10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

for the transition period from _________ to _________

CBA FLORIDA, INC.

(Exact Name of Small Business Registrant as Specified in its Charter)

FLORIDA	000-50746	90-0613888
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1857 HELM DRIVE LAS VEGAS, NV	89119
(Address of principal executive offices)	(Zip Code)

(702) 914-7293

(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all documents and reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filings for the past 90 days. Yes ☐ No☑

Indicate by check mark whether the registrant has submitted electronically every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☑

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☑	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act.): Yes ☐ No ☑

Number of shares of CBA Florida, Inc. common stock, $0.0001 par value, outstanding as of August 14, 2019, 1,272,066,146 exclusive of treasury shares.

CBA FLORIDA, INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets June 30, 2019 (unaudited) and December 31, 2018	3
	Condensed Consolidated Statements of Income (unaudited) for the six months ended June 30, 2019 and June 30, 2018	4
	Condensed Consolidated Statements of Income (Loss) (unaudited) for the three months ended June 30, 2019 and 30, 2018	5
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the six months ended June 30, 2019 and June 30, 2018	6
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the three months ended June 30, 2019 and June 30, 2018	7
	Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2019 and June 30, 2018	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	20
Signatures		21

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

CBA FLORIDA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2019 (unaudited)	December 31, 2018
Current assets:
Cash	$11,499,859	$12,412,583
Accounts receivable, net of allowance for doubtful accounts of $0.00 and $0.00, respectively	21,633	11,876
Prepaid expenses	106,553	113,259
Total current assets	11,628,045	12,537,718
Cash held in escrow	3,005,165	3,000,674
Other Assets	31,478	31,478
Total assets	$14,664,688	$15,569,870
Liabilities and Stockholders’ equity:
Accounts payable	$301	$109,689
Income tax payable	259,176	618,176
Sales tax payable & other	114,000	116,000
Deferred tax liability	201,788	503,577
Accrued expenses	16,556	64,902
Total current liabilities	591,821	1,412,344
Total liabilities	591,821	1,412,344
Stockholders' equity:
Preferred stock, $.0001 par value, 5,000,000 shares authorized, no shares outstanding	--	--
Common stock, $.0001 par value, 2,890,000,000 shares authorized, 1,272,066,146 shares issued and outstanding, inclusive of treasury shares, respectively	127,207	127,207
Additional paid-in capital	53,954,510	53,954,510
Common stock held in treasury stock, 20,000 shares	(599,833)	(599,833)
Accumulated deficit	(39,409,017)	(39,324,358)
Total stockholders’ equity	14,072,867	14,157,526
Total liabilities and stockholders' equity	$14,664,688	$15,569,870

See accompanying notes to these unaudited condensed consolidated financial statements.

3

CBA FLORIDA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2019 AND JUNE 30, 2018

	Six-Month Period Ended	Six-Month Period Ended
	June 30,	June 30,
	2019	2018
Revenue	$--	$--
Cost of services	--	--
Gross profit	--	--
Administrative and selling expenses	(252,054)	(1,191,615)
Loss from operations	(252,054)	(1,191,615)
Other income	145,606	13,230
Loss from continuing operations before income taxes	(106,448)	(1,178,385)
Income tax benefit	21,789	260,000
Net loss from continuing operations	(84,659)	(918,385)
Net income from discontinued operations, net of tax	--	14,743,188
Net income (loss)	(84,659)	13,824,803
Basic earnings from continuing operations per share	$(0.00)	$(0.00)
Diluted earnings from continuing operations per share	$(0.00	$(0.00)
Basic earnings from discontinued operations per share	$0.00	$0.01
Diluted earnings from discontinued operations per share	$0.00	$0.01
Basic earnings per share	$0.00	$0.01
Diluted earnings per share	$0.00	$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

See accompanying notes to these unaudited condensed consolidated financial statements.

4

CBA FLORIDA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

FOR THE THREE MONTHS ENDED JUNE 30, 2019 AND JUNE 30, 2018

	Three-Month Period Ended	Three-Month Period Ended
	June 30,	June 30,
	2019	2018
Revenue	$--	$
Cost of services	--
Gross profit	--
Administrative and selling expenses	(148,623)	(762,693)
Loss from operations	(148,623)	(762,693)
Other income	97,514	6,407
Loss from continuing operations before income taxes	(51,109)	(756,286)
Income tax benefit	8,901	260,000
Net loss from continuing operations	(42,208)	(496,286)
Net income from discontinued operations, net of tax	--	14,284,439
Net income (loss)	(42,208)	13,788,153
Basic earnings from continuing operations per share	$(0.00)	$(0.00)
Diluted earnings from continuing operations per share	$(0.00	$(0.00)
Basic earnings from discontinued operations per share	$0.00	$0.01
Diluted earnings from discontinued operations per share	$0.00	$0.01
Basic earnings per share	$0.00	$0.01
Diluted earnings per share	$0.00	$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

See accompanying notes to these unaudited condensed consolidated financial statements.

5

CBA FLORIDA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

Six-Month period Ended June 30, 2019
	Preferred stock		Common stock		Additional paid- in capital	Accumulated deficit	Treasury stock	Total
	Shares	Amount	Shares	Amount
Balances at December 31, 2018	--	$--	1,272,066,146	127,207	53,954,510	(39,324,358)	(599,833)	14,157,526
Net Income	--	--		--	--	(84,659)	--	(84,659)
Other comprehensive income:	--	--		--	--	--	--	--
Deferred unrealized gain on derivatives	--	--		--	--	--	--	--
Dividends declared:	--	--		--	--	--	--	--
Preferred stock, $0.0001/Share	--	--		--	--	--	--	--
Common stock, $0.0001/Share	--	--		--	--	--	--	--
Acquisition of treasury stock	--	--		--	--	--	--	--
Cumulative effect adjustment	--	--		--	--	--	--	--
Balances at June 30, 2019	--	$--	1,272,066,146	127,207	53,954,510	(39,409,017)	(599,833)	14,072,867

Six-Month period Ended June 30, 2018
	Preferred stock		Common stock		Additional paid- in capital	Accumulated deficit	Treasury stock	Total
	Shares	Amount	Shares	Amount
Balances at December 31, 2017	--	$--	1,272,066,146	127,207	53,954,510	(52,497,796)	(599,833)	984,088
Net Income	--	--		--	--	13,824,803	--	13,824,803
Other comprehensive income:	--	--		--	--	--	--	-
Deferred unrealized gain on derivatives	--	--		--	--	--	--	-
Dividends declared:	--	--		--	--	--	--	-
Preferred stock, $0.0001/Share	--	--		--	--	--	--	-
Common stock, $0.0001/Share	--	--		--	--	--	--	-
Acquisition of treasury stock	--	--		--	--	--	--	-
Cumulative effect adjustment	--	--		--	--	--	--	-
Balances at June 30, 2018	--	$--	1,272,066,146	127,207	53,954,510	(38,672,993)	(599,833)	14,808,891

See accompanying notes to these unaudited condensed consolidated financial statements

6

CBA FLORIDA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

Three-Month period Ended June 30, 2019
	Preferred stock		Common stock		Additional paid- in capital	Accumulated deficit	Treasury stock	Total
	Shares	Amount	Shares	Amount
Balances at March 31, 2019	--	$--	1,272,066,146	127,207	53,954,510	(39,324,358)	(599,833)	14,157,526
Net Income	--	--		--	--	(42,208)	--	(42,208)
Other comprehensive income:	--	--		--	--	--	--	-
Deferred unrealized gain on derivatives	--	--		--	--	--	--	-
Dividends declared:	--	--		--	--	--	--	-
Preferred stock, $0.0001/Share	--	--		--	--	--	--	-
Common stock, $0.0001/Share	--	--		--	--	--	--	-
Acquisition of treasury stock	--	--		--	--	--	--	-
Cumulative effect adjustment	--	--		--	--	--	--	-
Balances at June 30, 2019	--	$--	1,272,066,146	127,207	53,954,510	(39,366,566)	(599,833)	14,115,318

Three-Month period Ended June 30, 2018
	Preferred stock		Common stock		Additional paid- in capital	Accumulated deficit	Treasury stock	Total
	Shares	Amount	Shares	Amount
Balances at March 31, 2018	--	$--	1,272,066,146	127,207	53,954,510	(52,497,796)	(599,833)	984,088
Net Income	--	--		--	--	13,788,153	--	13,788,153
Other comprehensive income:	--	--		--	--	--	--	-
Deferred unrealized gain on derivatives	--	--		--	--	--	--	-
Dividends declared:	--	--		--	--	--	--	-
Preferred stock, $0.0001/Share	--	--		--	--	--	--	-
Common stock, $0.0001/Share	--	--		--	--	--	--	-
Acquisition of treasury stock	--	--		--	--	--	--	-
Cumulative effect adjustment	--	--		--	--	--	--	-
Balances at June 30, 2018	--	$--	1,272,066,146	127,207	53,954,510	(38,709,643)	(599,833)	14,772,241

See accompanying notes to these unaudited condensed consolidated financial statements.

