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


                                  FORM 10-KSB/A
                                 Amendment No. 1


             (Amending Part II - Items 6 & 7 and Part III - Item 11)


                                   (Mark One)

[X] Annual report under Section 13 or 15(d) of the Securities and Exchange Act
    of 1934 for the fiscal year ended December 31, 2004.

[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
    of 1934 for the transition period from _____ ____________ to ____________ .


                        Commission File Number: 000-50746

                            Cord Blood America, Inc.
                 (Name of small business issuer in its charter)


                                     Florida
         (State or other jurisdiction of incorporation or organization)


                                   65-1078768
                      (I.R.S. Employer Identification No.)


          9000 W. Sunset Boulevard, Suite 400, West Hollywood, CA 90069
                    (Address of principal executive offices)


                                 (310) 432-4090
              (Registrant's Telephone Number, including Area Code)


          Securities Registered under Section 12(b) of the Exchange Act
                                      None


          Securities registered under Section 12(g) of the Exchange Act
                    Common Stock, par value $.0001 per share

Check whether the registrant: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
                                                                  YES [X] NO [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year: $751,850

The aggregate market value of the registrant's common stock held by
non-affiliates on March 24, 2005 (based on the closing price of the OTC Bulletin
Board) on such date was approximately $4,976,002.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of March 24, 2005: 29,270,600 shares of common stock, par value
$.0001 per share

                       DOCUMENTS INCORPORATED BY REFERENCE

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

<PAGE>

                                EXPLANATORY NOTE

This Amendment No. 1 on Form 10-KSB/A is being filed to amend Part II, Items 6 &
7 and Part III, Item 11 of the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2004, filed on April 6, 2005 (the "Original
10-KSB"). This Amendment No. 1 updates only the information regarding the
Company's Management's Discussion and Analysis in Part II, Item 6, the Company's
Financial Statements in Part II, Item 7, and the Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder matters in Part III,
Item 11. This Amendment No. 1 does not otherwise alter the disclosures set forth
in the Original 10-KSB, and does not reflect events occurring after the filing
of the Original 10-KSB. This Amendment No. 1 is effective for all purposes as of
the date of the filing of the Original 10-KSB.




<PAGE>

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

In addition to the historical information contained herein, we make statements
in this Quarterly Report on Form 10-KSB that are forward-looking statements.
Sometimes these statements will contain words such as "believes," "expects,"
"intends," "should," "will," "plans," and other similar words. These statements
are not guarantees of our future performance and are subject to risks,
uncertainties, and other important factors, certain of which are discussed
herein under the heading "Factors That May Affect Future Operating Results" that
could cause our actual performance or achievements to be materially different
from those expressed in any forward-looking statements made by or on our behalf.
Given these uncertainties, undue reliance should not be placed on these
forward-looking statements. We do not assume the obligation to update or revise
any forward-looking statements.

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

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS
---------------------------------------------

GENERAL

In addition to the historical information contained herein, we make statements
in this Annual Report on Form 10-KSB that are forward-looking statements.
Sometimes these statements will contain words such as "believes," "expects,"
"intends," "should," "will," "plans," and other similar words. These statements
are not guarantees of our future performance and are subject to risks,
uncertainties, and other important factors, certain of which are discussed
herein under the heading "Factors That May Affect Future Operating Results" that
could cause our actual performance or achievements to be materially different
from those expressed in any forward-looking statements made by or on our behalf.
Given these uncertainties, undue reliance should not be placed on these
forward-looking statements. We do not assume the obligation to update or revise
any forward-looking statements.

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

PLAN OF OPERATION

Over the next twelve months, the Company plans to continue the organic growth of
its subsidiary, Cord Partners, through continued improvement of internal
processes, viral marketing, expanded internet marketing efforts and the addition
of salespeople to facilitate increased prospective customer contact. CPI will
also be concentrating efforts on building additional sales channels through
Obstetrics and Gynecological practices and other healthcare professionals. The
Company also intends to experience growth through mergers and/or acquisitions of
other stem cell preservation companies. The Company is currently exploring
several acquisition opportunities and will continue to do so throughout the next
year.

                                       2

<PAGE>

The Company also has plans to establish a network of franchisees through its
subsidiary, CBA Professional Services. The franchise model will be based on the
practices of CPI's external sales representatives whereby healthcare
professionals are directly contacted to promote enrollment in one of CPI's
healthcare professional programs.

The Company will also be focusing on the operations of its recent acquisition,
Rainmakers International. Rainmakers is a family advertising company
specializing in television and radio advertising campaigns. The Company has
dedicated additional resources to expand upon the successful model that
Rainmakers has developed and will continue to allocate resources over the next
twelve months. It is also management's goal to incorporate Rainmakers' expertise
in the advertising arena to increase the brand awareness of CPI.

The Company is currently in negotiations to acquire Family Marketing, Inc., an
internet marketing and lead generation firm. It is management's intent for
Family Marketing to compliment Rainmakers International by providing per inquiry
advertising across all channels including the internet. Family Marketing will
also handle all internet marketing for CPI to provide a more systematic and
thorough approach to the current marketing efforts of CPI.

REVENUES AND COST OF SERVICES GENERALLY

Through December 31, 2004, our revenues were derived from the sale of the
following products and services: an umbilical cord blood collection kit,
transport of collected cord blood to Bergen Community Regional Blood Center, the
testing, processing and first year of storage of the cord blood at the Bergen
Community Regional Blood Center and general physician and customer support.
These products and services were bundled and sold at a fixed fee of $1,350
through February 28, 2004 and were increased to $1,595 on March 1, 2004. In
addition, Cord Partners' clients who had received similar services in 2003 were
billed for an annual storage fee of $95 per year. This maintenance fee will
continue to be billed annually so long as the client chooses to store their cord
blood. Beginning January 1, 2005, the initial service fee of $1,595 was
increased to $1,695, while the annual maintenance fee remained at $95.

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

As of February 28, 2005, a portion of the Company's revenues will also be
derived from the sale of services by Career Channel, Inc. d/b/a Rainmakers
International ("Rainmakers"). Rainmakers was acquired on February 28, 2005 and
is in the business of advertising. Sources of revenue for Rainmakers include:
procuring and placing internet advertising, procuring and placing radio and
television advertising; per-inquiry advertising on radio and television;
production of radio and television commercials, procuring and setting up call
centers; editing, dubbing and distribution of radio and television commercials;
and procuring and placing print advertising.

