UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





|                                                               |                                                                             
|-------------------------------------------------------------- | ----------------------------------------------------------------------------
|X                                                              | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
|                                                               | ACT OF 1934                                                                 
|For the quarterly period ended: June 30, 2008                 
|or                                                            
|                                                               |                                                                             
|                                                               | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|                                                               | ACT OF 1934                                                                 
|For the transition period from: _____________ to _____________





CORD BLOOD AMERICA, INC.

(Exact name of registrant as specified in its charter)





|                             |              |                    
|---------------------------- | ------------ | -------------------
|FLORIDA                      | 000-50746    | 65-1078768         
|(State or Other Jurisdiction | (Commission  | (I.R.S. Employer   
|of Incorporation)            | File Number) | Identification No.)



501 SANTA MONICA BLVD. STE. 700, SANTA MONICA, CA 90401

(Address of Principal Executive Office) (Zip Code)



(310) 432-4090

(Registrants telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)



|                                                                                                                                                                                                                                              |   |     |   |                           |   |  |  | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --- | - | ------------------------- | - |  |  | 
|Indicate by check mark 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.                                                                                                                                    | x | Yes |   | No                       
|                                                                                                                                                                                                                                             
|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.                                                                                   
|                                                                                                                                                                                                                                              |  
|Large accelerated filer                                                                                                                                                                                                                       |   |     |   | Accelerated filer         |   | 
|Non-accelerated filer                                                                                                                                                                                                                         |   |     |   | Smaller reporting company | x | 
|                                                                                                                                                                                                                                              |  
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                                                                                                                                       |   | Yes | x | No                       
|                                                                                                                                                                                                                                              |  
|Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.                                                                                                                
|                                                                                                                                                                                                                                             
|APPLICABLE ONLY TO CORPORATE ISSUERS:                                                                                                                                                                                                        
|                                                                                                                                                                                                                                             
|As of August 12, 2008, there were 277,258,485 shares of the registrants Common Stock outstanding.                                                                                                                                           
|                                                                                                                                                                                                                                             
|Transitional Small Business Disclosure format (check one):                                                                                                                                                                                    |   | Yes | X | No                       







1



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CORD BLOOD AMERICA, INC. AND SUBSIDIARIES



INDEX TO FORM 10-Q



|                              |                                                                                                     |     
|----------------------------- | --------------------------------------------------------------------------------------------------- | ----
|                              |                                                                                                     | Page
|PART I. FINANCIAL INFORMATION | 3                                                                                                  
|Item 1.                       | Consolidated Financial Statements (unaudited)                                                       | 3   
|                              | Consolidated Balance Sheets as of June 30, 2008 (unaudited) and December 31, 2007 (audited)         | 3   
|                              | Consolidated Statements of Operations (unaudited) for the three months ended June 30, 2008 and 2007 | 5   
|                              | Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2008 and 2007   | 6   
|                              | Notes to Consolidated Financial Statements (unaudited)                                              | 8   
|Item 2.                       | Management's Discussion and Analysis of Financial Condition and Results of Operations               | 15  
|Item 4T.                      | Controls and Procedures                                                                             | 17  
|PART II. OTHER INFORMATION    | 19                                                                                                 
|Item 1.                       | Legal Proceedings                                                                                   | 19  
|Item 2.                       | Unregistered Sales of Equity Securities and Use of Proceeds                                         | 19  
|Item 3.                       | Defaults Upon Senior Securities                                                                     | 19  
|Item 4.                       | Submission of Matters to a Vote of Securities Holders                                               | 19  
|Item 5.                       | Other Information                                                                                   | 19  
|Item 6.                       | Exhibits and Reports on Form 8-K                                                                    | 19  
|Signatures                    | 20                                                                                                 













2



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PART I. FINANCIAL INFORMATION





ITEM 1.

CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET (UNAUDITED)

AS OF JUNE 30, 2008 AND DECEMBER 31, 2007



|                                                                                                  |                                                                                                                                                        |           |                   |           |           |             
|------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------ | --------- | ----------------- | --------- | --------- | ------------
|ASSETS                                                                                           
|Current assets:                                                                                   | June 30,
2008                                                                                                                                          |           | December 31,
2007
|                                                                                                  | Cash                                                                                                                                                   | $         | 34,482            |           | $         | 338,828     
|                                                                                                  | Accounts receivable, net of allowance for doubtful accounts of $35,000                                                                                 |           | 146,464           |           |           | 92,559      
|                                                                                                  | Supplies                                                                                                                                               |           | 5,345             |           |           | 5,345       
|                                                                                                  | Prepaid expenses                                                                                                                                       |           | 18,633            |           |           | 67,544      
|                                                                                                  |                                                                                                                                                        | 204,924   |                   |           | 504,276  
|Property and equipment, net of accumulated depreciation and amortization of $252,908 and $204,806 |                                                                                                                                                        | 90,269    |                   |           | 138,370  
|Deferred financing costs                                                                          |                                                                                                                                                        | 931,287   |                   |           | 1,210,109
|Customer contracts and relationships, net of amortization of $658,083 and $438,533                |                                                                                                                                                        | 4,612,109 |                   |           | 4,868,967
|Deposits                                                                                          |                                                                                                                                                        | 20,130    |                   |           | 10,683   
|Domain name, net of amortization of $94 and $73                                                   |                                                                                                                                                        | 305       |                   |           | 326      
|Other assets                                                                                      |                                                                                                                                                        | 670       |                   |           | 670      
|                                                                                                  | $                                                                                                                                                      | 5,859,694 |                   | $         | 6,733,401
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                            
|Current liabilities:                                                                              |                                                                                                                                                        |          
|                                                                                                  | Accounts payable                                                                                                                                       | $         | 1,069,026         |           | $         | 999,393     
|                                                                                                  | Accrued expenses                                                                                                                                       |           | 1,969,419         |           |           | 1,830,809   
|                                                                                                  | Deferred revenue                                                                                                                                       |           | 1,081,994         |           |           | 1,043,260   
|                                                                                                  | Wages owing to Officers                                                                                                                                |           | 112,865           |           |           | --          
|                                                                                                  | Advances from Officers                                                                                                                                 |           | 168,495           |           |           | 188,955     
|                                                                                                  | Capital lease obligations                                                                                                                              |           | 2,246             |           |           | 3,734       
|                                                                                                  | Derivatives Liability                                                                                                                                  |           | 2,040,092         |           |           | 1,309,854   
|                                                                                                  | Promissory notes payable, net of unamortized discount of $2,715,008 and $4,086,914                                                                     |           | 5,610,727         |           |           | 4,523,533   
|                                                                                                  | Total current liabilities                                                                                                                              |           | 12, 054,864       | 9,899,538
|Stockholders deficit:                                                                            |                                                                                                                                                        |           |                  
|                                                                                                  | Preferred stock, $.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding                                                       |           | --                |           |           | --          
|                                                                                                  | Common stock, $.0001 par value, 300,000,000 shares authorized, 242,853,159 and 195,558,923 shares issued and outstanding, inclusive of treasury shares |           | 24,285            |           |           | 19,569      
|                                                                                                  | Additional paid-in capital                                                                                                                             |           | 27,696,934        |           |           | 31,985,408  
|                                                                                                  | Common stock held in treasury stock, 41,266,667 and 46,266,667 shares                                                                                  |           | (12,159,833)      |           |           | (17,159,833)
|                                                                                                  | Accumulated deficit                                                                                                                                    |           | (21,756,556)      |           |           | (18,011,281)
|                                                                                                  | Total stockholders deficit                                                                                                                            |           | (6,195,170)       |           |           | (3,166,137) 
|                                                                                                  | Total liabilities and stockholders deficit                                                                                                            | $         | 5,859,694         |           | $         | 6,733,401   



See the accompanying notes to condensed consolidated financial statements.





