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

                                  FORM 10-QSB/A
             (Amending Part I - Items 1, Note 2, Note 7 and Note 14)

(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 June 30, 2005.

[ ] 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)

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 August 5, 2005: 37,447,417 shares of common stock, par value
$.0001 per share.

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

<PAGE>
                                EXPLANATORY NOTE

This Amendment No. 1 on Form 10-QSB/A is being filed to amend Part I - Items 1,
Note 7 and Note 14 of the Company's Quarterly Report on Form 10-QSB for the
six-months ended June 30, 2005, filed on August 22, 2005 (the "Original
10-QSB"). This Amendment No. 1 updates only the information regarding the
Company's Statement of Cash Flows in Part I, Item 1, the Company's Agreements in
Part I, Note 7, and the Company's Segment Reporting in Part I, Note 14. This
Amendment No. 1 does not otherwise alter the disclosures set forth in the
Original 10-QSB, and does not reflect events occurring after the filing of the
Original 10-QSB. This Amendment No. 1 is effective for all purposes as of the
date of the filing of the Original 10-QSB.

<PAGE>
                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

INDEX TO FORM 10-QSB/A

PART I. FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements (unaudited)

Condensed Consolidated Balance Sheet (unaudited) as of June 30, 2005

Condensed Consolidated Statements of Operations (unaudited) for the six months
ended June 30, 2005 and 2004

Condensed Consolidated Statements of Operations (unaudited) for the three months
ended June 30, 2005 and 2004

Condensed Consolidated Statements of Cash Flows (unaudited) for the six months
ended June 30, 2005 and 2004

Notes to Condensed Consolidated Financial Statements (unaudited)

PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

Signatures

                                       2
<PAGE>

PART I. - FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheet
                                   (Unaudited)

                                  June 30, 2005
<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                      <C>
Current assets:
     Cash                                                                $    33,906
     Accounts receivable, net of allowance for
         doubtful accounts of $37,752                                        107,380
                                                                         -----------

             Total current assets                                            141,286

Property and equipment, net                                                   19,128
Deposits                                                                      21,392
Goodwill                                                                      12,077
Other assets                                                                  26,861
                                                                         -----------

             Total assets                                                $   220,744
                                                                         ===========

                         LIABILITIES AND CAPITAL DEFICIT

Current liabilities:
     Accounts payable                                                    $   736,168
     Accrued expenses                                                        232,962
     Deferred revenue                                                        251,007
     Due to stockholders                                                     149,379
     Capital lease obligations, current portion                                4,683
     Loan payable                                                             38,638
     Promissory notes payable, net of unamortized discount of $116,951     1,358,049
                                                                         -----------

             Total current liabilities                                     2,770,886

Capital lease obligations, net of current portion                              3,847
                                                                         -----------

             Total liabilities                                             2,774,733

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 35,105,031 shares issued and outstanding                   3,511
     Additional paid-in capital                                            1,731,598
     Accumulated deficit                                                  (4,289,098)
                                                                         -----------

             Total capital deficit                                        (2,553,989)
                                                                         -----------

             Total liabilities and capital deficit                       $   220,744
                                                                         ===========
</TABLE>

   See the accompanying notes to condensed consolidated financial statements.

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

                Condensed Consolidated Statements of Operations
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                    SIX-MONTH            SIX-MONTH
                                                   PERIOD ENDED         PERIOD ENDED
                                                  JUNE 30, 2005        JUNE 30, 2004
                                                  -------------        -------------
<S>                                               <C>                  <C>
Revenue                                           $  1,485,396         $    628,449

Cost of services                                    (1,086,594)            (458,532)
                                                  ------------         ------------

         Gross profit                                  398,802              169,917

Administrative and selling expenses                 (2,521,426)            (569,472)
                                                  ------------         ------------

         Loss from operations                       (2,122,624)            (399,555)
                                                  ------------         ------------

Interest expense                                      (140,709)             (11,782)
                                                  ------------         ------------

         Net loss before income taxes               (2,263,333)            (411,337)

Income taxes                                                --                   --
                                                  ------------         ------------

         Net loss                                 $ (2,263,333)            (411,337)
                                                  ============         ============

Basic and diluted loss per share                  $      (0.07)        $      (0.02)
                                                  ============         ============

Weighted average common shares outstanding          30,246,827           24,622,530
                                                  ============         ============
</TABLE>

   See the accompanying notes to condensed consolidated financial statements.

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

                Condensed Consolidated Statements of Operations
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                   THREE-MONTH          THREE-MONTH
                                                   PERIOD ENDED         PERIOD ENDED
                                                  JUNE 30, 2005        JUNE 30, 2004
                                                  -------------        -------------
<S>                                               <C>                  <C>
Revenue                                           $    665,582         $    322,193

Cost of services                                      (480,729)            (242,493)
                                                  ------------         ------------

         Gross profit                                  184,853               79,700

Administrative and selling expenses                 (1,324,140)            (340,199)
                                                  ------------         ------------

         Loss from operations                       (1,139,287)            (260,499)
                                                  ------------         ------------

Interest expense                                      (94,103)               (5,429)
                                                  ------------         ------------

         Net loss before income taxes               (1,233,390)            (265,928)

Income taxes                                                --                   --
                                                  ------------         ------------

         Net loss                                 $ (1,233,390)            (265,928)
                                                  ============         ============

Basic and diluted loss per share                  $      (0.04)        $      (0.01)
                                                  ============         ============

Weighted average common shares outstanding          34,124,663           25,108,079
                                                  ============         ============
</TABLE>

