================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D. C. 20549 ------------------ FORM 10-QSB ------------------ (Mark One) [X] Quarterly report under Section 13 or 15(d) of the Securities and Exchange Act of 1934 for the quarterly period ended June 30, 2006. [ ] Transition report pursuant to Section 13 or 15(d) of the Exchange Act for the transition period from _____ ____________ to ____________ . Commission File Number: 000-50746 Cord Blood America, Inc. (Exact name of registrant as specified in charter) Florida 65-1078768 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9000 W. Sunset Boulevard, Suite 400, West Hollywood, CA 90069 (Address of principal executive offices) (310) 432-4090 (Registrant's Telephone Number, including Area Code) Check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of June 30, 2006: 40,541,845 shares of common stock, par value $.0001 per share. Transitional Small Business Disclosure Format: YES [ ] NO [X] ================================================================================ CORD BLOOD AMERICA, INC. AND SUBSIDIARIES INDEX TO FORM 10-QSB PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements (unaudited) Consolidated Balance Sheet (unaudited) as of June 30, 2006 Consolidated Statements of Operations (unaudited) for the six months ended June 30, 2006 and 2005 Consolidated Statements of Operations (unaudited) for the three months ended June 30, 2006 and 2005 Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2006 and 2005 Notes to Consolidated Financial Statements (unaudited) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (including cautionary statement) Item 3. Controls and Procedures PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Securities Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures PART I. FINANCIAL INFORMATION ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CORD BLOOD AMERICA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (UNAUDITED) AS OF JUNE 30, 2006 ASSETS Current assets: Cash $ 188,257 Accounts receivable, net of allowance for doubtful accounts of $20,672 427,934 ------------ Total current assets 616,191 Property and equipment, net of accumulated depreciation and amortization of $16,963 27,692 Deposits 21,756 Prepaid expenses 84,453 Goodwill 12,077 Customer contracts and relationships, net of amortization of $6,684 247,302 Domain name, net of amortization of $11 389 Other assets 670 ------------ Total assets $ 1,010,531 ============ LIABILITIES AND CAPITAL DEFICIT Current liabilities: Accounts payable $ 534,233 Accrued expenses 435,934 Deferred revenue 495,624 Due to stockholders 51,012 Capital lease obligations, current portion 4,565 Promissory notes payable, net of unamortized discount of $293,200 4,706,800 ------------ Total current liabilities 6,228,169 Capital lease obligations, net of current portion 3,706 ------------ Total liabilities 6,231,875 Capital deficit: Preferred stock, $.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding -- Common stock, $.0001 par value, 100,000,000 shares authorized 74,541,845 shares issued and outstanding 7,454 Additional paid-in capital 20,596,946 Deferred Consideration (3,152,156) Common stock held in treasury stock, 34,000,000 shares (11,560,000) Accumulated deficit (11,113,588) ------------ Total capital deficit (5,221,344) ------------ Total liabilities and capital deficit $ 1,010,531 ============ 3 CORD BLOOD AMERICA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 SIX-MONTH PERIOD SIX-MONTH PERIOD ENDED ENDED JUNE 30, JUNE 30, 2006 2005 ------------ ------------ Revenue $ 1,723,489 $ 1,485,396 Cost of services (1,295,738) (1,086,594) ------------ ------------ Gross profit 427,751 398,802 Administrative and selling expenses (2,426,991) (2,521,426) ------------ ------------ Loss from Operations (1,999,239) (2,122,624) ------------ ------------ Interest expense (982,455) (140,709) ------------ ------------ Net loss before income taxes (2,981,694) (2,263,333) Income taxes -- -- ------------ ------------ Net loss $ (2,981,694) $ (2,263,333) ============ ============ Basic and diluted loss per share $ (0.07) $ (0.07) ============ ============ Weighted average common shares outstanding 40,366,699 30,246,827 ============ ============ 5 CORD BLOOD AMERICA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED JUNE 30, 2006 AND 2005 THREE-MONTH THREE-MONTH PERIOD ENDED PERIOD ENDED JUNE 30, JUNE 30, 2006 2005 ------------ ------------ Revenue $ 1,067,111 $ 665,582 Cost of services (768,540) (480,729) ------------ ------------ Gross profit 298,572 184,853 Administrative and selling expenses (1,076,935) (1,324,140) ------------ ------------ Loss from Operations (778,363) (1,139,287) ------------ ------------ Interest expense (489,208) (94,103) ------------ ------------ Net loss before income taxes (1,267,571) (1,233,390) Income taxes -- -- ------------ ------------ Net loss $ (1,267,571) $ (1,233,390) ============ ============ Basic and diluted loss per share $ (0.03) $ (0.04) ============ ============ Weighted average common shares outstanding 40,541,845 34,124,663 ============ ============ 6 CORD BLOOD AMERICA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 SIX-MONTH SIX-MONTH PERIOD ENDED PERIOD ENDED ----------- ----------- JUNE 30, JUNE 30, 2006 2005 ----------- ----------- Cash flows from operating activities: Net loss $(2,981,694) (2,263,333) Adjustments to reconcile net loss to net cash used in operating activities: Issuance of stock for services -- 1,099,868 Loan Costs Paid in Cash -- -- Shares issued as compensation 44,759 -- Amortization of Deferred Consideration 630,431 -- Provision for uncollectible accounts 14,734 6,437 Depreciation 7,093 4,807 Amortization of discount on warrants 97,735 69,221 Fixed Asset write off 4,539 -- Share based compensation 181,231 -- Customer Contracts and Relationships 6,694 -- Changes in operating assets and liabilities: Accounts receivable (288,294) (10,308) Deposits (362) (1,392) Other assets -- -- Prepaid Expenses (75,526) (24,799) Accounts payable 220,930 345,930 Accrued expenses 212,776 (38,256) Deferred revenue 261,782 25,285 Due to Related Party -- -- ----------- ----------- Net cash used in operating activities (1,663,172) (786,540) Cash flows from investing activities: Purchase of property and equipment (13,515) (4,483) Redemption (Purchase) of certificates of deposit -- 75,000 Purchase of Cryobank (120,000) -- Net cash provided by investing activities (133,515) 70,517 Cash flows from financing activities: Proceeds from the issuance of loans payable -- 545,000 Payments on loans payable -- (31,362) Proceeds from the issuance of notes payable -- -- Payments on notes payable -- -- Payments on capital lease obligations (2,109) (1,317) Net repayments on line of credit -- (6,484) Proceeds from advance from officer -- 50,791 Payments on advance from officer (28,134) -- Proceeds from issuance of common stock -- 73,085 ----------- ----------- Net cash provided by financing activities (30,243) 629,713 ----------- ----------- Net increase (decrease) in cash (1,826,930) (86,310) Cash and cash equivalents, at beginning of period 2,015,187 120,216 ----------- ----------- Cash and cash equivalents, at end of period 188,257 33,906 =========== =========== 7 CORD BLOOD AMERICA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 SIX-MONTH SIX-MONTH PERIOD ENDED PERIOD ENDED ----------- ----------- JUNE 30, JUNE 30, 2006 2005 ----------- ----------- Supplemental disclosures of cash flow information: Cash paid for interest $ 1,348 52,005 =========== =========== Supplemental disclosures of non-cash investing and financing activities: Discount on issuance of debt with detachable warrants 97,735 123,147 =========== =========== Issuance of shares for the acquisition of Family Marketing, Inc. -- 16,184 =========== =========== Acquisition of computer equipment under capital lease obligations $ 2,567 2,058 =========== =========== Debt repaid through issuance of common stock $ -- -- =========== =========== 8 CORD BLOOD AMERICA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2006 (1) BASIS OF PRESENTATION The accompanying unaudited financial statements of Cord Blood America, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with Item 310 of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The financial statements reflect all normal recurring adjustments, which, in the opinion of management, are considered necessary for a fair presentation of the results for the periods shown. The results of operations for the periods presented are not necessarily indicative of the results expected for the full fiscal year or for any future period. Certain prior period amounts have been reclassified to conform to the current period presentation. The information included in these unaudited financial statements should be read in conjunction with Management's Discussion and Analysis and Plan of Operations contained in this report and the audited financial statements and accompanying notes included in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) BASIS OF CONSOLIDATION The consolidated financial statements include the accounts of the Cord Blood America, Inc. ("Cord Blood") and its wholly owned subsidiaries, Cord Partners, Inc. ("Cord"), CBA Professional Services, Inc. D/B/A BodyCells, Inc. ("BodyCells"), CBA Properties, Inc. ("Properties"), Career Channel Inc, D/B/A Rainmakers International ("Rain") and Family Marketing, Inc. ("Family"). Significant inter-company balances and transactions have been eliminated upon consolidation. (b) ORGANIZATION AND DESCRIPTION OF BUSINESS Cord Blood, formerly D&A Lending, Inc., was incorporated in the State of Florida on October 12, 1999. Cord Blood's headquarters are located in Los Angeles, California. Cord specializes in providing private cord blood stem cell preservation services to families. BodyCells is a developmental stage company and intends to be in the business of collecting, processing and preserving peripheral blood and adipose tissue stem cells allowing individuals to privately preserve their stem cells for potential future use in stem cell therapy. Properties was formed to hold the corporate trademarks and any other intellectual property of Cord Blood. Rain specializes in creating direct response television and radio advertising campaigns, including media placement and commercial production. Family specializes in delivering leads through internet based lead generation to corporate customers in the business of family based products and services. The accompanying financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that may be necessary in the event Cord Blood cannot continue as a going concern. See Note 2 to the financial statements for a discussion of management's plans and intentions. 9 (c) DEFERRED REVENUE Deferred revenue for Cord consists of payments for enrollment in the program and processing of umbilical cord blood by customers whose samples have not been collected, as well as the pro-rata share of annual storage fees for customers whose samples were stored during the year. For Cord customers who have enrolled in the Annual Payment Option, revenue is neither deferred nor recognized at the time the sample is collected. Instead, revenue is recognized in the amount of each payment as payment is received. Deferred revenue for Rain and Family consists of payments for per inquiry leads that have not yet been delivered or media buys that have not yet been placed. (d) REVENUE RECOGNITION We recognize revenue under the provisions of Staff Accounting Bulletin ("SAB") 104 "Revenue Recognition". Cord provides a combination of products and services to customers. This combination arrangement is evaluated under Emerging Issues Task Force (Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables," ("EITF 00-21"). EITF 00-21 addresses certain aspects of accounting for arrangements under multiple revenue generating activities. CBA elected early adoption of EITF 00-21. Cord recognizes revenue from both enrollment fees and processing fees upon the completion of processing while storage fees are recognized ratably over the contractual storage period unless the customer enrolls in the Annual Payment Option. For Cord customers who have enrolled in the Annual Payment Option, revenue is recognized in the amount of each payment as payment is received. Rain generates revenue from packaged advertising services, including media buying, marketing and advertising production services. Rain's advertising service revenue is recognized when the media ad space is sold and the advertising occurs. Rain's advertising production service revenue is derived through the production of an advertising campaign including, but not limited to audio and video production, establishment of a target market and the development of an advertising campaign. Rain recognizes revenue generated from packaged advertising services provided to our clients using the "Gross" basis of Emerging Issues Task Force No. 99-19, "Reporting Revenue Gross as a Principal versus Net as an Agent" (EITF 99-19). Rain's revenue recognition policy involves significant judgments and estimates about the ability to collect. We assess the probability of collection based on a number of factors, including past transaction history and/or the creditworthiness of our clients' customers, which is based on current published credit ratings, current events and circumstances regarding the business of our client's customer and other factors that we believe are relevant. If we determine that collection is not reasonably assured, we defer revenue recognition until such time as collection becomes reasonably assured, which is generally upon receipt of cash payment. Both Rain and Family recognize revenue generated through per inquiry advertising as the per inquiry leads are delivered to the customer. (e) COST OF SERVICES Costs for Cord are incurred as umbilical cord blood is collected. These costs include the transport of the umbilical cord blood from the hospital to the lab, the lab's processing fees and royalties. Cord expenses costs in the period incurred and does not defer any costs of sales. Costs for Rain include commercial productions costs, lead generation costs and media buys. Costs for Family include lead generation. 