3



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CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007



|                                                    |                  |              |                  |   |            
|--------------------------------------------------- | ---------------- | ------------ | ---------------- | - | -----------
|                                                    | SIX-MONTH PERIOD |              | SIX-MONTH PERIOD
|                                                    | ENDED            |              | ENDED           
|                                                    | JUNE 30,         |              | JUNE 30,        
|                                                    | 2008             |              | 2007            
|Revenue                                             | $                | 2,401,762    |                  | $ | 4,043,547  
|Cost of services                                    |                  | (1, 072,165) |                  |   | (2,647,527)
|Gross profit                                        |                  | 1,329,597    |                  |   | 1,396,020  
|Administrative and selling expenses                 |                  | (1,891,851)  |                  |   | (2,026,572)
|Loss from Operations                                |                  | (562,254)    |                  |   | (630,552)  
|Interest expense and change in derivative liability |                  | (3, 186,298) |                  |   | (2,442,883)
|Net loss before income taxes                        |                  | (3,748,552)  |                  |   | (3,073,435)
|Income taxes                                        |                  | --           |                  |   | --         
|Net loss                                            |                  | (3,748,552)  |                  |   | (3,073,435)
|Basic and diluted loss per share                    | $                | (0.02)       |                  | $ | (0.04)     
|Weighted average common shares outstanding          |                  | 214,573,655  |                  |   | 78,720,661 



See the accompanying notes to condensed consolidated financial statements.



4



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CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE MONTHS ENDED JUNE 30, 2008 AND 2007



|                                                    |                    |             |                    |   |            
|--------------------------------------------------- | ------------------ | ----------- | ------------------ | - | -----------
|                                                    | THREE-MONTH PERIOD |             | THREE-MONTH PERIOD
|                                                    | ENDED              |             | ENDED             
|                                                    | JUNE 30,           |             | JUNE 30,          
|                                                    | 2008               |             | 2007              
|Revenue                                             | $                  | 1,057,262   |                    | $ | 2,345,544  
|Cost of services                                    |                    | (371,391)   |                    |   | (1,548,783)
|Gross profit                                        |                    | 685,871     |                    |   | 796,761    
|Administrative and selling expenses                 |                    | (843,611)   |                    |   | (1,091,824)
|Loss from Operations                                |                    | (157,740)   |                    |   | (295,063)  
|Interest expense and change in derivative liability |                    | (2,341,402) |                    |   | (1,463,409)
|Net loss before income taxes                        |                    | (2,499,142) |                    |   | (1,758,472)
|Income taxes                                        |                    | --          |                    |   | --         
|Net loss                                            |                    | (2,499,142) |                    |   | (1,758,472)
|Basic and diluted loss per share                    | $                  | (0.01)      |                    | $ | (0.02)     
|Weighted average common shares outstanding          |                    | 231,955,641 |                    |   | 99,267,876 



See the accompanying notes to condensed consolidated financial statements.



5



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CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR

THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007



|                                                                            |              |             |              |   |            
|--------------------------------------------------------------------------- | ------------ | ----------- | ------------ | - | -----------
|                                                                            | SIX-MONTH    |             | SIX-MONTH   
|                                                                            | PERIOD ENDED |             | PERIOD ENDED
|                                                                            | JUNE 30,     |             | JUNE 30,    
|                                                                            | 2008         |             | 2007        
|Cash flows from operating activities:                                       |              |             |              |   |            
|Net loss                                                                    | $            | (3,748,552) |              | $ | (3,073,435)
|Adjustments to reconcile net loss to net cash used in operating activities: |              |             |              |   |            
|                                                                            |              |             |              |   |            
|Issuance of stock for services                                              |              | 454,252     |              |   | 689,084    
|Gain on exercise of warrants                                                |              | (150,007)   |              |   | --         
|Amortization of loan discount                                               |              | 1,371,904   |              |   | 1,560,614  
|Amortization of deferred financing costs                                    |              | 278,822     |              |   | --         
|Depreciation and amortization                                               |              | 304,981     |              |   | 222,519    
|Change in value of derivative liability                                     |              | 958,359     |              |   | --         
|Share based compensation                                                    |              | --          |              |   | 3,566      
|Net change in operating assets and liabilities                              |              | 348,678     |              |   | 657,592    
|Net cash used in (provided by) operating activities                         |              | (181,563)   |              |   | 59,940     
|                                                                            |              |             |              |   |            
|Cash flows from investing activities:                                       |              |             |              |   |            
|Purchase of CorCell                                                         |              | --          |              |   | 16,614     
|Purchase of property and equipment                                          |              |             |              |   | (2,937)    
|Net cash provided by investing activities                                   |              | --          |              |   | 13,677     
|                                                                            |              |             |              |   |            
|Cash flows from financing activities:                                       |              |             |              |   |            
|Repayments on loans payable                                                 |              | (367,613)   |              |   | (315,210)  
|Proceeds from advances from officers                                        |              | 15,538      |              |   | 223,725    
|Issuance of common shares for cash                                          |              | 183,877     |              |   | 131,650    
|Proceeds from issuance of notes payable                                     |              | 82,900      |              |   | 211,400    
|Payments on capital lease obligations                                       |              | (1,487)     |              |   | (2,773)    
|Payments on advances from officers                                          |              | (35,998)    |              |   | (42,309)   
|Net cash provided by (used in) financing activities                         |              | (122,783)   |              |   | 206,483    
|                                                                            |              |             |              |   |            
|Net increase (decrease) in cash                                             |              | (304,346)   |              |   | 280,100    
|Cash and cash equivalents, at beginning of period                           |              | 338,828     |              |   | 21,566     
|Cash and cash equivalents, at end of period                                 | $            | 34,482      |              | $ | 301,666    



See the accompanying notes to condensed consolidated financial statements.



6



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CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR

THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007



|                                                                         |              |        |              |   |          
|------------------------------------------------------------------------ | ------------ | ------ | ------------ | - | ---------
|                                                                         | SIX-MONTH    |        | SIX-MONTH   
|                                                                         | PERIOD ENDED |        | PERIOD ENDED
|                                                                         | JUNE 30,     |        | JUNE 30,    
|                                                                         | 2008         |        | 2007        
|Supplemental disclosures of cash flow information:                       |              |        |              |   |          
|Cash paid for interest                                                   | $            | 86,311 |              | $ | 96,092   
|Supplemental disclosures of non-cash investing and financing activities: |              |        |              |   |          
|Proceeds from debt issuance, in escrow                                   |              |        |              |   | 250,000  
|                                                                         |              |        |              |   |          
|Discount on issuance of debt with detachable warrants                    |              | --     |              |   | 4,845,000
|                                                                         |              |        |              |   |          
|Shares issued for the acquisition of CorCell business                    |              | --     |              |   | 1,761,077
|                                                                         |              |        |              |   |          
|Debt repaid through issuance of common stock                             | $            |        |              | $ | 690,416  



See the accompanying notes to condensed consolidated financial statements.





























