UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D. C. 20549

                                   FORM 10-QSB


(Mark One)

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 for the quarterly period ended September 30, 2004.

[ ] 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
                                     -------
         (State or other jurisdiction of incorporation or organization)

                                   65-1078768
                                   ----------
                      (I.R.S. Employer 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)

           10940 Wilshire Boulevard, 4th Floor, Los Angeles, CA 90024
           ----------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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 November 9, 2004: 25,317,200 shares of common stock, par value
$.0001 per share.

Transitional Small Business Disclosure Format:  YES [ ]  NO [X]

<PAGE>
                     CORD BLOOD AMERICA, INC. AND SUBSIDIARY


INDEX TO FORM 10-QSB

PART I. FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements (unaudited)
         -------------------------------------------------------

Condensed Consolidated Balance Sheet (unaudited) as of September 30, 2004

Condensed Consolidated Statements of Operations (unaudited) for the nine months
ended September 30, 2004 and 2003

Condensed Consolidated Statements of Operations (unaudited) for the three months
ended September 30, 2004 and 2003

Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months
ended September 30, 2004 and 2003

Notes to Condensed 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.  Changes in Securities

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


                                       2
<PAGE>
                    CORD BLOOD AMERICA, INC., AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  (UNAUDITED)

                               September 30, 2004

<TABLE>
<CAPTION>
                              ASSETS

<S>                                                                        <C>
Current assets:
     Cash                                                                  $ 259,993
     Accounts receivable, net of allowance for
         doubtful accounts of $3,105                                          53,751
     Other assets                                                             33,663
                                                                           ---------
             Total current assets                                            347,407
                                                                           ---------
             Total assets                                                  $ 347,407
                                                                           =========
               LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Accounts payable                                                      $ 154,915
     Accrued expenses                                                         45,835
     Deferred revenue                                                         57,140
     Due to related party                                                     20,834
     Promissory notes payable, net of unamortized discount for $43,962       706,038
                                                                           ---------
             Total current liabilities                                       984,762
                                                                           ---------
              Total liabilities                                              984,762

Stockholders' 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,
         25,317,200 shares issued and outstanding                              2,532
     Additional paid-in capital                                              318,776
     Accumulated deficit                                                    (958,663)
                                                                           ---------
         Total stockholders' deficit                                        (637,355)
                                                                           ---------
         Total liabilities and stockholders' deficit                       $ 347,407
                                                                           =========
</TABLE>

See accompanying notes to the condensed consolidated financial statements.

                                       3
<PAGE>
                    CORD BLOOD AMERICA, INC., AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                              NINE-MONTH               NINE-MONTH
                                                             PERIOD ENDED             PERIOD ENDED
                                                          SEPTEMBER 30, 2004       SEPTEMBER 30, 2003
                                                          ------------------       ------------------
<S>                                                         <C>                         <C>
Revenue                                                     $    478,920                $ 174,672

Cost of services                                                (349,686)                (115,112)
                                                            ------------                ---------

             Gross profit                                        129,234                   59,560

Administrative and selling expenses                           (1,042,059)                 (83,302)
                                                            ------------                ---------

            Net loss                                        $   (912,825)               $ (23,742)
                                                            ============                =========

            Basic and diluted net loss per share            $      (0.04)               $   (1.48)
                                                            ============                =========

             Weighted average common shares outstanding       24,854,086                   16,050
                                                            ============                =========
</TABLE>

See accompanying notes to the condensed consolidated financial statements.

                                       4
<PAGE>
                    CORD BLOOD AMERICA, INC., AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                             THREE-MONTH               THREE-MONTH
                                                             PERIOD ENDED              PERIOD ENDED
                                                          SEPTEMBER 30, 2004        SEPTEMBER 30, 2003
                                                          ------------------        ------------------
<S>                                                          <C>                           <C>
Revenue                                                      $    228,664                  79,198

Cost of services                                                 (158,011)                (55,067)
                                                             ------------                --------

             Gross profit                                          70,653                  24,131

Administrative and selling expenses                              (533,528)                (32,237)
                                                             ------------                --------

            Net loss                                         $   (462,875)               $ (8,106)
                                                             ============                ========

            Basic and diluted net loss per share             $      (0.02)                  (0.49)
                                                             ============                ========

             Weighted average common shares outstanding        25,317,200                  16,500
                                                             ============                ========
</TABLE>

See accompanying notes to the condensed consolidated financial statements.

                                       5
<PAGE>
                    CORD BLOOD AMERICA, INC., AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                               NINE-MONTH                NINE-MONTH
                                                                               PERIOD ENDED              PERIOD ENDED
                                                                            SEPTEMBER 30, 2004        SEPTEMBER 30, 2003
                                                                            ------------------        ------------------
<S>                                                                             <C>                        <C>
Cash flows from operating activities:
    Net loss                                                                    $  (912,825)               (23,742)
    Adjustments to reconcile net loss to net cash
       (used in) provided by operating activities:
          Provision for uncollectible accounts                                        1,195                  1,000
          Amortization expense                                                        1,909                     --
          Stock issued for services                                                  15,000                     --
          Changes in operating assets and liabilities
            Accounts receivable                                                     (44,891)                (8,085)
            Other assets                                                            (33,663)                    --
            Accounts payable                                                        118,794                     --
            Accrued expenses                                                         45,835                 16,460
            Deferred revenue                                                         37,606                 26,979
                                                                                -----------                -------

                      Net cash (used in) provided by operating activities          (771,040)                12,612

Cash flows from financing activities:
    Proceeds from sale of common stock                                              255,000                     83
    Payments on loan from officer                                                   (12,117)                    --
    Proceeds from loan from officer                                                   7,117                     --
    Proceeds from notes payable                                                     750,000                     --
    Proceeds from note payable                                                       20,834                     --
    Contributions                                                                        --                  5,788
                                                                                -----------                -------

                       Net cash provided by financing activities                  1,020,834                  5,871
                                                                                -----------                -------

                       Net increase in cash                                         249,794                 18,483

Cash, at beginning of period                                                         10,199                     --
                                                                                -----------                -------

Cash, at end of period                                                          $   259,993                 18,483
                                                                                ===========                =======

Supplemental disclosure of cash flow information:
    Cash paid during the year for interest                                      $     7,404                     --
                                                                                ===========                =======
</TABLE>

See accompanying notes to the condensed consolidated financial statements.

