CBA Florida (CBAI) 10-Q 15 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 15, 2017
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, 2017
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	2,017

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash	$ 821,429	$ 926,209
Accounts receivable, net of allowance for doubtful accounts of $78,123 and $78,123, respectively	48,699	113,316
Other current assets	62,395	58,376
Receivable – Biocells net of discount of $27,291 and $27,541, respectively current Portion	34,532	27,459
Prepaid expenses	124,065	175,065
Total current assets	1,091,120	1,300,425
Property and equipment, net of accumulated depreciation and amortization of $745,718 and $743,200, respectively	60,392	66,628
Customer contracts and relationships, net of accumulated amortization of $4,309,543 and $4,232,982, respectively	1,245,495	1,322,056
Other Assets	19,292	19,292
Receivable - BioCells net of discount of $133,218 and $140,041, respectively - long term portion	419,959	419,959
Total assets	2,836,258	3,128,360
Liabilities and Stockholders' equity
Accounts payable	116,266	151,305
Accrued expenses	110,464	112,020
Severance Payable	147,211	187,360
Deferred revenue - current portion	1,165,952	1,158,578
Derivative liability - current portion	24,050	109,731
Interest on promissory notes	212,687	204,494
Promissory notes payable, net of unamortized discount of $7,046 and $43,432, respectively	92,954	356,568
Total current liabilities	1,869,584	2,280,056
Deferred revenue - long term portion	268,310	271,628
Total liabilities	2,137,894	2,551,684
Stockholders' equity:
Preferred stock, $.0001 par value, 5,000,000 shares authorized, no shares outstanding	0	0
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	(52,783,520)	(52,905,208)
Total stockholders' equity	698,364	576,676
Total liabilities and stockholders' equity	$ 2,836,258	$ 3,128,360

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Assets
Allowance for Doubtful accounts Receivables	$ 78,123	$ 78,123
Receivable - BioCells net of discount - current portion	27,291	27,541
Accumulated depreciation and amortization	745,718	743,200
Customer contracts and relationship - net of amortization	4,309,543	4,232,982
Receivable - BioCells net of discount - long term portion	133,218	140,041
Liabilities
Promissory notes payable unamortized discount	$ 7,046	$ 43,432
Stockholders Equity
Preferred stock, par value	$ 0.0001	$ .0001
Preferred stock shares authorized	5,000,000	5,000,000
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, 2017	Mar. 31, 2016
Condensed Consolidated Statements Of Operations And Comprehensive Income Loss
Revenue	$ 745,948	$ 986,346
Cost of services	(170,934)	(340,330)
Gross Profit	575,014	646,016
Administrative and selling expenses	(501,501)	(665,350)
Income (loss) from operations	73,513	(19,334)
Interest expense and change in derivative liability	41,102	(1,455)
Other income	7,073	13,198
Income from continuing operations before provision for income taxes	121,688	(7,591)
Income taxes	0	0
Net income	$ 121,688	$ (7,591)
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	1,272,066,146
Diluted weighted average common shares outstanding	1,272,066,146	1,272,066,146

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 121,688	$ (7,591)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization of loan discount	36,386	53,015
Amortization of Note Receivable discount	(7,073)	(6,885)
Depreciation and amortization	82,797	97,363
Change in value of derivative liability	(85,681)	(72,682)
Bad debt	38,254	7,139
Other income from loan receivable	0	(6,313)
Changes in accounts receivable	26,363	128,901
Changes in inventory	(4,019)	1,252
Changes in prepaid	51,001	43,061
Changes in accounts payable	(35,039)	(43,135)
Changes in accrued expenses	(1,556)	(3,157)
Changes in severance payable	(40,149)	0
Changes in accrued interest	8,192	21,123
Changes in deferred revenue	4,056	(26,190)
NET CASH PROVIDED BY OPERATING ACTIVITIES	195,220	185,901
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment to loan receivable - Banco Vida	0	69,454
NET CASH PROVIDED BY INVESTING ACTIVITIES	0	69,454
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of notes payable	(300,000)	0
NET CASH USED IN FINANCING ACTIVITIES	(300,000)	0
NET (DECREASE) INCREASE IN CASH	(104,780)	255,355
Cash balance at beginning of period	926,209	789,046
Cash balance at end of period	$ 821,429	$ 1,044,401

