CBA Florida, Inc. - FORM 10-K

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - CBA Florida, Inc.	Financial_Report.xls
EX-32.1 - CERTIFICATION - CBA Florida, Inc.	cbai_ex321.htm
EX-10.2 - EMPLOYMENT AGREEMENT - CBA Florida, Inc.	cbai_ex102.htm
EX-31.1 - CERTIFICATION - CBA Florida, Inc.	cbai_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

___________________________

FORM 10-K

(MARK ONE)

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

For the fiscal year ended December 31, 2014

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

For the transition period from _______ to _______

Commission File No. 000-50746

cord blood America, inc.

(Exact Name of registrant as specified in its charter)

Florida		90-0613888
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1857 Helm Drive, Las Vegas, NV		89119
(Address of Principal Executive Offices)		(Zip Code)

(702) 914-7250

(Issuer’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class to be so Registered:		Name of each exchange on which registered
None		None

Securities registered under Section 12(g) of the Act:

Common Stock, Par Value $.0001

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes oNo þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 filing requirements for the past 90 days. Yes þNo o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files) Yes þNo o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in the definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or amendment to Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large Accelerated Filer	o	Accelerated Filer	o
Non-accelerated Filer	o	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes oNo þ

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes o No o

The aggregate market value of the common equity held by non-affiliates of the registrant as of June 30, 2014, based on the closing price of the common stock as reported by the Over the Counter Bulletin Board on such date, was approximately $2.23 million. The registrant has no outstanding non-voting common equity.

The Registrant had 890,000,000 shares of its common stock outstanding as of March 15, 2015, and no shares of its preferred stock outstanding.

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K into which the document is incorporated:

CORD BLOOD AMERICA, INC.

2014 ANNUAL REPORT ON FORM 10-K

Table of Contents

		Page

FORWARD LOOKING STATEMENTS			3

PART I

Item 1.	BUSINESS		4
Item 1A.	RISK FACTORS		10
Item 2.	PROPERTIES		14
Item 3.	LEGAL PROCEEDINGS		14

PART II

Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		15
Item 6.	SELECTED FINANCIAL DATA		17
Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		17
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		20
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		20
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		20
Item 9A.	CONTROLS AND PROCEDURES		20
Item 9B.	OTHER INFORMATION		21

PART III

Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		22
Item 11.	EXECUTIVE COMPENSATION		23
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		26
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		27
Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		28

PART IV

Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		29

	SIGNATURES		32

FORWARD LOOKING STATEMENTS

Some of the information contained in this Annual Report may include forward-looking statements. The Company bases these forward-looking statements on its current views with respect to its research and development activities, business strategy, business plan, financial performance and other matters, both with respect to us, specifically, and the biotechnology sector, in general. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “estimate,” “may,” “should,” “anticipate,” “will” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise, but the absence of these words does not necessarily mean that a statement is not forward-looking.

All forward-looking statements involve inherent risks and uncertainties, and there are or will be important factors that could cause actual results to differ materially from those indicated in these statements. The Company believes that these factors include, but are not limited to, those factors set forth in the sections entitled “Business,” “Risk Factors,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk” and “Controls and Procedures” in this Annual Report, all of which you should review carefully. Please consider the Company’s forward-looking statements in light of those risks as you read this Annual Report. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

If one or more of these or other risks or uncertainties materializes, or if the Company’s underlying assumptions prove to be incorrect, actual results may vary materially from what the Company anticipates. All subsequent written and oral forward-looking statements attributable to the Company or individuals acting on its behalf are expressly qualified in their entirety by the cautionary language above. You should consider carefully all of the factors set forth or referred to in this Annual Report, as well as others, that could cause actual results to differ.

PART I

ITEM 1. BUSINESS

Overview

Cord Blood America, Inc. ("CBAI" or the “Company”), formerly D&A Lending, Inc., was incorporated in the State of Florida on October 12, 1999. In October, 2009, CBAI re-located its headquarters from Los Angeles, California to Las Vegas, Nevada. CBAI's wholly-owned subsidiaries include Cord Partners, Inc., CorCell Companies, Inc., CorCell, Ltd., (Cord Partners, Inc., CorCell Companies, Inc. and CorCell, Ltd. are sometimes referred to herein collectively as “Cord”), CBA Properties, Inc. ("Properties"), and Career Channel, Inc. formerly D/B/A Rainmakers International ("Rain"). In September 2010, CBAI purchased a majority interest in Biocordcell Argentina S.A. (“Bio”). CBAI and its subsidiaries engage in the following business activities:

●	CBAI and Cord specializes in providing private cord blood and cord tissue stem cell storage services to families throughout the United States and Puerto Rico. Additionally, the Company is procuring birth tissue for organizations utilizing the tissue in the transplantation and/or research of therapeutic based products.
●	Biocordcell Argentina S.A. specializes in providing private cord blood stem cell storage to families in Argentina, Uruguay and Paraguay.
●	Properties was formed to hold corporate trademarks and other intellectual property.

In September 2010, CBAI purchased a majority interest in Biocordcell Argentina S.A. (BioCells), a company providing private cord blood processing and storage services to families in Argentina, Uruguay and Paraguay. On September 29, 2014, the Company sold its ownership interest in BioCells to Diego Rissola, who is the current President and Chairman of the Board of BioCells. In conjunction with the disposition of BioCells, the gain on the sale and results of historical operations are recorded as discontinued operations in the Company’s Consolidated Statements of Operations for the year ended December 31, 2014. Additionally, the cash flows from BioCells are reflected separately as cash flows from discontinued operations in the Company’s Consolidated Statement of Cash Flows.

Events in 2014

AABB Accreditation

The Company announced effective January 1, 2014, it had received its AABB accreditation for cell therapy activity associated with cord blood processing, storage and distribution.

Lease

On January 21, 2014, the Company entered a First Amendment to Lease, which extended its lease at the property located at 1857 Helm Drive, Las Vegas, Nevada through September 30, 2019. In connection with the amendment, the Company received an abatement of the entire amount of its rent for January 2014, except for CAM charges. In addition, as of October 1, 2014, the Company’s monthly lease payments shall revert 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 has the option to lease a portion of the premises currently occupied by the Company to a third party, and if this portion is leased to a third party, the Company’s monthly rent amount shall be reduced pro rata with the portion of the space leased to a third party. If the Landlord is unable to or elects not to lease a portion of the premises to a third party by November 30, 2015 and by each subsequent anniversary thereof, the Company shall receive an additional abatement of one month rent, excluding CAM charges, in December 2015, December 2016 and December 2017, respectively and as applicable.

VIDAPLUS 2007 S.L.

In accordance with the terms for Tranche 2 of the Stock Purchase Agreement between VidaPlus and CBAI entered in January 2011, on February 14, 2014, CBAI delivered to VidaPlus its election to convert its loan under Tranche 2 into shares of stock in VidaPlus, including Anti-Dilution shares to which CBAI is entitled pursuant to the conversion. CBAI is entitled to an additional ownership stake of approximately 2.24% in connection with the foregoing, bringing its total ownership percentage to approximately 9.24%.

Frozen Food Gift Group

The Company entered into a Release with Frozen Food Gift Group (FFGG) effective as of March 5, 2014, with the mutual releases and negative covenants contained therein not taking effect until such time as the Company received payment under the Claim Purchase Agreement, entered as of March 12, 2014 with a third party to the Company in exchange for the Company’s claims against FFGG. Payment was made by a third party to the Company on or around April 1, 2014.

New Service Offering

On June 25, 2014 the Company announced a new service offering for the isolation and expansion of mesenchymal stem cells found in cord tissue. This service, branded IsoCell, is offered as an optional add-on to the Company’s cord tissue segment service, and can also be provided, along with the cord tissue segment service, in combination with the umbilical cord blood service.

Secured Promissory Note

Cord Blood Caribbean, Inc. dba Banco Vida, headquartered in San Juan, Puerto Rico (“Banco Vida”) provides private cord blood, cord tissue and other tissue related services for customers primarily located in Puerto Rico, and engages the Company as its exclusive provider of laboratory processing and storage services.

Effective August 1, 2014, the Company entered into a secured promissory note with Banco Vida, whereby the Company provided a loan to Banco Vida in the amount of $75,000.

The note carries an interest rate of 8% per annum. Banco Vida is obligated to make interest-only, monthly payments for the first twelve months, commencing thirty days from the effective date, and thereafter shall repay the entirety of the principal and accrued interest pursuant to a standard 18 month amortization schedule, with the final payment being due on or before February 1, 2017. The Note is secured by Banco Vida’s customer contracts, customer relationships and the ability to collect payments directly from Banco Vida’s customers where their umbilical cord blood and tissue samples are stored at the Company’s facilities on behalf of Banco Vida.

Divestiture of Biocordcell Argentina, S.A.

Under the Agreement, the Purchaser is obligated to pay the total amount of $705,000, as follows:

$5,000 on or before October 12, 2014; $10,000 on or before December 1, 2014 (past due); $15,000 on or before March 1, 2015 (past due); $15,000 on or before June 1, 2015; $45,000 on or before June 1, 2016; $55,000 on or before June 1, 2017; $55,000 on or before June 1, 2018; $55,000 on or before June 1, 2019; $65,000 on or before June 1, 2020; $75,000 on or before June 1, 2021; $75,000 on or before June 1, 2022; $75,000 on or before June 1, 2023; $80,000 on or before June 1, 2024; $80,000 on or before June 1, 2025.

Pursuant to the Agreement, the Shares are pledged by the Purchaser in favor of the Company to secure the Purchaser’s performance under the Agreement, as are an additional 4,503 Class B shares held by the Purchaser

Cord Blood America, Inc. v. Tonaquint and St. George

On December 17, 2014, in settlement of the Action, the parties entered into a Settlement and Exchange Agreement (the "Settlement Agreement"). Pursuant to the Settlement Agreement, the Secured Convertible Promissory Note and the Warrant to Purchase Shares of Common Stock issued by the Company to St. George on or around March 10, 2011, as well as the SGI Purchase Agreement, and all other documents that made up the March 2011 transaction between the Company and St. George, all of which have been set forth in detail in prior filings by the Company, were terminated, cancelled or otherwise extinguished. Further pursuant to the Settlement Agreement, the Tonaquint Note was exchanged for a Secured Convertible Promissory Note of the Company in the principal amount of $2,500,000 (the "Company Note"), and certain of the other documents that were part of the June 27, 2012 transaction between the Company and Tonaquint (the “June 2012 Tonaquint Transaction”) were terminated, cancelled or otherwise extinguished, and certain of them were amended, as set forth below.

On December 22, 2014, the parties filed a Stipulated Motion to Dismiss with Prejudice the Action, and on that same day, the Court entered an Order of Dismissal, dismissing the Action in its entirety.

Industry Background of Cord

Stem cells. The human body is comprised of many types of cells with individual characteristics and specific functions. Cells with a defined or specialized function are referred to as differentiated. Examples of differentiated cells include nerve cells, red blood cells and skin cells. Differentiated cells are replaced and renewed over time from a population of rare, undifferentiated cells known as stem cells. As stem cells grow and proliferate, they are capable of producing both additional stem cells as well as cells that have differentiated to perform a specific function. Stem cell differentiation is prompted by specific cell-to-cell interactions or other molecular signals. These signals trigger a change in the cell’s genetic profile, causing specific genes to become active and others to become inactive. As a result, the cell develops specialized structures, features and functions representative of its differentiated cell type.

There are many types of stem cells in the human body. These stem cells are found in different concentrations and in different locations in the body during a person’s lifetime. Current thinking suggests that each organ and tissue in the body is founded, maintained and possibly rejuvenated to different degrees, on a more or less continual basis, by specific stem cell populations naturally present in the body. Types of stem cells include:

Hematopoietic stem cells. Hematopoietic, or blood, stem cells reside in the bone marrow, umbilical cord and placenta. They can also be found in an infant’s umbilical cord as well as circulating in very small numbers in the blood. Hematopoietic stem cells generate all other blood and immune system cells in the body.

Neural stem cells. Neural stem cells can be found in the brain and spinal cord and are capable of differentiating into nerve and brain tissue.

Mesenchymal stem cells. Mesenchymal stem cells can be found in bone marrow, cord tissue and adipose tissue and differentiate into bone, cartilage, fat, muscle, tendon and other connective tissues.

Pancreatic islet stem cells. Pancreatic islet stem cells can be found in the pancreas and differentiate into specialized cells of the pancreas including cells that secrete insulin.

The ability of a stem cell to differentiate into multiple types of cells of a certain tissue is referred to as pluripotency. For example, a hematopoietic stem cell has the ability to differentiate into many types of blood and immune system cells. However, stem cells of one tissue type may also generate specialized cells of another tissue type, a characteristic referred to as plasticity. For example, under specific conditions, hematopoietic stem cells have been shown to generate specialized cells of other systems, including neural, endocrine, skeletal, respiratory and cardiac systems. These characteristics make stem cells highly flexible and very useful for a number of applications, including the potential use as therapeutics.

Cell therapy. Cell therapy is the use of live cells as therapeutic agents to treat disease. This therapy involves the introduction of cells to replace or initiate the production of other cells that are missing or damaged due to disease. Currently, the most common forms of cell therapy include blood and platelet transfusions and bone marrow transplants.

Bone marrow transplantation is a medical procedure in which hematopoietic stem cells are introduced into the body in order to regenerate healthy, functioning bone marrow. In this procedure, stem cells are obtained from a donor through a surgical procedure to remove approximately one liter of bone marrow. The donated bone marrow, including any “captured” stem cells, is then transfused into the patient. Stem cells for transplantation may also be obtained from peripheral blood or umbilical cord blood donations. Sometimes the stem cells used in the procedure are obtained from the patient’s own bone marrow or blood.

Bone marrow transplantation has been successfully employed in the treatment of a variety of cancers and other serious diseases since the 1960s. According to the International Bone Marrow Transplant Registry, over 45,000 bone marrow and other hematopoietic (blood) stem cell transplant procedures were performed worldwide in 2002.

The flexibility and plasticity of stem cells has led many researchers to believe that stem cells have tremendous promise in the treatment of diseases other than those currently addressed by stem cell procedures. Researchers have reported progress in the development of new therapies utilizing stem cells for the treatment of cancer, neurological, immunological, genetic, cardiac, pancreatic, liver and degenerative diseases.

Umbilical Cord Blood Banking

The success of current and emerging cell therapies is dependent on the presence of a rich and abundant source of stem cells. Umbilical cord blood has been emerging as an ideal source for these cells. As information about the potential therapeutic value of stem cells has entered the mainstream, and following the first successful cord blood transplant performed in 1988, cord blood collection has grown. In the past decade, multiple public and private cord blood banks have been established to provide for the collection and storage of these cells. Public cord blood banks collect and store umbilical cord blood donated by women at the birth of the child. This blood is stored and made available for a significant fee to an unrelated individual who matches the cord blood stored. The Company does not currently collect or store donated cord blood units. Private, or family cord blood banks such as Cord, collect and store umbilical cord blood on a fee-for-service basis for families. This blood is stored and made available to the family in the event the family needs stem cells for a transplant. Stem cells have been successfully recovered from cord blood after at least twenty five years of storage in liquid nitrogen. However, these cells may be able to retain their usefulness at least as long as the normal life span of an individual.

Umbilical Cord Tissue Banking

An emerging source of stem cells found in the umbilical cord tissue for therapeutic use are Mesenchymal stem cells. Mesenchymal stem cells, which are abundant in the cord tissue, possess the ability to regenerate into connective tissues including nerves, bones, muscles and ligaments. While there are currently no clinically approved use for these stem cells, there are over 200 clinical trials underway, and many scientists view this source of stem cells as promising resource in the field of regenerative medicine. In more recent years, many of the private or family cord blood banks have begun offering cord tissue related processing and storage services on a fee-for-service basis for families. Private cord blood banks typically offer to store a whole segment of the cord tissue, or a service where the Mesenchymal stem cells are isolated from the cord tissue, expanded, and then cryogenically stored. Stem cells that have been isolated and expanded are more readily available for use, if such opportunity exists in the future. Cord offers both whole segment and isolated cord tissue processing and storage services.