                                       6
<PAGE>
                    CORD BLOOD AMERICA, INC., AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                               September 30, 2004

NOTE 1.  BASIS OF PRESENTATION

The accompanying unaudited financial statements of Cord Blood America, Inc. (the
"Company") 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, 2003.


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (a) REVENUE RECOGNITION

         The Company provides a combination of products and services to
         customers. This combination arrangement is evaluated under Emerging
         Issues Task Force Issues ("EITF") 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. The Company has elected early adoption of EITF
         00-21.

         The Company recognizes revenue from processing fees upon the completion
         of processing and storage fees ratably over the contractual storage
         period. Enrollment fees are deferred and recognized once the processing
         of the umbilical cord blood is complete.

         (b) COST OF SERVICES

         Costs 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 labs processing fees and royalties to Pharmastem
         Therapeutics, Inc. The Company expenses these costs in the period
         incurred and does not defer any costs of sales. This results in these
         expenses being recognized in the period the revenue is recognized from
         the services provided.

         (c) BASIS OF CONSOLIDATION

         The condensed consolidated financial statements include the accounts of
         Cord Blood America, Inc., and its wholly owned subsidiary. All
         significant intercompany accounts and transactions have been eliminated
         in consolidation.

                                       7
<PAGE>

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

         (d) STOCK COMPENSATION PLAN

         The Company accounts for its stock option plans using the intrinsic
         value based method of accounting, under which no compensation expense
         has been recognized for stock option awards granted at fair market
         value. For purposes of pro forma disclosures under Statement of
         Financial Accounting Standards No. (SFAS) 123, Accounting for
         Stock-Based Compensation, as amended by SFAS 148, Accounting for
         Stock-Based Compensation--Transition and Disclosure, the estimated fair
         value of the stock options is amortized to compensation expense over
         the options' vesting period. 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 and unvested awards in each period:
<TABLE>
<CAPTION>
                                                          NINE-MONTH           NINE-MONTH
                                                         PERIOD ENDED         PERIOD ENDED
                                                         SEPTEMBER 30,        SEPTEMBER 30,
                                                             2004                 2003
                                                         -------------        -------------
<S>                                                       <C>                   <C>
         Net loss, as reported                            $(912,825)            $(23,742)

         Add: Stock-based employee compensation
           expense included in reported net income,
           net of related tax effects                            --                   --

         Deduct: Total stock-based employee
           compensation expense determined under
           the fair value method for all awards, net of
           related tax effects                              (20,288)                  --
                                                          ---------             --------

         Pro forma net loss                               $(933,113)            $(23,742)
                                                          =========             ========

         Basic loss per common share as reported          $   (0.04)               (1.48)
                                                          =========             ========
         Basic loss per common share pro forma            $   (0.04)               (1.48)
                                                          =========             ========
</TABLE>

<TABLE>
<CAPTION>
                                                         THREE-MONTH          THREE-MONTH
                                                         PERIOD ENDED         PERIOD ENDED
                                                         SEPTEMBER 30,        SEPTEMBER 30,
                                                             2004                 2003
                                                         -------------        -------------
<S>                                                       <C>                   <C>
         Net loss, as reported                            $(462,885)             (32,237)

         Add: Stock-based employee compensation
           expense included in reported net income,
           net of related tax effects                            --                   --

         Deduct: Total stock-based employee
           compensation expense determined under
           the fair value method for all awards, net of
           related tax effects                              (10,144)                  --
                                                          ---------             --------

         Pro forma net loss                               $(473,029)             (32,237)
                                                          =========             ========

         Basic loss per common share as reported          $   (0.02)               (0.49)
                                                          =========             ========
         Basic loss per common share pro forma            $   (0.02)               (0.49)
                                                          =========             ========
</TABLE>

                                       8
<PAGE>

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

         (d) STOCK COMPENSATION PLAN, CONTINUED

         The Company estimates the fair value of each stock option at the grant
         date by using the Black-Scholes option-pricing model based on the
         following assumptions:

         Risk free interest rate     4.69%
         Expected life               10 years
         Expected volatility         0%
         Dividend yield              0%


NOTE 3.  GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. This basis of accounting contemplates
the realization of assets and satisfaction of liabilities in the normal course
of operations. The Company is dependent upon successful implementation of its
business plan, raising additional capital and/or obtaining financing to continue
its operations. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty. It is management's plan to
raise additional funds through private placements, mergers, or acquisitions.
There can be no assurances that the Company will be successful in achieving the
above plans, or that such plans, if consummated, will enable the Company to
obtain profitable operations or continue as a going concern.


NOTE 4.  SEGMENT REPORTING

SFAS 131 "Disclosures about Segments of an Enterprise and Related Information,"
requires that a public business enterprise 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 maker in
deciding how to allocate resources and in assessing performance.

The Company has one operating segment with all of its long-lived assets located
in, and substantially all of its revenues generated from within the United
States of America. The following table represents net revenues generated from
our one operating segment for the Nine and three-month periods ended September
30:

                                         SEPTEMBER 30,    SEPTEMBER 30,
                                             2004              2003
                                           --------          -------
         Nine months ended:
           Enrollment fees                 $139,045           50,654
           Storage and other fees            48,329           15,265
           Processing fees                  291,546          108,753
                                           --------          -------

                  Total revenue            $478,920          174,672
                                           ========          =======

                                         SEPTEMBER 30,    SEPTEMBER 30,
                                             2004              2003
                                           --------          -------
         Three months ended:
           Enrollment fees                 $ 52,140           18,216
           Storage and other fees            21,433            7,286
           Processing fees                  155,091           53,696
                                           --------          -------

                  Total revenue            $228,664           79,198
                                           ========          =======

                                       9
<PAGE>

NOTE 5.  STOCK OPTIONS

In April 2004, the Company entered into five Stock Option Agreements
(collectively, the "Option Agreements") with the executives and members of the
board of directors. The Option Agreements grant 1,750,000 shares of common stock
at an exercise price of $.25 per share, which expire 10 years after the grant
date. The options vest 25% per year over a period of four years. As of September
30, 2004, no stock options were exercisable.

In September 2004, in conjunction with the issuance of debt (see Note 13), the
Company has issued options to purchase 500,000 shares of common stock to a
lender.