10 (f) ACCOUNTING FOR STOCK COMPENSATION PLAN Effective January 1, 2006, we adopted Statement of Financial Accounting Standards ("SFAS") No. 123(R), Share-Based Payment, using the modified prospective application transition method. Prior to January 1, 2006, we accounted for share-based compensation with employees using the intrinsic value based method of accounting, under which no compensation expense is recognized for stock option awards granted at fair market value. With the adoption of SFAS No. 123(R), there will be an increase in compensation expense. The increase has had a material impact on our results of operations but not on our cash flows. The following table illustrates the effect on net loss and loss per share if the fair value based method had been applied to all outstanding awards in each period: Six months Six months ended ended June 30, June 30, 2006 2005 ----------- ----------- Net loss, as reported $(2,981,694) (2,263,333) Add: stock-based compensation expense included in reported net loss net of related tax effects 181,231 3,053 ----------- ----------- Deduct: total stock-based compensation expense determined under the fair value method for all awards, net of related tax effects (181,231) (49,289) ----------- ----------- Pro forma net loss $(2,981,694) (2,309,569) =========== =========== Basic and diluted loss per common share, as reported $ (0.07) (0.08) =========== =========== Basic and diluted loss per common share, pro forma $ (0.07) (0.08) =========== =========== (g) NET LOSS PER SHARE Net loss per common share is calculated in accordance with SFAS No. 128, Earnings per Share. Basic net loss per share is computed by dividing the net loss by the weighted average common shares outstanding of 40,366,699 and 30,246,827 for the six-months ended June 30, 2006 and 2005, respectively. Cord Blood had 3,047,420 and 2,778,168 outstanding options to acquire common stock at June 30, 2006 and 2005, respectively, and warrants to purchase 23,570,000 and 2,000,000 shares at June 30, 2006 and 2005, respectively which are not included in the computation of net loss per common share because the effects of inclusion are anti-dilutive. (2) MANAGEMENT'S PLANS AND INTENTIONS Cord Blood's consolidated financial statements have been prepared assuming it will continue as a going concern. Cord Blood has experienced recurring net losses from operations, which losses have caused an accumulated deficit of approximately $11,113,588 as of June 30, 2006. In addition, Cord Blood has consumed cash in its operating activities of approximately $1,663,172 for the six months ending June 30, 2006 and has a working capital deficit of approximately $5,611,978 as of June 30, 2006. These factors, among others, raise substantial doubt about Cord Blood's ability to continue as a going concern. 11 Management has been able, thus far, to finance the losses, as well as the growth of the business, through private placements of its common stock, the issuance of debt and proceeds from the Equity Distribution Agreement and Securities Purchase Agreement. Cord Blood is continuing to attempt to increase revenues within its core businesses. Recently, management shifted some of Cord Blood's personnel to assist in growing its subsidiary, Family. We believe growing Family using our existing resources will help improve our cash flow and help us approach profitability more rapidly. In addition, Cord Blood is exploring alternate ways of generating revenues through acquiring other businesses in the stem cell industry. The ongoing execution of Cord Blood's business plan is expected to result in operating losses over the next twelve months. There are no assurances that Cord Blood will be successful in achieving its goals of increasing revenues and achieving profitability. In view of these conditions, Cord Blood'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 Cord Blood cannot continue as a going concern. (3) ACCRUED EXPENSES The components of accrued expenses at June 30, 2006 are summarized as follows: June 30, 2006 Accrued salaries and benefits $ 120,870 Accrued interest 259,722 Deferred Rent 11,903 Other 43,439 --------- $ 435,934 ========= (4) NOTES AND LOANS PAYABLE In March 2005, Cord Blood entered into a Standby Equity Distribution Agreement (the "Equity Agreement") with Cornell Capital Partners L.P. ("Cornell") whereby Cord Blood could sell up to $5,000,000 of Cord Blood's common stock to Cornell at Cord Blood's discretion over a 24-month period. The Equity Agreement and the respective rights and obligations were terminated on December 26, 2005. Prior to termination, the Equity Agreement allowed the Company to sell shares of common stock to the investor group in incremental advances not to exceed $250,000. The shares of common stock issued at each advance were calculated based on 98% of the lowest volume weighted average price of Cord Blood's common stock for the five day period after the request for an advance was received. The investment company also received a 5% fee for each advance. The Equity Agreement called for the issuance of 1,239,029 shares of common stock as a one time commitment fee. Prior to any advances, the Securities and Exchange Commission declared effective a registration statement registering the resale of Cord Blood's securities in accordance with the Equity Agreement. In connection with the Equity Agreement, Cord Blood entered into a Placement Agency Agreement (the "Agent Agreement") with a registered broker-dealer to act as the placement agent for Cord Blood. The Agent Agreement called for a placement agent fee of $10,000 paid by the issuance of 51,626 shares of Cord Blood's common stock. On April 27, 2005, Cord Blood issued a promissory note to Cornell in the amount of $350,000. The promissory note accrued interest at a rate of 12% per annum and was due and payable nine months from the date of issuance. On April 28, 2005, $175,000 of the $350,000 loan was funded by Cornell. Pursuant to the terms of the note Cord Blood issued Cornell a detachable warrant to purchase 1,000,000 shares of common stock at an exercise price of $0.20 per share. The estimated relative fair value of the warrants of approximately $163,000 was recorded as interest expense. In July 2005, Cornell exercised its right to purchase 1,000,000 shares at $0.20 per share. 12 On June 21, 2005, Cord Blood issued an Amended and Restated Promissory Note to Cornell in the amount of $600,000 which replaced the Promissory Note dated April 27, 2005 and received $300,000 towards this amended and restated Promissory Note. The Promissory Note accrued interest at 12% per annum. These promissory notes were re-paid with the proceeds of a stock issuance in 2005. On July 13, 2005 Cornell issued a promissory note in the amount of $500,000. The principal amount of $500,000 was funded to Cord Blood on July 14, 2005. The promissory note was non-interest bearing unless an event of default occurred. The note was due and payable on or before August 1, 2005. Full payment was made on July 25, 2005 from the proceeds of a stock issuance. During the three months ended September 30, 2005, Cord Blood re-paid $1,360,553 in interest and principal on an outstanding loan with Cornell through the proceeds of issuing 3,568,734 shares of common stock. At September 30, 2005, all of the loans relating to the Equity Agreement had been paid. On December 26, 2005, Cord Blood and Cornell amended and restated the $3,500,000 Debentures dated September 9, 2005 and funded the $1,500,000 Debentures pursuant to the Second Closing on December 28, 2005. The Securities Purchase Agreement ("SP Agreement") and the Registration Rights Agreement dated September 9, 2005 were also amended. The amended agreement states that Cord Blood shall issue and sell to Cornell, and Cornell shall purchase Five Million Dollars ($5,000,000) of secured convertible debentures, which shall be convertible into shares of Cord Blood's common stock, par value $0.0001, of which Three Million Five Hundred Thousand Dollars ($3,500,000) has been funded as of September 9, 2005 and One Million Five Hundred Thousand Dollars ($1,500,000) was funded on December 28, 2005 for a total purchase price of Five Million Dollars ($5,000,000). The interest rate has been amended to 10% per annum and the principal together with accrued but unpaid interest is due on or before December 23, 2008. The SP Agreement was amended to state Cord Blood shall pay Cornell or its designees a non refundable commitment fee of $375,000 (equal to seven and one half percent (7.5%) of the $5,000,000 Purchase Price), all of which has been paid. It also states Cord Blood agrees to take any and all appropriate action necessary to increase its authorized common stock to two hundred million (200,000,000) by March 1, 2006. This action has been approved by the Company's board and must still be voted on by the Company's shareholders at its annual meeting. The Investor Registration Rights Agreement that was entered into by Cord Blood and Cornell concurrently with the SP Agreement was amended to state the number of shares to be registered on the Initial Registration Statement, as defined in the Registration Right Agreement, is to be 60,000,000 shares underlying the Debentures. The initial registration statement was filed on February 13, 2006. The number of shares to be registered on the Second Registration Statement, as defined in the Registration Right Agreement, to be filed no later than thirty (30) days after Cord Blood has increased its authorized common stock to at least two hundred million (200,000,000) shares, are as follows: 13 a. Such number of shares of Common Stock equal to five (5) times the total principal balance of the Convertible Debentures remaining at the time the Second Registration Statement is filed divided by the conversion price in effect at the time the Second Registration Statement is filed. b. 7,000,000 Shares underlying the Warrant dated 9/9/05 c. 7,285,000 Shares underlying the Warrant dated 9/9/05 d. 8,285,000 Shares underlying the Warrant dated 9/9/05 On June 27, 2006, Cord Blood entered into an agreement with Cornell. The agreement amends certain terms of the SP Agreement, the Registration Rights Agreement and the Pledge and Escrow Agreement entered into on September 9, 2005. Pursuant to the agreement, the following changes have been agreed to by both parties. First, the time for Cord Blood to increase its authorized common stock to 200,000 million has been increased to August 18, 2006. Second, the deadline for Cord Blood to have the second Registration Statement declared effective by the SEC has been increased to September 30, 2006. Third, Cord Blood will waive the Conversion Restriction which restricts Cornell from converting any amounts of the outstanding principal of the Debentures at the Market Conversion Price prior to September 9, 2006. Fourth, in the event that Cord Blood does not have a sufficient number of authorized shares of Common Stock to issue Conversion Shares upon a conversion of the Debentures, Cord Blood is hereby authorized to issue to Cornell such number of shares otherwise reserved as Pledge Shares to Cornell and reduce the number of Pledged Shares by the amount of such issuance. The number of shares included in the amended registration statement have been reduced to 55,840,448. (5) COMMITMENTS AND CONTINGENCIES AGREEMENTS Cord is operating under an agreement with a not-for-profit company, Bergen Community Regional Blood Center, to process, test and store all umbilical cord blood samples collected. The agreement has a 10-year term, beginning June 30, 2002, and can be terminated by either party giving a 90-day notice. If the agreement is not terminated within 120-days of the end of the initial term, the agreement will renew on an annual basis for successive one-year terms. In March 2004, Cord entered into a Patent License Agreement with the holder of patents utilized in the collection, processing, and storage of umbilical cord blood to settle litigation against Cord for alleged patent infringements. The Patent License Agreement calls for royalties of 15% of processing and storage revenue, with a minimum royalty of $225 per specimen collected, on all specimens collected after January 1, 2004 until the patents expire in 2010. During the three months ended June 30, 2006 and 2005, Cord incurred approximately $65,561 and $43,900 respectively, in royalties to the Patent License Agreement. During the six months ended June 30, 2006 and 2005, Cord incurred approximately $119,613.15 and $95,500 respectively, in royalties to the Patent License Agreement. At June 30, 2006, approximately $56,600 is included in accounts payable relating to these fees. OPERATING LEASE In 2005 and 2004, Cord Blood entered into non-cancelable operating leases for office space and computer software which expire through October 2009. Commitments for minimum future rental payments, by year and in the aggregate, to be paid under the operating leases as of June 30, 2006, are as follows: 2007 $95,836 2008 102,479 2009 106.178 2010 94,822 2011 47,410 -------- $446,726 ======== 14 The total lease payments are recorded as rent expense on a straight-line basis over the lease periods, resulting in a deferred rent liability of $11,903, which is included in accrued expenses in the accompanying balance sheet. Total lease expense for operating leases, including those with terms of less than one year, amounted to approximately $33,490 and $45,510 for the six months ended June 30, 2006 and 2005, respectively. EMPLOYMENT AGREEMENTS On January 1, 2006, Cord Blood entered into one-year employment agreements with three executive officers, Matthew L. Schissler, Sandra D. Anderson and Noah J. Anderson (the "executive Agreements"). Pursuant to the Executive Agreements with Matthew L. Schissler, Mr. Schissler serves as Chairman and Chief Executive Officer of Cord Blood at an annual salary of $150,000 through