CORD

Services Provided By Cord

Cord’s operations provide umbilical cord blood banking and cord tissue services to expectant parents throughout all 50 United States and Puerto Rico. The Company’s corporate headquarters re-located to Las Vegas, NV from Los Angeles, CA in October 2009. Cord earns revenue through a one-time enrollment and processing fee, and through an annually recurring storage and maintenance fee. Cord processes and stores cord blood and cord tissue in its own facility. Cord provides the following services to each customer.

●	Collection Materials. A medical kit that contains all of the materials and instructions necessary for collecting the newborn’s umbilical cord blood and cord tissue at birth and packaging the unit for transportation. The kit also provides for collecting a maternal blood sample for infectious disease testing.
●	Physician And Customer Support. 24-hour consulting services to customers as well as to physicians and labor and delivery personnel, providing any instruction necessary for the successful collection, packaging, and transportation of the cord blood and cord tissue and maternal blood samples.
●	Transportation. Manage all logistics for transporting the cord blood and cord tissue unit to the Company’s centralized facility immediately following birth. This procedure ensures chain-of-custody control during transportation for maximum security.
●	Comprehensive Testing. The cord blood sample is tested for stem cell concentration levels and blood type. The maternal samples are tested for infectious diseases. Cord reports these results to the newborn’s mother.
●	Cord Blood Storage. After processing and testing, the cord blood and cord tissue unit is cryogenically frozen in a controlled manner and stored in liquid nitrogen for potential future use. Data indicates that cord blood retains viability and function for at least twenty five years when stored in this manner, and theoretically could be maintained at least as long as the normal life span of an individual.

Additionally, the Company is procuring birth tissue for organizations utilizing the tissue in the transplantation and/or research of therapeutic based products. The Company receives a one-time recovery fee per tissue. Associated services provided by the Company with this offering may include; transportation, collection materials, information used to determine donor eligibility and infectious disease testing of the maternal blood.

Going forward, management will continue to assess business opportunities, and plans to pursue customer acquisition, primarily through organic growth.

Material Reclassification, Merger, Consolidation, or Purchase or Sale of Significant Assets

China Stem Cell Ltd. Investment

In March of 2010 the Company acquired pursuant to a License Agreement, a 10% non dilutable interest in what became, in December 2010, China Stem Cells, Ltd., a Cayman Islands Company (hereinafter "Cayman"), which indirectly holds a 100% capital interest in AXM Shenyang, a company organized to conduct a Stem Cell Storage Business in China. In exchange for issuance of equity interest in Cayman, under the terms of the Transfer of Technology Agreement the Company agreed to provide technology transfer, knowhow and training in the setup, marketing and operation of the China Stem Cell Storage business. In connection with the License Agreement, the Company will receive royalties equal to 8.5% of "Net Revenues" realized from the China Stem Cell Storage business, over the 15 year term of the agreement, with certain minimum annual royalties’ payable beginning in 2011. The Company has not been paid any royalty balance due to date, and it remains doubtful that any such royalties will be collected.

As of December 31, 2014, Cord Blood has exercised this option in part, provided a total of $400,000 in additional capital to Cayman, and is to receive Cayman Secured Convertible Promissory Notes for this sum along with 50 Cayman (TBD) Warrants. The Secured Convertible Promissory Notes are convertible into Cayman stock at a conversion price of $1,500 per share, subject to certain adjustments. The Warrants have a five year term and are exercisable at an option exercise price of $0.05 per share per share, subject to certain adjustments. The Company recorded a reserve for the entire carrying value of the receivable of $458,706, including interest, as of December 31, 2014.

Stellacure Acquisition

In March 2010, the Company acquired 138,712 Series B Shares of Stellacure, GmbH, which represents an ownership percentage of 51%, a German Limited Liability Company that is in the business of privately collecting, processing, and storing cord blood samples. The purchase price paid by the Company was EUR 501,000. Stellacure operates primarily in Germany; however, it established sales channels in Spain and Italy in 2009.

On September 28, 2012, the Company sold its 51% ownership interest in Stellacure of Hamburg, Germany to Medivision mbH. In line with the Company’s strategy to focus on its cash producing operations in the US and Argentina, the sale included consideration of approximately $43,000 in a loan repayment, approximately $69,000 forgiveness of a remaining loan balance owed to Stellacure from Company, and a waiver against all past and future claims.

ViviCells International Acquisition

On May 5, 2010, the Company executed and funded a Debtor-In-Possession loan agreement with ViviCells International, Inc. a Florida corporation (“Vivi” or the “Debtor”), NeoCells, Inc., an Illinois corporation, and AdultCells, Inc., an Illinois corporation, (jointly and severally referred to as the “Subsidiaries”), for $200,000 secured by a super priority lien on the Debtor’s and Subsidiaries’ assets. As additional consideration for this loan, the Company received 21% of the Debtor’s outstanding Common Stock. The $200,000 loan carries interest at 10% per annum, with principal and all accrued interest all due and payable on March 15, 2011. In September 2010, the Company acquired an approximately $800,000 secured obligation of the Debtor held by a junior lien holder in ViviCell’s bankruptcy proceeding, in exchange for the private issuance of 111,111 restricted shares of its Common stock to the holder of this secured obligation.

On October 20, 2010, the Company as a co-proponent proposed a Plan of Reorganization for Vivi under the United States Bankruptcy Code, pursuant to which the Company proposed to acquire an additional 74% of the outstanding shares of Vivi, which would give it in excess of 94% ownership in ViVi, in exchange for the issuance of up to 644,888 shares of the Company’s common stock, and the Company’s agreement to make an additional senior secured loan in the amount of $300,000 to Vivi as working capital upon consummation of the Plan. Between June 16, 2010 and December 14, 2010, the Company accelerated the date of its loan commitment, and loaned $100,000 out of the proposed $300,000 loan amount to Vivi in advance of the Plan confirmation, secured under the super priority lien. On February 16, 2011, a hearing on Confirmation of this proposed plan of reorganization was heard and approved. The plan was scheduled to be Effective as of April 1, 2011. However, Vivi subsequently advised the Company that it would be unable to supply the full 94% plus ownership of Vivi’s outstanding capital stock to the Company as required under the Plan. On April 13, 2011, the Company filed a Non Consummation of Confirmed Plan with the United States Bankruptcy Court. The Company pursued its rights to foreclose as the holder of a super priority lien against all assets of NeoCells, ViviCells’ subsidiary. Then, on April 22, 2011, ViviCells filed an adversary proceeding against the Company, in the same United States Bankruptcy Court, Central District of California (Santa Ana), where ViviCells bankruptcy proceedings had been taking place (the “Adversary Proceeding”). ViviCells followed this by, in the Adversary Proceeding, filing a Motion for a temporary restraining order on April 25, 2011, seeking to halt the foreclosure by the Company on the assets of NeoCells. The complaint and the motion were amended on May 2, 2011, primarily by adding NeoCells, in addition to ViviCells, as a party to the adversary proceeding and the motion. The motion was heard on May 2, 2011. The motion was denied, and accordingly, the Company proceeded on May 2, 2011 at 1:00 pm (CST) to foreclose against all assets of NeoCells. At the public disposition of all property owned by NeoCells, the Company as a secured creditor bid $320,000 in offset debt, and acquired all right, title and interest in said property free and clear of any liens, security interests and encumbrances which are junior and subordinate to the Company’s security interest as a secured creditor. The tangible property acquired that the Company desired to retain was relocated to the Company’s Las Vegas facility.

On June 2, 2011, the Court entered an order dismissing the Adversary Proceeding, and on July 11, 2011, the Court entered an Order Closing Adversary Proceeding.

BioCells Acquisition

In September 2010, the Company entered into a Stock Purchase Agreement (the “Agreement”), with the Shareholders of Biocordcell Argentina S.A., a corporation organized under the laws of Argentina (“Bio”), providing for the Company’s acquisition of 50.1% of the outstanding shares of Bio (the “Shares).

Under the Agreement, the Company paid $375,000 in cash at the closing, and was obligated to pay an additional $350,000 in October, 2010, $150,000 of which is part of the fixed portion of the purchase price for the shares, for a total minimum purchase price of $525,000. The remaining $200,000 of this payment represents advances against the contingent payments due based on Bio’s 2010 and 2011 net income performances.

The Agreement provides that the Shareholders are to be paid contingent “earn-out” compensation in 2011 based on achieving certain levels of net income in 2010 of which the Shareholders were paid $500,000. As of June 22, 2012, the Company entered into an Agreement with the shareholders of Bio from whom the Company purchased its majority ownership interest in Bio in 2010 (the "Sellers") relating to the 2011 earnout. Under the Agreement, the Company would pay the Sellers the following: $25,000 on or before June 30, 2012; $10,000 on or before July 31, 2012; and $25,000 on or before September 30, 2012, for a total cash payment of $60,000. In addition, the Sellers would collect the Company’s portion of BioCells shareholder dividends for fiscal years 2012 and 2013, up to a maximum amount of $440,000, if any. Also, if BioCells is sold before April 2014 and certain thresholds for purchase price and payment are met or exceeded, then the Sellers could receive additional compensation, specifically an amount which equals $705,000 minus any amounts paid pursuant to the cash payments and payments from the Company’s shareholder dividends, which are detailed above. That sum would be paid to the Sellers out of the proceeds of such a sale. All amounts owed by the Company described above have been paid in full.

Under the Agreement, the Purchaser is obligated to pay the total amount of $705,000, as follows:

The Purchaser has defaulted on the December 1, 2014 and the March 1, 2015 payments. The Company has sent such default notice, demanded payment, and is accruing interest at a default interest rate of 12%.

VidaPlus

On January 24, 2011, the Company entered into a Stock Purchase Agreement to acquire up to 51% of the capital stock in VidaPlus, an umbilical cord processing and storage company headquartered in Madrid, Spain. The Agreement is organized into three tranches; the first executed at closing with an initial investment of approximately $204,000 (150,000 Euro) for an amount equivalent to 7% as follows; 1% of share capital in initial equity or approximately $30,000 and 6% or an estimated $174,000 as a loan convertible into equity within 12 months of closing. The initial investment was secured by a Pledge Agreement on 270 VidaPlus samples that are incurring annual storage fees. The second tranche provides the opportunity for an additional 28% in share capital through monthly investments based on the number of samples processed in that month (up to a maximum of 550,000 EUR). The Company loaned $153,092 (US) to VidaPlus during the year ended December 31, 2011 and $93,396 during the quarter ended March 31, 2012 in connection with the second tranche of this agreement. Converting the investment from a loan into equity for tranche two is to take place within 24 months, and the obligation will have been met in full after 1,000 samples have been processed and stored. The third tranche follows a similar loan to equity agreement as tranche two but for an additional 16% equity at the option of the Company (up to a maximum of 550,000 EUR). VidaPlus contracts through Stellacure and their relationship with the German Red Cross for their processing and storage.

In connection with the VidaPlus Stock Purchase Agreement entered into on January 24, 2011, the Company was obligated to make monthly loans to VidaPlus based on the number of new samples processed and up to a maximum of 550,000 Euro for each of tranche 2 and 3 of the Agreement. Tranche 2 did contain provisions that provided the Company an option to discontinue funding if certain performance targets were not met.

In January 2012, the Company exercised its right to convert its Tranche 1 loan into 6% of the outstanding shares of VidaPlus, and as a result, the Company owned a total of 7% of the outstanding shares. At the time of the equity conversion, the Company no longer maintained its Pledge on the 270 VidaPlus samples associated with Tranche 1; however, the Company maintained a liquidation preference in VidaPlus over the money invested by the Company in VidaPlus. Additionally, the Company declined to make any further investment (loan or otherwise) to VidaPlus under whether Tranche 2, Tranche 3 or otherwise. CBAI holds a pledge over the umbilical cord blood maintenance and storage contracts between VidaPlus and certain of its customers, and all rights contained therein, including but not limited to the rights to administer those contracts and the rights to collect the revenues derived from those contracts, for 328 samples. CBAI holds that pledge until such time as it converts the monies paid to VidaPlus under Tranche 2 of the Stock Purchase Agreement into equity into Vidaplus, in accordance with the formulas set forth in the Stock Purchase Agreement. CBAI must make that conversion within two years of when the calculation was made as to the amount of shares to which CBAI is entitled pursuant to Tranche 2, which means that such conversion shall take place around or before February 2014. CBAI also holds a liquidation preference in VidaPlus for the money the Company invested in VidaPlus. On February 14, 2014, CBAI delivered to VidaPlus its election to convert its loan under Tranche 2 into shares of stock in VidaPlus, including Anti-Dilution shares. The Company is entitled to an additional ownership stake of approximately 2.24% in connection with the forgoing, bringing its total ownership percentage to approximately 9.24%

Reproductive Genetics Institute

On February 24, 2011, the Company acquired the following assets; 593 umbilical cord blood samples and all related file documents, four (4) cryogenic storage tanks, and two computers from Reproductive Genetics Institute, Inc. (RGI) for $76,000 in cash. The Company paid an additional $48,885 to RGI to cover claims related to ViviCells International for a total $124,885. In March 2011, the assets acquired were relocated to the Company’s Las Vegas laboratory.

Competition

The Company is one of an estimated thirty two (32) firms in the US providing private cord blood banking services, with approximately one half of those providing additional cord tissue related services. Internationally there are an estimated one hundred and twenty (120) additional firms offering these services. The Company has built its business in the United States (“US”) via a model of organic growth and accretive acquisitions.

Management believes that in the US an organic differentiator for the Company is its emphasis on strategic relationships with larger health insurance providers and other organizations focused on health and wellness. This approach differs from the Company's major competitors who tend to focus on a traditional pharmaceutical model where field sales representatives cover a geographical market of ob/gyn practices. By focusing on the health insurance relationships, while the sales cycle is longer, once established, management believes the sales approach builds loyalty and recurring sales. The Company in parallel to its business to business sales approach is increasing its marketing efforts direct to the consumer via its digital presence. Management believes as the industry matures, and parents become increasingly educated on stem cell banking, more decisions will be made directly between the parents and the Company.

The Company officially opened its own laboratory operations at its new facility in Las Vegas, Nevada in March, 2010. Previously the Company has outsourced these key scientific elements to a third party and was primarily a reseller of cord blood services. There are approximately 40% of the US private banking firms that continue to outsource laboratory operations to a third party. Now, with this key expertise in house, the Company has the ability to continue making advancements on existing and new services related to stem cells as well as better manage laboratory costs, efficiencies and vendor relationships related to processing and storage. Further demonstrating the increasing strength of the Company’s operations, the Company sought and received its AABB Accreditation for cell therapy activity associated with cord blood processing, storage and distribution. The Company believes this accreditation, while voluntary, was necessary to stay competitive with other industry participants, and further validates by an independent organization the quality of its operating practices. The Company at the present engages in limited research and development activities at its laboratory facility, but continues to evaluate the advancing science for opportunities that may exist in the future.

Management may add acquisitions that increase the recurring storage based revenues, assuming cost effective new sources of capital can be located to make such accretive acquisitions. To date, the Company has concluded seven acquisitions, and management believes multiple opportunities may exist in the future to acquire smaller competitors who do not have the financial resources or a large enough recurring revenue base from storage to compete on a go forward basis. Over the past year, the Company has seen increased discounting related to enrollment services which Management believes could be a leading indicator of industry consolidation.

Patents, Trademarks, Licenses or Royalty Agreements.

Patent License Agreement

PharmaStem Therapeutics claims to hold certain patents relating to the storage, expansion and use of hematopoietic stem cells. In the past several years, PharmaStem has commenced suit against numerous companies involved in cord blood collection and preservation alleging infringement of its patents. In October 2003, after a jury trial, judgment was entered against certain of our competitors and in favor of PharmaStem in one of those suits. In February 2004, PharmaStem commenced suit against Cord Partners and certain of its competitors alleging infringement of its patents. Management of Cord Partners determined to settle, rather than to litigate, this matter. As a result, PharmaStem and Cord Partners entered into a Patent License Agreement in March 2004. Pursuant to the Patent License Agreement, Cord Partners could, on a non-exclusive basis, collect, process and store cord blood utilizing PharmaStem’s claimed technology and processes allegedly covered by its patents for so long as the patents may remain in effect. Most of the patents at issue expired in 2010. PharmaStem could claim, arguendo, Cord Partners is obligated under the Patent License Agreement to pay royalties to PharmaStem of 15% of all revenues generated by Cord Partners from the collection and storage of cord blood on and after January 1, 2004. Other than, potentially royalties, which would be disputed by Cord, no amount is payable by Cord Partners to PharmaStem. All litigation between the parties was dismissed and all prior claims were released. As of 2008, Cord ceased paying all royalties to PharmaStem. The patents have been declared void under a final decision on appeal, and as such, there is no pending litigation in this matter. As of December 31, 2014, the Company included approximately $226,000 in accounts payable and $120,000 included in accrued expenses to account for this liability since 2008, though the Company disputes that it owes any royalties to Pharmastem.

