier of twenty-four months after the Separation Date or until Mr. Vicente or his dependents become eligible for group health insurance coverage through a new employer. Mr. Vicente is also entitled to payment of his salary through the Separation Date, payment for unused vacation days and payment for any unreimbursed expenses, and a bonus payment for work performed in calendar year 2015, payable within sixty (60) days of the Company completing its fiscal 2015 audit. Mr. Vicente remains subject to the restrictive covenants contained in his January 1, 2015 employment agreement, including a covenant not to compete and a non-solicitation provision, and is subject to additional restrictive covenants in the Separation Agreement.

2. Summary of Significant Acc21

2. Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2015
Summary Of Significant Accounting Policies Policies
Basis of Consolidation	The consolidated financial statements include the accounts of CBAI and its wholly-owned and majority-owned subsidiaries, Cord and Biocordcell Argentina S.A. All significant inter-company balances and transactions have been eliminated upon consolidation.
Estimates	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates.
Cash	Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less at the time of purchase. The company maintains cash and cash equivalents at several financial institutions.
Accounts Receivable	Accounts receivable consist of the amounts due for facilitating the processing and storage of umbilical cord blood and cord tissue, and birth tissue procurement services. Accounts receivable relating to deferred revenues are netted against deferred revenue for presentation purposes. The allowance for doubtful accounts is estimated based upon historical experience. The allowance is reviewed quarterly and adjusted for accounts deemed uncollectible by management. Amounts are written off when all collection efforts have failed.
Property and Equipment	Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Routine maintenance and repairs are charged to expense as incurred while major replacement and improvements are capitalized as additions to the related assets. Sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the related asset and accumulated depreciation accounts with any gain or loss credited or charged to income upon disposition.
Intangible Assets	Intangible assets consist primarily of customer contracts and relationships as part of the acquisition of the CorCell and CureSource assets in 2007. During 2011 the Company also foreclosed and acquired assets from NeoCells, a subsidiary of ViviCells, as satisfaction of outstanding receivables from Vivicells. Intangible assets are stated at cost. Amortization of intangible assets is computed using the sum of the years’ digits method, over an estimated useful life of 18 years. Amortization expense for the years ended December 31, 2015 and 2014 was $345,348 and $377,443 respectively.
Impairment of Long-Lived Assets	Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. The Company reviews goodwill for impairment at least annually or whenever events or circumstances are more likely than not to reduce the fair value of goodwill below its carrying amount.
Inventory	Inventory, comprised principally of finished goods, is stated at the lower of cost or market using the first-in, first-out (“FIFO”) method. This policy requires the Company to make estimates regarding the market value of our inventory, including an assessment of excess or obsolete inventory. The Company determines excess and obsolete inventory based on an estimate of the future demand and estimated selling prices for its products.
Loans Receivable	Loan receivable consist the loans due from Biocordcell and Banco Vida (Note 6). The loans receivable are recorded at carrying-value on the financial statements. The allowance for doubtful accounts for the loans receivable is estimated based upon management’s estimation on collectability. As of December 31, 2015 and 2014, the Company recorded $0 and $25,000 in allowance for doubtful accounts on loans receivable. For loan receivable from Biocordcell, Since the Company agreed to finance the sale of the share in Biocordcell at no stated interest, in accordance with ASC 500, the interest method was applied using a 6% borrowing rate. The Company recorded an unamortized discount based on the 6% borrowing rate and the discount amortized throughout the life of the loan.
Deferred Revenue	Deferred revenue consists of payments for enrollment in the program and processing of umbilical cord blood and cord tissue by customers whose samples have not yet been collected, as well as the pro-rata share of annual storage fees for customers whose samples were stored during the year.
Valuation of Derivative Instruments	ASC 815-40 (formerly SFAS No. 133 "Accounting for derivative instruments and hedging activities"), requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with ASC 815-40-15 (formerly EITF 00-19 "Accounting for derivative financial instruments indexed to, and potentially settled in, a company's own stock") to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Binomial option pricing formula and present value pricing. At December 31, 2015 and 2014, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its consolidated statement of operations and comprehensive loss.