December 31, 2006. The Executive Agreement entitles Mr. Schissler to receive a net year-end performance bonus of $25,000 as well as certain other benefits. Mr. Schissler is subject to non-competition and confidentiality requirements. Cord Blood may terminate Mr. Schissler's Executive Agreement at any time without cause. In such event, not later than the Termination Date specified in the Termination Notice (both as defined in the Executive Agreement), Cord Blood shall pay to Mr. Schissler an amount in cash equal to the sum of his Compensation determined as of the date of such Termination Notice through the remaining term of the Executive Agreement. Pursuant to the Executive Agreement with Sandra Anderson, Ms. Anderson will serve as Chief Financial Officer of Cord Blood at an annual salary of $108,000 through December 31, 2006. The Executive Agreement entitles Ms. Anderson to receive a quarterly performance bonus of up to $5,500 as well as certain other benefits. Ms. Anderson is subject to non-competition and confidentiality requirements. Cord Blood may terminate this Executive Agreement at any time without cause. In such event, not later than the Termination Date specified in the Termination Notice (both as defined in the Executive Agreement, Cord Blood shall pay to Ms. Anderson an amount in cash equal to the sum of her Compensation for 90 days determined as of the date of such Termination Notice Agreement (as defined in the Executive Agreement). Pursuant to the Executive Agreement with Noah J. Anderson, Mr. Anderson will serve as Chief Technology Officer of Cord Blood and President of Family at an annual salary of $108,000 through December 31, 2006. The Executive Agreement entitles Mr. Anderson to receive a quarterly performance bonus of up to 10% of Gross Profit of Family, a year-end bonus of up to 10% of Net Income of Family as well as certain other benefits. Mr. Anderson is subject to non-competition and confidentiality requirements. Cord Blood may terminate this Executive Agreement at any time without cause. In such event, not later than the Termination Date specified in the Termination Notice (both as defined in the Executive Agreement), Cord Blood shall pay to Mr. Anderson an amount in cash equal to the sum of his Compensation for 90 days determined as of the date of such Termination Notice Agreement (as defined in the Executive Agreement). COMPENSATION OF DIRECTORS On January 26, 2006, Cord Blood's board of directors approved a board compensation plan through 2008. Shares issued as compensation for one year of service in 2006 are based on $10,000 divided by the closing stock price on January 25, 2006. Shares issued as compensation for one year of service in 2007 and 2008 will be based on $10,000 divided by the closing stock price of the last business day of 2006 and 2007, respectively. 15 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On January 24, 2006, Cord, a Florida corporation and wholly-owned subsidiary of Cord Blood, a Florida corporation, completed the acquisition of certain assets from Cryobank for Oncologic and Reproductive Donors, Inc., a New York corporation ("Cryobank"), for the purchase price of $120,000 in cash and $140,000, or 703,518, unregistered shares of Cord Blood's common stock (the "Acquisition"). The Acquisition related to our collecting, testing, processing and preserving umbilical cord blood and included the assets and liabilities associated with approximately 750 umbilical cord blood samples, as well as three cryogenic freezers used for the storage of such umbilical cord blood samples. $253,986 of the purchase price was allocated to customer contracts and relationships, which will be amortized over 18 years. Pursuant to the terms of the acquisition agreement, Cord Blood registered the resale of the common stock Cryobank received in the Acquisition on a Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on February 13, 2006. (6) RELATED PARTY TRANSACTIONS AND COMMITMENTS In prior years, the Company received non-interest bearing advances from officers of Cord Blood. In November 2005, $15,000 of this advance was repaid and the balance remaining amounted to $45,541 at June 30, 2006. In January 2003, Cord entered into a Web Development and Maintenance Agreement (the "Web Agreement") for the development and maintenance of a website with a company whose president is a member of the board of directors of Cord Blood. The Web Agreement stipulates that Cord does not own the website; however, Cord maintains a license to utilize the site as long as the Web Agreement is in effect. The Web Agreement calls for commissions to be paid on sales and requests for information resulting in a sale generated through the website. The Web Agreement has an initial three-year term and renews automatically for additional three-year periods unless either party provides written notice at least 30 days prior to the end of the term. In March 2004, Cord cancelled the existing Web Agreement and signed a new Web Design and Maintenance Agreement. The new agreement replaced the commission payments with a flat monthly fee of $5,000 per month from March 2004 through May 2004 and $10,000 per month from June 2004 until termination of the Web Agreement. The new agreement also called for the issuance of 150,000 stock options with an exercise price of $0.25 per share, issued in April 2004, followed by another 150,000 stock options that were issued in 2005 at an exercise price of $1.00 per share. The new Web Agreement expired on March 31, 2006. On May 5, 2006, Cord entered into a new Web Development and Maintenance Agreement (the "Web Agreement") for the development and maintenance of a website with a company whose president is a member of the board of directors of Cord Blood. The Web Agreement replaced the agreement that expired on March 31, 2006. The Web Agreement calls for fees of $10,000 per month from April 2006 until termination in April 2008. At the beginning of each annual term, Cord Blood America will issue to Gecko Media so many shares of common stock of CBAI as will total a value of $10,000 at the closing sales price of CBAI stock on the date of issuance. During the six months ended June 30, 2006 and 2005, Cord incurred approximately $60,000 in each period, relating to the web development agreements. At June 30, 2006, Cord did not owe any money relating to these web development agreements. In April 2005, Family entered into an exchange agreement with Family Marketing, LLC where Family must pay quarterly royalty fees to Family Marketing, LLC. The president of Family Marketing, LLC is a member of the board of directors of Cord Blood. Royalty fees are calculated as 2% of gross profit. During the six months ended June 30, 2006, Family incurred approximately $6,700 in royalty fees. On January 1, 2006, Cord Blood entered into a one-year consulting agreement with Stephanie Schissler, Cord Blood's former President and Chief Operating Officer. Ms. Schissler is the spouse of the Company's Chief Executive Officer. The agreement entitles Ms. Schissler to a $10,000 per month retainer and stock option incentives for her services in relation to strategic corporate planning and other business related matters. The agreement automatically renews for a second year, unless a 60 day written notice of cancellation is provided by either Cord Blood or Ms. Schissler. 16 (7) SHARE BASED COMPENSATION Effective January 1, 2006, we adopted Statement of Financial Accounting Standards ("SFAS") No. 123(R), Share-Based Payment, using the modified prospective application transition method. Prior to January 1, 2006, we accounted for share-based compensation with employees using the intrinsic value based method of accounting, under which no compensation expense is recognized for stock option awards granted at fair market value. With the adoption of SFAS No. 123(R), there will be an increase in compensation expense. The increase has had a material impact on our results of operations but not on or our cash flows. Our net income for the six months ended June 30, 2006 includes $146,644 of compensation costs related to our stock-based compensation arrangements with employees. Our net income for the six months ended June 30, 2005 does not include any compensation costs related to our stock-based compensation arrangements with employees. STOCK OPTION PLAN. The Company's Share Option Plan permits the grant of share options to its employees, directors, consultants and independent contractors for up to 8 millions 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. During 2004 and 2005, the Company estimated the fair value of each stock option at the grant date using the Black-Scholes option-pricing model based on the following assumptions: Risk free interest rate 3.66% - 4.69% Expected life 8.95 years Dividend yield 0% Volatility 128.34% - 194.85% 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 following activity has occurred under our existing plan: WEIGHTED AVERAGE SHARES GRANT-DATE FAIR VALUE STOCK OPTION AWARDS: Nonvested Balance at January 1, 2006 3,176,400 $0.24 Granted -- -- Vested (390,500) $0.25 Forfeited (128,000) $0.25 Nonvested balance at June 30, 2006 2,657,900 $0.24 As of June 30, 2006, there was $394,484 of total unrecognized compensation costs related to employee stock options awards. These costs are expected to be recognized over a weighted average period of 1.60 years. 17 A summary of option activity under the employee stock option plan as of January 1, 2006, and changes during the six months ended June 30, 2006 is as follows: WEIGHTED AVERAGE REMAINING WEIGHTED AVERAGE CONTRACTUAL TERM AGGREGATE SHARES EXERCISE PRICE (YEARS) INTRINSIC VALUE OUTSTANDING: JANUARY 1, 2006 3,550,400 $0.24 9.07 $113,153 Granted -- -- -- -- Exercised -- -- -- -- Canceled (375,000) $0.25 -- -- Forfeited (128,000) $0.25 -- -- OUTSTANDING: JUNE 30, 2006 3,047,400 $0.24 8.80 $113,153 EXERCISABLE: JUNE 30, 2006 390,500 $0.25 8.10 $ 0 We did not receive any cash from stock option exercises for the six months ended June 30, 2006 as no options have been exercised to date. (8) STOCK OPTION AND WARRANT AGREEMENTS Cord Blood did not issued any options during the six months ending June 30, 2006. Cord Blood issued warrants to purchase shares of the company, in relation to its issuance of convertible debentures in 2005. The value of these warrants was $4,175,809, which was recorded as deferred consideration, presented against additional paid in capital, and amortized over the term of the convertible debentures. The following table summarizes the warrants outstanding and exercisable at June 30, 2006: ---------------------- -------------------------- ------------------------ ------------------------- ------------------- NUMBER OF WARRANTS EXERCISE MATURITY OUTSTANDING PRICE DATE ---------------------- -------------------------- ------------------------ ------------------------- ------------------- 1,000,000 $0.1875 09/16/2009 ---------------------- -------------------------- ------------------------ ------------------------- ------------------- 14,285,000 $0.35 09/09/2010 ---------------------- -------------------------- ------------------------ ------------------------- ------------------- 8,285,000 $0.40 09/09/2010 ---------------------- -------------------------- ------------------------ ------------------------- ------------------- 23,570,000 ---------------------- -------------------------- ------------------------ ------------------------- ------------------- (9) PREFERRED STOCK At inception, Cord Blood had 5,000,000 shares of preferred stock authorized. In March 2004, the board of directors of Cord Blood amended the company's articles of incorporation to establish a $.0001 par value for the preferred stock. No preferred stock has been issued to date. (10) COMMON STOCK During the three months ended March 31, 2006, Cord Blood issued a total of 703,518 shares to Cryobank for Oncologic and Reproductive Donors as part of an Asset Purchase Agreement. The total cash value of the stock on the date of issuance was $140,000. 18 During the three months ended March 31, 2006, Cord Blood issued a total of 271,270 shares to its directors as compensation. The total cash value of the stock on the date of issuance was $44,760. (11) SEGMENT REPORTING SFAS 131 "Disclosures about Segments of an Enterprise and Related Information," requires that public business enterprises report financial and descriptive information about its reportable operating segments. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision makers in deciding how to allocate resources and in assessing performance. Cord Blood has three operating segments. Cord generates revenues related to the processing and preservation of umbilical cord blood. Rain generates revenues related to television and radio advertising. Family generates revenues related to internet advertising. All of its long-lived assets are located in, and substantially all of its revenues are generated from within, the United States of America. The table below presents certain financial information by business segment for the six months ended June 30, 2006: Adipose/ Radio/ Umbilical Peripheral Television Internet Segments Consolidated Cord Blood Blood Advertising Advertising Total Total ----------- ----------- ----------- ----------- ----------- ----------- Revenue from $ 624,789 $ 0 $ 813,928 $ 284,772 $ 1,723,489 $ 1,723,489 External Customers Interest Expense 976,125 0 819 0 976,944 976,944 Depreciation and Amortization 13,766 0 22 0 13,788 13,788 Segment Income (Loss) (3,062,767) (63,056) 35,768 109,321 (2,981,694) (2,981,694) Segment Assets $ 760,884 $ 2,983 $ 240,723 $ 5,941 $ 1,010,531 $ 1,010,531 =========== =========== =========== =========== =========== =========== The table below presents certain financial information by business segment for the six months ended June 30, 2005: Radio/ Umbilical Television Internet Segments Consolidated Cord Blood Advertising Advertising Total Total ----------- ----------- ----------- ----------- ----------- Revenue from $ 585,832 $ 888,865 $ 10,699 $ 1,485,396 $ 1,485,396 External Customers Interest Expense 134,352 6,357 0 140,709 140,709 Depreciation and Amortization 4,666 141 0 4,807 4,807 Segment Income (Loss) (2,379,725) 110,506 5,886 (2,263,333) (2,263,333) Segment Assets $ 173,895 $ 24,179 $ 22,670 $ 220,744 $ 220,744 =========== =========== =========== =========== =========== 19 The table below presents certain financial information by business segment for the three months ended June 30, 2006: Adipose/ Umbilical Peripheral Television Internet Segments Consolidated Cord Blood Blood Advertising Advertising Total Total ----------- ----------- ------------ ----------- ----------- ----------- Revenue from $ 364,646 $ 0 $ 523,261 $ 179,204 $ 1,067,111 $ 1,067,111 External Customers Interest Expense 489,208 0 0 0 489,208 489,208 Depreciation and Amortization 11,410 0 11 0 13,788 13,788 Segment Income (Loss) (1,177,819) (33,554) 65,706 57,600 (1,267,571) (1,267,571) Segment Assets $ 760,884 $ 2,983 $ 240,723 $ 5,941 $ 1,010,531 $ 1,010,531 =========== =========== =========== =========== =========== =========== The table below presents certain financial information by business segment for the three months ended June 30, 2005: Radio/ Umbilical Television Internet Segments Consolidated Cord Blood Advertising Advertising Total Total ----------- ----------- ----------- ----------- ----------- Revenue from $ 251,164 $ 403,719 $ 10,699 $ 665,582 $ 665,582 External Customers Interest Expense 90,818 3,285 0 94,103 94,103 Depreciation and Amortization 3,171 0 0 3,171 3,171 Segment Income (Loss) (1,319,492) 80,216 5,886 (1,233,390) (1,233,390) Segment Assets $ 173,895 $ 24,179 $ 22,670 $ 220,744 $ 220,744 =========== =========== =========== =========== =========== (12) SUBSEQUENT EVENTS NOTES AND LOANS PAYABLE On August 2, 2006, Cord Blood entered into a Subscription Agreement with Strategic Working Capital Fund, L.P. ("Subscriber"). Pursuant to the Subscription Agreement, Cord Blood (i) issued to Subscriber a Promissory Note bearing interest at the rate of 8% with an aggregate principal amount of $285,000 and (ii) delivered 500,000 unregistered shares of its Common Stock (the "Shares") to Subscriber. The Promissory Note is due one year from the date of issuance, unless redeemed prior thereto by Subscriber no earlier than the third month following issuance of the note. The Promissory Note also is subject to acceleration upon an event of default, as defined in the note. Pursuant to the Subscription Agreement, Subscriber was granted registration rights for the Shares in the event that Cord Blood proposes to register any other shares of its common stock. 20 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS FORWARD LOOKING STATEMENT: In addition to the historical information contained herein, we make statements in this Quarterly Report on Form 10-QSB that are forward-looking statements. Sometimes these statements will contain words such as "believes," "expects," "intends," "should," "will," "plans," and other similar words. Forward-looking statements include, without limitation, our ability to increase income streams, to grow revenue and earnings, and to obtain additional cord blood banking revenue streams. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties. These risks and uncertainties include: (1) whether we will continue as a going concern; (2) whether we will continue to increase revenues within our core business; (3) whether we will generate revenues through offering additional stem cell services and acquiring other businesses in the stem cell industry; (4) whether we will be successful in achieving our goals of diversifying revenue streams and working towards profitability; (5) whether we are able to meet our financing requirements, and to ultimately achieve profitable operations (6) whether our current and future plans will provide an opportunity to continue as a going concern; (7) whether we will create tremendous value in building a database of qualified leads with specific demographic information which can be used to market a number of products and services; (8) whether we will be able to further monetize our website traffic through the use of our web properties, and therefore offset these increasing costs; (9) whether we will continue to carry a deficit until such time that we can greatly increase our assets and reduce our significant liabilities; (10) whether we will be able to reduce our working capital deficit over the long-term; (11) whether our current funding will partially be used to supplement the remaining 70% of operating cash needed through the end of 2006; (12) whether a portion of the funding will also be used to promote additional channels of stem cell services to further diversify our revenue streams; (13) whether other channels that will furnish a more favorable financial model; (14) whether a portion of the funding will be used for mergers and acquisitions of companies in the stem cell industry; (15) whether the combination of the capital raised through the issuance of the convertible debentures and our cash flows from operations will be sufficient through 2006; (16) whether we move towards profitability throughout 2006; (17) whether we further streamline our current operations, through discovering and implementing more profitable stem cell channels and by drastically reducing expenses related to raising additional capital; (18) whether additional financing will be available, and, if available, whether it will take the form of debt or equity; (19) whether Rain's loans will be paid in full by the end of 2006; (20) whether Rain will not continue to experience a cash flow deficiency in the future; (21) whether Rain will be able to fund its own operations through cash flows from operations again in the very near future; (22) whether our new programs will have a positive impact in the future; (23) whether we find new and improved ways to produce positive financial results that are complimentary to our business; (24) whether the launch of the Annual Payment Option in September 2005 will have a positive impact; (25) whether our new Annual Payment Option will open the door so that the average American family can afford to bank their child's cord blood stem cells; (26) whether our marketing initiatives will promote the new payment plan and create awareness both with existing prospects and other expectant families outside the company database; (27) whether our Annual Payment Option creates a new demographic of customers who were not previously able to take advantage of our cord blood preservation services; (28) whether there is an increase in potential customers as well as an increase in new customers; (29) whether we can improve our overall conversion rate and cost for acquiring clients; (30) whether we continue to develop new channel sales opportunities through the addition of strategic referral partnerships with Obstetrics and Gynecological practices and other healthcare professionals; (31) whether continuing to develop relationships with medical professionals who work closely with expectant families will further enhance our long-term growth and profitability; (32) whether we are able to accelerate the growth of our channel partnership programs by engaging a firm with existing medical sales representatives on staff to present Cord Partners' Physician Partnership Programs on a national scale to key healthcare providers; (33) whether we add long form television infomercial buys, Hispanic media buys and call center management services over the next six months; (34) whether we 21 add call center management services during the fourth quarter of 2005; (35) whether Family is able to take advantage of the huge profit potential in the lead generation business as more advertisers are moving to a fixed cost advertising methodology to control their return on investment; (36) whether our campaigns greatly increase the number of leads generated for all of our clients through our web properties over the next 12 months; (37) whether we will continue to add new advertisers to our sites and expand our network to accommodate these advertisers; (38) whether we will continue to re-market to our opt in database of leads using both online and offline mediums to produce additional revenue; (39) whether we are able to diversify our service offerings within the stem cell industry by offering additional sources of adult stem cells for private banking; (40) whether sources such as adipose tissue and peripheral blood have the potential to make a positive financial impact on our company; and (41) whether we continue to actively evaluate opportunities to acquire organizations within the stem cell industry that make both strategic and financial sense. These statements are not guarantees of our future performance and are subject to risks, uncertainties, and other important factors, certain of which are discussed herein under the heading "Factors That May Affect Future Operating Results" that could cause our actual performance or achievements to be materially different from those expressed in any forward-looking statements made by or on our behalf. Given these uncertainties, undue reliance should not be placed on these forward-looking statements. The Company's past performance is not necessarily indicative of its future performance. The Company does not undertake, and the Company specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences, developments, events or circumstances after the date of such statement. The following information should be read in conjunction with our June 30, 2006 consolidated financial statements and related notes thereto included elsewhere in the quarterly report and with our consolidated financial statements and notes thereto for the year ended December 31, 2005 and the related "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our annual Report on Form 10-KSB for the year ended December 31, 2005. We also urge you to review and consider our disclosures describing various risks that may affect our business, which are set forth under the heading "Risk Factors Related to our Business" in this report and in our annual Report on Form 10-KSB for the year ended December 31, 2005. INTRODUCTION: This management's discussion and analysis of financial condition and results of operations is intended to provide investors with an understanding of Cord Blood America's ("CBA's") past performance, financial condition and prospects. The following will be discussed and analyzed: o Overview o Financial Highlights for Second Quarter of 2006 o Financial Condition and Results of Operations o Critical Accounting Policies and Use of Estimates o Liquidity and Capital Resources o Business Outlook o Risk Factors Related to Our Business o Off-Balance Sheet Arrangements 22 OVERVIEW: Cord Blood is an umbilical cord blood stem cell preservation company with a particular focus on the acquisition of customers in need of family based products and services. We also provide television, radio and internet advertising services to businesses that sell family based products and services. We operate three core businesses: o the umbilical cord blood stem cell preservation operations that are conducted by Cord Partners, Inc. ("Cord") o the television and radio advertising operations that are conducted by Career Channel, Inc. D/B/A Rainmakers International ("Rain") o the internet advertising operations that are conducted by Family Marketing, Inc. ("Family") The umbilical cord blood stem cell preservation operations provide umbilical cord blood banking services to expectant parents throughout all 50 United States. The company's corporate headquarters are located in Los Angeles, California. All cord blood testing, processing, and storage is conducted by our outsourced laboratory partner, Bergen Community Regional Blood Services, located in Paramus, New Jersey. We provide the following services to each customer: o COLLECTION MATERIALS. We provide a medical kit that contains all of the materials necessary for collecting the newborn's umbilical cord blood at birth and packaging the unit for transportation. The kit also provides for collecting a maternal blood sample for later testing. o FULL-TIME PHYSICIAN AND CUSTOMER SUPPORT. We provide 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 & maternal blood samples. o TRANSPORTATION. We coordinate the transportation of the cord blood unit to our laboratory partner, Community Blood Services, immediately following birth. This process utilizes a private medical courier, Quick International, for maximum efficiency and security. o COMPREHENSIVE TESTING. At the laboratory, the cord blood sample is tested for stem cell concentration levels, bacteria and blood type. The maternal blood sample is tested for infectious diseases. We report these results to the newborn's mother. o CORD BLOOD PRESERVATION. After processing and testing, the cord blood 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 fifteen years when stored in this manner and theoretically could be maintained at least as long as the normal life span of an individual. Cord earns revenue two ways: through a one-time enrollment and processing fee and through an annually recurring storage and maintenance fee. 23 The television and radio advertising operations provide advertising and direct marketing customers a range of services including: o the placement of advertising in television and radio outlets o the production of advertising content, including television commercials and radio copy, which is outsourced to third party production companies o advertising and marketing consulting services which can include assistance in not only developing an advertising program, but helping the client to develop the particular product or service, determine the appropriate market and design and implement an overall marketing program and strategy A majority of Rain's revenues are realized via direct response media buys and per inquiry campaigns. For direct response, we currently buy television and radio schedules for our clients on a national and local level. Our national television outlets include Directv, DISH Network, Comcast