Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 25, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | CBA Florida, Inc. | ||
Entity Central Index Key | 0001289496 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | true | ||
Entity Public Float | $ 9,540,000 | ||
Entity Common Stock, Shares Outstanding | 1,272,066,146 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 000-50746 | ||
Entity Incorporation State Country Code | FL |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 11,532,312 | $ 12,412,583 |
Accounts receivable, net of allowance for doubtful accounts of $0 and $0, respectively | 33,843 | 11,876 |
Prepaid expenses | 96,119 | 113,259 |
Total current assets | 11,662,274 | 12,537,718 |
Cash held in escrow | 3,007,254 | 3,000,674 |
Other assets | 1,404 | 31,478 |
Income Tax Receivable | 105,355 | 0 |
Total assets | 14,776,287 | 15,569,870 |
Current liabilities: | ||
Accounts payable | 37,268 | 109,689 |
Income tax payable | 0 | 618,176 |
Sales tax payable & other | 116,000 | 116,000 |
Deferred tax liability | 486,667 | 503,577 |
Accrued expenses | 15,675 | 64,902 |
Total current liabilities | 655,610 | 1,412,344 |
Total liabilities | 655,610 | 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 outstanding | 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 | (39,361,207) | (39,324,358) |
Total stockholders' equity | 14,120,677 | 14,157,526 |
Total liabilities and stockholders' equity | $ 14,776,287 | $ 15,569,870 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 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 issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (AUDITED) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Operating expenses | $ (639,378) | $ (3,876,585) |
Income (loss) from operations | (639,378) | (3,876,585) |
Other income | 236,402 | 104,724 |
Income (loss) from continuing operations before provision for income taxes | (402,976) | (3,771,861) |
Income taxes | 86,176 | 714,624 |
Net loss from continuing operations | (316,800) | (3,057,537) |
Net income from discontinued operations, net of tax | 279,951 | 16,230,675 |
Net income | $ (36,849) | $ 13,173,438 |
Basic loss from continuing operations per share | $ 0 | $ 0 |
Diluted loss from continuing operations per share | 0 | 0 |
Basic earnings from discontinued operations per share | 0 | 0.01 |
Diluted earnings from discontinued operations per share | 0 | 0.01 |
Basic earnings per share | 0 | 0.01 |
Diluted earnings per share | $ 0 | $ 0.01 |
Weighted average common shares outstanding | ||
Basic weighted average common shares outstanding | 1,272,066,146 | 1,272,066,146 |
Diluted weighted average common shares outstanding | 1,272,066,146 | 1,272,066,146 |
CONSOLIDATED STATEMENT OF CHANG
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 | 13,173,438 | 13,173,438 | ||||
Ending balance, shares at Dec. 31, 2018 | 0 | 1,272,066,146 | ||||
Ending balance, amount at Dec. 31, 2018 | $ 0 | $ 127,207 | 53,954,510 | (39,324,358) | (599,833) | 14,157,526 |
Net income | (36,849) | (36,849) | ||||
Ending balance, shares at Dec. 31, 2019 | 0 | 1,272,066,146 | ||||
Ending balance, amount at Dec. 31, 2019 | $ 0 | $ 127,207 | $ 53,954,510 | $ (39,361,207) | $ (599,833) | $ 14,120,677 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (AUDITED) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss from continuing operations | $ (36,849) | $ (3,057,237) |
Adjustments to reconcile net income to net cash used in operating activities. | ||
Amortization of loan receivable discount | 0 | (19,637) |
Loss from settlement | 0 | 89,597 |
Depreciation and amortization | 0 | 9,092 |
Bad debt | 0 | 10,220 |
Net change in operating assets and liabilities | ||
Changes in accounts receivable | (21,967) | 39,602 |
Changes in prepaid | 17,140 | 33,219 |
Changes in other assets | 30,074 | (12,186) |
Changes in escrow receivable | (6,580) | (674) |
Changes in accounts payable | (72,421) | (261,480) |
Changes in income tax | (740,441) | (1,571,871) |
Changes in accrued expenses | (49,227) | (28,331) |
Changes in severance payable | 0 | (26,764) |
NET CASH PROVIDED BY OPERATING ACTIVITIES OF CONTINUING OPERATIONS | (880,271) | (4,796,450) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Payments from loan receivable - Biocordcell | 0 | 350,000 |
NET CASH PROVIDED BY INVESTNG ACTIVITIES OF CONTINUING OPERATIONS | 0 | 350,000 |
CASH FLOWS FROM DISCONTINUED OPERATIONS | ||
Net Cash provided by operating activities | 0 | 3,289,116 |
Net Cash provided by investing activities | 0 | 12,500,000 |
NET CASH PROVIDED BY DISCONTINUED OPERATIONS | 0 | 15,789,116 |
NET INCREASE IN CASH | (880,271) | 11,342,666 |
Cash balance at beginning of year | 12,412,583 | 1,069,917 |
Cash balance at end of year | 11,532,312 | 12,412,583 |
Non-Cash Investing and Financing Activities: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | $ (662,789) | $ (1,074,000) |
1. Organization and Description
1. Organization and Description of Business | 12 Months Ended |