    See the accompanying notes to condensed consolidated financial statements

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

                Condensed Consolidated Statements of Cash Flows

                For the six-months ended June 30, 2005 and 2004
<TABLE>
<CAPTION>
                                                                     SIX-MONTH        SIX-MONTH
                                                                    PERIOD ENDED     PERIOD ENDED
                                                                   JUNE 30, 2005    JUNE 30, 2004
                                                                   -------------    -------------
<S>                                                                 <C>                 <C>
Cash flows from operating activities:
    Net loss                                                        $(2,263,333)        (411,337)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
         Issuance of stock and stock options for services             1,099,868           15,000
         Provision for uncollectible accounts                             6,437            1,195
         Depreciation                                                     4,807               --
         Amortization of discount on warrants                            69,221               --
         Changes in operating assets and liabilities:
         Accounts receivable                                            (10,308)         (39,414)
         Deposits                                                        (1,392)              --
         Prepaid and other assets                                       (24,799)          13,527
         Accounts payable                                               345,930          (48,463)
         Accrued expenses                                               (38,256)          86,091
         Deferred revenue                                                25,285           94,501
                                                                    -----------      -----------

         Net cash used in operating activities                         (786,540)        (288,900)

Cash flows from investing activities:
    Purchase of property and equipment                                   (4,483)              --
    Redemtion of certificates of deposit                                 75,000               --
                                                                    -----------      -----------

         Net cash provided by investing activities                       70,517               --

Cash flows from financing activities:
    Proceeds from the issuance of notes payable                         545,000           21,000
    Payments of notes payable                                           (31,362)            (122)
    Payments on capital lease obligations                                (1,317)              --
    Net Repayments on Line of Credit                                     (6,484)         (14,403)
    Proceeds from advance from officer                                   50,791           28,441
    Payments on advance from officer                                         --          (30,433)
    Proceeds from issuance of common stock                               73,085          255,000
                                                                    -----------      -----------

         Net cash provided by financing activities                      629,713          259,483
                                                                    -----------      -----------

         Net decrease in cash                                           (86,310)         (29,417)

Cash, at beginning of period                                            120,216           48,226
                                                                    -----------      -----------

Cash, at end of period                                              $    33,906           18,809
                                                                    ===========      ===========
</TABLE>

   See the accompanying notes to condensed consolidated financial statements.

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

           Condensed Consolidated Statements of Cash Flows, Continued
                                  (Unaudited)

                     For the six-months ended June 30, 2005
<TABLE>
<CAPTION>
                                                                   SIX-MONTH             SIX-MONTH
                                                                  PERIOD ENDED          PERIOD ENDED
                                                                  JUNE 30, 2005         JUNE 30, 2004
                                                                  -------------         -------------
<S>                                                                 <C>                     <C>
Supplemental disclosures of cash flow information:
    Cash paid for interest                                          $  52,005               --
                                                                    =========               ==

    Cash paid for income taxes                                      $      --               --
                                                                    =========               ==

Supplemental disclosures of non-cash investing and
    financing activities:
    Discount on issuance of debt with detachable warrants             123,147                --
                                                                    =========                ==

    Issuance of shares for the acquisition of Family                   16,184                --
                                                                    =========                ==
      Marketing, Inc.

    Acquisition of computer equipment under capital
      lease obligations                                             $   2,058                --
                                                                    =========                ==
</TABLE>

   See the accompanying notes to condensed consolidated financial statements.

                                       7
<PAGE>
                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

(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, 2004.

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) BASIS OF CONSOLIDATION

The consolidated financial statements include the accounts of the Cord Blood
America, Inc. and its wholly owned subsidiaries, Cord Partners, Inc. ("Cord"),
CBA Professional Services, Inc. ("Services"), CBA Properties, Inc.
("Properties"), Career Channel Inc, D/B/A Rainmakers International ("Rain") and
Family Marketing, Inc. ("Family"), (collectively the "Company"). Significant
inter-company balances and transactions have been eliminated upon consolidation.

(b) ORGANIZATION AND DESCRIPTION OF BUSINESS

Cord Blood America, Inc., formerly D&A Lending, Inc., ("CBA") was incorporated
in the State of Florida on October 12, 1999. CBA's headquarters are located in
Los Angeles, California.

Effective March 31, 2004, CBA entered into an Agreement for the Exchange of
Common Stock (the "Agreement") with Cord where CBA issued 20,790,000 shares, for
all of the outstanding stock of Cord. As a result of the Agreement, the
shareholders of Cord owned approximately 83% of the outstanding shares of CBA,
and Cord has been deemed the accounting acquirer (a reverse acquisition in which
Cord is considered the acquirer for accounting purposes). Accordingly, the
historical financial information presented for the periods prior to March 31,
2004 is that of Cord, which was incorporated on January 1, 2003. The results of
operations of CBA have been included with the results of operations of Cord in


                                       8
<PAGE>

the accompanying consolidated financial statements from the date of acquisition.
As a result of this reverse acquisition, there were no assets acquired or
liabilities assumed.

The Cord Blood Division of the Company is in the business of collecting,
processing and cryogenically storing umbilical cord blood.

On November 12, 2004, CBA Professional Services, Inc., a Florida corporation
("Services") was formed. The company has authorized 10,000 shares of non-par
restricted common stock. In November 2004, Services issued 100 shares of its
common stock to Cord Blood America, Inc. and became a wholly-owned subsidiary of
CBA. As of December 31, 2004, 100 shares of common stock were issued and
outstanding.

CBA Properties, Inc. ("Properties") was formed on November 17, 2004 as a Florida
corporation. In November 2004, Properties issued 100 shares of its common stock
to Cord Blood America, Inc. and became a wholly-owned subsidiary of CBA.

The Properties Division was formed to hold the corporate trademarks and any
other intellectual property.

Effective February 28, 2005, Cord Blood America, Inc. entered into a purchase
and sale agreement to purchase 100% of the outstanding shares of Rain through a
share exchange. Because Cord Blood America, Inc. and Rain were entities under
common control, this transaction was accounted for in a manner similar to
pooling of interests. The shareholders of Rain were issued 3,656,000 shares of
common stock in Cord Blood America, Inc. for all of their outstanding shares of
Rain. Accordingly, the consolidated financial statements for the six months
ended June 30, 2004 have been restated to reflect this transaction as if the
combining companies had been consolidated for all periods presented.

