CBA Florida (CBAI) 10-Q 16 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 16, 2016
Document And Entity Information
Entity Registrant Name	Cord Blood America, Inc.
Entity Central Index Key	1,289,496
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
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 Common Stock, Shares Outstanding		1,272,066,146
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,016

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current assets:
Cash	$ 1,044,401	$ 789,046
Accounts receivable, net of allowance for doubtful accounts of $78,123 and $105,037, respectively	213,819	349,859
Inventory	$ 105,808	107,060
Note receivable - Banco Vida - current portion		58,709
Receivable - Biocells net of discount of $28,293 and $28,105, respectively - current portion	$ 16,707	16,895
Prepaid expenses	108,813	151,874
Total current assets	1,489,548	1,473,443
Property and equipment, net of accumulated depreciation and amortization of $707,058 and $695,335, respectively	106,666	119,189
Customer contracts and relationships, net of accumulated amortization of $4,079,032 and $4,040,983, respectively	1,552,569	1,637,409
Other assets	$ 19,292	19,292
Note receivable - Banco Vida - long term portion		4,432
Receivable - BioCells net of discount of $160,158 and $167,231, respectively - long term portion	$ 454,842	447,769
Total assets	3,622,917	3,701,534
Liabilities and Stockholders' equity
Accounts payable	109,670	152,805
Accrued expenses	201,783	204,939
Deferred revenue - current portion	1,274,091	1,297,244
Derivative liability - current portion	264,195	182,213
Interest on promissory notes	149,730	128,607
Promissory notes payable, net of unamortized discount of $159,444 and $113,778, respectively	546,632	292,298
Total current liabilities	2,546,101	2,258,106
Deferred revenue - long term portion	301,151	304,188
Derivative liability - long term portion	100,626	255,290
Promissory notes payable - long term portion - net of unamortized discount of $60,727 and $159,407, respectively	208,197	409,517
Total liabilities	$ 3,156,075	$ 3,227,101
Stockholders' equity:
Preferred stock, $.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding
Common stock, $.0001 par value, 2,890,000,000 shares authorized, 1,272,066,146 shares issued and outstanding, inclusive of treasury shares, respectively	$ 127,207	$ 127,207
Additional paid-in capital	53,954,510	53,954,510
Common stock held in treasury stock, 20,000 shares	(599,833)	(599,833)
Accumulated deficit	(53,015,042)	(53,007,451)
Total stockholders' equity	466,842	474,433
Total liabilities and stockholders' equity	$ 3,622,917	$ 3,701,534

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Assets
Allowance for Doubtful accounts Receivables	$ 78,123	$ 105,037
Receivable - BioCells net of discount - current portion	28,293	28,105
Accumulated depreciation and amortization	707,058	695,335
Customer contracts and relationship - net of amortization	4,079,032	4,040,983
Receivable - BioCells net of discount - long term portion	160,158	167,231
Liabilities
Promissory notes payable unamortized discount	159,444	113,778
Notes payable, net of unamortized	$ 60,727	$ 159,407
Stockholders Equity
Preferred stock, par value	$ 0.0001	$ .0001
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	$ 0.0001	$ .0001
Common stock shares authorized	2,890,000,000	2,890,000,000
Common stock shares issued	1,272,066,146	1,272,066,146
Common stock shares outstanding	1,272,066,146	1,272,066,146
Treasury stock	20,000	20,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Condensed Consolidated Statements Of Operations And Comprehensive Income Loss
Revenue	$ 986,346	$ 1,276,522
Cost of services	(340,330)	(402,459)
Gross Profit	646,016	874,063
Administrative and selling expenses	(665,350)	(773,606)
Income (loss) from operations	(19,334)	100,407
Interest expense and change in derivative liability	(1,455)	(310,663)
Other income	13,198	1,500
Loss from continuing operations before provision for income taxes	$ (7,591)	$ (208,706)
Income taxes
Net loss	$ (7,591)	$ (208,706)
Basic earnings per share	$ 0	$ 0
Diluted earnings per share	$ 0	$ 0
Weighted average common shares outstanding
Basic weighted average common shares outstanding	1,272,066,146	890,000,000