1. Organization and Description

1. Organization and Description of Business	3 Months Ended
	Mar. 31, 2017
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, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or for any other future period. The condensed consolidated balance sheet at December 31, 2016 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, 2016 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, 2017
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. The Company wrote off $38,254 and $7,139 as bad debt expenses during the periods ended March 31, 2017 and 2016, respectively. 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, and net realized value, using the first-in, first-out (“FIFO”) method. This policy requires the Company to make estimates regarding the market value of its 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. Note Receivable Notes receivable consists of the notes due from Biocordcell Argentina S.A. (BioCells) (Note 4). The note receivable is recorded at the carrying-value on the financial statements. For note 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 is amortized throughout the life of the note. 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 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 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, 2017 and December 31, 2016, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its condensed consolidated statements of income. Revenue Recognition CBAI recognizes revenue under the provisions of ASC 605. CBAI provides a combination of products and services to customers. This combination arrangement is evaluated under ASC 605. ASC 605 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 and labor, costs for processing and cryogenic storage of new samples by a third party laboratory, 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 6. 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 at fair value. 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. 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 condensed 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, 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, 2017 for assets and liabilities measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Total Derivative liability $ -- $ -- $ (24,050 ) $ (24,050 ) Derivative liability was valued under the Binomial model with the following assumptions: Risk free interest rate 1.03 % Expected life 0.5 years Dividend Yield 0 % Volatility 116 % The following table summarizes fair value measurements by level at December 31, 2016 for assets and liabilities measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Total Derivative liability $ -- $ -- $ (109,731 ) $ (109,731 ) Derivative liability was valued under the Binomial model, with the following assumptions: Risk free interest rate 0.12 %-0.47% Expected life 0 to 0.75 years Dividend Yield 0 % Volatility 0% to 109% 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 February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018, however, early adoption is permitted with prospective application to any business development transaction.

3. Notes and Loans Payable

3. Notes and Loans Payable	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
NOTE 3 - Notes and Loans Payable	At March 31, 2017 and December 31, 2016 notes and loans payable consist of: March 31, 2017 December 31, 2016 Secured Convertible Promissory Note to Tonaquint, Inc., 7.5% per annum; due on or before September 17, 2017 $ 100,000 $ 400,000 100,000 400,000 Less: Unamortized Discount (7,046 ) (43,432 ) $ 92,954 $ 356,568 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 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 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, 2016, the principal balance on the Tonaquint note was $400,000, and there was $ of accrued interest. As of March 31, 2017, the principal balance on the Tonaquint note was $100,000, and there was $212,687 of accrued interest.

4. Investment and Notes Receiva

4. Investment and Notes Receivable, Related Parties	3 Months Ended
	Mar. 31, 2017
Receivables [Abstract]
NOTE 4 - Investment and Notes Receivable, Related Parties	At March 31, 2017 and December 31, 2016, notes receivable consist of: March 31, 2017 December 31, 2016 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. 615,000 615,000 Unamortized discount on BioCells note receivable (160,509 ) (167,582 ) $ 454,491 $ 447,418 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 (amount paid in 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, 2017, the Purchaser has paid all amounts due and is current with payments due under the Agreement. This loan receivable is secured, non-interest bearing, and subject to a 6% discount rate. As of March 31, 2017 and December 31, 2016, the receivable has a balance of $454,491 and $447,418, respectively..

5. Commitments and Contingencie

5. Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
NOTE 5 - Commitments and 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 Amendments to 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. Effective March 31, 2017, the Company entered into a Third Amendment to Executive Employment Agreement (the “Third Amendment”) with Stephen Morgan (the “Employee”), amending his original, April 1, 2015 employment agreement. The Third Amendment provides that 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 was effective as of January 1, 2015 and was to 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 provided for a base salary an Amendment to Executive Employment Agreement whereby Mr. Vicente no longer had the option in his sole discretion to receive his salary and bonus amounts in stock 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, 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 the Vicente 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 (the “Property”), 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 had the option to lease a portion of the premises then occupied by the Company to a third party, and if this portion is leased to a third party, the Company’s monthly rent amount was to 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 March 31, 2017, are as follows: Rent to be paid 2017 140,167 2018 191,006 2019 145,835 Total $ 477,008