NOTE 6.  COMMON STOCK

In January 2004, the Company issued 1,000 shares of common stock of Cord
Partners, Inc. ("CPI") for professional services. The services were valued at
$10,000.

In March 2004, the board of directors of the Company amended their articles of
incorporation to authorize 5,000,000 shares of $.0001 par value preferred stock
and 100,000,000 shares of $.0001 par value common stock.

On March 31, 2004, the Company sold 1,145 shares of common stock for $185,000.

Effective March 31, 2004, the Company entered into an Agreement for the Exchange
of Common Stock (the "Agreement") with CPI where the Company issued 20,790,000
shares, as adjusted for a two for one stock split of the Company's common stock,
for all of the outstanding stock of CPI. As a result of the Agreement, the
shareholders of CPI own approximately 83% of the outstanding shares of the
Company, and CPI has been deemed the accounting acquirer (a reverse
acquisition). Accordingly, the historical financial information presented is
that of CPI. The results of operations of the Company have been included with
the results of operations of CPI in the accompanying condensed consolidated
financial statements from the date of acquisition. As a result of this reverse
acquisition, there were no assets acquired or liabilities assumed.

In April 2004, the board of directors of the Company declared and paid a two for
one stock split, affected as a stock dividend to its shareholders. Amounts in
the accompanying financial statements have been changed to reflect this stock
split.

In April 2004, the Company issued 20,000 shares of common stock to former
employees of CPI in connection with the termination of employment agreements.
The stock was valued at $5,000, was charged to income in the three month period
ended June 30, 2004 and is included in administrative and selling expenses.

In June 2004, the Company sold 280,000 shares of common stock for $70,000.


NOTE 7.  PREFERRED STOCK

The Company has authorized 5,000,000 shares of $.0001 par value preferred stock.
No preferred stock has been issued.


NOTE 8.  NET LOSS PER SHARE

Net loss per common share was 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 outstanding shares of 24,854,086 and 16,050 for the


                                       10
<PAGE>

nine-months ended September 30, 2004 and 2003, respectively and 25,317,200 and
16,500 for the three-months ended September 30, 2004 and 2003, respectively.
The Company has 2,250,000 and -0- outstanding options to acquire common stock at
September 30, 2004 and 2003, respectively, which are not included in the
computation of net loss per common share because the effects of inclusion would
be anti-dilutive.


NOTE 9.  COMMITMENTS AND CONTINGENCIES

In March 2004, the Company entered into a Patent License Agreement with the
holder of patents utilized in connection with the collection, processing, and
storage of umbilical cord blood to settle litigation against the Company for
alleged patent infringements. The Patent License Agreement calls for royalties
of 15% with a minimum of $225 per specimen collected, on all revenues generated
by the Company for collection and storage of cord blood after January 1, 2004,
until the patents expire.

The Company is party to a legal matter arising in the ordinary course of its
business. While the results of these matters cannot be predicted with certainty,
the Company believes that the outcome of such litigation will not have a
materially adverse effect on the Company's financial condition.


NOTE 10. LICENSE AGREEMENT

The Company entered into a three-year license agreement for the use of a web
based computer software. Terms of the agreement call for monthly payments of
approximately $300. The license agreement terminates on June 30, 2007. Either
party may terminate the agreement with a 30-day written notice due to a breach
by the other party. Upon termination, the Company is entitled to a pro-rata
share of unused portion of the fee paid by the Company.


NOTE 11. RELATED PARTY TRANSACTION

In March 2004, the Company cancelled its existing Web Agreement and signed a new
Web Design and Maintenance Agreement. The new agreement provides for commission
payments of 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 Web Agreement provided for the issuance of 150,000 stock
options upon successful completion of the reverse merger at an exercise price of
$.25 per share. The new Web Agreement also calls for the issuance of another
150,000 options one year after the share exchange at an exercise price of $1 per
share. The new Web Agreement expires in March 2005.

In July 2004, the Company was advanced approximately $21,000 from a company
owned by the chief executive officer and chairman of the board of directors to
pay operating expenses. The advance is non-interest bearing and is anticipated
to be re-paid before December 2004. The amount is included in due to related
party on the accompanying condensed consolidated balance sheet as of September
30, 2004.


NOTE 12. ACCRUED EXPENSES

Accrued expenses consist of the following at September 30, 2004

         Payroll and related payroll taxes          $41,000
         Other
                                                      4,835
                                                    -------
                                                    $45,835
                                                    =======

                                       11
<PAGE>

NOTE 13. PROMISSORY NOTES

In August 2004, the Company issued the first of three unsecured promissory notes
(the "First Note") for $500,000 bearing interest at 8% per annum to a lender. In
September 2004, the Company issued the second of three promissory notes (the
"Second Note") for $250,000 bearing interest at 10% per annum to the same
lender. The First Note calls for monthly payments of interest and principal
commencing in February 2005. The Second Note calls for monthly payments of
principal and interest commencing on the earlier of full payment of the First
Note or February 2005. Payments on both notes are calculated as 5% of the
Company's consolidated revenues determined in accordance with generally accepted
accounting principles for the immediately preceding calendar month. The entire
principal of the First Note together with any and all unpaid interest accrued
thereon, shall be finally due and payable on August 15, 2005. The entire
principal of the Second Note together with any and all unpaid interest accrued
thereon, shall be finally due and payable on September 15, 2005. The principal
amount of these promissory notes and any interest accrued thereon may be prepaid
in whole or in part at any time prior to maturity without premium or penalty of
any kind.

The Second Note contained warrants to purchase 500,000 shares of common stock at
a price of $.1875 per share and can be exercised at any time prior to September
2009. The estimated fair value of the warrants of approximately $48,000 is being
amortized to interest expense over the term of the Second Note.

As of September 30, 2004, approximately $7,000 of interest has been incurred and
is included in accrued expenses in the accompanying financial statements.


NOTE 14. SALES CONTRACTS

The Company has sales contracts totaling approximately $89,000 and $31,000 as of
September 30, 2004 and 2003, respectively relating to customers who have
initiated a sale with the Company for which the Company has performed no
services. In accordance with the Company's revenue recognition policy, these
sales contracts, for which no payment has been received nor services performed,
are excluded from the accompanying financial statements. A receivable and
deferred revenue will be recorded when the collection kit is shipped and/or
payment is received from the customer. These sales contracts will be recognized
as income and deferred revenue as the umbilical cord blood is processed and
stored.


