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

                                  FORM 10-QSB/A


(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 March 31, 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 May 31, 2005: 34,833,031 shares of common stock, par value $.0001
per share.

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


<PAGE>


                                EXPLANATORY NOTE

THIS  AMENDMENT ON FORM  10-QSB/A  CONSTITUTES  AMENDMENT NO. 1 TO THE QUARTERLY
REPORT ON FORM  10-QSB  FOR THE THREE  MONTHS  ENDED  MARCH 31,  2005  WHICH WAS
PREVIOUSLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") ON JUNE
9,  2005.  THIS  REPORT IS AMENDED  FOR  CHANGES  TO THE  FINANCIAL  STATEMENTS,
FOOTNOTES TO THE FINANCIAL STATEMENTS, THE DISCLOSURES SET FORTH IN MANAGEMENT'S
DISCUSSION AND ANALYSIS AND CHANGES IN SECURITIES.

THIS AMENDMENT AMENDS THE FINANCIAL STATEMENTS, FOOTNOTES TO THE FINANCIAL
STATEMENTS, THE DISCLOSURES SET FORTH IN MANAGEMENT'S DISCUSSION AND ANALYSIS
AND CHANGES IN SECURITIES PORTIONS OF THE QUARTERLY REPORT AS SPECIFIED ABOVE
AND DOES NOT REFLECT EVENTS OCCURRING AFTER THE ORIGINAL FILING DATE OF THE
QUARTERLY REPORT ON JUNE 9, 2005.





























<PAGE>

                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES


                              INDEX TO FORM 10-QSB


PART I. FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements (unaudited)

         Condensed Consolidated Balance Sheet (unaudited) as of March 31, 2005

         Condensed Consolidated Statements of Operations (unaudited) for the
         three months ended March 31, 2005 and 2004

         Condensed Consolidated Statements of Cash Flows (unaudited) for the
         three months ended March 31, 2005 and 2004

         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>


ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



                   CORD BLOOD AMERICA, INC., AND SUBSIDIARIES


                      Condensed Consolidated Balance Sheet
                                  (Unaudited)


<TABLE>
<CAPTION>

<S>                                                                      <C>

                                     ASSETS
                                     ------

Current assets:
     Cash                                                                $    81,685
     Accounts receivable, net of allowance for
         doubtful accounts of $33,750                                        161,010
                                                                         -----------
             Total current assets                                            242,695

Property and equipment, net                                                   18,240
Deposits                                                                      21,392
Other assets                                                                   4,275
                                                                         -----------
             Total assets                                                $   286,602
                                                                         ===========

                        LIABILITIES AND CAPITAL DEFICIT
                        -------------------------------

Current liabilities:
     Accounts payable                                                    $   652,198
     Accrued expenses                                                        327,076
     Deferred revenue                                                        312,671
     Due to stockholders                                                     108,420
     Capital lease obligations, current portion                                3,403
     Loan payable                                                             67,917
     Promissory notes payable, net of unamortized discount of $44,009        954,991
                                                                         -----------
             Total current liabilities                                     2,426,676

Capital lease obligations, net of current portion                              5,967
                                                                         -----------
             Total liabilities                                             2,432,643

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, 31,340,625 shares issued and outstanding                  3,134
     Additional paid-in capital                                              906,532
     Accumulated deficit                                                  (3,055,707)
                                                                         -----------
             Total capital deficit                                        (2,146,041)
                                                                         -----------
             Total liabilities and capital deficit                       $   286,602
                                                                         ===========
</TABLE>

   See the accompanying notes to condensed consolidated financial statements.

                                       3


<PAGE>


                   CORD BLOOD AMERICA, INC., AND SUBSIDIARIES


                 Condensed Consolidated Statements of Operations
                                  (Unaudited)


                                                  THREE-MONTH     THREE-MONTH
                                                 PERIOD ENDED    PERIOD ENDED
                                                MARCH 31, 2005  MARCH 31, 2004
                                                 ------------    ------------

Revenue                                          $    819,814    $    272,660

Cost of services                                     (605,864)       (182,433)
                                                 ------------    ------------

              Gross profit                            213,950          90,227

Administrative and selling expenses                (1,197,286)       (229,273)
                                                 ------------    ------------

             Loss from Operations                    (983,336)       (139,046)
                                                 ------------    ------------

Interest expense                                      (46,606)         (6,353)
                                                 ------------    ------------

         Net loss before income taxes              (1,029,942)       (145,399)

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

         Net loss                                $ (1,029,942)       (145,399)
                                                 ============    ============

Basic and diluted loss per share                 $      (0.04)   $      (0.10)
                                                 ============    ============

Weighted average common shares outstanding         26,281,848      1,434,437
                                                 ============    ============





















   See the accompanying notes to condensed consolidated financial statements.

                                       4

<PAGE>

                   CORD BLOOD AMERICA, INC., AND SUBSIDIARIES


                 Condensed Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                              THREE-MONTH     THREE-MONTH
                                                             PERIOD ENDED     PERIOD ENDED
                                                           MARCH 31, 2005    MARCH 31, 2004
                                                            -----------       -----------
<S>                                                         <C>               <C>
Cash flows from operating activities:
    Net loss                                                $(1,029,942)         (145,399)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
         Issuance of stock for services                         433,841            10,000
         Provision for uncollectible accounts                     2,435             6,360
         Depreciation                                             1,635                45
         Amortization of discount on warrants                    18,016                --
         Changes in operating assets and liabilities:
           Accounts receivable                                  (64,043)          (28,163)
           Deposits                                              (1,392)               --
           Other assets                                          (2,213)               --
           Accounts payable                                     261,960            (4,783)
           Accrued expenses                                      55,858                --
           Deferred revenue                                      86,949            20,604
                                                            -----------       -----------

             Net cash used in operating activities             (236,896)         (122,809)

Cash flows from investing activities:
    Purchase of property and equipment                             (423)               --
    Redemtion of certificates of deposit                         75,000                --
                                                            -----------       -----------
             Net cash provided by investing activities           74,577                --

Cash flows from financing activities:
    Proceeds from the issuance of loan payable                   70,000                --
    Payments of loan payable                                     (2,083)               --
    Payments on capital lease obligations                          (477)               --
    Net repayments on line of credit                             (6,484)           (8,355)
    Proceeds from advance from officer                            9,832                --
    Payments on advance from officer                                 --            (2,966)
    Proceeds from issuance of common stock                       53,000           185,000
                                                            -----------       -----------
</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 three-months ended March 31, 2005 and 2004


<TABLE>
<CAPTION>
                                                             THREE-MONTH      THREE-MONTH
                                                            PERIOD ENDED      PERIOD ENDED
                                                           MARCH 31, 2005    MARCH 31, 2004
                                                            -----------       -----------
<S>                                                         <C>               <C>


             Net cash provided by financing activities          123,788           173,679
                                                            -----------       -----------
             Net (decrease) increase in cash                    (38,531)           50,870

Cash, at beginning of period                                    120,216            48,226
                                                            -----------       -----------
Cash, at end of period                                      $    81,685            99,096
                                                            ===========       ===========

</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


<TABLE>
<CAPTION>
                                                             THREE-MONTH      THREE-MONTH
                                                            PERIOD ENDED      PERIOD ENDED
                                                           MARCH 31, 2005    MARCH 31, 2004
                                                            -----------       -----------
<S>                                                         <C>               <C>

Supplemental disclosures of cash flow information:
    Cash paid for interest                                  $    18,655                --
                                                            ===========       ===========

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

Supplemental disclosures of non-cash investing and
    financing activities:
      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
                                 MARCH 31, 2005


(1)      BASIS OF PRESENTATION

The accompanying unaudited financial statements of Cord Blood America, Inc.
("CBA" or 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") and Career Channel Inc, D/B/A Rainmakers International ("Rain"),
(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., 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

                                       8

<PAGE>

operations of CBA have been included with the results of operations of Cord in
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.