The Marketing Division of the Company specializes in delivering leads to
corporate customers through national television and radio campaigns.

In April 2005, the Company entered into a purchase and sale agreement to acquire
100% of the outstanding shares of Family Marketing, Inc. through a share
exchange. The Company issued 95,200 shares of common stock for all of the
outstanding shares of Family Marketing Inc. Family Marketing Inc. was owned by a
member of the board of directors of the Company and is in the business of
internet advertising. As a result of the acquisition, the company expects to
position itself in front of more expectant families through Family Marketing's
marketing channels.

The Internet Advertising Division of the Company specializes in delivering leads
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. See Note 2 to the
financial statements for a discussion of management's plans and intentions.

                                       9
<PAGE>

(c) ACCOUNTS RECEIVABLE

Accounts receivable consists of the amounts due for the processing and storage
of umbilical cord blood, advertising, commercial production and internet lead
generation. The allowance for doubtful accounts is estimated based upon
historical experience. The allowance is reviewed periodically and adjusted for
accounts deemed uncollectible by management.

(d) PROPERTY AND EQUIPMENT

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

(e) DEFERRED REVENUE

Deferred revenue for the Cord Blood Division consists of payments for enrollment
in the program and processing and storage 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. Deferred
revenue for the Marketing and Internet Advertising Division consists of payments
for per inquiry leads that have not yet been provided.

(f) REVENUE RECOGNITION AND PRESENTATION

We recognize revenue under the provisions of Staff Accounting Bulletin ("SAB")
104 "Revenue Recognition". The Company's Cord Blood Division 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 elected early adoption of EITF 00-21.

The Company's Cord Blood Division 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.

The Company's Marketing Division generates revenue from packaged advertising
services, including media buying, marketing and advertising production services.
The Company's advertising service revenue is recognized when the media ad space
is sold and the advertising occurs. The Company'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.

During the first quarter of fiscal 2005, we reevaluated our application of
Emerging Issues Task Force No. 99-19, "Reporting Revenue Gross as a Principal
versus Net as an Agent" (EITF 99-19), to the presentation of our revenues
generated from packaged advertising services provided to our client's. Based on
our evaluation, we have changed the manner in which we report revenues earned
from certain client contracts in the Statement of Operations to the "Gross"
basis. Prior to the first quarter of 2005, we reported such revenues on a "Net"
basis. In order to provide consistency in all periods presented, revenues and
costs of revenues for all prior periods have been reclassified to conform to the
current period presentation. Such reclassifications had no effect on previously
reported results of operations, total assets or accumulated deficit.

The effect of such reclassification on the Company's net revenue for the three
and six months ended June 30, 2004 is as follows:

                                                THREE-MONTH         SIX-MONTH
                                               PERIOD ENDED       PERIOD ENDED
                                               JUNE 30, 2004      JUNE 30, 2004
                                               -------------      --------------
         Revenue, as previously reported          $273,017          $545,677
         Impact of reclassification to
           reflect gross revenue presentation       49,176            82,772
                                                  --------          --------
         Revenue, as reclassified                  322,193           628,449
                                                  ========          ========

Our 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.

                                       10
<PAGE>

(g) 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. The Company expenses these costs in the
period incurred and do 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.

(h) ADVERTISING

Advertising costs are expensed when incurred. Advertising expense totaled
$225,535 and $153,553 for the six months ended June 30, 2005 and 2004
respectively.

(i) INCOME TAXES

The Company follows the asset and liability method of accounting for income
taxes. Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized as
income in the period that included the enactment date.

(j) ACCOUNTING FOR STOCK COMPENSATION PLAN

The Company accounts for its stock option plans using the intrinsic value based
method of accounting, under which no compensation expense is 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 awards
in each period:
<TABLE>
<CAPTION>
                                                                                       SIX-MONTH PERIOD   SIX-MONTH PERIOD
                                                                                        ENDED JUNE 30,     ENDED JUNE 30,
                                                                                             2005               2004
                                                                                       ----------------   ----------------
<S>                                                                                      <C>                   <C>
Net loss, as reported                                                                    $(2,263,333)          (411,337)
Add: stock-based employee compensation expense included in reported net loss net of
  related tax effects                                                                           3,053                 --
Deduct: total stock-based employee compensation expense determined under the fair
  value method for all awards, net of related tax effects                                    (49,289)            (9,274)
                                                                                         -----------        -----------
  Pro forma net loss                                                                     $(2,309,569)          (420,611)
                                                                                         ===========        ===========
Basic and diluted loss per common share, as reported                                     $     (0.08)             (0.02)
                                                                                         ===========        ===========
Basic and diluted loss per common share, pro forma                                       $     (0.08)             (0.02)
                                                                                         ===========        ===========
</TABLE>

                                       11
<PAGE>

(k) 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 30,246,827 and
24,622,530 for the six months ended June 30, 2005 and 2004, respectively. The
Company has 2,778,168 and 1,750,000 outstanding options to acquire common stock
at June 30, 2005 and 2004, respectively, which are not included in the
computation of net loss per common share because the effects of inclusion are
anti-dilutive.

(l) CONCENTRATIONS OF RISK

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

(m) USE OF ESTIMATES

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

(n) NEW ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued Statement No. 123R, "Share-Based Payment,"
which requires companies to recognize in the statement of operations all
share-based payments to employees, including grants of employee stock options,
based on their fair values. Accounting for share-based compensation transactions
using the intrinsic method supplemented by pro forma disclosures will no longer
be permissible. The new statement will be effective for public entities in
periods beginning after December 15, 2005. The impact of adopting FASB Statement
No. 123R will only be known when new options are issued in the periods after the
effective date.

                                       12
<PAGE>

(2) MANAGEMENT'S PLANS AND INTENTIONS

The Company's consolidated financial statements have been prepared assuming the
Company will continue as a going concern. The Company has experienced recurring
net losses from operations, which losses have caused an accumulated deficit of
approximately $4,289,000 as of June 30, 2005. In addition, the Company has
consumed cash in its operating activities of approximately $787,000 and has a
working capital deficit of approximately $2,630,000 as of June 30, 2005. These
factors, among others, raise substantial doubt about the Company's ability to
continue as a going concern.