Dec. 31, 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 and related liabilities, 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. CBAI previously disclosed that it anticipates distributing proceeds from the FamilyCord sale to shareholders. Based on the information currently available to it, the Company is unable to estimate the aggregate amount which will ultimately be distributed to its shareholders. The actual amounts of any distributions may vary substantially, depending on, among other things, whether the Company becomes subject to any additional liabilities or claims, including potential claims for indemnification relating to sales of the Company’s assets, whether the Company incurs unexpected or greater than expected losses with respect to contingent liabilities, the extent to which the Company is able to monetize any remaining non-cash assets and any future amounts received by the Company in connection with, among other things, all future amounts received by the Company, including the amount of FamilyCord sale proceeds to be released from escrow upon the termination of the escrow in May 2020 CBAI and its Board of Directors continue to contemplate a distribution, 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. BioCells Acquisition and Subsequent Sale In September 2010, the Company entered into a Stock Purchase Agreement (the “Agreement”), with the Shareholders of Biocordcell Argentina S.A., a corporation organized under the laws of Argentina (“BioCells”), providing for the Company’s acquisition of 50.004% of the outstanding shares of BioCells (the “Shares). On September 29, 2014, the Company closed a transaction whereby it sold its ownership stake in BioCells, amounting to 50.004% of the outstanding shares of BioCells to Diego Rissola (Purchaser), who is the current President and Chairman of the Board of BioCells and a shareholder prior to the transaction. Under the Agreement, the Purchaser was obligated to pay the total amount of $705,000, as follows: $5,000 on or before October 12, 2014; $10,000 on or before December 1, 2014; $15,000 on or before March 1, 2015; $15,000 on or before June 1, 2015; $45,000 on or before June 1, 2016; $55,000 on or before June 1, 2017; $55,000 on or before June 1, 2018; $55,000 on or before June 1, 2019; $65,000 on or before June 1, 2020; $75,000 on or before June 1, 2021; $75,000 on or before June 1, 2022; $75,000 on or before June 1, 2023; $80,000 on or before June 1, 2024; $80,000 on or before June 1, 2025. On October 31, 2018, the Company entered into a settlement agreement with the Purchaser whereby the Purchaser agreed to make a one-time payment of $294,988 to the Company to settle all remaining payments and obligations due under the Agreement. The Company received the settlement payment on November 6, 2019, and wrote off the remaining unpaid receivable of $89,597 remaining under the terms of the Agreement. Sale of China Stem Cell Stock and Convertible Debt The Company entered into an Asset Purchase Agreement, dated June 19, 2019, 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 the China Stem Cells shares and convertible debt held by the Company, and accrued a gain for the full value of sale proceeds received on its statement of operations for the nine months ended September 30, 2019. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 accounting standard codification (“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 Company maintains cash and cash equivalents at several financial institutions. The value of cash and cash equivalents held by the Company at a bank in excess of federally insured limits was $11,282,312 during the period ended December 31, 2019. 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 $0.00 and $10,220 in bad debt expense during the years ended December 31, 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. Intangible Assets (related to cord blood and cord tissue stem cell storage business) Intangible assets consist primarily of customer contracts and relationships as part of the acquisition of the CorCell and CureSource assets in 2007. During 2011 the Company also foreclosed and acquired assets from NeoCells, a subsidiary of ViviCells, as satisfaction of outstanding receivables from ViviCells. Intangible assets are stated at cost. Amortization of intangible assets is computed using the sum of the years’ digits method, over an estimated useful life of 18 years. Amortization expense included in the discontinued operations for the years ended December 31, 2019 and 2018 was $0.00 and $27,345 respectively. Notes Receivable (related to cord blood and cord tissue stem cell storage business) Notes receivable consists of the notes due from Biocordcell Argentina S.A. (BioCells). The notes receivable are recorded at carrying-value on the financial statements. For note receivable from BioCells, since the Company agreed to finance the sale of the shares in BioCells at no stated interest, in accordance with ASC 500, the interest method was applied using a 6% borrowing rate. The Company recorded an unamortized discount based on the 6% borrowing rate and the discount is amortized throughout the life of the note. Deferred Revenue (related to cord blood and cord tissue stem cell storage business) Deferred revenue consists of payments for enrollment in the program and processing of umbilical cord blood and cord tissue by customers whose samples have not yet been collected, as well as the pro-rata share of annual storage fees for customers whose samples were stored during the year. Valuation of Derivative Instruments ASC 815-40 requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with ASC 815-40-15 to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Binomial option pricing formula and present value pricing. At December 31, 2019 and December 31, 2018, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its consolidated statements of operations. Revenue Recognition (related to cord blood and cord tissue stem cell storage business) In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under the provisions of Accounting Standards Update (“ASU”) 2014-09, entities 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, ASU 2014-09 requires new and enhanced disclosures. 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. Cost of Services Costs are incurred as umbilical cord blood, cord tissue and birth tissue are collected. These costs include the transportation of the umbilical cord blood, cord tissue and birthing tissue from the hospital, direct material and labor, costs for processing and cryogenic storage of new samples by a third party laboratory, collection kit materials and allocated rent, utility and general administrative expenses. The Company expenses costs in the period incurred. 