NOTE 15. SUBSEQUENT EVENTS

In October 2004, the company issued the last of three promissory notes (the
"Third Note") for $250,000 bearing interest at 10%. The Third Note calls for
monthly principal and interest payments starting in February 2005 equal to 5% of
the Company's consolidated revenues determined in accordance with generally
accepted accounting principles for the immediate preceding calendar month.
Payments commence at the earlier of repayment of the First Note and Second Note,
or February 2005. The entire principal of the Third Note together with any and
all unpaid interest accrued thereon, shall be finally due and payable on
September 15, 2005.

The Third Note contains warrants to purchase 500,000 shares of common stock at a
price of $.1875 per share and can be exercised at any time prior to October
2009. The estimated fair value of the warrants of approximately $46,000 will be
amortized to interest expense over the term of the Third Note.

In October 2004, the Company entered into an agreement to lease office space for
approximately $6,000 per month. The lease expires in October 2009.

                                       12
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
         ------------------------------------

GENERAL
-------

         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. 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. We do not assume the obligation to
update or revise any forward looking statements.

         We acquired our subsidiary corporation as of March 31, 2004. Active
operations of our subsidiary corporation, Cord Partners, Inc., commenced in
January 2003. Therefore, we have only a limited operating history.


REVENUES AND COST OF SERVICES GENERALLY
---------------------------------------

         Our revenues are derived from the sale of the following products and
services: our transporting and providing an umbilical cord blood collection kit
to the expectant parents, our physician and customer support, our transporting
the cord blood to the Bergen Community Regional Blood Center, and the testing
and storage of the cord blood at the Bergen Community Regional Blood Center.
These products and services are bundled and sold at a fixed fee of $1,595. In
addition, storage fees of $95 per year are charged thereafter.

         The principal components of our cost of services are: the cost of the
umbilical cord blood collection kit, royalty payments to PharmaStem
Therapeutics, Inc. ("PharmaStem"), payments for services to Bergen Community
Regional Blood Center and costs of transportation of the umbilical cord blood
collection kit to the expectant family and transportation of the umbilical cord
blood to Bergen Community Regional Blood Center. The bulk of our cost of
services is our royalty payments to PharmaStem and our payments for services to
Bergen Community Regional Blood Center. At present, PharmaStem receives
royalties of 15% of all revenues generated from the collection and storage of
cord blood. Bergen Community Regional Blood Center receives payments of $577.50
for each new collection and storage of cord blood and $50 per year for each
storage of cord blood thereafter.


NINE MONTHS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003
-----------------------------------------------------------

         For the nine months ended September 30, 2004, we had revenues of
$478,920 and a net loss of $912,825, as compared to revenues of $174,672 and a
net loss of $23,742 for the nine months ended September 30, 2003. We believe


                                       13
<PAGE>

that our sales will continue to increase as the result of our marketing efforts
and the addition of two salespeople. In 2004, we increased our print advertising
and mass mailings and launched an aggressive internet advertising plan. In
addition, we implemented a price increase for our products and services in March
2004. This price increase is intended to offset, at least in part, the increase
in our cost of services resulting from our entering into a Patent License
Agreement with PharmaStem Therapeutics.

         For the nine months ended September 30, 2004, the cost of our services
was $349,686, as compared to $115,112 for the nine months ended September 30,
2003. For the nine months ended September 30, 2004, our gross profit was
$129,234 and our gross profit percentage was 27%, as compared to gross profit of
$59,560 and gross profit percentage of 34% for the comparable period of 2003.
For the nine months ended September 30, 2004, the cost of our services increased
primarily because the number of families choosing to utilize our services
increased over the comparable period in 2003. We were also required to make
$72,483 in royalty payments to PharmaStem under the Patent License Agreement
which we were not required to make in the comparable period in 2003.

                  For the nine months ended September 30, 2004, our
administrative and selling expenses were $1,042,059, as compared to $83,302 for
the nine months ended September 30, 2003. Our administrative and selling
expenses increased as the result of several factors. First, our boost in
internet advertising through multiple websites and on a "pay-per-click" basis
increased web advertising expense by approximately $168,000 during 2004. Second,
we increased our print advertising by approximately $58,000 in 2004. In early
2004, we moved into an office space which increased our rent and utility
expenses by approximately $43,000. Our leased office furniture expenses
increased by approximately $20,000 in 2004. Professional fees increased by
approximately $149,000 in 2004 as the result of the cost of going public and
unforeseen litigation. Our payroll and related expenses increased by
approximately $245,000 in 2004 due to the addition of employees and company
sponsored benefits. We spent approximately $70,000 in fees on capital raised in
2004. Approximately $20,000 was paid in consulting fees to establish a
distributor program. Our expenses for development, maintenance and hosting of
our website increased by approximately $21,000 in 2004 per our Web Development
and Maintenance Agreement with Gecko Media. Our printing of marketing materials
and associated postage and delivery expenses increased by approximately $90,000
in 2004 due to increased mailings. Our interest expense increased by
approximately $15,000 in 2004 due to the obligations of three loans entered into
during the period. We incurred approximately $6,000 in moving expenses in 2004
due to the relocation of our office. Finally, our insurance expense increased in
2004 by approximately $30,000 as the result of additional coverage required by
our Patent License Agreement with PharmaStem.

         At September 30, 2004, we had current assets of $347,407 and current
liabilities of $984,762, resulting in a working capital deficit of $637,355. At
September 30, 2004, we had deferred revenue of $57,140, resulting from our
entering into contracts with expectant parents pertaining to products or
services that had not yet been provided.

                                       14
<PAGE>

THREE MONTHS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003
------------------------------------------------------------

         For the three months ended September 30, 2004, we had revenues of
$228,664 and a net loss of $462,885, as compared to revenues of $79,198 and a
net loss of $8,106 for the three months ended September 30, 2003.

         For the three months ended September 30, 2004, the cost of our services
was $158,011, as compared to $55,067 for the three months ended September 30,
2003. For the three months ended September 30, 2004, our gross profit was
$70,653 and our gross profit percentage was 31%, as compared to gross profit of
$24,131 and gross profit percentage of 30% for the comparable period of 2003.
For the three months ended September 30, 2004, the cost of our services
increased primarily because the number of families choosing to utilize our
services increased over the comparable period in 2003. We were also required to
make approximately $30,000 in royalty payments to PharmaStem under the Patent
License Agreement which we were not required to make in the comparable period in
2003.