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

                                       3

<PAGE>

TWELVE MONTHS ENDED DECEMBER 31, 2004 AND DECEMBER 31, 2003

For the twelve months ended December 31, 2004, the Company had revenues of
$751,850 and a net loss of $1,762,955, as compared to revenues of $281,175 and a
net loss of $45,838 for the twelve months ended December 31, 2003. We believe
that our sales will continue to increase as the result of our marketing efforts,
the growth of our internal sales team and our efforts in exploring additional
sales channels for our services. We also believe revenues will increase due to
the acquisition of Rainmakers International, an advertising company, that took
place on February 28, 2005. Rainmakers' unaudited revenues in 2004 were
approximately $800,000. We believe the increase in revenue in 2004 is due in
part to the execution of the following strategies. In 2004, we significantly
expanded both our print and internet advertising campaigns which lead to
increases in the number of prospective customer inquiries in our services. We
consistently communicated with these prospective customers through direct mail
and e-mail. Our consumer website and our consumer information guides were
redesigned in 2004 to increase overall awareness of umbilical cord blood stem
cell preservation as well as the Cord Partners brand. Prospective customer
management productivity was also increased, by outsourcing both the production
and fulfillment of the information guides. Due to the addition of two internal
sales people in October 2004, we were able to contact an increased number of
prospective clients and schedule more frequent follow-ups. We expanded our
efforts by directly contacting OB/GYN's in the Southern California region to
boost awareness of our services by both expectant families and their doctors.
Additionally, we established relationships with three independent sales
representatives in two markets, Miami and Raleigh-Durham. This enabled us to
promote our services with OB/GYN's in areas outside of the Company's geographic
location. In addition, we implemented a price increase for our products and
services in March 2004. This price increase was intended to offset, at least in
part, the increase in our cost of services resulting from our entering into a
Patent License Agreement with PharmaStem Therapeutics.

For the twelve months ended December 31, 2004, the cost of our services was
$597,348, as compared to $198,770 for the twelve months ended December 31, 2003.
For the twelve months ended December 31, 2004, our gross profit was $154,502 and
our gross profit percentage was 21%, as compared to gross profit of $82,405 and
gross profit percentage of 29% for the comparable period of 2003. For the twelve
months ended December 31, 2004, the cost of our services increased for two
primary reasons. First, the number of families choosing to utilize our services
increased over the comparable period in 2003 therefore, the associated costs
increased. Second, the addition of royalties payable to PharmaStem under the
Patent License Agreement totaled $121,848. This was a new cost in 2004.

For the twelve months ended December 31, 2004, our administrative and selling
expenses were $1,860,944, as compared to $128,243 for the twelve months ended
December 31, 2003. Our administrative and selling expenses increased as a result
of several factors. First, we scaled our internet advertising across multiple
websites, launched several e-mail campaigns and utilized extensive "pay per
click" advertising channels which all contributed to the $214,300 increase in
web advertising expense during 2004. Second, we increased our print advertising
by approximately $144,600 in 2004 by increasing the number of publications we
advertised in as well as the frequency. The production of our marketing
materials and associated postage and delivery expenses increased by
approximately $182,500 in 2004 due to extensive distribution of consumer
information guides, increased direct mailings and a rise in the dispersal of
brochures to OB/GYN offices. Our expenses for development, maintenance and
hosting of our websites increased by approximately $67,700 in 2004 per our Web
Development and Maintenance Agreement with Gecko Media. In February 2004, we
expanded our existing executive suite office space and by October 2004 we
relocated to an even larger, traditional office space, which increased our rent,
utility and associated relocation expenses by approximately $61,300. With the
addition of six new employees in 2004, we incurred an increase in wage and
payroll burden expense of $418,900. This contributed to the approximate $45,800
increase in other employee related expenses such as furniture lease expense,
parking expense and office supplies expense. In July of 2004, we implemented a
new accounting and CRM system, which contributed to $12,000 in software and

                                       4
<PAGE>

consulting fee expenses. Our insurance expense increased in 2004 by
approximately $56,800 as the result of additional coverage required by our
Patent License Agreement with PharmaStem as well as the addition of a Directors
and Officers policy. Travel expense increased by approximately $16,300.
Professional fees increased by approximately $350,500 in 2004 as the result of
the cost of going public, unforeseen litigation and consulting fees to assist us
in raising capital and establish a distributor program. We also incurred
approximately $20,000 in other public company related expenses such as investor
relations, filings, listings and stock transfer and issuance expenses. All of
these expenses were new to the Company in 2004. Finally, our interest expense
increased by approximately $56,300 in 2004 due to the obligations of four loans
entered into during the period.

At December 31, 2004, we had current assets of $281,935 and current liabilities
of $1,723,376, resulting in a working capital deficit of $1,441,441. At December
31, 2004, we had deferred revenue of $135,177, resulting from our entering into
contracts with expectant parents pertaining to products or services that had not
yet been provided.

LIQUIDITY AND CAPITAL RESOURCES

We continue to experience substantial cash flow difficulties and we expect to
experience cash flow difficulties for an indefinite period. As a result, we have
no plans to make any material capital expenditures. At December 31, 2004, we had
a working capital deficit of $1,441,441. Although no assurances can be given, we
believe that our cash flow deficit will improve as revenues and sales increase.
In addition, although no assurances can be given, we believe that we may be able
to secure additional equity and/or debt financing.

On December 31, 2004, the Company held accounts receivable (net of allowance for
doubtful accounts) of $94,262. Accounts receivable are generally kept current
through punctual collections efforts.

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

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

                                       5

<PAGE>

On October 21, 2004, we entered into a Loan Agreement with the same unaffiliated
party. Pursuant to that agreement, we borrowed an additional $250,000. The loan
bears interest at 10% per annum and is unsecured. If certain of our obligations
are paid in full, then commencing on the first to occur of the date of such
payment or February 15, 2005, and continuing on the fifteenth day of each
calendar month through and including September 15, 2005, we are obligated to
continue to pay to the lender an amount equal to 5% of our consolidated gross
revenues for the immediately preceding calendar month. Payments are applied
first to interest accrued and then to the outstanding principal amount. The
entire amount of the loan and all interest accrued thereon is finally due and
payable on October 15, 2005. The agreement also includes warrants issued to the
lender to purchase 500,000 shares of our common stock. The warrants are
exercisable for a period of five years at an exercise price of $0.1875.

