Florida
|
|
90-0613888
|
(State
or Other Jurisdiction of Incorporation or
Organization)
|
|
(I.R.S.
Employer Identification No.)
|
1857 Helm Drive, Las Vegas, NV
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|
89119
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
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(702) 914-7250
|
(Issuer’s
Telephone Number, Including Area Code)
|
Large
Accelerated Filer
|
☐
|
Accelerated
Filer
|
☐
|
Non-accelerated
Filer
|
☐
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Smaller
reporting company
|
☑
|
|
|
Emerging
growth company
|
☐
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Page
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FORWARD
LOOKING STATEMENTS
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2
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PART I
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3
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Item
1.
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BUSINESS
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3
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Item
1A.
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RISK
FACTORS
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5
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Item
1B.
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UNRESOLVED
STAFF COMMENTS
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8
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Item
2.
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PROPERTIES
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8
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Item
3.
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LEGAL
PROCEEDINGS
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8
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Item
4.
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MINE
SAFETY DISCLOSURE
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8
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PART II
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9
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Item
5.
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MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
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9
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Item
6.
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SELECTED
FINANCIAL DATA
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9
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Item
7.
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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10
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Item
7A.
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QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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13
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Item
8.
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FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
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13
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Item
9.
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CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
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13
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Item
9A.
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CONTROLS
AND PROCEDURES
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13
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Item
9B.
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OTHER
INFORMATION
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14
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PART III
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15
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Item
10.
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DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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15
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Item
11.
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EXECUTIVE
COMPENSATION
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17
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Item
12.
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
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19
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Item
13.
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
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21
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Item
14.
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PRINCIPAL
ACCOUNTANT FEES AND SERVICES
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21
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PART IV
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22
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Item
15.
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EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
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22
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Item
16.
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FORM
10-K SUMMARY
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SIGNATURES
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24
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●
|
CBAI and Cord specialized in providing private cord blood and cord
tissue stem cell services. Additionally, the Company was in the
business of procuring birth tissue for organizations utilizing the
tissue in the transplantation and/or research of therapeutic
products.
|
●
|
Properties was formed to hold corporate trademarks and other
intellectual property.
|
|
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
|
664,058
|
$
1.01
|
664,058
|
Equity compensation
plans not approved by security holders
|
N/A
|
|
|
|
|
|
|
Total
|
664,058
|
$
1.01
|
664,058
|
●
|
CBAI and Cord specialized in providing private cord blood and cord
tissue stem cell services. Additionally, the Company was in the
business of procuring birth tissue for organizations utilizing the
tissue in the transplantation and/or research of therapeutic
products.
|
●
|
Properties was formed to hold corporate trademarks and other
intellectual property.
|
●
|
determination
of the level of allowance for bad debt
|
●
|
deferred
revenue
|
●
|
revenue
recognition
|
●
|
valuation
of derivative instruments
|
Name
|
|
Age
|
|
Position with
the Company
|
|
Timothy
McGrath
|
|
|
54
|
|
Director
|
David
Sandberg
|
|
|
46
|
|
Chairman
and Director
|
Anthony
Snow
|
|
|
43
|
|
President,
Corporate Secretary, Director
|
Adrian
Pertierra
|
|
|
47
|
|
Director
|
(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.
|
Name and
Principal Position
|
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
($)
|
All
Other
Compensation ($)
|
Total
($)
|
|
|
|
|
|
|
|
|
|
2018
|
60,000
|
0
|
0
|
0
|
60,0000
|
|
President and
Corporate Secretary
|
|
2017
|
25,000
|
0
|
0
|
0
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephen
Morgan
|
|
|
|
|
|
|
|
Former Interim
President, Corporate Secretary, and General Counsel
|
|
2017
|
84,528
|
7,500
|
0
|
0
|
92,028
|
Name
|
Fees
Earned
or Paid
in
Cash
($)
|
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
)
|
Timothy
McGrath
|
$
16,336
|
$
0
|
0
|
0
|
0
|
0
|
$
16,336
|
The Red Oak Fund
LP
|
$
41,876
|
$
0
|
0
|
0
|
0
|
0
|
$
41,876
|
The Red Oak Long
Fund LP
|
$
19,450
|
$
0
|
0
|
0
|
0
|
0
|
$
19,450
|
Pinnacle
Opportunities Fund LP
|
$
35,924
|
$
0
|
0
|
0
|
0
|
0
|
$
35,924
|
●
|
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; and
|
●
|
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.