Trademarks and Other Intellectual Property

The Company relies upon a combination of trade secret, copyright and trademark laws, license agreements, confidentiality procedures, nondisclosure agreements and technical measures to protect the intellectual property used in its business. The Company generally enters into confidentiality agreements with its employees, consultants, vendors and others. The Company also seeks to control access to and distribution of its technology, documentation and other proprietary information. The Company uses numerous trademarks, trade names and service marks for its products and services. CBAI also from time to time relies on a variety of intellectual property rights that the Company licenses from third parties. Although the Company believes that alternative technologies are generally available to replace such licensed intellectual property, these third party properties and technologies may not continue to be available to the Company on commercially reasonable terms.

The steps the Company has taken to protect its copyrights, trademarks, service marks and other intellectual property may not be adequate, and third parties could infringe, misappropriate or misuse our intellectual property. If this were to occur, it could harm its reputation and adversely affect its competitive position or results of operations.

The Company and CBA Properties, Inc. own various trademarks utilized by the Company and its subsidiaries. These trademarks include, among other marks, word marks registered with the United States Patent and Trademark Office (“USPTO”) in two international classes for the words “Cord Blood America,” as well as design marks which incorporate the words “Cord Blood America” registered with the USPTO in two international classes, a design mark registered with the USPTO utilizing the word “CorCell,” along with other trademarks registered with the USPTO. The Company also claims intellectual property rights in other words and designs not currently registered with the USPTO.

Environmental Remediation

The Company does not currently have any material capital expenditure commitments for environmental compliance or environmental remediation for any of its properties. The Company does not believe compliance with federal, state and local provisions that have been enacted or adopted regarding the discharge of materials into the environment, or otherwise relating to the protection of the environment, will have a material effect on its capital expenditures, potential earnings or competitive position.

Employees

As of December 31, 2014, the Company had sixteen full-time employees, and one part time employee. This includes the Company’s Chairman of the Board and President, Vice President and General Counsel, its Tissue Bank Director, operations, laboratory, administrative, accounting, customer service and sales personnel. The Company believes its relations with all of its employees are good.

Exchange Act Reports

The Company makes available free of charge through its Internet website, www.cordblood-america.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, (both XBRL compliant), current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such materials are electronically filed with or furnished to the Securities and Exchange Commission (SEC). The SEC maintains an Internet website, www.sec.gov, which contains reports, proxy and information statements, and other information filed electronically with the SEC. Any materials that the Company files with the SEC may also be read and copied at the SEC’s Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D. C. 20549.

Information on the operations of the Public Reference Room is available by calling the SEC at 1-800-SEC-0330. The information provided on the Company’s website is not part of this report and is not incorporated herein by reference.

Transactions Subsequent To Year End

None.

ITEM 1A. RISK FACTORS

Risks Related To Our Business

The Company Has Been The Subject Of A Going Concern Opinion By Its Independent Auditors Who Have Raised Substantial Doubt As To The Company's Ability To Continue As A Going Concern

The accompanying financial statements of Cord Blood America, Inc. and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. CBAI has experienced recurring net losses from operations, which losses have caused an accumulated deficit of approximately $53.45 million as of December 31, 2014. In addition, CBAI has produced cash in its operating activities of approximately $0.78 million for the year ending December 31, 2014 and has notes and loans payable of approximately $1.35 million at year end 2014. These factors, among others, raise substantial doubt about CBAI's ability to continue as a going concern.

Since inception, the Company has primarily financed cash flow requirements through the issuance of common stock and warrants for cash, services and loans. However, over the past eleven quarters, the Company has reduced operating expenses, ended investment in its unconsolidated affiliates, including the sale of its 51% ownership in Stellacure GmbH and 50.004% interest in Bio, received no additional funding from outside sources for working capital and begun to make payments on its remaining debt obligation. The Company plans to continue to operate on its cash flows from operations by aligning its expenses with its revenues. If cash flows from operations are significantly less than projected, then the Company would need to either cut back on its budgeted spending, look to outside sources for additional funding or a combination of the two. The Company currently does not have any financing agreements in place for additional funding. If the Company is unable to access sufficient funds when needed, obtain additional external funding or generate sufficient revenue from the sale of its products, the Company could be forced to curtail or possibly cease operations.

The Company May Not Be Able To Increase Sales Or Otherwise Successfully Operate Its Business, Which Could Have A Significant Negative Impact On Its Financial Condition

The Company believes that the key to its success is to increase sales of its cord blood and cord tissue processing and storage services, and birth tissue related procurement services; thereby increasing its revenues and available cash. CBAI’s success with regard to cord blood and cord tissue processing and storage services will depend in large part on widespread market acceptance of cryo-storage of cord blood and tissue, and its efforts to educate potential customers and sell its services. Broad use and acceptance of the Company’s service requires marketing expenditures and education and awareness of consumers and medical practitioners. CBAI may not have the resources required to promote its services and their potential benefits. Continued commercialization of the Company services will also require that it satisfactorily address the needs of various medical practitioners that constitute a target market to reach consumers of its services and to address potential resistance to recommendations for its services. If CBAI is unable to increase market acceptance of its services, the Company may be unable to generate enough additional revenue to maintain profitability or to continue its operation.

For the Company’s birth tissue related procurement services, success will depend in a large part on the increase in the demand in the products being developed by the organizations which the Company provides tissue, or ones which the Company may provide services to in the future. If the Company is unable to meet the current or future demand of birth tissue from its sources, this emerging source of Company revenue may impact profitability and/or continuing operations.

The Company May Be Liable To Its Customers And May Lose Customers If It Provides Poor Service, If Its Services Do Not Comply With Its Agreements Or If Its Storage Facilities Fail.

The Company must meet its customers’ service level expectations and its contractual obligations with respect to its services. Failure to do so could subject the Company to liability, as well as cause it to lose customers. In some cases, the Company relies upon third party contractors to assist in providing its services. CBAI’s ability to meet its contractual obligations and customer expectations may be impacted by the performance of its third party contractors and their ability to comply with applicable laws and regulations.

The Company Storage Systems Are Subject To The Risk Of Material Disruption; Insurance Risks

Any material disruption in the Company's ability to maintain continued, uninterrupted and fully operating storage systems could have a material adverse effect on the Company business, operating results and financial condition. The Company systems and operations are vulnerable to damage or interruption from fire, flood, break-ins, tornadoes and similar events. The Company may not carry sufficient business interruption insurance and/or liability insurance to compensate for losses and claims that might occur in the event of such an interruption.

If The Company Does Not Obtain And Maintain Necessary Domestic Regulatory Registrations, Approvals And Comply With Ongoing Regulations, It May Not Be Able To Market Its Cord Blood and Cord Tissue Banking Services.

The cord blood and cord tissue banking services, and tissue procurement services that the Company provides are currently subject to FDA regulations requiring infectious disease testing. The facility the Company operates has registered with the FDA as a cord blood and cord tissue banking service and tissue procurement service. Its products and services are registered with the FDA, and are subject to FDA inspection. The FDA has established a comprehensive regulatory program for human cellular and tissue-based products as well as rules for donor suitability. Consistent with industry practice, the Company’s collection kits have not been cleared as a medical device. CBAI’s activities are regulated by the FDA under 21 CFR (Code of Federal Regulations) 1271 and Section 361 of the Public Health Service Act. Procedures for all steps that the Company performs in testing, screening and determination of donor eligibility must be established and maintained requiring additional resources, staff and management oversight. Significant costs are associated with maintaining compliance in accordance with current regulatory requirements. The Company may not be able to comply with any future regulatory requirements, including product standards that may be developed after the date hereof. Moreover, the cost of compliance with government regulations may adversely affect revenue and profitability.

Failure to comply with applicable regulatory requirements can result in, among other things, injunctions, operating restrictions, and civil fines and criminal prosecution. Delays or failure to obtain registrations could have a material adverse effect on the marketing and sales of services and impair the ability to operate profitably in the future.

Of the states in which the Company provides services, only California, New Jersey, New York, and Maryland currently require that cord blood banks be licensed. The states of New York and California require that cord tissue banks be licensed as well. CBAI maintains the required procurement service licenses of the states of California, New York, New Jersey and Maryland. If other states adopt requirements for the licensing of cord blood and tissue banking or procurement services, the Company may have to obtain licenses to continue providing services in those states.

Because The Industry Is Subject To Rapid Technological And Therapeutic Changes And New Developments, The Company’s Future Success Will Depend On The Continued Viability Of The Use Of Stem Cells And Its Ability To Respond To The Changes.

The use of stem cells in the treatment of disease is a relatively new technology and is subject to potentially revolutionary technological, medical and therapeutic changes. Future technological and medical developments could render the use of stem cells obsolete. In addition, there may be significant advances in other treatment methods, such as genetics, or in disease prevention techniques, which could significantly reduce the need for the services the Company provides. Therefore, changes in technology could affect the market for the Company's services and necessitate changes to those services. CBAI believes that its future success will depend largely on its ability to anticipate or adapt to such changes, to offer on a timely basis, services that meet these evolving standards and demand of its customers. Expectant parents may not use Company services and its services may not provide competitive advantages with current or future technologies. Failure to achieve increased market acceptance could have a material adverse effect on Company business, financial condition and results of operations.

The Company’s Markets Are Increasingly Competitive And, In The Event Its Unable To Compete Against Larger Competitors, Its Business Could Be Adversely Affected.

Cord blood and cord tissue banking and stem cell processing and storage is becoming an increasingly competitive business. The Company business faces competition from other operators of cord blood and cord tissue stem cell processing and storage businesses and providers of cord blood and stem cell storage services. Competitors with greater access to financial resources may enter Company markets and compete with CBAI for increased market share. Many competitors have longer operating histories, larger customer bases, longer relationships with clients, and significantly greater financial, technical, marketing, and public relations resources than Company currently has. The Company has limited research and development underway, while other competitors have established budgets for such research and development activities. Established competitors, who have substantially greater financial resources and longer operating histories than the Company, are able to engage in more substantial advertising and promotion and attract a greater number of customers and business than the Company currently attracts. While this competition is already intense, if it increases, it could have an even greater adverse impact on CBAI revenues and profitability. In the event that the Company is unable to compete successfully, its business will be adversely affected and competition may make it more difficult for CBAI to grow its revenue and maintain its existing business.

The Company Information Systems Are Critical To Its Business And A Failure Of Those Systems Could Materially Harm CBAI.

CBAI depends on its ability to store, retrieve, process and manage a significant amount of information. If Company information systems fail to perform as expected, or if the Company suffers an interruption, malfunction or loss of information processing capabilities, it could have a material adverse effect on its business.

The Company’s Sales Can Be Impacted By The Health And Stability Of The General Economy.

Unfavorable changes in general economic conditions, such as a recession, or economic slowdown in the geographic markets in which the Company does business, may have the temporary effect of reducing the demand for the Company’s services. For example, economic forces may cause consumers to withhold discretionary dollars that might otherwise be spent on its services. Adverse economic conditions could also increase the likelihood of customer delinquencies and bankruptcies, which would increase the risk of the uncollectable accounts. Each of these factors could adversely affect the Company’s revenue, price realization, gross margins and overall financial condition and operating results.

Volatility In The Financial Market May Negatively Impact The Company’s Ability To Access The Credit Markets.

Capital and credit markets have become increasingly volatile for micro cap companies. If the capital and credit markets continue to experience volatility and availability of funds remains limited or prohibitively expensive, it is possible that the Company’s ability to raise additional capital through the private placement of shares, debt and/or convertible debt may be limited by these factors if the Company requires such sources of additional capital in order to continue its operations, fund negative cash flow, and implement its business plans.

The Company Could Fail To Attract Or Retain Key Personnel, Which Could Be Detrimental To Its Operations.

CBAI’s success largely depends on the efforts and abilities of its President & Chairman Joseph Vicente and Vice President and General Counsel Stephen Morgan. The loss of either’s services could materially harm the Company’s business because of the cost and time necessary to find their successor. Such a loss would also divert management’s attention away from operational issues. CBAI does not presently maintain key-man life insurance policies on either Executive Officer. The Company also has other key employees who manage its operations, and if the Company were to lose their services, senior management would be required to expend time and energy to find and train their replacements. To the extent that the Company is smaller than its competitors and has fewer resources, the Company may not be able to attract sufficient number and quality of staff.

The Company Could Fail to Retire Its Remaining Debt Obligation Which Could Subject the Company To A Default, And If Not Remedied, The Company’s Assets Being Sold or Seized.

The Company recently settled its lawsuit, as set forth more fully in Note 14. Legal Proceedings. If the Company is unable to pay the monthly installment amount of $100,000 per the terms described in the Settlement Agreement, the Company would be in default, with increased costs and possible acceleration of the note balance in full if not remedied within a prescribed timeline. If unable to meet default and/or acceleration conditions of the Agreement, the obligations are secured by the Company assets which could lead to the sale or seizure of Company assets. Such an adverse outcome could be significant to the Company’s results of operations and may limit the Company’s ability to engage in its business activities.

Trading Of The Company Stock May Be Restricted By The Securities Exchange Commission’s Penny Stock Regulations, Which May Limit A Stockholder’s Ability To Buy And Sell The Company Stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. CBAI securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade Company securities. The Company believes that the penny stock rules discourage investor interest in and limit the marketability of its common stock.

Failure To Establish And Maintain Effective Internal Controls Over Financial Reporting Could Have An Adverse Effect On The Company’s Business, Operating Results and Stock Price.

Maintaining effective internal control over financial reporting is necessary for the Company to produce reliable financial reports and is important in helping to prevent financial fraud. If CBAI is unable to maintain adequate internal controls, its business and operating results could be harmed.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. PROPERTIES.

In October, 2009, the Company re-located its headquarters from Los Angeles, California to Las Vegas, Nevada. The Company’s new principal office and laboratory operations are located at 1857 Helm Drive, Las Vegas, NV 89119. This facility encompasses approximately 17,000 square feet. The property is leased from an unaffiliated third party, whereby the original lease was for a period of five years ending September 2014 and the monthly lease payments are approximately $15,303, which includes Common Area Maintenance (CAM) charges. On January 21, 2014, the Company amended its current lease to include an extension through September 30, 2019. The monthly lease payments will be adjusted in accordance with the amendment, along with possible adjustments to the CAM charges and potential rent abatement associated with total lease square footage and other factors, all as set forth more fully in Note 8. Commitments and Contingencies

The Company maintains fire and casualty insurance on its leased property in an amount deemed adequate by management.

ITEM 3. LEGAL PROCEEDINGS

On August 30, 2013, Cord Blood America, Inc. (the “Company”) filed a Complaint in the United States District Court for the District of Utah, Central Division against Tonaquint, Inc. (“Tonaquint”) and St. George Investments, LLC (“St. George”) (collectively “Defendants”), case number 2:13-cv-00806-PMW (the “Action”), and on May 7, 2014, the Company filed an amended complaint. Among other things, the Company alleged Defendants fraudulently induced the Company to enter into the June 27, 2012 Secured Convertible Promissory Note (“Tonaquint Note”), Securities Purchase Agreement (“Tonaquint Purchase Agreement”) and related documentation through misrepresentations. The Company sought relief in the form of rescission or reformation of the Tonaquint Note, as well as a St. George Note and a Warrant issued to St. George as part of the previously disclosed March 10, 2011 transaction, as well as related agreements and documents, an order enjoining Defendants from foreclosing on the Notes or selling the Company’s assets, punitive and other damages in an unspecified amount, costs, attorneys’ fees, interest and such other relief as the Court deemed just and proper.

On September 25, 2013, Defendants each filed their Answer and Counterclaim in the Action, which they amended on March 22, 2014. Among other claims, Defendants claimed the Company purportedly breached the March 10, 2011 Note and Warrant Purchase Agreement between St. George and the Company (“SGI Purchase Agreement”), Tonaquint Purchase Agreement, and Tonaquint Note, by, among other things, failing to maintain a share reserve, failing to increase the number of authorized shares, failing to call or hold a meeting to increase the authorized shares of Common Stock of the Company, and failing to make installment payments under the Tonaquint Convertible Note. Defendants sought relief in the form of damages in an unspecified amount and an order from the Court requiring the Company to establish and maintain a share reserve for the benefit of the Defendants, along with costs, attorneys’ fees and such other relief as the Court deemed just and proper.