On January 17, 2005, our wholly-owned subsidiary, CBA Professional Services,
Inc. borrowed $100,000 from Joseph R. Vicente, a director of our company, on an
unsecured basis. The loan is for a period of one year and bears interest at 6%
per annum. Interest is payable on a monthly basis on the sixteenth day of each
calendar month, commencing on February 16, 2005 and continuing each month
thereafter through and including January 16, 2006. The entire principal amount
of this Note, together with any and all unpaid interest accrued thereon, shall
be finally due and payable on January 16, 2006.

In April 2005, the board of directors of the Company approved the Company's 2005
Stock Option Plan (the "Option Plan"), which authorized the issuance of up to
8,000,000 options to purchase shares of the Company's common stock to employees
and directors of the company. During the first quarter of 2005, the Company
issued a total of 1,019,918 stock options under the Option Plan. The options
issued have an exercise price ranging from $.25 to $.34 per share and vest over
a 4-year period.

On March 8, 2005, CBA Professional Services repaid $95,000 of the $100,000 loan
to Joseph R. Vicente. This was decided on due to the recruitment of franchisees
by CBA Professional Services being put on hold, as management felt it would be
beneficial to further test the franchise model before continuing with its
recruitment efforts.

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

On March 22, 2005, Cord Blood America, Inc. entered into a Standby Equity
Distribution Agreement with an unaffiliated party, Cornell Capital Partners, LP.
The agreement states that Cord Blood America, Inc. (the "Company") shall issue
and sell to Cornell Capital Partners, LP (the "Investor) from time to time as
provided, and the Investor shall purchase from the Company up to Five Million
U.S. Dollars ($5,000,000) of the Company's common stock, par value $0.0001 per
share. Such investments will be made in reliance upon the provisions of
Regulation D of the Securities Act of 1933, as amended, and the regulations
promulgated thereunder (the "Securities Act"), and or upon such other exemption
from the registration requirements of the Securities Act as may be available
with respect to any or all of the investments to be made hereunder.

The Company may request, by written notice to the Investor, an advance in the
amount requested by the Company, not to exceed $250,000 per advance. The request
by the Company to the Investor shall also contain a requested advance date. The
number of shares of Common Stock the Investor shall receive for each advance
will be determined by dividing the amount of the advance by 98% of the lowest
volume weighted average price of the Company's stock as quoted by Bloomberg, LP
during the period, 5 consecutive trading days after the date the Company
delivers notice to the Investor to advance the funds to the company.

The total aggregate amount of all advances shall not exceed Five Million U.S.
Dollars ($5,000,000). The length of the agreement shall not exceed twenty-four
(24) months after the date on which the SEC first declares effective a
Registration Statement registering the resale of the Registrable Securities as
set forth in Section 7.2(a) of Exhibit 10.17.

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The Company intends to use advances of the Standby Equity Distribution Agreement
to assist in the offset of our current cash flow difficulties. However, the
Company must first file and the SEC must declare effective a Registration
Statement registering the resale of the Registrable Securities as set forth in
Section 7.2(a) of Exhibit 10.17, before an advance can be made. Without use of
the advances, we believe we have sufficient operating capital through April of
2005. Also, if we fail for any reason to repay any of the above loans on a
timely basis, then we may have to curtail our business sharply or cease
operations altogether.

A critical component of our operating plan that may have a substantial impact on
our continued existence is our ability to obtain capital through additional
equity and/or debt financing. We do not anticipate adequate positive internal
operating cash flow until such time as we can generate substantially greater
revenues than we are generating at present.

Our near term cash requirements are anticipated to be offset through the receipt
of funds through private placement offerings and additional equity and/or debt
financing. Since inception, we have financed cash flow requirements through the
issuance of common stock for cash, services and loans. As we expand our
operational activities, we may continue to experience net negative cash flows
from operations and we will be required to obtain additional financing to fund
operations through common stock offerings and borrowings to the extent necessary
to provide working capital. No assurance can be made that such financing will be
available, and, if available, whether it will take the form of debt or equity.
Should we secure such financing, such financing could have a negative impact on
our financial condition and our shareholders. The sale of debt would, among
other things, adversely impact our balance sheet, increase our expenses and
increase our cash flow requirements. The sale of equity would, among other
things, result in dilution to our shareholders.


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

RISKS RELATED TO OUR BUSINESS

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

During the year ended December 31, 2003, we incurred a loss of $45,838, and
during the twelve months ended December 31, 2004, we incurred a loss of
$1,762,955. At December 31, 2004, we had a capital deficit of $1,407,311, and a
working capital deficit of $1,441,441. We expect our operating expenses to
increase as we experience growth. Our growth has required us to hire additional
employees and move to larger office space. As a result, we will need to generate
significant additional revenues to achieve and maintain profitability. We cannot
assure our shareholders that we will achieve significant additional revenues, or
that we will become profitable and, if so, sustain profitability into the
future. It is possible that we may encounter unexpected expenses. If the time
required to generate significant revenues and achieve profitability is longer
than anticipated, we may need to obtain working capital in the future. There can
be no assurance that we will be able to successfully complete any such financing
arrangements or that the amounts raised would meet our cash flow needs. We
cannot assure our shareholders that additional capital will be available to us
in the future on favorable terms, or at all. The various elements of our
business strategies, including marketing activities and obtaining increased
market acceptance, may require additional future capital. If adequate funds are
not available or are not available on acceptable terms, our ability to fund
those business activities essential to operate profitably, including further
sales and marketing activities, would be significantly limited.


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

As of December 31, 2004, the Company had current assets of $281,935 and current
liabilities of $1,723,376, resulting in a working capital deficit of $1,441,441.
We believe that we have sufficient operating capital through April of 2005.
There can be no assurance that sales will continue to increase or even maintain
current levels. We will require additional capital to fund our operations. The
failure of the Company to obtain financing as needed would have a material
adverse effect upon the Company and its business as we believe our current cash
position will enable us to sustain current operations for a short period of
time. If additional funds are obtained by issuing equity securities and/or debt
securities convertible into equity, dilution to existing shareholders will
result, and future investors may be granted rights superior to those of existing
shareholders. There can be no assurances, however, that additional financing
will be available when needed, or if available, on acceptable terms. There are
no current agreements, arrangements, or understandings for any equity and/or
debt financing. The failure of the Company to obtain such financing as required
or otherwise desired will have a material adverse effect upon the Company, its
business and operations.