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 to fund its working
capital needs. The Company is continuing to seek other sources of financing and
attempting to increase revenues within its core business. In addition, the
Company is exploring alternate ways of generating revenues through franchising
its existing business model and acquiring other businesses intended to diversify
its revenue streams. The ongoing execution of the Company's business plan is
expected to result in operating losses for the foreseeable future. There are no
assurances that the Company will be successful in achieving its goals.

In view of these conditions, the Company's ability to continue as a going
concern is dependent upon its ability to obtain additional financing or capital
sources, to meet its financing requirements, and ultimately to 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 the Company
cannot continue as a going concern.

(3) PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at June 30, 2005:

                                            ESTIMATED USEFUL
                                                  LIVES         JUNE 30, 2005
                                            ----------------    -------------
         Furniture and fixtures                   5 years          $ 9,850
         Computer equipment                       3 years           18,090
                                                                   -------
                                                                    27,940
         Less accumulated depreciation                              (8,812)
                                                                   -------
                                                                   $19,128
                                                                   =======

For the six months ended June 30, 2005 depreciation expenses totaled $4,807.
There was no depreciation expense for the six months ended June 30, 2004.

                                       13
<PAGE>

(4) ACCRUED EXPENSES

The components of accrued expenses at June 30, 2005 are summarized as follows:

                                                                JUNE 30, 2005
                                                                -------------
         Accrued salaries and benefits                             $106,980
         Accrued consulting and professional fees                    25,823
         Accrued interest                                            46,983
         Other                                                       53,176
                                                                   --------
                                                                   $232,962
                                                                   ========

(5) CAPITAL LEASE OBLIGATIONS

Through June 30, 2005, the Company entered into capital leases for computer
equipment. The capital leases expire at various dates in 2007 and 2008. Assets
under capital lease are capitalized using interest rates appropriate at the
inception of the lease. At June 30, 2005, these leased assets are included in
property and equipment as computer equipment amounting to $12,113.

Accumulated amortization and amortization expense amounted to $4,177 as of and
for the six months ended June 30, 2005. Amortization expense is included as a
component of depreciation expense. As of June 30, 2005, future minimum lease
payments under capital lease obligations are as follows:

         TWELVE-MONTHS ENDED JUNE 30,
         ----------------------------
         2006                                                        $  4,683
         2007                                                           4,546
         2008                                                           1,959
                                                                     --------
         Total minimum lease payments                                  11,188
         Less amounts representing interest                            (2,667)
                                                                     --------
                                                                        8,521
                                                                     ========

(6) NOTES AND LOANS PAYABLE

In August 2004, the Company entered into the first of three unsecured promissory
notes (the "First Note") for $500,000 bearing interest at 8% per annum. In
September 2004, the Company entered into the second of three promissory notes
(the "Second Note") for $250,000 bearing interest at 10% per annum to the same
party. In October 2004, the company entered into the last of three promissory
notes (the "Third Note") for $250,000 bearing interest at 10% to the same Party.

The First Note requires monthly payments of interest and principal commencing in
February 2005. The Second Note requires monthly payments of principal and


                                       14
<PAGE>

interest commencing on the earlier of full payment of the First Note or February
2005. The Third Note requires monthly payments of principal and interest
commencing on the earlier of full payment of the First Note and the Second Note
or February 2005. Payments on all three 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. Payments are
applied to the First Note, until paid in full, then to the Second Note, until
paid in full, and then to the Third Note. 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 Company has not re-paid the First Note and
is currently negotiating new repayment terms. 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 entire principal of the Third Note
together with any and all unpaid interest accrued thereon, shall be finally due
and payable on October 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. There were no
principal payments made on these notes through June 30, 2005.

The Second Note and the Third Note each contained detachable warrants to
purchase 500,000 shares (1,000,000 in total) of common stock at an exercise
price of $.1875 per share and can be exercised at any time prior to September
2009. The estimated relative fair value of the warrants of approximately $84,000
was recorded as a debt discount and is being amortized to interest expense over
the terms of the Second Note and the Third Note.

At June 30, 2005, $978,831 was outstanding on the First, Second and Third notes
combined. During the six month period ended June 30, 2005, approximately $72,500
of interest has been incurred and approximately $30,500 has been paid on these
notes. At June 30, 2005, approximately $42,000 of interest is included in
accrued expenses in the accompanying balance sheet.

In March 2005, Cord received a $70,000 advance on future credit card sales.
Repayment terms on this advance call for 17% of certain credit card sales until
the sum of $94,682 has been paid. At June 30, 2005, the outstanding principal
balance on the advance was $52,266.

On April 27, 2005, the Company issued a promissory note to Cornell Capital
Partners in the amount of $350,000. The promissory note accrues interest at a
rate of 12% per annum and is due and payable nine months from the date of
issuance. On April 28, 2005, $175,000 of the $350,000 loan was funded. Pursuant
to the terms of the note the Company issued Cornell Capital Partners 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 $123,000 was recorded as a debt discount and is being amortized to
interest expense over the term of the promissory note. In July 2005, Cornell
Capital Partners exercised it's right to purchase 1,000,000 shares at $0.20 per
share.

On June 21, 2005, the Company issued an Amended and Restated Promissory Note to
Cornell Capital Partners 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 accrues interest at 12% per annum.
Subsequent to year-end, the promissory notes were re-paid through share
issuances (see Note 15).

