Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 14, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | CBA Florida, Inc. | |
Entity Central Index Key | 0001289496 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,272,066,146 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 11,499,859 | $ 12,412,583 |
Accounts receivable, net of allowance for doubtful accounts of $0 and $0, respectively | 21,633 | 11,876 |
Prepaid expenses | 106,553 | 113,259 |
Total current assets | 11,628,045 | 12,537,718 |
Cash held in escrow | 3,005,165 | 3,000,674 |
Other assets | 31,478 | 31,478 |
Total assets | 14,664,688 | 15,569,870 |
Liabilities and Stockholders' equity | ||
Accounts payable | 301 | 109,689 |
Income tax payable | 259,176 | 618,176 |
Sales tax payable & other | 114,000 | 116,000 |
Deferred tax liability | 201,788 | 503,577 |
Accrued expenses | 16,556 | 64,902 |
Total current liabilities | 591,821 | 1,412,344 |
Total liabilities | 591,821 | 1,412,344 |
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 | (39,409,017) | (39,324,358) |
Total stockholders' equity | 14,072,867 | 14,157,526 |
Total liabilities and stockholders' equity | $ 14,664,688 | $ 15,569,870 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Allowance for doubtful accounts receivables | $ 0 | $ 0 |
Stockholders Equity | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares outstanding | 0 | 0 |
Common stock, par value | $ .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 | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Cost of services | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Administrative and selling expenses | (148,623) | (762,693) | (252,054) | (1,191,615) |
Loss from operations | (148,623) | (762,693) | (252,054) | (1,191,615) |
Other income | 97,514 | 6,407 | 145,606 | 13,230 |
Loss from continuing operations before income taxes | (51,109) | (756,286) | (106,448) | (1,178,385) |
Income tax benefit | 8,901 | 260,000 | 21,789 | 260,000 |
Net loss from continuing operations | $ (42,208) | $ (496,286) | $ (84,659) | $ (918,385) |
Net income from discontinuing operations | $ 0 | $ 14,284,439 | $ 0 | $ 14,743,188 |
Net income (loss) | $ (42,208) | $ 13,788,153 | $ (84,659) | $ 13,824,803 |
Basic earnings from continuing operations per share | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted earnings from continuing operations per share | 0 | 0 | 0 | 0 |
Basic earnings from discontinued operations per share | 0 | 0.01 | 0 | .01 |
Diluted earnings from discontinued operations per share | 0 | 0.01 | 0 | .01 |
Basic earnings per share | 0 | 0.01 | 0 | 0.01 |
Diluted earnings per share | $ 0 | $ 0.01 | $ 0 | $ 0.01 |
Weighted average common shares outstanding | ||||
Basic weighted average common shares outstanding | 1,272,066,146 | 1,272,066,146 | 1,272,066,146 | 1,272,066,146 |
Diluted weighted average common shares outstanding | 1,272,066,146 | 1,272,066,146 | 1,272,066,146 | 1,272,066,146 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Treasury Stock | Total |
Beginning balance, shares at Dec. 31, 2017 | 0 | 1,272,066,146 | ||||
Beginning balance, amount at Dec. 31, 2017 | $ 0 | $ 127,207 | $ 53,954,510 | $ (52,497,796) | $ (599,833) | $ 984,088 |
Net income (loss) | 13,824,803 | 13,824,803 | ||||
Ending balance, shares at Jun. 30, 2018 | 0 | 1,272,066,146 | ||||
Ending balance, amount at Jun. 30, 2018 | $ 0 | $ 127,207 | 53,954,510 | (38,672,993) | (599,833) | 14,808,891 |
Beginning balance, shares at Mar. 31, 2018 | 0 | 1,272,066,146 | ||||
Beginning balance, amount at Mar. 31, 2018 | $ 0 | $ 127,207 | 53,954,510 | (52,497,796) | (599,833) | 984,088 |
Net income (loss) | 13,788,153 | 13,788,153 | ||||
Ending balance, shares at Jun. 30, 2018 | 0 | 1,272,066,146 | ||||
Ending balance, amount at Jun. 30, 2018 | $ 0 | $ 127,207 | 53,954,510 | (38,672,993) | (599,833) | 14,808,891 |
Beginning balance, shares at Dec. 31, 2018 | 0 | 1,272,066,146 | ||||
Beginning balance, amount at Dec. 31, 2018 | $ 0 | $ 127,207 | 53,954,510 | (39,324,358) | (599,833) | 14,157,526 |
Net income (loss) | (84,659) | (84,659) | ||||
Ending balance, shares at Jun. 30, 2019 | 0 | 1,272,066,146 | ||||
Ending balance, amount at Jun. 30, 2019 | $ 0 | $ 127,207 | 53,954,510 | (39,409,017) | (599,833) | 14,072,867 |
Beginning balance, shares at Mar. 31, 2019 | 0 | 1,272,066,146 | ||||
Beginning balance, amount at Mar. 31, 2019 | $ 0 | $ 127,207 | 53,954,510 | (39,324,358) | (599,833) | 14,157,526 |
Net income (loss) | (42,208) | (42,208) | ||||
Ending balance, shares at Jun. 30, 2019 | 0 | 1,272,066,146 | ||||