|
Title Of
Class
|
|
Name And Address
Of Beneficial Owner
|
|
Amount And
Nature
Of
Beneficial
Ownership
|
|
Approximate
Percent
of
Class
(%)
|
|
|
|
|
|
|
|
|
|
Common
|
|
Cryo-Cell
International, Inc. (1)
|
|
154,537,770
|
|
12.1
|
%
|
|
|
700
Brooker Creek Boulevard, Suite 1800
|
|
|
|
|
|
|
|
Oldsmar,
Florida 34677
|
|
|
|
|
|
|
|
|
|
|
|
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|
Common
|
|
Red Oak
Partners, LLC (2)
|
|
381,052,632
|
|
30.0
|
%
|
|
|
150 E
Palmetto Park Road
Suite
800
|
|
|
|
|
|
|
|
Boca
Raton, Florida 33432
|
|
|
|
|
|
Title Of
Class
|
|
Name And Address
Of Beneficial Owner (3)
|
|
Amount And
Nature
Of
Beneficial
Ownership
|
|
Approximate
Percent
of
Class
(%)
|
|
Common
|
|
Timothy
G. McGrath, Director
|
|
90,669
|
|
*
|
%
|
Common
|
|
David
Sandberg, Chairman of the Board
|
|
381,052,632
|
(2)
|
30.0
|
%
|
Common
|
|
Anthony
Snow, Director
|
|
0
|
|
*
|
%
|
Common
|
|
Adrian
Pertierra, Director
|
|
0
|
|
*
|
%
|
Common
|
|
All
above executive officers and directors as a group (4
persons)
|
|
381,143,301
|
|
30.1
|
%
|
*
|
Less
than 1% of the outstanding common stock.
|
(1)
|
The
amount shown and the following information is derived from
a Form 4 filed by Cryo-Cell
International, Inc., along with David I. Portnoy, Mark L. Portnoy
and George Gaines, all of whom are affiliates of Cryo-Cell
International, Inc., reporting beneficial ownership as a group as
of August 7, 2018.
|
|
|
(2)
|
Red Oak
has shared voting power and shared dispositive power over the
381,052,632 shares. Red Oak is affiliated with the following
entities and individual, that hold voting power and dispositive
power over certain shares: (i) The Red Oak Fund, LP; (ii) The Red
Oak Long Fund, LP; (iii) Pinnacle Opportunities Fund, LP; (iv)
Pinnacle Capital Partners, LLC and (v) David Sandberg. Each of them
disclaims beneficial ownership with respect to any shares other
than shares owned directly by them.
|
|
|
(3)
|
Except
as noted above, the address for the above identified officers and
directors of the Company is c/o CBA Florida, Inc., 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 29, 2019 are
deemed outstanding for computing the percentage of the person
holding such option or warrant. Percentages are based on a total of
1,272,066,146
shares of
common stock outstanding on April 1, 2019. 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.
|
|
RBSM
December
31,
2018
|
RBSM
December
31,
2017
|
Audit
Fees
|
$
39,350
|
$
92,420
|
Audit Related
Fees
|
-
|
-
|
Tax
Fees
|
15,000
|
12,700
|
All Other
Fees
|
16,438
|
1,000
|
|
$
70,788
|
$
106,120
|
(1)
|
The
Company’s Consolidated Financial Statements are listed
on page F-3 of this Annual Report.
|
|
|
(2)
|
Financial
Statement Schedules.
|
(3)
|
Exhibits
|
EXHIBIT
|
|
DESCRIPTION
|
|
Asset
Purchase Agreement by and between California Cryobank Stem Cell
Services LLC and Cord Blood America, Inc., dated February 6, 2018
(incorporated herein by reference to Exhibit 2.1 to Current Report
on Form 8-K of the Company dated February 8, 2018)
|
|
|
Amended
and Restated Articles of Incorporation of Cord Blood America, Inc.