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

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

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

We anticipate that service fees from the processing and storage of umbilical
cord blood will comprise a large portion of our revenues for the foreseeable
future and, therefore, our future success depends on the successful and
continued market acceptance of this service. Broad use and acceptance of our
service requires marketing expenditures and education and awareness of consumers
and medical practitioners. The time and expense required to accomplish such
education and awareness of our services and its potential benefits could
adversely affect market acceptance. Successful commercialization of our services
will also require that we satisfactorily address the needs of various medical
practitioners that constitute a target market to reach consumers of our services
and to address potential resistance to recommendations for our services. If we
are unable to gain market acceptance of our services, we will not be able to
generate enough revenue to achieve and maintain profitability.

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

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

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<PAGE>

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

Our current and future expense levels are based on our operating plans and
estimates of future sales and revenues and are subject to increase as we
implement our strategy. Even if our sales grow, we may be unable to adjust
spending in a timely manner to compensate for any unexpected revenue shortfall.
Accordingly, any significant shortfall in revenues would likely have an
immediate material adverse effect on our business, operating results and
financial condition. Further, if we should substantially increase our operating
expenses to increase sales and marketing, and such expenses are not subsequently
followed by increased revenues, our operating performance and results would be
adversely effected and, if sustained, could have a material adverse effect on
our business. To the extent we implement cost reduction efforts to align our
costs with revenue, our revenue could be adversely affected.

WE ARE DEPENDENT UPON A THIRD PARTY FACILITY FOR THE STORAGE OF UMBILICAL CORD
BLOOD. IF OUR STORAGE ARRANGEMENTS TERMINATE FOR ANY REASON, WE MAY NOT BE ABLE
TO PROVIDE CORD BLOOD BANKING SERVICES FOR SOME PERIOD OF TIME.

We do not own or operate a storage facility for umbilical cord blood. All cord
blood collected from our customers is stored at Bergen Community Regional Blood
Center in Paramus, New Jersey. If our storage arrangements with Bergen Community
Regional Blood Center terminate for any reason, then we may not be able to
continue to provide our cord blood banking services for some period of time.
Even if we are able to negotiate an extension of our existing agreement or enter
into one or more new agreements, we may not be able to obtain favorable terms.

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

To the extent our cryopreservation storage service is disrupted, discontinued or
the performance is impaired, our business and operations could be adversely
affected. We store all of our specimens at the Bergen Community Regional Blood
Center in Paramus, New Jersey. Any failure, including network, software,
hardware or equipment failure, that causes a material interruption or
discontinuance in our cryopreservation storage of stem cell specimens could
result in stored specimens being damaged and unable to be utilized. Specimen
damage, including loss in transit to the Bergen Community Regional Blood Center
facility, could result in litigation against us and reduced future revenue,
which in turn could be harmful to our reputation. While our agreement with
Bergen Community Regional Blood Center requires both parties to maintain
commercial general liability insurance in amounts of not less than $1,000,000
per incident and $3,000,000 annual aggregate amount, such insurance coverage may
not adequately compensate us for any losses that may occur due to any failures
in our system or interruptions in our ability to maintain proper, continued,
cryopreservation storage services. Any material disruption in our ability to
maintain continued, uninterrupted storage systems could have a material adverse
effect on our business, operating results and financial condition. Our systems
and operations are vulnerable to damage or interruption from fire, flood,
equipment failure, break-ins, tornadoes and similar events for which we do not
have redundant systems or a formal disaster recovery plan and may not carry
sufficient business interruption insurance to compensate us for losses that may
occur.

WE ARE DEPENDENT UPON A PATENT LICENSE AGREEMENT FOR CERTAIN TECHNOLOGY AND
PROCESSES UTILIZED TO COLLECT, PROCESS AND STORE UMBILICAL CORD BLOOD. IF OUR
LICENSING ARRANGEMENT TERMINATES FOR ANY REASON, WE MAY NOT BE ABLE TO COLLECT,
PROCESS OR STORE UMBILICAL CORD BLOOD FOR SOME PERIOD OF TIME.

                                       9
<PAGE>

Pursuant to the Patent License Agreement, CPI may, on a non-exclusive basis,
collect, process and store cord blood utilizing PharmaStem technology and
processes covered by its patents for so long as the patents may remain in
effect. If our licensing arrangement with PharmaStem terminates for any reason,
then we may not be able to provide our cord blood banking services for some
period of time. Even if we are able to negotiate a new agreement with
PharmaStem, we may not be able to obtain favorable terms.

IF WE DO NOT OBTAIN AND MAINTAIN NECESSARY DOMESTIC REGULATORY REGISTRATIONS,
APPROVALS AND COMPLY WITH ONGOING REGULATIONS, WE MAY NOT BE ABLE TO MARKET OUR
CORD BLOOD BANKING SERVICES.

The cord blood banking services provided by us are currently subject to FDA
regulations requiring infectious disease testing. We have registered with the
FDA as a cord blood banking service, listed our products with the FDA, and will
be subject to FDA inspection. In addition, the FDA has proposed new good tissue
practice regulations that would establish a comprehensive regulatory program for
human cellular and tissue-based products as well as proposed rules for donor
suitability. We believe that we are in compliance with existing regulatory
requirements.

We may not be able to comply with any future regulatory requirements that may be
imposed on us, including product standards that may be developed after the date
hereof. Moreover, the cost of compliance with government regulations may
adversely affect our revenue and profitability. Failure to comply with
applicable regulatory requirements can result in, among other things,
injunctions, operating restrictions, and civil fines and criminal prosecution.
Delays or failure to obtain registrations could have a material adverse effect
on the marketing and sales of our services and impair our ability to operate
profitably in the future.

Of the states in which we provide cord blood banking services, only New Jersey
and New York currently require that cord blood banks be licensed. Our cord blood
storage facility is currently licensed to operate in these two states. If other
states adopt requirements for the licensing of cord blood banking services,
either our cord blood storage facility or we, would have to obtain licenses to
continue providing services in those states.