Ending balance, amount at Jun. 30, 2019 | $ 0 | $ 127,207 | $ 53,954,510 | $ (39,409,017) | $ (599,833) | $ 14,072,867 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss from continuing operations | $ (84,659) | $ (918,385) |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Amortization of loan receivable discount | 0 | (13,230) |
Depreciation and amortization | 0 | 2,686 |
Bad debt | 0 | 16,197 |
Net change in operating assets and liabilities | ||
Changes in accounts receivable | (9,757) | (177,905) |
Changes in prepaid | 6,706 | 72,175 |
Change in escrow receivable | (4,491) | 0 |
Changes in other assets | 0 | (15,822) |
Changes in accounts payable | (109,388) | (136,075) |
Changes in accrued expenses | (48,346) | (15,174) |
Changes in severance payable | 0 | (26,764) |
Changes in deferred income taxes | (662,789) | (260,000) |
NET CASH USED IN OPERATING ACTIVITIES OF CONTINUING OPERATIONS | (912,724) | (1,472,297) |
Payment from loan receivable- BioCells | 0 | 55,000 |
Change in cash - continuing operations | 0 | (1,417,297) |
CASH FLOWS FROM DISCONTINUED OPERATIONS | ||
Net Cash provided by operating activities | 0 | 1,087,005 |
Net Cash provided by investing activities | 0 | 12,500,000 |
NET CASH PROVIDED BY DISCONTINUED OPERATIONS | 0 | 13,587,005 |
NET INCREASE IN CASH | (912,724) | 12,169,708 |
Cash balance at beginning of period | 12,412,583 | 1,069,917 |
Cash balance at end of period | 11,499,859 | 13,239,625 |
Non-Cash Investing and Financing Activities | ||
Cash paid for interest | 0 | 0 |
Cash paid for tax | $ (641,000) | $ 0 |
1. Organization and Description
1. Organization and Description of Business | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Overview CBA Florida, Inc. ("CBAI" or the “Company”), formerly known as Cord Blood America, Inc., was incorporated in the State of Florida on October 12, 1999 as D&A Lending, Inc. CBAI's wholly-owned subsidiaries include CBA Partners, Inc. which was formerly Cord Partners, Inc., CBA Companies Inc. which was formerly CorCell Companies, Inc., and CBA Sub Ltd. which was formerly CorCell, Ltd., (CBA Partners, Inc., CBA Companies Inc. and CBA Sub Ltd. are sometimes referred to herein collectively as “Cord”), CBA Properties, Inc. ("Properties"), and Career Channel, Inc. formerly D/B/A Rainmakers International. As further described below, on May 17, 2018, CBAI completed a sale of substantially all of the assets of the Company and its wholly-owned subsidiaries. Prior to the sale of substantially all of the assets, CBAI and its subsidiaries had engaged in the following business activities: ● CBAI and Cord specialized in providing private cord blood and cord tissue stem cell services. Additionally, the Company was in the business of procuring birth tissue for organizations utilizing the tissue in the transplantation and/or research of therapeutic products. ● Properties was formed to hold corporate trademarks and other intellectual property. Company Developments – Sale of Assets On February 7, 2018, the Company announced that it entered into an Asset Purchase Agreement, dated as of February 6, 2018 (the “Purchase Agreement”), with California Cryobank Stem Cell Services LLC (“FamilyCord”). The sale of substantially all of the Company’s assets pursuant to the Purchase Agreement was completed on May 17, 2018. Pursuant to the terms of the Purchase Agreement, FamilyCord acquired from CBAI substantially all of the assets of CBAI and its wholly-owned subsidiaries and assumed certain liabilities of CBAI and its wholly-owned subsidiaries. The sale did not include CBAI’s cash and certain other excluded assets and liabilities. FamilyCord agreed to pay a purchase price of $15,500,000 in cash at closing with $3,000,000 of the purchase price deposited into escrow to secure CBAI’s indemnification obligations under the Purchase Agreement. The Purchase Agreement contained customary representations, warranties and covenants for a transaction of this type and nature. Pursuant to the terms of the Purchase Agreement, CBAI indemnified FamilyCord for breaches of its representations and warranties, breaches of covenants, losses related to excluded assets or excluded liabilities and certain other matters. The representations and warranties set forth in the Purchase Agreement generally survive for two years following the closing. In connection with the sale, the parties also entered into a transition services agreement designed to ensure a smooth transition of CBAI’s business from CBAI to FamilyCord. CBAI