(filed as Exhibit 3.0 to the Company’s Registration Statement
on Form 10-SB filed with the SEC on May 6, 2004 and incorporated
herein by reference)
|
|
|
Articles
of Amendment to Articles of Incorporation (filed as Exhibit 3.1 to
the Company’s Current Report on Form 8-K filed with the SEC
on August 29, 2008 and incorporated herein by
reference)
|
|
|
Articles
of Amendment to the Articles of Incorporation of Cord Blood
America, Inc. (filed as Exhibit 3.01 to the Company’s Current
Report on Form 8-K filed with the SEC on March 31, 2009 and
incorporated herein by reference)
|
|
|
Articles
of Amendment to the Articles of Incorporation of Cord Blood
America, Inc. (filed as Exhibit 3.1(IV) to the Company’s
Quarterly Report on Form 8-K filed with the SEC on May 23, 2011 and
incorporated herein by reference)
|
|
|
Articles
of Amendment to the Articles of Incorporation of Cord Blood
America, Inc. (filed as Exhibit 3.1(V) to the Company’s
Quarterly Report on Form 8-K filed with the SEC on May 23, 2011 and
incorporated herein by reference)
|
|
|
Articles
of Amendment to the Articles of Incorporation of Cord Blood
America, Inc. (filed as Exhibit 3.1 to the Company’s Current
Report on Form 8-K filed with the SEC on September 27, 2012 and
incorporated herein by reference)
|
|
|
Articles
of Amendment to the Articles of Incorporation of Cord Blood
America, Inc. (filed as Exhibit 3.(i) to the Company’s
Current Report on Form 8-K filed with the SEC on August 10, 2015
and incorporated herein by reference)
|
|
|
Articles
of Amendment to the Articles of Incorporation of Cord Blood
America, Inc. (filed as Exhibit 3.1 to the Company’s Current
Report on Form 8-K filed with the SEC on April 26, 2018 and
incorporated herein by reference)
|
|
|
Articles
of Amendment to the Articles of Incorporation of Cord Blood
America, Inc. (filed as Exhibit 3.1 to the Company’s Current
Report on Form 8-K filed with the SEC on May 17, 2018 and
incorporated herein by reference)
|
|
|
Articles
of Amendment to the Articles of Incorporation of CBA Florida, Inc.
(filed as Exhibit 3.1 to the Company’s Current Report on Form
8-K filed with the SEC on May 25, 2018 and incorporated herein by
reference)
|
|
|
Articles
of Amendment to the Articles of Incorporation of CBA Florida, Inc.
(filed as Exhibit 3.1 to the Company’s Current Report on Form
8-K filed with the SEC on May 31, 2018 and incorporated herein by
reference)
|
|
|
Amended
and Restated Bylaws of Cord Blood America, Inc. (filed as Exhibit
3.1 to the Company’s Registration Statement on Form 10-SB
filed with the SEC on May 6, 2004 and incorporated herein by
reference)
|
|
|
Second
Amended and Restated Bylaws of Cord Blood America, Inc. (filed as
Exhibit 3 to the Company’s Current Report on Form 8-K filed
with the SEC on May 29, 2015 and incorporated herein by
reference)
|
|
Form of
Common Stock Share Certificate of Cord Blood America, Inc. (filed
as Exhibit 4.0 to the Company’s Registration Statement on
Form 10-SB filed with the SEC on May 6, 2004 and incorporated
herein by reference)
|
|
|
Tax
Benefits Preservation Plan, dated as of April 25, 2018, by and
between Cord Blood America, Inc. and Issuer Direct Corporation, as
rights agent (filed as Exhibit 4.1 to the Company’s Current
Report on Form 8-K filed with the SEC on April 26, 2018 and
incorporated herein by reference)
|
|
|
2011
Flexible Stock Option Plan (filed as Exhibit 4.1 to the
Company’s Registration Statement on Form S-8 filed with the
SEC on June 3, 2011 and incorporated herein by
reference)
|
|
|
Voting
Agreement, dated February 6, 2018, by and among California Cryobank
Stem Cell Services LLC, Cord Blood America, Inc., Red Oak Fund, LP,
The Red Oak Long Fund, LP and Pinnacle Opportunities Fund, LP
(incorporated herein by reference to Exhibit 10.1 to Current Report
on Form 8-K of the Company dated February 8, 2018)
|
|
21*
|
|
List of
Subsidiaries
|
23.1*
|
|
Consent
of RBSM LLP
|
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
|
32.1
*
|
|
Certification
of the Company’s Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002.
|
|
CBA FLORIDA, INC.