6. Share Based Compensation

6. Share Based Compensation	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
NOTE 6 - Share Based Compensation	Stock Option Plan The Company's Stock Option Plan permits the granting of stock options to its employees, directors, consultants and independent contractors for up to 8.0 million shares of its common stock. The Company believes that such awards encourage employees to remain employed by the Company and also to attract persons of exceptional ability to become employees of the Company. On July 13, 2009, the Company registered its 2009 Flexible Stock Plan, which increased the total shares available to 4 million common shares. The plan 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, 2016. The Company’s stock option activity was as follows: Stock Options Weighted Average Exercise Price Weighted Avg. Contractual Remaining Life Outstanding, December 31, 2016 4,458,679 0.68 2.98 Granted -- -- -- Exercised -- -- -- Forfeited/Expired -- -- -- Outstanding March 31, 2017 4,458,679 0.68 2.73 Exercisable March 31, 2017 4,458,679 0.68 2.73 The following table summarizes significant ranges of outstanding stock options under the stock option plan at March 31, 2017: 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 - 1.11 4,458,679 2.73 $ 0.68 4,458,679 $ 0.68 4,458,679 2.73 $ 0.68 4,458,679 $ 0.68

7. Stockholder's Equity

7. Stockholder's Equity	3 Months Ended
	Mar. 31, 2017
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, 2017 and December 31, 2016, the Company had no shares of preferred stock outstanding. Common Stock The Company has 2,890,000,000 shares of $.0001 par value common stock authorized. As of March 31, 2017 and December 31, 2016, the Company had 1,272,066,146 shares of common stock issued and outstanding. 20,000 shares remain in the Company’s treasury.

2. Summary of Significant Acc13

2. Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
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. The Company wrote off $38,254 and $7,139 as bad debt expenses during the periods ended March 31, 2017 and 2016, respectively.
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, and net realized value, using the first-in, first-out (“FIFO”) method. This policy requires the Company to make estimates regarding the market value of its 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.
Notes Receivable	Notes receivable consists of the notes due from Biocordcell Argentina S.A. (BioCells) (Note 4). The note receivable is recorded at the carrying-value on the financial statements. For note 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 is amortized throughout the life of the note.
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 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 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, 2017 and December 31, 2016, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its condensed consolidated statements of income.
Revenue Recognition	CBAI recognizes revenue under the provisions of ASC 605. CBAI provides a combination of products and services to customers. This combination arrangement is evaluated under ASC 605. ASC 605 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 and labor, costs for processing and cryogenic storage of new samples by a third party laboratory, 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 6. 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 at fair value.
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.
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 condensed 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, 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, 2017 for assets and liabilities measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Total Derivative liability $ -- $ -- $ (24,050 ) $ (24,050 ) Derivative liability was valued under the Binomial model with the following assumptions: Risk free interest rate 1.03 % Expected life 0.5 years Dividend Yield 0 % Volatility 116 % The following table summarizes fair value measurements by level at December 31, 2016 for assets and liabilities measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Total Derivative liability $ -- $ -- $ (109,731 ) $ (109,731 ) Derivative liability was valued under the Binomial model, with the following assumptions: Risk free interest rate 0.12 %-0.47% Expected life 0 to 0.75 years Dividend Yield 0 % Volatility 0% to 109% 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 February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018, however, early adoption is permitted with prospective application to any business development transaction.

2. Summary of Significant Acc14

2. Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2017
Summary Of Significant Accounting Policies Tables
Fair value measurements for assets and liabilities	Level 1 Level 2 Level 3 Total Derivative liability $ -- $ -- $ (24,050 ) $ (24,050 ) Level 1 Level 2 Level 3 Total Derivative liability $ -- $ -- $ (109,731 ) $ (109,731 )
Derivative liability assumptions	Risk free interest rate 1.03 % Expected life 0.5 years Dividend Yield 0 % Volatility 116 % Risk free interest rate 0.12 %-0.47% Expected life 0 to 0.75 years Dividend Yield 0 % Volatility 0% to 109%

3. Notes and Loans Payable (Tab

3. Notes and Loans Payable (Tables)	3 Months Ended
	Mar. 31, 2017
Notes and Loans Payable [Abstract]
Notes and Loans Payable	March 31, 2017 December 31, 2016 Secured Convertible Promissory Note to Tonaquint, Inc., 7.5% per annum; due on or before September 17, 2017 $ 100,000 $ 400,000 100,000 400,000 Less: Unamortized Discount (7,046 ) (43,432 ) $ 92,954 $ 356,568

4. Investment and Notes Recei16

4. Investment and Notes Receivable, Related Parties (Tables)	3 Months Ended
	Mar. 31, 2017
Investment And Notes Receivable Related Parties Tables
Investment and Notes Receivable, Related Parties	March 31, 2017 December 31, 2016 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. 615,000 615,000 Unamortized discount on BioCells note receivable (160,509 ) (167,582 ) $ 454,491 $ 447,418

5. Commitments and Contingenc17

5. Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2017
Commitments And Contingencies Tables
Future minimum rental payments	Rent to be paid 2017 140,167 2018 191,006 2019 145,835 Total $ 477,008