                                       15
<PAGE>
(7) COMMITMENTS AND CONTINGENCIES

AGREEMENTS

The Company is operating under an agreement with a not-for-profit company to
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 February 2004, the Company entered into a Receivables Agreement with a
financing company whereby, at the customer's discretion, the products and
services purchased from the Company can be financed through an unrelated finance
company. The Company paid a $500 origination fee in conjunction with executing
the Receivables Agreement. During the quarter ended June 30, 2005 the Company
sold approximately $26,000 in receivables, of which approximately $2,300 is held
for default by the financing company which is included in accounts receivable.
The receivables will be released to the Company in January or July, whichever
occurs first, following the one year anniversary of when the receivable was
initially sold. During the quarter ended June 30, 2005, the Company incurred
approximately $1,800 in discounts relating to the sale of these receivables.

In March 2004, the Company 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 the Company 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 the year 2010. During the three months ended June 30, 2005 and 2004,
the Company incurred approximately $43,900 and $22,000 respectively in royalties
relating to the Patent License Agreement. During the six months ended June 30,
2005 and 2004, the Company incurred approximately $95,500 and $40,300
respectively, in royalties relating to the Patent License Agreement. At June 30,
2005, approximately $144,000 is included in accounts payable relating to these
fees.

In June 2005, the Company entered into a Placement Agency Agreement with a
non-exclusive placement agent for a period commencing on June 14, 2005, and
continuing until terminated by either Party upon 10 days notice to the other
Party. The agreement states the Placement Agency will have the right during the
Contract Period to identify for the Company prospective purchasers in one or
more placement of debt and/or equity securities to be issued by the Company, the
type and dollar amount being as mutually agreed to by the Parties. As
compensation for services rendered in connection with the Placement, the Company
agrees to pay eight percent (8%) of the gross proceeds from the sale of
Securities for amounts less than Five Million ($5,000,000) Dollars of Securities
sold in the Placements (on a cumulative basis); (ii) seven percent (7%) of the
gross proceeds for amounts raised of $5 million or more and up to and including
$10 million (on a cumulative basis); and (iii) six percent (6%) of the gross
proceeds from the sale of Securities for any Securities sold in the Placements
in excess of Ten Million ($10,000,000) Dollars (on a cumulative basis). For
initial due diligence, the agreement requires, 500,000 shares of fully paid
non-assessable shares of common stock to be issued to the placement agent. On
June 28, 2005, in accordance with the agreement, 500,000 shares were issued,
which vest as follows: (i) 1/2 of such shares to vest upon execution of the
Placement Agency Agreement, (ii) 1/2 to vest in 60 days, in management's sole
discretion, but in any event such shares shall automatically vest upon the


                                       16
<PAGE>

closing of a Placement. The Shares will be issued pursuant to an exemption from
the registration requirements of the Securities Act of 1933, as amended. The
shares were valued at the fair market value on the date of issuance, which was
$47,500, half of which is included in other assets on the accompanying condensed
consolidated balance sheet as of June 30, 2005.

OPERATING LEASE

In 2004 and 2005, the Company 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, 2005, are as follows:

                      2005                       $ 72,969
                      2006                         75,162
                      2007                         77,416
                      2008                         79,739
                      2009                         26,840
                                                 --------
                                                 $332,126
                                                 ========

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 $12,962, 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 $45,510 and $14,061 for the six months ended June 30, 2005 and 2004,
respectively.

LITIGATION

In June 2005, Kenneth D. Worth, who previously alleged a number of private cord
blood banks, including Cord Partners, had made fraudulent claims in connection
with the marketing of their cord blood banking services, was granted the request
for dismissal of his appeal. The Plaintiff is responsible for paying $22,911 and
$220 per month over two years for Cord Partners' attorney's fees. Collection of
these amounts has not been determined; therefore no receivable has been recorded
at June 30, 2005.

In June 2005, the Company received a complaint filed in the United States
District Court of the Western District of Washington by Merrill Corporation, a
Minnesota corporation, naming Cord Blood America and Cord Partners (collectively
"CBACP") as defendants. The complaint alleges that the defendants owe Merrill
Corporation, the Plaintiff, $101,738 for work performed and products provided
plus attorneys' fees, costs, applicable service charges and penalties. The
complaint seeks judgment in the principal amount, plus applicable service
charges and penalties; an award of post-judgment interest on all amounts;
attorney's fees and costs and for such other and further relief as the Court
deems just and equitable.

                                       17
<PAGE>

CBACP, through its attorneys of record, has answered the Plaintiff's Complaint
and asserted affirmative defenses. CBACP asks the Court to first, dismiss
Plaintiffs' Complaint with prejudice and without costs against Defendant.
Second, to require that the trier of fact determine the claims and defenses and
damages, if any. Third, to award defendant its costs and attorneys' fees
incurred in connection with the lawsuit. Finally, to award such further relief
as the Court deems just and equitable. CBACP claims the Complaint fails to state
a claim against CBAPC upon which relief may be granted and therefore the
Complaint should be dismissed as to CBACP.

EMPLOYMENT AGREEMENTS

The Company entered into five-year employment agreements with two executive
officers, the Chairman of the Board and Chief Executive Officer ("CEO") and the
President and Chief Operating Officer ("COO"). Pursuant to the employment
agreements, the CEO and the COO receive annual salaries of $125,000 through
December 31, 2004. The annual salaries increase to $150,000 as of January 1,
2005 and to $175,000 as of January 1, 2006. The annual salaries are thereafter
adjusted in accordance with changes in the cost of living index. The employment
agreements also entitle the CEO and COO to receive performance bonuses from time
to time determined by the Board of Directors and certain fringe benefits. The
employment agreements are subject to non-competition and confidentiality
requirements.

The Company has also entered into a one-year employment agreement with the vice
president of the Company ("VP"). Pursuant to the agreement, the VP receives an
annual salary of $80,000 through April 2006.

On July 13, 2005, the Company entered into five year employment agreements with
two executive officers. Pursuant to the employment agreements, the Chief
Financial Officer, ("CFO") and the Chief Technology Officer ("CTO") of the
Company each receive annual salaries of $96,000 through December 31, 2005,
increasing to $108,000 as of January 1, 2006 and to $120,000 as of January 1,
2007. The salaries are adjusted in accordance with changes in the cost of living
index. The CFO and CTO are entitled to receive performance bonuses as may from
time to time be determined by the Board of Directors and certain fringe benefits
and are subject to non-competition and confidentiality requirements.