|
|
|
|
|
|
|
|
By:
|
/s/Anthony
Snow
|
|
|
|
President
|
|
|
|
(Principal
Executive Officer,
Principal Financial
Officer and
Principal
Accounting Officer)
|
|
/s/Anthony
Snow
|
|
|
President
(Principal
Executive Officer,
Principal
Financial Officer,
Principal
Accounting Officer)
|
|
April
1, 2019
|
|
|
|
/s/David
Sandberg
|
|
|
Chairman
and Director
|
|
April
1, 2019
|
/s/Anthony
Snow
|
|
|
Director
|
|
April
1, 2019
|
/s/Timothy
McGrath
|
|
|
Director
|
|
April
1, 2019
|
/s/Adrian
Pertierra
|
|
|
Director
|
|
April
1, 2019
|
|
|
|
|
|
Page
|
|
|
Report of Independent Registered Public Accounting
Firm
|
|
|
F-2
|
|
|
|
|
|
|
Consolidated Balance Sheets
|
|
|
F-3
|
|
|
|
|
|
|
Consolidated Statements of Operations
|
|
|
F-4
|
|
|
|
|
|
|
Consolidated Statement of Stockholders’ Equity
|
|
|
F-5
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
F-6
|
|
|
|
|
|
|
Notes to the Consolidated Financial Statements
|
|
|
F-7
|
|
/s/RBSM
LLP
|
|
|
|
We have
served as the Company’s auditor since 2015.
|
|
|
|
Larkspur,
CA
|
|
|
|
April
1, 2019
|
|
|
December 31,
2018
|
December 31,
2017
|
ASSETS
|
|
|
Current
assets:
|
|
|
Cash
|
$
12,412,583
|
$
1,069,917
|
Accounts
receivable, net of allowance for doubtful accounts of $0 and
$26,429, respectively
|
11,876
|
61,698
|
Receivable
- Biocells net of discount $0 and $26,044, respectively (current
portion)
|
--
|
28,956
|
Prepaid
expenses
|
113,259
|
146,478
|
Assets
held for sale
|
--
|
1,130,032
|
Total
current assets
|
12,537,718
|
2,437,081
|
|
|
|
Cash
held in escrow
|
3,000,674
|
--
|
Property
and equipment, net of accumulated depreciation and amortization of
$0 and $761,685, respectively
|
--
|
9,092
|
Other
assets
|
31,478
|
19,292
|
Receivable
– Biocells net of discount $0 and $113,996, respectively
(long term portion)
|
--
|
391,004
|
Total
assets
|
$
15,569,870
|
$
2,856,469
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
Current
liabilities:
|
|
|
Accounts
payable
|
$
109,689
|
$
371,169
|
Income
tax payable
|
618,176
|
--
|
Sales
tax payable & other
|
116,000
|
--
|
Deferred
tax liability
|
503,577
|
--
|
Accrued
expenses
|
64,902
|
93,233
|
Severance
payable
|
--
|
26,764
|
Liabilities
held for sale
|
--
|
1,381,215
|
Total
current liabilities
|
1,412,344
|
1,872,381
|
|
|
|
Total
liabilities
|
1,412,344
|
1,872,381
|
|
|
|
Stockholders'
equity:
|
|
|
Preferred
stock, $.0001 par value, 5,000,000 shares authorized, no shares
outstanding
|
--
|
--
|
Common
stock, $.0001 par value, 2,890,000,000 shares authorized,
1,272,066,146 outstanding
|
127,207
|
127,207
|
Additional
paid-in capital
|
53,954,510
|
53,954,510
|
Common
stock held in treasury stock, 20,000 shares
|
(599,833
)
|
(599,833
)
|
Accumulated
deficit
|
(39,324,358
)
|
(52,497,796
)
|
Total
stockholders’ equity
|
14,157,526
|
984,088
|
Total
liabilities and stockholders’ equity
|
$
15,569,870
|
$
2,856,469
|
|
Year Ended
|
Year Ended
|
|
December 31,
2018
|
December 31,
2017
|
Revenue
|
$
--
|
$
--
|
Cost
of services
|
--
|
--
|
Gross
profit
|
--
|
--
|
Administrative
and selling expenses
|
(3,876,585
)
|
(1,699,346
)
|
Loss
from operations
|
(3,876,585
)
|
(1,699,346
)
|
|
|
|
Interest
expense and change in derivative liability
|
--
|
55,243
|
Other
income
|
104,724
|
27,542
|
Loss
from continuing operations before income taxes
|
(3,771,861
)
|
(1,616,561
)
|
Income
tax benefit
|
714,624
|
--
|
Net
loss from continuing operations
|
(3,057,537
)
|
(1,616,561
)
|
Net
income from discontinued operations, net of tax
|
16,230,675
|
2,023,973
|
Net income
|
$
13,173,438
|
$
407,412
|
|
|
|
Basic loss from continuing operations per share
|
$
0.00
|
$
0.00
|
Diluted loss from continuing operations per share
|
$
0.00
|
$
0.00
|
|
|
|
Basic earnings from discontinued operations per share
|
$
0.01
|
$
0.00
|
Diluted earnings from discontinued operations per
share
|
$
0.01
|
$
0.00
|
|
|
|
Basic earnings per share
|
$
0.01
|
$
0.00
|
Diluted earnings per share
|
$
0.01
|
$
0.00
|
|
|
|
Weighted average common shares outstanding
|
|
|
Basic
weighted average common shares outstanding
|
1,272,066,146
|
1,272,066,146
|
Diluted
weighted average common shares outstanding
|
1,272,066,146
|
1,272,066,146
|
●
|
CBAI and Cord specialized in providing private cord blood and cord
tissue stem cell services. Additionally, the Company was in the
business of procuring birth tissue for organizations utilizing the
tissue in the transplantation and/or research of therapeutic
products.