6. Share Based Compensation (Ta

6. Share Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Stock option activity	Stock Options Weighted Average Exercise Price Weighted Avg. Contractual Remaining Life Outstanding, December 31, 2016 4,458,679 0.68 2.98 Granted -- -- -- Exercised -- -- -- Forfeited/Expired -- -- -- Outstanding March 31, 2017 4,458,679 0.68 2.73 Exercisable March 31, 2017 4,458,679 0.68 2.73
Summary of significant ranges of outstanding stock options	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 - 1.11 4,458,679 2.73 $ 0.68 4,458,679 $ 0.68 4,458,679 2.73 $ 0.68 4,458,679 $ 0.68

2. Summary of Significant Acc19

2. Summary of Significant Accounting Policies (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Fair Value, Measurements, Recurring [Member]
Summary of assets and liabilities measured at fair value on a recurring basis
Derivative liability	$ (24,050)	$ (109,731)
Fair Value, Measurements, Recurring [Member], Level 1 [Member]
Summary of assets and liabilities measured at fair value on a recurring basis
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
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
Derivative liability	$ (24,050)	$ (109,731)

2. Summary of Significant Acc20

2. Summary of Significant Accounting Policies (Details 1)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Risk free interest rate	1.03%
Expected life	6 months
Dividend Yield	0.00%	0.00%
Volatility	116.00%
Minimum [Member]
Risk free interest rate		0.12%
Expected life		0 years
Volatility		0.00%
Maximum [Member]
Risk free interest rate		0.47%
Expected life		9 months
Volatility		109.00%

3. Notes and Loans Payable (Det

3. Notes and Loans Payable (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Notes and loans payable	$ 100,000	$ 400,000
Less: Unamortized Discount	(7,046)	(43,432)
Notes and loans payable, Net	92,954	356,568
Secured Convertible Promissory Note To Tonaquint [Member]
Notes and loans payable	$ 100,000	$ 400,000

3. Notes and Loans Payable (D22

3. Notes and Loans Payable (Details Narrative) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Principal Balance Of Notes and Loans Payable	$ 100,000	$ 400,000
Tonaquint, Inc
Principal Balance Of Notes and Loans Payable	100,000	400,000
Accrued Interest	$ 212,687	$ 204,494

4. Investment and Notes Recei23

4. Investment and Notes Receivable, Related Parties (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Unamortized discount on BioCells note receivable	$ (160,509)	$ (167,582)
Notes receivable, net	454,491	447,418
BioCells
Notes receivable	$ 615,000	$ 615,000

5. Commitments and Contingenc24

5. Commitments and Contingencies (Details)	Mar. 31, 2017USD ($)
Commitments And Contingencies Tables
2,017	$ 140,167
2,018	191,006
2,019	145,835
Total	$ 477,008

6. Share Based Compensation (De

6. Share Based Compensation (Details)	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Share Based Compensation Details
Beginning Balance, shares | shares	4,458,679
Granted, shares | shares	0
Exercised, shares | shares	0
Forfeited/Expired, shares | shares	0
Ending Balance, shares | shares	4,458,679
Ending Balance Exercisable, shares | shares	4,458,679
Beginning Balance, weighted average exercise price | $ / shares	$ .68
Granted, weighted average exercise price | $ / shares	0
Exercised, weighted average exercise price | $ / shares	.00
Forfeited/Expired, weighted average exercise price | $ / shares	.00
Ending Balance, weighted average exercise price | $ / shares	.68
Ending Balance Exercisable, weighted average exercise price | $ / shares	$ .68
Beginning Balance, Weighted Avg. Contractual Remaining Life	2 years 11 months 23 days
Ending Balance, Weighted Avg. Contractual Remaining Life	2 years 8 months 23 days
Weighted Avg. Contractual Remaining Life, Exercisable	2 years 8 months 23 days

6. Share Based Compensation (26

6. Share Based Compensation (Details 1) - $ / shares	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Number of Options	4,458,679	4,458,679
Weighted Average Remaining Contractual Life (years)	2 years 8 months 23 days
Weighted Average Exercise Price	$ .68	$ .68
Number of Options Exercisable	4,458,679
Weighted Average Exercise Price	$ .68
Range One [Member]
Range of Exercise Prices	$0.33 - $1.11

7. Stockholder's Equity (Detail

7. Stockholder's Equity (Details Narrative) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Stockholders Equity Details Narrative
Preferred stock, par value	$ 0.0001	$ .0001
Preferred stock shares authorized	5,000,000	5,000,000
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