Under the Company Note, the Company shall make monthly payments to Tonaquint, with the first payment due on or before April 17, 2015, and with payments continuing thereafter until the Company's Note is paid in full, with a maturity date that is 33 calendar months after the effective date of December 17, 2014. The amount of the monthly payments is $100,000 (the “Installment Amount”); provided, however, that if the remaining amount owing under the Company Note as of the applicable Installment Date (defined in the Company Note) is less than $100,000, then the Installment Amount for such Installment Date shall be equal to the outstanding amount. The Company may prepay any or all of the outstanding amount of the Company Note at any time, without penalty. In the event the Company prepays an amount that is less than the outstanding amount, then the prepayment amount shall be applied to the next Installment Amount(s) due under the Company Note.

For each monthly payment, the Company may elect to designate all or any portion of the Installment Amount then due as a conversion eligible amount (hereafter “Conversion Eligible Amount”); provided that the total outstanding Conversion Eligible Amount that has not been converted by Tonaquint, as set forth below, at any given time may not exceed one hundred thousand dollars ($100,000) without Tonaquint’s prior written consent and subject to additional restrictions set forth in the Company Note. In the event the Company designates any portion of any monthly payment amount as a Conversion Eligible Amount, the applicable monthly payment shall be reduced by an amount equal to the portion thereof designated as a Conversion Eligible Amount. The Conversion Eligible Amount shall continue to be included in and be deemed to be a part of the Outstanding Balance (defined in the Company Note) of the Company Note unless and until such amount is either paid in cash by the Company or converted into Common Stock by Tonaquint. The Company may pay the Conversion Eligible Amount in cash, provided that no prepayments of cash shall reduce the Conversion Eligible Amount until the Outstanding Balance is equal to or less than the Conversion Eligible Amount.

Once the Company has designated amounts as Conversion Eligible Amount, Tonaquint may convert all or any portion of that amount into shares of the Company's Common Stock. In the event of a conversion by Tonaquint of a Conversion Eligible Amount, the number of Common Stock shares delivered to Tonaquint upon conversion will be calculated by dividing the amount of the Company Note that is being converted by 70% of the average of the three (3) lowest Closing Bid Prices of the Common Stock (as defined in the Company Note) in the twenty (20) Trading Days immediately preceding the applicable Conversion.

The Company Note has an interest rate of 7.5%, compounding daily, which would increase to a rate of 15.0% on the happening of certain Events of Default (defined in the Company Note) that are not considered a Payment Default (defined in the Company Note), provided that the Company may cure the default in accordance with and subject to the terms set forth in the Company Note. Where a Payment Default occurs, including where (i) Borrower shall fail to pay any principal, interest, fees, charges, or any other amount when due and payable under that Company Note; or (ii) Borrower shall fail to deliver any Conversion Shares in accordance with the terms of the Company Note, late fees shall accrue as set forth in the Company Note, and in addition, the Company shall have ninety (90) days from delivery of notice of default from Tonaquint to cure the default, as set forth in more detail in the Company Note. If the Company fails to cure the Payment Default, Tonaquint may accelerate the Company Note by written notice to the Company, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount (defined in the Company Note) equal to (i) the Outstanding Balance as of the date of acceleration (which Outstanding Balance, for the avoidance of doubt, will include all Late Fees that accrue until any applicable Payment Default is cured) multiplied by (ii) two hundred fifty percent (250%), along with other remedies, as set forth in the Company Note.

The Company Note, as well as a First Amendment to Security Agreement, which amended the Security Agreement entered as part of the June 2012 Tonaquint Transaction and Consent to Entry of Judgment by Confession, along with a First Amendment to Guaranty executed by all wholly owned subsidiaries of the Company, which amended the Amendment to Guaranty that was entered as part of June 2012 Tonaquint Transaction were each delivered along with the Settlement Agreement (collectively the "Transaction Documents"). The Transaction Documents contain representations and warranties of the Company and Tonaquint that are customary for transactions of this kind.

On December 22, 2014, the parties filed a Stipulated Motion to Dismiss with Prejudice the Action, and on that same day, the Court entered an Order of Dismissal, dismissing the Action in its entirety.

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a) Market Information. The Company Common Stock is traded on the OTC Bulletin Board, under the symbol CBAI.OB.

The following table sets forth the high and low bid prices of the Company’s Common Stock traded on the OTC Bulletin Board for fiscal years ended December 31, 2014, and December 31, 2013. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

	Common Stock
Fiscal Year 2014	High		Low
First Quarter	$	0.005	$	0.002
Second Quarter	$	0.004	$	0.002
Third Quarter	$	0.003	$	0.002
Fourth Quarter	$	0.002	$	0.002

	Common Stock
Fiscal Year 2013	High		Low
First Quarter	$	0.005	$	0.002
Second Quarter	$	0.005	$	0.002
Third Quarter	$	0.003	$	0.002
Fourth Quarter	$	0.003	$	0.002

(b) Holders. As of March 15, 2015, the Company Common Stock was held by approximately 660 shareholders of record. The Company’s transfer agent is Interwest Transfer Company, Inc., with offices at 1981 Murray Holiday Road, Suite 100, PO Box 17136, Salt Lake City, Utah 84117, phone number 801-272-9294. The transfer agent is responsible for all record-keeping and administrative functions in connection with the common shares of stock.

(c) Dividends. The Company has never declared or paid a cash dividend. There are legal restrictions which preclude the Company's ability to pay cash dividends on its common shares so long as it has an accumulated deficit. The Company does not anticipate declaring or paying any cash dividends in the foreseeable future.

(d) Securities Authorized for Issuance Under Equity Compensation Plans.

Equity Compensation Plan Information

The following table sets forth the information indicated with respect to the Company's compensation plans as of December 31, 2014, under which its common stock is authorized for issuance.

	Number of Securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		5,106,775	$	1.01	5,106,775
Equity compensation plans not approved by security holders		N/A

Total		5,106,775	$	1.01		5,106,775

Recent Issuances of Unregistered Securities

In the instances described under this sub-heading, the Company relied upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, in issuing securities.

Tonaquint, Inc.

As of December 31, 2014, the Company did not issue any shares to Tonaquint. The principal balance due on the Tonaquint note is $2,400,000 and $7,156 of interest as of December 31, 2014.

Repurchase of Shares

The Company did not repurchase any of its shares during the year ended December 31, 2014.

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Summary and Outlook of the Business

CBAI is primarily an umbilical cord blood and cord tissue stem cell processing and storage company with a particular focus on the acquisition of customers in need of family based products and services.

Cord

●

Collection Materials. A medical kit that contains all of the materials and instructions necessary for collecting the newborn’s umbilical cord blood and cord tissue at birth and packaging the unit for transportation. The kit also provides for collecting a maternal blood sample for infectious disease testing.

●	Physician And Customer Support. 24-hour consulting services to customers as well as to physicians and labor and delivery personnel, providing any instruction necessary for the successful collection, packaging, and transportation of the cord blood and cord tissue and maternal blood samples.

●	Transportation. Manage all logistics for transporting the cord blood and cord tissue unit to the Company’s centralized facility immediately following birth. This procedure ensures chain-of-custody control during transportation for maximum security.

●	Comprehensive Testing. The cord blood sample is tested for stem cell concentration levels and blood type. The maternal samples are tested for infectious diseases. Cord reports these results to the newborn’s mother.

●

Cord Blood Storage. After processing and testing, the cord blood and cord tissue unit is cryogenically frozen in a controlled manner and stored in liquid nitrogen for potential future use. Data indicates that cord blood retains viability and function for at least twenty five years when stored in this manner and theoretically could be maintained at least as long as the normal life span of an individual.

Going forward, management will continue to assess business opportunities, and plans to pursue customer acquisition, primarily through organic growth.

Biocordcell Argentina S.A.

Based in Buenos Aires, Biocordcell Argentina S.A., collects, processes and stores cord blood samples as a private bank for use in current or future medical therapies in Argentina, Uruguay and Paraguay. On September 29, 2014, the Company sold its ownership interest in BioCells to Diego Rissola, current Chairman and President of BioCells. In conjunction with the disposition of BioCells, the gain on the sale and results of historical operations are recorded as discontinued operations in the Company’s Consolidated Statements of Operations for the year ended December 31, 2014. Additionally, the cash flows from BioCells are reflected separately as cash flows from discontinued operations in the Company’s Consolidated Statement of Cash Flows.

Critical Accounting Policies

CBAI defines critical accounting policies as those that are important to the portrayal of its financial condition and results of operations and require estimates and assumptions based on the Company's judgment of changing market conditions and the performance of its assets and liabilities at any given time. In determining which accounting policies meet this definition, the Company considered its policies with respect to the valuation of its assets and liabilities and estimates and assumptions used in determining those valuations. The Company believes the most critical accounting issues that require the most complex and difficult judgments and that are particularly susceptible to significant change to our financial condition and results of operations include the following:

●	determination of the level of allowance for bad debt

●	deferred revenue

●	revenue recognition

●	valuation of derivative instruments

Accounts Receivable

Accounts receivable consist of the amounts due for the processing and storage of umbilical cord blood and cord tissue, other 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.

Deferred Revenue

Deferred revenue consists of payments for enrollment in the program and processing of umbilical cord blood and cord tissue by customers whose samples have not yet been collected, as well as the pro-rata share of annual storage fees for customers whose samples were stored during the year.

Revenue Recognition

CBAI recognizes revenue under the provisions of ASC 605-25 (previously Staff Accounting Bulletin 104 “Revenue Recognition”). CBAI provides a combination of products and services to customers. This combination arrangement is evaluated under ASC 605-25-25 (previously Emerging Issues Task Force Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables"). ASC 605-25-25 addresses certain aspects of accounting for arrangements under multiple revenue generating activities.

Cord and Bio recognize revenue from both enrollment fees and processing fees upon the completion of processing while revenue from storage fees are recognized ratably over the contractual storage period.

Franchise revenues are recognized in accordance with ASC 952-605-3, according to requirements for recognizing franchise revenues after “franchise agreement” services are completed and substantially performed. Further, in accordance with ASC 952-605-25-7, the installment or cost recovery accounting method is used to account for franchise fee revenue only in those exceptional cases when revenue is collectible over an extended period and no reasonable basis exists for estimated collectability. During the year ended December 31, 2014, the Company did not recognize any franchise revenues.

Results of Operations for the Year Ended December 31, 2014 Compared To the Year Ended December 31, 2013

For the year ended December 31, 2014, the Company's total revenue increased to $4.33 million from $3.82 million, over the same period of 2013, an increase of 13%. Revenues are generated primarily from three sources; new enrollment/processing fees, recurring storage fees (both from cord blood and cord tissue) and the third related to the procurement of birth tissue for organizations utilized in the transplantation and/or research of therapeutic products. New enrollment/processing fees decreased approximately 2% to $0.98 million while recurring storage revenues increased approximately 5% to $2.52 million for the year ended December 31, 2014 versus the prior comparative period of December 31, 2013. The slight decrease in enrollment fees was attributable to increased discounting associated with initial enrollment fees indicating a more competitive market. The total number of combined units of cord blood and cord tissue processed and stored increased year over year, as indicated by the 5% increase in recurring revenues. The procurement of birth tissue increased from $0.39 million to $0.80 million in the year over year period of 2013 to 2014, an increase of 105%. This growth is attributable to an increase in the demand of birth tissue from an existing relationship, coupled with an additional procurement agreement in place during the third quarter of 2014. As a mix of total revenue for the year ended December 31, 2014, new enrollment/processing fees account for 23% of total revenues, recurring revenues account for 58% of total revenues, and the procurement of birth tissue 18% of the total revenues. Comparatively for the period ended December 31, 2013, new enrollment/processing fees account for 26% of total revenues, recurring revenues account for 63% of total revenues, and the procurement of birth tissue 10% of the total revenues. Cord remains focused on strategic organic growth which management hopes will provide sustainable operating cash flows and net income.

Cost of services as a percentage of revenue increased from 29% to 32% for the comparative year ending 2014 versus 2013. The cost of services includes transportation of the umbilical cord blood, cord tissue and birth tissue from the hospital, direct material plus labor costs for processing and cryogenic storage, collection kit materials and allocated rent, utility and general administrative expenses. Gross profit increased by approximately $0.23 million or 8% to $2.90 million from year ending 2014 to year ending 2013. The Company anticipates that through the growth and expansion of its Cord business, investment in automation, and continuing efficiencies in its own facilities, direct costs should decrease and gross profits will improve.

Administrative and selling expenses for the year ended December 31, 2014 were $3.10 million as compared to $2.91 million for the comparative period of 2013 representing a 7% increase. These expenses are primarily related to marketing/advertising, professional services, allocated facility, including utilities, expenses, and wages for personnel. Legal expenses associated with the Company litigation of St. George and Tonaquint increased $0.40 million in the year over year period and were the primary contributor to the overall increase in administrative and selling expenses. Depreciation and amortization are included as an administrative expense. For the year ended 2014, depreciation and amortization was $0.47 million as compared to the year ended 2013 total of $0.54 million. The Company continues to evaluate its administrative and selling expenses for alignment with revenues.

The Company's income from continuing operations was $0.24 million versus a loss of $2.98 million for the comparative period for the year ending 2014 to 2013, resulting in an increase of $3.22 million. The primary contributor to this increase is the one-time gain related the sale of Biocells. The Company's net income was $0.24 million for the year ended December 31, 2014, an increase of $2.71 million from an overall net loss of $2.47 million for the year ended 2013; again attributable to the sale of BioCells.

Liquidity and Capital Resources

Total assets at December 31, 2014 were $3.86 million, compared to $6.08 million at December 31, 2013. The decrease in the total assets was primarily related to the sale of Bio which accounted for approximately $2.04 million in the year over year decrease. The total liabilities at December 31, 2014 were $4.55 million consisting primarily of Promissory Notes, Accounts Payable and Deferred Revenue $1.35 million, $0.36 million and $1.49 million respectively. At December 31, 2013, total liabilities were $6.09 million consisting primarily of Promissory Notes, Accounts Payable and Deferred Revenue $1.44 million, $0.34 million and $1.45 million respectively. Total liabilities decreased by $1.89 million, again primarily due to the sale of Bio. The net impact of these changes resulted in total liabilities exceeding total assets by $0.69 million for the period ending December 31, 2014.

At December 31, 2014, the company had $0.75 million in cash, an increase of $0.04 million or 6% from the prior comparative period of 2013. Cash flows from operations are currently sufficient to fund operations as net cash provided by operating activities for the year ended December 31, 2014, increased $1.39 million to $0.78 million or 227% from the prior comparative period of 2013. During the last 12 months of 2014 there was no increase in notes payable for purposes of working capital. However, the Company did reach a settlement with St. George and Tonaquint as more fully described in Note 15. Legal Proceedings, and made its first payment of $100,000 which is reflected as a use of cash in financing activities. Net cash used in investing activities increased by $0.11 million as the Company increased its investment in property and equipment, and made a loan to Banco Vida.

Since inception, the Company has financed cash flow requirements through the issuance of common stock and warrants for cash, services and loans. Over the past twelve months, the Company has sold its equity stake in Bio, increased revenues, negotiated more favorable vendor relationship agreements, and received no additional funding from outside sources for working capital. The Company plans to continue to operate on its cash flows from operations by aligning its expenses with its revenues. If cash flows from operations are significantly less than projected, then the company would need to either cut back on its budgeted spending, look to outside sources for additional funding or a combination of the two. The Company currently does not have any financing agreements in place for additional funding. If the Company is unable to access sufficient funds when needed, obtain additional external funding or generate sufficient revenue from the sale of its products, the Company could be forced to curtail or possibly cease operations.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Recent Accounting Pronouncements

In May 2014, the FASB issued an accounting standard update on revenue recognition that will be applied to all contracts with customers. The update requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance will be required to be applied on a retrospective basis, using one of two methodologies, and will be effective for fiscal years beginning after December 15, 2016, with early application not being permitted. The Company is currently assessing the impact that the guidance will have on the Company's financial condition and results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

None

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Company’s consolidated financial statements and supplemental schedule and notes thereto as of December 31, 2014 and 2013, and for each of the two years then ended, together with the independent registered public accounting firm’s reports thereon, are set forth on pages F-1 to F-23 of this Annual Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. 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, including its President and Principal Financial Officer, have reviewed and evaluated the effectiveness of its disclosure controls and procedures as of December 31, 2014. 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 submit 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,Vice President, and Principal 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.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that its receipts and expenditures are being made only in accordance with authorizations of its management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company assessed the effectiveness of its internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.