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 $0 for the years ended December 31, 2019 and 2018. 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. The Company’s common equivalent shares are excluded from the computation of diluted EPS if the effect is anti-dilutive. The diluted weighted average common shares outstanding are 1,272,066,146 and as of December 31, 2019 and 2018, respectively. Concentration of Risk Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet their contractual obligations to be similarly affected by changes in economic or other conditions described below. Relationships and agreements which could potentially expose the Company to concentrations of credit risk consist of the use of one source for the processing and storage of all umbilical cord blood and one source for the development and maintenance of a website. The Company believes that alternative sources are available for each of these concentrations. Financial instruments that subject the Company to credit risk could consist of cash balances maintained in excess of federal depository insurance limits. The Company maintains its cash and cash equivalent balances with high credit quality financial institutions. At times, cash and cash equivalent balances may be in excess of Federal Deposit Insurance Corporation limits, and as of December 31, 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. There were no financial instruments measured on a recurring basis as of December 31, 2019 and 2018 and on a non-recurring basis for any of the periods presented. 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. Comprehensive Income and Loss The Company had no items that would be classified as other comprehensive income or loss for the years ended December 31, 2019 and 2018. 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. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. This new standard removes, adds and modifies certain disclosure requirements for fair value measurements in Topic 820. The Company will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and the valuation processes of Level 3 fair value measurements. However, the Company will be required to additionally disclose the changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements, and the range and weighted average of assumptions used to develop significant unobservable inputs for Level 3 fair value measurements. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments relating to additional disclosure requirements will be applied prospectively for only the most recent interim or annual period presented in the initial year of adoption. All other amendments will be applied retrospectively to all periods presented upon their effective date. The Company is permitted to early adopt either the entire ASU or only the provisions that eliminate or modify the requirements. The Company evaluated the impact of this pronouncement and concluded that the guidance does not have a material impact on its financial position and results of operations. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes |
3. Discontinued Operations - Co
3. Discontinued Operations - Cord Blood and Cord Tissue Stem Cell Storage Operations | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
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 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 $ 15,973,537 Additionally, the operating results and cash flows related to assets sold on May 17, 2018 are included in discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows for the years ended December 31, 2019 and December 31, 2018. Income From Discontinued Operations The sale of the majority of the assets 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 years ended December 31, 2019 and December 31, 2018: Year Ended Year Ended December 31, 2019 December 31, 2018 Revenue $ -- $ 1,108,382 Cost of services -- (473,312 ) Gross profit -- 635,070 Depreciation and amortization -- (99,231 ) Income from Discontinued Operations -- 535,839 FamilyCord reimbursement -- 435,923 Gain on sale of assets -- 15,973,537 Income from discontinued operations before taxes -- 16,945,299 Income taxes -- (714,624 ) Net income from discontinued operations -- 16,230,675 The following is a summary of net cash provided by operating activities and investing activities for the years ended December 31, 2019 and December 31, 2018: Year Ended Year Ended December 31, 2019 December 31, 2018 Cash provided by discontinued operations $ -- $ 3,289,116 Cash provided by investing activities of discontinued operations $ -- $ 12,500,000 |
4. Property and Equipment
4. Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | At December 31, 2019 and 2018, property and equipment consisted of: Useful Life (Years) December 31, 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 ) $ -- $ -- Assets held for sale: Furniture and fixtures 1-5 $ -- $ -- Computer equipment 5 -- -- Laboratory Equipment 1-5 -- -- Freezer equipment 7-15 -- -- -- -- Less: accumulated depreciation and amortization -- -- $ -- $ -- For the years ended December 31, 2019 and 2018, depreciation expense totaled $0.00 and $5,066, respectively, for continuing operations and $0.00 and $5,862, respectively, for discontinued operations. |
5. Commitments and Contingencie
5. Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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, Office #258, Las Vegas, Nevada. The new month-to-month lease for the Company’s headquarters was entered into on August 21, 2019 and commenced on October 1, 2019. The Company believes that it has adequate space for its anticipated needs. The Company’s rent expense was $18,211 and $166,558 during the years ended December 31, 2019 and 2018, respectively. |
6. Share Based Compensation
6. Share Based Compensation | 12 Months Ended |