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

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

BECAUSE OUR INDUSTRY IS SUBJECT TO RAPID TECHNOLOGICAL AND THERAPEUTIC CHANGES
AND NEW DEVELOPMENTS, OUR FUTURE SUCCESS WILL DEPEND ON THE CONTINUED VIABILITY
OF THE USE OF STEM CELLS.

Our success will depend, to a significant extent, upon our ability to enhance
and expand the use and utility of our services so that they gain increased
market acceptance. There can be no assurance that expectant parents will use our
services or that our services will provide competitive advantages with current
or future technologies. Failure to achieve increased market acceptance could
have a material adverse effect on our business, financial condition and results
of operations. The use of stem cells in the treatment of disease is subject to
potentially revolutionary technological, medical and therapeutic changes. Future
technological and medical developments could render the use of stem cells
obsolete and unmarketable. In addition, there may be significant advances in
other treatment methods, such as genetics, or in disease prevention techniques,
which could significantly reduce the need for the services we provide.

                                       10
<PAGE>

OUR INFORMATION SYSTEMS ARE CRITICAL TO OUR BUSINESS AND A FAILURE OF THOSE
SYSTEMS COULD MATERIALLY HARM US.

We depend on our ability to store, retrieve, process and manage a significant
amount of information. If our information systems fail to perform as expected,
or if we suffer an interruption, malfunction or loss of information processing
capabilities, it could have a material adverse effect on our business.

THE CORD BLOOD BANKING MARKET IS INCREASINGLY COMPETITIVE.

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

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

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

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

RISKS RELATED TO OUR STOCK

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

An active public market for our common stock may not be sustained. As a result,
our investors may not be able to sell their shares quickly or at the market
price if trading of our stock is not actively maintained. Therefore, the share
price may be volatile.

SALES OF SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK, OR THE AVAILABILITY OF THOSE
SHARES FOR FUTURE SALE, COULD ADVERSELY AFFECT OUR STOCK PRICE AND LIMIT OUR
ABILITY TO RAISE CAPITAL.

We are unable to predict the effect, if any, that future sales of common stock
or the potential for such sales may have on the market price of the common stock
prevailing from time to time. Of the 29,270,600 issued and outstanding shares of
common stock of the Company, as of March 24, 2005 4,027,200 shares are believed
to be capable of being sold or transferred without registration under the
Securities Act of 1933. The market price of our common stock could decline as a
result of sales of substantial amounts of our common stock in the public market
or the perception that substantial sales could occur. These sales also may make
it more difficult for us to sell common stock in the future to raise capital.

                                       11
<PAGE>

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

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

THE OWNERSHIP OF OUR COMMON STOCK IS CONCENTRATED IN THE HANDS OF OUR EXISTING
DIRECTORS AND EXECUTIVE OFFICERS. AS A RESULT, YOU MAY NOT BE ABLE TO EXERT
MEANINGFUL INFLUENCE ON SIGNIFICANT CORPORATE DECISIONS.

Our directors and executive officers beneficially own, in the aggregate,
approximately 66.5% of our outstanding shares of common stock as of March 24,
2005. These persons, acting together, will be able to exercise significant
influence over all matters requiring stockholder approval, including the
election and removal of directors and any merger, consolidation or sale of all
or substantially all of our assets. In addition, these persons, acting together,
have the ability to control the management and affairs of our company. This
concentration of ownership may harm the market price of our common stock by
delaying or preventing a change in control of our company at a premium price
even if beneficial to our other stockholders.

VARIOUS ANTI-TAKEOVER PROVISIONS ARE CONTAINED IN OUR AMENDED AND RESTATED
ARTICLES OF INCORPORATION AND OUR AMENDED AND RESTATED BYLAWS. AS A RESULT, ANY
TAKEOVER OF THE COMPANY MAY BE DELAYED OR DISCOURAGED AND THE ABILITY OF THE
SHAREHOLDERS TO CHANGE THE DIRECTION AND MANAGEMENT OF THE COMPANY MAY BE
DELAYED OR LIMITED.

Our Amended and Restated Articles of Incorporation provide for a staggered Board
of Directors. Mr. Vicente's term expires in 2005, Mr. Weir's term expires in
2006 and Mr. Schissler's term expires in 2007. Our Amended and Restated Articles
of Incorporation, as amended, also provide for a substantial number of shares of
common stock and "blank check" preferred stock authorized for issuance solely by
action of the Board of Directors. Our Amended and Restated Bylaws provide, among
other things, that nominations for election to our Board of Directors, other
than those made by the Board of Directors, must be made by written notification
delivered to the Company not less than 20 and not more than 50 days prior to any
annual or special meeting of shareholders called for the election of directors.
Such provisions may have the effect of delaying or discouraging any takeover of
the Company by others or otherwise delaying or limiting the shareholders'
ability to change the direction and management of the Company.

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

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

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

                                       12
<PAGE>

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


RECENT ACCOUNTING PRONOUNCEMENTS

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


OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.

ITEM 7.  FINANCIAL STATEMENTS
-----------------------------

                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2004 and 2003



                                Table of Contents

Report of Independent Registered Certified Public Accounting Firm      1

Financial Statements:

Consolidated Balance Sheet                                             2

Consolidated Statements of Operations                                  3

Consolidated Statements of Changes in Capital Deficit                  4

Consolidated Statements of Cash Flows                                  5

Notes to Consolidated Financial Statements                             7


                                       13
<PAGE>

REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
-----------------------------------------------------------------

To the Board of Directors and Stockholders of Cord Blood America, Inc. and
Subsidiaries:

We have audited the accompanying consolidated balance sheet of Cord Blood
America, Inc. and Subsidiaries as of December 31, 2004, and the related
consolidated statements of operations, changes in capital deficit, and cash
flows for the years ended December 31, 2004 and 2003. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Cord Blood America,
Inc. and Subsidiaries as of December 31, 2004, and the results of their
operations and their cash flows for the years ended December 31, 2004 and 2003,
in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As Discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations,
has a working capital deficit, and has suffered negative cash flows from
operating activities. This raises substantial doubt about the Company's ability
to continue as a going concern. Management's plans in regards to these matters
are also described in Note 2. The financial statements do no include any
adjustments that might result from the outcome of this uncertainty.