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CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008



Note 1. Organization and Description of Business

Cord Blood America, Inc. ("CBAI"), formerly D&A Lending, Inc., was incorporated in the State of Florida on October 12, 1999. CBAI's headquarters are located in Los Angeles, California. CBAI is primarily a holding company whose subsidiaries include Cord Partners, Inc., CorCell Co. Inc., CorCell Ltd., (Cord), CBA Professional Services, Inc. D/B/A BodyCells, Inc. ("BodyCells"), CBA Properties, Inc. ("Properties"), and Career Channel Inc, D/B/A Rainmakers International ("Rain"). CBAI and its subsidiaries engage in the following business activities:

·

Cord specializes in providing private cord blood stem cell preservation services to families.

·

BodyCells is a developmental stage company and intends to be in the business of collecting, processing and preserving peripheral blood and adipose tissue stem cells allowing individuals to privately preserve their stem cells for potential future use in stem cell therapy.

·

Properties was formed to hold the corporate trademarks and other intellectual property of CBAI.

·

Rain specializes in creating direct response television and radio advertising campaigns, including media placement and commercial production.

The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that may be necessary in the event CBAI cannot continue as a going concern.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements of Cord Blood America, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with Item 310 of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The consolidated 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 consolidated financial statements should be read in conjunction with Management's Discussion and Analysis and Plan of Operations contained in this report and the audited consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007.

Basis of Consolidation

The consolidated financial statements include the accounts of CBAI and its wholly owned subsidiaries, Cord, CorCell Co, CorCell Ltd., BodyCells, Properties and Rain. Significant inter-company balances and transactions have been eliminated upon consolidation.

Deferred Revenue

Deferred revenue for Cord consists of payments for enrollment in the program and processing of umbilical cord blood by customers whose samples have not yet been collected, as well as the pro-rata share of annual storage fees for customers whose samples were stored during the year. For Cord customers who have enrolled in the Annual Payment Option, revenue is recognized in the amount of each payment as received. Deferred revenue for Rain consists of payments for per inquiry leads that have not yet been delivered or media buys that have not yet been placed.

Valuation of Derivative Instruments

SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with EITF 00-19 Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock to determine whether they should be considered a derivative liability and measure at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. At June 30, 2008, the Company



8



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adjusted its derivative liability to its fair value, and reflected the decrease in fair value of $, in its statement of operations, as a reduction of interest expense.

Revenue Recognition

CBAI recognizes revenue under the provisions of Staff Accounting Bulletin ("SAB") 104 "Revenue Recognition". Cord provides a combination of products and services to customers. This combination arrangement is evaluated under Emerging Issues Task Force (Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables," ("EITF 00-21"). EITF 00-21 addresses certain aspects of accounting for arrangements under multiple revenue generating activities. CBAI elected early adoption of EITF 00-21.

Cord Blood recognizes revenue from both enrollment fees and processing fees upon the completion of processing. Storage fees are recognized ratably over the contractual storage period, unless the customer enrolls in the Annual Payment Option.

Rain generates revenue from packaged advertising services, including media buying, marketing and advertising production services. Rain's advertising service revenue is recognized when the media ad space is sold and the advertising occurs. Rain's advertising production service revenue is derived through the production of an advertising campaign including, but not limited to, audio and video production, establishment of a target market and the development of an advertising campaign. Rain recognizes revenue generated from packaged advertising services provided to our clients using the "Gross" basis of Emerging Issues Task Force No. 99-19, "Reporting Revenue Gross as a Principal versus Net as an Agent" (EITF 99-19).

Rain's revenue recognition policy involves significant judgments and estimates about the ability to collect. We assess the probability of collection based on a number of factors, including past transaction history and/or the creditworthiness of our clients' customers, which is based on current published credit ratings, current events and circumstances regarding the business of our client's customer and other factors that we believe are relevant. If we determine that collection is not reasonably assured, we defer revenue recognition until such time as collection becomes reasonably assured, which is generally upon receipt of cash payment. Rain recognizes revenue generated through per inquiry advertising as the inquiry leads are delivered to the customer.

Cost of Services

Costs for Cord are incurred as umbilical cord blood is collected. These costs include the transport of the umbilical cord blood from the hospital to the lab, the labs processing fees, and royalties. Cord expenses costs in the period incurred and does not defer any costs of sales. Costs for Rain include commercial productions costs, lead generation costs and media buys.

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 214,573,655 and 78,720,661 for the six-months ended June 30, 2008 and 2007, respectively. Outstanding options to acquire common stock and warrants are not included in the computation of net loss per common share because the effects of inclusion are anti-dilutive.

Recent Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements(SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does not expand the use of fair value in any new circumstances. In February 2008, the FASB issued Staff Position No. FAS 157-1, which amended SFAS No. 157 to exclude SFAS No. 13, Accounting for Leases, and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under Statement 13. However, this scope exception does not apply to assets acquired and liabilities assumed in a business combination. Also in February 2008, the FASB issued Staff Position No. FAS 157-2, which delayed the effective date of SFAS No. 157 for non-financial assets and liabilities, except those items recognized at fair value on an annual or more frequently recurring basis to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years.  Adoption of SFAS No. 157 did not have a significant impact on the Companys consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, Fair Value Option for Financial Assets and Financial Liabilities(SFAS No. 159). SFAS No. 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Adoption of SFAS No. 159 did not have a significant impact on the Companys consolidated financial statements.

In June 2007, the FASB ratified the consensus on Emerging Issues Task Force (EITF) Issue No. 06-11, Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards(EITF 06-11). EITF 06-11 requires companies to recognize the income tax benefit realized from dividends or dividend equivalents that are charged to retained earnings and paid to employees for non-vested equity-classified employee share-based payment awards as an increase to additional paid-in capital. EITF 06-11 is effective for fiscal years beginning after September 15, 2007. The adoption did not have a significant impact on the Companys consolidated financial statements.



9



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In June 2007, the FASB ratified the consensus reached on EITF Issue No. 07-3, Accounting for Nonrefundable Advance Payments for Goods or Services Received for Use in Future Research and Development Activities(EITF 07-3), which requires that nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities be deferred and amortized over the period that the goods are delivered or the related services are performed, subject to an assessment of recoverability. EITF 07-3 will be effective for fiscal years beginning after December 15, 2007. The adoption of EITF 07-3 did not have an impact on the Companys consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements(SFAS No. 160) and a revision to SFAS No. 141, Business Combinations(SFAS No. 141R). SFAS No. 160 modifies the accounting for non-controlling interest in a subsidiary and the deconsolidation of a subsidiary. SFAS No. 141R establishes the measurements in a business combination of the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree. Both of these related statements are effective for fiscal years beginning after December 15, 2008. Currently, the Company does not expect the adoption of SFAS No. 161 will have an impact on our consolidated financial statements.