Dec. 31, 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 also registered its 2009 Flexible Stock Plan (the “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. 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 such plan. The Company also canceled the Company's 2010 Flexible Stock Plan and returned 501,991 reserved but unused common shares back to its treasury. Stock options that vest at the end of a one-year period are amortized over the vesting period using the straight-line method. For stock options awarded using graded vesting, the expense is recorded at the beginning of each year in which a percentage of the options vests. The Company did not issue any stock options for the years ended December 31, 2019 and 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 1.06 Granted -- -- -- Exercised -- -- -- Forfeited/Expired 3,643,934 -- -- Outstanding December 31, 2019 664,060 0.53 0.40 Exercisable December 31, 2019 664,060 0.53 0.40 The following table summarizes significant ranges of outstanding stock options under the stock option plan at December 31, 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 $ .53 664,060 0.40 $ 0.53 664,060 $ 0.53 - 664,060 0.40 $ 0.53 664,060 $ 0.53 |
7. Income Tax
7. Income Tax | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The components of income (loss) consists of the following: Years Ended December 31, 2019 2018 Loss from continuing operations $ (402,976 ) $ (3,771,861 ) Income from discontinued operations - 19,113,490 Income before taxes $ (402,976 ) $ 15,341,629 For the year ended December 31, 2019, income from discontinued operations included a $279,951 tax benefit for federal and state income taxes arising from a 2014 asset sale that had originally been treated as a capital gain when it should have been treated as a capital loss. Income tax expense (benefit) consists of the following: Years Ended December 31, 2019 2018 U.S. Federal Tax $ - $ 1,577,221 State and Local Tax - 123,393 Current Income Tax - $ 1,700,614 Deferred U.S. Federal Tax (86,176 ) 503,577 Total Income Tax $ (86,176 ) $ 2,204,191 The Company has realized an income tax benefit from continuing operations of $86,176 as a consequence of the utilization of federal and state net operating loss offsets. The difference between the provision for income taxes (benefit) and the amount computed by applying the U.S. federal income tax rate for the years ended December 31, 2019 and 2018 were as follows: Years Ended December 31, 2019 2018 Federal income tax benefit/expense at statutory rate (34%) 21.00 % 21.00 % State income tax, net of federal benefit 23.12 0.63 Capital loss benefit 46.47 0.00 Valuation allowance 1.14 (55.84 ) Reduction in NOLs 0.00 48.54 Other (2.51) 0.00 Effective income tax rate 89.22 % 14.33 % The major components of the Company’s deferred tax assets as of December 31, 2019 and 2018 are shown below. 2019 2018 Net operating loss carryforwards $ 144,551 $ 65,559 Other deferred tax assets 25,491 38,648 Gain Liability (600,516 ) (546,908 ) Valuation allowance (56,193 ) (60,876 ) Net deferred tax assets (liabilities) $ (486,667 ) $ (503,577 ) Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates in effect for the year the temporary differences are expected to be recovered or settled. The Company has evaluated the positive and negative evidence bearing upon the realization of its deferred tax assets and liabilities. Under applicable accounting standards, management has considered the Company’s operational history and concluded that it is more likely than not the Company will recognize partial benefits of its deferred tax assets for 2019 and 2018. Accordingly, a valuation allowance of $56,193 and $60,876 was established at December 31, 2019 and 2018, respectively, to offset the net deferred tax assets. The decrease in valuation allowance by $4,683 to $56,193 for the year ending December 31, 2019 was primarily related to the utilization of net operating loss carryforwards to offset current year income and also the write-off of net operating losses due to Section 382 limitation analysis. The Company has U.S. federal net operating loss (“NOL”) carryforwards available at December 31, 2019 of approximately $688,340 that will begin to expire in 2025. The 2019 NOLs of $376,155 will have an indefinite life and will not expire under the Tax Cuts and Jobs Act (the “TCJA”). The Company has its operations in the state of Nevada, which does not have state income taxes. The State of Nevada has a gross receipts tax, which is included as a component of operating expenses. Utilization of the NOL carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that could occur in the future. These future ownership changes may limit the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income and tax, respectively. To the extent an ownership change may occur, the NOL credit carryforwards and other deferred tax assets may be subject to limitations. On December 22, 2017, President Trump signed into law the TCJA which significantly reforms the Internal Revenue Code of 1986, as amended. The TCJA, among other things, includes changes to U.S. federal tax rates, imposes significant additional limitations on the deductibility of interest and NOLs, allows for the expensing of capital expenditures, and puts into effect the migration from a “worldwide” system of taxation to a territorial system. The TCJA permanently lowers the corporate federal income tax rate to 21% from the existing maximum rate of 35%, effective for tax years including or commencing on January 1, 2018. As a result of the reduction of the corporate federal income tax rate to 21%, U.S. GAAP requires companies to revalue their deferred tax assets and deferred tax liabilities as of the date of enactment, with the resulting tax effects accounted for in the reporting period of enactment. This revaluation