         For the three months ended September 30, 2004, our administrative and
selling expenses were $533,528, as compared to $32,237 for the three months
ended September 30, 2003. Our administrative and selling expenses increased as
the result of several factors. First, our boost in internet advertising through
multiple websites and on a "pay-per-click" basis increased web advertising
expense by approximately $66,000 during the period in 2004. Second, we increased
our print advertising by approximately $19,000 during the period in 2004. In
early 2004, we moved into an office space which increased our rent and utility
expenses by approximately $17,000. Our leased office furniture expenses
increased by approximately $9,000 in 2004. Professional fees increased by
approximately $107,000 in 2004 as the result of the cost of going public and
unforeseen litigation. Our payroll and related expenses increased by
approximately $89,000 in 2004 due to the addition of employees and added company
sponsored benefits. We spent approximately $70,000 in fees on capital raised in
2004. Approximately $15,000 was paid in consulting fees to establish a
distributor program. Our expenses for development, maintenance and hosting of
our website increased by approximately $15,000 in 2004 per our Web Development
and Maintenance Agreement with Gecko Media. Our printing of marketing materials
and associated postage and delivery expenses increased by approximately $60,000
in 2004 due to increased mailings. Our interest expense increased by
approximately $7,000 in 2004 due to the obligations of three loans entered into
during the period. We incurred approximately $6,000 in moving expenses in 2004
due to the relocation of our office. Finally, our insurance expense increased in
2004 by approximately $10,000 as the result of additional coverage required by
our Patent License Agreement with PharmaStem.

         On September 30, 2004, we ended a month-to-month arrangement with an
unaffiliated third party from whom we leased approximately 400 square feet of
office space and were provided with other office services, at 10940 Wilshire
Boulevard, Sixth Floor, Los Angeles, California 90024 for a monthly rental of
approximately $3,000.

         On October 1, 2004, we entered into a lease with an unaffiliated party
to lease approximately 2,000 square feet of office space at 9000 W. Sunset
Boulevard, Suite 400, West Hollywood, California 90069 for a monthly rental of
approximately $6,000. The term of the lease is for a period of five years,
commencing as of October 1, 2004.

                                       15
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

         We continue to experience substantial cash flow difficulties and we
expect to experience cash flow difficulties for an indefinite period. As a
result, we have no plans to make any material capital expenditures. At September
30, 2004, we had a working capital deficit of $637,355. Although no assurances
can be given, we believe that our cash flow deficit will improve as revenues and
sales increase. In addition, although no assurances can be given, we believe
that we may be able to secure additional equity and/or debt financing.

         On August 18, 2004, we terminated the agreement between AdvanceMe Inc.
and Cord Partners, Inc. by paying off the remaining amount due for the purchase
of Cord Partners, Inc. future receivables. The amount of the payoff was
approximately $19,000.

         On August 12, 2004, we entered into a loan transaction with an
unaffiliated party pursuant to which we borrowed $500,000. The loan bears
interest at the rate of 8% per annum and is unsecured. Commencing on February
15, 2005, and continuing on the fifteenth day of each calendar month through and
including July 15, 2005, we are obligated to pay to the lender an amount equal
to 5% of our consolidated gross revenues for the immediately preceding calendar
month. Payments are applied first to interest accrued and then to the
outstanding principal amount. The entire amount of the loan and all interest
accrued thereon is finally due and payable on August 15, 2005.

         On September 17, 2004, we entered into a Loan Agreement with the same
unaffiliated party. Pursuant to that agreement, we borrowed an additional
$250,000. The loan bears interest at 10% per annum and is unsecured. If the
$500,000 loan referred to above is paid in full, then commencing on the first to
occur of the date of such payment or February 15, 2005, and continuing on the
fifteenth day of each calendar month through and including August 15, 2005, we
are obligated to continue to pay to the lender an amount equal to 5% of our
consolidated gross revenues for the immediately preceding calendar month.
Payments are applied first to interest accrued and then to the outstanding
principal amount. The entire amount of the loan and all interest accrued thereon
is finally due and payable on September 15, 2005. The agreement also includes
warrants issued to the lender to purchase 500,000 shares of our common stock.
The warrants are exercisable for a period of five years at an exercise price of
$0.1875.

         On October 21, 2004, we entered into a Loan Agreement with the same
unaffiliated party. Pursuant to that agreement, we borrowed an additional
$250,000. The loan bears interest at 10% per annum and is unsecured. If certain
of our obligations are paid in full, then commencing on the first to occur of
the date of such payment or February 15, 2005, and continuing on the fifteenth
day of each calendar month through and including September 15, 2005, we are
obligated to continue to pay to the lender an amount equal to 5% of our
consolidated gross revenues for the immediately preceding calendar month.
Payments are applied first to interest accrued and then to the outstanding
principal amount. The entire amount of the loan and all interest accrued thereon
is finally due and payable on October 15, 2005. The agreement also includes
warrants issued to the lender to purchase 500,000 shares of our common stock.


                                       16
<PAGE>

The warrants are exercisable for a period of five years at an exercise price of
$0.1875.

         As a result, we believe that we have sufficient operating capital
through February of 2005. However, if we fail for any reason to repay this loan
on a timely basis, then we may have to curtail our business sharply or cease
operations altogether.

         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. We believe that the creation
of a trading market for our common stock will enhance our ability to raise
capital through the sale of equity securities. However, this may not prove to be
the case. If we cannot obtain the necessary capital to pursue our operating
plan, then we may be forced to cease or significantly curtail our operations.
This would materially and adversely impact our ability to continue operations.

         Our near term cash requirements are anticipated to be offset through
the receipt of funds through private placement offerings and loans obtained
through private sources. Since inception, we have financed cash flow
requirements through the issuance of common stock 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 common stock offerings and borrowings to
the extent necessary to provide working capital. No assurance can be made that
such financing will be available, and, if available, whether it will take the
form of debt or equity. Should we secure such financing, such financing 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.


FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
------------------------------------------------

RISKS RELATED TO OUR BUSINESS

WE HAVE A HISTORY OF LOSSES AND WE MAY NOT ACHIEVE PROFITABILITY.