7

CBA FLORIDA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS 

(UNAUDITED)

	Six-Month Period Ended	Six-Month Period Ended
	June 30, 2019	June 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations	$(84,659)	$(918,385)
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of loan receivable discount	--	(13,230)
Depreciation and amortization	--	2,686
Bad debt	--	16,197
Net change in operating assets and liabilities
Changes in accounts receivable	(9,757)	(177,905)
Changes in prepaid	6,706	72,175
Change in escrow receivable	(4,491)	--
Changes in other assets	--	(15,822)
Changes in accounts payable	(109,388)	(136,075)
Changes in accrued expenses	(48,346)	(15,174)
Changes in severance payable	--	(26,764)
Changes in deferred income taxes	(662,789)	(260,000)
NET CASH USED IN OPERATING ACTIVITIES OF CONTINUING OPERATIONS	(912,724)	(1,472,297)
NET CASH USED IN INVESTING ACTIVITIES OF
CONTINUING OPERATIONS
Payment from loan receivable- BioCells	--	55,000
CASH FLOWS FROM FINANCING ACTIVITIES Change in cash – continuing operations	--	(1,417,297)
CASH FLOWS FROM DISCONTINUED OPERATIONS
Net Cash provided by operating activities	--	1,087,005
Net Cash provided by investing activities	--	12,500,000
NET CASH PROVIDED BY DISCONTINUED OPERATIONS	--	13,587,005
NET INCREASE IN CASH	(912,724)	12,169,708
Cash balance at beginning of period	$12,412,583	$1,069,917
Cash balance at end of period	$11,499,859	$13,239,625
Cash Paid For
Interest	$--	$--
Taxes	$(641,000)	$--

See accompanying notes to these unaudited condensed consolidated financial statements.

8

Note 1.  Organization and Description of Business

Overview

CBA Florida, Inc. ("CBAI" or the “Company”), formerly known as Cord Blood America, Inc., was incorporated in the State of Florida on October 12, 1999 as D&A Lending, Inc. CBAI's wholly-owned subsidiaries include CBA Partners, Inc. which was formerly Cord Partners, Inc., CBA Companies Inc. which was formerly CorCell Companies, Inc., and CBA Sub Ltd. which was formerly CorCell, Ltd., (CBA Partners, Inc., CBA Companies Inc. and CBA Sub Ltd. are sometimes referred to herein collectively as “Cord”), CBA Properties, Inc. ("Properties"), and Career Channel, Inc. formerly D/B/A Rainmakers International.  As further described below, on May 17, 2018, CBAI completed a sale of substantially all of the assets of the Company and its wholly-owned subsidiaries. Prior to the sale of substantially all of the assets, CBAI and its subsidiaries had engaged in the following business activities:

● CBAI and Cord specialized in providing private cord blood and cord tissue stem cell services. Additionally, the Company was in the business of procuring birth tissue for organizations utilizing the tissue in the transplantation and/or research of therapeutic products.

● Properties was formed to hold corporate trademarks and other intellectual property.

Company Developments – Sale of Assets

On February 7, 2018, the Company announced that it entered into an Asset Purchase Agreement, dated as of February 6, 2018 (the “Purchase Agreement”), with California Cryobank Stem Cell Services LLC (“FamilyCord”). The sale of substantially all of the Company’s assets pursuant to the Purchase Agreement was completed on May 17, 2018.

Pursuant to the terms of the Purchase Agreement, FamilyCord acquired from CBAI substantially all of the assets of CBAI and its wholly-owned subsidiaries and assumed certain liabilities of CBAI and its wholly-owned subsidiaries. The sale did not include CBAI’s cash and certain other excluded assets and liabilities. FamilyCord agreed to pay a purchase price of $15,500,000 in cash at closing with $3,000,000 of the purchase price deposited into escrow to secure CBAI’s indemnification obligations under the Purchase Agreement.

The Purchase Agreement contained customary representations, warranties and covenants for a transaction of this type and nature. Pursuant to the terms of the Purchase Agreement, CBAI indemnified FamilyCord for breaches of its representations and warranties, breaches of covenants, losses related to excluded assets or excluded liabilities and certain other matters. The representations and warranties set forth in the Purchase Agreement generally survive for two years following the closing.

In connection with the sale, the parties also entered into a transition services agreement designed to ensure a smooth transition of CBAI’s business from CBAI to FamilyCord.

CBAI presently anticipates it will distribute a portion of the sale proceeds to its shareholders in 2019. However, no distribution has been declared by CBAI’s board of directors. The initial distribution amount will be determined by CBAI’s board of directors and will be subject to such factors as taxes payable, operating expenses, indemnification obligations under the Purchase Agreement and other contingencies and estimates. Additional monies may be distributed over time based on cash available and the release of known and unknown liabilities. Given cash needed for the aforementioned expenses and contingencies, total proceeds paid out to shareholders are expected to be significantly less than the gross purchase price.

Sale of China Stem Cell Stock and Convertible Debt

The Company entered into an Asset Purchase Agreement, dated June 19, 2019 (the “Golden Sun Purchase Agreement”), with Golden Sun Multi-Manager Fund LP (“Golden Sun”), whereby the Company sold all shares and convertible debt it held in China Stem Cells Ltd. (“China Stem Cells”) to Golden Sun. The total proceeds from the sale was $50,000. The Company previously wrote-off the entire value of shares and convertible debt held, and has accrued a gain for the full value of sale proceeds received on its statement of operations for the three and six months ended June 30, 2019.

9

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete annual financial statements.  These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  Operating results for the three and six ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 or for any other future period.  The condensed consolidated balance sheet at December 31, 2018 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  It is suggested that these interim condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements of the Company for the period ended December 31, 2018 and notes thereto included in the Company's annual report on Form 10-K.  The Company follows the same accounting policies in the preparation of interim reports as noted in the Company's annual report on Form 10-K.

Note 2.  Summary of Significant Accounting Policies

Financial Statement Presentation

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from these estimates. Certain prior year amounts have been reclassified to conform to current year presentation.

Pursuant to guidance in ASC 205-20, Presentation of Financial Statements, and ASC 360-10-45-9 to 14, Property, Plant and Equipment, regarding when the results of operations of a component of an entity that is classified as held for sale would be reported as a discontinued operation in the financial statements of the entity. The Company determined that it met the threshold for reporting discontinued operations due to a strategic business shift having a major effect on an entity's operations and financial results.

On February 7, 2018, the Company announced that it entered into the Purchase Agreement with FamilyCord. The sale of substantially all of the Company’s assets occurred on May 17, 2018. For this reason, the results of operations for the cord blood and cord tissue stem cell operations have been reclassified into discontinued operations.

Basis of Consolidation

The consolidated financial statements include the accounts of CBAI and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates.

Cash

Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less at the time of purchase. The value of cash and cash equivalents held by the Company at a bank in excess of federally insured limits was $11,249,859 during the period ended June 30,2019.

The Company maintains cash and cash equivalents at several financial institutions.

Accounts Receivable

Accounts receivable consist of the amounts due for facilitating the processing and storage of umbilical cord blood and cord tissue, and birth tissue procurement services.  Accounts receivable relating to deferred revenues are netted against deferred revenue for presentation purposes. The allowance for doubtful accounts is estimated based upon historical experience. The allowance is reviewed quarterly and adjusted for accounts deemed uncollectible by management. Amounts are written off when all collection efforts have failed. The Company wrote off $0 and $16,197 in bad debt expense during the six months ended June 30, 2019 and 2018, respectively.

10

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Routine maintenance and repairs are charged to expense as incurred while major replacement and improvements are capitalized as additions to the related assets. Sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the related asset and accumulated depreciation accounts with any gain or loss credited or charged to income upon disposition.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that included the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the portion of tax benefits that more likely than not will not be realized.

The Company follows guidance issued by the FASB with regard to its accounting for uncertainty in income taxes recognized in the financial statements. Such guidance prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $641,000 and $0.00 for the six months ended June 30, 2019 and 2018, respectively. The Company files income tax returns with the Internal Revenue Service (“IRS”) and various state jurisdictions.

Accounting for Stock Option Plan

The Company follows the provisions of Accounting Standards Codification (“ASC”) 718, “Accounting for Stock-based Compensation”), which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

Earnings (Loss) Per Share 

Basic earnings per share (EPS) is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding.  Diluted EPS is similar to basic EPS except that the weighted average number of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been exercised.

Concentration of Risk

Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet their contractual obligations to be similarly affected by changes in economic or other conditions described below.

Relationships and agreements which could potentially expose the Company to concentrations of credit risk consist of the use of one source for the processing and storage of all umbilical cord blood and one source for the development and maintenance of a website. The Company believes that alternative sources are available for each of these concentrations.

Financial instruments that subject the Company to credit risk could consist of cash balances maintained in excess of federal depository insurance limits. The Company maintains its cash and cash equivalent balances with high credit quality financial institutions. At times, cash and cash equivalent balances may be in excess of Federal Deposit Insurance Corporation limits, and as of June 30, 2019, this was the case. To date, the Company has not experienced any such losses. 

11

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 an effort to reduce the diversity of how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments of this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. There has been no impact as a result of adopting this ASU on our financial statements and related disclosures.

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. The amendments of this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company determined that there no impact this ASU on the consolidated financial statements and related disclosures. The Company has no long-term operating leases on the date of adoption.

12

Note 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.

