CBA Florida (CBAI) 10-Q 14 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 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	Sep. 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	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,272,066,146
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash	$ 11,367,561	$ 12,412,583
Accounts receivable, net of allowance for doubtful accounts of $0 and $0, respectively	36,138	11,876
Prepaid expenses	101,365	113,259
Total current assets	11,505,064	12,537,718
Cash held in escrow	3,006,055	3,000,674
Other assets	33,350	31,478
Total assets	14,544,469	15,569,870
Liabilities and Stockholders' equity
Accounts payable	50,584	109,689
Income tax payable	259,176	618,176
Sales tax payable & other	114,000	116,000
Deferred tax liability	173,643	503,577
Accrued expenses	451	64,902
Total current liabilities	597,854	1,412,344
Total liabilities	597,854	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	(39,535,269)	(39,324,358)
Total stockholders' equity	13,946,615	14,157,526
Total liabilities and stockholders' equity	$ 14,544,469	$ 15,569,870

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($)	Sep. 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		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 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	(197,642)	(297,424)	(449,696)	(1,489,038)
Loss from operations	(197,642)	(297,424)	(449,696)	(1,489,038)
Other income	43,246	33,553	188,852	46,783
Loss from continuing operations before income taxes	(154,396)	(263,871)	(260,844)	(1,442,255)
Income tax benefit	28,144	8,314	49,933	268,314
Net loss from continuing operations	$ (126,252)	$ (255,557)	$ (210,911)	$ (1,173,941)
Net income from discontinued operations, net of tax	$ 0	$ 162,014	$ 0	$ 14,905,202
Net income (loss)	$ (126,252)	$ (93,543)	$ (210,911)	$ 13,731,261
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	.00	0.01
Diluted earnings from discontinued operations per share	0	0.01	.00	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)				13,731,261		13,731,261
Ending balance, shares at Sep. 30, 2018	0	1,272,066,146
Ending balance, amount at Sep. 30, 2018	$ 0	$ 127,207	53,954,510	(38,766,535)	(599,833)	14,715,349
Beginning balance, shares at Jun. 30, 2018	0	1,272,066,146
Beginning balance, amount at Jun. 30, 2018	$ 0	$ 127,207	53,954,510	(38,672,992)	(599,833)	14,808,892
Net income (loss)				(93,543)		(93,543)
Ending balance, shares at Sep. 30, 2018	0	1,272,066,146
Ending balance, amount at Sep. 30, 2018	$ 0	$ 127,207	53,954,510	(38,766,535)	(599,833)	14,715,349
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)				(210,911)		(210,911)
Ending balance, shares at Sep. 30, 2019	0	1,272,066,146
Ending balance, amount at Sep. 30, 2019	$ 0	$ 127,207	53,954,510	(39,535,269)	(599,833)	13,946,615
Beginning balance, shares at Jun. 30, 2019	0	1,272,066,146
Beginning balance, amount at Jun. 30, 2019	$ 0	$ 127,207	53,954,510	(39,409,017)	(599,833)	14,072,867
Net income (loss)				(126,252)		(126,252)
Ending balance, shares at Sep. 30, 2019	0	1,272,066,146
Ending balance, amount at Sep. 30, 2019	$ 0	$ 127,207	$ 53,954,510	$ (39,535,269)	$ (599,833)	$ 13,946,615

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations	$ (210,911)	$ (1,427,513)
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of loan receivable discount	0	(19,637)
Depreciation and amortization	0	4,026
Bad debt	0	16,197
Net change in operating assets and liabilities
Changes in accounts receivable	(24,262)	(225,514)
Changes in prepaid	11,894	119,950
Change in escrow receivable	(5,381)	(2,429)
Changes in other assets	(1,872)	(15,822)
Changes in accounts payable	(59,105)	(303,792)
Changes in accrued expenses	(64,451)	23,676
Changes in severance payable	0	(26,764)
Changes in deferred income taxes	(690,934)	(1,226,314)
NET CASH USED IN OPERATING ACTIVITIES OF CONTINUING OPERATIONS	(1,045,022)	(3,083,936)
Payment from loan receivable- BioCells	0	55,000
Change in cash - continuing operations	0	(3,028,936)
CASH FLOWS FROM DISCONTINUED OPERATIONS
Net cash provided by operating activities	0	1,502,591
Net cash provided by investing activities	0	12,500,000
NET CASH PROVIDED BY DISCONTINUED OPERATIONS	0	14,002,591
NET INCREASE IN CASH	(1,045,022)	10,973,655
Cash balance at beginning of period	12,412,583	1,069,917
Cash balance at end of period	11,367,561	12,043,572
Non-Cash Investing and Financing Activities
Cash paid for interest	0	0
Cash paid for taxes	$ (662,789)	$ 0