presently anticipates it will distribute a portion of the sale proceeds to its shareholders in 2019. However, no distribution has been declared by CBAI’s board of directors. The initial distribution amount will be determined by CBAI’s board of directors and will be subject to such factors as taxes payable, operating expenses, indemnification obligations under the Purchase Agreement and other contingencies and estimates. Additional monies may be distributed over time based on cash available and the release of known and unknown liabilities. Given cash needed for the aforementioned expenses and contingencies, total proceeds paid out to shareholders are expected to be significantly less than the gross purchase price. Sale of China Stem Cell Stock and Convertible Debt The Company entered into an Asset Purchase Agreement, dated June 19, 2019 (the “Golden Sun Purchase Agreement”), with Golden Sun Multi-Manager Fund LP (“Golden Sun”), whereby the Company sold all shares and convertible debt it held in China Stem Cells Ltd. (“China Stem Cells”) to Golden Sun. The total proceeds from the sale was $50,000. The Company previously wrote-off the entire value of shares and convertible debt held, and has accrued a gain for the full value of sale proceeds received on its statement of operations for the three and six months ended June 30, 2019. Unaudited Interim Financial Information 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 and six ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 or for any other future period. The condensed consolidated balance sheet at December 31, 2018 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, 2018 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 | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Financial Statement Presentation The preparation of the financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from these estimates. Certain prior year amounts have been reclassified to conform to current year presentation. Pursuant to guidance in ASC 205-20, Presentation of Financial Statements, and ASC 360-10-45-9 to 14, Property, Plant and Equipment, regarding when the results of operations of a component of an entity that is classified as held for sale would be reported as a discontinued operation in the financial statements of the entity. The Company determined that it met the threshold for reporting discontinued operations due to a strategic business shift having a major effect on an entity's operations and financial results. On February 7, 2018, the Company announced that it entered into the Purchase Agreement with FamilyCord. The sale of substantially all of the Company’s assets occurred on May 17, 2018. For this reason, the results of operations for the cord blood and cord tissue stem cell operations have been reclassified into discontinued operations. 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 value of cash and cash equivalents held by the Company at a bank in excess of federally insured limits was $11,249,859 during the period ended June 30,2019. 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 $0 and $16,197 in bad debt expense during the six months ended June 30, 2019 and 2018, 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. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that included the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the portion of tax benefits that more likely than not will not be realized. The Company follows guidance issued by the FASB with regard to its accounting for uncertainty in income taxes recognized in the financial statements. Such guidance prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $641,000 and $0.00 for the six months ended June 30, 2019 and 2018, respectively. The Company files income tax returns with the Internal Revenue Service (“IRS”) and various state jurisdictions. Accounting for Stock Option Plan The Company follows the provisions of Accounting Standards Codification (“ASC”) 718, “Accounting for Stock-based Compensation”), which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. 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, and as of June 30, 2019, this was the case. 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, 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. For certain of the Company’s financial instruments, including cash, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses, and deferred revenues, the carrying amounts approximate fair value due to their short maturities. The carrying amounts of the Company’s notes receivable and notes payable approximates fair value based on the prevailing interest rates. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (ASU 2014-09) as modified by ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” and ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” The revenue recognition principle in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, new and enhanced disclosures will be required. Companies may adopt the new standard either using the full retrospective approach, a modified retrospective approach with practical expedients, or a cumulative effect upon adoption approach. The Company adopted ASC 606 effective January 1, 2018 using the full retrospective approach. The adoption of ASU 2014-09 did not have any material impact on the Company’s consolidated financial position, results of operations, equity or cash flows. 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 was effective for the Company on January 1, 2018, and there was no impact as a result of adopting this ASU on our financial statements and related disclosures. 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. |
3. Discontinued Operations - Co
3. Discontinued Operations - Cord Blood and Cord Tissue Stem Cell Storage Operations | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
3. Discontinued Operations - Cord Blood and Cord Tissue Stem Cell Storage Operations | On February 7, 2018, the Company announced that it entered into the Purchase Agreement with FamilyCord. The sale of substantially all of the Company’s assets to FamilyCord was completed on May 17, 2018. Discontinued Operations On May 17, 2018, the Company divested its Cord Blood and Cord Tissue Stem Cell Storage Operations (CBCTS) to FamilyCord $15.5 million in cash and the assumption of net liabilities of $473,538. The sale resulted in the recognition of an after-tax income of $13.9 million, which is reflected as net income from discontinued operations in the Consolidated Statements of Operations. The Company has classified the CBCTS assets and liabilities as held-for-sale as of December 31, 2017 in the accompanying Consolidated Balance Sheets and has classified the CBCTS operating results, net of tax, as discontinued operations in the accompanying Consolidated Statement of Operations for all periods presented. Previously, CBCTS represented the sole operations of the Company. Background Pursuant to the terms of the Purchase Agreement, FamilyCord agreed to acquire from CBAI substantially all of the assets of CBAI and its wholly-owned subsidiaries and to assume certain liabilities of CBAI and its wholly-owned subsidiaries. FamilyCord agreed to pay a purchase price of $15,500,000 in cash at closing with $3,000,000 of the purchase price deposited into escrow to secure CBAI’s indemnification obligations under the Purchase Agreement. The sale, which was completed on May 17, 2018, did not include CBAI’s cash, accounts receivables, and certain other excluded assets and liabilities. The assets sold and liabilities transferred in the transaction were previously the sole revenue generating assets of the Company. The results of operations associated with the assets sold have been reclassified into discontinued operations for periods prior to the completion of the transaction. The following is a summary of assets and liabilities sold, and gain recognized, in connection with the sale of assets to FamilyCord during the year ended December 31, 2018: Other current assets $ 45,391 Total current assets 45,391 Customer contracts and relationships, net of amortization 953,490 Property, plant & equipment, less accumulated depreciation 23,685 Total assets $ 1,022,566 Deferred revenue $ 1,496,104 Total liabilities $ 1,496,104 The gain on sale of assets was reported during the period was determined as follows: Total assets sold $ 1,022,566 Total liability sold 1,496,104 Net liability sold 473,538 Cash received 12,500,000 Cash in escrow 3,000,000 Total consideration 15,500,000 Net gain from sales of assets $ 15,973,538 Income from Discontinued Operations The sale of the majority of the assets and liabilities related to the cord blood and cord tissue stem cell operation represents a strategic shift in the Company’s business. For this reason, the results of operations related to the assets and liabilities held for sale for all periods are classified as discontinued operations. The following is a summary of the results of operations related to the assets held for sale for the six months ended June 30, 2019 