13

The following is a summary of the results of operations related to the assets held for sale for the six months ended June 30, 2019 and 2018:

	Six-Month Period Ended	Six-Month Period Ended
	June 30, 2019	June 30, 2018
Revenue	$--	$1,108,381
Cost of services	--	(308,976)
Gross profit	--	799,405
Depreciation and amortization	--	(99,231)
Income from Discontinued Operations	--	700,174
FamilyCord reimbursement	--	164,477
Gain on sale of assets	--	15,973,537
Income from discontinued operations before taxes	--	16,838,188
Income taxes	--	(2,095,000)
Net income from discontinued operations	--	14,743,188

The following is a summary of net cash provided by operating activities and investing activities for the assets held for sale for the six months ended June 30, 2019 and June 30, 2018:

	Six-Month Period Ended	Six-Month Period Ended
	June 30, 2019	June 30, 2018
Cash provided by discontinued operations	$--	$1,087,005
Cash provided by investing activities of discontinued operations	$--	$12,500,000

The following is a summary of the results of operations related to the assets held for sale for the three months ended June 30, 2019 and 2018:

	Three-Month Period Ended	Three-Month Period Ended
	June 30, 2019	June 30, 2018
Revenue	$--	$405,502
Cost of services	--	(136,646)
Gross profit	--	268,856
Depreciation and amortization	--	(27,431)
Income from Discontinued Operations	--	241,425
FamilyCord reimbursement	--	164,477
Gain on sale of assets	--	15,973,537
Income from discontinued operations before taxes	--	16,379,439
Income taxes	--	(2,095,000)
Net income from discontinued operations	--	14,248,439

The following is a summary of net cash provided by operating activities and investing activities for the assets held for sale for the three months ended June 30, 2019 and June 30, 2018:

	Three-Month Period Ended	Three-Month Period Ended
	June 30, 2019	June 30, 2018
Cash provided by discontinued operations	$--	$526,869
Cash provided by investing activities of discontinued operations	$--	$12,500,000

14

 Note 4. Property and Equipment

At June 30, 2019 and December 31, 2018, property and equipment consist of:

	Useful Life (Years)	June 30, 2019	December 31, 2018
Furniture and fixtures	1-5	$--	$17,597
Computer equipment	5	--	124,466
Laboratory Equipment	1-5	--	5,837
Freezer equipment	7-15	--	34,699
Leasehold Improvements	5	--	102,862
		--	285,461
Less: accumulated depreciation and amortization		--	(285,461)
		$--	$--

For the six months ended June 30, 2019 and 2018, depreciation expense totaled $0 and $2,686 respectively for continuing operations and $0 and $5,682 respectively for discontinued operations.

For the three months ended June 30, 2019 and 2018, depreciation expense totaled $0 and $1,344 respectively for continuing operations and $0 and $2,345, respectively for discontinued operations.

Note 5.  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 with the portion of the space leased to a third party.  If the landlord was unable to or elected not to lease a portion of the premises to a third party by November 30, 2015 and each subsequent anniversary thereof, the Company was to receive an additional abatement of one month rent, excluding CAM charges, in December 2015, December 2016 and December 2017, respectively and as applicable. Effective May 15, 2016, the Company entered a Second Amendment to Lease. The Second Amendment to Lease sets forth that the square footage of the Property has been reduced by 380 square feet, such that the Property now consists of 16,523 square feet, confirms the abatements set forth in the First Amendment to Lease, sets forth that the Company’s CAM expenses and home owner association costs shall be calculated based on the reduced square footage amount, and confirms that the Company’s monthly rent amounts will remain unchanged from the First Amendment to Lease. On October 25, 2018, the Company entered into a Sublease with a Subleasee for its offices at 1857 Helm Drive, Las Vegas, Nevada. The Sublease was approved by the Landlord on October 26, 2018 and includes essentially the same terms as lease payment obligations included in the First Amendment to Lease between the Company and the Landlord. Lease payments will cover the period commencing the second half of October 2018 through September 30, 2019, the end of the remaining term existing on the First Amendment to Lease.

Commitments for future minimum rental payments, by year, and in the aggregate, to be paid under such operating lease as of December 31, 2018, were as follows:

	Rent
	to be paid.
2019	48,612
Total	$48,612

15

Note 6.  Share Based Compensation

Stock Option Plan

The Company's Stock Option Plan permits the granting of stock options to its employees, directors, consultants and independent contractors for up to 8.0 million shares of its common stock. On July 13, 2009, the Company registered its 2009 Flexible Stock Plan, which increased the total shares available to 4 million common shares. The plan allows the Company to issue either stock options or common shares from this Plan.

On June 3, 2011, the Company registered its 2011 Flexible Stock Option plan, and reserved 1,000,000 shares of the Company's common stock for future issuance under the Plan. The Company canceled the Company's 2010 Flexible Stock Plan, and returned 501,991 reserved but unused common shares back to its treasury.

Stock options that vest at the end of a one-year period are amortized over the vesting period using the straight-line method. For stock options awarded using graded vesting, the expense is recorded at the beginning of each year in which a percentage of the options vests. The Company did not issue any stock options during the six months ended June 30, 2019 and the year ended December 31, 2018.

The Company’s stock option activity was as follows:

	Stock Options	Weighted Average Exercise Price	Weighted Avg. Contractual Remaining Life
Outstanding, December 31, 2018	4,307,994	0.69	0.57
Granted	--	--	--
Exercised	--	--	--
Forfeited/Expired	--	--	--
Outstanding June 30, 2019	4,307,994	0.69	0.57
Exercisable June 30, 2019	4,307,994	0.69	0.57

The following table summarizes significant ranges of outstanding stock options under the stock option plan at June 30, 2019:

Range of Exercise Prices	Number of Options	Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price	Number of Options Exercisable	Weighted Average Exercise Price
$0-53 — 1.11	4,307,994	0.57	$0.69	4,307,994	$0.69
	4,307,994	0.57	$0.69	4,307,994	$0.69

16

Note 7. Income Tax

The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. For the first quarter of 2019 the Company expects to utilize net operating losses generated in the current year to offset future deferred tax liabilities derived from the sale of assets in 2018.

The company expects its overall effective tax rate for 2019 to be around 23%.  

As of June 30, 2019 and December 31, 2018, the Company has a partial valuation allowance on net operating losses that may not be able to be utilized fully.

For the six months ended June 30, 2019 the Company recorded a tax benefit of $21,789, as compared to a tax benefit of $260,000 for the comparative six month period ended June 30, 2018.

For the three months ended June 30, 2019 the Company recorded a tax benefit of $8,901, as compared to a tax benefit of $260,000 for the comparative three month period ended June 30, 2018.

Note 8.  Stockholder’s Equity

Preferred Stock

The Company has 5,000,000 shares of $.0001 par value preferred stock authorized. As of June 30, 2019, and December 31, 2018, the Company had no shares of preferred stock outstanding.

Common Stock

The Company has 2,890,000,000 shares of $.0001 par value common stock authorized. As of June 30, 2019, and December 31, 2018, the Company had 1,272,066,146 shares of common stock issued and outstanding. 20,000 shares remain in the Company’s treasury.

Note: 9. Subsequent Events

None.

17

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

As described under Note 1. Organization and Description of Business - Company Developments – Sale of Assets, the Company completed a sale of substantially all of the assets of the Company.

Forward Looking Statements

In addition to the historical information contained herein, the Company makes statements in this Quarterly Report on Form 10-Q that are forward-looking statements. Sometimes these statements will contain words such as "believes," "expects," "intends," "should," "will," "plans," and other similar words. Forward-looking statements include, without limitation, assumptions about the Company’s future ability to increase income streams, reduce and control costs, to grow revenue and earnings, and our ability to obtain additional debt and/or equity capital on commercially reasonable terms, none of which is certain. These statements are only predictions and involve known and unknown risks, uncertainties and other factors included in the Company's periodic reports with the SEC. Although forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated in such statements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

The following information should be read in conjunction with the Company’s June 30, 2019 unaudited condensed consolidated financial statements and related notes thereto included elsewhere in the quarterly report and with its consolidated financial statements and notes thereto for the year ended December 31, 2018 and the related "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as well as its quarterly reports and reports filed on Form 8-K for the relevant periods. The Company also urges you to review and consider its disclosures describing various risks that may affect its business, which are set forth under the heading "Risk Factors Related to the Company Business" in its Annual Report on Form 10-K for the year ended December 31, 2018.

Summary of the Business and Discontinued Operations

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.

Results of Operations for the Three-Months Ended June 30, 2019

For the three months ended June 30, 2019, the Company had no revenue from discontinued operations, versus $0.41 million the same period of 2018.During the three months ended June 30, 2018, revenues related to discontinued operations were generated primarily from two sources: new enrollment/processing fees; and recurring storage fees (both from cord blood and cord tissue). The decrease in revenue is due to the sale of essentially all the Company assets on May 17, 2018. The Company had no recurring storage revenue for the three months ended June 30, 2019, versus $0.41 million for the prior comparative period ended June 30, 2018. 

Discontinued operations cost of services as a percentage of revenue was 0.0% for the three months ended June 30, 2019 compared to 33.6% in the same period of 2018. The cost of services includes transportation of the umbilical cord blood and tissue from the hospital to the lab, direct material and labor, costs for processing and cryogenic storage of new samples by a third-party laboratory, and allocated rent, utility and general administrative expenses.For the three months ended June 30, 2019, the Company had no gross profit from discontinued operations, versus approximately $0.27 million the same period of 2018.

Administrative and selling expenses for the three months ended June 30, 2019 were $0.15 million as compared to $0.76 million for the comparative period of 2018, representing an 80.5% decrease. These expenses are primarily related to marketing/advertising, professional services, allocated facility, including utilities, expenses, and wages for personnel.

The Company’s net loss from continuing operations was $0.04 million for the three month period ended June 30, 2019, as compared to a net loss of $0.50 million for the comparative three month period of 2018.