Based upon management’s assessment using the criteria contained in COSO, and for the reasons discussed below, management has concluded that, as of December 31, 2014, its internal control over financial reporting was not effective.

Based on its evaluation, the Company's President and Principal Financial Officer identified a major deficiency that existed in the design or operation of its internal control over financial reporting that it considers to be a “material weakness”. The Public Company Accounting Oversight Board has defined a material weakness as a “significant deficiency or combination of significant deficiencies that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.” The material weakness was first identified at the beginning of 2007 and remained unchanged through December 31, 2014.

The deficiency in the Company's internal control 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.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

The following table sets forth the names and positions of the Company’s Executive Officers and Directors. The Company Directors shall serve until his or her successors are elected and qualify or until his or her earlier death, resignation or removal. The Company Board of Directors elects its Officers, and their terms of office are at the discretion of the Board, except to the extent governed by an employment contract.

The Company's directors, executive officers and other significant employees, their ages and positions are as follows:

Name	Age		Position with the Company

Joseph R. Vicente		52	Chairman, Director and President
Stephen Morgan		38	Vice President, General Counsel, and Secretary
Timothy McGrath		51	Director

Joseph R. Vicente has been a Director of the Company since April 2004. Mr. Vicente has occupied different positions at the Company since November 2004, and was appointed on May 15, 2012 as the Company President and Chairman. From July 2002 through October 2004, Mr. Vicente was an independent consultant where he provided strategic consulting services to organizations on acquisitions, operational practices and efficiencies, and sales management. From July 1993 through April 2002, he was a Senior Vice President at TMP Worldwide, Inc. where he held various strategic, operational, and sales management positions.

Stephen Morgan currently serves as Vice President, General Counsel, and Secretary. He has been General Counsel of the Company since August 2010. Prior to his employment with the Company, Mr. Morgan worked for law firms in Los Angeles, California, representing clients in a broad range of transactional and litigation matters. Mr. Morgan earned his Bachelor of Science degree from the University of Minnesota and his Juris Doctor from Loyola Law School in Los Angeles, California.

Timothy McGrath has been a Director of the Company since March 2006. Mr. McGrath has served in an executive capacity for the past thirteen years. Mr. McGrath is currently serving as Controller for LogicInfo, a technology services company. From January 2006 to February 2008 Mr. McGrath served as the Vice President of Finance and Accounting at BioE, Inc. From October 1999 through September 2005 Mr. McGrath served as Vice President and Chief Financial Officer of Orphan Medical, Inc.

Involvement In Certain Legal Proceedings

None of the Company's Officers, Directors, promoters or control persons has been involved in the past five years in any of the following:

(1)	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2)	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)	Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(4)	Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Committees; Audit Committee Financial Expert.

The Company board has an Audit Committee made up solely of Timothy McGrath.

The Company Board of Directors has determined that Cord Blood has one Audit Committee financial expert, Mr. McGrath, On April 6, 2006; the board adopted its written Audit Committee charter.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires that Company Officers and Directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the Securities and Exchange Commission and with any exchange on which the Company's securities are traded. Officers, Directors and persons owning more than ten percent of such securities are required by Commission regulation to file with the Commission and furnish the Company with copies of all reports required under Section 16(a) of the Exchange Act. To the Company’s knowledge, based solely upon our review of the copies of such reports furnished to us, during the fiscal year ended December 31, 2014, all Section 16(a) filing requirements applicable to its officers and directors were complied with.

Code of Ethics

The Company adopted a Code of Ethics on April 13, 2005 that applies to all of its directors, officers and employees, including principal executive officer, principal financial officer and principal accounting officer. The Code of Ethics was attached as Exhibit 14.1 to our registration statement filed on Form SB-2 on May 2, 2005.

Changes in Nominating Procedures

None.

ITEM 11. EXECUTIVE COMPENSATION.

The Company accrued or paid compensation to the Executive Officers as a group for services rendered to the Company in all capacities during the 2014 and 2013 fiscal years as shown in the following table.

SUMMARY COMPENSATION TABLE

Overview

The following is a discussion of the Company program for compensating its named Executive Officers and Directors. Currently, the Company does not have a compensation committee, and as such, the Board of Directors is responsible for determining the compensation of the Company’s named Executive Officers.

Compensation Program Objectives and Philosophy

The primary goals of the Company policy of executive compensation are to attract and retain the most talented and dedicated executives possible, to assure that its executives are compensated effectively in a manner consistent with Company strategy and competitive practice, and to align executive’s compensation with the achievement of the Company’s short and long term business objectives.

The Board of Directors considers a variety of factors in determining compensation of executives, including their particular background and circumstances, such as their training and prior relevant work experience, their success in attracting and retaining savvy and technically proficient managers and employees, increasing its revenues, broadening the Company product line offerings, managing costs and otherwise helping to lead the Company through a period of profitable growth.

In the future, the Company expects that the Board of Directors will form a compensation committee charged with the oversight of executive compensation plans, policies and programs of the Company and with the full authority to determine and approve the compensation of the Company’s President and Vice President and make recommendations with respect to the compensation of other executive officers. CBAI expects that its compensation committee will continue to follow the general approach to executive compensation that we have followed to date, rewarding superior individual and company performance with commensurate cash compensation.

Elements of Compensation

The Company’s compensation program for the named Executive Officers consists primarily of base salary. There is no retirement plan, long-term incentive plan or other such plans, although Mr. Vicente’s and Mr. Morgan’s agreements have a bonus plan, subject to the Board’s discretion. The base salary provided is intended to equitably compensate the named Executive Officers based upon their level of responsibility, complexity and importance of role, leadership and growth potential, and experience.

Base Salary

The Company’s named Executive Officers receive base salaries commensurate with their roles and responsibilities, while considering the financial condition of the Company. Base salaries and subsequent adjustments, if any, are reviewed and approved by the Company’s Board of Directors annually, based on an informal review of relevant market data and each executive’s performance for the prior year, as well as each executive’s experience, expertise and position. The base salaries paid to the Company’s named Executive Officers in 2014 are reflected in the Summary Compensation Table below.

Stock-Based Awards under the Equity Incentive Plan

The Company previously provided equity awards as a component of compensation. No such awards were provided in 2014, but the Company retains the position of providing such compensation considering a host of performance based criteria that will encourage executives to remain employed by the Company and also to attract persons of exceptional ability to become executives of the Company.

Employment Agreements

On December 18, 2014, the Company entered into an Executive Employment Agreement with Joseph R. Vicente, the Company’s President and Chairman of the Board, which is effective as of January 1, 2015 and shall terminate as of December 31, 2017, unless earlier terminated by the Company or Mr. Vicente in accordance with the agreement (the “Vicente Employment Agreement”).

The Vicente Employment Agreement provides for a base salary equal to $135,000, as well as an annual bonus, payable at the discretion of the Board of Directors, equal to 30% of Mr. Vicente’s base salary for that calendar year, provided that Mr. Vicente has the option to receive any portion of his salary and bonus in stock of the Company, in lieu of cash, at a value determined by the Board of Directors in their reasonable discretion and otherwise in accordance with the Vicente Employment Agreement.

The Vicente Employment Agreement provides for change of control termination payments, whereby if Mr. Vicente is terminated, his compensation reduced, or the employer terminates his employment within one year after a change of control, then Mr. Vicente is entitled to a termination benefit in an amount no less than the total of the highest annual salary and bonus amount set forth in the Vicente Employment Agreement multiplied by two (2). The Employment Agreement also provides for termination payments in the absence of a change of control in the event the Company terminates Mr. Vicente without cause, which said payments shall be in an amount equal to all compensation paid by the Company to Mr. Vicente for the 24 months preceding the termination, including salary, bonus, equity, stock options and other compensation, to be paid in equal, monthly installments over the 24-month period following termination. The Vicente Employment Agreement includes two-year restrictions on competition and solicitation of customers following termination of the agreement.

The Agreement provides for an annual salary of $125,000, along with a bonus, payable at the discretion of the Board of Directors of up to an annual amount of 20% of the Employee’s salary. Mr. Morgan’s compensation, as set forth in the Agreement has not increased as a result of his election to the officer positions of Vice President and Secretary on May 15, 2012 in addition to his retention of his previous position, General Counsel. The Company believes the assumption of additional roles by existing management and other individuals in leadership positions, including filling recently vacated roles, will reduce overall management costs while also leading to greater efficiency within the organization.

Perquisites

The Company did not provide its named Executive Officers with any perquisites and other personal benefits. The Company does not view perquisites as a significant element of its compensation structure, but does believe that perquisites can be useful in attracting, motivating and retaining the executive talent for which it competes. It is expected that the current practice regarding perquisites will continue and will be subject to periodic review by its Board of Directors.

The following table sets forth the compensation paid to the Company’s President and one other highly compensated Executive Officer for each of its last two completed fiscal years. No other Officer received compensation greater than $100,000 for either fiscal year.

Summary Compensation Table

Name and Position	Year	Salary ($)		Bonus ($) (1)		Option Awards ($) (2)		All Other Compensation ($)		Total ($)

Joseph Vicente	2014		110,943		37,500						148,443
President and Chairman	2013		110,943		12,500		0		0		128,724

Stephen Morgan	2014		125,000		30,000						155,000
Vice President and General Counsel	2013		125,000		8,250		0		0		133,250

(1)

Bonuses to the named Executive Officers reported above relating to 2014 were paid in December 2014 for achieving performance standards as established by the Board of Directors. Bonuses to the named Executive Officers reported above relating to 2013 were paid in December 2013 for achieving twelve month EBITDA performance standards as established by the Board of Directors.

(2)

The values shown in this column represent the aggregate grant date fair value of equity-based awards granted during the fiscal year, in accordance with ASC 718, “Share Based-Payment”. The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model, based on the assumptions described in Note 11 of the Notes to Financial Statements included in this Annual Report.

Outstanding Equity Awards at Fiscal Year End.

The following table sets forth information with respect to the outstanding equity awards of the Company’s principal Executive Officers during 2014, and each person who served as an Executive Officer of CBAI as of December 31, 2014 (No grants were made during 2014):

2014 Grants of Plan-Based Awards

Name

Grant Date

All Other

Option Awards

(# of Cord

Shares)

Exercise Price of

Option Awards

($/Share)

Grant Date

Fair Value of

Option Awards

($)

Joseph Vicente

Chairman and President

Stephen Morgan

Vice President and General Counsel

Holdings of Previously Awarded Equity

2014 Outstanding Equity Awards at Fiscal Year-End

	Option Awards
	Number of Securities Underlying Unexercised Options (#)			Option Exercise Price		Option Expiration
Name	Exercisable		Un-exercisable	($)		Date
Joseph Vicente
President
		2,500			25.00	08/01/15
		1,500			25.00	12/31/15
		75,000			1.00	07/06/20
		150,685			.33	07/13/15
		150,685			.33	07/13/16
		150,685			.33	07/13/17
		607,324			1.00	12/31/19
		607,324			1.00	12/31/19
		77,343			4.10	07/01/20
		77,343			4.10	07/01/20

Option Exercises and Stock Vested

COMPENSATION OF DIRECTORS

Director Compensation for year ending December 31, 2014

The following table sets forth with respect to the named Director, compensation information inclusive of equity awards and payments made in the year ended December 31, 2014.

Name

Fees Earned

or Paid in

Cash

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

Total

($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

Joseph R. Vicente

Timothy McGrath

On January 26, 2006 the Company’s Board of Directors approved a board compensation plan through 2011. In 2014 the Company did not issue any shares related to its Board of Directors Compensation.

Compensation Committee Interlocks and Insider Participation

The Company did not have a compensation committee during the year ended December 31, 2014. During the fiscal year ended December 31, 2014, none of the Company’s Executive Officers served on the Board of Directors of any entities whose directors or officers serve on its Board of Directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of March 15, 2015, except as otherwise noted, with respect to the beneficial ownership of our common stock and is based on 890,000,000 shares of common stock issued and outstanding and entitled to vote as of said date as to:

●	Each person known by the Company to own beneficially more than five percent of our issued and outstanding common stock;

●	Each Director and prospective Director of the Company;

●	The Company’s President and each person who serves as an Executive Officer of the Company; and all Executive Officers and Directors of the Company as a group.

Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

Title Of Class	Name And Address Of Beneficial Owner (1)	Amount And Nature Of Beneficial Ownership (2)			Approximate Percent of Class (%)
Common	Joseph Vicente		2,012,432	(2)		*	%
Common	Stephen Morgan		100,000			*	%
Common	Timothy G. McGrath		90,669			*	%
Common	All executive officers and directors as a group (3 persons)		2,203,101			*	%

———————

*	Less than 1% of the outstanding common stock.

(1)

Except as noted above, the address for the above identified Officers and Directors of the Company is c/o Helm Drive, Las Vegas, NV 89119. Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants, or convertible debt currently exercisable or convertible, or exercisable or convertible within 60 days of March 15, 2015 are deemed outstanding for computing the percentage of the person holding such option or warrant. Percentages are based on a total of 890,000,000 shares of common stock outstanding on March 15, 2015 and shares issuable upon the exercise of options, warrants exercisable, and debt convertible on or within 60 days of March 15, 2015 as described above. The inclusion in the aforementioned table of those shares, however, does not constitute an admission that the named shareholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, to our knowledge based upon information produced by the persons and entities named in the table, each person or entity named in the table has sole voting power and investment power, or shares voting and/or investment power with his or her spouse, with respect to all shares of capital stock listed as owned by that person or entity.

(2)	Includes 1,900,387 currently exercisable options held by Mr. Vicente. Percentage calculation considers additional outstanding of the potential options listed herein

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Certain Relationships and Related Transactions

China Stem Cells, Ltd.

In March of 2010 the Company acquired pursuant to a License Agreement, a 10% non dilutable interest in what became, in December 2010, China Stem Cells, Ltd., a Cayman Islands Company (hereinafter "Cayman"), which indirectly holds a 100% capital interest in AXM Shenyang, a company organized to conduct a Stem Cell Storage Business in China. In exchange for issuance of an equity interest in Cayman, under the terms of the Transfer of Technology Agreement the Company agreed to provide technology transfer, knowhow and training in the setup, marketing and operation of the China Stem Cell Storage business. In connection with the License Agreement, the Company is to receive royalties equal to 8.5% of "Net Revenues" realized from the China Stem Cell Storage business, over the 15 year term of the agreement, with certain minimum annual royalties’ payable beginning in 2011. The Company has not been paid any royalty balance due to date, and it remains doubtful that any such royalties will be collected.

In December of 2010 the Company also acquired the option to provide up to $750,000 of additional capital funding to Cayman through the purchase of Cayman Secured Convertible Promissory Notes and attached Cayman Warrants to acquire its Common Stock. Other Cayman shareholders were granted similar options, with the intent of raising the aggregate up to $1.5 million in additional capital for Cayman and its subsidiaries. CBAI has exercised this option in part, provided a total of $400,000 in additional capital to Cayman, and is to receive Cayman Secured Convertible Promissory Notes for this sum along with 80 Cayman (TBD) Warrants. The Secured Convertible Promissory Notes are convertible into Cayman stock at a conversion price of $1,500 per share, subject to certain adjustments. The Warrants have a five year term and are exercisable at an option exercise price of $0.05 per share per share, subject to certain adjustments. The Company has recorded a reserve for the entire carrying amount of the receivable, including interest. The Company’s current President, Joseph Vicente was appointed as a Director of China Stem Cells Ltd. in July 2012.

VidaPlus

The Company holds approximately 9.24% of the outstanding shares of VidaPlus, and has a balance of convertible loans receivable amounting to $246,525. During the year ended December 31, 2012, the Company reviewed the recoverability of the equity investment and loans receivable and the carrying amount exceeds the fair value of the investment as a result of recurring and continued operating losses at VidaPlus. Fair value of the loans receivable is determined based on the discounted future net cash flows expected to be generated by assets pledged against the loans. The Company recorded an impairment of 100% of the book value of the equity investment and convertible loan receivable.