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 three months
ended March 31, 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.

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 3 to the
financial statements for a discussion of management's plans and intentions.

 (c) ACCOUNTS RECEIVABLE

Accounts receivable consist of the amounts due for the processing and storage of
umbilical cord blood, advertising and commercial production. 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) 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 Division consists of payments for per inquiry leads
that have not yet been provided.

(e) 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

                                       9


<PAGE>

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 is evaluated under EITF No. 99-19, "Reporting
Revenue Gross as a Principal versus Net as an Agent" ("EITF 99-19"). EITF 99-19
addresses the revenue associated with sales to customers where the Company is
not the primary obligor in the arrangement. Revenue from the Marketing Division
and the costs associated with these types of arrangements are reported net in
the accompanying statements of operations.

The Company's Marketing Division generates revenue from advertising services,
including media buying, marketing and advertising production services. The
Company's advertising service revenue is derived from commissions that are
earned when the media ad space is sold and the airing of 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.

 (f) 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.

(g) 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:


















                                       10

<PAGE>


                                                  Three-month      Three-month
                                                  period ended     period ended
                                                 March 31, 2005   March 31, 2004
                                                 -------------    ------------
Net loss, as reported                            $ (1,029,942)        (145,399)
Add: stock-based employee compensation expense   ------------     ------------
  included in reported net loss 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                                         (24,380)              --
                                                 ------------     ------------
  Pro forma net loss                             $ (1,054,322)        (145,339)
Basic and diluted loss per common share,
  as reported                                    $      (0.04)           (0.10)
Basic and diluted loss per common share,
  pro forma                                      $      (0.04)           (0.10)



(h) 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 26,281,848 and
1,434,437 for the three months ended March 31, 2005 and 2004, respectively. The
Company has 2,769,918 and -0- outstanding options to acquire common stock at
March 31, 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.

(i) 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, one source for its
collection kits, and one source for the development and maintenance of a
website. The Company believes alternative sources are available for each of
these concentrations.

(j) 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.







                                       11

<PAGE>


(3) 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 $3,056,000 as of March 31, 2005. In addition, the Company has
consumed cash in its operating activities of approximately $237,000 for the
three months ended March 31, 2005 and has a working capital deficit of
approximately $2,184,000 as of March 31, 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 and by issuing
debt 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.

(4) ACCRUED EXPENSES

The components of accrued expenses at March 31, 2005 are summarized as follows:

                                                               March 31,
                                                                 2005
                                                               --------
          Accrued salaries and benefits                        $116,222
          Accrued consulting and professional fees              108,323
          Accrued interest                                       37,434
          Other                                                  65,097
                                                               --------
                                                               $327,076
                                                               ========


(5) 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.







                                       12


<PAGE>

The First Note requires monthly payments of interest and principal commencing in
February 2005. The Second Note requires monthly payments of principal and
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 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 March 31, 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 March 31, 2005, $954,991 was outstanding on the First, Second and Third notes
combined. During the three month period ended March 31, 2005, approximately
$50,000 of interest has been incurred and approximately $12,600 has been paid on
these notes. At March 31, 2005, approximately $37,400 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 March 31, 2005, the outstanding principal
balance on the advance was $67,917.

(6) 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 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


                                       13

<PAGE>

collected, on all specimens collected after January 1, 2004 until the patents
expire in the year 2010. During the quarter ended March 31, 2005 and 2004, the
Company incurred approximately $51,600 and $18,300, respectively in royalties
relating to the Patent License Agreement of which approximately $51,600 is
included in accounts payable at March 31, 2005.

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 March 31, 2005 the Company
sold approximately $42,900 in receivables, of which approximately $4,100 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 March 31, 2005, the Company incurred
approximately $3,000 in discounts relating to the sale of these receivables.

 OPERATING LEASE

In 2005 and 2004, 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 March 31, 2005, are as follows:


                  2005                        $63,195
                  2006                         77,361
                  2007                         79,567
                  2008                         78,281
                  2009                         60,391
                                             --------
                                             $358,794
                                             ========


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 approximately
$13,000, which is included in accrued expenses in the accompanying balance
sheet. Total lease expense for operating leases, including those with terms of
less than one year, amounted to approximately $27,600 and $7,300 for the three
months ended March 31, 2005 and 2004, respectively.

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


                                       14

<PAGE>

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.

DEBT

In March 2005, the Company entered into a Standby Equity Distribution Agreement
(the "Equity Agreement") whereby the Company shall sell up to $5,000,000 of the
Company's common stock to an investment group at the Company's discretion over a
24 month period. The Equity Agreement allows the Company to sell shares of
common stock to the investor group in incremental advances not to exceed
$250,000. The shares of common stock issued at each advance are calculated based
on 98% of the lowest volume weighted average price of the Company's common stock
for the 5 day period after the request for an advance was received. The
investment company also receives a 5% fee for each advance. The Equity Agreement
called for the issuance of 1,239,029 shares of common stock as a one time
commitment fee. Prior to any advances, as funded through the issuance of shares
of common stock, the Company must file, and the Securities and Exchange
Commission must declare effective a registration statement registering the
resale of the Company's securities in accordance with the Equity Agreement. The
Company has not drawn on any advances to date.

In connection with the Equity Agreement, the Company entered into a Placement
Agency Agreement (the "Agent Agreement") with a registered broker-dealer to act
as the placement agent for the Company as the shares issued in connection with
the Equity Agreement are issued. The Agent Agreement called for a placement
agent fee of $10,000 paid by the issuance of 51,626 shares of the Company's
common stock.

 (7) SALES CONTRACTS

The Company's Cord Blood Division has sales contracts totaling approximately
$272,500 and $56,900 as of March 31, 2005 and 2004, 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 Cord Blood Division
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.

(8) 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.




                                       15

<PAGE>

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 (see Note 9). The new Web Agreement expires in March 2006.

During 2004 and 2003, the Company paid approximately $60,800 and $20,600,
respectively, relating to both web development agreements. For the three months
ending March 31, 2005 and 2004, the Company paid approximately, $17,500 and
$4,200. At March 31, 2005, the Company owed approximately $27,700 relating to
these web development agreements which is included in accounts payable in the
accompanying balance sheet.

(9) 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 8). 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, which is included in the
accompanying financial statements.

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 first quarter of 2005, the Company
issued a total of 1,019,918 stock options under the Option Plan. The options
issued have an exercise price ranging from $.25 to $.34 per share and vest over
a 4-year period.



                                       16

<PAGE>

The following table summarizes stock option activity for the three months ended
March 31, 2005. No stock options were exercised during the three months ended
March 31, 2005.