The Company had no net income from discontinued operations for the three months ended June 30, 2019, versus $.24 million for the prior comparative period ended June 30, 2018.

18

Results of Operations for the Six-Months Ended June 30, 2019

For the six months ended June 30, 2019, the Company had no revenue from discontinued operations, versus $1.11 million the same period of 2018.During the six months ended June 30, 2018, revenues related to discontinued operations were generated primarily from two sources: new enrollment/processing fees; and recurring storage fees (both from cord blood and cord tissue). The decrease in revenue is due to the sale of essentially all the Company assets on May 17, 2018. The Company had no recurring storage revenue for the six months ended June 30, 2019, versus $1.11 million for the prior comparative period ended June 30, 2018. 

Discontinued operations cost of services as a percentage of revenue was 0.0% for the six months ended June 30, 2019 compared to 27.9% in the same period of 2018. The cost of services includes transportation of the umbilical cord blood and tissue from the hospital to the lab, direct material and labor, costs for processing and cryogenic storage of new samples by a third-party laboratory, and allocated rent, utility and general administrative expenses.For the six months ended June 30, 2019, the Company had no gross profit from discontinued operations, versus approximately $.80 million the same period of 2018.

Administrative and selling expenses for the six months ended June 30, 2019 were $0.25 million as compared to $1.19 million for the comparative period of 2018, representing a 78.8% decrease. These expenses are primarily related to marketing/advertising, professional services, allocated facility, including utilities, expenses, and wages for personnel.

The Company’s net loss from continuing operations was $0.08 million for the six month period ended June 30, 2019, as compared to a net loss of $0.92 million for the comparative six month period of 2018.

The Company had no net income from discontinued operations for the six months ended June 30, 2019, versus $.70 million for the prior comparative period ended June 30, 2018.

Liquidity and Capital Resources

Total assets at June 30, 2019 were $14.66 million, compared to $15.57 million at December 31, 2018.Total liabilities at June 30, 2019 were $0.60 million consisting primarily of income tax payable and deferred taxes liability. At December 31, 2018, total liabilities were $1.41 consisting primarily of income tax payable and deferred taxes liability.

At June 30, 2019, the Company had $11.50 million in cash, a decrease of $0.91 million from the December 31, 2018 cash balance of $12.41 million. For the six months ended June 30, 2019, cash flow used in operating activities of continuing operations totaled $.91 million compared to $1.47 million for the six months ended June 30, 2018. For the six months ended June 30, 2019, the Company did not have cash flow generated from discontinued operations compared to $13.59 million for the six months ended June 30, 2018. At December 31, 2018, the Company had $3.00 million deposited in escrow to secure CBAI’s indemnification obligations under the Purchase Agreement.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred losses since its inception through December 31, 2014, as development and infrastructure costs were incurred in advance of obtaining customers. Starting in 2014, the Company's management commenced a plan to reduce operating expenses to be commensurate with operating cash flows. Prior to 2015, the Company relied on debt to provide capital for working capital needs. The Company had and has net income and positive cash flow, primarily from the discontinued operations, for the years ended December 31, 2018 and December 31, 2017. The Company believes it has sufficient cash on hand from the sale of substantially all its assets to meet the Company’s obligations over the next 12 months.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4T.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

It is management's responsibility to establish and maintain adequate internal control over all financial reporting pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the "Exchange Act"). The Company’s management has reviewed and evaluated the effectiveness of its disclosure controls and procedures as of March 31, 2019. Following this review and evaluation, management collectively determined that its disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to management, including its president and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

The deficiency in the Company’s disclosure controls and procedures is related to a lack of segregation of duties due to the size of the accounting department and the lack of experienced accountants due to the limited financial resources of the Company. The Company continues to actively develop the controls and resources necessary in order to be in position to remediate this lack of segregation of duties.

Changes in Internal Control over Financial Reporting

There were no significant changes in the Company's internal controls over financial reporting or in other factors that could significantly affect these internal controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

19

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

NONE

ITEM 1A.RISK FACTORS.

A description of the Company’s risk factors can be found in “Risk Factors” of its Annual Report on Form 10-K for the year ended December 31, 2018. There were no material changes to those risk factors for the three months ended March 31, 2019.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a-b) Not applicable.

(c) Repurchase of Shares. The Company did not repurchase any of its shares during the quarter ended June 30, 2019.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NONE

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION

NONE

ITEM 6. EXHIBITS

The following documents are included as exhibits to this Form 10Q:

EXHIBIT	DESCRIPTION
2.0	Form of Common Stock Share Certificate of Cord Blood America, Inc. (1)
3.1(i)	Amended and Restated Articles of Incorporation of Cord Blood America, Inc. (1)
3.1(ii)	Articles of Amendment to Articles of Incorporation (2)
3.1(iii)	Articles of Amendment to the Articles of Incorporation of Cord Blood America, Inc. (3)
3.1(iv)	Articles of Amendment to the Articles of Incorporation of Cord Blood America, Inc. (4)
3.1(v)	Articles of Amendment to the Articles of Incorporation of Cord Blood America, Inc. (4)
3.1(vi)	Articles of Amendment to the Articles of Incorporation of Cord Blood America, Inc. (5)
3.1 (vii)	Articles of Amendment to the Articles of Incorporation of Cord Blood America, Inc. (6)
3.1 (viii)	Articles of Amendment to the Articles of Incorporation of Cord Blood America, Inc. (7)
3.1 (ix)	Articles of Amendment to the Articles of Incorporation of Cord Blood America, Inc. (8)
3.1 (x)	Articles of Amendment to the Articles of Incorporation of CBA Florida, Inc. (9)
3.2(i)	Amended and Restated Bylaws of Cord Blood America, Inc. (1)
3.2(ii)	Second Amended and Restated Bylaws of Cord Blood America, Inc. (7)
31.1	Certification of the registrant’s Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed Herewith)
32.1	Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Filed as an exhibit to Registration Statement on Form 10-SB filed on May 6, 2004

(2) Filed as an exhibit to Current Report on Form 8-K filed on August 29, 2008

(3) Filed as an exhibit to the Current Report on Form 8-K filed on March 31, 2009  

(4) Filed as an exhibit to Current Report on Form 10Q filed on May 23, 2011

(5) Filed as an exhibit to Current Report on Form S-8 filed on June 3, 2011

(6) Filed as an exhibit to the Current Report on Form 8-K filed on August 10, 2015

(7) Filed as an exhibit to the Current Report on Form 8-K filed on April 26, 2018

(8) Filed as an exhibit to the Current Report on Form 8-K filed on May 25, 2018

(9) Filed as an exhibit to the Current Report on Form 8-K filed on May 31, 2018

(7) Filed as an exhibit to the Current Report on Form 8-K filed on May 29, 2015

20

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 14th day of August 2019.

CBA FLORIDA, INC.
By:	/s/Anthony Snow
	President and Corporate Secretary
	(Principal Executive Officer, Principal Financial and Accounting Officer)

21

EX-31.1

  Exhibit 31.1

CERTIFICATION

I, Anthony Snow, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of CBA Florida, Inc. for the quarter ended June 30, 2019;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant 's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant 's internal control over financial reporting that occurred during the registrant 's most recent fiscal quarter (the registrant 's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant 's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant 's auditors and the audit committee of the registrant 's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: August 14, 2019	By:	/s/ Anthony Snow
	Name:	Anthony Snow
	Title:	President   Principal Financial and Accounting Officer

EX-32.1

  Exhibit 32.1

CERTIFICATION

In connection with the Quarterly Report on Form 10-Q of CBA Florida, Inc. (the “Company”) for the quarter ended June 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Anthony Snow, President and Principal Financial and Accounting Officer certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company, as of, and for the periods presented in the Report.

Date: June 30, 2019	By:	/s/ Anthony Snow
	Name:	Anthony Snow
	Title:	President  Principal Financial and Accounting Officer

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 14, 2019
Document And Entity Information
Entity Registrant Name	CBA Florida, Inc.
Entity Central Index Key	0001289496
Document Type	10-Q
Document Period End Date	Jun. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,272,066,146
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Current assets:
Cash	$ 11,499,859	$ 12,412,583
Accounts receivable, net of allowance for doubtful accounts of $0 and $0, respectively	21,633	11,876
Prepaid expenses	106,553	113,259
Total current assets	11,628,045	12,537,718
Cash held in escrow	3,005,165	3,000,674
Other assets	31,478	31,478
Total assets	14,664,688	15,569,870
Liabilities and Stockholders' equity
Accounts payable	301	109,689
Income tax payable	259,176	618,176
Sales tax payable & other	114,000	116,000
Deferred tax liability	201,788	503,577
Accrued expenses	16,556	64,902
Total current liabilities	591,821	1,412,344
Total liabilities	591,821	1,412,344
Stockholders' equity:
Preferred stock, $.0001 par value, 5,000,000 shares authorized, no shares outstanding	0	0
Common stock, $.0001 par value, 2,890,000,000 shares authorized, 1,272,066,146 shares issued and outstanding, inclusive of treasury shares, respectively	127,207	127,207
Additional paid-in capital	53,954,510	53,954,510
Common stock held in treasury stock, 20,000 shares	(599,833)	(599,833)
Accumulated deficit	(39,409,017)	(39,324,358)
Total stockholders' equity	14,072,867	14,157,526
Total liabilities and stockholders' equity	$ 14,664,688	$ 15,569,870