resulted in a provision of $4,602,300 to income tax expense in continuing operations and a corresponding reduction of the Company’s valuation allowance. As a result of the offsetting valuation allowance, there was no impact to the Company’s income statement for the year ended December 31, 2017 from the reduction in federal income tax rates. We For the years ending December 31, 2019 and 2018, the Company is not aware of any uncertain tax positions or benefits. The Company’s policy is to record estimated interest and penalties related to uncertain tax benefits as income tax expense. As of December 31, 2019, and 2018, the Company had no accrued interest or penalties recorded related to uncertain tax positions. The tax years 2014 through 2019 remain open to examination by major taxing jurisdictions to which the Company is subject, which are primarily in the U.S. The statute of limitations for U.S. net operating losses utilized in future years will remain open beginning in the year of utilization. |
8. Other
8. Other | 12 Months Ended |
Dec. 31, 2019 | |
Other | |
Other | Certain U.S. Federal Income Tax Consequences of the Sale of Assets The sale of assets to FamilyCord was a transaction taxable to the Company for United States federal income tax purposes. In general, the Company will recognize taxable gain in an amount equal to the difference, if any, between (i) the total amount realized by the Company on the sale and (ii) the Company’s aggregate adjusted tax basis in the assets sold. The total amount realized by the Company on the sale will equal the cash the Company receives in exchange for the assets sold, plus the amount of related liabilities assumed by the Buyer or cancelled in the transaction. The Company expects that a portion of the taxable gain recognized on the sale will be offset by current year losses from operations and available net operating loss carry forwards, as currently reflected on our consolidated U.S. federal income tax returns. However, the Company believes that a significant portion of its net operating loss carryforwards will never be fully utilized and will expire unused. Our shareholders will not be subject to U.S. federal income tax on the sale. However, as discussed below, our shareholders will be subject to U.S. federal income tax upon the receipt of any distribution of sale proceeds made by the Company to our shareholders. Certain U.S. Federal Income Tax Consequences of the Sale of Assets to U.S. Shareholders For purposes of this discussion, a “U.S. shareholder” is a beneficial owner of shares of Company stock who or that is, for U.S. federal income tax purposes: ● an individual who is a citizen or resident of the United States; ● corporation, or any other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof or the District of Columbia; ● an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or ● any trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the United States Internal Revenue Code of 1986) have the authority to control all substantial decisions of the trust, or (ii) if a valid election is in place to treat the person as a United States person. Pursuant to the Purchase Agreement, the Company may not dissolve or liquidate for at least two years following closing of the transaction. Therefore, prior to the Company’s adoption of a plan of liquidation, each distribution made by the Company to a U.S. shareholder is characterized as a dividend to the extent of the Company’s current and accumulated earnings and profits (as determined under U.S. federal income tax principles). Provided that certain holding period requirements are satisfied, a dividend received by a U.S. shareholder who is an individual, trust or estate may qualify as “qualified dividend income” that is currently subject to U.S. federal income tax at a maximum rate of 20%. Dividends received by corporate U.S. shareholders may be eligible for a dividend received deduction (subject to applicable exceptions and limitations). Any portion of a distribution that exceeds the Company’s current and accumulated earnings and profits is treated as a non-taxable return of capital, reducing such U.S. shareholder’s adjusted tax basis in its shares of Company stock and, thereafter as gain from the sale or exchange of Company stock. On February 11, 2020, the Company’s Board of Directors approved a plan of dissolution (the “Plan”) that is subject to shareholder approval. If the Company’s shareholders approve the Plan, the Company presently intends to make an initial distribution of at least $0.0048 per share of common stock as promptly as reasonably possible thereafter. Based on the information currently available to it, the Company is unable to estimate the aggregate amount which will ultimately be distributed to its shareholders. |
9. Tax Estimates and Tax Expens
9. Tax Estimates and Tax Expense | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Tax Estimates and Tax Expense | For the year ended December 31, 2019, income from discontinued operations included a $279,951 tax benefit for federal and state income taxes arising from a 2014 asset sale that had originally been treated as a capital gain when it should have been treated as a capital loss. In addition, we have realized an income tax benefit from continuing operations of $86,176 as a consequence of the utilization of federal and state net operating loss offsets. |
10. Stockholder's Equity
10. Stockholder's Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' equity: | |
Stockholder's Equity | Preferred Stock The Company has 5,000,000 shares of $0.0001 par value preferred stock authorized, which includes 1,500,000 shares of Series A Preferred Stock. As of December 31, 2019 and 2018, the Company had no preferred stock issued and outstanding. Common Stock As of December 31, 2019 the Company had 2,890,000,000 shares of $0.0001 par value common stock authorized. As of December 31, 2019 and 2018, the Company had 1,272,066,146 shares of common stock issued and outstanding, and 20,000 shares remain in the Company’s treasury. |