Revenue Recognition	CBAI recognizes revenue under the provisions of ASC 605-25 (previously Staff Accounting Bulletin 104 “Revenue Recognition”). CBAI provides a combination of products and services to customers. This combination arrangement is evaluated under ASC 605-25-25 (previously Emerging Issues Task Force Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables"). ASC 605-25-25 addresses certain aspects of accounting for arrangements under multiple revenue generating activities. Cord and Bio recognize revenue from both enrollment fees and processing fees upon the completion of processing while revenue from storage fees are recognized ratably over the contractual storage period. Franchise revenues are recognized in accordance with ASC 952-605-3, according to requirements for recognizing franchise revenues after “franchise agreement” services are completed and substantially performed. Further, in accordance with ASC 952-605-25-7, the installment or cost recovery accounting method is used to account for franchise fee revenue only in those exceptional cases when revenue is collectible over an extended period and no reasonable basis exists for estimated collectability. During the year ended December 31, 2015, the Company did not recognize any franchise revenues.
Cost of Services	Costs are incurred as umbilical cord blood, cord tissue and birth tissue are collected. For Cord and/or Bio these costs include the transportation of the umbilical cord blood, cord tissue and birthing tissue from the hospital, direct material plus labor costs for processing and cryogenic storage, collection kit materials and allocated rent, utility and general administrative expenses. The Company expenses costs in the period incurred.
Income Taxes	The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that included the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the portion of tax benefits that more likely than not will not be realized. There was a valuation allowance equal to 100% of deferred tax assets as of December 31, 2014 and 2015. The Company follows guidance issued by the FASB with regard to its accounting for uncertainty in income taxes recognized in the financial statements. Such guidance prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the years ended December 31, 2015 and 2014. The Company files income tax returns with the Internal Revenue Service (“IRS”) and various state jurisdictions. For jurisdictions in which tax filings are prepared, the Company is no longer subject to income tax examinations by state tax authorities for years through 2007 and by the IRS for years through 2008.
Accounting for Stock Option Plan	The Company’s share-based employee compensation plans are described in Note 9. On January 1, 2006, the Company adopted the provisions of ASC 718 , “Accounting for Stock-based Compensation (Revised 2004)” (“123(R)”), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options.
Earnings (Loss) Per Share	Basic earnings per share (EPS) is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding. Diluted EPS is similar to basic EPS except that the weighted average number of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been exercised. The diluted weighted average common shares outstanding are 1,464,460,742 and 895,106,775 as of December 31, 2015 and 2014, respectively.
Concentration of Risk	Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet their contractual obligations to be similarly affected by changes in economic or other conditions described below. Relationships and agreements which could potentially expose the Company to concentrations of credit risk consist of the use of one source for the processing and storage of all umbilical cord blood and one source for the development and maintenance of a website. The Company believes that alternative sources are available for each of these concentrations. Financial instruments that subject the Company to credit risk could consist of cash balances maintained in excess of federal depository insurance limits. The Company maintains its cash and cash equivalent balances with high credit quality financial institutions. At times, cash and cash equivalent balances may be in excess of Federal Deposit Insurance Corporation limits. To date, the Company has not experienced any such losses.
Fair Value Measurements	Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs, as defined by ASC 820-10, are as follows: ● Level 1 – quoted prices in active markets for identical assets or liabilities. ● Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. ● Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. The following table summarizes fair value measurements by level at December 31, 2015 for assets and liabilities measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Total Cash $ 789,046 $ -- $ -- $ 789,046 Derivative liability -- -- (437,503 ) (437,503 ) Derivative liability was valued under the Binomial model with the following assumptions: Risk free interest rate 0.12% to 0.63% Expected life 0 to 1.75 years Dividend Yield 0 % Volatility 0% to 103% The following table summarizes fair value measurements by level at December 31, 2014 for assets and liabilities measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Total Cash $ 750,886 $ -- $ -- $ 750,886 Derivative liability -- -- (1,031,630 ) (1,031,630 ) Derivative liability was valued under the Binomial model, with the following assumptions: Risk free interest rate 0.12% to 0.51% Expected life 0 to 3 years Dividend Yield 0 % Volatility 0% to 103% For certain of the Company’s financial instruments, including cash, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses, and deferred revenues, the carrying amounts approximate fair value due to their short maturities. The carrying amounts of the Company’s notes receivable and notes payable approximates fair value based on the prevailing interest rates.
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 Acc22

2. Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 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 December 31, 2015 for assets and liabilities measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Total Cash $ 789,046 $ -- $ -- $ 789,046 Derivative liability -- -- (437,503 ) (437,503 ) The following table summarizes fair value measurements by level at December 31, 2014 for assets and liabilities measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Total Cash $ 750,886 $ -- $ -- $ 750,886 Derivative liability -- -- (1,031,630 ) (1,031,630 )
Derivative liability assumptions	Derivative liability was valued under the Binomial model with the following assumptions: Risk free interest rate 0.12% to 0.63% Expected life 0 to 1.75 years Dividend Yield 0% Volatility 0% to 103% Derivative liability was valued under the Binomial model, with the following assumptions: Risk free interest rate 0.12% to 0.51% Expected life 0 to 3 years Dividend Yield 0% Volatility 0% to 103%

3. Property And Equipment (Tabl

3. Property And Equipment (Tables)	12 Months Ended
	Dec. 31, 2015
Property And Equipment Tables
Property And Equipment	Useful Life (Years) 2015 2014 Furniture and fixtures 1-5 $ 23,030 $ 23,030 Computer equipment 5 217,364 208,116 Laboratory Equipment 1-5 100,844 73,602 Freezer equipment 7-15 370,424 362,830 Leasehold Improvements 5 102,862 100,212 814,524 767,790 Less: accumulated depreciation and amortization (695,335 ) (640,772 ) $ 119,189 $ 127,018

4. Discontinued Operations (Tab

4. Discontinued Operations (Tables)	12 Months Ended
	Dec. 31, 2015
Discontinued Operations Tables
Discontinued Operations, summary of certain assets and liabilities and gain on sale of BioCell reported	Cash $ 37,432 Accounts receivable 142,510 Other current assets 104,388 Prepaid expenses 275,866 Total current assets 560,196 Property and equipment, net of accumulated depreciation 520,744 Customer contracts and relationships, net of amortization 1,019,147 Other assets 24,041 Goodwill 244,053 Total assets $ 2,368,181 Accounts payable $ 213,054 Accrued expenses 1,082,542 Deferred revenue 1,192,008 Total liabilities $ 2,487,604
Gain on sale from discontinued operations	Receivable from sale of BioCells $ 705,000 Unamortized discount on receivable (215,991 ) Receivable, net of discount 489,009 Net assets (119,423 ) Non-controlling interest 188,018 Comprehensive loss (349,018 ) Subtotal of disposal from sale of BioCells (280,832 ) Net gain on sale of BioCells $ 769,841

5. Notes and Loans Payable, a25

5. Notes and Loans Payable, and Derivative Liabilities (Tables)	12 Months Ended
	Dec. 31, 2015
Notes And Loans Payable And Derivative Liabilities Tables
Notes and Loans Payable, and Derivative Liabilities	December 31, 2015 December 31, 2014 Secured Convertible Promissory Note to Tonaquint, Inc. 7.5% per annum; due on or before September 17, 2018. 975,000 2,400,000 Less: Unamortized Discount (273,185) (1,051,085) $ 701,815 $ 1,348,915