Digital, national cable networks and various local cable interconnects. We buy time with numerous national radio networks including Premiere Radio, Clear Channel, Westwood One and Jones Radio Network, along with a variety of local radio stations. For per inquiry advertising, we focus on national campaigns. The placements are made using our internal media buyers and other agencies with whom we have formed strategic marketing alliances. We also generate revenues through the commercial production aspect of our business using production partners in Florida and California. Rain's operations are located in Carlsbad, CA. However, a number of Rain's clients and vendors are located in the greater Los Angeles, CA area. Thus, on September 1, 2006, Rain will relocate its' operations to our corporate office in West Hollywood, CA. Family, the internet advertising operation, owns and operates several lead generation web properties that produce internet leads for Cord Blood along with other family based companies. The primary purpose of Family is to be the internet marketing arm for Cord Blood. Website visitors are directed to our web properties through several methods including natural search, paid search, email and banners. We also utilize affiliate marketers to help drive traffic to our web properties while only incurring a fee if a qualified lead is generated. Our websites require a registration process which is beneficial in the following ways: o By registering the user with the website, the user consents to receive follow up marketing from us on behalf of our advertisers o By pre-qualifying registered users for certain offers based upon their demographic information o By creating value in building a database of qualified leads with specific demographic information which can be used to market a number of products and services, enabling us to further monetize our website traffic Family earns revenue on a cost per lead basis for any leads generated through our web properties. The cost of acquiring leads for Cord through traditional internet advertising methods has become increasingly expensive. Through the use of our web properties, we are able to monetize the cost of acquiring these leads and therefore offset these increasing costs. Family operates out of our corporate office in Los Angeles, CA. 24 FINANCIAL HIGHLIGHTS FOR SECOND QUARTER OF 2006: o Consolidated revenues increased 60% to $1,067,111 for the three months ended June 30, 2006 compared to $665,582 for the three months ended June 30, 2005. o Consolidated Gross Profit increased 62% to $298,572 for the three months ended June 30, 2006 compared to $184,853 for the three months ended June 30, 2005. o Consolidated Loss from Operations decreased 32% to ($778,363) for the three months ended June 30, 2006 compared to ($1,139,287) for the three months ended June 30, 2005. FINANCIAL CONDITION AND RESULTS OF OPERATIONS: As of June 30, 2006, total assets increased 358% to approximately $1,011,000 million compared to approximately $220,700 as of June 30, 2005. Items of significant increase include a 455% increase in cash and cash equivalents, a 299% increase in accounts receivable and the addition of approximately $247,691 in intangibles. The increase in cash was due to the receipt of funding from the Securities Purchase Agreement with Cornell Capital Partners which was received in September 2005. As of June 30, 2006, total liabilities increased 125% to approximately $6.2 million as compared to approximately $2.8 million as of June, 2005. Items of significant increase include a 247% increase in notes payable due to the addition of the convertible debentures in September 2005. At June 30, 2006, we had a working capital deficit of $5,611,978. We will continue to carry a deficit until such time, if ever, that we can increase our assets and reduce our significant liabilities which are currently composed of notes payable and deferred revenue. While reducing the working capital deficit is our long-term goal we do not foresee this occurring in the near future. RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005 For the six months ended June 30, 2006, revenue increased 16% to approximately $1,723,000 compared to approximately $1,485,000 for the six months ending June 30, 2005. Cord, Rain and Family all experienced increases in revenue. We believe Cord experienced this increase due to: o An increase in the number of customers having births, which allows us to recognize enrollment revenue, during the first six months of 2006 compared to the first six months of 2005 o An increase in the number of payments made by customers choosing Annual Payment Option program Before the implementation of the Annual Payment Option program, all revenue for Cord was recognized upon the birth of our customer's child. This is the point at which the sample is tested, processed and stored and therefore, our services are fully delivered. Revenue in relation to the Annual Payment Option must be recognized as we collect for the annual payment of $269. The payment plan allows for our customers to defer their first payment until six months after their child's date of birth. As the program matures, and we are able to process a growing number of annual payment invoices, we will be able to recognize an increasing amount of revenue. We believe Rain experienced this increase due to: o An increase in the number of new customers o The continued development of new mediums such as remnant radio and satellite radio o For the six months ended June 30, 2006, cost of services increased 19% to approximately $1,295,738 as compared to approximately $1,086,594 for the six months ending June 30, 2005. The percentage of costs to revenue was nearly identical for both periods therefore, the increase in cost of services was due to the overall increase in sales. 25 For the six months ended June 30, 2006, gross profit increased 7% to approximately $427,800 as compared to approximately $398,800 for the six months ending June 30, 2006. Gross profit percent was nearly identical for both periods therefore, the increase in gross profit was due to the overall increase in sales. For the six months ended June 30, 2006, administrative and selling expenses decreased 4% to approximately $2,433,000 as compared to approximately $2,521,000 for the six months ending June 30, 2005. Administrative and selling expenses decreased as a result of several factors. First, we experienced an increase in director stock expense of approximately $61,300 due to the issuance of 271,270 shares during the first quarter of 2006 to our board of directors as well as the expense related to options previously issued. We increased advertising expense by approximately $185,700 in the first six months of 2006 as compared to the first six months of 2005 by increasing the number of promotional materials we mailed to prospects as well as increasing print, internet and radio advertising during that time. There was an increase in independent contractor expense of $81,500 due to a consulting agreement entered into with Cord's former President as well as increased commissions to Cord's independent sales representatives. Our insurance expense increased by approximately $19,400 during the six months ending June 30, 2005. This was due to increased coverage upon the acquisition of Family and the addition of BodyCells to our policies. Travel expense increased approximately $10,000. We experienced a decrease of $274,648 in account charges and past due fees. There was a decrease in web hosting and design expense of approximately $4,800 due to a reduction in web hosting fees. Finally, there was also a decrease of approximately $167,300 in investor relations, filings, listings and stock transfer and issuance expenses. For the six months ended June 30, 2006, interest expense increased approximately 598% to approximately $982,455 compared to approximately $140,709 for the six months ended June 30, 2006. The increase was in relation to the interest on a convertible debenture agreement. For the six months ended June 30, 2006 and 2005, we experienced a loss of approximately $2,982,000 and $2,263,000, respectively. The biggest impact on the increase in Net Loss is due to the increase in interest expense on a convertible debenture agreement. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005 For the three months ended June 30, 2006, revenue increased 60% to approximately $1,067,000 compared to approximately $665,600 for the three months ending June 30, 2005. Cord, Rain and Family all experienced increases in revenue. We believe Cord experienced this increase due to: o An increase in the number of customers having births, which allows us to recognize enrollment revenue, during the second quarter of 2006 compared to the second quarter of 2005 o An increase in the number of payments made by customers choosing Annual Payment Option program Before the implementation of the Annual Payment Option program, all revenue for Cord was recognized upon the birth of our customer's child. This is the point at which the sample is tested, processed and stored and therefore, our services are fully delivered. Revenue in relation to the Annual Payment Option must be recognized as we collect for the annual payment of $269. The payment plan allows for our customers to defer their first payment until six months after their child's date of birth. As the program matures, and we are able to process a growing number of annual payment invoices, we will be able to recognize an increasing amount of revenue. 26 We believe Rain experienced this increase due to: o An increase in the number of new customers o The continued development of new mediums such as remnant radio and satellite radio For the three months ended June 30, 2006, cost of services increased 60% to approximately $768,500 as compared to approximately $480,700 for the three months ending June 30, 2005. The percentage of costs to revenue was nearly identical for both periods therefore, the increase in cost of services was due to the overall increase in sales. For the three months ended June 30, 2006, gross profit increased 7% to approximately $298,600 as compared to approximately $184,900 for the three months ending June 30, 2006. Gross profit percent was nearly identical for both periods therefore, the increase in gross profit was due to the overall increase in sales. For the three months ended June 30, 2006, administrative and selling expenses decreased 19% to approximately $1,077,000 as compared to approximately $1,324,000 for the three months ending June 30, 2005. Administrative and selling expenses decreased as a result of several factors. First, we experienced an increase in director stock expense of approximately $8,300 due to the issuance of 271,270 shares during the first quarter of 2006 to our board of directors as well as the expense related to options previously issued. We increased advertising expense by approximately $163,000 in the second quarter of 2006 as compared to the second quarter of 2005 by increasing the number of promotional materials we mailed to prospects as well as increasing print, internet and radio advertising during that time. There was an increase in independent contractor expense of $43,900 due to a consulting agreement entered into with Cord's former President as well as increased commissions to Cord's independent sales representatives. Our insurance expense increased by approximately $12,800 during the six months ending June 30, 2005. This was due to increased coverage upon the acquisition of Family and the addition of BodyCells to our policies. Travel expense increased approximately $15,700. There was a decrease of approximately $51,700 in professional fees due to a reduction in accounting and business process consulting fees. There was a decrease in web hosting and design expense of approximately $12,500 due to a reduction in web hosting fees. We experienced a decrease of $194,200 in account charges and past due fees. There was also a decrease of approximately $27,600 in fees associated with raising capital. Finally, there was also a decrease of approximately $204,711 in investor relations, filings, listings and stock transfer and issuance expenses. For the three months ended June 30, 2006, interest expense increased approximately 420% to approximately $499,200 compared to approximately $94,100 for the three months ended June 30, 2006. The increase was in relation to the interest on a convertible debenture agreement. For the three months ended June 30, 2006 and 2005, we experienced a loss of approximately $1,267,600 and $1,233,400, respectively. The biggest impact on the increase in Net Loss is due to the increase in interest expense on a convertible debenture agreement. 