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (7,591)	$ (208,706)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of loan discount	53,015	118,875
Depreciation and amortization	97,363	105,987
Change in value of derivative liability	(72,682)	$ 149,525
Amortization of loan receivable discount	(6,885)
Bad debt	7,139	$ 14,964
Other income from loan receivable	(6,313)
Changes in accounts receivable	$ 128,901	$ (112,143)
Changes in other current assets		$ (35,705)
Changes in inventory	$ 1,252
Changes in prepaid	43,061	$ 4,720
Changes in accounts payable	(43,135)	44,376
Changes in accrued expenses	(3,157)	9,608
Changes in accrued interest	21,123	42,262
Changes in deferred revenue	(26,190)	74,118
NET CASH PROVIDED BY OPERATING ACTIVITIES OF CONTINUING OPERATIONS	$ 185,901	207,881
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for purchase of property and equipment		$ (14,537)
Payment for loan receivable	$ 69,454
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES OF CONTINUING OPERATIONS	$ 69,454	$ (14,537)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of notes payable		(300,000)
NET CASH USED IN FINANCING ACTIVITIES OF CONTINUING OPERATIONS		(300,000)
NET INCREASE (DECREASE) IN CASH	$ 255,355	(106,656)
Cash balance at beginning of period	789,046	750,886
Cash balance at end of period	$ 1,044,401	$ 644,230

1. Organization and Description

1. Organization and Description of Business	3 Months Ended
	Mar. 31, 2016
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 services. Additionally, the Company is in the business of 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. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete annual financial statements. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or for any other future period. The condensed consolidated balance sheet at December 31, 2015 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. It is suggested that these interim condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements of the Company for the period ended December 31, 2015 and notes thereto included in the Company's annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports as noted in the Company's annual report on Form 10-K.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2016
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 subsidiaries. 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. 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. 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 consists of the loans due from Biocordcell Argentina S.A. (BioCells) and Banco Vida (Note 4). The loans receivable are recorded at carrying-value on the financial statements. For loan receivable from BioCells, since the Company agreed to finance the sale of the shares 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 March 31, 2016 and December 31, 2015, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its consolidated statement of operations. Revenue Recognition CBAI recognizes revenue under the provisions of ASC 605-25 (previously Staff Accounting Bulletin 104 “Revenue Recognition”). CBAI provides a combination of products and services to customers. This combination arrangement is evaluated under ASC 605-25-25 (previously Emerging Issues Task Force Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables"). ASC 605-25-25 addresses certain aspects of accounting for arrangements under multiple revenue generating activities. Cord recognizes revenue from both enrollment fees and processing fees upon the completion of processing while revenue from storage fees are recognized ratably over the contractual storage period. Cost of Services Costs are incurred as umbilical cord blood, cord tissue and birth tissue are collected. 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. Accounting for Stock Option Plan The Company’s share-based employee compensation plans are described in Note 7. 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 Company’s common equivalent shares are excluded from the computation of diluted EPS if the effect is anti-dilutive. The Company has net loss for the period ended March 31, 2016 and 2015, the effect is anti-dilutive. Concentration of Risk Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet their contractual obligations to be similarly affected by changes in economic or other conditions described below. Relationships and agreements which could potentially expose the Company to concentrations of credit risk consist of the use of one source for the processing and storage of all umbilical cord blood and one source for the development and maintenance of a website. The Company believes that alternative sources are available for each of these concentrations. Financial instruments that subject the Company to credit risk could consist of cash balances maintained in excess of federal depository insurance limits. The Company maintains its cash and cash equivalent balances with high credit quality financial institutions. At times, cash and cash equivalent balances may be in excess of Federal Deposit Insurance Corporation limits. To date, the Company has not experienced any such losses. Fair Value Measurements Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs, as defined by ASC 820-10, are as follows: ● Level 1 – quoted prices in active markets for identical assets or liabilities. ● Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. ● Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. The following table summarizes fair value measurements by level at March 31, 2016 for assets and liabilities measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Total Cash $ 1,044,401 $ -- $ -- $ 1,044,401 Derivative liability -- -- (364,821 ) (364,821 ) Derivative liability was valued under the Binomial model with the following assumptions: Risk free interest rate 0.73 % Expected life 1.5 years Dividend Yield 0 % Volatility 108 % 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 0.63 % Expected life 1.75 years Dividend Yield 0 % Volatility 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. Reclassification Certain amounts in the condensed consolidated balance sheets for the year ended December 31, 2015 have been reclassified to be consistent with the current year presentation. The reclassification had no impact on the Company’s financial condition, result of operations, or cash flows. 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. In April 2015, the FASB issued an accounting standard update on simplifying the presentation of debt issuance costs. The update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. Updates are effective for financial statements issued for fiscal years beginning after December 15, 2015, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s condensed consolidated financial statements.