6. Investment and Notes Recei26

6. Investment and Notes Receivable, Related Parties (Tables)	12 Months Ended
	Dec. 31, 2015
Investment And Notes Receivable Related Parties Tables
Notes receivable	2015 2014 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. $ 63,141 $ 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. 660,000 700,000 Unamortized discount on BioCells note receivable (195,336 ) (215,991) Allowance of doubtful accounts on BioCells note receivable -- (25,000) $ 527,805 $ 534,009

7. Commitments and Contingenc27

7. Commitments and Contingencies (Tabels)	12 Months Ended
	Dec. 31, 2015
Commitments And Contingencies Tabels
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 December 31, 2015, are as follows: Rent to be paid 2016 184,243 2017 188,600 2018 193,088 2019 147,397 Total $ 713,328 Convertible Promissory Note to Tonaquint Commitments for future minimum principal payments, by year, and in the aggregate, to be paid under such convertible note as of December 31, 2015, are as follows: Principal to be paid 2016 500,000 2017 475,000 Total $ 975,000
Future minimum principal payments	Principal to be paid 2016 500,000 2017 475,000 Total $ 975,000

9. Stock Option Plan (Tables)

9. Stock Option Plan (Tables)	12 Months Ended
	Dec. 31, 2015
Stock Option Plan Tables
Stock option activity	Stock Options Weighted Average Exercise Price Weighted Avg. Contractual Remaining Life Outstanding, December 31, 2013 5,570,830 1.01 4.51 Granted - - - Exercised - - - Forfeited/Expired 464,055 - - Outstanding, December 31, 2014 5,106,775 1.01 4.41 Granted - - - Exercised - - - Forfeited/Expired 497,411 - - Outstanding, December 31, 2015 4,609,364 0.67 3.87 Exercisable at December 31, 2015 4,609,364 0.67 3.87
Outstanding stock options under the stock option plan	Range of Exercise Prices Number of Options Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Options Exercisable Weighted Average Exercise Price $ 0.33 — 20.00 4,609,364 3.87 $ 0.67 4,609,364 $ 0.67 $ 21.00 — 30.00 - - - - - $ 31.00— 51.00 - - - - - 4,609,364 3.87 $ 0.67 4,609,364 $ 0.67

11. Income Taxes (Tables)

11. Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2015
Income Taxes Tables
Income tax reconciliation	Tax Loss (Gain) Deferred Assets Net income (loss) 437,935 153,277 NOL at December 31, 2014 (42,827,184 ) (14,989,514 ) Bad debt expense 59,311 20,759 Accounts payable 152,804 53,481 Accrued expenses 240,940 71,729 Deferred revenue 1,601,432 560,501 Accounts receivable (349,859 ) (122,451 ) Prepaid expense (151,874 ) (53,156 ) Stock-based compensation (3,649 ) (1,277 ) Meal & ent (50% of $17,746) 8,873 3,106 Tax loss (gain) as of December 31, 2015 (40,867,271 ) (14,303,545 )

2. Summary of Significant Acc30

2. Summary of Significant Accounting Policies (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Fair Value, Measurements, Recurring [Member]
Summary of assets and liabilities measured at fair value on a recurring basis
Cash	$ 789,046	$ 750,886
Derivative liability	(437,503)	(1,031,630)
Fair Value, Measurements, Recurring [Member], Level 1 [Member]
Summary of assets and liabilities measured at fair value on a recurring basis
Cash	789,046	750,886
Derivative liability	0	0
Fair Value, Measurements, Recurring [Member], Level 2 [Member]
Summary of assets and liabilities measured at fair value on a recurring basis
Cash	0	0
Derivative liability	0	0
Fair Value, Measurements, Recurring [Member], Level 3 [Member]
Summary of assets and liabilities measured at fair value on a recurring basis
Cash	0	0
Derivative liability	$ (437,503)	$ (1,031,630)