In December 2007, the SEC issued Staff Accounting Bulletin 110 (SAB 110), which expresses the views of the Staff regarding use of a simplified method, as discussed in SAB 107, in developing an estimate of expected term of plain vanilla share options in accordance with Statement of Financial Accounting Standards No. 123R. SAB 110 will allow, under certain circumstances, the use of the simplified method beyond December 31, 2007 when a Company is unable to rely on the historical exercise data.

In March 2008, the Financial Accounting Standards Board or FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, which amends SFAS No. 133. The statement is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entitys derivative instruments and hedging activities and their effects on the entitys financial position, financial performance, and cash flows. SFAS 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Currently, the Company does not expect the adoption of SFAS No. 161 will have an impact on our consolidated financial statements.

In April 2008, the FASB issued Staff Position No. FAS 142-3, Determination of the Useful Life of Intangible Assets, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets.  The Position is effective for fiscal years beginning after December 15, 2008 and only applies prospectively to intangible assets acquired after the effective date.  Early adoption is not permitted.  The Company is currently evaluating the impact this statement will have on our results of operations and financial position.

In May 2008, the FASB issued Staff Position No. Accounting Principles Board 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP No. APB 14-1).  FSP No. APB 14-1 requires that the liability and equity components of convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) be separately accounted for in a manner that reflects an issuers nonconvertible debt borrowing rate.  FSP No. APB 14-1 is effective for us as of January 1, 2009.  Currently, the Company does not expect the adoption of FSP No. APB 14-1 will have an impact on our consolidated financial statements.

Going Concern

CBAI's consolidated financial statements have been prepared assuming it will continue as a going concern. CBAI has experienced recurring net losses from operations, which losses have caused an accumulated deficit of approximately $21.8 million as of June 30, 2008. In addition, CBAI has a working capital deficit of approximately $11.8 million as of June 30, 2008. These factors, among others, raise substantial doubt about CBAI's ability to continue as a going concern.

Management has been able, thus far, to finance the losses and the growth of the business, through private placements of its common stock, the issuance of debt and proceeds from the Equity Distribution Agreement, the Shelter Securities Purchase Agreement and the Enable Securities Purchase Agreement. CBAI is continuing to attempt to increase revenues within its core businesses. In addition, CBAI is exploring alternate ways of generating revenues through acquiring other businesses in the stem cell industry.  In June, 2008, the Company announced the signing of a Securities Purchase Agreement with Tangiers Investors, LP, whereby Tangiers may purchase up to $4 million of the Companys common stock. As well, the Company has taken steps to reduce its overall spending through the reduction of headcount and cuts in sales and administrative expenses. The ongoing execution of CBAI's business plan is expected to result in operating losses over the next twelve months. There are no assurances that CBAI will be successful in achieving its goals of increasing revenues and reaching profitability.

In view of these conditions, CBAI's ability to continue as a going concern is dependent upon its ability to meet its financing requirements, and to ultimately achieve profitable operations. Management believes that its current and future plans provide an opportunity to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that may be necessary in the event CBAI cannot continue as a going concern.



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Reclassification of Expenses

The Company has re-classed some of its expenses in the comparative Consolidated Statement of Operations to conform to the current presentation.

Note 3.  Accrued Expenses

The components of accrued expenses at June 30, 2008 are summarized as follows:

|                                                |          |          
|----------------------------------------------- | -------- | ---------
|                                                | June 30,
|                                                | 2008    
|Accrued interest and related financing expenses | $        | 1,863,263
|Deferred Rent                                   |          | 24,648   
|Other                                           |          | 81,508   
|                                                | $        | 1,969,419



Note  4. Notes and Loans Payable

Shelter Island Opportunity Fund

In February 2007, the company contracted a note payable in the amount of $2,300,000. In connection with the agreement, the note holder was issued warrants to purchase shares of the Company at $0.037 per share. In March 2008, the Company offered the warrant holders to reduce the conversion price to $0.0086 per share, if exercised in March, 2008. This offer was extended through the end of July, 2008. In May, 2008, Shelter exercised 20,270,270 warrants and received 2,837,238 shares on a cashless basis.

Enable Capital

In November 2007, the Company contracted a 0% convertible debenture with Enable Capital for a face amount of $1,931,106, and net proceeds of $1,369,000. The note is convertible at $0.03 per share or 96% of market price as defined. The Company used $544,000 of the proceeds to pay down its accrued interest to Cornell. In connection with this convertible note, the Company issued a warrant to purchase 48,277,655 shares of the Company's common stock at an exercise price of $0.037 per share. In March 2008, the Company offered the warrant holders to reduce the conversion price to $0.0086 per share, if exercised in March, 2008. This offer was extended through the end of July, 2008  Warrant holders exercised warrants and purchased 21,649,624 shares at $0.0086. This was treated as an inducement to exercise, and it resulted in a gain of $150,007, as the value of the related derivative liability was higher than the value of the modified warrants at the date of exercise.  On May 30, 2008, due to anti-dilution provisions, the Company issued warrants to Enable Capital to purchase 9,655,531 Common Shares at $0.0086 per share.

Note  5. Commitments and Contingencies

Agreements

Progenitor Cell Therapy, LLC- The Company entered into an agreement on August 1, 2007, with Progenitor Cell Therapy, LLC (PCT) to process, test and store all umbilical cord blood samples collected.  The agreement has a five year term and contains termination provisions for each party.

Pharmastem

In March 2004, Cord entered into a Patent License Agreement with the holder of patents utilized in the collection, processing, and storage of umbilical cord blood to settle litigation against Cord for alleged patent infringements. The

Patent License Agreement calls for royalties of 15% of processing and storage revenue, with a minimum royalty of $225 per specimen collected, on all specimens collected after January 1, 2004 until the patents expire in 2010.

Employment Agreements

On July 16, 2008, CBAI entered into a one-year employment agreement with Matthew L. Schissler (the "Executive Agreement"). Pursuant to his Executive Agreement, Mr. Schissler serves as Chairman and Chief Executive Officer of CBAI at an annual salary of $165,000 through July 14, 2009. The Executive Agreement entitles Mr. Schissler to receive a performance bonus of up to 30% of his salary, as well as certain other benefits, including stock options. Mr. Schissler is subject to non-competition and confidentiality requirements. This agreement will automatically be renewed for a period of two years, with an increase in base salary of 5%. CBAI also entered into a one-year employment agreement with Mr. Joe Vicente. Pursuant to his Agreement, Mr. Vicente serves as Vice President of CBAI at an annual salary of $115,000 through July 14, 2009. The Executive Agreement entitles Mr. Vicente to receive a performance bonus of up to 25% of his salary, as well as certain other benefits, including stock options. Mr. Vicente is subject to non-competition and confidentiality requirements. This agreement will automatically be renewed for a period of two years, with an increase in base salary of 5%.