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Assets
Allowance for doubtful accounts receivables	$ 0	$ 0
Stockholders Equity
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock shares authorized	5,000,000	5,000,000
Preferred stock shares outstanding	0	0
Common stock, par value	$ .0001	$ .0001
Common stock shares authorized	2,890,000,000	2,890,000,000
Common stock shares issued	1,272,066,146	1,272,066,146
Common stock shares outstanding	1,272,066,146	1,272,066,146
Treasury stock	20,000	20,000

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Statement of Comprehensive Income [Abstract]
Revenue	$ 0	$ 0	$ 0	$ 0
Cost of services	0	0	0	0
Gross profit	0	0	0	0
Administrative and selling expenses	(148,623)	(762,693)	(252,054)	(1,191,615)
Loss from operations	(148,623)	(762,693)	(252,054)	(1,191,615)
Other income	97,514	6,407	145,606	13,230
Loss from continuing operations before income taxes	(51,109)	(756,286)	(106,448)	(1,178,385)
Income tax benefit	8,901	260,000	21,789	260,000
Net loss from continuing operations	$ (42,208)	$ (496,286)	$ (84,659)	$ (918,385)
Net income from discontinuing operations	$ 0	$ 14,284,439	$ 0	$ 14,743,188
Net income (loss)	$ (42,208)	$ 13,788,153	$ (84,659)	$ 13,824,803
Basic earnings from continuing operations per share	$ 0.00	$ 0.00	$ (0.00)	$ (0.00)
Diluted earnings from continuing operations per share	0.00	0.00	(0.00)	(0.00)
Basic earnings from discontinued operations per share	0.00	0.01	(0.00)	.01
Diluted earnings from discontinued operations per share	0.00	0.01	(0.00)	.01
Basic earnings per share	0.00	0.01	0.00	0.01
Diluted earnings per share	$ 0.00	$ 0.01	$ 0.00	$ 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

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CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Treasury Stock	Total
Beginning balance, shares at Dec. 31, 2017	0	1,272,066,146
Beginning balance, amount at Dec. 31, 2017	$ 0	$ 127,207	$ 53,954,510	$ (52,497,796)	$ (599,833)	$ 984,088
Net income (loss)				13,824,803		13,824,803
Ending balance, shares at Jun. 30, 2018	0	1,272,066,146
Ending balance, amount at Jun. 30, 2018	$ 0	$ 127,207	53,954,510	(38,672,993)	(599,833)	14,808,891
Beginning balance, shares at Mar. 31, 2018	0	1,272,066,146
Beginning balance, amount at Mar. 31, 2018	$ 0	$ 127,207	53,954,510	(52,497,796)	(599,833)	984,088
Net income (loss)				13,788,153		13,788,153
Ending balance, shares at Jun. 30, 2018	0	1,272,066,146
Ending balance, amount at Jun. 30, 2018	$ 0	$ 127,207	53,954,510	(38,672,993)	(599,833)	14,808,891
Beginning balance, shares at Dec. 31, 2018	0	1,272,066,146
Beginning balance, amount at Dec. 31, 2018	$ 0	$ 127,207	53,954,510	(39,324,358)	(599,833)	14,157,526
Net income (loss)				(84,659)		(84,659)
Ending balance, shares at Jun. 30, 2019	0	1,272,066,146
Ending balance, amount at Jun. 30, 2019	$ 0	$ 127,207	53,954,510	(39,409,017)	(599,833)	14,072,867
Beginning balance, shares at Mar. 31, 2019	0	1,272,066,146
Beginning balance, amount at Mar. 31, 2019	$ 0	$ 127,207	53,954,510	(39,324,358)	(599,833)	14,157,526
Net income (loss)				(42,208)		(42,208)
Ending balance, shares at Jun. 30, 2019	0	1,272,066,146
Ending balance, amount at Jun. 30, 2019	$ 0	$ 127,207	$ 53,954,510	$ (39,409,017)	$ (599,833)	$ 14,072,867

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations	$ (84,659)	$ (918,385)
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of loan receivable discount	0	(13,230)
Depreciation and amortization	0	2,686
Bad debt	0	16,197
Net change in operating assets and liabilities
Changes in accounts receivable	(9,757)	(177,905)
Changes in prepaid	6,706	72,175
Change in escrow receivable	(4,491)	0
Changes in other assets	0	(15,822)
Changes in accounts payable	(109,388)	(136,075)
Changes in accrued expenses	(48,346)	(15,174)
Changes in severance payable	0	(26,764)
Changes in deferred income taxes	(662,789)	(260,000)
NET CASH USED IN OPERATING ACTIVITIES OF CONTINUING OPERATIONS	(912,724)	(1,472,297)
Payment from loan receivable- BioCells	0	55,000
Change in cash - continuing operations	0	(1,417,297)
CASH FLOWS FROM DISCONTINUED OPERATIONS
Net Cash provided by operating activities	0	1,087,005
Net Cash provided by investing activities	0	12,500,000
NET CASH PROVIDED BY DISCONTINUED OPERATIONS	0	13,587,005
NET INCREASE IN CASH	(912,724)	12,169,708
Cash balance at beginning of period	12,412,583	1,069,917
Cash balance at end of period	11,499,859	13,239,625
Non-Cash Investing and Financing Activities
Cash paid for interest	0	0
Cash paid for tax	$ (641,000)	$ 0

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1. Organization and Description of Business

6 Months Ended

Jun. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

Overview

CBA Florida, Inc. ("CBAI" or the “Company”), formerly known as Cord Blood America, Inc., was incorporated in the State of Florida on October 12, 1999 as D&A Lending, Inc. CBAI's wholly-owned subsidiaries include CBA Partners, Inc. which was formerly Cord Partners, Inc., CBA Companies Inc. which was formerly CorCell Companies, Inc., and CBA Sub Ltd. which was formerly CorCell, Ltd., (CBA Partners, Inc., CBA Companies Inc. and CBA Sub Ltd. are sometimes referred to herein collectively as “Cord”), CBA Properties, Inc. ("Properties"), and Career Channel, Inc. formerly D/B/A Rainmakers International.  As further described below, on May 17, 2018, CBAI completed a sale of substantially all of the assets of the Company and its wholly-owned subsidiaries. Prior to the sale of substantially all of the assets, CBAI and its subsidiaries had engaged in the following business activities:

● CBAI and Cord specialized in providing private cord blood and cord tissue stem cell services. Additionally, the Company was in the business of procuring birth tissue for organizations utilizing the tissue in the transplantation and/or research of therapeutic products.

● Properties was formed to hold corporate trademarks and other intellectual property.

Company Developments – Sale of Assets

On February 7, 2018, the Company announced that it entered into an Asset Purchase Agreement, dated as of February 6, 2018 (the “Purchase Agreement”), with California Cryobank Stem Cell Services LLC (“FamilyCord”). The sale of substantially all of the Company’s assets pursuant to the Purchase Agreement was completed on May 17, 2018.

Pursuant to the terms of the Purchase Agreement, FamilyCord acquired from CBAI substantially all of the assets of CBAI and its wholly-owned subsidiaries and assumed certain liabilities of CBAI and its wholly-owned subsidiaries. The sale did not include CBAI’s cash and certain other excluded assets and liabilities. FamilyCord agreed to pay a purchase price of $15,500,000 in cash at closing with $3,000,000 of the purchase price deposited into escrow to secure CBAI’s indemnification obligations under the Purchase Agreement.

The Purchase Agreement contained customary representations, warranties and covenants for a transaction of this type and nature. Pursuant to the terms of the Purchase Agreement, CBAI indemnified FamilyCord for breaches of its representations and warranties, breaches of covenants, losses related to excluded assets or excluded liabilities and certain other matters. The representations and warranties set forth in the Purchase Agreement generally survive for two years following the closing.

In connection with the sale, the parties also entered into a transition services agreement designed to ensure a smooth transition of CBAI’s business from CBAI to FamilyCord. 

CBAI presently anticipates it will distribute a portion of the sale proceeds to its shareholders in 2019. However, no distribution has been declared by CBAI’s board of directors. The initial distribution amount will be determined by CBAI’s board of directors and will be subject to such factors as taxes payable, operating expenses, indemnification obligations under the Purchase Agreement and other contingencies and estimates. Additional monies may be distributed over time based on cash available and the release of known and unknown liabilities. Given cash needed for the aforementioned expenses and contingencies, total proceeds paid out to shareholders are expected to be significantly less than the gross purchase price.

Sale of China Stem Cell Stock and Convertible Debt

The Company entered into an Asset Purchase Agreement, dated June 19, 2019 (the “Golden Sun Purchase Agreement”), with Golden Sun Multi-Manager Fund LP (“Golden Sun”), whereby the Company sold all shares and convertible debt it held in China Stem Cells Ltd. (“China Stem Cells”) to Golden Sun. The total proceeds from the sale was $50,000. The Company previously wrote-off the entire value of shares and convertible debt held, and has accrued a gain for the full value of sale proceeds received on its statement of operations for the three and six months ended June 30, 2019.

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete annual financial statements.  These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  Operating results for the three and six ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 or for any other future period.  The condensed consolidated balance sheet at December 31, 2018 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  It is suggested that these interim condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements of the Company for the period ended December 31, 2018 and notes thereto included in the Company's annual report on Form 10-K.  The Company follows the same accounting policies in the preparation of interim reports as noted in the Company's annual report on Form 10-K.

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2. Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Financial Statement Presentation

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from these estimates. Certain prior year amounts have been reclassified to conform to current year presentation.