/s/ Tedder, James, Worden and Associates, P.A.

Orlando, Florida
March 18, 2005, except for Note 15 (debt, third paragraph) as to which
the date is March 24, 2005.

                                        1




<PAGE>


                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                December 31, 2004


                                     ASSETS
                                     ------
Current assets:
Cash                                                              $   112,673
Certificates of deposit                                                75,000
Accounts receivable, net of allowance for
doubtful accounts of $13,516                                           94,262
                                                                  -----------

                Total current assets                                  281,935

Property and equipment, net                                            16,227
Deposit                                                                20,000
Other assets                                                            2,062
                                                                  -----------

                Total assets                                      $   320,224
                                                                  ===========


                         LIABILITIES AND CAPITAL DEFICIT
                         -------------------------------
Current liabilities:
Accounts payable                                                  $   361,161
Accrued expenses                                                      271,218
Deferred revenue                                                      135,177
Due to related party                                                   15,215
Capital lease obligations, current portion                              3,630
Notes payable                                                         936,975
                                                                  -----------

                Total current liabilities                           1,723,376

Capital lease obligations, net of current portion                       4,159
                                                                  -----------

                Total liabilities                                   1,727,535

Capital deficit:
Preferred stock, $.0001 par value, 5,000,000 shares
           authorized, no shares issued and outstanding                    --
Common stock, $.0001 par value, 100,000,000 shares
           authorized, 25,429,600 shares issued and outstanding         2,543
Additional paid-in capital                                            398,939
Accumulated deficit                                                (1,808,793)
                                                                  -----------

                Total capital deficit                              (1,407,311)
                                                                  -----------

                Total liabilities and capital deficit             $   320,224
                                                                  ===========






        See the accompanying notes to consolidated financial statements.

                                        2

<PAGE>

                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                 For the years ended December 31, 2004 and 2003


                                                   2004           2003
                                               -----------    -----------

Revenues                                       $   751,850        281,175

Cost of revenues                                  (597,348)      (198,770)
                                               -----------    -----------

           Gross profit                            154,502         82,405

Selling, general and administrative expenses     1,860,944        128,243
                                               -----------    -----------

           Loss from operations                 (1,706,442)       (45,838)

Interest expense                                   (56,513)            --
                                               -----------    -----------

           Net loss before income taxes         (1,762,955)       (45,838)

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

           Net loss                            $(1,762,955)       (45,838)
           --------                            ===========    ===========

Basic and diluted loss per share               $     (0.07)         (2.78)
                                               ===========    ===========

Weighted average common shares outstanding      24,933,182         16,500
                                               ===========    ===========














        See the accompanying notes to consolidated financial statements.

                                        3


<PAGE>

                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL DEFICIT

                 For the years ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                  COMMON STOCK         ADDITIONAL
                                            -----------------------     PAID-IN    ACCUMULATED
                                               SHARES      AMOUNT       CAPITAL      DEFICIT        TOTAL
                                            ----------   ----------    ----------   ----------    ----------
<S>                                             <C>      <C>           <C>          <C>                   <C>
Shares issued at inception                      16,500   $       83            --           --            83

Contributions                                       --           --         5,354           --         5,354

Net loss                                            --           --            --      (45,838)      (45,838)
                                            ----------   ----------    ----------   ----------    ----------

Balances at December 31, 2003                   16,500           83         5,354      (45,838)      (40,401)

Sale of common stock                             2,290      185,000            --           --       185,000

Stock issued for services                        2,000       10,000            --           --        10,000

Recapitalization of Cord Partners, Inc.     24,996,410     (192,581)      192,581           --            --

Stock issued for services                       20,000            2         4,998           --         5,000

Sale of common stock                           392,400           39        98,061           --        98,100

Issuance of stock options for services              --           --        13,912           --        13,912

Issuance of debt with detachable warrants           --           --        84,033           --        84,033

Net loss                                            --           --            --   (1,762,955)   (1,762,955)
                                            ----------   ----------    ----------   ----------    ----------

Balances at December 31, 2004               25,429,600   $    2,543       398,939   (1,808,793)   (1,407,311)
                                            ==========   ==========    ==========   ==========    ==========
</TABLE>


















        See the accompanying notes to consolidated financial statements.

                                        4


<PAGE>

                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 For the years ended December 31, 2004 and 2003


<TABLE>
<CAPTION>
                                                                  2004           2003
                                                              -----------    -----------
<S>                                                           <C>             <C>
Cash flows from operating activities:
Net loss                                                      $(1,762,955)       (45,838)
Adjustments to reconcile net loss to net cash
used in operating activities:
           Issuance of stock and stock options for services        28,912             --
           Provision for uncollectible accounts                    11,605          1,910
           Depreciation and amortization                           22,414             --
           Changes in operating assets and liabilities:
             Accounts receivable                                  (95,812)       (11,965)
             Deposits                                             (20,000)            --
             Other assets                                          (2,062)            --
             Accounts payable                                     325,040         36,121
             Accrued expenses                                     271,218             --
             Deferred revenue                                     115,643         19,534
             Due to related party                                  15,215             --
                                                              -----------    -----------
                Net cash used in operating activities          (1,090,782)          (238)

Cash flows from investing activities:
Purchase of property and equipment                                 (9,658)            --
Purchase of certificates of deposit                               (75,000)            --
                                                              -----------    -----------
                Net cash used in investing activities             (84,658)            --

Cash flows from financing activities:
Proceeds from the issuance of notes payable                     1,021,000             --
Payments of notes payable                                         (21,000)            --
Payments on capital lease obligations                                (186)            --
Proceeds from advance from officer                                     --          5,000
Payments on advance from officer                                   (5,000)            --
Proceeds from issuance of common stock                            283,100             83
Contributions                                                          --          5,354
                                                              -----------    -----------
                Net cash provided by financing activities       1,277,914         10,437
                                                              -----------    -----------
                Net increase in cash                              102,474         10,199

Cash, at beginning of year                                         10,199             --
                                                              -----------    -----------
Cash, at end of year                                          $   112,673         10,199
                                                              ===========    ===========
</TABLE>




        See the accompanying notes to consolidated financial statements.