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Compensation of the Board of Directors

On January 26, 2006, CBAI's Board of Directors approved a Board Compensation Plan (the Plan) effective through 2008. The Plan called for shares of the Companys common stock to be issued as compensation for the second year of service in 2007 and 2008 in an amount equal to $10,000.

Note 6. Related Party Transactions and Commitments

Advances from Officers

In prior years, the Company received non-interest bearing advances from officers of CBAI. During the six months ended March 31, 2008, the Company repaid in full these advances. In addition, on May 11, 2007, Ms. Stephanie Schissler, CBAI's former President and Chief Operating Officer, who is the spouse of the Company's Chief Executive Officer, loaned $121,500 to theCompany, to be repaid in 36 equal monthly installments of $3,908. The Company signed a Promissory Note, which carries interest at the rate of 10% per annum.. At June 30, 2008, the balance remaining on this loan was $83,324.

On June 14, 2007, Mr. Matt Schissler loaned $25,650 to the Company, to be repaid in 36 equal monthly installments of $828. The Company signed a Promissory Note, which carries interest at the rate of 10% per annum. At June 30, 2008, the balance remaining on this loan was $18,203.

On June 14, 2007, Ms. Stephanie Schissler loaned a further $76,950 to the Company, to be repaid in 36 equal monthly installments of $2,483. The Company signed a Promissory Note, which carries interest at the rate of 10% per annum.At June 30, 2008, the balance remaining on this loan was $54,616.

On January 25, 2008, Ms. Stephanie Schissler loaned a further $9,400 to the Company; repayment terms have not yet been worked out between the parties.

On April 1, 2008, Ms. Stephanie Schissler loaned a further $6,138 to the Company; repayment terms have not yet been worked out between the parties.

The total balance owing to the officers of CBAI at June 30, 2008 was $168,495.

In addition, Mr. Matt Schissler and Mr. Joe Vicente, officers of the Company, have deferred receipt of a portion of their salaries, totaling $112,865 at June 30, 2008.

Consulting Agreement

On January 1, 2006, CBAI entered into a one-year consulting agreement with Stephanie Schissler, The agreement entitles Ms. Schissler to a $10,000 per month retainer and stock option incentives for her services in relation to strategic corporate planning and other business related matters. The agreement automatically renews, unless a 60-day written notice of cancellation is provided by either CBAI or Ms. Schissler.

Note 7. Share Based Compensation

Stock Option Plan

The Company's Stock Option Plan permits the granting of stock options to its employees, directors, consultants and independent contractors for up to 8.0 million shares of its common stock. The Company believes that such awards encourage employees to remain employed by the Company and also to attract persons of exceptional ability to become employees of the Company.

Stock options that vest at the end of a one-year period are amortized over the vesting period using the straight-line method. For stock options awarded using graded vesting, the expense is recorded at the beginning of each year in which a percentage of the options vests.

At June 30, 2008, the Companys stock option activity was as follows:

|                             |               |  |                                
|---------------------------- | ------------- |  | -------------------------------
|                             | Stock Options |  | Weighted Average
Exercise Price
|Outstanding, January 1, 2008 | 5,808,140     |  | $0.26                          
|Granted                      | 0             |  |                                
|Exercised                    | 0             |  |                                
|Forfeited/Expired            | 0             |  |                                
|Outstanding, June 30, 2008   | 5,808,140     |  | $0.26                          
|Exercisable at June 30, 2008 | 5,558,140     |  | $0.26                          







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A summary of the activity for unvested employee stock options as of June 30, 2008, and changes during the year is presented below:

|                             |               |  |                                                 
|---------------------------- | ------------- |  | ------------------------------------------------
|                             | Stock Options |  | Weighted Average Grant Date
Fair Value per Share
|Nonvested at January 1, 2008 | 765,000       |  | $0.17                                           
|Granted                      | 0             |  | -                                               
|Vested                       | (515,000)     |  | $0.14                                           
|Forfeited                    | 0             |  | -                                               
|Nonvested at June 30, 2008   | 250,000       |  | $0.23                                           

The following table summarizes significant ranges of outstanding stock options under the stock option plan at June 30, 2008:

|                         |  |                   |  |                                                     |  |                                 |  |                               |  |                                   |  |                                
|------------------------ |  | ----------------- |  | --------------------------------------------------- |  | ------------------------------- |  | ----------------------------- |  | --------------------------------- |  | -------------------------------
|Range of
Exercise Prices |  | Number of Options |  | Weighted Average
Remaining
Contractual Life
(years) |  | Weighted Average
Exercise Price |  | Number of
Options
Exercisable |  | Weighted Average
Contractual Life |  | Weighted Average
Exercise Price
|$0.01  0.20             |  | 973,192           |  | 7.41                                                |  | $
0.19                          |  | 898,192                       |  | 7.41                              |  | $
0.19                         
|$0.21  0.30             |  | 3,028,850         |  | 6.38                                                |  | 0.25                            |  | 2,853,850                     |  | 6.37                              |  | 0.25                           
|$0.31  0.51             |  | 1,806,098         |  | 7.19                                                |  | 0.31                            |  | 1,806,098                     |  | 7.19                              |  | 0.31                           
|                         |  | 5,808,140         |  | 6.81                                                |  | $
0.26                          |  | 5,558,110                     |  | 6.81                              |  | $
0.26                         



Note 8. Warrant Agreements

On March 10, 2008, Enable Capital, a warrant holder, exercised their right to purchase 9,972,000 shares of the Companys Common Stock at $0.0086 per share.

On April 7 and May 29, 2008 respectively, Enable Capital exercised their right to purchase 7,127,624 and 5,250,000 shares of the Companys Common Stock at $0.0086 per share.

On May 30, 2008, due to anti-dilution provisions, the Company issued warrants to Enable Capital to purchase 9,655,531 Common Shares at $0.0086 per share. On the same date, Shelter Island exchanged their rights to purchase 20,270,270 Common Shares at $0.037 per share and received 2,837,838 common shares on a cashless basis.

During the six months ended June 30, 2008, the Company issued shares of common stock, which reduced the total number of shares available for the exercise of warrants. Warrants with a value of $140,000, which were previously recorded as equity were than classified as liability during the six months ended June 30, 2008.

The following table summarizes the warrants outstanding and exercisable at June 30, 2008:

|                     |  |                |  |              
|-------------------- |  | -------------- |  | -------------
|WARRANTS OUTSTANDING |  | EXERCISE PRICE |  | MATURITY DATE
|1,000,000            |  | $0.1875        |  | 09/19/2009   
|14,285,000           |  | $0.101         |  | 09/09/2010   
|8,285,000            |  | $0.101         |  | 09/09/2010   
|40,000,000           |  | $0.101         |  | 02/12/2012   
|29,544,698           |  | $0.037         |  | 11/26/2012   
|9,655,531            |  | $0.0086        |  | 05/30/2013   
|Total 102,770,229    |  |                |  |              



Note 9. Stockholders Equity

Preferred Stock

CBAI has 5,000,000 shares of $.0001 par value preferred stock authorized. No preferred stock has been issued to date.