1. Organization and Description

1. Organization and Description of Business	9 Months Ended
	Sep. 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 previously disclosed that it anticipated distributing a portion of the sale proceeds to shareholders in 2019. With the goal of maximizing shareholder value, CBAI and its board of directors are also evaluating other alternatives including potentially pursuing a plan of liquidation and dissolution and/or a sale of the Company. In order to enable any such alternatives to be fully explored, the Company may not distribute a portion of the sale proceeds to its shareholders in 2019. The Company has no commitments, agreements or understandings with respect to any such alternatives and there can be no assurance that any such alternatives will be consummated or the terms thereof. CBAI and its Board of Directors continue to contemplate a distribution, but based on discussions, evaluations, and business judgement, have not yet determined if this will occur, or when. Regardless of the alternative(s) undertaken by the Company given the Company’s expenses and other contingencies the total proceeds ultimately paid out to shareholders will be significantly less than the gross purchase price the Company received from its Purchase Agreement with FamilyCord. 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 nine months ended September 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 nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 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	9 Months Ended
	Sep. 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 $11,117,561 during the period ended September 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 nine months ended September 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 $662,789 and $1,074,000 for the nine months ended September 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 September 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	9 Months Ended
	Sep. 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 nine months ended September 30, 2019 and 2018: Nine-Month Period Ended Nine-Month Period Ended September 30, 2019 September 30, 2018 Revenue $ -- $ 1,108,381 Cost of services -- (418,107 ) Gross profit -- 690,274 Depreciation and amortization -- (99,231 ) Income from Discontinued Operations -- 591,043 FamilyCord reimbursement -- 435,922 Gain on sale of assets -- 15,973,537 Income from discontinued operations before taxes -- 17,000,502 Income taxes -- (2,095,000 ) Net income from discontinued operations -- 14,905,202 The following is a summary of net cash provided by operating activities and investing activities for the assets held for sale for the nine months ended September 30, 2019 and September 30, 2018: Nine-Month Period Ended Nine-Month Period Ended September 30, 2019 September 30, 2018 Cash provided by discontinued operations $ -- $ 1,087,004 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 September 30, 2019 and 2018: Three-Month Period Ended Three-Month Period Ended September 30, 2019 September 30, 2018 Revenue $ -- $ -- Cost of services -- (109,131 ) Gross profit -- (109,131 ) Depreciation and amortization -- -- Income from Discontinued Operations -- (109,131 ) FamilyCord reimbursement -- 271,445 Gain on sale of assets -- -- Income from discontinued operations before taxes -- 162,314 Income taxes -- (300 ) Net income from discontinued operations -- 162,014 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 September 30, 2019 and September 30, 2018: Three-Month Period Ended Three-Month Period Ended September 30, 2019 September 30, 2018 Cash provided by discontinued operations $ -- $ -- Cash provided by investing activities of discontinued operations $ -- $ --

4. Property and Equipment

4. Property and Equipment	9 Months Ended
	Sep. 30, 2019
Property, Plant and Equipment [Abstract]
Property and Equipment	At September 30, 2019 and December 31, 2018, property and equipment consist of: Useful Life (Years) September 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 nine months ended September 30, 2019 and 2018, depreciation expense totaled $0 and $4,026 respectively for continuing operations and $0 and $5,862 respectively for discontinued operations. For the three months ended September 30, 2019 and 2018, depreciation expense totaled $0 and $1,342 respectively for continuing operations and $0 and $0, respectively for discontinued operations.

5. Commitments and Contingencie

5. Commitments and Contingencies	9 Months Ended
	Sep. 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 On October 1, 2019, the Company moved to a new corporate headquarters located at 3753 Howard Hughes Parkway, Suite 200, Las Vegas, Nevada. The new month-to-month term lease (the “New Property Lease”) was entered into on August 21, 2019 and commenced on October 1, 2019.

6. Share Based Compensation

6. Share Based Compensation	9 Months Ended
	Sep. 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 nine months ended September 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 0.31 Granted -- -- -- Exercised -- -- -- Forfeited/Expired -- -- -- Outstanding September 30, 2019 4,307,994 0.69 0.31 Exercisable September 30, 2019 4,307,994 0.69 0.31 The following table summarizes significant ranges of outstanding stock options under the stock option plan at September 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 0.31 $ 0.69 4,307,994 $ 0.69 4,307,994 0.31 $ 0.69 4,307,994 $ 0.69

7. Income Tax

7. Income Tax	9 Months Ended
	Sep. 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 20.89%. As of September 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 nine months ended September 30, 2019 the Company recorded a tax benefit of $49,933, as compared to a tax benefit of $268,314 for the comparative nine month period ended September 30, 2018. For the three months ended September 30, 2019 the Company recorded a tax benefit of $28,144, as compared to a tax benefit of $8,314 for the comparative three month period ended September 30, 2018.