27 CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES: We define critical accounting policies as those that are important to the portrayal of our financial condition and results of operations and require estimates and assumptions based on our judgment of changing market conditions and the performance of our assets and liabilities at any given time. In determining which accounting policies meet this definition, we considered our policies with respect to the valuation of our assets and liabilities and estimates and assumptions used in determining those valuations. We believe 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: |X| determination of the level of allowance for bad debt; |X| deferred revenue; and |X| revenue recognition Additional information about accounting policies can be found in Item 1 "Financial Information - Notes to Condensed Consolidated Financial Statements". LIQUIDITY AND CAPITAL RESOURCES: We have experienced net losses from operations of $778,400 and $1,139,300 for the six months ended June 30, 2006 and 2005, respectively. At June 30, 2006, we had $188,300 in cash and cash equivalents. We currently collect cash receipts from operations through three of our subsidiaries: Cord, Rain and Family. All corporate expenses such as legal, auditing, investor relations and interest are currently being paid through Cord. Cord's cash flows from operations are not currently sufficient to fund operations in combination with these corporate expenses. Because of this shortfall, we have had to obtain additional capital through other sources. On September 9, 2005, we received $3,500,000 in funding from the issuance of convertible debentures to Cornell Capital Partners in a private placement. On December 28, 2005, we received an additional $1,500,000. The $5,000,000 raised has been partially used to supplement the operating cash needed in 2006. Approximately $1,059,000 was used to fully repay outstanding notes, including interest, and approximately $440,000 was used to pay past due balances with various vendors. A portion of the funding has also been invested in Family, as we believe there is an excellent opportunity for growth through this subsidiary. Currently, Family has the highest margins of any of our subsidiaries with the potential of an attractive return on investment. Finally, we invested part of the funding into an asset purchase of approximately 750 umbilical cord blood samples, as well as three cryogenic freezers used for the storage of the umbilical cord blood samples from Cryobank for Oncologic and Reproductive Donors, Inc. This transaction increased Cord's revenue producing contracts by approximately 53%. We will need to obtain additional capital in order to continue operations of Cord at the current level. A critical component of our operating plan that may have a substantial impact on our continued existence is our ability to obtain capital through additional equity and/or debt financing. We do not anticipate adequate positive internal operating cash flow until such time as we can generate substantially greater revenues than we are generating at present. Since inception, we have financed cash flow requirements through the issuance of common stock and warrants for cash, services and loans. As we expand our operational activities, we may continue to experience net negative cash flows from operations and we will be required to obtain additional financing to fund operations through equity offerings and borrowings to the extent necessary to provide working capital. Financing may not be available, and, if available, it may not be available on acceptable terms. Should we secure such financing, it could have a negative impact on our financial condition and our shareholders. The sale of debt would, among other things, adversely impact our balance sheet, increase our expenses and increase our cash flow requirements. The sale of equity would, among other things, result in dilution to our shareholders. 28 If our cash flows from operations are significantly less than projected, then we would either need to cut back on our budgeted spending, look to outside sources for additional funding or a combination of the two. If we are unable to access sufficient funds when needed, obtain additional external funding or generate sufficient revenue from the sale of our products, we could be forced to curtail or possibly cease operations. Our Independent Registered Public Accountants have added an explanatory paragraph to their audit opinions issued in connection with our consolidated financial statements which states that our 2005 consolidated financial statements raise substantial doubt as to our ability to continue as a going concern. Adequate financing may not be obtained by us to meet our capital needs. If we are unable to generate profits and unable to continue to obtain financing to meet our working capital requirements, we may have to curtail our business sharply or cease operations altogether. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis, to obtain additional financing, and, ultimately, to attain profitability. Should any of these events not occur, we will be adversely affected and we may have to cease operations. A large shortfall in projected cash flows may occur due to, but is not limited to, any of the following reasons: o an extreme shift in the selection of our new Annual Payment Option plan by new customers; o introduction of a competing stem cell product that would decrease interest in cord blood stem cell preservation; o loss of market share to new or existing competitors; o a major increase in the cost of our services; o changes in company strategies that produce unforeseen adverse results; o decreased visibility of the stem cell industry within the national media o a medical break-through deeming cord blood stem cell preservation obsolete; or o poor economic factors leaving families with less disposable income. Our subsidiary, Rain, has been able to fund its own operations during the six months ended June 30, 2006 through cash flows from operations due to an increase in sales. However, it is possible Rain may experience insufficient cash flows in the future due to, but not limited to, the following reasons: o a loss of current customers to competitors; o the inability to add new customers to our current customer base; o increased pricing that leaves companies with smaller advertising budgets unable to continue to use our services; o changes in company strategies that produce unforeseen adverse results; o seasonal factors within the television and radio advertising industry; and o poor economic factors leaving companies with smaller advertising budgets unable to continue to use our services. The cash flows from operations of our third subsidiary, Family, are currently sufficient to cover its cash flow needs. We believe this will continue to be the case for the next twelve months. On June 30, 2006, we held accounts receivable (net of allowance for doubtful accounts) of $427,934. Accounts receivable are generally kept current through punctual collection efforts. 29 Our sources of funding that are currently outstanding or available are as follows: On December 26, 2005, Cord Blood and Cornell amended and restated the $3,500,000 Debentures dated September 9, 2005 and funded the $1,500,000 Debentures pursuant to the Second Closing on December 28, 2005. The Securities Purchase Agreement ("SP Agreement") and the Registration Rights Agreement dated September 9, 2005 were also amended. The amended agreement states that Cord Blood shall issue and sell to Cornell, and Cornell shall purchase Five Million Dollars ($5,000,000) of secured convertible debentures, which shall be convertible into shares of Cord Blood's common stock, par value $0.0001, of which Three Million Five Hundred Thousand Dollars ($3,500,000) has been funded as of September 9, 2005 and One Million Five Hundred Thousand Dollars ($1,500,000) was funded on December 28, 2005 for a total purchase price of Five Million Dollars ($5,000,000). The interest rate has been amended to 10% per annum and the principal together with accrued but unpaid interest is due on or before December 23, 2008. The SP Agreement was amended to state Cord Blood shall pay Cornell or its designees a non refundable commitment fee of $375,000 (equal to seven and one half percent (7.5%) of the $5,000,000 Purchase Price), all of which has been paid. It also states Cord Blood agrees to take any and all appropriate action necessary to increase its authorized common stock to two hundred million (200,000,000) by March 1, 2006. This action has been approved by the Company's board and must still be voted on by the Company's shareholders at its annual meeting. The Investor Registration Rights Agreement that was entered into by Cord Blood and Cornell concurrently with the SP Agreement was amended to state the number of shares to be registered on the Initial Registration Statement, as defined in the Registration Right Agreement, is to be 60,000,000 shares underlying the Debentures. The initial registration statement was filed on February 13, 2006. The number of shares to be registered on the Second Registration Statement, as defined in the Registration Right Agreement, to be filed no later than thirty (30) days after Cord Blood has increased its authorized common stock to at least two hundred million (200,000,000) shares, are as follows: a. Such number of shares of Common Stock equal to five (5) times the total principal balance of the Convertible Debentures remaining at the time the Second Registration Statement is filed divided by the conversion price in effect at the time the Second Registration Statement is filed. b. 7,000,000 Shares underlying the Warrant dated 9/9/05 c. 7,285,000 Shares underlying the Warrant dated 9/9/05 d. 8,285,000 Shares underlying the Warrant dated 9/9/05 On June 27, 2006, Cord Blood entered into an agreement with Cornell. The agreement amends certain terms of the SP Agreement, the Registration Rights Agreement and the Pledge and Escrow Agreement entered into on September 9, 2005. Pursuant to the agreement, the following changes have been agreed to by both parties. First, the time for Cord Blood to increase its authorized common stock to 200,000 million has been increased to August 18, 2006. Second, the deadline for Cord Blood to have the second Registration Statement declared effective by the SEC has been increased to September 30, 2006. Third, Cord Blood will waive the Conversion Restriction which restricts Cornell from converting any amounts of the outstanding principal of the Debentures at the Market Conversion Price prior to September 9, 2006. Fourth, in the event that Cord Blood does not have a sufficient number of authorized shares of Common Stock to issue Conversion Shares upon a conversion of the Debentures, Cord Blood is hereby authorized to issue to Cornell such number of shares otherwise reserved as Pledge Shares to Cornell and reduce the number of Pledged Shares by the amount of such issuance. The number of shares included in the amended registration statement have been reduced to 55,840,448. If we default on any of the above agreements, we may have to curtail our business or cease operations. 30 BUSINESS OUTLOOK: We are currently engaged in many new programs at various stages that we believe will have a positive impact on the future of Cord Blood. We are constantly seeking new and improved ways to produce positive financial results that are complimentary to our business. We are also focused on refining our current programs. Below is a discussion of those programs and strategies. CORD We believe the launch of Cord's Annual Payment option in September 2005 will positively impact Cord's ability to attract new customers. One of the greatest challenges we encounter in acquiring new customers is the objection to the initial fee of $1,695. For many new parents, the fee can be difficult given the numerous expenses that come along with a new baby. To address this, we launched a new payment alternative, which allows parents to pay $269 six months after their child is born, and an additional 17 payments of $269 annually thereafter. This new Annual Payment Option provides an opportunity for families to consider banking their child's cord blood stem cells, when they previously may not have been able to afford it. To our knowledge, no other competitor in the private cord blood banking industry currently offers such a plan. We experienced an increase in sales during the first quarter of 2006 as compared to previous quarters which we believe is due, in part, to prospect awareness of the Annual Payment Option. Over the next twelve months, we plan to focus on improving the direct to consumer sales strategy which includes a customer focused approach to generating and closing potential clients via print and internet advertising, direct mail solicitation, email solicitation, and telemarketing. In 2006, we plan to improve our utilization of technology to create new sales process efficiencies. We believe this will enable Cord to increase prospective customer conversion while maintaining current staffing levels. RAIN During the first six months of 2006, Rain focused on the development of a new sales channel, referred to as "remnant radio", which is unsold radio inventory from radio networks that is available at a deeply discounted rate. In the past, this unsold inventory was available to us on nationally syndicated radio shows. This new channel involves unsold inventory at the local radio station level. We have developed relationships with the top three firms in this space and now offer discounted unsold radio inventory to our clients on a local level. The ability to purchase this local remnant radio inventory is made possible in large part due to the utilization of the internet as a supply chain management tool, allowing local radio station managers to sell their unsold inventory at the last minute. The development of this service benefits us in two major ways: o we are now able to offer a lower entry point for new clients wishing to test radio which has provided us the opportunity to pursue business that we were unable to serve in the past; and o we are now able to target specific cities or states which has been a common request by our prospective clients By being able to offer our clients these new services, we have been able to increase our customer base as well as an increase in media buys from existing clients. We believe this will continue to be a trend over the next twelve months. FAMILY Our strategy for Family is to take advantage of the large profit potential in the lead generation business as more advertisers are moving to a fixed cost advertising methodology to control their return on investment. We are putting several campaigns in place to increase the number of leads generated for all of our clients through our web properties over the next 12 months. We will continue to add new advertisers to our sites and expand our network to accommodate these advertisers. We will continue to re-market to our opt-in database of leads using both online and offline mediums to produce additional revenue. 