Common Stock

During the first six months of 2008, the Company issued 633,588 common shares to certain of its employees and 1,764,705 common shares to its directors. It also issued 11,475,325 in exchange for services rendered and for the payment of certain accounts payable.

During the first six months ending June 30, 2008, a warrant holder exercised a portion of their warrants, or 21,649,624 shares at the special exercise price of $0.0086, providing approximately $186,000 of cash.

In the first six months of 2008, the Company issued 16.6 million common shares in relation to delays, changes or extensions in terms of loan financings.



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As of June 30, 2008 CBAI had 242,853,159 shares of Common Stock outstanding. An additional 41,266,667 shares has been issued and remains in the Companys treasury.

In the Companys recent proxy, it has asked the shareholders to approve an increase in its authorized capital to 950,000,000 common shares.

Note 12. Segment Reporting

SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information," requires that public business enterprises report financial and descriptive information about its reportable operating segments. CBAI has two operating segments. Cord generates revenues related to the processing and preservation of umbilical cord blood. Rain 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 six months ended June 30, 2008:

|                                |            |             |            |   |             |  |          |         |              |   |             |  |   |            
|------------------------------- | ---------- | ----------- | ---------- | - | ----------- |  | -------- | ------- | ------------ | - | ----------- |  | - | -----------
|                                |            |             | Adipose/   |   | Radio/      |  |          |         |             
|                                | Umbilical  |             | Peripheral |   | Television  |  | Segments |         | Consolidated
|                                | Cord Blood |             | Blood      |   | Advertising |  | Total    |         | Total       
|Revenue from External Customers | $          | 1,768,892   |            | $ | 0           |  | $        | 632,870 |              | $ | 2,401,762   |  | $ | 2,401,762  
|Interest Expense                |            | 3,182,426   |            |   | 0           |  |          | 3,872   |              |   | 3,186,298   |  |   | 3,186,298  
|Depreciation and Amortization   |            | 304,981     |            |   | 0           |  |          | 0       |              |   | 304,981     |  |   | 304,981    
|Segment Income (Loss)           |            | (4,053,307) |            |   |             |  |          | 304,755 |              |   | (3,748,552) |  |   | (3,748,552)
|Segment Assets                  | $          | 5,706,639   |            | $ | 97          |  | $        | 152,958 |              | $ | 5,859,694   |  | $ | 5,859,694  

The table below presents certain financial information by business segment for the six months ended June 30, 2007:

|                                |            |             |            |   |             |  |          |           |              |   |             |  |   |            
|------------------------------- | ---------- | ----------- | ---------- | - | ----------- |  | -------- | --------- | ------------ | - | ----------- |  | - | -----------
|                                |            |             | Adipose/   |   | Radio/      |  |          |           |             
|                                | Umbilical  |             | Peripheral |   | Television  |  | Segments |           | Consolidated
|                                | Cord Blood |             | Blood      |   | Advertising |  | Total    |           | Total       
|Revenue from External Customers | $          | 1,869,236   |            | $ | 0           |  | $        | 2,174,311 |              | $ | 4,043,547   |  | $ | 4,043,547  
|Interest Expense                |            | 1,881,632   |            |   | 0           |  |          | 241       |              |   | 1,881,973   |  |   | 1,881,973  
|Depreciation and Amortization   |            | 222,517     |            |   | 0           |  |          | 22        |              |   | 222,539     |  |   | 222,539    
|Segment Income (Loss)           |            | (3,343,265) |            |   |             |  |          | 269,830   |              |   | (3,073,435) |  |   | (3,073,435)
|Segment Assets                  | $          | 6,000,262   |            | $ | 197         |  | $        | 342,285   |              | $ | 6,342,744   |  | $ | 6,342,744  

The table below presents certain financial information by business segment for the three months ended June 30, 2008:

|                                |            |             |            |   |             |  |          |         |              |   |             |  |   |            
|------------------------------- | ---------- | ----------- | ---------- | - | ----------- |  | -------- | ------- | ------------ | - | ----------- |  | - | -----------
|                                |            |             | Adipose/   |   | Radio/      |  |          |         |             
|                                | Umbilical  |             | Peripheral |   | Television  |  | Segments |         | Consolidated
|                                | Cord Blood |             | Blood      |   | Advertising |  | Total    |         | Total       
|Revenue from External Customers | $          | 872,481     |            | $ | 0           |  | $        | 184,781 |              | $ | 1,057,262   |  | $ | 1,057,262  
|Interest Expense                |            | 2,337,809   |            |   | 0           |  |          | 3,593   |              |   | 2,341,402   |  |   | 2,341,402  
|Depreciation and Amortization   |            | 148,391     |            |   | 0           |  |          |         |              |   | 148,391     |  |   | 148,391    
|Segment Income (Loss)           |            | (2,526,475) |            |   |             |  |          | 27,333  |              |   | (2,499,142) |  |   | (2,499,142)
|Segment Assets                  | $          | 5,706,639   |            | $ | 97          |  | $        | 152,958 |              | $ | 5,859,694   |  | $ | 5,859,694  

The table below presents certain financial information by business segment for the three months ended June 30, 2007:

|                                |            |             |            |   |             |  |          |           |              |   |             |  |   |            
|------------------------------- | ---------- | ----------- | ---------- | - | ----------- |  | -------- | --------- | ------------ | - | ----------- |  | - | -----------
|                                |            |             | Adipose/   |   | Radio/      |  |          |           |             
|                                | Umbilical  |             | Peripheral |   | Television  |  | Segments |           | Consolidated
|                                | Cord Blood |             | Blood      |   | Advertising |  | Total    |           | Total       
|Revenue from External Customers | $          | 1,024,947   |            | $ | 0           |  | $        | 1,320,597 |              | $ | 2,345,544   |  | $ | 2,345,544  
|Interest Expense                |            | 1,086,098   |            |   | 0           |  |          | 135       |              |   | 1,086,233   |  |   | 1,086,233  
|Depreciation and Amortization   |            | 150,516     |            |   | 0           |  |          | 11        |              |   | 150,527     |  |   | 150,527    
|Segment Income (Loss)           |            | (1,971,199) |            |   |             |  |          | 212,727   |              |   | (1,758,472) |  |   | (1,758,472)
|Segment Assets                  | $          | 6,000,262   |            | $ | 197         |  | $        | 342,285   |              | $ | 6,342,744   |  | $ | 6,342,744  





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ITEM 2.

MANAGEMENTS DISCUSSION AND ANALYSIS

Forward Looking Statements

In addition to the historical information contained herein, we make statements in this Quarterly Report on Form 10-Q that are forward-looking statements. Sometimes these statements will contain words such as "believes," "expects," "intends," "should," "will," "plans," and other similar words. Forward-looking statements include, without limitation, our ability to increase income streams, to grow revenue and earnings, and to obtain additional cord blood banking revenue streams. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties.

The following information should be read in conjunction with our March 31, 2008 consolidated financial statements and related notes thereto included elsewhere in the quarterly report and with our consolidated financial statements and notes thereto for the year ended December 31, 2007 and the related "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our annual Report on Form 10-KSB for the year ended December 31,

2007. We also urge you to review and consider our disclosures describing various risks that may affect our business, which are set forth under the heading "Risk Factors Related to our Business" in our annual Report on Form 10-KSB for the year ended December 31, 2007.