3. Notes and Loans Payable

3. Notes and Loans Payable	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
NOTE 3 - Notes and Loans Payable	At March 31, 2016 and December 31, 2015 notes and loans payable consist of: March 31, December 31, Secured Convertible Promissory Note to Tonaquint, Inc., 7.5% per annum; due on or before September 17, 2017 $ 975,000 $ 975,000 975,000 975,000 Less: Unamortized Discount (220,171 ) (273,185 ) $ 754,829 $ 701,815 Tonaquint, Inc. 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. On September 25, 2013, Defendants each filed their Answer and Counterclaim in the Action, which they amended on March 22, 2014. 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”); 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. As of December 31, 2015, the principal balance on the Tonaquint note was $975,000, and there was $128,607 of accrued interest. As of March 31, 2016, the principal balance on the Tonaquint note was $975,000, and there was $149,730 of accrued interest.

4. Investment and Notes Receiva

4. Investment and Notes Receivable, Related Parties	3 Months Ended
	Mar. 31, 2016
Receivables [Abstract]
NOTE 4 - Investment and Notes Receivable, Related Parties	At March 31, 2016 and December 31, 2015, notes receivable consist of: March 31, December 31, 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 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. 660,000 660,000 Unamortized discount on BioCells note receivable (188,451 ) (195,336 ) Allowance of doubtful accounts on BioCells note receivable -- -- $ 471,549 $ 527,805 Under the Agreement with the 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 March 31, 2016, the Purchaser is current on all payments. This loan receivable is secured, non-interest bearing, and subject to a 6% discount rate. As of March 31, 2016, the receivable has a balance of $471,549. 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.