11. Subsequent Events
11. Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | On February 11, 2020, the Company’s Board of Directors approved a Plan of Dissolution of the Company (the “Plan of Dissolution”) for the orderly liquidation and wind-up of the Company (the “Dissolution”). The Plan and the Dissolution are contingent on approval of the Plan by the Company’s shareholders. If the Company’s shareholders approve the Plan, the Company presently intends to make an initial distribution of at least $0.0048 per share of common stock as promptly as reasonably possible thereafter. Based on the information currently available to it, the Company is unable to estimate the aggregate amount which will ultimately be distributed to its shareholders. The actual amounts of any liquidating distributions may vary substantially, depending on, among other things, whether the Company becomes subject to any additional liabilities or claims, including potential claims for indemnification relating to sales of the Company’s assets, whether the Company incurs unexpected or greater than expected losses with respect to contingent liabilities, the extent to which the Company is able to monetize any remaining non-cash assets and any future amounts received by the Company in connection with, among other things, all future amounts received by the Company, including the amount of asset sale proceeds to be released from escrow upon the termination of the escrow in May 2020. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 accounting standard codification (“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 Company maintains cash and cash equivalents at several financial institutions. The value of cash and cash equivalents held by the Company at a bank in excess of federally insured limits was $11,282,312 during the period ended December 31, 2019. |
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 $0.00 and $10,220 in bad debt expense during the years ended December 31, 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. |
Intangible Assets | Intangible assets consist primarily of customer contracts and relationships as part of the acquisition of the CorCell and CureSource assets in 2007. During 2011 the Company also foreclosed and acquired assets from NeoCells, a subsidiary of ViviCells, as satisfaction of outstanding receivables from ViviCells. Intangible assets are stated at cost. Amortization of intangible assets is computed using the sum of the years’ digits method, over an estimated useful life of 18 years. Amortization expense included in the discontinued operations for the years ended December 31, 2019 and 2018 was $0.00 and $27,345 respectively. |
Notes Receivable | Notes receivable consists of the notes due from Biocordcell Argentina S.A. (BioCells). The notes receivable are recorded at carrying-value on the financial statements. For note receivable from BioCells, since the Company agreed to finance the sale of the shares in BioCells at no stated interest, in accordance with ASC 500, the interest method was applied using a 6% borrowing rate. The Company recorded an unamortized discount based on the 6% borrowing rate and the discount is amortized throughout the life of the note. |
Deferred Revenue | Deferred revenue consists of payments for enrollment in the program and processing of umbilical cord blood and cord tissue by customers whose samples have not yet been collected, as well as the pro-rata share of annual storage fees for customers whose samples were stored during the year. |
Valuation of Derivative Instruments | ASC 815-40 requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with ASC 815-40-15 to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Binomial option pricing formula and present value pricing. At December 31, 2019 and December 31, 2018, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its consolidated statements of operations. |
Revenue Recognition | In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under the provisions of Accounting Standards Update (“ASU”) 2014-09, entities 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, ASU 2014-09 requires new and enhanced disclosures. 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. |
Cost of Services | Costs are incurred as umbilical cord blood, cord tissue and birth tissue are collected. These costs include the transportation of the umbilical cord blood, cord tissue and birthing tissue from the hospital, direct material and labor, costs for processing and cryogenic storage of new samples by a third party laboratory, collection kit materials and allocated rent, utility and general administrative expenses. The Company expenses costs in the period incurred. |
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 $0 for the years ended December 31, 2019 and 2018. 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. The Company’s common equivalent shares are excluded from the computation of diluted EPS if the effect is anti-dilutive. The diluted weighted average common shares outstanding are 1,272,066,146 and as of December 31, 2019 and 2018, respectively. |