Summary and Outlook of the Business

CBAI is an umbilical cord blood stem cell preservation company with a particular focus on the acquisition of customers in need of family based products and services. We also provide television, radio and internet advertising services to businesses that sell family based products and services.

We operate two core businesses:

·

Cord operates the umbilical cord blood stem cell preservation operations, and

·

Career Channel, Inc. D/B/A Rainmakers International ("Rain") operates the television and radio advertising operations.

Cord

The umbilical cord blood stem cell preservation operations provide umbilical cord blood banking services to expectant parents throughout all 50 United States. Our corporate headquarters are located in Los Angeles, CA. Cord also maintains offices in Philadelphia, Pennsylvania. Cord earns revenue through a one-time enrollment and processing fee, and through an annually recurring storage and maintenance fee. Cord blood testing, processing, and storage is conducted by our outsourced laboratory partner, formerly Bergen Community Regional Blood Services, located in Paramus, New Jersey. On August 1, 2007, CBAI entered into an agreement with Progenitor Cell Therapy, LLC, (PCT) for testing, processing and storage of cord blood samples.  The Company believes this transition from Bergen to PCT will provide additional leverage to operating costs and efficiencies while maintaining the highest of quality standards. We provide the following services to each customer. In addition, some storage services are provided by ThermoFisher of Rockville, Maryland.

·

Collection Materials. We provide a medical kit that contains all of the materials necessary for collecting the newborns umbilical cord blood at birth and packaging the unit for transportation. The kit also provides for collecting a maternal blood sample for later testing.

·

Physician And Customer Support. We provide 24-hour consulting services to customers as well as to physicians and labor and delivery personnel, providing any instruction necessary for the successful collection, packaging, and transportation of the cord blood & maternal blood samples.

·

Transportation. We coordinate the transportation of the cord blood unit to our laboratory partner, Progenitor Cell Therapies, immediately following birth. This process utilizes a private medical courier, Airnet, for maximum efficiency and security.

·

Comprehensive Testing. At the laboratory, the cord blood sample is tested for stem cell concentration levels, bacteria and blood type.  The maternal blood sample is tested for infectious diseases. We report these results to the newborns mother.

·

Cord Blood Preservation. After processing and testing, the cord blood unit is cryogenically frozen in a controlled manner and stored in liquid nitrogen for potential future use. Data indicates that cord blood retains viability and function for at least fifteen years when stored in this manner and theoretically could be maintained at least as long as the normal life span of an individual.

We believe Cords revenue and gross profit will benefit from the asset purchase of CorCell. Going forward, management will continue to assess the market conditions, particularly related to the cost of customer acquisition, and whether organic growth or continued



15



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M&A activity will lead CBAI closer to profitability.

Rain

Rain, the television, radio, on-hold and motor sports advertising operations, are located in the corporate headquarters in Los Angeles, CA. The offices were relocated from Carlsbad, CA in September 2006. Rain provides advertising and direct marketing customers a range of services including:

·

the placement of advertising in television, radio, on-hold and motor sports outlets;

·

the production of advertising content, including television commercials and radio copy, which is outsourced to third party production companies; and

·

advertising and marketing consulting services which can include assistance in not only developing an advertising program, but helping the client to develop the particular product or service, determine the appropriate market and design and implement an overall marketing program and strategy.

A majority of Rain's revenues are earned via direct response media buys and per inquiry campaigns. For direct response, we currently buy television and radio schedules for our clients on a national and local level. Our national television outlets include Directv, DISH Network, Comcast Digital, national cable networks and various local cable interconnects. We buy time with numerous national radio networks including Premiere Radio, Clear Channel, Westwood One and Jones Radio Network, along with a variety of local radio stations. For per inquiry advertising, we focus on national campaigns. The placements are made using our internal media buyers and other agencies with which we have formed strategic marketing alliances. We also generate revenues through the commercial production aspect of our business using production partners in Florida and California.  Our on-hold advertising is placed on a clients telephone system.  Production is outsourced to AudioMenu of Fort Lauderdale, FL.  Motor sports sponsorship is placed on vehicles in various motor sports circuits.  Most advertising has been placed with BAM Racing, LLC.  In January of 2008 we entered in a non-exclusive agreement with BAM Racing, LLC.  The agreement compensates for sales of sponsorship of NASCAR Sprint Cup Team #49.

In December, 2007, Rain made a significant shift in its business development strategy.  Rains revenues prior to January 1, 2008 were largely reliant on a few customers.  Rain decided that a business model with smaller contracts and a larger volume of customers would better serve the marketplace and steady the large swings in revenues for the segment.  Rain is currently commencing the implementation of this strategy.

BodyCells

We are continuing to pursue other growth opportunities by acquisition or internal growth. The development of BodyCells, which is anticipated to facilitate the collecting, processing and preserving of peripheral blood and adipose tissue stem cells allowing individuals to privately preserve their stem cells for potential future use in stem cell therapy, is currently suspended pending the identification of an alternative lab to partner.

Results of Operations for the Six-Months Ended June 30, 2008

For the six months ended June 30, 2008, our total revenue decreased approximately $1.6 million, or 41% to $2.4 million. Rains revenues decreased approximately $1.5 million, or 71%, due to a change in the business model.  Rain is focused on creating an annuity base business with high volume advertising.  Historically, Rain was reliant on a few large advertising contracts, and the risks associated with those.  Understanding that it would be difficult to value a few contracts, Rain made a decision in December of 2007 to focus on low cost, high volume, annuity based advertising.  The result in this change for the first six months was a loss in revenue.  Cords revenues decreased $100,000 or 5%, to $1,769,000, because of significant cutbacks in marketing and advertising.  Cord remains focused on strategic organic growth and accretive acquisition strategies, which will limit the losses and negative cash flow.

Cost of services decreased 59% or by $1.6 million as a result of lower revenues, but Gross Profit increased from 35% of revenues to 55%, due to a significantly higher proportion of revenues coming from the higher margin Cord business. The Company anticipates that through the continued growth and expansion of its Cord business, they will increasingly benefit from economies of scale in that business segment.

Administrative and selling expenses decreased by approximately $135,000 or 6.7% from the prior comparative period to $1,891,851. The Company reduced its expenses in marketing and advertising by $197,000 as compared to the comparative period, and professional fees by $65,000, due to cash restrictions.  These decreases were offset this period by an increase in Rent and office expenses of $105,000, due to the absorption of the rental costs at the CorCell office.  The Company has had to raise additional debt to finance both its acquisitions as well as its operating losses. In addition, these financings resulted in a change in the Companys derivative liabilities. Consequently, interest, financing costs and changes in derivative liabilities increased from $2,442,883 to $3,186,298. All interest charges during the period have been accrued.

Our net loss increased by $0.7 million, or 21.9% from the prior comparative period.