and 2018: Six-Month Period Ended Six-Month Period Ended June 30, 2019 June 30, 2018 Revenue $ -- $ 1,108,381 Cost of services -- (308,976 ) Gross profit -- 799,405 Depreciation and amortization -- (99,231 ) Income from Discontinued Operations -- 700,174 FamilyCord reimbursement -- 164,477 Gain on sale of assets -- 15,973,537 Income from discontinued operations before taxes -- 16,838,188 Income taxes -- (2,095,000 ) Net income from discontinued operations -- 14,743,188 The following is a summary of net cash provided by operating activities and investing activities for the assets held for sale for the six months ended June 30, 2019 and June 30, 2018: Six-Month Period Ended Six-Month Period Ended June 30, 2019 June 30, 2018 Cash provided by discontinued operations $ -- $ 1,087,005 Cash provided by investing activities of discontinued operations $ -- $ 12,500,000 The following is a summary of the results of operations related to the assets held for sale for the three months ended June 30, 2019 and 2018: Three-Month Period Ended Three-Month Period Ended June 30, 2019 June 30, 2018 Revenue $ -- $ 405,502 Cost of services -- (136,646 ) Gross profit -- 268,856 Depreciation and amortization -- (27,431 ) Income from Discontinued Operations -- 241,425 FamilyCord reimbursement -- 164,477 Gain on sale of assets -- 15,973,537 Income from discontinued operations before taxes -- 16,379,439 Income taxes -- (2,095,000 ) Net income from discontinued operations -- 14,248,439 The following is a summary of net cash provided by operating activities and investing activities for the assets held for sale for the three months ended June 30, 2019 and June 30, 2018: Three-Month Period Ended Three-Month Period Ended June 30, 2019 June 30, 2018 Cash provided by discontinued operations $ -- $ 526,869 Cash provided by investing activities of discontinued operations $ -- $ 12,500,000 |
4. Property and Equipment
4. Property and Equipment | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | At June 30, 2019 and December 31, 2018, property and equipment consist of: Useful Life (Years) June 30, 2019 December 31, 2018 Furniture and fixtures 1-5 $ -- $ 17,597 Computer equipment 5 -- 124,466 Laboratory Equipment 1-5 -- 5,837 Freezer equipment 7-15 -- 34,699 Leasehold Improvements 5 -- 102,862 -- 285,461 Less: accumulated depreciation and amortization -- (285,461 ) $ -- $ -- For the six months ended June 30, 2019 and 2018, depreciation expense totaled $0 and $2,686 respectively for continuing operations and $0 and $5,682 respectively for discontinued operations. For the three months ended June 30, 2019 and 2018, depreciation expense totaled $0 and $1,344 respectively for continuing operations and $0 and $2,345, respectively for discontinued operations. |
5. Commitments and Contingencie
5. Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Operating Leases On January 21, 2014, the Company entered a First Amendment to Lease (the “Amendment”), 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 common area maintenance (“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 December 31, 2018, were as follows: Rent to be paid. 2019 48,612 Total $ 48,612 |
6. Share Based Compensation
6. Share Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
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. 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 during the six months ended June 30, 2019 and the year ended December 31, 2018. The Company’s stock option activity was as follows: Stock Options Weighted Average Exercise Price Weighted Avg. Contractual Remaining Life Outstanding, December 31, 2018 4,307,994 0.69 0.57 Granted -- -- -- Exercised -- -- -- Forfeited/Expired -- -- -- Outstanding June 30, 2019 4,307,994 0.69 0.57 Exercisable June 30, 2019 4,307,994 0.69 0.57 The following table summarizes significant ranges of outstanding stock options under the stock option plan at June 30, 2019: 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 $ 0-53 — 1.11 4,307,994 0.57 $ 0.69 4,307,994 $ 0.69 4,307,994 0.57 $ 0.69 4,307,994 $ 0.69 |
7. Income Tax