         During the year ended December 31, 2003, we incurred a loss of $45,838,
and during the nine months ended September 30, 2004, we incurred a loss of
$912,825. At September 30, 2004, we had a stockholders' deficit of $637,355, and
a working capital deficit of $637,355. We expect our operating expenses to
increase as we experience growth. Our growth has required us to hire additional
employees and move to larger office space. As a result, we will need to generate
significant additional revenues to achieve and maintain profitability. We cannot
assure our shareholders that we will achieve significant additional revenues, or
that we will become profitable and, if so, sustain profitability into the


                                       17
<PAGE>

future. It is possible that we may encounter unexpected expenses. If the time
required to generate significant revenues and achieve profitability is longer
than anticipated, we may need to obtain working capital in the future. There can
be no assurance that we will be able to successfully complete any such financing
arrangements or that the amounts raised would meet our cash flow needs. We
cannot assure our shareholders that additional capital will be available to us
in the future on favorable terms, or at all. The various elements of our
business strategies, including marketing activities and obtaining increased
market acceptance, may require additional future capital. If adequate funds are
not available or are not available on acceptable terms, our ability to fund
those business activities essential to operate profitably, including further
sales and marketing activities, would be significantly limited.

OUR AVAILABLE CASH WILL PERMIT US TO OPERATE ONLY FOR A FEW MONTHS. WE WILL NEED
TO RAISE ADDITIONAL CAPITAL.

         As of September 30, 2004, the Company had current assets of $347,407
and current liabilities of $984,762, resulting in a working capital deficit of
$637,355. We believe that we have sufficient operating capital through February
of 2005. There can be no assurance that sales will continue to increase or even
maintain current levels. We will require additional capital to fund our
operations. The failure of the Company to obtain financing as needed would have
a material adverse effect upon the Company and its business as we believe our
current cash position will enable us to sustain current operations for a short
period of time. If additional funds are obtained by issuing equity securities
and/or debt securities convertible into equity, dilution to existing
shareholders will result, and future investors may be granted rights superior to
those of existing shareholders. There can be no assurances, however, that
additional financing will be available when needed, or if available, on
acceptable terms. There are no current agreements, arrangements, or
understandings for any equity and/or debt financing. The failure of the Company
to obtain such financing as required or otherwise desired will have a material
adverse effect upon the Company, its business and operations.

OUR FINANCIAL STATEMENTS ARE SUBJECT TO A "GOING CONCERN" QUALIFICATION.

         Our audited annual financial statements appearing in our filing 10SB12G
filed on May 6, 2004, have been prepared on a going concern basis that
contemplates the realization of assets and the settlement of liabilities and
commitments in the normal course of business. Management realizes that we must
generate capital and revenue resources to enable us to achieve profitable
operations. We are planning on obtaining additional capital by achieving at
least break-even cash flow from operations and selling equity and/or debt
securities. The realization of assets and satisfaction of liabilities in the
normal course of business is dependent upon us obtaining additional revenues and
equity capital and ultimately achieving profitable operations. No assurances can
be made that we will be successful in these activities. Should any of these
events not occur, our financial statements will be materially affected.

IF OUR UMBILICAL CORD BLOOD PROCESSING AND STORAGE SERVICES DO NOT ACHIEVE
CONTINUED MARKET ACCEPTANCE, WE WILL NOT BE ABLE TO GENERATE REVENUE NECESSARY
TO SUPPORT OUR BUSINESS.

         We anticipate that service fees from the processing and storage of
umbilical cord blood will comprise substantially all of our revenues for the
foreseeable future and, therefore, our future success depends on the successful


                                       18
<PAGE>

and continued market acceptance of this service. Broad use and acceptance of our
service requires marketing expenditures and education and awareness of consumers
and medical practitioners, and the time and expense required to accomplish such
education and awareness of our services and its potential benefits could
adversely affect market acceptance. 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.

WE MAY NOT BE ABLE TO INCREASE SALES OR OTHERWISE SUCCESSFULLY OPERATE OUR
BUSINESS.

         We believe that the key to our success is to increase sales of our cord
blood preservation services and thereby increase our revenues and available
cash. Our success in this regard will depend in large part on widespread market
acceptance of cryopreservation of cord blood and our efforts to educate
potential customers and sell our services. Our efforts to increase our sales and
revenues could be adversely impacted by other risks to our business described
below, including termination of our agreement with Bergen Community Regional
Blood Center, a failure, discontinuance or disruption of the Bergen Community
Regional Blood Center to preserve stored cord blood, termination of our
agreement with PharmaStem and increased competition from other providers of cord
blood storage services.

         There can be no assurance that we will be able to increase our sales or
effectively operate our business. To the extent we are unable to achieve growth
in sales, we may continue to incur losses. We cannot assure you that we will be
successful or make progress in the growth and operation of our business.

         Our current and future expense levels are based on our operating plans
and estimates of future sales and revenues and are subject to increase as we
implement our strategy. 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 should 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 effected 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 revenue could be adversely affected.

WE ARE DEPENDENT UPON A THIRD PARTY FACILITY FOR THE STORAGE OF UMBILICAL CORD
BLOOD. IF OUR STORAGE ARRANGEMENTS TERMINATE 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
Bergen Community Regional Blood Center terminate for any reason, then 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


                                       19
<PAGE>

or enter into one or more new agreements, we may not be able to obtain favorable
terms.

A FAILURE IN THE PERFORMANCE OF OUR CRYOPRESERVATION STORAGE FACILITY OR SYSTEMS
COULD HARM OUR BUSINESS AND REPUTATION.

         To the extent our cryopreservation storage service is disrupted,
discontinued or the performance is impaired, our business and operations could
be adversely affected. We store all of our specimens at the Bergen Community
Regional Blood Center in Paramus, New Jersey. Any failure, including network,
software or hardware or equipment failure, that causes a material interruption
or discontinuance in our cryopreservation storage of stem cell specimens could
result in stored specimens being damaged and unable to be utilized. Specimen
damage, including loss in transit to the Bergen Community Regional Blood Center
facility, could result in litigation against us and reduced future revenue to
us, 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 failures
in our system or interruptions in our ability to maintain proper, continued,
cryopreservation storage services. Any material disruption in our 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,
equipment failure, break-ins, tornadoes and similar events for which we do not
have redundant systems or a formal disaster recovery plan and 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, CPI 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 may 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. Even if we are able to negotiate a new agreement with
PharmaStem, we may not be able to obtain favorable terms.