                                                              WEIGHTED
                                                SHARES        AVERAGE
                                                 UNDER     EXERCISE PRICE
                                                OPTION       PER SHARE
                                              ----------     ----------
            Outstanding at December 31, 2003          --     $       --
              Granted                          1,750,000           0.25
              Exercised                               --             --
              Expired/forfeited                       --             --
                                              ----------     ----------
            Outstanding at December 31, 2004   1,750,000     $     0.25
                                              ==========     ==========
              Granted                          1,019,918           0.25
              Exercised                               --             --
              Expired/forfeited                       --             --
                                              ----------     ----------
            Outstanding at March 31, 2005      2,769,918     $     0.25
                                              ==========     ==========


The weighted average fair value at the date of grant for the options granted
during the three months ended March 31, 2005 was approximately $.08 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                      4.69%
              Expected life                             10 years
              Dividend yield                                  0%
              Volatility                                 128.34%

The following table summarizes the stock options outstanding and exercisable at
March 31, 2005:


                      OUTSTANDING                             EXERCISABLE
------------------------------------------------------    --------------------

                              AVERAGE         WEIGHTED                WEIGHTED
                NUMBER       REMAINING        AVERAGE     NUMBER      AVERAGE
EXERCISE         OF         CONTRACTUAL       EXERCISE      OF        EXERCISE
 PRICE         OPTIONS         LIFE            PRICE      OPTIONS      PRICE
--------     ---------      -----------       --------    -------     --------
$   0.25      1,750,000        9 years        $   0.25    437,500     $   0.25
--------     ---------      -----------       --------    -------     --------
$   0.25     1,001,000   9 years, 9 months    $   0.25         --     $   0.25
--------     ---------      -----------       --------    -------     --------
$   0.34        18,918       10 years         $   0.34         --     $   0.34
========     =========      ===========       ========    =======     ========



                                       17


<PAGE>

(10) COMMON STOCK

In January 2005, the Company sold 185,000 shares of our common stock through a
private placement. The shares were sold for a total of $53,000.

On January 10, 2005, the Company issued options to purchase 1,001,000 shares of
our common stock to our employees and a director as part of their compensation
for services provided to the Company. The options vest at a rate of 25% per year
and have an exercise price of $0.25.

In February 2005, the Company entered into a purchase and sale agreement to
acquire 100% of the outstanding shares of Career Channel, Inc., d/b/a
RainMakers, International, through a share exchange. Because RainMakers,
International and Cord Blood were entities under common control, this
transaction was accounted for in a manner similar to a pooling of interests. The
Company issued 3,656,000 shares of common stock for all of the outstanding
shares of RainMakers, International.

In March 2005, the Company issued options to purchase 18,918 shares of our
common stock to employees 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 $.34.

On March 25, 2005, the Company issued 20,000 shares of our common stock to
Digital Wall Street in return for investor relations conference services. The
value of the services performed was $4,000.

On March 25, 2005, the Company issued 250,000 shares of our common stock to Mr.
Jim Learish in return for consulting services performed in 2004. The value of
the services performed was $62,500.

On March 25, 2005, the Company issued 109,369 shares of our common stock to
Tremont Associates in return for consulting services performed in 2004. The
value of the services performed was $27,341.

On March 25, 2005, the Company issued 400,001 shares of our common stock to Mr.
Joe Vicente in return for his service as Division President. The value of the
service performed was $80,000.

(11) 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 makers in
deciding how to allocate resources and in assessing performance.


                                       18

<PAGE>

As of March 31, 2005, the Company has two operating segments. Cord Partners
generates revenues related to the preservation of umbilical cord blood.
Rainmakers generates revenues related to television and radio 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 three-month
period ended March 31, 2005. The Company operated in a single segment during
2004.

                        Umbilical Cord                 Segments     Consolidated
                            Blood       Marketing        Total         Total
                        -----------    -----------    -----------   -----------

Revenue from External   $   321,576    $   498,238    $   819,814   $   819,814
Customers
Interest Expense             43,534          3,072         46,606        46,606
Depreciation and
Amortization                  1,495            140          1,635         1,635
Segment Loss               (550,075)      (479,867)    (1,029,942)   (1,029,942)
Segment Assets          $   201,072    $    85,530    $   286,602   $   286,602
                        ===========    ===========    ===========   ===========



(12) SUBSEQUENT EVENTS


BUSINESS ACQUISITION

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.

PROMISSORY NOTE

On April 27, 2005, we issued a promissory note to Cornell Capital
Partners in the amount of $350,000. The promissory note accrues interest at 12%
per annum and is due and payable nine months from the date of the note. The
promissory note is secured by 18,944,313 shares of our common stock. Pursuant to
the terms of the promissory note, we have also issued to Cornell Capital
Partners warrants to purchase 1,000,000 shares of our common stock at an
exercise price of $0.20. The warrants are exercisable for a period of 5 years.

SALES OF EQUITY SECURITIES

On April 28, 2005, the Company sold 147,500 shares of our common stock through a
private placement. The shares were sold for a total of $17,085.

On April 7, 2005, the Company issued 48,000 shares of our common stock to an
independent contractor in return for operating and distributorship. The value of
the services performed was $10,560.

On April 6, 2005, the Company issued 1,000,000 shares of our common stock to
Bergen Community Regional Blood Center as collateral 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


                                       19

<PAGE>

On May 3, 2005, the Company issued 400,000 shares of our common stock to Mr.
Noah Anderson in return for his service as Chief Technology Officer. The value
of the stock on the date of issuance was $64,000.

On May 3, 2005, the Company issued 400,000 shares of our common stock to Ms.
Sandra Smith in return for her service as Chief Financial Officer. 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.

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 our common stock to Mike
Lewis for investor relations performed. The services were valued at $62,500.

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.

         The acquisition of the Company's first subsidiary corporation, Cord
Partners, Inc., occurred on March 31, 2004. Active operations of Cord Partners,
Inc., commenced in January 2003. On November 12, 2004, the Company formed its
second subsidiary corporation, CBA Professional Services, Inc., as well as its
third subsidiary, CBA Properties, Inc.. On February 28, 2005, the Company
acquired its fourth subsidiary corporation, Career Channel, Inc. d/b/a
Rainmakers International. Rainmakers International commenced operations in March
of 2001. Finally, on April 30, 2005, the Company acquired its fifth subsidiary
corporation, Family Marketing, Inc. Therefore, the Company only has a limited
operating history.




                                       20

<PAGE>

ITERIM AND FUTURE FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------------------------

         Through March 31, 2005, the majority of the Company's revenues were
derived from the sales of two of the Company's subsidiaries, Cord Partners, Inc.
and Rainmakers International. Cord Partners' revenues are comprised of the
following products and services: an umbilical cord blood collection kit,
transport of collected cord blood to Bergen Community Regional Blood Center, the
testing, processing and first year of storage of the cord blood at the Bergen
Community Regional Blood Center and general physician and customer support.
These products and services are bundled and sold at a fixed fee of $1,695.
Beginning in the second year, Cord Partners' clients are billed for annual
storage fee at $95 per year. This fee will continue to be billed annually so
long as the client chooses to store their cord blood.

         The principal components of Cord Partners' cost of services are: the
cost of the umbilical cord blood collection kit, royalty payments to PharmaStem
Therapeutics, Inc. ("PharmaStem"), payments for processing and storage services
to Bergen Community Regional Blood Center, costs of transportation of the
umbilical cord blood collection kit to the expectant family and costs of the
transportation of the umbilical cord blood to Bergen Community Regional Blood
Center. The bulk of Cord Partners' cost of services is the royalty payments to
PharmaStem and the cost of processing and storage services of Bergen Community
Regional Blood Center. At present, PharmaStem receives royalties of $225 per
sample collected and $25 annually for each sample stored. Bergen Community
Regional Blood Center receives $578 for each sample collected and $50 per year
for each sample of cord blood storage thereafter.