(8) INCOME TAXES

The Company follows the asset and liability method of accounting for income
taxes. Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized as
income in the period that included the enactment date.

(9) SALES CONTRACTS

The Company has sales contracts totaling approximately $35,700 and $63,900 as of
June 30, 2005 and 2004, respectively, relating to customers who have initiated a


                                       18
<PAGE>

sale with the Company for which the Company has performed no services. In
accordance with the Company's revenue recognition policy, these sales contracts
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 revenue and deferred revenue as the umbilical cord blood is processed and
stored.

(10) RELATED PARTY TRANSACTIONS AND COMMITMENTS

In October 2001, the Company received $25,000 as a non-interest bearing advance
from an officer of the Company. This advance has not been repaid and is included
in due to stockholders in the accompanying financial statements.

In January 2003, the Company 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 the
Company. The Web Agreement stipulates that the Company does not own the website;
however, the Company 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 3-year term and renews automatically
for additional 3-year periods unless either party provides written notice at
least 30 days prior to the end of the term.

In March 2004, the Company cancelled the existing Web Agreement and signed a new
Web Design and Maintenance Agreement. The new agreement replaces 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 calls for the issuance of 150,000 stock
options with an exercise price of $.25 per share followed by another 150,000
stock options to be issued one year later at an exercise price of $1.00 per
share. The new Web Agreement expires in March 2006.

During the six-months ended June 30, 2005 and 2004, the Company incurred
approximately $60,800 and $20,600, respectively, relating to the web development
agreements. At June 30, 2005, the Company owed approximately $50,000 relating to
these web development agreements which is included in due to shareholders in the
accompanying financial statements.

During 2003, an officer of the Company contributed $5,354 to the Company to
provide working capital.

In December 2003, the Company received $5,000 as a short term, non-interest
bearing advance from an officer of the Company. This advance was repaid during
2004.

In June 2005, the Company received $17,700 as a short term, non-interest bearing
advances from certain officers of the Company. These advance's were repaid in
June 2005.

                                       19
<PAGE>

(11) STOCK OPTION AGREEMENTS

During 2004, the Company entered into a series of stock option agreements with
directors and certain employees of the Company. The agreements call for the
issuance of a total of 1,600,000 options which vest over a 4-year period at an
exercise price of $.25 per share.

During 2004, the Company entered into a stock option agreement in connection
with a Web Development Agreement (see Note 10). The agreement calls for the
issuance of 150,000 options which vest over a 4-year period at an exercise price
of $.25 per share. In connection with these options issued, the Company
recognized an expense of approximately $13,900.

In April 2005, the board of directors of the Company approved the Company's 2005
Stock Option Plan (the "Option Plan"), which authorized the issuance of up to
8,000,000 options to purchase shares of the Company's common stock to employees
and directors of the company. During the three-months ended June 30, 2005, the
Company issued an additional 8,250 options under the plan. The options issued
have an exercise price of $.29 per share and vest over a 1-year period.

The following table summarizes stock option activity for the three months ended
June 30, 2005. No stock options were exercised during the three months ended
June 30, 2005.

                                                                WEIGHTED AVERAGE
                                             SHARES UNDER        EXERCISE PRICE
                                                OPTION             PER SHARE
                                            ----------------    ----------------
         Outstanding at March 31, 2005           2,769,918             $0.25
                                             -------------      ------------
           Granted                                   8,250              0.29
           Exercised                                    --                --
           Expired/forfeited                            --                --
                                             -------------      ------------
         Outstanding at June 30, 2005            2,778,168             $0.25
                                             =============      ============

The weighted average fair value at the date of grant for the options granted
during the three months ended June 30, 2005 was approximately $.29 per common
share. The Company estimates 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                                4.10%
         Expected life                                       10 years
         Dividend yield                                            0%
         Volatility                                           128.34%



                                       20
<PAGE>

The following table summarizes the stock options outstanding and exercisable at
June 30, 2005:
<TABLE>
<CAPTION>
                                    OUTSTANDING                                                    EXERCISABLE
                                    -----------                                                    -----------
                                             WEIGHTED AVERAGE
                                          REMAINING CONTRACTUAL    WEIGHTED AVERAGE                       WEIGHTED AVERAGE
   EXERCISE PRICE      NUMBER OF OPTIONS           LIFE             EXERCISE PRICE    NUMBER OF OPTIONS    EXERCISE PRICE
   --------------      -----------------  ---------------------     --------------    -----------------    --------------
<S>    <C>                 <C>              <C>                         <C>             <C>                    <C>
       $ 0.25              1,750,000        8 years, 8 months           $ 0.25                --               $ 0.25
       $ 0.25              1,001,000        9 years, 6 months           $ 0.25                --               $ 0.25
       $ 0.34               18,918          9 years, 9 months           $ 0.34                --               $ 0.34
       $ 0.29                8,250               10 years               $ 0.29                --               $ 0.29
</TABLE>

(12) PREFERRED STOCK

At inception, the Company had 5,000,000 shares of preferred stock authorized. In
March 2004, the board of directors of the Company amended their articles of
incorporation to establish a $.0001 par value for the preferred stock. No
preferred stock has been issued.

(13) COMMON STOCK

In April 2005, the Company entered into a purchase and sale agreement to acquire
100% of the outstanding shares of Family Marketing, Inc. through a share
exchange. The Company issued 95,200 shares of common stock for all of the
outstanding shares of Family Marketing Inc. Family Marketing Inc. was owned by a
member of the board of directors of the Company and is in the business of
internet advertising. As a result of the acquisition, the company expects to
position itself in front of more expectant families through Family Marketing's
marketing channels. As a result of the purchase, goodwill of $12,077 was
recognized and is included in the accompanying condensed consolidated balance
sheet as of June 30, 2005.