7. Income Tax | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax | The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. For the first quarter of 2019 the Company expects to utilize net operating losses generated in the current year to offset future deferred tax liabilities derived from the sale of assets in 2018. The company expects its overall effective tax rate for 2019 to be around 23%. As of June 30, 2019 and December 31, 2018, the Company has a partial valuation allowance on net operating losses that may not be able to be utilized fully. For the six months ended June 30, 2019 the Company recorded a tax benefit of $21,789, as compared to a tax benefit of $260,000 for the comparative six month period ended June 30, 2018. For the three months ended June 30, 2019 the Company recorded a tax benefit of $8,901, as compared to a tax benefit of $260,000 for the comparative three month period ended June 30, 2018. |
8. Stockholder's Equity
8. Stockholder's Equity | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' equity: | |
Stockholder's Equity | Preferred Stock The Company has 5,000,000 shares of $.0001 par value preferred stock authorized. As of June 30, 2019, and December 31, 2018, 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 June 30, 2019, and December 31, 2018, the Company had 1,272,066,146 shares of common stock issued and outstanding. 20,000 shares remain in the Company’s treasury. |
9. Subsequent Events
9. Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | None. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Financial Statement Presentation | The preparation of the financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from these estimates. Certain prior year amounts have been reclassified to conform to current year presentation. Pursuant to guidance in ASC 205-20, Presentation of Financial Statements, and ASC 360-10-45-9 to 14, Property, Plant and Equipment, regarding when the results of operations of a component of an entity that is classified as held for sale would be reported as a discontinued operation in the financial statements of the entity. The Company determined that it met the threshold for reporting discontinued operations due to a strategic business shift having a major effect on an entity's operations and financial results. On February 7, 2018, the Company announced that it entered into the Purchase Agreement with FamilyCord. The sale of substantially all of the Company’s assets occurred on May 17, 2018. For this reason, the results of operations for the cord blood and cord tissue stem cell operations have been reclassified into discontinued operations. |
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 value of cash and cash equivalents held by the Company at a bank in excess of federally insured limits was $11,249,859 during the period ended June 30,2019. 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 $0 and $16,197 in bad debt expense during the six months ended June 30, 2019 and 2018, 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. |
Income Taxes | The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that included the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the portion of tax benefits that more likely than not will not be realized. The Company follows guidance issued by the FASB with regard to its accounting for uncertainty in income taxes recognized in the financial statements. Such guidance prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $641,000 and $0.00 for the six months ended June 30, 2019 and 2018, respectively. The Company files income tax returns with the Internal Revenue Service (“IRS”) and various state jurisdictions. |
Accounting for Stock Option Plan | The Company follows the provisions of Accounting Standards Codification (“ASC”) 718, “Accounting for Stock-based Compensation”), which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. |
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, and as of June 30, 2019, this was the case. 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, 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. For certain of the Company’s financial instruments, including cash, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses, and deferred revenues, the carrying amounts approximate fair value due to their short maturities. The carrying amounts of the Company’s notes receivable and notes payable approximates fair value based on the prevailing interest rates. |