Concentration of Risk | Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet their contractual obligations to be similarly affected by changes in economic or other conditions described below. Relationships and agreements which could potentially expose the Company to concentrations of credit risk consist of the use of one source for the processing and storage of all umbilical cord blood and one source for the development and maintenance of a website. The Company believes that alternative sources are available for each of these concentrations. Financial instruments that subject the Company to credit risk could consist of cash balances maintained in excess of federal depository insurance limits. The Company maintains its cash and cash equivalent balances with high credit quality financial institutions. At times, cash and cash equivalent balances may be in excess of Federal Deposit Insurance Corporation limits, and as of December 31, 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. There were no financial instruments measured on a recurring basis as of December 31, 2019 and 2018 and on a non-recurring basis for any of the periods presented. 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. |
Comprehensive Income and Loss | The Company had no items that would be classified as other comprehensive income or loss for the years ended December 31, 2019 and 2018. |
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. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. This new standard removes, adds and modifies certain disclosure requirements for fair value measurements in Topic 820. The Company will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and the valuation processes of Level 3 fair value measurements. However, the Company will be required to additionally disclose the changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements, and the range and weighted average of assumptions used to develop significant unobservable inputs for Level 3 fair value measurements. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments relating to additional disclosure requirements will be applied prospectively for only the most recent interim or annual period presented in the initial year of adoption. All other amendments will be applied retrospectively to all periods presented upon their effective date. The Company is permitted to early adopt either the entire ASU or only the provisions that eliminate or modify the requirements. The Company evaluated the impact of this pronouncement and concluded that the guidance does not have a material impact on its financial position and results of operations. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes |
3. Discontinued Operations - _2
3. Discontinued Operations - Cord Blood and Cord Tissue Stem Cell Storage Operations (Tables) | 12 Months Ended |
Dec. 31, 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 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 $ 15,973,537 |
Results of operations related to the assets held for sale | Year Ended Year Ended December 31, 2019 December 31, 2018 Revenue $ -- $ 1,108,382 Cost of services -- (473,312 ) Gross profit -- 635,070 Depreciation and amortization -- (99,231 ) Income from Discontinued Operations -- 535,839 FamilyCord reimbursement -- 435,923 Gain on sale of assets -- 15,973,537 Income from discontinued operations before taxes -- 16,945,299 Income taxes -- (714,624 ) Net income from discontinued operations -- 16,230,675 |
Net cash provided by operating activities for the assets held for sale | Year Ended Year Ended December 31, 2019 December 31, 2018 Cash provided by discontinued operations $ -- $ 3,289,116 Cash provided by investing activities of discontinued operations $ -- $ 12,500,000 |
4. Property And Equipment (Tabl
4. Property And Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property And equipment | Useful Life (Years) December 31, 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 ) $ -- $ -- Assets held for sale: Furniture and fixtures 1-5 $ -- $ -- Computer equipment 5 -- -- Laboratory Equipment 1-5 -- -- Freezer equipment 7-15 -- -- -- -- Less: accumulated depreciation and amortization -- -- $ -- $ -- |
6. Share Based Compensation (Ta
6. Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 1.06 Granted -- -- -- Exercised -- -- -- Forfeited/Expired 3,643,934 -- -- Outstanding December 31, 2019 664,060 0.53 0.40 Exercisable December 31, 2019 664,060 0.53 0.40 |
Outstanding stock options under the stock option plan | Range of Exercise Prices Number of Options Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Options Exercisable Weighted Average Exercise Price $ .53 664,060 0.40 $ 0.53 664,060 $ 0.53 - 664,060 0.40 $ 0.53 664,060 $ 0.53 |
7. Income Tax (Tables)
7. Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Components of income (loss) | Years Ended December 31, 2019 2018 Loss from continuing operations $ (402,976 ) $ (3,771,861 ) Income from discontinued operations - 19,113,490 Income before taxes $ (402,976 ) $ 15,341,629 |
Income tax expense (benefit) | Years Ended December 31, 2019 2018 U.S. Federal Tax $ - $ 1,577,221 State and Local Tax - 123,393 Current Income Tax - $ 1,700,614 Deferred U.S. Federal Tax (86,176 ) 503,577 Total Income Tax $ (86,176 ) $ 2,204,191 |
Provision for income tax | Years Ended December 31, 2019 2018 Federal income tax benefit/expense at statutory rate (34%) 21.00 % 21.00 % State income tax, net of federal benefit 23.12 0.63 Capital loss benefit 46.47 0.00 Valuation allowance 1.14 (55.84 ) Reduction in NOLs 0.00 48.54 Other (2.51) 0.00 Effective income tax rate 89.22 % 14.33 % |
Net deferred tax assets | 2019 2018 Net operating loss carryforwards $ 144,551 $ 65,559 Other deferred tax assets 25,491 38,648 Gain Liability (600,516 ) (546,908 ) Valuation allowance (56,193 ) (60,876 ) Net deferred tax assets (liabilities) $ (486,667 ) $ (503,577 ) |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Cash and cash equivalents in excess of federally insured limits | $ 11,282,312 | |
Diluted weighted average common shares outstanding | 1,272,066,146 | 1,272,066,146 |
3. Discontinued Operations - _3
3. Discontinued Operations - Cord Blood and Cord Tissue Stem Cell Storage Operations (Details) | May 17, 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) | May 17, 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 | $ 15,973,537 |
3. Discontinued Operations - _5