5. Commitments and Contingencie

5. Commitments and Contingencies	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
NOTE 5 - Commitments and Contingencies	VidaPlus On January 24, 2011, the Company entered into a Stock Purchase Agreement to acquire up to 51% of the capital stock in VidaPlus, an umbilical cord processing and storage company headquartered in Madrid, Spain. The Agreement is organized into three tranches; the first executed at closing with an initial investment of approximately $204,000 (150,000 Euro) for an amount equivalent to 7% as follows; 1% of share capital in initial equity or approximately $30,000 and 6% or an estimated $174,000 as a loan convertible into equity within 12 months of closing. The initial investment was secured by a Pledge Agreement on 270 VidaPlus samples that are incurring annual storage fees. The second tranche provides the opportunity for an additional 28% in share capital through monthly investments based on the number of samples processed in that month (up to a maximum of 550,000 EUR). In connection with Tranche 2, the Company loaned VidaPlus $246,525. Converting the investment from a loan into equity was to take place within 24 months of the date the amount of shares due to the Company pursuant to the second tranche is calculated. According to the Stock Purchase Agreement, 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). In connection with the VidaPlus Stock Purchase Agreement entered into on January 24, 2011, the Company was 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 either Tranche 2, Tranche 3 or otherwise. Pursuant to the Agreement, CBAI held 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 held 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 meant 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%. 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. 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, , Cord Partners is obligated under the Patent License Agreement to pay royalties to PharmaStem of 15% of all revenues generated by Cord Partners from the collection and storage of cord blood on and after January 1, 2004. Other than, potential royalties, which would be disputed by Cord, no amount is payable by Cord Partners to PharmaStem. All litigation between the parties was dismissed and all prior claims were released. As of 2008, Cord ceased paying all royalties to PharmaStem. The patents have been declared void under a final decision on appeal, and as such, there is no pending litigation in this matter. As of December 31, 2014, the Company included approximately $226,000 in accounts payable and $120,000 included in accrued expenses to account for this liability since 2008, though the Company disputes that it owes any royalties to Pharmastem. 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. 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 equal to $130,000, as well as an annual bonus opportunity, payable at the discretion of the Board of Directors, equal to 25% of Mr. Morgan’s base salary for that calendar year, provided that Mr. Morgan has the option to receive any portion of his salary and bonus in stock of the Company, in lieu of cash, at a value determined by the Board of Directors in their reasonable discretion and otherwise in accordance with the Employment Agreement. Amended Employment Agreement 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. 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. Concurrent with the Second Amendment, Mr. Morgan commenced serving as Interim President of the Company. Mr. Morgan no longer serves as Vice President of the Company, but remains in his positions as Corporate Secretary and General Counsel. 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. Vicente Agreements On December 18, 2014, the Company entered into an Executive Employment Agreement with Joseph R. Vicente, the Company’s former President and Chairman of the Board, which is effective as of January 1, 2015 and shall terminate as of December 31, 2017, unless earlier terminated by the Company or Mr. Vicente in accordance with the agreement (the “Vicente Employment Agreement”). The Vicente Employment Agreement provides for a base salary equal to $135,000, as well as an annual bonus opportunity, payable at the discretion of the Board of Directors, equal to 30% of Mr. Vicente’s base salary for that calendar year, provided that Mr. Vicente has the option to receive any portion of his salary and bonus in stock of the Company, in lieu of cash, at a value determined by the Board of Directors in their reasonable discretion and otherwise in accordance with the Vicente Employment Agreement. The Vicente Employment Agreement provides for change of control termination payments, whereby if Mr. Vicente is terminated, his compensation reduced, or the employer terminates his employment within one year after a change of control, then Mr. Vicente is entitled to a termination benefit in an amount no less than the total of the highest annual salary and bonus amount set forth in the Vicente Employment Agreement multiplied by two (2). The Employment Agreement also provides for termination payments in the absence of a change of control in the event the Company terminates Mr. Vicente without cause, which said payments shall be in an amount equal to all compensation paid by the Company to Mr. Vicente for the 24 months preceding the termination, including salary, bonus, equity, stock options and other compensation, to be paid in equal, monthly installments over the 24-month period following termination. The Vicente Employment Agreement includes two-year restrictions on competition and solicitation of customers following termination of the agreement. 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. 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. 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 reverted 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 with the portion of the space leased to a third party. If the Landlord is unable to or elects not to lease a portion of the premises to a third party by November 30, 2015 and by each subsequent anniversary thereof, the Company shall receive an additional abatement of one month rent, excluding CAM charges, in December 2015, December 2016 and December 2017, respectively and as applicable. Commitments for future minimum rental payments, by year, and in the aggregate, to be paid under such operating lease as of March 31, 2016, are as follows: Rent to be paid 2016 138,452 2017 188,600 2018 193,088 2019 147,397 Total $ 667,537

6. Share Based Compensation

6. Share Based Compensation	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
NOTE 6 - Share Based Compensation	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 period ended March 31, 2016 and the year ended December 31, 2015. The Company’s stock option activity was as follows Stock Weighted Average Weighted Avg. Contractual Outstanding, December 31, 2015 4,609,364 0.67 3.87 Granted -- -- -- Exercised -- -- -- Forfeited/Expired -- -- -- Outstanding, March 31, 2016 4,609,364 0.67 3.62 Exercisable March 31, 2016 4,609,364 0.67 3.62 The following table summarizes significant ranges of outstanding stock options under the stock option plan at March 31, 2016: Range of Number of Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Number of Options Weighted Average Exercise $ 0.33 — 20.00 4,609,364 3.62 $ 0.67 4,609,364 $ 0.67 4,609,364 3.62 $ 0.67 4,609,364 $ 0.67