2. Summary of Significant Acc31

2. Summary of Significant Accounting Policies (Details 1)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Dividend Yield	0.00%	0.00%
MinimumMember
Risk free interest rate	0.12%	0.12%
Expected life	0 years	0 years
Volatility	0.00%	0.00%
MaximumMember
Risk free interest rate	0.63%	0.51%
Expected life	1 year 9 months	3 years
Volatility	103.00%	103.00%

2. Summary of Significant Acc32

2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Notes to Financial Statements
Accumulated deficit	$ (53,007,451)	$ (53,445,386)
Notes and loans payable	975,000	2,400,000
Cash flow from operations	$ 734,035	779,643
Intangible assets estimated useful life	18 years
Amortization expense	$ 345,348	$ 377,443
Basic weighted average common shares outstanding	1,132,828,089	890,000,000
Diluted weighted average common shares outstanding	1,464,460,742	895,106,775

3. Property and Equipment (Deta

3. Property and Equipment (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Property and equipment Total	$ 814,524	$ 767,790
Less: accumulated depreciation and amortization	(695,335)	(640,772)
Net property and equipment	119,189	127,018
Furniture and Fixtures [Member]
Property and equipment Total	23,030	23,030
Computer Equipment [Member]
Property and equipment Total	217,364	208,116
Labaratory Equipment [Member]
Property and equipment Total	100,844	73,602
Freezer Equipment [Member]
Property and equipment Total	370,424	362,830
Leaseholds and Leasehold Improvements [Member]
Property and equipment Total	$ 102,862	$ 100,212

3. Property and Equipment (De34

3. Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Property And Equipment Details Narrative
Depreciation and amortization expense	$ 54,562	$ 97,058

4. Discontinued Operations (Det

4. Discontinued Operations (Details) (USD $)	Dec. 31, 2015USD ($)
Discontinued Operations Details Usd
Cash	$ 37,432
Accounts receivable	142,510
Other current assets	104,388
Prepaid expenses	275,866
Total current assets	560,196
Property and equipment, net of accumulated depreciation	520,744
Customer contracts and relationships, net of amortization	1,019,147
Other assets	24,041
Goodwill	244,053
Total assets	2,368,181
Accounts payable	213,054
Accrued expenses	1,082,542
Deferred revenue	1,192,008
Total liabilities	$ 2,487,604

4. Discontinued Operations (D36

4. Discontinued Operations (Details 1) (USD $)	12 Months Ended
	Dec. 31, 2015USD ($)
Discontinued Operations Details 1 Usd
Receivable from sale of BioCells	$ 705,000
Unamortized discount on receivable	(215,991)
Receivable, net of discount	489,009
Net assets	(119,423)
Non-controlling interest	188,018
Comprehensive loss	(349,018)
Subtotal of disposal from sale of BioCells	(280,832)
Net gain on sale of BioCells	$ 769,841

5. Notes and Loans Payable, a37

5. Notes and Loans Payable, and Derivative Liabilities (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Notes and loans payable	$ 975,000	$ 2,400,000
Less: Unamortized Discount	(273,185)	(1,051,085)
Notes and loans payable, Net	701,815	1,348,915
Secured Convertible Promissory Note Tonaquint, Inc
Notes and loans payable	$ 975,000	$ 2,400,000

6. Investment and Notes Recei38

6. Investment and Notes Receivable, Related Parties (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Unamortized discount on BioCells note receivable	$ (195,336)	$ (215,991)
Allowance of doubtful accounts on BioCells note receivable	0	(25,000)
Notes receivable, net	527,805	534,009
Banco Vida
Notes receivable	63,141	75,000
BioCells
Notes receivable	$ 660,000	$ 70,000

7. Commitments and Contingenc39

7. Commitments and Contingencies (Details)	Dec. 31, 2015USD ($)
Commitments for future minimum rental payments, by year, and in the aggregate, to be paid (and received) under such operating leases
2,016	$ 184,243
2,017	188,600
2,018	193,088
2,019	147,397
Total	$ 713,328