In April 2005, the Company sold 197,500 shares of our common stock through a
private placement. The shares were sold for a total of $20,085.

On April 6, 2005, the Company issued 1,000,000 shares of our common stock to
Bergen Community Regional Blood Center for blood banking services. The value of
the stock on the date of issuance was $200,000.

On April 8, 2005, the Company issued 1,000,000 shares of our common stock to
Digital Wall Street in return for investor relations conference services. The
value of the stock on the date of issuance was $200,000.

On May 3, 2005, the Company issued 800,000 shares of our common stock to the CFO
and CTO as compensation. The value of the stock on the date of issuance was
$64,000.

On May 5, 2005, the Company issued 72,500 shares to Premier Funding for $7,500
in investor relations services performed from February 2005 through April 2005.

                                       21
<PAGE>

On May 11, 2005, the Company issued 79,206 shares to Hearthstone Communications
for $12,673 in web advertising services performed from December 2004 through
February 2005.

On May 11, 2005, the Company issued 250,000 shares of common stock to Mike Lewis
for investor relations performed during 2004. The services were valued at
$62,500.

On June 3, 2005 the Company issued 20,000 shares of common stock to Cinapsys for
investor conference attendance fees valued at $4,800.

On June 28, 2005, the Company issued 250,000 restricted shares in connection
with a Placement Agency Agreement relating to due diligence efforts. These
services were valued at 62,500.

(14) SEGMENT REPORTING

SFAS 131 "Disclosures about Segments of an Enterprise and Related Information,"
requires that a 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.

The Company has three operating segments. Cord generates revenues related to the
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-month period ended June 30, 2005:
<TABLE>
<CAPTION>
                          UMBILICAL CORD     RADIO/TV        INTERNET       SEGMENTS        CONSOLIDATED
                              BLOOD        ADVERTISING     ADVERTISING        TOTAL             TOTAL
                          -----------      -----------     -----------     -----------      -----------
<S>                       <C>              <C>             <C>             <C>              <C>
Revenue from External     $   585,832      $   888,865     $    10,699     $ 1,485,396      $ 1,485,396
Customers
Interest Expense              134,352            6,357               -         140,709          140,709
Depreciation and
Amortization                    4,666              141               -           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
                          ===========      ===========     ===========     ===========      ===========
</TABLE>

The table below presents certain financial information by business segment for
the six-month period ended June 30, 2004:
<TABLE>
<CAPTION>
                        UMBILICAL CORD    RADIO/TV      SEGMENTS     CONSOLIDATED
                            BLOOD       ADVERTISING      TOTAL          TOTAL
                        --------------  -----------    ---------     ------------
<S>                       <C>              <C>         <C>            <C>
Revenue from External     $ 250,256        378,193     $ 628,449      $ 628,449
Customers
Interest Expense                  -         11,782        11,782         11,782
Depreciation and
Amortization                      -              -             -              -
Segment Income (Loss)      (449,950)        38,613      (411,337)      (411,337)
Segment Assets            $  43,389      $  46,451     $  89,840      $  89,840
                          =========      =========     =========      =========
</TABLE>

The table below presents certain financial information by business segment for
the three-month period ended June 30, 2005:
<TABLE>
<CAPTION>
                          UMBILICAL CORD     RADIO/TV        INTERNET       SEGMENTS        CONSOLIDATED
                              BLOOD        ADVERTISING     ADVERTISING        TOTAL             TOTAL
                          -----------      -----------     -----------     -----------      -----------
<S>                       <C>              <C>             <C>             <C>              <C>
Revenue from External     $   251,164      $   403,719     $    10,699     $   665,582      $   665,582
Customers
Interest Expense               90,818            3,285               -          94,103           94,103
Depreciation and
Amortization                    3,171                -               -           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
                          ===========      ===========     ===========     ===========      ===========
</TABLE>

The table below presents certain financial information by business segment for
the three-month period ended June 30, 2004:
<TABLE>
<CAPTION>
                        UMBILICAL CORD    RADIO/TV      SEGMENTS     CONSOLIDATED
                            BLOOD       ADVERTISING      TOTAL          TOTAL
                        --------------  -----------    ---------     ------------
<S>                       <C>            <C>           <C>            <C>
Revenue from External     $ 148,264      $ 173,929     $ 322,193      $ 322,193
Customers
Interest Expense                  -          5,429         5,429          5,429
Depreciation and
Amortization                      -              -             -              -
Segment Income (Loss)      (278,006)        12,078      (265,928)      (265,928)
Segment Assets            $  43,389      $  46,451     $  89,840      $  89,840
                          =========      =========     =========      =========
</TABLE>


                                       22
<PAGE>

(15) SUBSEQUENT EVENTS

COMMON STOCK

On July 1, 2005, the Company issued options to purchase 98,331 shares of our
common stock to officers of the company for short term loans made to the
Company. The options are 100% vested on the first anniversary of the grant date
and have an exercise price of $0.18.

On July 1, 2005, the Company issued options to purchase 138,888 shares of common
stock to Gecko Media, Inc. as compensation for carrying balances of past due
invoices. The options are 100% vested on the first anniversary of the grant date
and have an exercise price of $0.18.

On July 1, 2005, the Company issued options to purchase 19,722 shares of common
stock to Family Marketing, LLC for previously carrying past due amounts owed by
the Company. The options are 100% vested on the first anniversary of the grant
date and have an exercise price of $0.18.

On July 1, 2005, the Company issued options to purchase 250,000 shares of common
stock to the CFO as compensation for services. The options vest in one year and
have an exercise price of $0.25.

On July 1, 2005, the Company issued options to purchase 250,000 shares of common
stock to the CTO as compensation for services. The options vest in one year and
have an exercise price of $0.25.

In July 2005, 1,000,000 warrants were exercised by Cornell Capital Partners. The
warrants had an exercise price of $0.20.