Pursuant to guidance in ASC 205-20, Presentation of Financial Statements, and ASC 360-10-45-9 to 14, Property, Plant and Equipment, regarding when the results of operations of a component of an entity that is classified as held for sale would be reported as a discontinued operation in the financial statements of the entity. The Company determined that it met the threshold for reporting discontinued operations due to a strategic business shift having a major effect on an entity's operations and financial results.

On February 7, 2018, the Company announced that it entered into the Purchase Agreement with FamilyCord. The sale of substantially all of the Company’s assets occurred on May 17, 2018. For this reason, the results of operations for the cord blood and cord tissue stem cell operations have been reclassified into discontinued operations.

Basis of Consolidation

The consolidated financial statements include the accounts of CBAI and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation. 

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates.

Cash

Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less at the time of purchase. The value of cash and cash equivalents held by the Company at a bank in excess of federally insured limits was $11,249,859 during the period ended June 30,2019.

The Company maintains cash and cash equivalents at several financial institutions.

Accounts Receivable

Accounts receivable consist of the amounts due for facilitating the processing and storage of umbilical cord blood and cord tissue, and birth tissue procurement services.  Accounts receivable relating to deferred revenues are netted against deferred revenue for presentation purposes. The allowance for doubtful accounts is estimated based upon historical experience. The allowance is reviewed quarterly and adjusted for accounts deemed uncollectible by management. Amounts are written off when all collection efforts have failed. The Company wrote off $0 and $16,197 in bad debt expense during the six months ended June 30, 2019 and 2018, respectively.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Routine maintenance and repairs are charged to expense as incurred while major replacement and improvements are capitalized as additions to the related assets. Sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the related asset and accumulated depreciation accounts with any gain or loss credited or charged to income upon disposition.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that included the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the portion of tax benefits that more likely than not will not be realized.

The Company follows guidance issued by the FASB with regard to its accounting for uncertainty in income taxes recognized in the financial statements. Such guidance prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $641,000 and $0.00 for the six months ended June 30, 2019 and 2018, respectively. The Company files income tax returns with the Internal Revenue Service (“IRS”) and various state jurisdictions.

Accounting for Stock Option Plan

The Company follows the provisions of Accounting Standards Codification (“ASC”) 718, “Accounting for Stock-based Compensation”), which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

Earnings (Loss) Per Share 

Basic earnings per share (EPS) is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding.  Diluted EPS is similar to basic EPS except that the weighted average number of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been exercised.

Concentration of Risk

Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet their contractual obligations to be similarly affected by changes in economic or other conditions described below.

Relationships and agreements which could potentially expose the Company to concentrations of credit risk consist of the use of one source for the processing and storage of all umbilical cord blood and one source for the development and maintenance of a website. The Company believes that alternative sources are available for each of these concentrations.

Financial instruments that subject the Company to credit risk could consist of cash balances maintained in excess of federal depository insurance limits. The Company maintains its cash and cash equivalent balances with high credit quality financial institutions. At times, cash and cash equivalent balances may be in excess of Federal Deposit Insurance Corporation limits, and as of June 30, 2019, this was the case. To date, the Company has not experienced any such losses. 

Fair Value Measurements

Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs, as defined by ASC 820, are as follows:

● Level 1 – quoted prices in active markets for identical assets or liabilities.

● Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.

● Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.

For certain of the Company’s financial instruments, including cash, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses, and deferred revenues, the carrying amounts approximate fair value due to their short maturities. The carrying amounts of the Company’s notes receivable and notes payable approximates fair value based on the prevailing interest rates.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (ASU 2014-09) as modified by ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” and ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” The revenue recognition principle in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, new and enhanced disclosures will be required. Companies may adopt the new standard either using the full retrospective approach, a modified retrospective approach with practical expedients, or a cumulative effect upon adoption approach. The Company adopted ASC 606 effective January 1, 2018 using the full retrospective approach. The adoption of ASU 2014-09 did not have any material impact on the Company’s consolidated financial position, results of operations, equity or cash flows.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, in an effort to reduce the diversity of how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments of this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. There has been no impact as a result of adopting this ASU on our financial statements and related disclosures.

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. The amendments of this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company determined that there no impact this ASU on the consolidated financial statements and related disclosures. The Company has no long-term operating leases on the date of adoption.

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3. Discontinued Operations - Cord Blood and Cord Tissue Stem Cell Storage Operations

6 Months Ended

Jun. 30, 2019

Discontinued Operations and Disposal Groups [Abstract]

3. Discontinued Operations - Cord Blood and Cord Tissue Stem Cell Storage Operations

On February 7, 2018, the Company announced that it entered into the Purchase Agreement with FamilyCord. The sale of substantially all of the Company’s assets to FamilyCord was completed on May 17, 2018.

Discontinued Operations

On May 17, 2018, the Company divested its Cord Blood and Cord Tissue Stem Cell Storage Operations (CBCTS) to FamilyCord $15.5 million in cash and the assumption of net liabilities of $473,538. The sale resulted in the recognition of an after-tax income of $13.9 million, which is reflected as net income from discontinued operations in the Consolidated Statements of Operations.

The Company has classified the CBCTS assets and liabilities as held-for-sale as of December 31, 2017 in the accompanying Consolidated Balance Sheets and has classified the CBCTS operating results, net of tax, as discontinued operations in the accompanying Consolidated Statement of Operations for all periods presented. Previously, CBCTS represented the sole operations of the Company.

Background

Pursuant to the terms of the Purchase Agreement, FamilyCord agreed to acquire from CBAI substantially all of the assets of CBAI and its wholly-owned subsidiaries and to assume certain liabilities of CBAI and its wholly-owned subsidiaries. FamilyCord agreed to pay a purchase price of $15,500,000 in cash at closing with $3,000,000 of the purchase price deposited into escrow to secure CBAI’s indemnification obligations under the Purchase Agreement. The sale, which was completed on May 17, 2018, did not include CBAI’s cash, accounts receivables, and certain other excluded assets and liabilities.

The assets sold and liabilities transferred in the transaction were previously the sole revenue generating assets of the Company. The results of operations associated with the assets sold have been reclassified into discontinued operations for periods prior to the completion of the transaction.

The following is a summary of assets and liabilities sold, and gain recognized, in connection with the sale of assets to FamilyCord during the year ended December 31, 2018: 

Other current assets	$	45,391
Total current assets		45,391
Customer contracts and relationships, net of amortization		953,490
Property, plant & equipment, less accumulated depreciation		23,685
Total assets	$	1,022,566
Deferred revenue	$	1,496,104
Total liabilities	$	1,496,104
The gain on sale of assets was reported during the period was determined as follows:
Total assets sold	$	1,022,566
Total liability sold		1,496,104
Net liability sold		473,538
Cash received		12,500,000
Cash in escrow		3,000,000
Total consideration		15,500,000
Net gain from sales of assets	$	15,973,538

Income from Discontinued Operations

The sale of the majority of the assets and liabilities related to the cord blood and cord tissue stem cell operation represents a strategic shift in the Company’s business. For this reason, the results of operations related to the assets and liabilities held for sale for all periods are classified as discontinued operations.

The following is a summary of the results of operations related to the assets held for sale for the six months ended June 30, 2019 and 2018:

	Six-Month Period Ended		Six-Month Period Ended
	June 30, 2019		June 30, 2018
Revenue	$	--	$	1,108,381
Cost of services		--		(308,976	)
Gross profit		--		799,405
Depreciation and amortization		--		(99,231	)
Income from Discontinued Operations		--		700,174
FamilyCord reimbursement		--		164,477
Gain on sale of assets		--		15,973,537
Income from discontinued operations before taxes		--		16,838,188
Income taxes		--		(2,095,000	)
Net income from discontinued operations		--		14,743,188

The following is a summary of net cash provided by operating activities and investing activities for the assets held for sale for the six months ended June 30, 2019 and June 30, 2018:

	Six-Month Period Ended		Six-Month Period Ended
	June 30, 2019		June 30, 2018
Cash provided by discontinued operations	$	--	$	1,087,005
Cash provided by investing activities of discontinued operations	$	--	$	12,500,000

The following is a summary of the results of operations related to the assets held for sale for the three months ended June 30, 2019 and 2018:

	Three-Month Period Ended		Three-Month Period Ended
	June 30, 2019		June 30, 2018
Revenue	$	--	$	405,502
Cost of services		--		(136,646	)
Gross profit		--		268,856
Depreciation and amortization		--		(27,431	)
Income from Discontinued Operations		--		241,425
FamilyCord reimbursement		--		164,477
Gain on sale of assets		--		15,973,537
Income from discontinued operations before taxes		--		16,379,439
Income taxes		--		(2,095,000	)
Net income from discontinued operations		--		14,248,439

The following is a summary of net cash provided by operating activities and investing activities for the assets held for sale for the three months ended June 30, 2019 and June 30, 2018:

	Three-Month Period Ended		Three-Month Period Ended
	June 30, 2019		June 30, 2018
Cash provided by discontinued operations	$	--	$	526,869
Cash provided by investing activities of discontinued operations	$	--	$	12,500,000

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4. Property and Equipment

6 Months Ended

Jun. 30, 2019

Property, Plant and Equipment [Abstract]

Property and Equipment

At June 30, 2019 and December 31, 2018, property and equipment consist of:

	Useful Life (Years)		June 30, 2019		December 31, 2018
Furniture and fixtures		1-5	$	--	$	17,597
Computer equipment		5		--		124,466
Laboratory Equipment		1-5		--		5,837
Freezer equipment		7-15		--		34,699
Leasehold Improvements		5		--		102,862
				--		285,461
Less: accumulated depreciation and amortization				--		(285,461	)
			$	--	$	--

For the six months ended June 30, 2019 and 2018, depreciation expense totaled $0 and $2,686 respectively for continuing operations and $0 and $5,682 respectively for discontinued operations.