7. Stockholder's Equity

7. Stockholder's Equity	3 Months Ended
	Mar. 31, 2016
Stockholders Equity
NOTE 7 - Stockholder's Equity	Preferred Stock The Company has 5,000,000 shares of $.0001 par value preferred stock authorized. As of March 31, 2016 and December 31, 2015, the Company had no shares of preferred stock issued and outstanding. Common Stock The Company has 2,890,000,000 shares of $.0001 par value common stock authorized. As of March 31, 2016 and December 31, 2015, the Company had 1,272,066,146 shares of common stock issued and outstanding. 20,000 shares remain in the Company’s treasury.

8. Subsequent Events

8. Subsequent Events	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
NOTE 8 - Subsequent Events	The Company submitted new applications to provide services to residents of New York and California following changes in the Company’s Medical Director and Tissue Bank Director. The Company is currently not licensed to provide services to residents of those states, but is working to resume providing these services through the licensing process. As previously disclosed, the Company has not been providing services to residents of Maryland, as the Company’s third party laboratory is not licensed to provide services for these residents.

2. Summary of Significant Acc14

2. Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2016
Summary Of Significant Accounting Policies Policies
Basis of Consolidation	The consolidated financial statements include the accounts of CBAI and its wholly-owned subsidiaries. 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.
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.
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 consists of the loans due from Biocordcell Argentina S.A. (BioCells) and Banco Vida (Note 4). The loans receivable are recorded at carrying-value on the financial statements. For loan receivable from BioCells, since the Company agreed to finance the sale of the shares 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 March 31, 2016 and December 31, 2015, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its consolidated statement of operations.
Revenue Recognition	CBAI recognizes revenue under the provisions of ASC 605-25 (previously Staff Accounting Bulletin 104 “Revenue Recognition”). CBAI provides a combination of products and services to customers. This combination arrangement is evaluated under ASC 605-25-25 (previously Emerging Issues Task Force Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables"). ASC 605-25-25 addresses certain aspects of accounting for arrangements under multiple revenue generating activities. Cord recognizes revenue from both enrollment fees and processing fees upon the completion of processing while revenue from storage fees are recognized ratably over the contractual storage period.
Cost of Services	Costs are incurred as umbilical cord blood, cord tissue and birth tissue are collected. 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.
Accounting for Stock Option Plan	The Company’s share-based employee compensation plans are described in Note 7. 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 Company’s common equivalent shares are excluded from the computation of diluted EPS if the effect is anti-dilutive. The Company has net loss for the period ended March 31, 2016 and 2015, the effect is anti-dilutive
Concentration of Risk	Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet their contractual obligations to be similarly affected by changes in economic or other conditions described below. Relationships and agreements which could potentially expose the Company to concentrations of credit risk consist of the use of one source for the processing and storage of all umbilical cord blood and one source for the development and maintenance of a website. The Company believes that alternative sources are available for each of these concentrations. Financial instruments that subject the Company to credit risk could consist of cash balances maintained in excess of federal depository insurance limits. The Company maintains its cash and cash equivalent balances with high credit quality financial institutions. At times, cash and cash equivalent balances may be in excess of Federal Deposit Insurance Corporation limits. To date, the Company has not experienced any such losses.
Fair Value Measurements	Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs, as defined by ASC 820-10, are as follows: ● Level 1 – quoted prices in active markets for identical assets or liabilities. ● Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. ● Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. The following table summarizes fair value measurements by level at March 31, 2016 for assets and liabilities measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Total Cash $ 1,044,401 $ -- $ -- $ 1,044,401 Derivative liability -- -- (364,821 ) (364,821 ) Derivative liability was valued under the Binomial model with the following assumptions: Risk free interest rate 0.73 % Expected life 1.5 years Dividend Yield 0 % Volatility 108 % 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 0.63 % Expected life 1.75 years Dividend Yield 0 % Volatility 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.
Reclassification	Certain amounts in the condensed consolidated balance sheets for the year ended December 31, 2015 have been reclassified to be consistent with the current year presentation. The reclassification had no impact on the Company’s financial condition, result of operations, or cash flows.
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. In April 2015, the FASB issued an accounting standard update on simplifying the presentation of debt issuance costs. The update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. Updates are effective for financial statements issued for fiscal years beginning after December 15, 2015, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s condensed consolidated financial statements.