         Rainmakers revenues are comprised of the following products and
services: procuring and placing radio and television advertising; per-inquiry
advertising on radio and television; production of radio and television
commercials, procuring and setting up call centers; editing, dubbing and
distribution of radio and television commercials; and procuring and placing
print advertising. Rainmakers was acquired on February 28, 2005 and is in the
business of advertising. Beginning with this filing, all consolidated financial
information reported since inception includes that of Rainmakers International
for comparative purposes.

         Costs of services associated with the revenues of Rainmakers are as
follows: set up and per minute charges from the procured call center; set up,
filming, recording, creating graphics, editing, dubbing and distribution of
commercials produced; media venue fees for advertising procured; and media venue
fees for sales leads generated via per inquiry advertising.

         On April 30, 2005, Cord Blood America acquired Family Marketing, Inc.
("Family Marketing"). Family Marketing is in the business of internet
advertising. Sources of revenue for Family Marketing include: lead generation
for online advertisers, affiliate commissions, and email list marketing.

         Costs of services associated with the Family Marketing are "Pay per
click" advertising, email list advertising, banner advertising, and directory
submission fees.

         The Company plans to continue the organic growth of its subsidiary,
Cord Partners, through continued improvement of internal processes, viral
marketing and expanded internet marketing efforts to facilitate increased
prospective customer contact. Additionally, CPI will be concentrating efforts on
building additional sales channels through Obstetrics and Gynecological



                                       21

<PAGE>

practices and other healthcare professionals. The Company also intends to
experience growth through mergers and/or acquisitions of other stem cell
preservation companies. The Company is currently exploring various acquisition
opportunities and will continue to do so. In April of 2005, the Company made
some changes to help improve its results of operations. These changes included
the combination of Cord Partners' internal and external sales teams under one
manager which allowed for the elimination of two positions for a more efficient,
cost effective department. The restructuring reduced wages and related expenses
by approximately $28,000 per quarter. Management believes the restructured
department is still capable of producing the same, if not increased, revenues.
The Company also initiated an agreement with new legal counsel. The new
agreement has reduced legal counsel costs by approximately $18,000 per quarter.
Management will continue to evaluate costs to seek areas where improvement can
be made.

         Currently, management plans on using some of the proceeds from the sale
of equity under the Standby Equity Distribution Agreement to repay the three
promissory notes the Company entered into in 2004. This will eliminate the
quarterly interest expense of approximately $42,000 as well as the liability of
the notes. Finally, the Company is implementing growth strategies of its latest
acquisitions, Rainmakers and Family Marketing, as both companies have been
capable of being profitable. The focus is on increasing revenues while keeping
operating expenses to a minimum.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THE
-------------------------------------------------------------------------------
THREE MONTHS ENDED MARCH 31, 2004
---------------------------------

         For the three months ended March 31, 2005, the Company had revenues of
$819,814 and a net loss of $1,029,942, as compared to revenues of $272,660 and a
net loss of $145,399 for the three months ended March 31, 2004. We believe that
our sales will continue to increase as the result of our marketing efforts, the
growth of our internal sales team and our efforts in exploring additional sales
channels for our services. We believe the increase in revenue in the first
quarter of 2005 is due in part to the price increase for cord blood enrollment
and processing in January 2005 from $1,595 to $1,695. We also consistently
communicated with prospective customers through direct mail and e-mail. We
continued to advertise through print media as well as on the internet. We
redesigned the packaging of our umbilical cord blood collection kits to increase
awareness of the Cord Partners brand in hospitals and among consumers. We also
hired and retained additional salespeople in March 2005 in order to contact an
increased number of prospective clients and schedule more frequent follow-ups.

         For the three months ended March 31, 2005, the cost of our services was
$605,864, as compared to $182,433 for the three months ended March 31, 2004. For
the three months ended March 31, 2005, our gross profit was $213,950 and our
gross profit percentage was 26%, as compared to gross profit of $90,227 and
gross profit percentage of 33% for the comparable period of 2004. For the three
months ended March 31, 2005, the cost of our services increased as the number of
customers choosing to utilize our services increased over the comparable period
in 2004.

         For the three months ended March 31, 2005, our administrative and
selling expenses were $1,197,286, as compared to $229,273 for the three months
ended March 31, 2004. Our administrative and selling expenses increased as a
result of several factors. First, we added and retained ten new employees since
the three months ended March 31, 2004, two of which were executive officers.


                                       22
<PAGE>


Therefore, we incurred an increase in wage and payroll burden expense during the
first quarter of 2005 of approximately $363,800 as compared to the same quarter
in 2004. The addition of these employees contributed to the approximate $28,200
increase in other employee related expenses such as telephone and internet
service expenses, computer service expense, parking expense and office supplies
expense. Independent contractor fees increased by approximately $13,500 in the
fist quarter of 2005 as compared to the same quarter in 2004. Our insurance
expense increased by approximately $11,200 as the result of additional coverage
required by our Patent License Agreement with PharmaStem and the addition of a
Directors and Officers policy. We incurred approximately $2,900 in bank and
finance related charges through the addition of four bank accounts and three
company credit cards. Our expenses for development, maintenance and hosting of
our websites increased by approximately $31,100 per our Web Development and
Maintenance Agreement with Gecko Media. Travel expense increased by
approximately $2,100. Additionally, we scaled our internet advertising across
multiple websites, launched several e-mail campaigns and utilized extensive "pay
per click" advertising channels which all contributed to the $37,400 increase in
web advertising expense. We increased our print advertising by approximately
$13,600. The production of our marketing materials and associated postage and
delivery expenses increased by approximately $23,900 due to extensive
distribution of consumer information guides, increased direct mailings and the
dispersal of brochures to OB/GYN offices. In October 2004, we relocated to a
larger, traditional office space, which contributed to the increase in rent of
approximately $20,200 in the first quarter of 2005. $4,500 in software and
consulting fee expenses were incurred due to the customization of the Company's
accounting and CRM system. Professional fees for auditing and legal services
related to public company obligations increased by approximately $70,800. We
also incurred approximately $260,000 in professional fees in relation to the
Standby Equity Agreement. There were also $11,500 in other public company
related expenses such as investor relations, filings, listings and stock
transfer and issuance expenses.

         At March 31, 2005, we had current assets of $242,695 and current
liabilities of $2,426,676, resulting in a working capital deficit of $2,183,981.
At March 31, 2005, we had deferred revenue of $312,671, resulting from our
entering into contracts with expectant parents pertaining to products or
services that had not yet been provided or contracts for the delivery of per
inquiry leads that have not yet been delivered.

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

WE ARE SUBJECT TO VARIOUS RISKS THAT MAY MATERIALLY HARM OUR BUSINESS, FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

         You should carefully consider the risks and uncertainties described
below and the other information in this filing before deciding to purchase our
common stock. If any of these risks or uncertainties actually occurs, our
business, financial condition or operating results could be materially harmed.
In that case, the trading price of our common stock could decline and you could
lose all or part of your entire investment.