3. Discontinued Operations - Cord Blood and Cord Tissue Stem Cell Storage Operations (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 0 | $ 1,108,382 |
Cost of services | 0 | (473,312) |
Gross profit | 0 | 635,070 |
Depreciation and Amortization | 0 | (99,231) |
Income from Discontinued Operations | 0 | 535,839 |
FamilyCord reimbursement | 0 | 435,923 |
Gain on sale of assets | 0 | 15,973,537 |
Income from discontinued operations before taxes | 0 | 16,945,299 |
Income taxes | 0 | (714,624) |
Net income from discontinued operations | 0 | 16,230,675 |
Cash provided by discontinued operations | 0 | 3,289,116 |
Cash provided by investing activities of discontinued operations | $ 0 | $ 12,500,000 |
4. Property and Equipment (Deta
4. Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 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 |
Assets held for sale, gross | 0 | 0 |
Less: accumulated depreciation and amortization | 0 | 0 |
Assets held for sale, net | 0 | 0 |
Furniture and Fixtures | ||
Property and equipment, gross | 0 | 17,597 |
Assets held for sale, gross | $ 0 | 0 |
Furniture and Fixtures | Minimum | ||
Property and equipment useful lives | 1 year | |
Assets held for sale useful lives | 1 year | |
Furniture and Fixtures | Maximum | ||
Property and equipment useful lives | 5 years | |
Assets held for sale useful lives | 5 years | |
Computer Equipment | ||
Property and equipment, gross | $ 0 | 124,466 |
Property and equipment useful lives | 5 years | |
Assets held for sale, gross | $ 0 | 0 |
Assets held for sale useful lives | 5 years | |
Labaratory Equipment | ||
Property and equipment, gross | $ 0 | 5,837 |
Assets held for sale, gross | $ 0 | 0 |
Labaratory Equipment | Minimum | ||
Property and equipment useful lives | 1 year | |
Assets held for sale useful lives | 1 year | |
Labaratory Equipment | Maximum | ||
Property and equipment useful lives | 5 years | |
Assets held for sale useful lives | 5 years | |
Freezer Equipment | ||
Property and equipment, gross | $ 0 | 34,699 |
Assets held for sale, gross | $ 0 | 0 |
Freezer Equipment | Minimum | ||
Property and equipment useful lives | 7 years | |
Assets held for sale useful lives | 7 years | |
Freezer Equipment | Maximum | ||
Property and equipment useful lives | 15 years | |
Assets held for sale useful lives | 15 years | |
Leaseholds and Leasehold Improvements | ||
Property and equipment, gross | $ 0 | $ 102,862 |
Property and equipment useful lives | 5 years | |
Assets held for sale useful lives | 5 years |
4. Property and Equipment (De_2
4. Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 0 | $ 5,066 |
Discontinued operations depreciation and amortization | $ 0 | $ 5,862 |
5. Commitments and Contingenc_2
5. Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 18,211 | $ 166,558 |
6. Share Based Compensation (De
6. Share Based Compensation (Details) | 12 Months Ended |
Dec. 31, 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 | 3,643,934 |
Ending balance, shares | shares | 664,060 |
Ending balance exercisable, shares | shares | 664,060 |
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 | .53 |
Ending balance exercisable, weighted average exercise price | $ / shares | $ .53 |
Beginning balance, weighted avg. contractual remaining life (in years) | 1 year 22 days |
Ending balance, weighted avg. contractual remaining life (in years) | 4 months 24 days |
Ending balance exercisable, weighted avg. contractual remaining life (in years) | 4 months 24 days |
6. Share Based Compensation (_2
6. Share Based Compensation (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Range of exercise prices | $ .53 | |
Number of options | 664,060 | 4,307,994 |
Weighted average remaining contractual life (years) | 4 months 24 days | |
Weighted average exercise price | $ .53 | $ .69 |
Number of options exercisable | 664,060 | |
Weighted average exercise price | $ .53 | |
Range One | ||
Range of exercise prices | $ .53 | |
Number of options | 664,060 | |
Weighted average remaining contractual life (years) | 4 months 24 days | |
Weighted average exercise price | $ 0.53 | |
Number of options exercisable | 664,060 | |
Weighted average exercise price | $ 0.53 |
7. Income Tax (Details)
7. Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Loss from continuing operations | $ (402,976) | $ (3,771,861) |
Income from discontinued operations | 0 | 19,113,490 |
Income before taxes | $ (402,976) | $ 15,341,629 |
7. Income Tax (Details 1)
7. Income Tax (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
U.S. Federal Tax | $ 0 | $ 1,577,221 |
State and Local Tax | 0 | 123,393 |
Current Income Tax | 0 | 1,700,614 |
Deferred U.S. Federal Tax | (86,176) | 503,577 |
Total Income Tax | $ (86,176) | $ 2,204,191 |
7. Income Tax (Details 2)
7. Income Tax (Details 2) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax benefit/expense at statutory rate (34%) | 21.00% | 21.00% |
State income tax, net of federal benefit | 23.12% | 0.63% |
Capital loss benefit | 46.47% | 0.00% |
Permanent differences | 0.00% | |
Federal rate reduction under tax reform | 0.00% | |
Change in valuation allowance | 1.14% | (55.84%) |
Reduction in NOLs | 0.00% | 48.54% |
Other | (2.51%) | 0.00% |
Effective income tax rate | 89.22% | 14.33% |
7. Income Tax (Details 3)
7. Income Tax (Details 3) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 144,551 | $ 65,559 |
Other deferred tax assets | 25,491 | 38,648 |
Gain Liability | (600,516) | (546,908) |
Valuation allowance | (56,193) | (60,876) |
Net deferred tax assets | $ (486,667) | $ (503,577) |
10. Stockholders Equity (Detail
10. Stockholders Equity (Details Narrative) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Stockholders' equity: | ||
Preferred stock authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Common stock outstanding | 1,272,066,146 | 1,272,066,146 |
Treasury stock | 20,000 | 20,000 |