7. Commitments and Contingenc40

7. Commitments and Contingencies (Details 1) - Tonaquint, Inc	Dec. 31, 2015USD ($)
2,016	$ 500,000
2,017	475,000
Principal balance due	$ 975,000

9. Stock Option Plan (Details)

9. Stock Option Plan (Details) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Stock Option Plan Details
Beginning Balance, shares	5,106,775	5,570,830
Granted, shares	0	0
Exercised, shares	0	0
Forfeited/Expired, shares	497,411	464,055
Ending Balance, shares	4,609,364	5,106,775
Ending Balance Exercisable, shares	4,609,364
Beginning Balance, weighted average exercise price	$ 1.01	$ 1.01
Granted, weighted average exercise price	0	0
Exercised, weighted average exercise price	0	0
Forfeited/Expired, weighted average exercise price	0	0
Ending Balance, weighted average exercise price	.67	$ 1.01
Ending Balance Exercisable, weighted average exercise price	$ .67
Beginning Balance, Weighted Avg. Contractual Remaining Life (in years)	4 years 4 months 28 days	4 years 6 months 4 days
Ending Balance, Weighted Avg. Contractual Remaining Life (in years)	3 years 10 months 13 days	4 years 4 months 28 days
Ending Balance Exercisable, Weighted Avg. Contractual Remaining Life (in years)	3 years 10 months 13 days

9. Stock Option Plan (Details 1

9. Stock Option Plan (Details 1) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Number of Options	4,609,364	5,106,775	5,570,830
Weighted Average Remaining Contractual Life (years)	3 years 10 months 13 days
Weighted Average Exercise Price	$ .67	$ 1.01	$ 1.01
Number of Options Exercisable	4,609,364
Weighted Average Exercise Price	$ .67
RangeOneMember
Range of Exercise Prices	0.33 - 20.00
Number of Options	4,609,364
Weighted Average Remaining Contractual Life (years)	3 years 10 months 13 days
Weighted Average Exercise Price	$ .67
Number of Options Exercisable	4,609,364
Weighted Average Exercise Price	$ .67
RangeTwoMember
Range of Exercise Prices	21.00 - 30.00
Number of Options	0
Weighted Average Exercise Price	$ 0
Number of Options Exercisable	0
Weighted Average Exercise Price	$ 0
RangeThreeMember
Range of Exercise Prices	31.00 - 51.00
Number of Options	0
Weighted Average Exercise Price	$ 0
Number of Options Exercisable	0
Weighted Average Exercise Price	$ 0

11. Income Taxes (Details)

11. Income Taxes (Details)	12 Months Ended
	Dec. 31, 2015USD ($)
Income Taxes Tables
Net income (loss)	$ 437,935
Bad debt expense	59,311
Accounts payable	152,804
Accrued expenses	240,940
Deferred revenue	1,601,432
Accounts receivable	(349,859)
Prepaid expense	(151,874)
Stock-based compensation	(3,649)
Meal & ent (50% of $17,746)	8,873
Tax loss (gain) for the year	(40,867,271)
Deferred Assets
Net income (loss)	153,277
Net operating loss	(14,989,514)
Bad debt expense	20,759
Accounts payable	53,481
Accrued expenses	71,729
Deferred revenue	560,501
Accounts receivable	(122,451)
Prepaid expense	(53,156)
Stock-based compensation	(1,277)
Meal & ent (50% of $17,746)	3,106
Tax loss (gain) for the year	$ (14,303,545)

11. Income Tax (Details Narrati

11. Income Tax (Details Narrative)	Dec. 31, 2015USD ($)
Income Tax Details Narrative
Net operating Gain	$ 685,970

12. Stockholders Equity (Detail

12. Stockholders Equity (Details Narrative) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
Stockholders Equity Details Narrative
Preferred stock authorized	5,000,000	5,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Common Stock outstanding	1,272,066,146	890,000,000