                                       23
<PAGE>


RISKS RELATED TO OUR BUSINESS

MANAGEMENT RECOGNIZES THAT WE MUST RAISE ADDITIONAL FINANCING TO FUND OUR
ONGOING OPERATIONS AND IMPLEMENT OUR BUSINESS PLAN OR WE COULD BE FORCED TO
CURTAIL OR CEASE OPERATIONS

         It is imperative that we obtain debt and/or equity financing to
implement our business plan and to finance ongoing operations. There can be no
assurance that any new capital will be available or that adequate funds will be
sufficient for our operations, whether from financial markets, or that other
arrangements will be available when needed or on terms satisfactory to our
management. Our failure to obtain adequate additional financing may require us
to delay, curtail or scale back some or all of our operations and may hinder our
ability to expand our business. Any additional financing may involve dilution to
our then-existing shareholders, which could result in a decrease in the price of
our shares.

         Currently, we are dependent upon external financing to fund our
operations. Our financing needs are expected to be provided, in large part, by
our Equity Distribution Agreement. The amount of each advance under the Equity
Distribution Agreement is subject to a maximum amount equal to $250,000. Because
of this maximum advance restriction, we may not be able to access sufficient
funds when needed. If the market price of our shares of common stock declines,
we would be required to issue more shares of common stock in order to draw down
the same dollar amount of an advance than if our stock price were higher.

WE HAVE BEEN THE SUBJECT OF A GOING CONCERN OPINION BY OUR INDEPENDENT AUDITORS
WHICH HAVE RAISED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING
CONCERN

         Our consolidated financial statements have been prepared assuming we
will continue as a going concern. We have experienced recurring net losses from
operations, which losses have caused an accumulated deficit of $3,055,707 as of
March 31, 2005. In addition, for the three-months ended March 31, 2005 we have
consumed cash in our operating activities of $236,896 and have a working capital
deficit of $2,183,981 as of March 31, 2005. These factors, among others, raise
substantial doubt about the Company's ability to continue as a going concern.
Assurances cannot be given that adequate financing can be obtained to meet our
capital needs. If we are unable to generate profits and unable to continue to
obtain financing to meet our working capital requirements, we may have to
curtail our business sharply or cease operations altogether. Our continuation as
a going concern is dependent upon our ability to generate sufficient cash flow
to meet our obligations on a timely basis, to retain our current financing, to
obtain additional financing, and, ultimately, to attain profitability. Should
any of these events not occur, the accompanying financial statements will be
adversely effected and we may have to cease operations.

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, WHICH COULD RESULT IN A TERMINATION OF OUR OPERATIONS

         We anticipate that service fees from the processing and storage of
umbilical cord blood will comprise a large portion of our revenues for the
foreseeable future and, therefore, our future success depends on the successful
and continued market acceptance of this service. Broad use and acceptance of our


                                       24
<PAGE>

service requires marketing expenditures and education and awareness of consumers
and medical practitioners. 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, WHICH COULD HAVE A SIGNIFICANT NEGATIVE IMPACT ON OUR FINANCIAL
CONDITION

         We believe that the key to our success is to increase sales of our cord
blood preservation services 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
or enter into one or more new agreements, we may not be able to obtain favorable
terms.


                                       25
<PAGE>

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


                                       26
<PAGE>

         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 Cord Partners cord blood
collection kits have not been cleared as a medical device. The FDA could at any
time require us to obtain medical device pre-market 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.

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


                                       27
<PAGE>

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.

WE COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL, WHICH COULD BE DETRIMENTAL TO
OUR OPERATIONS

         Our success largely depends on the efforts and abilities of our Chief
Executive Officer, Matthew L. Schissler. The loss of his services could
materially harm our business because of the cost and time necessary to find his
successor. Such a loss would also divert management attention away from
operational issues. We do not presently maintain key-man life insurance policies
on our Chief Executive Officer. We also have other key employees who manage our
operations and if we were to lose their services, senior management would be
required to expend time and energy to find and train their replacements. To the
extent that we are smaller than our competitors and have fewer resources we may
not be able to attract the sufficient number and quality of staff.

WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY IN MARKETS WHERE OUR COMPETITORS HAVE
MORE RESOURCES

         Many of our competitors have longer operating histories, larger
customer bases, longer relationships with clients, and significantly greater
financial, technical, marketing, and public relations resources than Cord Blood.
Based on total assets and annual revenues, we are significantly smaller than
many of our competitors. Similarly, we compete against significantly larger and
better-financed companies in our business. We may not successfully compete in
any market in which we conduct business currently or in the future. The fact
that we compete with established competitors who have substantially greater
financial resources and longer operating histories than us, enables them to
engage in more substantial advertising and promotion and attract a greater
number of customers and business than we currently attract. While this
competition is already intense, if it increases, it could have an even greater
adverse impact on our revenues and profitability.








                                       28
<PAGE>

IF WE ARE UNABLE TO RESPOND TO THE RAPID CHANGES IN TECHNOLOGY AND SERVICES
WHICH CHARACTERIZE OUR INDUSTRY, OUR BUSINESS AND FINANCIAL CONDITION COULD BE
NEGATIVELY AFFECTED

         Our business is directly impacted by changes in the Internet and
website services industry. Changes in technology could affect the market for our
services and necessitate changes to those services. We believe that our future
success will depend largely on our ability to anticipate or adapt to such
changes, to offer on a timely basis, services that meet these evolving standards
and demand of our customers. We also believe that our future success will depend
upon how successfully we are able to respond to the rapidly changing
technologies and products. We cannot offer any assurance that we will be able to
respond successfully to these or other technological changes, or to new products
and services offered by our current and future competitors, and cannot predict
whether we will encounter delays or problems in these areas, which could have a
material adverse affect on our business, financial condition and results of
operations.

WE MAY BE UNABLE TO MANAGE GROWTH, WHICH MAY IMPACT OUR POTENTIAL PROFITABILITY

     Successful implementation of our business strategy requires us to manage
our growth. Growth could place an increasing strain on our management and
financial resources. To manage growth effectively, we will need to:

     o    Establish definitive business strategies, goals and objectives.
     o    Maintain a system of management controls.
     o    Attract and retain qualified personnel, as well as, develop, train and
          manage management-level and other employees.

         If we fail to manage our growth effectively, our business, financial
condition or operating results could be materially harmed, and our stock price
may decline.

RISKS RELATED TO OUR STOCK

OUR COMMON STOCK MAY BE AFFECTED BY LIMITED TRADING VOLUME AND MAY FLUCTUATE
SIGNIFICANTLY, WHICH MAY AFFECT OUR SHAREHOLDERS' ABILITY TO SELL SHARES OF OUR
COMMON STOCK

         Prior to this filing, there has been a limited public market for our
common stock and there can be no assurance that a more active trading market for
our common stock will develop. An absence of an active trading market could
adversely affect our shareholders' ability to sell our common stock in short
time periods, or possibly at all. Our common stock has experienced, and is
likely to experience in the future, significant price and volume fluctuations,
which could adversely affect the market price of our common stock without regard
to our operating performance. In addition, we believe that factors such as
quarterly fluctuations in our financial results and changes in the overall
economy or the condition of the financial markets could cause the price of our
common stock to fluctuate substantially. These fluctuations may also cause short
sellers to enter the market from time to time in the belief that we will have
poor results in the future. We cannot predict the actions of market participants
and, therefore, can offer no assurances that the market for our stock will be
stable or appreciate over time. The factors may negatively impact shareholders'
ability to sell shares of our common stock.