2. Summary of Significant Acc15

2. Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2016
Summary Of Significant Accounting Policies Tables
Fair value measurements for assets and liabilities	The following table summarizes fair value measurements by level at March 31, 2016 for assets and liabilities measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Total Cash $ 1,044,401 $ -- $ -- $ 1,044,401 Derivative liability -- -- (364,821 ) (364,821 ) 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 assumptions	Derivative liability was valued under the Binomial model with the following assumptions: Risk free interest rate 0.73 % Expected life 1.5 years Dividend Yield 0 % Volatility 108 % Derivative liability was valued under the Binomial model, with the following assumptions: Risk free interest rate 0.63 % Expected life 1.75 years Dividend Yield 0 % Volatility 103 %

3. Notes and Loans Payable (Tab

3. Notes and Loans Payable (Tables)	3 Months Ended
	Mar. 31, 2016
Notes and Loans Payable [Abstract]
Notes and Loans Payable	At March 31, 2016 and December 31, 2015 notes and loans payable consist of: March 31, December 31, Secured Convertible Promissory Note to Tonaquint, Inc., 7.5% per annum; due on or before September 17, 2017 $ 975,000 $ 975,000 975,000 975,000 Less: Unamortized Discount (220,171 ) (273,185 ) $ 754,829 $ 701,815

4. Investment and Notes Recei17

4. Investment and Notes Receivable, Related Parties (Tables)	3 Months Ended
	Mar. 31, 2016
Investment And Notes Receivable Related Parties Tables
Investment and Notes Receivable, Related Parties	At March 31, 2016 and December 31, 2015, notes receivable consist of: March 31, December 31, 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 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. 660,000 660,000 Unamortized discount on BioCells note receivable (188,451 ) (195,336 ) Allowance of doubtful accounts on BioCells note receivable -- -- $ 471,549 $ 527,805

5. Commitments and Contingenc18

5. Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2016
Commitments And Contingencies Tables
Future minimum rental payments	Commitments for future minimum rental payments, by year, and in the aggregate, to be paid under such operating lease as of March 31, 2016, are as follows: Rent to be paid 2016 138,452 2017 188,600 2018 193,088 2019 147,397 Total $ 667,537

6. Share Based Compensation (Ta

6. Share Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2016
Notes to Financial Statements
Stock option activity	The Company’s stock option activity was as follows Stock Weighted Average Weighted Avg. Contractual Outstanding, December 31, 2015 4,609,364 0.67 3.87 Granted -- -- -- Exercised -- -- -- Forfeited/Expired -- -- -- Outstanding, March 31, 2016 4,609,364 0.67 3.62 Exercisable March 31, 2016 4,609,364 0.67 3.62
Summary of significant ranges of outstanding stock options	The following table summarizes significant ranges of outstanding stock options under the stock option plan at March 31, 2016: Range of Number of Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Number of Options Weighted Average Exercise $ 0.33 — 20.00 4,609,364 3.62 $ 0.67 4,609,364 $ 0.67 4,609,364 3.62 $ 0.67 4,609,364 $ 0.67

2. Summary of Significant Acc20

2. Summary of Significant Accounting Policies (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Fair Value, Measurements, Recurring [Member]
Summary of assets and liabilities measured at fair value on a recurring basis
Cash	$ 1,044,401	$ 789,046
Derivative liability	(364,821)	(437,503)
Fair Value, Measurements, Recurring [Member], Level 1 [Member]
Summary of assets and liabilities measured at fair value on a recurring basis
Cash	$ 1,044,401	$ 789,046
Derivative liability
Fair Value, Measurements, Recurring [Member], Level 2 [Member]
Summary of assets and liabilities measured at fair value on a recurring basis
Cash
Derivative liability
Fair Value, Measurements, Recurring [Member], Level 3 [Member]
Summary of assets and liabilities measured at fair value on a recurring basis
Cash
Derivative liability	$ (364,821)	$ (437,503)