Recently Issued Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (ASU 2014-09) as modified by ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” and ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” The revenue recognition principle in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, new and enhanced disclosures will be required. Companies may adopt the new standard either using the full retrospective approach, a modified retrospective approach with practical expedients, or a cumulative effect upon adoption approach. The Company adopted ASC 606 effective January 1, 2018 using the full retrospective approach. The adoption of ASU 2014-09 did not have any material impact on the Company’s consolidated financial position, results of operations, equity or cash flows. 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 was effective for the Company on January 1, 2018, and there was no impact as a result of adopting this ASU on our financial statements and related disclosures. 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. |
3. Discontinued Operations - _2
3. Discontinued Operations - Cord Blood and Cord Tissue Stem Cell Storage Operations (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets and liabilities sold, and gain recognized, in connection with the sale of assets | Other current assets $ 45,391 Total current assets 45,391 Customer contracts and relationships, net of amortization 953,490 Property, plant & equipment, less accumulated depreciation 23,685 Total assets $ 1,022,566 Deferred revenue $ 1,496,104 Total liabilities $ 1,496,104 |
Assets and liabilities classified as held-for-sale | Total assets sold $ 1,022,566 Total liability sold 1,496,104 Net liability sold 473,538 Cash received 12,500,000 Cash in escrow 3,000,000 Total consideration 15,500,000 Net gain from sales of assets $ 15,973,538 |
Results of operations related to the assets held for sale | Six-Month Period Ended Six-Month Period Ended June 30, 2019 June 30, 2018 Revenue $ -- $ 1,108,381 Cost of services -- (308,976 ) Gross profit -- 799,405 Depreciation and amortization -- (99,231 ) Income from Discontinued Operations -- 700,174 FamilyCord reimbursement -- 164,477 Gain on sale of assets -- 15,973,537 Income from discontinued operations before taxes -- 16,838,188 Income taxes -- (2,095,000 ) Net income from discontinued operations -- 14,743,188 Three-Month Period Ended Three-Month Period Ended June 30, 2019 June 30, 2018 Revenue $ -- $ 405,502 Cost of services -- (136,646 ) Gross profit -- 268,856 Depreciation and amortization -- (27,431 ) Income from Discontinued Operations -- 241,425 FamilyCord reimbursement -- 164,477 Gain on sale of assets -- 15,973,537 Income from discontinued operations before taxes -- 16,379,439 Income taxes -- (2,095,000 ) Net income from discontinued operations -- 14,248,439 |
Net cash provided by operating activities for the assets held for sale | Six-Month Period Ended Six-Month Period Ended June 30, 2019 June 30, 2018 Cash provided by discontinued operations $ -- $ 1,087,005 Cash provided by investing activities of discontinued operations $ -- $ 12,500,000 Three-Month Period Ended Three-Month Period Ended June 30, 2019 June 30, 2018 Cash provided by discontinued operations $ -- $ 526,869 Cash provided by investing activities of discontinued operations $ -- $ 12,500,000 |
4. Property And Equipment (Tabl
4. Property And Equipment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Useful Life (Years) June 30, 2019 December 31, 2018 Furniture and fixtures 1-5 $ -- $ 17,597 Computer equipment 5 -- 124,466 Laboratory Equipment 1-5 -- 5,837 Freezer equipment 7-15 -- 34,699 Leasehold Improvements 5 -- 102,862 -- 285,461 Less: accumulated depreciation and amortization -- (285,461 ) $ -- $ -- |
5. Commitments and Contingenc_2
5. Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum rental payments | Rent to be paid. 2019 48,612 Total $ 48,612 |
6. Share Based Compensation (Ta
6. Share Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Stock option activity | Stock Options Weighted Average Exercise Price Weighted Avg. Contractual Remaining Life Outstanding, December 31, 2018 4,307,994 0.69 0.57 Granted -- -- -- Exercised -- -- -- Forfeited/Expired -- -- -- Outstanding June 30, 2019 4,307,994 0.69 0.57 Exercisable June 30, 2019 4,307,994 0.69 0.57 |
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 $ 0-53 — 1.11 4,307,994 0.57 $ 0.69 4,307,994 $ 0.69 4,307,994 0.57 $ 0.69 4,307,994 $ 0.69 |
3. Discontinued Operations - _3
3. Discontinued Operations - Cord Blood and Cord Tissue Stem Cell Storage Operations (Details) | Dec. 31, 2018USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Other current assets | $ 45,391 |
Total current assets | 45,391 |
Customer contracts and relationships, net of amortization | 953,490 |
Property, plant & equipment, less accumulated depreciation | 23,685 |
Total assets | 1,022,566 |
Deferred revenue | 1,496,104 |
Total liabilities | $ 1,496,104 |
3. Discontinued Operations - _4