For the three months ended June 30, 2019 and 2018, depreciation expense totaled $0 and $1,344 respectively for continuing operations and $0 and $2,345, respectively for discontinued operations.

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5. Commitments and Contingencies

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Operating Leases

On January 21, 2014, the Company entered a First Amendment to Lease (the “Amendment”), which extended its lease at the property located at 1857 Helm Drive, Las Vegas (the “Property”), Nevada through September 30, 2019.  In connection with the Amendment, the Company received an abatement of the entire amount of its rent for January 2014, except for common area maintenance (“CAM”) charges.  In addition, as of October 1, 2014, the Company’s monthly lease payments reverted back to their rates as they existed in June 2009, other than CAM charges, with annual adjustments thereafter as set forth in the Amendment. Moreover, the landlord had the option to lease a portion of the premises then occupied by the Company to a third party, and if this portion is leased to a third party, the Company’s monthly rent amount was to be reduced pro rata with the portion of the space leased to a third party.  If the landlord was unable to or elected not to lease a portion of the premises to a third party by November 30, 2015 and each subsequent anniversary thereof, the Company was to receive an additional abatement of one month rent, excluding CAM charges, in December 2015, December 2016 and December 2017, respectively and as applicable. Effective May 15, 2016, the Company entered a Second Amendment to Lease. The Second Amendment to Lease sets forth that the square footage of the Property has been reduced by 380 square feet, such that the Property now consists of 16,523 square feet, confirms the abatements set forth in the First Amendment to Lease, sets forth that the Company’s CAM expenses and home owner association costs shall be calculated based on the reduced square footage amount, and confirms that the Company’s monthly rent amounts will remain unchanged from the First Amendment to Lease. On October 25, 2018, the Company entered into a Sublease with a Subleasee for its offices at 1857 Helm Drive, Las Vegas, Nevada. The Sublease was approved by the Landlord on October 26, 2018 and includes essentially the same terms as lease payment obligations included in the First Amendment to Lease between the Company and the Landlord. Lease payments will cover the period commencing the second half of October 2018 through September 30, 2019, the end of the remaining term existing on the First Amendment to Lease.

Commitments for future minimum rental payments, by year, and in the aggregate, to be paid under such operating lease as of December 31, 2018, were as follows:

	Rent
	to be paid.
2019		48,612
Total	$	48,612

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6. Share Based Compensation

6 Months Ended

Jun. 30, 2019

Share-based Payment Arrangement, Noncash Expense [Abstract]

Share Based Compensation

Stock Option Plan

The Company's Stock Option Plan permits the granting of stock options to its employees, directors, consultants and independent contractors for up to 8.0 million shares of its common stock. On July 13, 2009, the Company registered its 2009 Flexible Stock Plan, which increased the total shares available to 4 million common shares. The plan allows the Company to issue either stock options or common shares from this Plan.

On June 3, 2011, the Company registered its 2011 Flexible Stock Option plan, and reserved 1,000,000 shares of the Company's common stock for future issuance under the Plan. The Company canceled the Company's 2010 Flexible Stock Plan, and returned 501,991 reserved but unused common shares back to its treasury.

Stock options that vest at the end of a one-year period are amortized over the vesting period using the straight-line method. For stock options awarded using graded vesting, the expense is recorded at the beginning of each year in which a percentage of the options vests. The Company did not issue any stock options during the six months ended June 30, 2019 and the year ended December 31, 2018.

The Company’s stock option activity was as follows:

	Stock Options		Weighted Average Exercise Price		Weighted Avg. Contractual Remaining Life
Outstanding, December 31, 2018		4,307,994		0.69		0.57
Granted		--		--		--
Exercised		--		--		--
Forfeited/Expired		--		--		--
Outstanding June 30, 2019		4,307,994		0.69		0.57
Exercisable June 30, 2019		4,307,994		0.69		0.57

The following table summarizes significant ranges of outstanding stock options under the stock option plan at June 30, 2019:

Range of Exercise Prices		Number of Options		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number of Options Exercisable		Weighted Average Exercise Price
$	0-53 — 1.11		4,307,994		0.57	$	0.69		4,307,994	$	0.69
			4,307,994		0.57	$	0.69		4,307,994	$	0.69

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7. Income Tax

6 Months Ended

Jun. 30, 2019

Income Tax Disclosure [Abstract]

Income Tax

The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. For the first quarter of 2019 the Company expects to utilize net operating losses generated in the current year to offset future deferred tax liabilities derived from the sale of assets in 2018.

The company expects its overall effective tax rate for 2019 to be around 23%.  

As of June 30, 2019 and December 31, 2018, the Company has a partial valuation allowance on net operating losses that may not be able to be utilized fully.

For the six months ended June 30, 2019 the Company recorded a tax benefit of $21,789, as compared to a tax benefit of $260,000 for the comparative six month period ended June 30, 2018.

For the three months ended June 30, 2019 the Company recorded a tax benefit of $8,901, as compared to a tax benefit of $260,000 for the comparative three month period ended June 30, 2018.

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8. Stockholder's Equity

6 Months Ended

Jun. 30, 2019

Stockholders' equity:

Stockholder's Equity

Preferred Stock

The Company has 5,000,000 shares of $.0001 par value preferred stock authorized. As of June 30, 2019, and December 31, 2018, the Company had no shares of preferred stock outstanding.

Common Stock

The Company has 2,890,000,000 shares of $.0001 par value common stock authorized. As of June 30, 2019, and December 31, 2018, the Company had 1,272,066,146 shares of common stock issued and outstanding. 20,000 shares remain in the Company’s treasury.

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9. Subsequent Events

6 Months Ended

Jun. 30, 2019

Subsequent Events [Abstract]

Subsequent Events

None.

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2. Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Financial Statement Presentation

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from these estimates. Certain prior year amounts have been reclassified to conform to current year presentation.

Pursuant to guidance in ASC 205-20, Presentation of Financial Statements, and ASC 360-10-45-9 to 14, Property, Plant and Equipment, regarding when the results of operations of a component of an entity that is classified as held for sale would be reported as a discontinued operation in the financial statements of the entity. The Company determined that it met the threshold for reporting discontinued operations due to a strategic business shift having a major effect on an entity's operations and financial results.

On February 7, 2018, the Company announced that it entered into the Purchase Agreement with FamilyCord. The sale of substantially all of the Company’s assets occurred on May 17, 2018. For this reason, the results of operations for the cord blood and cord tissue stem cell operations have been reclassified into discontinued operations.

Basis of Consolidation

The consolidated financial statements include the accounts of CBAI and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation. 

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates.

Cash

Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less at the time of purchase. The value of cash and cash equivalents held by the Company at a bank in excess of federally insured limits was $11,249,859 during the period ended June 30,2019.

The Company maintains cash and cash equivalents at several financial institutions.

Accounts Receivable

Accounts receivable consist of the amounts due for facilitating the processing and storage of umbilical cord blood and cord tissue, and birth tissue procurement services.  Accounts receivable relating to deferred revenues are netted against deferred revenue for presentation purposes. The allowance for doubtful accounts is estimated based upon historical experience. The allowance is reviewed quarterly and adjusted for accounts deemed uncollectible by management. Amounts are written off when all collection efforts have failed. The Company wrote off $0 and $16,197 in bad debt expense during the six months ended June 30, 2019 and 2018, respectively.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Routine maintenance and repairs are charged to expense as incurred while major replacement and improvements are capitalized as additions to the related assets. Sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the related asset and accumulated depreciation accounts with any gain or loss credited or charged to income upon disposition.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that included the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the portion of tax benefits that more likely than not will not be realized.

The Company follows guidance issued by the FASB with regard to its accounting for uncertainty in income taxes recognized in the financial statements. Such guidance prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $641,000 and $0.00 for the six months ended June 30, 2019 and 2018, respectively. The Company files income tax returns with the Internal Revenue Service (“IRS”) and various state jurisdictions.

Accounting for Stock Option Plan

The Company follows the provisions of Accounting Standards Codification (“ASC”) 718, “Accounting for Stock-based Compensation”), which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

Earnings (Loss) Per Share

Basic earnings per share (EPS) is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding.  Diluted EPS is similar to basic EPS except that the weighted average number of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been exercised.

Concentration of Risk

Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet their contractual obligations to be similarly affected by changes in economic or other conditions described below.

Relationships and agreements which could potentially expose the Company to concentrations of credit risk consist of the use of one source for the processing and storage of all umbilical cord blood and one source for the development and maintenance of a website. The Company believes that alternative sources are available for each of these concentrations.

Financial instruments that subject the Company to credit risk could consist of cash balances maintained in excess of federal depository insurance limits. The Company maintains its cash and cash equivalent balances with high credit quality financial institutions. At times, cash and cash equivalent balances may be in excess of Federal Deposit Insurance Corporation limits, and as of June 30, 2019, this was the case. To date, the Company has not experienced any such losses. 

Fair Value Measurements

Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs, as defined by ASC 820, are as follows:

● Level 1 – quoted prices in active markets for identical assets or liabilities.

● Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.

● Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.

For certain of the Company’s financial instruments, including cash, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses, and deferred revenues, the carrying amounts approximate fair value due to their short maturities. The carrying amounts of the Company’s notes receivable and notes payable approximates fair value based on the prevailing interest rates.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (ASU 2014-09) as modified by ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” and ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” The revenue recognition principle in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, new and enhanced disclosures will be required. Companies may adopt the new standard either using the full retrospective approach, a modified retrospective approach with practical expedients, or a cumulative effect upon adoption approach. The Company adopted ASC 606 effective January 1, 2018 using the full retrospective approach. The adoption of ASU 2014-09 did not have any material impact on the Company’s consolidated financial position, results of operations, equity or cash flows.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, in an effort to reduce the diversity of how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments of this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. There has been no impact as a result of adopting this ASU on our financial statements and related disclosures.

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. The amendments of this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company determined that there no impact this ASU on the consolidated financial statements and related disclosures. The Company has no long-term operating leases on the date of adoption.

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3. Discontinued Operations - Cord Blood and Cord Tissue Stem Cell Storage Operations (Tables)

6 Months Ended

Jun. 30, 2019

Discontinued Operations and Disposal Groups [Abstract]

Assets and liabilities sold, and gain recognized, in connection with the sale of assets

Other current assets	$	45,391
Total current assets		45,391
Customer contracts and relationships, net of amortization		953,490
Property, plant & equipment, less accumulated depreciation		23,685
Total assets	$	1,022,566
Deferred revenue	$	1,496,104
Total liabilities	$	1,496,104

Assets and liabilities classified as held-for-sale

Total assets sold	$	1,022,566
Total liability sold		1,496,104
Net liability sold		473,538
Cash received		12,500,000
Cash in escrow		3,000,000
Total consideration		15,500,000
Net gain from sales of assets	$	15,973,538

Results of operations related to the assets held for sale

	Six-Month Period Ended		Six-Month Period Ended
	June 30, 2019		June 30, 2018
Revenue	$	--	$	1,108,381
Cost of services		--		(308,976	)
Gross profit		--		799,405
Depreciation and amortization		--		(99,231	)
Income from Discontinued Operations		--		700,174
FamilyCord reimbursement		--		164,477
Gain on sale of assets		--		15,973,537
Income from discontinued operations before taxes		--		16,838,188
Income taxes		--		(2,095,000	)
Net income from discontinued operations		--		14,743,188

	Three-Month Period Ended		Three-Month Period Ended
	June 30, 2019		June 30, 2018
Revenue	$	--	$	405,502
Cost of services		--		(136,646	)
Gross profit		--		268,856
Depreciation and amortization		--		(27,431	)
Income from Discontinued Operations		--		241,425
FamilyCord reimbursement		--		164,477
Gain on sale of assets		--		15,973,537
Income from discontinued operations before taxes		--		16,379,439
Income taxes		--		(2,095,000	)
Net income from discontinued operations		--		14,248,439

Net cash provided by operating activities for the assets held for sale

	Six-Month Period Ended		Six-Month Period Ended
	June 30, 2019		June 30, 2018
Cash provided by discontinued operations	$	--	$	1,087,005
Cash provided by investing activities of discontinued operations	$	--	$	12,500,000

	Three-Month Period Ended		Three-Month Period Ended
	June 30, 2019		June 30, 2018
Cash provided by discontinued operations	$	--	$	526,869
Cash provided by investing activities of discontinued operations	$	--	$	12,500,000

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4. Property And Equipment (Tables)

6 Months Ended

Jun. 30, 2019

Property, Plant and Equipment [Abstract]

Property and equipment

	Useful Life (Years)		June 30, 2019		December 31, 2018
Furniture and fixtures		1-5	$	--	$	17,597
Computer equipment		5		--		124,466
Laboratory Equipment		1-5		--		5,837
Freezer equipment		7-15		--		34,699
Leasehold Improvements		5		--		102,862
				--		285,461
Less: accumulated depreciation and amortization				--		(285,461	)
			$	--	$	--

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5. Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Future minimum rental payments

	Rent
	to be paid.
2019		48,612
Total	$	48,612

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6. Share Based Compensation (Tables)

6 Months Ended

Jun. 30, 2019

Share-based Payment Arrangement, Noncash Expense [Abstract]

Stock option activity

	Stock Options		Weighted Average Exercise Price		Weighted Avg. Contractual Remaining Life
Outstanding, December 31, 2018		4,307,994		0.69		0.57
Granted		--		--		--
Exercised		--		--		--
Forfeited/Expired		--		--		--
Outstanding June 30, 2019		4,307,994		0.69		0.57
Exercisable June 30, 2019		4,307,994		0.69		0.57

Summary of significant ranges of outstanding stock options

Range of Exercise Prices		Number of Options		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number of Options Exercisable		Weighted Average Exercise Price
$	0-53 — 1.11		4,307,994		0.57	$	0.69		4,307,994	$	0.69
			4,307,994		0.57	$	0.69		4,307,994	$	0.69

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3. Discontinued Operations - Cord Blood and Cord Tissue Stem Cell Storage Operations (Details)	Dec. 31, 2018 USD ($)
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

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3. Discontinued Operations - Cord Blood and Cord Tissue Stem Cell Storage Operations (Details 1)	Dec. 31, 2018 USD ($)
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

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3. Discontinued Operations - Cord Blood and Cord Tissue Stem Cell Storage Operations (Details 2) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Discontinued Operations and Disposal Groups [Abstract]
Revenue	$ 0	$ 405,502	$ 0	$ 1,108,381
Cost of services	0	(136,646)	0	(308,976)
Gross profit	0	268,856	0	799,405
Depreciation and Amortization	0	(27,431)	0	(99,231)
Income from Discontinued Operations	0	241,425	0	700,174
FamilyCord reimbursement	0	164,477	0	164,477
Gain on sale of assets	0	15,973,537	0	15,973,537
Income from discontinued operations before taxes	0	16,379,439	0	16,838,188
Income taxes	0	(2,095,000)	0	(2,095,000)
Net income from discontinued operations	$ 0	$ 14,248,439	0	14,743,188
Cash provided by discontinued operations			0	1,087,005
Cash provided by investing activities of discontinued operations			$ 0	$ 12,500,000

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4. Property and Equipment (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Property and equipment, gross	$ 0	$ 285,461
Less: accumulated depreciation and amortization	0	(285,461)
Property and equipment, net	0	0
Furniture and Fixtures [Member]
Property and equipment, gross	0	17,597
Computer Equipment [Member]
Property and equipment, gross	0	124,466
Labaratory Equipment [Member]
Property and equipment, gross	0	5,837
Freezer Equipment [Member]
Property and equipment, gross	0	34,699
Leaseholds and Leasehold Improvements [Member]
Property and equipment, gross	$ 0	$ 102,862

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4. Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense, continuing operations	$ 0	$ 1,344	$ 0	$ 2,686
Depreciation and amortization expense, discontinued operations	$ 0	$ 2,345	$ 0	$ 5,682

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5. Commitments and Contingencies (Details)	Jun. 30, 2019 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2019	$ 48,612
Total	$ 48,612

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6. Share Based Compensation (Details)	6 Months Ended
	Jun. 30, 2019 $ / shares shares
Share-based Payment Arrangement, Noncash Expense [Abstract]
Beginning balance, shares | shares	4,307,994
Granted, shares | shares	0
Exercised, shares | shares	0
Forfeited/expired, shares | shares	0
Ending balance, shares | shares	4,307,994
Ending balance exercisable, shares | shares	4,307,994
Beginning balance, weighted average exercise price | $ / shares	$ .69
Granted, weighted average exercise price | $ / shares	.00
Exercised, weighted average exercise price | $ / shares	.00
Forfeited/expired, weighted average exercise price | $ / shares	.00
Ending balance, weighted average exercise price | $ / shares	.69
Ending balance exercisable, weighted average exercise price | $ / shares	$ .69
Beginning balance, weighted avg. contractual remaining life	6 months 25 days
Ending balance, weighted avg. contractual remaining life	6 months 25 days
Weighted avg. contractual remaining life, exercisable	6 months 25 days

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6. Share Based Compensation (Details 1) - $ / shares	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Number of Options	4,307,994	4,307,994
Weighted Average Remaining Contractual Life (years)	6 months 25 days
Weighted Average Exercise Price	$ .69	$ .69
Number of Options Exercisable	4,307,994
Weighted Average Exercise Price	$ .69
Range One [Member]
Range of Exercise Prices	$0.53 - $1.11
Number of Options	4,307,994
Weighted Average Remaining Contractual Life (years)	6 months 25 days
Weighted Average Exercise Price	$ 0.69
Number of Options Exercisable	4,307,994
Weighted Average Exercise Price	$ 0.69

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7. Income Tax (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Tax Disclosure [Abstract]
Income tax benefit	$ 8,901	$ 260,000	$ 21,789	$ 260,000

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8. Stockholder's Equity (Details Narrative) - $ / shares	Jun. 30, 2019	Dec. 31, 2018
Stockholders' equity:
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock shares authorized	5,000,000	5,000,000
Preferred stock shares outstanding	0	0
Common stock, par value	$ .0001	$ .0001
Common stock shares authorized	2,890,000,000	2,890,000,000
Common stock shares issued	1,272,066,146	1,272,066,146
Common stock shares outstanding	1,272,066,146	1,272,066,146