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 provided by us are currently subject to
FDA regulations requiring infectious disease testing. We have registered with
the FDA as a cord blood banking service, listed our 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


                                       20
<PAGE>

for donor suitability. We believe that we are in compliance with existing
regulatory requirements.

         We may not be able to comply with any future regulatory requirements
that may be imposed on us, including product standards that may be developed
after the date hereof. Moreover, the cost of compliance with government
regulations may adversely affect our 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 our services and impair our 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. Our
cord blood storage facility is currently licensed to operate in these two
states. If other states adopt requirements for the licensing of cord blood
banking services, either our cord blood storage facility or we, would have to
obtain licenses to continue providing services in those states.

THE FDA COULD REQUIRE US TO OBTAIN APPROVAL OF OUR CORD BLOOD COLLECTION KITS.

         Consistent with industry practice, the CPI cord blood collection kits
have not been cleared as a medical device. The FDA could at any time require us
to obtain medical device premarket notification clearance or 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 could increase
our costs and reduce our profitability. The FDA could also require that we cease
using the collection kit and require us to obtain medical device pre-market
notification clearance or approval prior to further use of the kits. This could
cause us to cease to operate our business for some period of time.

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.

         Our success will depend to a significant extent upon our ability to
enhance and expand the use and utility of our services so that they gain
increased market acceptance. There can be no assurance that expectant parents
will use our services or that our services will 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. The use of stem cells in the treatment of
disease is subject to potentially revolutionary technological, medical and
therapeutic changes. Future technological and medical developments could render
the use of stem cells obsolete and unmarketable. 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.

                                       21
<PAGE>

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.

THE CORD BLOOD BANKING MARKET IS INCREASINGLY COMPETITIVE.

         Cord blood banking and stem cell preservation is becoming an
increasingly competitive business. The barriers to entry are relatively low. 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. Certain of our competitors have greater financial and other resources
than we do. Competitors with greater access to financial resources may enter our
markets and compete with us. In the event that we are not able to compete
successfully, our business may be adversely affected and competition may make it
more difficult for us to grow our revenue and maintain our existing business on
terms that are favorable to us.

IF WE ARE NOT ABLE TO RECRUIT AND RETAIN QUALIFIED MANAGEMENT PERSONNEL, WE MAY
FAIL TO DEVELOP OUR POTENTIAL BUSINESS OPPORTUNITIES.

         Our success is highly dependent on the retention of the principal
members of our management and sales personnel. Matthew L. Schissler, our
Chairman and Chief Executive Officer, is critical to our ability to execute our
overall business strategy. Stephanie A. Schissler is critical to our marketing
and sales efforts. We do not presently have any key man life insurance on these
persons; while we intend to apply for such insurance in such amounts as we deem
appropriate, it is uncertain at this time as to when we will apply for and
obtain such insurance.

         Although we are not aware that any of our key employees are currently
planning to retire or leave the company, any key employee could terminate his or
her relationship with us at any time and, subject to any non-competition
agreement with us, work for one of our competitors. Furthermore, our future
growth will require hiring a significant number of qualified management,
administrative and sales personnel. Accordingly, recruiting and retaining such
personnel in the future will be critical to our success. There is intense
competition from other companies for qualified personnel in the areas of our
activities. If we are not able to continue to attract and retain, on acceptable
terms, the qualified personnel necessary for the continued development of our
business, we may not be able to sustain our operations or achieve our business
objectives.

RISKS RELATED TO OUR STOCK

AN ACTIVE PUBLIC MARKET FOR OUR COMMON STOCK MAY NOT DEVELOP OR BE SUSTAINED AND
OUR COMMON STOCK MAY HAVE A VOLATILE PUBLIC TRADING PRICE.

         Our common stock does not trade in a public market. While we hope to
establish a public market for our common stock, such a market may not develop or
be sustained. As a result, our investors may not be able to sell their shares
quickly or at the market price if trading in our stock is not active. If a
public market does develop, the number of shares available for sale is, at least
initially, anticipated to be limited. Therefore, the share price may be
volatile.

                                       22
<PAGE>

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
common stock or the potential for such sales may have on the market price of the
common stock prevailing from time to time. Of the 25,317,200 issued and
outstanding shares of common stock of the Company, 4,127,200 shares are believed
to be capable of being sold or transferred without registration under the
Securities Act of 1933. The market price of our common stock could decline as a
result of sales of substantial amounts of our common stock in the public market
or the perception that substantial sales could occur. These sales also may make
it more difficult for us to sell common stock in the future to raise capital.

WE HAVE NOT PAID CASH DIVIDENDS AND DO NOT EXPECT TO IN THE FORESEEABLE FUTURE,
WHICH MEANS THE VALUE OF OUR SHARES CANNOT BE REALIZED EXCEPT THROUGH SALE.

         We have never declared or paid cash dividends. We currently expect to
retain earnings for our business and do not anticipate paying cash dividends on
our common stock at any time in the foreseeable future. Because we do not
anticipate paying cash dividends in the future, it is likely that the only
opportunity to realize the value of our common stock will be through a sale of
those shares. The decision whether to pay cash dividends on common stock will be
made by the Board of Directors from time to time in the exercise of its business
judgment. Furthermore, we may be restricted from paying dividends by the terms
of any credit facility we may enter into in the future.

THE OWNERSHIP OF OUR COMMON STOCK IS CONCENTRATED IN THE HANDS OF OUR EXISTING
DIRECTORS AND EXECUTIVE OFFICERS. 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 63.7% of our outstanding shares of common stock. 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. In addition, these persons, acting together, have the ability to
control the management and affairs of our company. This concentration of
ownership may harm the market price of our common stock by delaying or
preventing a change in control of our company at a premium price even if
beneficial to our other stockholders.

         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 THE COMPANY MAY BE DELAYED OR DISCOURAGED AND THE
ABILITY OF THE SHAREHOLDERS TO CHANGE THE DIRECTION AND MANAGEMENT OF THE
COMPANY MAY BE DELAYED OR LIMITED.

         Our Amended and Restated Articles of Incorporation provide for a
staggered Board of Directors. Mr. Vicente's term expires in 2005, Mr. Weir's
term expires in 2006 and Mr. Schissler's term expires in 2007. Our Amended and
Restated Articles of Incorporation, as amended, also provide for a substantial


                                       23
<PAGE>

number of shares of common stock and "blank check" preferred stock authorized
for issuance solely by action of the Board of Directors. Our Amended and
Restated Bylaws provide, 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. Such provisions may have the effect of delaying
or discouraging any takeover of the Company by others or otherwise delaying or
limiting the shareholders' ability to change the direction and management of the
Company.