2. Summary of Significant Acc21

2. Summary of Significant Accounting Policies (Details 1)	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Notes to Financial Statements
Risk free interest rate	0.73%	0.63%
Expected life	1 year 6 months	1 year 9 months
Dividend Yield	0.00%	0.00%
Volatility	108.00%	103.00%

3. Notes and Loans Payable (Det

3. Notes and Loans Payable (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Notes and loans payable	$ 975,000	$ 975,000
Less: Unamortized Discount	(220,171)	(273,185)
Notes and loans payable, Net	754,829	701,815
Secured Convertible Promissory Note To Tonaquint [Member]
Notes and loans payable	$ 975,000	$ 975,000

3. Notes and Loans Payable (D23

3. Notes and Loans Payable (Details Narrative) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Principal Balance Of Notes and Loans Payable	$ 975,000	$ 975,000
Tonaquint, Inc
Principal Balance Of Notes and Loans Payable	975,000	975,000
Accrued Interest	$ 149,730	$ 128,607

4. Investment and Notes Recei24

4. Investment and Notes Receivable, Related Parties (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Unamortized discount on BioCells note receivable	$ (188,451)	$ (195,336)
Allowance of doubtful accounts on BioCells note receivable
Notes receivable, net	$ 471,549	$ 527,805
Banco Vida
Notes receivable		63,141
BioCells
Notes receivable	$ 660,000	$ 660,000

5. Commitments and Contingenc25

5. Commitments and Contingencies (Details)	Mar. 31, 2016USD ($)
Commitments And Contingencies Tables
2,016	$ 138,452
2,017	188,600
2,018	193,088
2,019	147,397
Total	$ 667,537

6. Share Based Compensation (De

6. Share Based Compensation (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Share Based Compensation Details
Beginning Balance, shares	4,609,364
Granted, shares
Exercised, shares
Forfeited/Expired, shares
Ending Balance, shares	4,609,364	4,609,364
Ending Balance Exercisable, shares	4,609,364
Beginning Balance, weighted average exercise price	$ 0.67
Granted, weighted average exercise price
Exercised, weighted average exercise price
Forfeited/Expired, weighted average exercise price
Ending Balance, weighted average exercise price	$ 0.67	$ 0.67
Ending Balance Exercisable, weighted average exercise price	$ 0.67
Beginning Balance, Weighted Avg. Contractual Remaining Life	3 years 7 months 13 days	3 years 10 months 13 days
Weighted Avg. Contractual Remaining Life, Exercisable	3 years 7 months 13 days

6. Share Based Compensation (27

6. Share Based Compensation (Details 1) - $ / shares	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Range of Exercise Prices	20
Number of Options	4,609,364	4,609,364
Weighted Average Remaining Contractual Life (years)	3 years 7 months 13 days
Weighted Average Exercise Price	$ 0.67	$ 0.67
Number of Options Exercisable	4,609,364
Weighted Average Exercise Price	$ 0.67
Range One [Member]
Range of Exercise Prices	0.33
Number of Options	4,609,364
Weighted Average Remaining Contractual Life (years)	3 years 7 months 13 days
Weighted Average Exercise Price	$ 0.67
Number of Options Exercisable	4,609,364
Weighted Average Exercise Price	$ 0.67

7. Stockholder's Equity (Detail

7. Stockholder's Equity (Details Narrative) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Stockholders Equity Details Narrative
Preferred stock, par value	$ 0.0001	$ .0001
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	$ 0.0001	$ .0001
Common stock shares authorized	2,890,000,000	2,890,000,000
Common stock shares issued	1,272,066,146	1,272,066,146
Common stock shares outstanding	1,272,066,146	1,272,066,146
Treasury stock	20,000	20,000