|
●
|
Properties was formed to hold corporate trademarks and other
intellectual property.
|
●
|
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.
|
|
2018
|
2017
|
Balance
as of beginning of period
|
$
—
|
$
109,731
|
Change
in fair value of derivative
|
—
|
(109,731
)
|
Reversal
of derivative liability associated with payoff of the convertible
note payable
|
—
|
—
|
Balance
as of end of period
|
$
—
|
$
—
|
Other
current assets
|
$
|
45,391
|
|
Total
current assets
|
|
45,391
|
|
Customer contracts
and relationships, net of amortization
|
|
953,490
|
|
Property, plant
& equipment, less accumulated depreciation
|
|
23,685
|
|
Total
assets
|
$
|
1,022,566
|
|
|
|
|
|
Deferred
revenue
|
$
|
1,496,104
|
|
Total
liabilities
|
$
|
1,496,104
|
|
|
|
|
|
The
gain on sale of assets was reported during the period was
determined as follows:
|
|
|
|
Total
assets sold
|
$
|
1,022,566
|
|
Total
liability sold
|
|
1,496,104
|
|
Net
liability sold
|
|
473,538
|
|
|
|
|
|
Cash
received
|
|
12,500,000
|
|
Cash in
escrow
|
|
3,000,000
|
|
Total
consideration
|
|
15,500,000
|
|
|
|
|
|
Net
gain from sales of assets
|
$
|
15,973,537
|
|
|
December
31,
2018
|
December
31,
2017
|
ASSETS
|
|
|
Inventory
|
$
--
|
$
45,762
|
Property and
equipment, net of accumulated depreciation
|
--
|
35,152
|
Customer contracts
and relationships, net of accumulated amortization
|
--
|
1,049,118
|
Total
assets
|
$
--
|
$
1,130,032
|
|
|
|
LIABILITIES
|
|
|
|
|
|
Deferred
revenue
|
$
--
|
$
1,381,215
|
Total
liabilities
|
$
--
|
$
1,381,215
|
|
Year
Ended
|
Year
Ended
|
|
December
31,
2018
|
December
31,
2017
|
Revenue
|
$
1,108,382
|
$
2,994,676
|
Cost of
services
|
(473,312
)
|
(680,750
)
|
Gross
profit
|
635,070
|
2,313,926
|
Depreciation and
amortization
|
(99,231
)
|
(289,953
)
|
Income from
Discontinued Operations
|
535,839
|
2,023,973
|
FamilyCord
reimbursement
|
435,923
|
--
|
Gain on sale of
assets
|
15,973,537
|
--
|
Income from
discontinued operations before taxes
|
16,945,299
|
2,023,973
|
Income
taxes
|
714,624
|
--
|
Net income from
discontinued operations
|
17,659,923
|
2,023,973
|
|
Year
Ended
|
Year
Ended
|
|
December
31,
2018
|
December
31,
2017
|
Cash provided by
discontinued operations
|
$
3,289,116
|
$
2,277,550
|
Cash provided by
investing activities of discontinued operations
|
$
12,500,000
|
$
--
|
|
Useful
Life
(Years)
|
December
31,
2018
|
December
31,
2017
|
Furniture and
fixtures
|
1-5
|
$
17,597
|
$
17,597
|
Computer
equipment
|
5
|
124,466
|
124,466
|
Laboratory
Equipment
|
1-5
|
5,837
|
5,837
|
Freezer
equipment
|
7-15
|
34,699
|
34,699
|
Leasehold
Improvements
|
5
|
102,862
|
102,862
|
|
|
285,461
|