                                       29
<PAGE>

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 61.46% of our outstanding shares of common stock as of
May 31, 2005. 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
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.

WE ARE SUBJECT TO PRICE VOLATILITY DUE TO OUR OPERATIONS MATERIALLY FLUCTUATING;
AS A RESULT, ANY QUARTER-TO-QUARTER COMPARISONS IN OUR FINANCIAL STATEMENTS MAY
NOT BE MEANINGFUL

         As a result of the evolving nature of the markets in which we compete,
as well as the current nature of the public markets and our current financial
condition, we believe that our operating results may fluctuate materially, as a
result of which quarter-to-quarter comparisons of our results of operations may
not be meaningful. If in some future quarter, whether as a result of such a
fluctuation or otherwise, our results of operations fall below the expectations
of securities analysts and investors, the trading price of our common stock
would likely be materially and adversely affected. You should not rely on our
results of any interim period as an indication of our future performance.
Additionally, our quarterly results of operations may fluctuate significantly in
the future as a result of a variety of factors, many of which are outside our
control. Factors that may cause our quarterly results to fluctuate include,
among others:

     o    our ability to retain existing clients and customers;
     o    our ability to attract new clients and customers at a steady rate;



                                       30
<PAGE>


     o    our ability to maintain client satisfaction;
     o    the extent to which our products gain market acceptance;
     o    the timing and size of client and customer purchases;
     o    introductions of products and services by competitors;
     o    price competition in the markets in which we compete;
     o    our ability to attract, train, and retain skilled management;
     o    the amount and timing of operating costs and capital expenditures
          relating to the expansion of our business, operations, and
          infrastructure; and o general economic conditions and economic
          conditions specific to media distribution and music.

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 34,833,031 shares of common stock
outstanding as of May 31, 2005, 4,524,600 shares are, or will be, freely
tradable without restriction, unless held by our "affiliates". The remaining
30,308,431 of common stock, which will be held by existing stockholders,
including the officers and directors, are "restricted securities" and may be
resold in the public market only if registered or pursuant to an exemption from
registration. Some of these shares may be resold under Rule 144.

AS ADVANCES ARE REQUESTED UNDER THE EQUITY DISTRIBUTION AGREEMENT, CORNELL
CAPITAL PARTNERS WILL PAY LESS THAN THE THEN-PREVAILING MARKET PRICE AND WILL
HAVE AN INCENTIVE TO SELL ITS SHARES, WHICH MAY CAUSE THE PRICE OF OUR COMMON
STOCK TO DECLINE

         Cornell Capital Partners will purchase shares of our common stock
pursuant to the Equity Distribution Agreement at a purchase price that is less
than the then-prevailing market price of our common stock. Cornell Capital
Partners will have an incentive to immediately sell any shares of our common
stock that it purchases pursuant to the Equity Distribution Agreement to realize
a gain on the difference between the purchase price and the then-prevailing
market price of our common stock. To the extent Cornell Capital Partners sells
its common stock, the common stock price may decrease due to the additional
shares in the market. This could allow Cornell Capital Partners to sell greater
amounts of common stock, the sales of which would further depress the stock
price.

         Cornell Capital Partners may be deemed to beneficially own the shares
of common stock to be issued to Cornell Capital Partners corresponding to a
particular advance notice from us even before such shares of common stock have
been delivered to Cornell Capital Partners and may sell those shares before they
have been delivered. Such sales may cause our stock price to decline.






                                       31
<PAGE>

THE SELLING STOCKHOLDERS UNDER OUR EQUITY DISTRIBUTION AGREEMENT INTEND TO SELL
THEIR SHARES OF COMMON STOCK IN THE MARKET, WHICH SALES MAY CAUSE OUR STOCK
PRICE TO DECLINE

         The selling stockholders intend to sell in the public market 27,800,859
shares of common stock. Such sales may cause our stock price to decline. Our
officers and directors and those shareholders who are significant shareholders
as defined by the SEC will continue to be subject to the provisions of various
insider trading and Rule 144 regulations.

THE SALE OF OUR STOCK UNDER OUR EQUITY DISTRIBUTION AGREEMENT COULD ENCOURAGE
SHORT SALES BY THIRD PARTIES, WHICH COULD CONTRIBUTE TO THE FUTURE DECLINE OF
OUR STOCK PRICE

         In many circumstances the provision of financing based on the
distribution of equity for companies that are traded on the Over-the-Counter
Bulletin Board has the potential to cause a significant downward pressure on the
price of common stock. This is especially the case if the shares being placed
into the market exceed the market's ability to take up the increased stock or if
Cord Blood has not performed in such a manner to show that the equity funds
raised will be used to grow Cord Blood. Such an event could place further
downward pressure on the price of common stock. Under the terms of our Equity
Distribution Agreement, we may request numerous cash advances. Even if we use
the cash advances to grow our revenues and profits or invest in assets that are
materially beneficial to us, the opportunity exists for short sellers and others
to contribute to the future decline of our stock price. If there are significant
short sales of stock, the price decline that would result from this activity
will cause the share price to decline more so which in turn may cause long
holders of the stock to sell their shares thereby contributing to sales of stock
in the market. If there is an imbalance on the sell side of the market for our
stock, the price will likely decline.

OUR COMMON STOCK IS DEEMED TO BE "PENNY STOCK," WHICH MAY MAKE IT MORE DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS

         Our common stock is deemed to be "PENNY STOCK" as that term is defined
in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. These
requirements may reduce the potential market for our common stock by reducing
the number of potential investors. This may make it more difficult for investors
in our common stock to sell shares to third parties or to otherwise dispose of
them. This could cause our stock price to decline. Penny stocks are stock:

     o    With a price of less than $5.00 per share;
     o    That are not traded on a "recognized" national exchange;
     o    Whose prices are not quoted on the NASDAQ automated quotation system
          (NASDAQ listed stock must still have a price of not less than $5.00
          per share); or
     o    In issuers with net tangible assets less than $2.0 million (if the
          issuer has been in continuous operation for at least three years) or
          $10.0 million (if in continuous operation for less than three years),
          or with average revenues of less than $6.0 million for the last three
          years.

Broker/dealers dealing in penny stocks are required to provide potential
investors with a document disclosing the risks of penny stocks. Moreover,
broker/dealers are required to determine whether an investment in a penny stock
is a suitable investment for a prospective investor.




                                       32
<PAGE>

WE MAY NOT BE ABLE TO ACCESS SUFFICIENT FUNDS UNDER THE EQUITY DISTRIBUTION
AGREEMENT WHEN NEEDED

         We are dependent on external financing to fund our operations. Our
financing needs are expected to be substantially provided from the Equity
Distribution Agreement we have signed with Cornell Capital Partners. No
assurances can be given that such financing will be available in sufficient
amounts or at all when needed, in part, because we are limited to a maximum cash
advance of $250,000 during any seven trading day period. Based on an assumed
common stcok price of $0.196 per share, we will be able to draw a total amount
of $5,000,000 in gross proceeds under the Equity Distribution Agreement. This
amount will utilize all of the 25,510,204 shares of our common stock registered
for the Equity Distribution Agreement. If the actual average price at which we
sell shares of common stock under the Equity Distribution Agreement is less than
$0.196 per share, we would need to register additional shares to fully utilize
the funds available under the Equity Distribution Agreement.