Frozen Food Gift Group, Inc.

CBAI engaged Frozen Food Gift Group, Inc. (“FFGG”) as a vendor, prepaying for $45,000 in products during the year ended December 31, 2011. The remaining balance on that account was $30,655 as of March 31, 2013, not including additional interest and fees to which the Company may be entitled. The Company’s former CEO and Chairman of the Board, Mathew Schissler who resigned effective May 14, 2012, owned 36.2% of the outstanding shares of FFGG based on an S-1 filing made by that company with the SEC on July 31, 2012, and on information and belief is FFGG’s Chairman of the Board. CBAI’s former COO, and now President Joseph Vicente served on the Board of Directors of FFGG, but resigned effective as of January 26, 2012.

The Company entered into a Release with FFGG effective as of March 5, 2014, with the mutual releases and negative covenants contained therein not taking effect until such time as the Company received payment under the Claim Purchase Agreement, entered as of March 12, 2014 with a third party to the Company in exchange for the Company’s claims against FFGG. Payment was made by a third party to the Company on or around April 1, 2014.

Director Independence

Mr. McGrath is independent as that term is defined under the NASDAQ Marketplace Rules.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

De Joya Griffith, LLC serves as the Company’s independent registered public accounting firm and audited its financials for the years ended December 31, 2014 and December 31, 2013.

	2014		2013
Audit fees	$	93,105	$	156,750

Tax Fees	$	16,000	$	17,500

Total	$	109,105	$	174,260

The Audit Committee pre-approves all audit and non-audit services performed by the Company’s auditor and the fees to be paid in connection with such services in order to assure that the provision of such services does not impair the auditor’s independence.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as a part of this report or incorporated herein by reference:

(1)	The Company’s Consolidated Financial Statements are listed on page F-3 of this Annual Report.

(2)	Financial Statement Schedules.

None

(3)

Exhibits

The following documents are included as exhibits to this Annual Report:

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 American, Inc. (1)

3.1(ii)		Articles of Amendment to Articles of Incorporation (5)

3.1(iii)		Articles of Amendment to the Articles of Incorporation of Cord Blood America, Inc.(7)

3.1(iv)		Articles of Amendment to the Articles of Incorporation of Cord Blood America, Inc. (16)

3.(v)		Articles of Amendment to the Articles of Incorporation of Cord Blood America, Inc. (16)

3.1(vi)		Articles of Amendment to the Articles of Incorporation of Cord Blood America, Inc. (23)

3.(i)		Amended and Restated Bylaws of Cord Blood America, Inc. (1)

10.0		Patent License Agreement dated as of January 1, 2004 between PharmaStem Therapeutics, Inc. and Cord Partners, Inc. (2)

10.1		Board Compensation Plan (3)

10.2		Employment Agreement between the Company and Joseph Vicente (29)

10.3		Lease for Las Vegas Facility (11)

10.4		2011 Flexible Stock Option Plan (17)

10.5		Compensatory Arrangement for Certain Officers Effective July 13, 2009, Stock Options (8)

10.6		Compensatory Arrangement for Certain Officers Effective December 31, 2009, Stock Options (9)

10.7		License and Cooperation Agreement with AXM Pharma effective March 31, 2010 (11)

10.8		Compensatory Arrangement for Certain Officers Executed July 1, 2010. Stock Options (11)

10.9		Executed Stock Purchase Agreement on September 20, 2010 to Acquire Majority Interest in BioCordcell Argentina, SA. (12)

10.10		On March 20, 2011 Cord Blood America, Inc. Entered into a Note and Warrant Purchase Agreement with St. George Investments. (13)

10.11		Departure of Directors or Appointment Certain Officers; Election and of Directors, Appointment of Certain Officers on May 15, 2012 (17)

10.12		Entered into Agreement on June 22, 2012 with Shareholders of BioCells (18)

10.13		On June 29, 2012, Cord Blood America, Inc. closed a Securities Purchase Agreement with Tonaquint, Inc.(19)

10.14		On June 29, 2012, Cord Blood America, Inc. closed a Final and Full Payment Agreement with JMJ Financial, Inc. (19)

10.15		Employment Agreement between the Company and Stephen Morgan (30)

10.16		On May 20, 2013 Cord Blood America, Inc. announced a new service offering. (22)

10.17		On August 30, 2013 Cord Blood America, Inc. filed a complaint against St. George Investments, LLC and Tonaquint, Inc. (23)

10.18		On September 25, 2013, St. George Investments, LLC. and Tonaquint, Inc. filed an Answer and Counterclaim against Cord Blood America, Inc. Additionally, Cord Blood America, Inc. received a Notice of Disposition of Collateral to sell its assets at a public auction. (24)

10.19		On October 18, 2013, Cord Blood America, Inc. received from Tonaquint, Inc. a Notice of Cancellation to sell the Company assets. (25)

10.20		On December 30, 2013, the Company engaged De Joya Griffith, LLC to serve as the Registrant’s independent registered public accountants for the fiscal year ended December 31, 2013. (26)

10.21		Amended lease for Las Vegas facility (27)

10.22		On September 29, 2014, the Company announced it had sold its ownership interest in Biocordcell Argentina S.A. (BioCells) to a current shareholder and President, Diego Rissola. (28)

10.23		On December 17, 2014, the Company entered into a Settlement Agreement with St. George Investments, LLC and Tonaquint (29)


21		List of Subsidiaries (4)

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

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

(2) Filed as an exhibit to Amendment No. 1 to Form 10-SB filed on August 23, 2004.

(3) Filed as an exhibit to Current Report on Form 8-K filed on February 8, 2006.

(4) Filed as an exhibit to Current Report on Form 8-K filed on June 13, 2008

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

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

(7) Filed as an exhibit to the Current Report on Form 8-K filed on July 17, 2009

(8) Filed as an exhibit to Current Report on Form 8-K filed on January 7, 2010

(9) Filed as an exhibit to Current Report on Form 10-K filed on March 31, 2010

(10) Filed as an exhibit to Current Report on Form 10Q filed on May 5, 2010

(11) Filed as an exhibit to Current Report on Form 8-K filed on July 7, 2010

(12) Filed as an exhibit to Current Report on Form 8-K filed on September 24, 2010

(13) Filed as an exhibit to Current Report on Form 8-K filed on March 21, 2011

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

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

(16) Filed as an exhibit to Current Report on Form 8K filed on September 12, 2011

(17) Filed as an exhibit to Current Report on Form 8-K filed on May 15, 2012

(18) Filed as an exhibit to Current Report on Form 8-K filed on June 25, 2012

(19) Filed as an exhibit to Current Report on Form 8-K filed on July 6, 2012.

(20) Filed as an exhibit to Current Report on Form 10Q filed on August 14, 2012

(21) Filed as an exhibit to Current Report on Form 8K filed on September 27, 2012

(22) Filed as an exhibit to Current Report on Form 8K filed on May 20, 2013.

(23) Filed as an exhibit to Current Report on Form 8K filed on September 3, 2013

(24) Filed as an exhibit to Current Report on Form 8K filed on October 1, 2013

(25) Filed as an exhibit to Current Report on Form 8K filed on October 22, 2013

(26) Filed as an exhibit to Current Report on Form 8K filed on January 10, 2014

(27) Filed as an exhibit to Current Report on Form 10K filed on March 31, 2014

(28) Filed as an exhibit to Current Report on Form 8K filed on October 3, 2014

(29) Filed as an exhibit to Current Report on Form 8K filed on December 23, 2014

(30) Filed as an exhibit to Current Report on Form 10K filed on March 31, 2015

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 31st day of March, 2015.

	CORD BLOOD AMERICA, INC.

	By:	/s/ Joseph R. Vicente
		Joseph R. Vicente
		President and Chairman
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Joseph R. Vicente
Joseph R. Vicente		March 31, 2015
President and Chairman (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Director)


/s/ Timothy McGrath
Timothy McGrath		March 31, 2015
Director

FINANCIAL STATEMENTS

Index to Financial Statements

	Page

Report of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets		F-3

Consolidated Statements of Operations and Comprehensive Income (Loss)		F-4

Consolidated Statement of Stockholders’ Deficit		F-5

Consolidated Statements of Cash Flows		F-6

Notes to the Consolidated Financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Cord Blood America, Inc.

We have audited the accompanying consolidated balance sheets of Cord Blood America, Inc. and subsidiary (“the Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cord Blood America, Inc. and subsidiary as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ De Joya Griffith, LLC

Henderson, NV

March 25, 2015

Corporate Headquarters: De Joya Griffith, LLC

2580 Anthem Village Drive, Henderson, NV 89052 Phone: (702)563-1600 Fax: (702)920-8049

F-2

CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (AUDITED)

	December 31, 2014			December 31, 2013
ASSETS
Current assets:
Cash	$	750,886		$	708,760
Accounts receivable, net of allowance for doubtful accounts of $93,123 and $88,551		287,593			111,192
Prepaid expenses		79,657			73,368
Other current assets		101,569			145,064
Total current assets		1,219,705			1,038,384
Property and equipment, net of accumulated depreciation and amortization $640,772 and $543,714		127,018			178,431
Customer contracts and relationships, net of accumulated amortization $3,695,635 and $3,318,192		1,982,757			2,360,200
Note receivable – Banco Vida		75,000			--
Receivable – Biocells net of discount $215,991 and allowance of doubtful accounts $25,000		459,009			--
Assets held for sale					2,501,169
Total assets	$	3,863,489		$	6,078,184

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	363,079		$	339,140
Accrued expenses		311,320			220,242
Deferred revenue		1,164,662			1,089,338
Derivative liability (current portion)		343,876			359,407
Interest on promissory notes		7,156			332,155
Promissory notes payable, net of unamortized discount of $350,362 and $58,704 (current portion)		449,638			1,441,335
Total current liabilities		2,639,731			3,781,617
Deferred revenue (long term portion)		327,975			362,822
Derivative liability (long term portion)		687,754			--
Promissory note payable, net of amortized discount of $700,723 (long term portion)		899,277			--
Liabilities held for sale		--			2,304,038
Total liabilities		4,554,737			6,448,477

Stockholders' deficit:
Preferred stock, $.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding		--			--
Common stock, $.0001 par value, 890,000,000 shares authorized,890,000,000 and 890,000,000 shares issued and outstanding, inclusive of treasury shares		89,000			89,000
Additional paid-in capital		53,264,971			53,264,971
Common stock held in treasury stock, 20,000 shares		(599,833)			(599,833)
Accumulated other comprehensive income		--			410,827
Accumulated deficit		(53,455,386	)		(53,685,436
Total cord blood stockholders’ deficit		(691,248	)		(520,470	)
Non-controlling interest		--			150,178
Total stockholders’deficit		(691,248	)		(370,293)
Total liabilities and stockholders’ deficit	$	3,863,489		$	6,078,184

The accompanying notes are an integral part of these consolidated financial statements

F-3

CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (AUDITED)

	YEAR			YEAR
	ENDED			ENDED
	DECEMBER 31,			DECEMBER 31,
	2014			2013

Revenue	$	4,331,051		$	3,821,667
Cost of services		(1,373,193	)		(1,094,498	)
Gross profit		2,957,858			2,727,169
Administrative and selling expenses		(3,126,805	)		(2,909,662	)
Loss from operations		(168,947	)		(182,493	)
Interest expense and change in derivative liability		(529,564	)		(1,772,107	)
Gain on debt extinguishment		175,905			--
Gain on foreign currency translation		331,011			--
Gain on sale of Biocell		769,841			--
Loss on discontinued operations		(338,196	)		(1,024,286	)
Income (loss) from continuing operations before provision for income taxes		240,050			(2,978,886	)
Income taxes		--			--
Income (loss) from continuing operations after provision for income taxes		240,050			(2,978,886	)
Income (loss)		240,050			(2,978,886	)
Net income (loss) attributable to non-controlling interest		--			512,143
Net income (loss) attributable to Cord Blood America		240,050			(2,466,743	)
Basic earnings per share
Continuing operations	$	(0.00	)	$	(0.00	)
Discontinued operations	$	(0.00	)	$	(0.00	)
Net basic earnings per share	$	0.00		$	(0.01	)
Diluted loss per share
Weighted average common shares outstanding
Basic weighted average common shares outstanding		890,000,000			747,129,414
Diluted weighted average common shares outstanding
Net income (loss) before income taxes	$	240,050		$	(2,978,886	)
Other comprehensive income (loss), before tax
Foreign currency translation adjustments		--			268,960
Comprehensive loss	$	--		$	(2,709,926	)
Comprehensive income (loss) attributable to Cord Blood America	$	240,050		$	(2,709,926	)

The accompanying notes are an integral part of these consolidated financial statements

F-4

CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

YEARS ENDED DECEMBER 31, 2014 AND 2013 (AUDITED)

	Common Stock					Additional Paid In		Treasury			Accumulated Other Comprehensive			Accumulated			Non-Controlling
	Shares		Amount			Capital		Stock			Income			Deficit			Interest			Total

Ending Balance at December 31, 2012		376,234,408	$	659,732		$	50,871,033	$	(599,833	)	$	141,867		$	(51,218,693	)	$	662,231		$	(516,427	)
Adjustment on Common Stock for the Stock Split				(622,109	)		622,109
Issuance of Common Stock for Debt Conversion		513,765,592		51,377			1,771,829														1,823,206
Consolidated Net Income															(2,466,743	)		(512,143	)		(2,978,886	)
Comprehensive Income												286,960									286,960
Ending Balance at December 31, 2013		890,000,000	$	89,000		$	53,264,971	$	(599,833	)	$	410,827		$	(53,685,436	)	$	150,178		$	(370,293	)

Deconsolidated Biocord		--		--			--		--			(410,827	)		--			(150,178	)		(561,005	)
Net Income		--		--			--		--			--			240,050			--			240,050

Ending Balance December 31, 2014		890,000,000	$	89,000		$	53,264,971	$	(599,833	)		--		$	(53,445,386	)		--		$	(691,248	)

The accompanying notes are an integral part of these consolidated financial statements

F-5

CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (AUDITED)

	YEAR -ENDED			YEAR-ENDED
	DECEMBER 31,			DECEMBER 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)	$	240,050		$	(2,978,886)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Amortization of loan discount		(64,937)			1,267,725
Depreciation and amortization		474,501			541,809
Change in value of derivative liability		112,774			189,562
Gain on debt extinguishment		175,905			--
Impairment of Vidaplus investment		--			123,562
Bad debt		25,943			25,367
Gain on foreign currency translation		(331,011	)		--
Net change in operating assets and liabilities
Changes in accounts receivable		(177,344)			(20,484)
Changes in other current assets		62,043			(3,677)
Changes in inventory		(18,548)			(18,548)
Changes in prepaid		(6,289)			(16,492)
Changes in accounts payable		23,939			(89,493)
Changes in accrued expenses		91,078			54,990
Changes in accrued interest		352,998			315,033
Changes in deferred revenue		40,477			(4,030)
NET CASH PROVIDED BY OPERATING ACTIVITIES OF CONTINUING OPERATIONS		779,643			(613,861)

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of property and equipment		(45,645)			(6,499)
Loan to other entity		(75,000)			--
NET CASH USED IN INVESTNG ACTIVITIES OF CONTINUING OPERATIONS		(120,645)			(6,499)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of convertible note payable		(100,000	)		--
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES OF CONTINUING OPERATIONS		(100,000	)		--

CASH FLOW PROVIDED BY (USED IN) DISCONTINUED OPERATIONS
Net cash provided by operating activities		(284,696	)		1,109,982
Net cash used in investing activities		(226,422	)		(136,098)
Foreign currency translation from discontinued operation		(5,754	)		(38,596)
NET CASH FLOW FOR THE PERIOD PROVIDED BY (USED IN) DISCONTINUED OPERATION		(516,872	)		935,288

NET INCREASE IN CASH		42,126			314,928

Cash balance at beginning of year	$	708,760		$	393,832
Cash balance at end of year	$	750,886		$	708,760
Supplemental Disclosures:
Cash paid for taxes		--			--
Cash paid for interest		--			--

The accompanying notes are an integral part of these consolidated financial statements

F-6

CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2014

Note 1. Organization and Description of Business

Cord Blood America, Inc. ("CBAI" or the “Company”), formerly D&A Lending, Inc., was incorporated in the State of Florida on October 12, 1999. In October, 2009, CBAI re-located its headquarters from Los Angeles, California to Las Vegas, Nevada. CBAI's wholly-owned subsidiaries include Cord Partners, Inc., CorCell Companies, Inc., CorCell, Ltd., (Cord Partners, Inc, CorCell Companies, Inc. and CorCell, Ltd. are sometimes referred to herein collectively as “Cord”), CBA Properties, Inc. ("Properties"), and Career Channel, Inc. formerly D/B/A Rainmakers International ("Rain"). In September 2010, CBAI purchased a majority interest in Biocordcell Argentina S.A. (“Bio”). CBAI and its subsidiaries engage in the following business activities:

●

CBAI and Cord specializes in providing private cord blood and cord tissue stem cell storage services to families to families throughout the United States and Puerto Rico. Additionally, the Company is procuring birth tissue for organizations utilizing the tissue in the transplantation and/or research of therapeutic based products.