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Results of Operations for the Three-Months Ended June 30, 2008

For the three months ended June 30, 2008, our total revenue decreased approximately $1.3 million, or 55% to approximately $1,057,000 million. Rains revenues decreased approximately $1.1 million, or 86%, due to a change in the business model.  Rain is focused on creating an annuity base business with high volume advertising.  Historically, Rain was reliant on a few large advertising contracts, and the risks associated with those.  Understanding that it would be difficult to value a few contracts, Rain made a decision in December of 2007 to focus on low cost, high volume, annuity based advertising.  The result in this change for this three-month period was a loss in revenue.  Cords revenues decreased $152,000, or 15%, to approximately $872,000, because of significant cutbacks in marketing and advertising.  Cord remains focused on strategic organic growth and accretive acquisition strategies, which will limit the losses and negative cash flow.

Cost of services decreased 76% or by $1.2 million as a result of lower revenues, but Gross Profit increased from 34% of revenues to 65%, due to a significantly higher proportion of revenues coming from the higher margin Cord business. The Company anticipates that through the continued growth and expansion of its Cord business, they will increasingly benefit from economies of scale in that business segment.

Administrative and selling expenses decreased by approximately $248,000 or 23% from the prior comparative period to $843,611. The Companys professional fees were approximately $130,000 higher in the prior comparative period, due to the hiring of a business consultant in 2007; wages and benefits were $70,000 lower in the three-months ended 2008 due to the reduction in staff at the Companys CorCell operations.  The Company has had to raise additional debt to finance both its acquisitions as well as its operating losses. In addition, these financings resulted in a change in the Companys derivative liabilities. Consequently, interest, financing costs and changes in derivative liabilities increased from $1,463,409 to $2,341,402. All interest charges during the period have been accrued.

Our net loss increased by $0.7 million, or 42.2% from the prior comparative period

Liquidity and Capital Resources

We have experienced net losses of $3,748,552 and $3,073,435 for the six months ended June 30, 2008 and 2007, respectively. At June 30, 2008, we had $34,482 in cash. We currently collect cash receipts from operations through both of our subsidiaries: Cord and Rain. Cord's cash flows from operations are not currently sufficient to fund operations in combination with its corporate expenses. Because of this shortfall, we have had to obtain additional capital through other sources as discussed in Note 4, Notes and Loans Payable.

Since inception, we have financed cash flow requirements through the issuance of common stock and warrants for cash, services and loans. As we expand our operational activities, we may continue to experience net negative cash flows from operations and we will be required to obtain additional financing to fund operations through equity offerings and borrowings to the extent necessary to provide working capital. Financing may not be available, and, if available, it may not be available on acceptable terms. Should we secure such financing, it could have a negative impact on our financial condition and our shareholders. The sale of debt would, among other things, adversely impact our balance sheet, increase our expenses and increase our cash flow requirements. The sale of equity would, among other things, result in dilution to our shareholders. If our cash flows from operations are significantly less than projected, then we would either need to cut back on our budgeted spending, look to outside sources for additional funding or a combination of the two. If we are unable to access sufficient funds when needed, obtain additional external funding or generate sufficient revenue from the sale of our products, we could be forced to curtail or possibly cease operations. On June 27, 2008, we entered into a Securities Purchase Agreement with Tangiers Investors, LP whereby Tangiers may purchase up to $4 million of the Companys common stock. CBAI has filed a Form S-4 to finalize this transaction.

ITEM 4T.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

It is management's responsibility to establish and maintain adequate internal control over all financial reporting pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the "Exchange Act"). The Companys management, including the principal executive officer, the principal operations officer, and the principal financial officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as of a date within ninety (90) days of the filing date of this Form 10-Q quarterly report.  Following this review and evaluation, management collectively determined that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to management, including our chief executive officer, our chief operations officer, and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

We assessed the effectiveness of our internal control over financial reporting as of December 31, 2007. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in



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Internal Control-Integrated Framework.

Based upon managements assessment using the criteria contained in COSO, and for the reasons discussed below, our management has concluded that, as of December 31, 2007, our internal control over financial reporting was not effective.

There were no significant changes in the Company's internal controls over financial reporting or in other factors during the six months ended June 30, 2008 that could significantly affect these internal controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.  It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.



















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PART II. - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

NONE

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We have issued the following securities in the three months ended June 30, 2008 without registering them under the Securities Act of 1933:

In April 2008, 1,162,917 shares of common of the Company were issued to 3 individuals for legal, marketing and debt consulting services;

In April 2008, 1,764,705 shares of common of the Company were issued to the Board of Directors; and

In May 2008, an aggregate of 5,332,900 shares of common stock were issued to an individual in connection with certain financings.

Unless otherwise noted in this section, with respect to the sale of unregistered securities referenced above, all transactions were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"), and Regulation D promulgated under the 1933 Act. In each instance, the purchaser had access to sufficient information regarding CBAI 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 CBAI's securities.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

NONE

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

NONE

ITEM 5.

OTHER INFORMATION

NONE

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

The following exhibits are filed as part of this Form 10-Q.

|               |                                                                                                                                                                                                                                          
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number | Description                                                                                                                                                                                                                              
|3.0            | Amended and Restated Articles of Incorporation of Cord Blood American, Inc. (1)                                                                                                                                                          
|3.1            | Amended and Restated Bylaws of Cord Blood America, Inc. (1)                                                                                                                                                                              
|10.1           | Waiver Letter, dated May 22, 2008, by and among the Company and Enable Growth Partners LP, Enable Opportunity Partners LP and Pierce Diversified Strategy Master Fund LLC, ena. (2)                                                      
|10.2           | Fourth Amendment to Securities Purchase Agreement, dated June 3, 2008, by and among CorCell, Ltd., the Company, Career Channel, Inc., a Florida corporation d/b/a Rainmakers International, and Shelter Island Opportunity Fund, LLC. (2)
|10.3           | Form of Common Stock Purchase Warrant to Purchase Shares of Common Stock of the Company. (2)                                                                                                                                             
|10.4           | Securities Purchase Agreement, dated as of June 27, 2008, by and between the Company and Tangiers Investors, LP (3)                                                                                                                      
|10.5           | Registration Rights Agreement, dated as of June 27, 2008, by and between the Company and the Tangiers Investors, LP. (3)                                                                                                                 
|10.6           | Form of Lock-Up Agreement. (3)                                                                                                                                                                                                           
|31.1           | Certification of the registrant's Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)                                                                                                     
|31.2           | Certification of the registrant's Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)                                                                                                     
|32.1           | Certification of the Company's Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)                              

----------

(1)

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

(2)

Filed as an exhibit to Current Report on Form 8-K filed on June 3, 2008.

(3)

Filed as an exhibit to Current Report on Form 8-K filed on July 3, 2008.



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Date:    August 18, 2008

| |                          |                                                                                                                  
| | ------------------------ | -----------------------------------------------------------------------------------------------------------------
| | CORD BLOOD AMERICA, INC.
| |                          |                                                                                                                  
| |                          |                                                                                                                  
| | By:                      | /s/ Matthew L. Schissler                                                                                         
| |                          | Matthew L. Schissler                                                                                             
| |                          | Chairman and Chief Executive Officer
(Principal Executive Officer and
Principal Financial and Accounting Officer)





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