WE MAY NOT BE ABLE TO OBTAIN A CASH ADVANCE UNDER THE EQUITY DISTRIBUTION
AGREEMENT IF CORNELL CAPITAL PARTNERS HOLDS MORE THAN 9.9% OF OUR COMMON STOCK

         In the event Cornell Capital Partners holds more than 9.9% of our
then-outstanding common stock, we will be unable to obtain a cash advance under
the Equity Distribution Agreement. A possibility exists that Cornell Capital
Partners may own more than 9.9% of our outstanding common stock at a time when
we would otherwise plan to make an advance under the Equity Distribution
Agreement. In that event, if we are unable to obtain additional external funding
or generate revenue from the sale of our products, we could be forced to curtail
or cease our operations.

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 March 31,
2005, we had a working capital deficit of $2,183,981. Although no assurances can
be given, we believe that our cash flow deficit will decrease 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 March 31, 2005, the Company held accounts receivable (net of
allowance for doubtful accounts) of $161,010. Accounts receivable are generally
kept current through punctual collection efforts.

         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. We are obligated to pay
to the lender an amount equal to 5% of our consolidated gross revenues for the
immediately preceding calendar month starting on February 1, 2005. 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.


                                       33
<PAGE>

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

         On March 24, 2005, Cord Partners sold $94,682 in future credit card
receivables to a third party, AdvanceMe Inc., for the purchase price of $70,000.
17% of all Visa and MasterCard sales will be automatically deducted by
AdvanceMe, Inc. until $94,682 is received.

         On March 22, 2005, the Company entered into an Equity Distribution
Agreement with Cornell Capital Partners. Under the Equity Distribution
Agreement, Cord Blood may issue and sell to Cornell Capital Partners common
stock for a total purchase price of up to $5,000,000. The purchase price for our
shares is equal to 98%, or a 2% discount, of the offering price, which is
defined in the Equity Distribution Agreement as the lowest volume weighted
average price of the common stock during the five trading days following the
notice date. The amount of each cash advance is subject to a maximum advance
amount of $250,000, with no cash advance occurring within seven trading days of
a prior advance. Cornell Capital Partners received 1,239,029 shares of common
stock issued as a one-time commitment fee under the Equity Distribution
Agreement on March 22, 2005. Cornell Capital Partners will be paid a fee equal
to 5% of each advance, which will be retained by Cornell Capital Partners from
each advance. On March 22, 2005, the Company entered into a Placement Agent
Agreement with Newbridge Securities Corporation, a registered broker-dealer.
Pursuant to the Placement Agent Agreement, the Company paid Newbridge Securities
Corporation a one-time placement agent fee of 51,626 restricted shares of common
stock equal to approximately $10,000 based on the market price of the stock at
the time of issuance. We intend to use the advances under the Equity
Distribution Agreement to assist in the offset of our current cash flow
difficulties.


                                       34
<PAGE>

         On April 27, 2005, we issued a promissory note to Cornell Capital
Partners in the amount of $350,000. The promissory note accrues interest at 12%
per annum and is due and payable nine months from the date of the note. The
promissory note is secured by 18,944,313 shares of our common stock. Pursuant to
the terms of the promissory note, we have also issued to Cornell Capital
Partners warrants to purchase 1,000,000 shares of our common stock at an
exercise price of $0.20. The warrants are exercisable for a period of 5 years.

         If we fail for any reason to repay any of the above loans 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.

         Our near term cash requirements are anticipated to be offset through
the receipt of funds through private placement offerings and additional equity
and/or debt financing. 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.

RECENT 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 June 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.

OFF-BALANCE SHEET ARRANGEMENTS
------------------------------

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



                                       35
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

         As of March 31, 2005, an evaluation was carried out under the
supervision of and with the participation of the Company's management, including
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 March 31, 2005 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 and with the addition of accounting personnel, there
were changes made in the Company's internal controls to increase the separation
of duties.

         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.


























                                       36
<PAGE>

                          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, 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, but that motion was denied. The Plaintiff has proposed a
settlement that would result in the Plaintiff paying our attorneys' fees and
that no further action or damages will be pursued by the Plaintiff.


ITEM 2.  CHANGES IN SECURITIES
         ---------------------

         We have issued the following securities in 2005 without registering
them under the Securities Act of 1933:

         In January 2005, we sold 185,000 shares of our common stock through a
private placement. The shares were sold for a total of $53,000.

         On January 10, 2005, we issued options to purchase 1,001,000 shares of
our common stock to our employees and a director as part of their compensation
for services provided to the Company. The options vest at a rate of 25% per year
and have an exercise price of $0.25.

         In February 2005, we entered into a purchase and sale agreement to
acquire 100% of the outstanding shares of Career Channel, Inc., also known as
RainMakers, International, through a share exchange. Because RainMakers,
International and Cord Blood were entities under common control, this
transaction was be accounted for in a manner similar to a pooling of interests.
We issued 3,656,000 shares of common stock for all of the outstanding shares of
RainMakers, International.

         In March 2005, we issued options to purchase 18,918 shares of our
common stock to our employees 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 $.34.

         On March 25, 2005, we issued 20,000 shares of our common stock to
Digital Wall Street in return for investor relations conference services. The
value of the services performed was $4,000.

         On March 25, 2005, we issued 250,000 shares of our common stock to Mr.
Jim Learish in return for consulting services performed in 2004. The value of
the services performed was $62,500.

         On March 25, 2005, we issued 109,369 shares of our common stock to
Tremont Associates in return for consulting services performed in 2004. The
value of the services performed was $27,341.

         On March 25, 2005, we issued 400,001 shares of our common stock to Mr.
Joe Vicente in return for his service as Division President. The value of the
service performed was $80,000.


                                       37
<PAGE>

         On April 7, 2005, we issued 48,000 shares of our common stock to an
independent contractor in return for operating and distributorship. The value of
the services performed was $10,560.

         In April 2005, we entered into a purchase and sale agreement to acquire
100% of the outstanding shares of Family Marketing, Inc., through a share
exchange. We issued 95,200 shares of common stock for all of the outstanding
shares of Family Marketing, Inc.

         In April 2005, the Company sold 147,500 shares of common stock through
a private placement at $.116 per share for $17,085.

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

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

         On May 3, 2005, we issued 400,000 shares of our common stock to Mr.
Noah Anderson in return for his service as Chief Technology Officer. The total
cash value of the stock on the date of issuance was $64,000.

         On May 3, 2005, we issued 400,000 shares of our common stock to Ms.
Sandra Smith in return for his service as Chief Financial Officer. The total
cash value of the stock on the date of issuance was $64,000.

         On May 5, 2005, we issued 72,500 shares to Premier Funding for $7,500
in Investor Relations services performed from February 2005 through April 2005.

         On May 11, 2005, we 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, we issued 250,000 shares of our common stock to Mike
Lewis for investor relations performed. The total cash value of the stock on the
date of issuance was $92,500.