●	Biocordcell Argentina S.A. specializes in providing private cord blood stem cell storage to families in Argentina, Uruguay and Paraguay.

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

In September 2010, CBAI purchased a majority interest in Biocordcell Argentina S.A. (BioCells), a company providing private cord blood processing and storage services to families in Argentina, Uruguay and Paraguay. On September 29, 2014, the Company sold its ownership interest in BioCells. In conjunction with the disposition of BioCells, the gain on the sale and results of historical operations are recorded as discontinued operations in the Company’s Consolidated Statements of Operations for the year ended December 31, 2014 and 2013. Additionally, the cash flows from BioCells are reflected separately as cash flows from discontinued operations in the Company’s Consolidated Statement of Cash Flows.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Going Concern

The accompanying financial statements of CBAI and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has experienced recurring net losses from operations, which losses have caused an accumulated deficit of approximately $53.46 million as of December 31, 2014. In addition, CBAI has notes and loans payable of approximately $1.35 million as of December 31, 2014. The Company thus far has made a payment in cash provided by continuing operations. However, the Company has no available common stock outstanding as of December 31, 2014, and as such, the Company may not be able to issue common stock to retire debt, if cash is not sufficient, until such time as the shareholders approve an increase in the number of shares authorized. The Company has announced a Special Shareholders Meeting to increase the number of shares on April 10, 2015. These factors, among others, raise substantial doubt about CBAI's ability to continue as a going concern.

Since inception, the Company has financed cash flow requirements through the issuance of common stock and warrants for cash, services and loans. However, over the past eleven quarters, the Company has reduced operating expenses, ended investment in its unconsolidated affiliates, and divested its equity stake in both Stellacure and Bio, and received no additional funding from outside sources for working capital. During the year ended December 31, 2014 the Company had positive cash flow from operations of $0.78 million. The Company plans to continue to operate on its cash flows from operations by aligning its expenses with its revenues. If cash flows from operations are significantly less than projected, then the Company would need to either cut back on its budgeted spending, look to outside sources for additional funding or a combination of the two. The Company currently does not have any financing agreements in place for additional funding. If the Company is unable to access sufficient funds when needed, obtain additional external funding or generate sufficient revenue from the sale of our products, it could be forced to curtail or possibly cease operations.

In view of these conditions, CBAI's ability to continue as a going concern is dependent upon its ability to meet its financing requirements, and to ultimately achieve profitable operations. Management believes that its current and future plans provide an opportunity to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that may be necessary in the event CBAI cannot continue as a going concern.

F-7

Basis of Consolidation

The consolidated financial statements include the accounts of CBAI and its wholly-owned and majority-owned subsidiaries, Cord and Biocordcell Argentina S.A. All significant inter-company balances and transactions have been eliminated upon consolidation.

Estimates

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

Cash

Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less at the time of purchase.

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

Accounts Receivable

Accounts receivable consist of the amounts due for the processing and storage of umbilical cord blood and cord tissue, other 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.

Property and Equipment

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

Intangible Assets

Intangible assets consist primarily of customer contracts and relationships as part of the acquisition of the CorCell and CureSource assets in 2007 in addition to the acquisition of Biocordcell in 2010 (Note 3). During 2011 the Company also foreclosed and acquired assets from NeoCells, a subsidiary of ViviCells, as satisfaction of outstanding receivables from Vivicells. Intangible assets are stated at cost. Amortization of intangible assets is computed using the sum of the years’ digits method, over an estimated useful life of 18 years. Amortization expense for the years ended December 31, 2014 and 2013 was $377,443 and $437,951 respectively.

Impairment of Long-Lived Assets

Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. The Company reviews goodwill for impairment at least annually or whenever events or circumstances are more likely than not to reduce the fair value of goodwill below its carrying amount.

Equity Investments

Cord had a non-controlling equity investment in ViviCells International, Inc., a privately held company in the business of providing cord blood stem cell and adult peripheral blood stem cell preservation services. The Company utilized the equity method of accounting as it owned more than 20% of the outstanding common stock and had the ability to exercise significant influence over this company. As such, the investment was carried at cost less Cord's proportionate share of ViviCells net loss for the period since investment. During 2011 the Company foreclosed on and acquired all the assets of Neocells, a subsidiary of ViviCells, as satisfaction on the outstanding receivable from ViviCells. There is no remaining investment in ViviCells as of December 31, 2012 because of this action.

F-8

Cord has a minority equity investment in China Stem Cells, Ltd., a Cayman Islands Company, a privately held company organized to conduct a stem cell storage business in China. In 2011, Cord acquired a minority equity investment in VidaPlus, an umbilical cord processing and storage company. The Company utilizes the cost method of accounting as it owns less than 20% of the outstanding common stock and only has the ability to exercise nominal, not significant, influence over these companies. The cost of this investment was $204,062 and represents 7% equity in VidaPlus. At December 31, 2012 the Company had an outstanding loan to VidaPlus in the amount of $246,525. During the year ended December 31, 2013, the Company recognized an impairment loss on the Vidaplus investments and notes receivable, and wrote-down its equity interest and notes receivable to $0.

Deferred Revenue

Valuation of Derivative Instruments

ASC 815-40 (formerly SFAS No. 133 "Accounting for derivative instruments and hedging activities"), requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with ASC 815-40-15 (formerly EITF 00-19 "Accounting for derivative financial instruments indexed to, and potentially settled in, a company's own stock") to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula and present value pricing. At December 31, 2014, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its consolidated statement of operations and comprehensive loss.

Revenue Recognition

Cost of Services

Costs are incurred as umbilical cord blood, cord tissue and birth tissue are collected. For Cord and/or Bio these costs include the transportation of the umbilical cord blood, cord tissue and birthing tissue from the hospital, direct material plus labor costs for processing and cryogenic storage, collection kit materials and allocated rent, utility and general administrative expenses. The Company expenses costs in the period incurred.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that included the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the portion of tax benefits that more likely than not will not be realized. There was a valuation allowance equal to 100% of deferred tax assets as of December 31, 2014.

The Company follows guidance issued by the FASB with regard to its accounting for uncertainty in income taxes recognized in the financial statements. Such guidance prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the years ended December 31, 2014 and 2013. The Company files income tax returns with the Internal Revenue Service (“IRS”) and various state jurisdictions. For jurisdictions in which tax filings are prepared, the Company is no longer subject to income tax examinations by state tax authorities for years through 2007 and by the IRS for years through 2008.

F-9

Accounting for Stock Option Plan

The Company’s share-based employee compensation plans are described in Note 10. On January 1, 2006, the Company adopted the provisions of ASC 718 (previously SFAS 123(R), “Accounting for Stock-based Compensation (Revised 2004)” (“123(R)”), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, non-employee directors, and consultants, including employee stock options.

Earnings (Loss) Per Share

Basic earnings per share (EPS) is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding. Diluted EPS is similar to basic EPS except that the weighted average number of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been exercised. The diluted weighted average common shares outstanding as of December 31, 2014 is 895,106,775. Net loss per common share is calculated in accordance with ASC 260, Earnings per Share. Outstanding options to acquire common stock and warrants are not included in the computation of net loss per common share because the effects of inclusion are anti-dilutive.

Concentration of Risk

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

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

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

Fair Value Measurements

Assets and liabilities recorded at fair value in the 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 820-10, are as follows:

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

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

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

The following table summarizes fair value measurements by level at December 31, 2014 for assets and liabilities measured at fair value on a recurring basis:

	Level 1		Level 2		Level 3			Total

Cash	$	750,886	$	--	$	--		$	750,886

Derivative liability		--		--		(1,031,630	)		(1,031,630	)

F-10

Derivative liability was valued under the Black-Scholes model with the following assumptions:

Risk free interest rate		0.12% to 0.51%
Expected life		0 to 3 years
Dividend Yield		0%
Volatility		0% to 103%

The following table summarizes fair value measurements by level at December 31, 2013 for assets and liabilities measured at fair value on a recurring basis:

	Level 1		Level 2		Level 3			Total

Cash	$	708,760	$	--	$	--		$	708,760

Derivative liability		--		--		(359,407	)		(359,407	)

Derivative liability was valued under the Black-Scholes model, with the following assumptions:

Risk free interest rate		0.12% to 0.51%
Expected life		1 year or less
Dividend Yield		0%
Volatility		130% to 165%

The following is a reconciliation of the derivative liability:

Value at December 31, 2012	$	354,654
Change in value of derivative		189,562
Value at December 31, 2013	$	359,407
Change in value of derivative		112,774
Value at December 31, 2014	$	1,031,630

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.

Reclassification

Amounts listed in connection with the assets held for sale, including liabilities and income or loss related to assets held for sale for Bio, in the December 31, 2013 consolidated financial statements have been reclassified to conform to the December 31, 2014 presentation.

Recently Issued Accounting Pronouncements

Note 3. Summary of Acquisitions

Biocordcell Argentina S.A.

In September 2010, the Company entered into a Stock Purchase Agreement (the “Agreement”), with the Shareholders of Biocordcell Argentina S.A., a corporation organized under the laws of Argentina (‘Bio”), providing for the Company’s acquisition of 50.1% of the outstanding shares of Bio (the “Shares).

F-11

Under the Agreement, the Company paid $375,000 in cash at the closing, and paid an additional $350,000 in October, 2010, $150,000 of which is part of the fixed portion of the purchase price for the shares, for a total minimum purchase price of $525,000. The remaining $200,000 of this payment represents advances against the contingent payments due based on Bio’s 2010 and 2011 net income performance. A portion of the advancement ($100,000) was carried as a loan against performance outcomes that may not be met.

The Agreement provides that the Shareholders are to be paid contingent “earn-out” compensation in 2011 based on achieving certain levels of net income in 2010; and additional contingent “earn-out” compensation in 2012 based on achieving certain levels of net income in 2011.

On September 29, 2014, the Company closed a transaction whereby it sold its ownership stake in BioCells, amounting to 50.004% of the outstanding shares of BioCells to Diego Rissola, who is the current President and Chairman of the Board of BioCells and a shareholder prior to the transaction. Under the Agreement, the Purchaser is obligated to pay the total amount of $705,000. Three payments are due by March 1, 2015, and then annually thereafter for ten years from June 1, 2015 through June 1, 2025. The Purchaser has defaulted on the December 1, 2014 and March 1, 2015 payments. The Company has sent such default notice, demanded payment, and is accruing interest at a default rate of 12%.

Note 4. Property and Equipment

At December 31, 2014 and 2013, property and equipment consists of:

	Useful Life (Years)	2014			2013

Furniture and fixtures	1-5	$	23,030		$	23,030
Computer equipment	5		208,116			175,338
Laboratory Equipment	1-5		73,602			60,734
Freezer equipment	7-15		362,830			362,830
Leasehold Improvements	5		100,212			100,212
			767,790			722,145
Less: accumulated depreciation and amortization			(640,772	)		(543,714	)
		$	127,018		$	178,431

For the years ended December 31, 2014 and 2013, depreciation expense totaled $97,058 and $103,857 respectively.

Note 5. Discontinued Operations

In conjunction with the disposition of BioCells, the gain on the sale and results of historical operations are recorded as discontinued operations in the Company’s Consolidated Statement of Operations and reflect a gain in the amount of $769,841. Additionally, the cash flows from BioCells are reflected separately as cash flows from discontinued operations in the Company’s Consolidated Statement of Cash Flows in the amount used of $516,872.

A summary of certain assets and liabilities disposed of or discharged directly or indirectly in connection with this transaction as of September 30, 2014 was as follows:

Cash	$	37,432
Accounts receivable		142,510
Other current assets		104,388
Prepaid expenses		275,866
Total current assets		560,196
Property and equipment, net of accumulated depreciation		520,744
Customer contracts and relationships, net of amortization		1,019,147
Other assets		24,041
Goodwill		244,053
Total assets	$	2,368,181

Accounts payable	$	213,054
Accrued expenses		1,082,542
Deferred revenue		1,192,008
Total liabilities	$	2,487,604

F-12

The gain on sale of BioCells reported during the period was determined as follows:

Receivable from sale of BioCells	$	705,000
Unamortized discount on receivable		(215,991	)
Receivable, net of discount		489,009

Net assets		(119,423	)
Non-controlling interest		188,018
Comprehensive loss		(349,018	)
Subtotal of disposal from sale of BioCells		(280,832	)

Net gain on sale of BioCells	$	769,841

F-13

Note 6. Notes and Loans Payable, and Derivative Liabilities

At December 31, 2014 and December 31, 2013, notes and loans payable consist of:

	December 31, 2014			December 31, 2013

Convertible Promissory Note Payable to St. George Investment, secured by the Company’s assets, interest rate of 6.0% per annum, with payment due on or before March 10, 2015		--		$	248,039
Secured Convertible Promissory Note to Tonaquint, Inc., 6% per annum; due on or before February 27, 2014		--			1,252,000
Secured Convertible Promissory Note to Tonaquint, Inc. 7.5% per annum; due on or before September 17, 2018.		2,400,000			--

		2,400,000			1,500,039
Less: Unamortized Discount		(1,051,085	)		(58,704	)
	$	1,348,915		$	1,441,335

Tonaquint, Inc.

Under the Company Note, the Company shall make monthly payments to Tonaquint, with the first payment due on or before April 17, 2015, and with payments continuing thereafter until the Company's Note is paid in full, with a maturity date that is 33 calendar months after the effective date of December 17, 2014. The Company made its first payment of $100,000 in December 2014 in accordance with the prepayment provisions of the Agreement, and prior to the above referenced first payment date. The amount of the monthly payments is $100,000 (the “Installment Amount”); provided, however, that if the remaining amount owing under the Company Note as of the applicable Installment Date (defined in the Company Note) is less than $100,000, then the Installment Amount for such Installment Date shall be equal to the outstanding amount. The Company may prepay any or all of the outstanding amount of the Company Note at any time, without penalty. In the event the Company prepays an amount that is less than the outstanding amount, then the prepayment amount shall be applied to the next Installment Amount(s) due under the Company Note.

The Company records debt discounts in connection with the issuance of convertible debt and the initial valuation of the derivative liability. The discounts are amortized to non cash interest expense over the life of the debt.

F-14

As of December 31, 2014, the principal balance on the Tonaquint note was $2,400,000 and $7,156 of accrued interest.

Note 7. Investment and Notes Receivable, Related Parties

At December 31, 2014 and 2013, notes receivable consist of:

	2014			2013
Effective August 14, 2014, Company entered into a Secured Promissory Note with Banco Vida which carries 8% interest per annum. Interest only payments for first 12 months; thereafter principal and interest on standard amortization schedule due on or before February 1, 2017.	$	75,000		$	--

On September 29, 2014, the Company closed a transaction selling its stake in BioCells to Diego Rissola; current President. Payments are to be annually, after June of 2015, and the last payment due on or before June 1, 2025.		700,000			--

Unamortized discount on BioCells note receivable		(215,991	)		--
Allowance of doubtful accounts on BioCells note receivable		(25,000	)		--

	$	531,009		$	--

Under the Agreement with Purchaser of BioCells, the remaining payments are as follows: $10,000 on or before December 1, 2014 (past due); $15,000 on or before March 1, 2015 (past due); $15,000 on or before June 1, 2015; $45,000 on or before June 1, 2016; $55,000 on or before June 1, 2017; $55,000 on or before June 1, 2018; $55,000 on or before June 1, 2019; $65,000 on or before June 1, 2020; $75,000 on or before June 1, 2021; $75,000 on or before June 1, 2022; $75,000 on or before June 1, 2023; $80,000 on or before June 1, 2024; $80,000 on or before June 1, 2025.