3. Discontinued Operations - Cord Blood and Cord Tissue Stem Cell Storage Operations (Details 1) | Dec. 31, 2018USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Total assets sold | $ 1,022,566 |
Total liability sold | 1,496,104 |
Net liability sold | 473,538 |
Cash received | 12,500,000 |
Cash in escrow | 3,000,000 |
Total consideration | 15,500,000 |
Net gain from sales of assets | $ 15,973,538 |
3. Discontinued Operations - _5
3. Discontinued Operations - Cord Blood and Cord Tissue Stem Cell Storage Operations (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenue | $ 0 | $ 405,502 | $ 0 | $ 1,108,381 |
Cost of services | 0 | (136,646) | 0 | (308,976) |
Gross profit | 0 | 268,856 | 0 | 799,405 |
Depreciation and Amortization | 0 | (27,431) | 0 | (99,231) |
Income from Discontinued Operations | 0 | 241,425 | 0 | 700,174 |
FamilyCord reimbursement | 0 | 164,477 | 0 | 164,477 |
Gain on sale of assets | 0 | 15,973,537 | 0 | 15,973,537 |
Income from discontinued operations before taxes | 0 | 16,379,439 | 0 | 16,838,188 |
Income taxes | 0 | (2,095,000) | 0 | (2,095,000) |
Net income from discontinued operations | $ 0 | $ 14,248,439 | 0 | 14,743,188 |
Cash provided by discontinued operations | 0 | 1,087,005 | ||
Cash provided by investing activities of discontinued operations | $ 0 | $ 12,500,000 |
4. Property and Equipment (Deta
4. Property and Equipment (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Property and equipment, gross | $ 0 | $ 285,461 |
Less: accumulated depreciation and amortization | 0 | (285,461) |
Property and equipment, net | 0 | 0 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 0 | 17,597 |
Computer Equipment [Member] | ||
Property and equipment, gross | 0 | 124,466 |
Labaratory Equipment [Member] | ||
Property and equipment, gross | 0 | 5,837 |
Freezer Equipment [Member] | ||
Property and equipment, gross | 0 | 34,699 |
Leaseholds and Leasehold Improvements [Member] | ||
Property and equipment, gross | $ 0 | $ 102,862 |
4. Property and Equipment (De_2
4. Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense, continuing operations | $ 0 | $ 1,344 | $ 0 | $ 2,686 |
Depreciation and amortization expense, discontinued operations | $ 0 | $ 2,345 | $ 0 | $ 5,682 |
5. Commitments and Contingenc_3
5. Commitments and Contingencies (Details) | Jun. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 48,612 |
Total | $ 48,612 |
6. Share Based Compensation (De
6. Share Based Compensation (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Beginning balance, shares | shares | 4,307,994 |
Granted, shares | shares | 0 |
Exercised, shares | shares | 0 |
Forfeited/expired, shares | shares | 0 |
Ending balance, shares | shares | 4,307,994 |
Ending balance exercisable, shares | shares | 4,307,994 |
Beginning balance, weighted average exercise price | $ / shares | $ .69 |
Granted, weighted average exercise price | $ / shares | .00 |
Exercised, weighted average exercise price | $ / shares | .00 |
Forfeited/expired, weighted average exercise price | $ / shares | .00 |
Ending balance, weighted average exercise price | $ / shares | .69 |
Ending balance exercisable, weighted average exercise price | $ / shares | $ .69 |
Beginning balance, weighted avg. contractual remaining life | 6 months 25 days |
Ending balance, weighted avg. contractual remaining life | 6 months 25 days |
Weighted avg. contractual remaining life, exercisable | 6 months 25 days |
6. Share Based Compensation (_2
6. Share Based Compensation (Details 1) - $ / shares | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Number of Options | 4,307,994 | 4,307,994 |
Weighted Average Remaining Contractual Life (years) | 6 months 25 days | |
Weighted Average Exercise Price | $ .69 | $ .69 |
Number of Options Exercisable | 4,307,994 | |
Weighted Average Exercise Price | $ .69 | |
Range One [Member] | ||
Range of Exercise Prices | $0.53 - $1.11 | |
Number of Options | 4,307,994 | |
Weighted Average Remaining Contractual Life (years) | 6 months 25 days | |
Weighted Average Exercise Price | $ 0.69 | |
Number of Options Exercisable | 4,307,994 | |
Weighted Average Exercise Price | $ 0.69 |
7. Income Tax (Details Narrativ
7. Income Tax (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ 8,901 | $ 260,000 | $ 21,789 | $ 260,000 |
8. Stockholder's Equity (Detail
8. Stockholder's Equity (Details Narrative) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Stockholders' equity: | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares outstanding | 0 | 0 |
Common stock, par value | $ .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 |