285,461
|
Less: accumulated
depreciation and amortization
|
|
(285,461
)
|
(276,369
)
|
|
|
$
--
|
$
9,092
|
Assets
held for sale:
|
|
|
|
Furniture
and fixtures
|
1-5
|
$
--
|
$
5,432
|
Computer
equipment
|
5
|
--
|
93,339
|
Laboratory
Equipment
|
1-5
|
--
|
92,351
|
Freezer
equipment
|
7-15
|
--
|
329,526
|
|
|
--
|
520,648
|
Less: accumulated
depreciation and amortization
|
|
--
|
(485,496
)
|
|
|
$
--
|
$
35,152
|
|
December
31,
2018
|
December
31,
2017
|
|
|
|
On September 29,
2014, the Company closed a transaction selling its stake in
BioCells to Diego Rissola; current President. Payments
are to be made annually, after June of 2015, and the last payment
due on or before June 1, 2025.
|
$
--
|
$
560,000
|
|
|
|
Unamortized
discount on BioCells note receivable
|
--
|
(140,040
)
|
|
$
--
|
$
419,960
|
|
Rent
|
|
to be
paid.
|
2019
|
145,835
|
Total
|
$
145,835
|
|
Stock
Options
|
Weighted Average
Exercise Price
|
Weighted Avg.
Contractual
Remaining
Life
|
|
|
|
|
Outstanding,
December 31, 2017
|
4,307,994
|
0.69
|
2.06
|
Granted
|
--
|
--
|
--
|
Exercised
|
--
|
--
|
--
|
Forfeited/Expired
|
--
|
--
|
--
|
Outstanding
December 31, 2018
|
4,307,994
|
0.69
|
1.06
|
Exercisable
December 31, 2018
|
4,307,994
|
0.69
|
1.06
|
Range
of
Exercise
Prices
|
Number
of
Options
|
Weighted
Average
Remaining
Contractual
Life
(years)
|
Weighted
Average
Exercise
Price
|
Number
of
Options
Exercisable
|
Weighted
Average
Exercise
Price
|
$
0.53 — 1.11
|
4,307,994
|
1.06
|
$
0.69
|
4,307,994
|
$
0.69
|
|
4,307,994
|
1.06
|
$
0.69
|
4,307,994
|
$
0.69
|
|
Years Ended December 31,
|
|
|
2018
|
2017
|
Loss
from continuing operations
|
$
(3,771,861
)
|
$
(1,616,561
)
|
Income
from discontinued operations
|
16,945,299
|
2,023,973
|
Income
before taxes
|
$
13,173,438
|
$
407,412
|
|
Years Ended December 31,
|
|
|
2018
|
2017
|
|
|
|
U.S.
Federal Tax
|
$
1,577,221
|
$
-
|
State
and Local Tax
|
123,393
|
|
Current
Income Tax
|
$
1,700,614
|
|
Deferred U.S.
Federal Tax
|
503,577
|
|
Total Income
Tax
|
$
2,204,191
|
$
-
|
|
2018
|
2017
|
Net
operating loss carryforwards
|
$
65,559
|
$
9,016,972
|
Other
deferred tax assets
|
38,648
|
22,350
|
Gain
Liability
|
(546,908
)
|
—
|
|
|
|
Deferred
tax liabilities, long-lived assets
|
—
|
(391,532
)
|
Valuation
allowance
|
(60,876
)
|
(8,647,790
)
|
Net
deferred tax assets (liabilities)
|
$
(503,577
)
|
$
—
|
Date:
April 1, 2019
|
By:
|
/s/
Anthony
Snow
|
|
|
Name:
|
Anthony
Snow
|
|
|
Title:
|
President
Principal
Financial and Accounting Officer
|
|
Date:
April 1, 2019
|
By:
|
/s/
Anthony
Snow
|
|
|
Name:
|
Anthony
Snow
|
|
|
Title:
|
President
Principal
Financial and Accounting Officer
|
|