In July 2005, the Company entered into two additional stock option agreements
with officers of the Company. The agreements call for the issuance of a total of
500,000 options which vest over a 3-year period at an exercise price of $.25 per
share. In July 2005, the Company entered into two additional stock option
agreements with officers of the Company. The agreements call for the issuance of
a total of 500,000 options which vest over a 3-year period at an exercise price
of $.25 per share.

In July 2005, the Company issued options to purchase 400 shares of our common
stock to an employee as part of their compensation for services provided to the
Company. The options are 100% vested on the first anniversary of the grant date
and have an exercise price of $0.25.

On July 6, 2005, 135,870 shares of common stock were issued to Cornell Capital
Partners to repay $25,000 of a promissory note.

On July 12, 2005, 447,307 shares of common stock were issued to Cornell Capital
Partners to repay $250,000 of a promissory note.

                                       23
<PAGE>

On July 19, 2005, 569,217 shares of common stock were issued to Cornell Capital
Partners to repay $250,000 of a promissory note.

On July 26, 2005, 189,992 shares of common stock were issued to Cornell Capital
Partners to repay $85,553 of a promissory note.

On August 3, 2005, 752,785 shares of common stock were issued to Cornell Capital
Partners to repay $250,000 of a promissory note.

NOTES AND LOANS PAYABLE

On July 13, 2005 Cornell Capital Partners issued a promissory note in the amount
of $500,000. The principal amount of $500,000 was funded to Cord Blood America,
Inc. ("the Company") on July 14, 2005. The promissory note is non-interest
bearing unless and until there is an event of default. The note is due and
payable on or before August 1, 2005. The Company shall make two weekly scheduled
payments with the first payment due and payable on July 25, 2005, and the
succeeding scheduled payment shall be due and payable on August 25, 2005.
Payment was made on July 25, 2005 via stock.

PART II. - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

         The following exhibits are filed as part of this Form 10-QSB.
<TABLE>
<CAPTION>
EXHIBIT NO.         DESCRIPTION                                          LOCATION
-----------         -----------                                          --------
<S>                 <C>                                                  <C>
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. Smith,
                    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. Smith, pursuant to
                    Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>

         (b)      Reports on Form 8-K.

         Current Report on Form 8-K, dated January 20, 2005, reporting Items
         1.01, 2.03 and 9.01 relating to the execution of a promissory note with
         a board member.

         Current Report on Form 8-K, dated January 20, 2005, reporting Item 8.01
         relating to Cord Blood America clearing the NASD for trading on the
         OTCBB.

         Current Report on Form 8-K, dated February 28, 2005, reporting Items
         1.01, 2.01, 3.02 and 9.01 relating to the acquisition of Rainmakers
         International.

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<PAGE>

         Current Report on Form 8-K, dated March 2, 2005, reporting Items 8.01
         and 9.01 relating to a press release announcing the launch of CBA
         Professional Services.

         Current Report on Form 8-K, dated March 11, 2005, reporting Items 7.01
         and 9.01 relating to a press release projecting first quarter revenues
         for Rainmakers.

         Current Report on Form 8-K, dated March 15, 2005, reporting Items 7.01
         and 9.01 relating to a press release projecting first quarter
         consolidated revenues.

         Current Report on Form 8-K, dated March 28, 2005, reporting Items 1.01,
         2.02 and 9.01 relating to execution of the Standby Equity Agreement and
         a press release announcing fiscal year 2004 revenues.

         Current Report on Form 8-K, dated April 12, 2005, reporting Items 2.02
         and 9.01 relating to a press release announcing fiscal year 2004
         financial results.

         Current Report on Form 8-K, dated May 3, 2005, reporting Items 2.02 and
         9.01 relating to the execution of a promissory note with Cornell
         Capital Partners and the acquisition of Family Marketing.

         Current Report on Form 8-K, dated June 9, 2005, reporting Items 2.02
         and 9.01 relating to a press release announcing the filing of the
         Quarterly Report on Form 10-QSB for the first quarter of 2005.

         Current Report on Form 8-K, dated June 21, 2005, reporting Items 2.02
         and 9.01 relating to a press release announcing financial results for
         the three months ended March 31, 2005.

         Current Report on Form 8-K, dated June 24, 2005, reporting Items 2.02,
         2.04, 7.01 and 9.01 relating to the disclosure of investor relation
         materials, an amended and restated promissory note in the amount of
         $600,000 and a press release announcing an address to investors through
         webcast by Chairman and CEO, Matthew Schissler

         Current Report on Form 8-K, dated June 28, 2005, reporting Items 5.02
         relating to the re-election of Matthew L. Schissler as Chairman of the
         Board.

         Current Report on Form 8-K, dated June 29, 2005, reporting Items 7.01
          and 9.01 relating to a press release announcing PennyStockChat.com
          selected Cord Blood America as a top 2005 Stock Pick of the Year.

         Current Report on Form 8-K, dated July 6, 2005, reporting Items 7.01
         and 9.01 relating to a press release announcing the launch of the
         Partners' Circle Marketing Program.

         Current Report on Form 8-K, dated July 7, 2005, reporting Items 2.04
         and 9.01 relating to the issuance of an Amendment Agreement by Cornell
         Capital Partners.

                                       50
<PAGE>

         Current Report on Form 8-K, dated July 13, 2005, reporting Items 1.01,
         5.02 and 9.01 relating to the Company entering into two five year
         employment agreements and Gayl Rogers Chrysler's acceptance to serve as
         Board Member.

         Current Report on Form 8-K, dated July 21, 2005, reporting Items 2.02,
         2.04, 7.01 and 9.01 relating to a press release providing a corporate
         update to shareholders, a press release announcing the Chairman and CEO
         of the Company will present at an investor conference and the issuance
         of a promissory note in the amount of $500,000.

         Current Report on Form 8-K, dated July 26, 2005, reporting Items 2.02,
         7.01 and 9.01 relating to the disclosure of a Power Point to be
         presented to potential investors.

                                       51
<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:  September 1, 2005              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)


                                       52