         Unless otherwise noted in this section, with respect to the sale of
unregistered securities referenced above, all transactions were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933 (the "1933
Act"), and Regulation D promulgated under the 1933 Act. In each instance, the
purchaser had access to sufficient information regarding Cord Blood so as to
make an informed investment decision. More specifically, we had a reasonable
basis to believe that each purchaser was an "accredited investor" as defined in
Regulation D of the 1933 Act and otherwise had the requisite sophistication to
make an investment in Cord Blood's securities.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
         -------------------------------
NONE


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
         -----------------------------------------------------
NONE


ITEM 5.  OTHER INFORMATION
         -----------------
NONE


                                       38
<PAGE>

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>

2.0             Form of Common Stock Share Certificate of Cord       Filed as an exhibit to Registration Statement on
                Blood America, Inc.                                  Form 10-SB filed on May 6, 2004

3.0             Amended and Restated Articles of Incorporation of    Filed as an exhibit to Registration Statement on
                Cord Blood America, Inc.                             Form 10-SB filed on May 6, 2004

3.1             Amended and Restated Bylaws of Cord Blood America,   Filed as an exhibit to Registration Statement on
                Inc.                                                 Form 10-SB filed on May 6, 2004

4.0             Form of Common Stock Share Certificate of Cord       Filed as an exhibit to Registration Statement on
                Blood America, Inc.                                  Form 10-SB filed on May 6, 2004

5.1             Opinion of Kirkpatrick & Lockhart LLP re: Legality   Filed as an exhibit on Form SB-2 filed on May 5,
                                                                     2005

10.0            Patent License Agreement dated as of January 1,      Filed as an exhibit to Amendment Number 1 to
                2004 between PharmaStem Therapeutics, Inc. and       Registration Statement on Form 10-SB filed on
                Cord Partners, Inc.                                  August 23, 2004

10.1            Service Agreement dated as of February 15, 2004 by   Filed as an exhibit to Amendment Number 1 to
                and between Bergen Community Regional Blood Center   Registration Statement on Form 10-SB filed on
                and Cord Partners, Inc.                              August 23, 2004

10.2            Web Development and Maintenance Agreement dated      Filed as an exhibit to Registration Statement on
                March 18, 2004 by and between Gecko Media, Inc.      Form 10-SB filed on May 6, 2004
                and Cord Partners, Inc.

10.3            Employment Agreement dated April 29, 2004 by and     Filed as an exhibit to Registration Statement on
                between Cord Blood America, Inc. and Matthew L.      Form 10-SB filed on May 6, 2004
                Schissler

10.4            Employment Agreement dated April 29, 2004 by and     Filed as an exhibit to Registration Statement on
                between Cord Blood America, Inc. and Stephanie A.    Form 10-SB filed on May 6, 2004
                Schissler

10.5            Stock Option Agreement dated April 29, 2004 by and   Filed as an exhibit to Registration Statement on
                between Cord Blood America, Inc. and Matthew L.      Form 10-SB filed on May 6, 2004
                Schissler

10.6            Stock Option Agreement dated April 29, 2004 by and   Filed as an exhibit to Registration Statement on
                between Cord Blood America, Inc. and Stephanie A.    Form 10-SB filed on May 6, 2004
                Schissler

10.7            Stock Option Agreement dated April 29, 2004 by and   Filed as an exhibit to Registration Statement on
                between Cord Blood America, Inc. and Joseph R.       Form 10-SB filed on May 6, 2004
                Vicente

10.8            Stock Option Agreement dated April 29, 2004 by and   Filed as an exhibit to Registration Statement on
                between Cord Blood America, Inc. and Stephen Weir    Form 10-SB filed on May 6, 2004
</TABLE>

                                       39
<PAGE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
EXHIBIT NO.     DESCRIPTION                                          LOCATION
----------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                  <C>
10.9            Stock Option Agreement dated April 29, 2004 by and   Filed as an exhibit to Registration Statement on
                between Cord Blood America, Inc. and Gecko Media,    Form 10-SB filed on May 6, 2004
                Inc.

10.10           License Agreement by and between Cord Partners,      Filed as an exhibit to Amendment Number 1 to
                Inc. and Premier Office Centers, LLC                 Registration Statement on Form 10-SB filed on
                                                                     August 23, 2004

10.11           Purchase and Sale of Future Receivables Agreement    Filed as an exhibit to Amendment Number 1 to
                between AdvanceMe, Inc. and Cord Partners, Inc.      Registration Statement on Form 10-SB filed on
                                                                     August 23, 2004

10.12           Promissory Note dated August 12, 2004 made by Cord   Filed as an exhibit to Amendment Number 1 to
                Blood America, Inc. to the order of Thomas R.        Registration Statement on Form 10-SB filed on
                Walkey                                               August 23, 2004

10.13           Loan Agreement Dated September 17, 2004 by and       Filed as an exhibit to Amendment Number 2 to
                between Cord Blood America, Inc. and Thomas R.       Registration Statement on Form 10-SB filed on
                Walkey                                               October 6, 2004

10.14           Lease Agreement by and between Cord Partners, Inc.   Filed as an exhibit to Amendment Number 1 to
                and Nine Thousand Sunset, LLC                        Registration Statement on Form 10-SB filed on
                                                                     August 23, 2004

10.15           Promissory Note dated January 17, 2005 made by CBA   Filed as an exhibit to Current Report on Form 8-K
                Professional Services, Inc. to the order of Joseph   filed on January 17, 2005
                R. Vicente

10.16           Exchange Agreement dated February 28, 2005 by and    Filed as an exhibit to Current Report on Form 8-K
                between Cord Blood America, Inc. and Career          filed on March 1, 2005
                Channel, Inc.

10.17           Standby Equity Distribution Agreement dated March    Filed as an exhibit to Current Report on Form 8-K
                22, 2004 between Cornell Capital Partners, LP and    filed on March 28, 2005
                Cord Blood America, Inc.

10.18           Placement Agent Agreement dated March 22, 2005       Filed as an exhibit to Current Report on Form 8-K
                between Newbridge Securities Corporation, Cornell    filed on March 28, 2005
                Capital Partners, LP and Cord Blood America, Inc.

10.19           Registration Rights Agreement dated March 22, 2004   Filed as an exhibit to Current Report on Form 8-K
                between Cornell Capital Partners, LP and Cord        filed on March 28, 2005
                Blood America, Inc.

10.20           Escrow Agreement dated March 22, 2004 between Cord   Filed as an exhibit to Current Report on Form 8-K
                Blood America, Inc., Cornell Capital Partners, LP    filed on March 28, 2005
                and David Gonzalez, Esq.

10.21           Promissory Note to Cornell Capital Partners for      Filed as an exhibit on Form SB-2 filed on May 5,
                $350,000                                             2005

10.22           Warrant for 1,000,000 shares of common stock to      Filed as an exhibit on Form SB-2 filed on May 5,
                Cornell Capital Partners                             2005

10.23           Pledge and Escrow Agreement with Cornell Capital     Filed as an exhibit on Form SB-2 filed on May 5,
                Partners                                             2005

14.1            Code of Ethics                                       Filed as an exhibit on Form SB-2 filed on May 5,
                                                                     2005
</TABLE>



                                       40
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
EXHIBIT NO.     DESCRIPTION                                          LOCATION
----------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                  <C>
23.1            Consent of Kirkpatrick & Lockhart Nicholson          Filed as an exhibit on Form SB-2 filed on May 5,
                Graham, LLP                                          2005

23.2            Consent of Tedder, James, Worden and Associates, PA  Provided herewith

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.

         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.


                                       41
<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:    June 17, 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)





















                                       42