This loan receivable is secured, non interest bearing, and subject to a 6% discount rate. As of December 31, 2014, the receivable has a balance of $489,009, net of unamortized discount of $215,991 and allowance of doubtful accounts of $25,000. The Purchaser has defaulted on the December 31, 2014 and the March 1, 2015 payments. The Company has sent such notice, demanded payment and is accruing interest at a default rate of 12%.

Note 8. Commitments and Contingencies

VidaPlus

On January 24, 2011, the Company entered into a Stock Purchase Agreement to acquire up to 51% of the capital stock in VidaPlus, an umbilical cord processing and storage company headquartered in Madrid, Spain. The Agreement is organized into three tranches; the first executed at closing with an initial investment of approximately $204,000 (150,000 Euro) for an amount equivalent to 7% as follows; 1% of share capital in initial equity or approximately $30,000 and 6% or an estimated $174,000 as a loan convertible into equity within 12 months of closing. The initial investment was secured by a Pledge Agreement on 270 VidaPlus samples that are incurring annual storage fees. The second tranche provides the opportunity for an additional 28% in share capital through monthly investments based on the number of samples processed in that month (up to a maximum of 550,000 EUR). In connection with Tranche 2, the Company has loaned VidaPlus $246,525 to date. Converting the investment from a loan into equity will take place within 24 months of the date the amount of shares due to the Company pursuant to the second tranche is calculated. The third tranche follows a similar loan to equity agreement as tranche two but for an additional 16% equity at the option of the Company (up to a maximum of 550,000 EUR). VidaPlus contracts through Stellacure and their relationship with the German Red Cross for their processing and storage.

In connection with the VidaPlus Stock Purchase Agreement entered into on January 24, 2011, the Company is obligated to make monthly loans to VidaPlus based on the number of new samples processed and up to a maximum of 550,000 Euro for each of Tranche 2 and 3 of the Agreement. Tranche 2 did contain provisions that provided the Company an option to discontinue funding if certain performance targets were not met.

In January 2012, the Company exercised its right to convert its Tranche 1 loan into 6% of the outstanding shares of VidaPlus, and as a result, the Company owned a total of 7% of the outstanding shares. At the time of the equity conversion, the Company no longer maintained its Pledge on the 270 VidaPlus samples associated with Tranche 1; however, the Company maintained a liquidation preference in VidaPlus over the money invested by the Company in VidaPlus. Additionally, the Company declined to make any further investment (loan or otherwise) to VidaPlus under whether Tranche 2, Tranche 3 or otherwise. CBAI holds a pledge over the umbilical cord blood maintenance and storage contracts between VidaPlus and certain of its customers, and all rights contained therein, including but not limited to the rights to administer those contracts and the rights to collect the revenues derived from those contracts, for 328 samples. CBAI holds that pledge until such time as it converts the monies paid to VidaPlus under Tranche 2 of the Stock Purchase Agreement into equity into VidaPlus, in accordance with the formulas set forth in the Stock Purchase Agreement. CBAI must make that conversion within two years of when the calculation was made as to the amount of shares to which CBAI is entitled pursuant to Tranche 2, which means that such conversion shall take place around or before February 2014. CBAI also holds a liquidation preference in VidaPlus for the money the Company invested in VidaPlus. On February 14, 2014, CBAI delivered to VidaPlus its election to convert its loan under Tranche 2 into shares of stock in VidaPlus, including Anti-Dilution shares. The Company is entitled to an additional ownership stake of approximately 2.24% in connection with the forgoing, bringing its total ownership percentage to approximately 9.24%

F-15

Patent License Agreement

Contingencies

Employment Agreements

The Company entered into an Executive Employment Agreement with Stephen Morgan (the “Employee”) on August 10, 2012, with July 1, 2012 as the effective date of the Agreement. The Agreement provides for a change of control termination bonus, whereby if the Employee is terminated, his compensation reduced, or the Company terminates the Employee’s employment within one year after a change in control, then the Employee is entitled to a termination benefit in an amount equal to the employee’s cash compensation over the one (1) year preceding the Triggering Event (defined in the Agreement). The Agreement also provides for termination payments in the absence of a change of control in the event the Company terminates the Employee without cause in an amount equal to all compensation paid by the Company to the Employee for the 12 months preceding the termination, along with health plan and 401k incentives (if any were to be offered – the Company terminated its 401k earlier in 2012), as stated in the Agreement. The Agreement provides for an annual salary of $125,000, along with a bonus, payable at the discretion of the Board of Directors of up to an annual amount of 20% of the Employee’s salary. Mr. Morgan’s compensation, as set forth in the Agreement has not increased as a result of his election to the officer positions of Vice President and Secretary on May 15, 2012 in addition to his retention of his previous position, General Counsel. The Company believes the assumption of additional roles by existing management and other individuals in leadership positions, including filling recently vacated roles, will reduce overall management costs while also leading to greater efficiency within the organization.

F-16

Operating Leases

Commitments for future minimum rental payments, by year, and in the aggregate, to be paid under such operating lease as of December 31, 2014, are as follows:

	Rent
	to be paid
2015		176,497
2016		180,997
2017		185,354
2018		189,842
2019		144,962
Total	$	877,651

Note 9. Related Party Transactions and Commitments

Related Party Transactions

China Stem Cells, Ltd.

In March of 2010 the Company acquired pursuant to a License Agreement, a 10% non dilutable interest in what became, in December 2010, China Stem Cells, Ltd., a Cayman Islands Company (hereinafter "Cayman"), which indirectly holds a 100% capital interest in AXM Shenyang, a company organized to conduct a Stem Cell Storage Business in China. In exchange for issuance of an equity interest in Cayman, under the terms of the Transfer of Technology Agreement the Company agreed to provide technology transfer, knowhow and training in the setup, marketing and operation of the China Stem Cell Storage business. In connection with the License Agreement, the Company is to receive royalties equal to 8.5% of "Net Revenues" realized from the China Stem Cell Storage business, over the 15 year term of the agreement, with certain minimum annual royalties’ payable beginning in 2011. The Company has not been paid any royalty balance due to date, and it remains doubtful that any such royalties will be collected.

F-17

VidaPlus

Frozen Food Gift Group, Inc.

Note 10. Stock Option Plan

Stock Option Plan

The Company's Stock Option Plan permits the granting of stock options to its employees, directors, consultants and independent contractors for up to 8.0 million shares of its common stock. The Company believes that such awards encourage employees to remain employed by the Company and also to attract persons of exceptional ability to become employees of the Company. On July 13, 2009, the Company registered its 2009 Flexible Stock Plan, which increases the total shares available to 4 million common shares. The agreement allows the Company to issue either stock options or common shares from this Plan.

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

Stock options that vest at the end of a one-year period are amortized over the vesting period using the straight-line method. For stock options awarded using graded vesting, the expense is recorded at the beginning of each year in which a percentage of the options vests. The Company did not issue any stock options for the years ended December 31, 2014 and 2013.

The Company’s stock option activity was as follows

	Stock Options			Weighted Average Exercise Price		Weighted Avg. Contractual Remaining Life

Outstanding, January 1, 2013		6,323,570			1.01		5.76
Granted		-			-		-
Exercised		-			-		-
Forfeited/Expired		(752,740	)		-		-
Outstanding, December 31, 2013		5,570,830			1.01		4.51
Forfeited/Expired		(464,055	)		-		-
Outstanding, December 31, 2014		5,106,775			1.01		3.26
Exercisable at December 31, 2014		5,106,775			1.01		3.26

F-18

The following table summarizes significant ranges of outstanding stock options under the stock option plan at December 31, 2014:

Range of Exercise Prices		Number of Options		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number of Options Exercisable		Weighted Average Exercise Price
$	0.33 — 20.00		5,070,751		3.28	$	0.83		5,070,751	$	0.83
$	21.00 — 30.00		18,126		0.13		25.00		18,126		25.00
$	31.00— 51.00		17,898		3.26		31.21		17,898		31.21
			5,106,775		3.26	$	1.01		5,106,775	$	1.01

A summary of the activity for unvested employee stock options as of December 31, 2014 and changes during the year is presented below:

Weighted Average Grant Date Fair Value per Share

	Weighted Average Grant Date Fair Value per Share
	2014		2013		2014		2013
Non-vested at January 1, 2013 and 2014		--		150,685	$	--	$	0.33
Granted		---		--		--		--
Vested		--		150,685		--		0.33
Exercised		---		--		--		--
Cancelled		--		--		--		--
Pre-vested forfeitures		---		--		--		--
Non-vested at December 31, 2013		--		150,685	$	--	$	--

Note 11. Warrant Agreements

As part of the Settlement and Exchange Agreement entered into on December 17, 2014 between the Company and St. George, the Warrant to Purchase Shares of Common Stock issued by the Company to St. George on or around March 10, 2011, was terminated, cancelled or otherwise extinguished.

The Company has not issued any warrants since January 1, 2012.

The following table summarizes the warrants outstanding and exercisable at December 31, 2014 and 2013 (post split):

	WARRANTS OUTSTANDING		EXERCISE PRICE		MATURITY DATE
2013		1,392,354	$	0.01	3/10/2016
2014		--		--

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Note 12. Income Tax

As of December 31, 2014, the Company had net operating gain of $240,050. Future tax benefits for Cord Blood America which may arise as a result of these gains have not been recognized in these consolidated financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carryforwards.

	2013

Deferred tax assets:
Net operating gain	$	240,050


Total deferred tax assets	$	446,666
Less: valuation allowance		(446,666	)
Net deferred tax assets	$	--

	Tax Loss (Gain)			Deferred Assets
Net income (loss)		240,050			84,018

Bad debt expense		943			330
Impairment		-			-
Accounts payable		363,079			127,078
Accrued expenses		311,320			108,962
Deferred revenue		1,492,635			522,422
Accounts receivable		(287,593	)		(100,658	)
Prepaid expense		(79,657	)		(27,880	)
Stock-based compensation		-			-
Meal & ent (50% of $10,504)		5,252			1,838
Gain on sales of Biocordcell		(769,841	)		(269,44	)

Tax loss for the year		1,276,188			446,666

Note 13. Stockholders’ Equity

Preferred Stock

CBAI has 5,000,000 shares of $.0001 par value preferred stock authorized.

Common Stock

On September 25, 2012, the Company’s Articles of Incorporation were amended to increase the authorized common stock to 890,000,000 shares, par value $0.0001, up from 250,000,000. This amendment was adopted by the Company’s Board of Directors on July 11, 2012, and its Shareholders at a Special Meeting of Shareholders called for this purpose on September 25, 2012.

During the year ended December 31, 2013, the Company issued 513,765,592 shares of common stock to retire $776,502 of principal and interest in convertible debt which had a fair market value of $1,823,206.

During the year ended December 31, 2014, the Company did not issue any shares of common stock and had 890,000,000 shares of Common Stock outstanding. 20,000 shares remain in the Company's treasury.

Note 14. Legal Proceedings

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On December 22, 2014, the parties filed a Stipulated Motion to Dismiss with Prejudice the Action, and on that same day, the Court entered an Order of Dismissal, dismissing the Action in its entirety.

Note 15. Segment Reporting

Guidance issued by the FASB requires that public business enterprises report financial and descriptive information about its reportable operating segments. The Company generates revenues related to the processing and preservation of umbilical cord blood and cord tissue. The Company’s long lived assets are located in, and substantially all of its revenues are generated from the United States of America and Argentina.

The table below presents certain financial information by business segment for the year ended December 31, 2014:

	Cord		Biocordcell		Segment Total		Consolidation Eliminations		Consolidated Total

Revenue from External Customers	$	4,331,051	$		$	4,331,051	$	--	$	4,331,051
Interest & Derivative Expense		529,564				529,564				529,564
Depreciation and Amortization		474,501				474,501				474,501
Segment Income (Loss) from Continuing Operations		240,050				240,050				240,050
Gain from Discontinued Operations				431,645		431,645				431,645
Segment Assets	$	3,863,489	$		$	3,863,489	$	--	$	3,863,489

The table below presents certain financial information by business segment for the year ended December 31, 2013:

	Cord		Biocordcell		Segment Total		Consolidation Eliminations		Consolidated Total

Revenue from External Customers	$	3,821,667				3,821,667		--	$	3,821,667
Interest & Derivative Expense		1,772,107				1,772,107				1,772,107
Depreciation and Amortization		541,809				541,809				541,809
Segment Income (Loss) from Continuing Operations		(1,954,599)				(1,954,599)				(1,954,599)
Loss from Discontinued Operations				(1,024,286)						(1,024,286)
Segment Assets	$	3,577,015		2,501,169		6,078,184		--	$	6,078,184

Note 16. Subsequent Events

Special Shareholder Meeting

On February 10, 2015, the Company filed a Definitive 14A Proxy Statement providing Notice that a Special Meeting of Shareholders will take place on April 10, 2015 at 10:00 a.m. Pacific Standard Time at 1857 Helm Drive, Las Vegas, NV 89119. The vote is to consider a proposal to amend the Amended and Restated Articles of Incorporation of the Company to increase the total number of shares of capital stock to 2,895,000,000, consisting of 5,000,000 Preferred Stock and 2,890,000,000 share of Common Stock. The Board of Directors has recommended that the shareholders vote FOR the proposed increase.

AATB Accreditation

Effective February 27, 2015 through February 27, 2018 the Company received its Accreditation from the American Association of Tissue Banks for the recovery of musculoskeletal tissue for transplantation and/or educational research. The Company believes this accreditation important to its continued growth in the procurement of birth tissue for therapeutic and/or research based products.

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Employment Agreements

On March 31, 2015, the Company entered into an Executive Employment Agreement with Stephen Morgan, the Company’s Vice President, General Counsel and Corporate Secretary, which is effective as of April 1, 2015 and shall terminate as of March 31, 2018, unless earlier terminated by the Company or Mr. Morgan in accordance with the agreement (the “Morgan Employment Agreement”).

The Morgan Employment Agreement provides for a base salary equal to $130,000, as well as an annual bonus, payable at the discretion of the Board of Directors, equal to 25% of Mr. Morgan’s base salary for that calendar year, provided that Mr. Morgan has the option to receive any portion of his salary and bonus in stock of the Company, in lieu of cash, at a value determined by the Board of Directors in their reasonable discretion and otherwise in accordance with the Employment Agreement.

The Morgan Employment Agreement provides for change of control termination payments, whereby if Mr. Morgan is terminated, his compensation reduced, or the employer terminates his employment within one year after a change of control, then Mr. Morgan is entitled to a termination benefit in an amount no less than the total of the highest annual salary and bonus amount set forth in the Morgan Employment Agreement. The Morgan Employment Agreement also provides for termination payments in the absence of a change of control in the event the Company terminates Mr. Morgan without cause, which said payments shall be in an amount equal to all compensation paid by the Company to Mr. Morgan for the 12 months preceding the termination, including salary, bonus, equity, stock options and other compensation, to be paid in equal, monthly installments over the 12-month period following termination. The Morgan Employment Agreement includes one-year restrictions on competition and solicitation of customers following termination of the agreement.

Legal Proceedings

On March 10, 2015, Cryo-Cell International, Inc. ("Cryo-Cell") filed a Complaint against Cord Blood America, Inc. (the "Company") in the Circuit Court of the Sixth Judicial Circuit in and for Pinellas County Florida, Civil Division, case number 15-001558-CI (the "Action"). Cryo-Cell brought the Action requesting the Court to enter an order to compel the Company to hold an annual meeting of the shareholders of the Company to elect directors of the Company and to ratify the Company's auditors. Cryo-Cell also requested that the Court determine certain details pertaining to the requested annual meeting and asked for other relief, including attorney's fees and costs. In addition, Cryo-Cell filed an 8-K on March 10, 2015 stating “It is [Cryo-Cell’s] intention to nominate a slate of directors for election at this annual meeting. If [Cryo-Cell] were successful in its effort to elect directors to the board of CBAI, it is anticipated that [Cryo-Cell] would explore the potential for a merger with CBAI, with [Cryo-Cell] as the surviving entity.”

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