                                        5

<PAGE>

                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

                 For the years ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                             2004       2003
                                                                           --------   --------
<S>                                                                        <C>        <C>
Supplemental disclosures of cash flow information:
Cash paid for interest                                                     $  8,005         --
                                                                           ========   ========

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

Supplemental disclosures of non-cash investing and financing activities:
         Discount on notes payable issued
           with detachable warrants                                        $ 84,033         --
                                                                           ========   ========

Acquisition of computer equipment under capital
           lease obligations                                               $  7,975         --
                                                                           ========   ========
</TABLE>














        See the accompanying notes to consolidated financial statements.

                                        6

<PAGE>

                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2004 and 2003

(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (a) ORGANIZATION AND DESCRIPTION OF BUSINESS

         Cord Blood America, Inc., formerly D&A Lending, Inc., (the "Company")
         was incorporated in the State of Florida on October 12, 1999. The
         Company is in the business of collecting, processing, and cryogenically
         storing umbilical cord blood. The Company's headquarters are located in
         Los Angeles, California.

         Effective March 31, 2004, the Company entered into an Agreement for the
         Exchange of Common Stock (the "Agreement") with Cord Partners, Inc.
         ("Cord") where the Company issued 20,790,000 shares, for all of the
         outstanding stock of Cord. As a result of the Agreement, the
         shareholders of Cord owned approximately 83% of the outstanding shares
         of the Company, and Cord has been deemed the accounting acquirer (a
         reverse acquisition in which Cord is considered the acquirer for
         accounting purposes). Accordingly, the historical financial information
         presented for the periods prior to March 31, 2004 is that of Cord,
         which was incorporated on January 1, 2003. The results of operations of
         the Company have been included with the results of operations of Cord
         in the accompanying consolidated financial statements from the date of
         acquisition. As a result of this reverse acquisition, there were no
         assets acquired or liabilities assumed.

         The accompanying financial statements have been prepared on a
         going-concern basis, which contemplates the realization of assets and
         the settlement of liabilities and commitments in the normal course of
         business. See Note 2 to the financial statements for a discussion of
         management's plans and intentions.

         (b) BASIS OF CONSOLIDATION

         The consolidated financial statements include the accounts of the
         Company and its wholly owned subsidiaries, Cord, CBA Professional
         Services, Inc. ("Services"), and CBA Properties, Inc. ("Properties").
         Significant inter-company balances and transactions have been
         eliminated upon consolidation.

         (c) CERTIFICATES OF DEPOSIT

         The company holds certificates of deposit with original maturities of
         nine months. The certificates of deposit mature in September 2005.

         (d) ACCOUNTS RECEIVABLE

         Accounts receivable consist of the amounts due for the processing and
         storage of umbilical cord blood. The allowance for doubtful accounts is
         estimated based upon historical experience. The allowance is reviewed
         periodically and adjusted for accounts deemed uncollectible by
         management.

                                        7

<PAGE>

                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

         (e) PROPERTY AND EQUIPMENT

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

         (f) DEFERRED REVENUE

         Deferred revenue consists of payments for enrollment in the program and
         processing and storage of umbilical cord blood by customers whose
         samples have not been collected, as well as the pro-rata share of
         annual storage fees for customers whose samples were stored during the
         year.

         (g) REVENUE RECOGNITION

         The Company provides a combination of products and services to
         customers. This combination arrangement is evaluated under Emerging
         Issues Task Force Issues ("EITF") No. 00-21, "Revenue Arrangements with
         Multiple Deliverables," ("EITF 00-21"). EITF 00-21 addresses certain
         aspects of accounting for arrangements under multiple revenue
         generating activities. The Company elected early adoption of EITF
         00-21.

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

         (h) COST OF SERVICES

         Costs are incurred as umbilical cord blood is collected. These costs
         include the transport of the umbilical cord blood from the hospital to
         the lab, the labs processing fees and royalties. The Company expenses
         these costs in the period incurred and do not defer any costs of sales.

                                        8



<PAGE>

                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

         (i) ADVERTISING

         Advertising costs are expensed when incurred. Advertising expense
         totaled approximately $600,000 and $69,000 for the years ended December
         31, 2004 and 2003.

         (j) INCOME TAXES

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




















                                        9

<PAGE>

                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

         (k) ACCOUNTING FOR STOCK COMPENSATION PLAN

         The Company accounts for its stock option plans using the intrinsic
         value based method of accounting, under which no compensation expense
         is recognized for stock option awards granted at fair market value. For
         purposes of pro forma disclosures under Statement of Financial
         Accounting Standards No. ("SFAS") 123, Accounting for Stock-Based
         Compensation, as amended by SFAS 148, Accounting for Stock-Based
         Compensation--Transition and Disclosure, the estimated fair value of
         the stock options is amortized to compensation expense over the
         options' vesting period. The following table illustrates the effect on
         net loss and loss per share if the fair value based method had been
         applied to all outstanding awards for the years ended December 31:

                                                           2004          2003
                                                        -----------   ---------

           Net loss, as reported                        $(1,762,955)    (45,838)
           Add: stock-based employee compensation
             expense included in reported net loss
             net of related tax effects                          --          --
           Deduct: total stock-based employee
             compensation expense determined under the
             fair value method for all awards, net of
             related tax effects                            (27,823)         --
                                                        -----------   ---------

                     Pro forma net loss                 $(1,790,778)    (45,838)
                                                        ===========   =========

           Basic and diluted loss per common share,
             as reported                                $     (0.07)      (2.78)
                                                        ===========   =========

           Basic and diluted loss per common share,
             pro forma                                  $     (0.07)      (2.78)
                                                        ===========   =========

         (l) 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 24,933,182 and 16,500 for the years ended December 31, 2004 and
         2003, respectively. The Company has 1,750,000 and -0- outstanding
         options to acquire common stock at December 31, 2004 and 2003,
         respectively, which are not included in the computation of net loss per
         common share because the effects of inclusion are anti-dilutive.

                                       10




<PAGE>


                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

         (m) CONCENTRATIONS OF RISK

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

         (n) USE OF ESTIMATES

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

         (o) NEW ACCOUNTING PRONOUNCEMENTS

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

(2)    MANAGEMENT'S PLANS AND INTENTIONS

         The Company's consolidated financial statements have been prepared
         assuming the Company will continue as a going concern. The Company has
         experienced recurring net losses from operations, which losses have
         caused an accumulated deficit of approximately $1,809,000 as of
         December 31, 2004. In addition, the Company has consumed cash in its
         operating activities of approximately $1,091,000 and has a working
         capital deficit of approximately $1,441,000 as of December 31, 2004.
         These factors, among others, raise substantial doubt about the
         Company's ability to continue as a going concern.