8. Stockholder's Equity

8. Stockholder's Equity	9 Months Ended
	Sep. 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 September 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 September 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	9 Months Ended
	Sep. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	None.

2. Summary of Significant Acc_2

2. Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 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 $11,117,561 during the period ended September 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 nine months ended September 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 $662,789 and $1,074,000 for the nine months ended September 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 September 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)	9 Months Ended
	Sep. 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	Nine-Month Period Ended Nine-Month Period Ended September 30, 2019 September 30, 2018 Revenue $ -- $ 1,108,381 Cost of services -- (418,107 ) Gross profit -- 690,274 Depreciation and amortization -- (99,231 ) Income from Discontinued Operations -- 591,043 FamilyCord reimbursement -- 435,922 Gain on sale of assets -- 15,973,537 Income from discontinued operations before taxes -- 17,000,502 Income taxes -- (2,095,000 ) Net income from discontinued operations -- 14,905,202 Three-Month Period Ended Three-Month Period Ended September 30, 2019 September 30, 2018 Revenue $ -- $ -- Cost of services -- (109,131 ) Gross profit -- (109,131 ) Depreciation and amortization -- -- Income from Discontinued Operations -- (109,131 ) FamilyCord reimbursement -- 271,445 Gain on sale of assets -- -- Income from discontinued operations before taxes -- 162,314 Income taxes -- (300 ) Net income from discontinued operations -- 162,014
Net cash provided by operating activities for the assets held for sale	Nine-Month Period Ended Nine-Month Period Ended September 30, 2019 September 30, 2018 Cash provided by discontinued operations $ -- $ 1,087,004 Cash provided by investing activities of discontinued operations $ -- $ 12,500,000 Three-Month Period Ended Three-Month Period Ended September 30, 2019 September 30, 2018 Cash provided by discontinued operations $ -- $ -- Cash provided by investing activities of discontinued operations $ -- $ --

4. Property And Equipment (Tabl

4. Property And Equipment (Tables)	9 Months Ended
	Sep. 30, 2019
Property, Plant and Equipment [Abstract]
Property and equipment	Useful Life (Years) September 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 ) $ -- $ --

6. Share Based Compensation (Ta

6. Share Based Compensation (Tables)	9 Months Ended
	Sep. 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 0.31 Granted -- -- -- Exercised -- -- -- Forfeited/Expired -- -- -- Outstanding September 30, 2019 4,307,994 0.69 0.31 Exercisable September 30, 2019 4,307,994 0.69 0.31
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 0.31 $ 0.69 4,307,994 $ 0.69 4,307,994 0.31 $ 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		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Discontinued Operations and Disposal Groups [Abstract]
Revenue	$ 0	$ 0	$ 0	$ 1,108,381
Cost of services	0	(109,131)	0	(418,107)
Gross profit	0	(109,131)	0	690,274
Depreciation and Amortization	0	0	0	(99,231)
Income from Discontinued Operations	0	(109,131)	0	591,043
FamilyCord reimbursement	0	271,445	0	435,922
Gain on sale of assets	0	0	0	15,973,537
Income from discontinued operations before taxes	0	162,314	0	17,000,502
Income taxes	0	(300)	0	(2,095,000)
Net income from discontinued operations	0	162,014	0	14,905,202
Cash provided by discontinued operations	0	0	0	1,087,004
Cash provided by investing activities of discontinued operations	$ 0	$ 0	$ 0	$ 12,500,000

4. Property and Equipment (Deta

4. Property and Equipment (Details) - USD ($)	Sep. 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		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense, continuing operations	$ 0	$ 1,342	$ 0	$ 4,026
Depreciation and amortization expense, discontinued operations	$ 0	$ 0	$ 0	$ 5,862

6. Share Based Compensation (De

6. Share Based Compensation (Details)	9 Months Ended
	Sep. 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	0.69
Ending balance exercisable, weighted average exercise price | $ / shares	$ 0.69
Beginning balance, weighted avg. contractual remaining life	3 months 22 days
Ending balance, weighted avg. contractual remaining life	3 months 22 days
Weighted avg. contractual remaining life, exercisable	3 months 22 days

6. Share Based Compensation (_2

6. Share Based Compensation (Details 1) - $ / shares	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Number of Options	4,307,994	4,307,994
Weighted Average Remaining Contractual Life (years)	3 months 22 days
Weighted Average Exercise Price	$ 0.69	$ .69
Number of Options Exercisable	4,307,994
Weighted Average Exercise Price	$ 0.69
Range One [Member]
Range of Exercise Prices	$0.53 - $1.11
Number of Options	4,307,994
Weighted Average Remaining Contractual Life (years)	3 months 22 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		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Income tax benefit	$ 28,144	$ 8,314	$ 49,933	$ 268,314

8. Stockholder's Equity (Detail

8. Stockholder's Equity (Details Narrative) - $ / shares	Sep. 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