OUR COMMON STOCK MAY BE SUBJECT TO THE SEC'S PENNY STOCK SALES RULES.

         The SEC has adopted regulations which generally define penny stocks to
be equity securities that have a market price of less than $5.00 per share. Such
designation imposes additional sale practice requirements on broker-dealers
which sell such securities to persons other than established customers and
institutional accredited investors.

         For transactions covered by these regulations, a broker-dealer must
make a special suitability determination for the purchaser. A broker-dealer must
obtain from the potential purchaser, information concerning the person's
financial situation, investment experience and investment objectives. Based upon
that and other information available, the broker-dealer must make a
determination that transactions in penny stocks are suitable for the purchaser
and that the purchaser has sufficient knowledge and experience in financial
matters so that the purchaser reasonably may be expected to be capable of
evaluating the risks of transactions in penny stocks. A broker-dealer must also
receive the purchaser's written consent to the transaction prior to sale.

         These penny stock rules may restrict the ability of brokers, dealers
and investors to sell our common stock to the extent our common stock may be
subject to such rules.


RECENT ACCOUNTING PRONOUNCEMENTS

         We are not aware of any recent accounting pronouncements that may have
a material impact on our financial position, results of operations or liquidity.


OFF-BALANCE SHEET ARRANGEMENTS

         We have no 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 September 30, 2004, an evaluation was carried out under the
supervision of and with the participation of the Company's management, including


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<PAGE>

the Company'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 September 30, 2004 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. Subsequent to
the date of such evaluation, there were no significant changes in the Company's
internal controls or in other factors that could significantly affect the
disclosure controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.

         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.


PART II. - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         In May 2004, we received a complaint filed in the Superior Court of the
State of California by Kenneth D. Worth, purportedly by and for the People of
the State of California, and naming as defendants a number of private cord blood
banks, including us. The complaint alleges that the defendants have made
fraudulent claims in connection with the marketing of their cord blood banking
services and seeks restitution for those affected by such marketing, injunctive
relief precluding the defendants from continuing the allegedly abusive and
fraudulent marketing of their services, unspecified punitive damages and
attorney's fees. In October 2004, the Court ruled that the complaint was
stricken and no longer operative with respect to each defendant. A motion for
reconsideration was filed by the Plaintiff requesting the Court consider new
evidence.

ITEM 2.  CHANGES IN SECURITIES

         On September 17, 2004, as part of a Loan Agreement, a lender acquired
warrants to purchase 500,000 shares of common stock at an exercise price of
$0.1875 per share for a period of five years. The document evidencing the
warrants contained a legend restricting transferability under the Securities Act
of 1933.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

NONE




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<PAGE>

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
Number   Description
------   -----------

3.0      Amended and Restated Articles of Incorporation of Cord Blood America,
         Inc.*

3.1      Amended and Restated Bylaws of Cord Blood America, Inc.*

4.0      Form of Common Stock Share Certificate of Cord Blood America, Inc.*

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

10.1     Service Agreement dated as of February 15, 2004 by and between Bergen
         Community Regional Blood Center and Cord Partners, Inc.**

10.2     Web Development and Maintenance Agreement dated March 18, 2004 by and
         between Gecko Media, Inc. and Cord Partners, Inc.*

10.3     Employment Agreement dated April 29, 2004 by and between Cord Blood
         America, Inc. and Matthew L. Schissler*

10.4     Employment Agreement dated April 29, 2004 by and between Cord Blood
         America, Inc. and Stephanie A. Schissler*

10.5     Stock Option Agreement dated April 29, 2004 by and between Cord Blood
         America, Inc. and Matthew L. Schissler*

10.6     Stock Option Agreement dated April 29, 2004 by and between Cord Blood
         America, Inc. and Stephanie A. Schissler*

10.7     Stock Option Agreement dated April 29, 2004 by and between Cord Blood
         America, Inc. and Joseph R. Vicente*

                                       26
<PAGE>

10.8     Stock Option Agreement dated April 29, 2004 by and between Cord Blood
         America, Inc. and Stephen Weir*

10.9     Stock Option Agreement dated April 29, 2004 by and between Cord Blood
         America, Inc. and Gecko Media, Inc.*

10.10    License Agreement by and between Cord Partners, Inc. and Premier Office
         Centers, LLC**

10.11    Purchase and Sale of Future Receivables Agreement between AdvanceMe,
         Inc. and Cord Partners, Inc.**

10.12    Promissory Note dated August 12, 2004 made by Cord Blood America, Inc.
         to the order of Thomas R. Walkey**

10.13    Loan Agreement Dated September 17, 2004 by and between Cord Blood
         America, Inc. and Thomas R. Walkey***

10.14    Lease Agreement by and between Cord Partners, Inc. and Nine Thousand
         Sunset, LLC**

31.0     Certification of Cord Blood America, Inc. Chief Executive Officer,
         Matthew L. Schissler, pursuant to Section 302 of the Sarbanes-Oxley Act
         of 2002.

31.1     Certification of Cord Blood America, Inc. Principal Financial Officer,
         Sandra D. Smith, pursuant to Section 302 of the Sarbanes-Oxley Act of
         2002.

32.0     Certification of Cord Blood America, Inc. Chief 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 Financial Officer,
         Sandra D. Smith, pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002.



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

**       Filed as an exhibit to Amendment Number 1 to Registration Statement on
         Form 10-SB filed on August 23, 2004.

***      Filed as an exhibit to Amendment Number 2 to Registration Statement on
         Form 10-SB filed on October 6, 2004.


         (b) Reports on Form 8-K.

         No reports on Form 8-K were filed with the SEC during the period
         covered by this report.

                                       27
<PAGE>


                                   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:    November 19, 2004              By: /s/Matthew L. Schissler
                                            -----------------------
                                            Matthew L. Schissler,
                                            Chairman and Chief Executive Officer
                                            (Principal Executive Officer)


                                        By: /s/Sandra D. Smith
                                            ------------------
                                            Sandra D. Smith,
                                            Chief Financial Officer
                                            (Principal Financial and
                                            Accounting Officer)

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