31 BODYCELLS The development of BodyCells, which will facilitate the collecting, processing and preserving of peripheral blood and adipose tissue stem cells allowing individuals to privately preserve their stem cells for potential future use in stem cell therapy, is temporarily on hold. We are looking for an alternative lab to partner with due to extreme delays in lab construction of our current partner. CORD BLOOD Finally, we continue to actively evaluate opportunities to acquire organizations within the stem cell industry that make both strategic and financial sense. Management remains committed to these efforts as a possible additional method of growth. RISK FACTORS RELATED TO OUR BUSINESS: WE ARE SUBJECT TO VARIOUS RISKS THAT MAY MATERIALLY HARM OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed. In that case, the trading price of our common stock could decline and you could lose all or part of your entire investment. WE HAVE BEEN THE SUBJECT OF A GOING CONCERN OPINION BY OUR INDEPENDENT AUDITORS WHO HAVE RAISED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN Our Independent Registered Public Accountants have added an explanatory paragraph to their audit opinions issued in connection with our 2005 consolidated financial statements which states that our financial statements raise substantial doubt as to our ability to continue as a going concern. We have experienced net losses of $2,981,694 and $2,263,333 for six months ended June 30, 2006 and 2005, respectively. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. We may not be able to obtain adequate financing to meet our capital needs. If we are unable to generate profits and unable to continue to obtain financing to meet our working capital requirements, we may have to curtail our business sharply or cease operations altogether. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis to retain our current financing, to obtain additional financing, and, ultimately, to attain profitability. Should any of these events not occur, we will be adversely affected and we may have to cease operations. WE MAY NOT BE ABLE TO INCREASE SALES OR OTHERWISE SUCCESSFULLY OPERATE OUR BUSINESS, WHICH COULD HAVE A SIGNIFICANT NEGATIVE IMPACT ON OUR FINANCIAL CONDITION We believe that the key to our success is to increase sales of our cord blood preservation services as well as our advertising services and thereby increase our revenues and available cash. Our success with regard to cord blood preservation services will depend, in large part, on widespread market acceptance of cryo-preservation of cord blood and our efforts to successfully educate potential customers and sell our services. Broad use and acceptance of our service requires marketing expenditures and education and awareness of consumers and medical practitioners. We may not have the resources required to promote our services and their potential benefits. Successful commercialization of our services will also require that we satisfactorily address the needs of various medical practitioners that constitute a target market to reach consumers of our services and to address potential resistance to recommendations for our services. If we are unable to gain market acceptance of our services, we will not be able to generate enough revenue to achieve and maintain profitability or to continue our operations. 32 Our efforts to increase our sales and revenues of advertising and direct response marketing services could be adversely impacted by the need for direct to consumer advertising services and the strength of the United States economy, especially for the small to mid-sized businesses that comprise the majority of our client base. Since downturns in the economy have generally had a more severe effect upon smaller companies, especially single-product companies, any changes or anticipated changes in the economy which cause these companies to reduce their advertising, marketing and promotion budget could negatively impact our advertising and direct response marketing business. Because of our dependence on a limited number of customers, our failure to attract new clients for our advertising business could impair our ability to continue successful operations. The absence of a significant client base may impair our ability to attract new clients. Our failure to develop and sustain long-term relationships with our clients would impair our ability to continue our direct response marketing business, as a significant number of our agreements for advertising are for short-term or single project engagements. If our clients do not continue to use our services, and if we are unable to replace departing clients or generate new business in a timely or effective manner our business could be significantly and adversely affected. We may not be able to increase our sales or effectively operate our business. To the extent we are unable to achieve sales growth, we may continue to incur losses. We may not be successful or make progress in the growth and operation of our business. Our current and future expense levels are based on operating plans and estimates of future sales and revenues and are subject to increase as strategies are implemented. Even if our sales grow, we may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in revenues would likely have an immediate material adverse effect on our business, operating results and financial condition. Further, if we substantially increase our operating expenses to increase sales and marketing, and such expenses are not subsequently followed by increased revenues, our operating performance and results would be adversely affected and, if sustained, could have a material adverse effect on our business. To the extent we implement cost reduction efforts to align our costs with revenue, our sales could be adversely affected. WE ARE DEPENDENT UPON EXTERNAL FINANCING TO FUND OUR ONGOING OPERATIONS AND IMPLEMENT OUR BUSINESS PLAN To date, we have been dependent upon external financing to fund our operations. Our financing needs have been and are expected to continue to be provided, in large part, by funding from third parties. It is imperative that we receive this external financing to implement our business plan and to finance ongoing operations. New capital may not be available and adequate funds may not be sufficient for our operations, and may not be available when needed or on terms acceptable to our management. Our failure to obtain adequate additional financing may require us to delay, curtail or scale back some or all of our operations and may hinder our ability to expand or continue our business. Any additional financing may involve dilution to our shareholders, which could result in a decrease in the price of our shares. WE ARE DEPENDENT UPON A THIRD PARTY FACILITY FOR THE STORAGE OF UMBILICAL CORD BLOOD; IF OUR STORAGE ARRANGEMENTS TERMINATE OR THE FACILITY FAILS FOR ANY REASON, WE MAY NOT BE ABLE TO PROVIDE CORD BLOOD BANKING SERVICES FOR SOME PERIOD OF TIME We do not own or operate a storage facility for umbilical cord blood. All cord blood collected from our customers is stored at Bergen Community Regional Blood Center in Paramus, New Jersey. If our storage arrangements with the facility terminate for any reason, we may not be able to continue to provide our cord blood banking services for some period of time. Even if we are able to negotiate an extension of our existing agreement or enter into one or more new agreements, we may not be able to obtain favorable terms. 33 To the extent our cryo-preservation storage service is disrupted, discontinued or the performance is impaired, our business and operations would be adversely affected. Any failure, including network, software, hardware or equipment failure, that causes a material interruption or discontinuance in our cryo-preservation storage of stem cell specimens could result in stored specimens being damaged and/or rendered unusable. Specimen damage, including loss in transit to the Bergen Community Regional Blood Center facility, could result in litigation against us and reduced future revenue, which in turn could be harmful to our reputation. While our agreement with Bergen Community Regional Blood Center requires both parties to maintain commercial general liability insurance in amounts of not less than $1,000,000 per incident and $3,000,000 annual aggregate amount, such insurance coverage may not adequately compensate us for any losses that may occur due to any system failures or interruptions in the ability to maintain proper, continued, cryo-preservation storage services. Any material disruption in the ability to maintain continued, uninterrupted storage systems could have a material adverse effect on our business, operating results and financial condition. Our systems and operations are vulnerable to damage or interruption from fire, flood, break-ins, tornadoes and similar events for which we may not carry sufficient business interruption insurance to compensate us for losses that may occur. WE ARE DEPENDENT UPON A PATENT LICENSE AGREEMENT FOR CERTAIN TECHNOLOGY AND PROCESSES UTILIZED TO COLLECT, PROCESS AND STORE UMBILICAL CORD BLOOD; IF OUR LICENSING ARRANGEMENT TERMINATES FOR ANY REASON, WE MAY NOT BE ABLE TO COLLECT, PROCESS OR STORE UMBILICAL CORD BLOOD FOR SOME PERIOD OF TIME Pursuant to the Patent License Agreement, Cord may, on a non-exclusive basis, collect, process and store cord blood utilizing PharmaStem technology and processes covered by its patents for so long as the patents remain in effect. If our licensing arrangement with PharmaStem terminates for any reason, then we may not be able to provide our cord blood banking services for some period of time, if at all. Even if we are able to negotiate a new agreement with PharmaStem, we may not be able to obtain favorable terms. WE MAY BE UNABLE TO MANAGE GROWTH, WHICH MAY IMPACT OUR POTENTIAL PROFITABILITY Successful implementation of our business strategy requires us to manage our growth. Growth could place an increasing strain on our management and financial resources. To manage growth effectively, we will need to: o Establish definitive business strategies, goals and objectives o Maintain a system of management controls o Attract and retain qualified personnel, as well as, develop, train and manage management-level and other employees If we fail to manage our growth effectively, our business, financial condition or operating results could be materially harmed, and our stock price may decline. IF WE DO NOT OBTAIN AND MAINTAIN NECESSARY DOMESTIC REGULATORY REGISTRATIONS, APPROVALS AND COMPLY WITH ONGOING REGULATIONS, WE MAY NOT BE ABLE TO MARKET OUR CORD BLOOD BANKING SERVICES The cord blood banking services that we provide are currently subject to United States Food & Drug Administration ("FDA") regulations requiring infectious disease testing. The cord blood facility we use has registered with the FDA as a cord blood banking service, listed its products with the FDA, and will be subject to FDA inspection. In addition, the FDA has proposed new good tissue practice regulations that would establish a comprehensive regulatory program for human cellular and tissue-based products as well as proposed rules for donor suitability. Consistent with industry practice, our cord blood collection kits have not been cleared as a medical device. The FDA announced that it would implement more regulatory procedures for cord blood banking in the future. This new regulation may require medical device pre-market notification clearance or 34 approval for the collection kits. Securing any necessary medical device clearance or approval for the cord blood collection kits may involve the submission of a substantial volume of data and may require a lengthy substantive review. This would increase costs and could reduce profitability. The FDA could also require that we cease using the collection kit and require medical device pre-market notification clearance or approval prior to further use of the kits. This could cause us to cease operations for some period of time. We 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 we provide cord blood banking services, only New Jersey and New York currently require that cord blood banks be licensed. We maintain the required procurement service licenses of both the states of New York and New Jersey. If other states adopt requirements for the licensing of cord blood banking services, either the cord blood storage facility, or we, may have to obtain licenses to continue providing services in those states. BECAUSE OUR INDUSTRY IS SUBJECT TO RAPID TECHNOLOGICAL AND THERAPEUTIC CHANGES AND NEW DEVELOPMENTS, OUR FUTURE SUCCESS WILL DEPEND ON THE CONTINUED VIABILITY OF THE USE OF STEM CELLS AND OUR ABILITY TO RESPOND TO ANY 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 we provide. Therefore, changes in technology could affect the market for our services and necessitate changes to those services. We believe that our future success will depend largely on our ability to anticipate or adapt to such changes, to offer on a timely basis, services that meet these evolving standards and demand of our customers. Expectant parents may not use our services and our services may not provide competitive advantages with current or future technologies. Failure to achieve increased market acceptance could have a material adverse effect on our business, financial condition and results of operations. OUR MARKETS ARE INCREASINGLY COMPETITIVE AND, IN THE EVENT WE ARE UNABLE TO COMPETE AGAINST LARGER COMPETITORS, OUR BUSINESS COULD BE ADVERSELY AFFECTED Cord blood banking and stem cell preservation is becoming an increasingly competitive business. Our business faces competition from other operators of cord blood and stem cell preservation businesses and providers of cord blood and stem cell storage services. Competitors with greater access to financial resources may enter our markets and compete with us. Many of our competitors have longer operating histories, larger customer bases, longer relationships with clients, and significantly greater financial, technical, marketing, and public relations resources than we do. Established competitors who have substantially greater financial resources and longer operating histories than us, are able to engage in more substantial advertising and promotion and attract a greater number of customers and business than we currently attract. While this competition is already intense, if it increases, it could have an even greater adverse impact on our revenues and profitability. In the event that we are not able to compete successfully, our business will be adversely affected and competition may make it more difficult for us to grow our revenue and maintain our existing business. 35 The advertising and direct marketing service industry is highly competitive. We compete with major national and international advertising and marketing companies and with major providers of creative or media services. The client's perception of the quality of our creative product, our reputation and our ability to serve clients are, to a large extent, factors in determining our ability to generate and maintain advertising business. Our size and our lack of significant revenue may affect the way that potential clients view us. OUR INFORMATION SYSTEMS ARE CRITICAL TO OUR BUSINESS AND A FAILURE OF THOSE SYSTEMS COULD MATERIALLY HARM US We depend on our ability to store, retrieve, process and manage a significant amount of information. If our information systems fail to perform as expected, or if we suffer an interruption, malfunction or loss of information processing capabilities, it could have a material adverse effect on our business. WE COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL, WHICH COULD BE DETRIMENTAL TO OUR OPERATIONS Our success largely depends on the efforts and abilities of our Executive Officers. The loss of one or all of their services could materially harm our business because of the cost and time necessary to find their successors. Such a loss would also divert management's attention away from operational issues. We do not presently maintain key-man life insurance policies. We also have other key employees who manage our operations and if we 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 we are smaller than our competitors and have fewer resources, we may not be able to attract the sufficient number and quality of staff. RISKS RELATED TO OUR STOCK OUR COMMON STOCK IS AFFECTED BY LIMITED TRADING VOLUME AND MAY FLUCTUATE SIGNIFICANTLY There has been a limited public market for our common stock and there can be no assurance that a more active trading market for our common stock will develop. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations, which could adversely affect the market price without regard to operating performance. In addition, we believe that factors such as quarterly fluctuations in financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to enter the market from time to time in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our stock will be stable or appreciate over time. These factors may negatively impact our shareholders' ability to sell shares of our common stock. OUR COMMON STOCK IS DEEMED TO BE "PENNY STOCK," WHICH MAY MAKE IT MORE DIFFICULT FOR INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS Our common stock is deemed to be "PENNY STOCK" as that term is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. These requirements may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of them. This could cause the stock price to decline. Penny stocks are stock: o With a price less than $5.00 per share; o That are not traded on a "recognized" national exchange; o Whose prices are not quoted on the NASDAQ automated quotation system; or o Of issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $10.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million for the last three years. 36 Broker/dealers dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks. Moreover, broker/dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor. THE OWNERSHIP OF OUR COMMON STOCK IS CONCENTRATED IN THE HANDS OF OUR EXISTING DIRECTORS, EXECUTIVE OFFICERS AND RELATED PARTIES; AS A RESULT, YOU MAY NOT BE ABLE TO EXERT MEANINGFUL INFLUENCE ON SIGNIFICANT CORPORATE DECISIONS Our directors and executive officers beneficially own, in the aggregate, approximately 42% of our outstanding shares of common stock as of June 30, 2006. These persons, acting together, will be able to exercise significant influence over all matters requiring stockholder approval, including the election and removal of directors and any merger, consolidation or sale of all or substantially all of our assets. This concentration of ownership may harm the market price of our common stock by delaying or preventing a change in control of the company at a premium price even if beneficial to other stockholders. WE ARE SUBJECT TO PRICE VOLATILITY DUE TO OUR OPERATIONS MATERIALLY FLUCTUATING; AS A RESULT, ANY QUARTER-TO-QUARTER COMPARISONS IN OUR FINANCIAL STATEMENTS MAY NOT BE MEANINGFUL We believe that our operating results may fluctuate materially, as a result of which quarter-to-quarter comparisons of our results of operations may not be meaningful. If in some future quarter, whether as a result of such a fluctuation or otherwise, our results of operations fall below the expectations of securities analysts and investors, the trading price of our common stock would likely be materially and adversely affected. You should not rely on our results of any interim period as an indication of our future performance. Additionally, our quarterly results of operations may fluctuate significantly in the future as a result of a variety of factors, many of which are outside our control. Factors that may cause our quarterly results to fluctuate include, among others: o our ability to generate revenues and or obtain financing; o our ability to retain existing clients and customers; o our ability to attract new clients and customers at a steady rate without relying on one major customer; o our ability to maintain client satisfaction; o the extent to which our products gain market acceptance; o the timing and size of client and customer purchases; o introductions of products and services by competitors; o price competition in the markets in which we compete; o our ability to attract, train, and retain skilled management; o the amount and timing of operating costs and capital expenditures relating to the expansion of our business, operations, and infrastructure; o a reduction in sales due to seasonal factors; and o general economic conditions as well as economic conditions specific to media distribution. SALES OF SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK, OR THE AVAILABILITY OF THOSE SHARES FOR FUTURE SALE, COULD ADVERSELY AFFECT OUR STOCK PRICE AND LIMIT OUR ABILITY TO RAISE CAPITAL We are unable to predict the effect, if any, that future sales of our common stock or the potential for such sales may have on the market price of our common stock. Of the 40,541,845 shares of common stock outstanding as of June 30, 2006, approximately 21,496,775 shares are, or will be, freely tradable without restriction, unless held by our affiliates. The remaining 19,045,070 of common stock, which are held by existing stockholders, including our officers and directors, are "restricted securities" and may be resold in the public market only if registered or pursuant to an exemption from registration. Some of these shares may be resold under Rule 144. 37 VARIOUS ANTI-TAKEOVER PROVISIONS ARE CONTAINED IN OUR AMENDED AND RESTATED ARTICLES OF INCORPORATION AND OUR AMENDED AND RESTATED BYLAWS; AS A RESULT, ANY TAKEOVER OF CORD BLOOD MAY BE DELAYED OR DISCOURAGED Our Amended and Restated Articles of Incorporation provide for a staggered Board of Directors. Mr. Schissler's term expires in 2008, Mr. Vicente's and Ms. Chrysler's terms expires in 2009, and Mr. Weir's and Mr. McGrath's term expires in 2010. Our Amended and Restated Articles of Incorporation, as amended, also provide for a substantial number of shares of common stock and "blank check" preferred stock authorized for issuance solely by action of the Board of Directors and among other things, that nominations for election to our Board of Directors, other than those made by the Board of Directors, must be made by written notification delivered to the Company not less than 20 and not more than 50 days prior to any annual or special meeting of shareholders called for the election of directors. These provisions may have the effect of delaying or discouraging any takeover of the Company by others or otherwise delaying or limiting our shareholders' ability to change the our direction and management. OFF-BALANCE SHEET ARRANGEMENTS: We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. ITEM 3. CONTROLS AND PROCEDURES As of June 30, 2006, an evaluation was carried out under the supervision of and with the participation of Cord Blood's management, including Cord Blood's Chief Executive Officer (Principal Executive Officer), and Chief Financial Officer (Principal Financial and Accounting Officer), of the effectiveness of our disclosure controls and procedures. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective, as of June 30, 2006, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There have been no changes in our internal control over financial reporting during the six months ended June 30, 2006 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. 38 PART II. - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS NONE ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS We have issued the following securities in the first six months of 2006 without registering them under the Securities Act of 1933: During the three months ended March 31, 2006, Cord Blood issued a total of 271,270 shares to its directors as compensation. The total cash value of the stock on the date of issuance was $44,760. Unless otherwise noted in this section, with respect to the sale of unregistered securities referenced above, all transactions were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"), and Regulation D promulgated under the 1933 Act. In each instance, the purchaser had access to sufficient information regarding Cord Blood so as to make an informed investment decision. More specifically, we had a reasonable basis to believe that each purchaser was an "accredited investor" as defined in Regulation D of the 1933 Act and otherwise had the requisite sophistication to make an investment in Cord Blood's securities. ITEM 3. DEFAULTS UPON SENIOR SECURITIES NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS NONE ITEM 5. OTHER INFORMATION NONE ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits The following exhibits are filed as part of this Form 10-QSB. EXHIBIT NO. DESCRIPTION LOCATION ----------- ------------ ---------- 3.0 Amended and Restated Articles of Incorporation of Filed as an exhibit to Registration Statement on Cord Blood America, Inc. Form 10-SB filed on May 6, 2004 3.1 Amended and Restated Bylaws of Cord Blood America, Filed as an exhibit to Registration Statement on Inc. Form 10-SB filed on May 6, 2004 4.0 Form of Common Stock Share Certificate of Cord Filed as an exhibit to Registration Statement on Blood America, Inc. Form 10-SB filed on May 6, 2004 10.55 Employment Agreement with Chief Financial Officer Filed as an exhibit to Current Report on Form 8-K filed on January 6, 2006 10.56 Employment Agreement with Chief Financial Officer Filed as an exhibit to Current Report on Form 8-K filed on January 6, 2006 10.57 Employment Agreement with Chief Technology Officer Filed as an exhibit to Current Report on Form 8-K filed on January 6, 2006 39 EXHIBIT NO. DESCRIPTION LOCATION ----------- ------------ ---------- 10.58 Consulting Agreement with Former President Filed as an exhibit to Current Report on Form 8-K filed on January 6, 2006 10.59 Stock Option Agreement with Former President Filed as an exhibit to Current Report on Form 8-K filed on January 6, 2006 10.60 Asset Purchase Agreement with Cryobank for Filed as an exhibit to Current Report on Form 8-K Oncologic and Reproductive Donors filed on January 13, 2006 10.61 Board Compensation Plan Filed as an exhibit to Current Report on Form 8-K filed on February 8, 2006 10.62 Web Development on Maintenance Agreement with Filed as an exhibit to Current Report on Form 8-K Gecko Media, Inc. filed on May 5, 2006 10.63 Investment Banking Agreement with Kings Pointe Filed as an exhibit to Current Report on Form 8-K Capital, Inc. filed on June 1, 2006 10.64 Investment Banking Agreement with FAE Holdings, Filed as an exhibit to Current Report on Form 8-K Inc. filed on June 1, 2006 10.65 Investment Banking Agreement with First SB Filed as an exhibit to Current Report on Form 8-K Partners, Inc. filed on June 1, 2006 10.66 Agreement with Cornell Capital Partners, LP Filed as an exhibit to Current Report on Form 8-K filed on June 29, 2006 10.67 Subscription Agreement with Strategic Working Filed as an exhibit to Current Report on Form 8-K Capital Fund, L.P. filed on August 2, 2006 10.68 Promissory Note for the Benefit of Strategic Filed as an exhibit to Current Report on Form 8-K Working Capital Fund, L.P. filed on August 2, 2006 10.69 Funds Escrow Agreement with Strategic Working Filed as an exhibit to Current Report on Form 8-K Capital Fund, L.P. filed on August 2, 2006 31.0 Certification of Cord Blood America, Inc. Chief Provided herewith Executive Officer, Matthew L. Schissler, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.1 Certification of Cord Blood America, Inc. Provided herewith Principal Financial Officer, Sandra D. Anderson, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.0 Certification of Cord Blood America, Inc. Chief Provided herewith Executive Officer, Matthew L. Schissler, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Cord Blood America, Inc. Chief Provided herewith Financial Officer, Sandra D. Anderson, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 40 SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CORD BLOOD AMERICA, INC. Date: August 16, 2006 By: /s/Matthew L. Schissler Matthew L. Schissler, Chairman and Chief Executive Officer (Principal Executive Officer) By: /s/Sandra D. Anderson Sandra D. Anderson, Chief Financial Officer (Principal Financial and Accounting Officer) 41