         Management has been able, thus far, to finance the losses, as well as
         the growth of the business, through private placements of its common
         stock and by issuing debt to fund its working capital needs. The
         Company is continuing to seek other sources of financing and attempting
         to increase revenues within its core business. In addition, the Company
         is exploring alternate ways of generating revenues through franchising
         its existing business model and acquiring other businesses intended to
         diversify its revenue streams. The ongoing execution of the Company's
         business plan is expected to result in operating losses for the
         foreseeable future. There are no assurances that the Company will be
         successful in achieving its goals.

                                       11


<PAGE>


                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2)    MANAGEMENT'S PLANS AND INTENTIONS, CONTINUED

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

(3)    PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31, 2004:

                                                      ESTIMATED
                                                     USEFUL LIVEs       2004
                                                     ------------     -------
                  Furniture and fixtures              5 years         $ 5,367
                  Computer equipment                  3 years          12,266
                                                      -------         -------

                                                                       17,633
                  Less accumulated depreciation                        (1,406)
                                                                      --------

                                                                      $16,227
                                                                      =======

         For the year ended December 31, 2004 depreciation expenses totaled
         $1,406. There was no depreciation expense for the year ended December
         31, 2003.

(4)    ACCRUED EXPENSES

The components of accrued expenses at December 31, 2004 are summarized as
follows:


                                                               2004
                                                             --------
                  Accrued salaries and benefits              $117,230
                  Accrued Consulting Fees                     115,665
                  Accrued interest                             27,500
                  Other                                        10,823
                                                             --------

                                                             $271,218
                                                             ========

Accrued consulting fees consist of amounts owed to consultants for services
provided during the year ended December 31, 2004. The liability was settled
subsequent to year-end through the issuance of 462,661 shares of the company's
common stock.

                                       12



<PAGE>


                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(5)    CAPITAL LEASE OBLIGATIONS

         During 2004, the Company entered into capital leases for computer
         equipment. The capital leases expire at various dates in 2007. Assets
         under capital lease are capitalized using interest rates appropriate at
         the inception of the lease. At December 31, 2004, these leased assets
         are included in property and equipment as computer equipment amounting
         to $7,975.

         Accumulated amortization and amortization expense amounted to $620 as
         of and for the year ended December 31, 2004. Amortization expense is
         included as a component of depreciation expense.

         As of December 31, 2004, future minimum lease payments under capital
lease obligations are as follows:


                            YEAR ENDED DECEMBER 31,
                                     2005                                $3,630
                                     2006                                 3,630
                                     2007                                 3,120
                                     ----                                ------

                  Total minimum lease payments                           10,380

                  Less amounts representing interest                     (2,591)
                                                                         ------

                                                                          7,789
                  Less current portion of capital lease obligations      (3,630)
                                                                         ------

                                                                         $4,159
                                                                         ======
(6)    NOTES PAYABLE

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

                                       13


<PAGE>


                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(6)    NOTES PAYABLE, CONTINUED

         The First Note requires monthly payments of interest and principal
         commencing in February 2005. The Second Note requires monthly payments
         of principal and interest commencing on the earlier of full payment of
         the First Note or February 2005. The Third Note requires monthly
         payments of principal and interest commencing on the earlier of full
         payment of the First Note and the Second Note or February 2005.
         Payments on all three notes are calculated as 5% of the Company's
         consolidated revenues determined in accordance with generally accepted
         accounting principles for the immediately preceding calendar month.
         Payments are applied to the First Note, until paid in full, then to the
         Second Note, until paid in full, and then to the Third Note. The entire
         principal of the First Note together with any and all unpaid interest
         accrued thereon, shall be finally due and payable on August 15, 2005.
         The entire principal of the Second Note together with any and all
         unpaid interest accrued thereon, shall be finally due and payable on
         September 15, 2005. The entire principal of the Third Note together
         with any and all unpaid interest accrued thereon, shall be finally due
         and payable on October 15, 2005. The principal amount of these
         promissory notes and any interest accrued thereon may be prepaid in
         whole or in part at any time prior to maturity without premium or
         penalty of any kind. There were no principal payments made on these
         notes during 2004.

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

         As of December 31, 2004, approximately $27,500 of interest has been
         incurred on these notes and is included in accrued expenses in the
         accompanying balance sheet.

(7)    COMMITMENTS AND CONTINGENCIES

         AGREEMENTS

         The Company is operating under an agreement with a not-for-profit
         company to test and store all umbilical cord blood samples collected.
         The agreement has a 10-year term, beginning June 30, 2002, and can be
         terminated by either party giving a 90-day notice. If the agreement is
         not terminated within 120-days of the end of the initial term, the
         agreement will renew on an annual basis for successive one-year terms.

                                       14



<PAGE>


                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(7)    COMMITMENTS AND CONTINGENCIES, CONTINUED

         AGREEMENTS, CONTINUED

         In March 2004, the Company entered into a Patent License Agreement with
         the holder of patents utilized in the collection, processing, and
         storage of umbilical cord blood to settle litigation against the
         Company for alleged patent infringements. The Patent License Agreement
         calls for royalties of 15% of processing and storage revenue with a
         minimum royalty of $225 per specimen collected, on all specimens
         collected after January 1, 2004 until the patents expire in the year
         2010. During the year ended December 31, 2004, the Company incurred
         approximately $121,800 in royalties relating to the Patent License
         Agreement of which approximately $48,600 is included in accounts
         payable at December 31, 2004.

         In February 2004, the Company entered into a Receivables Agreement with
         a financing company whereby, at the customer's discretion, the products
         and services purchased from the Company can be financed through an
         unrelated finance company. The Company paid a $500 origination fee in
         conjunction with executing the Receivables Agreement. During the year
         ended December 31, 2004 the Company sold approximately $32,900 in
         receivables, of which approximately $4,600 is held for default by the
         financing company which is included in accounts receivable. The
         receivables will be released to the Company one year from the date the
         receivable is initially sold. During the year ended December 31, 2004,
         the Company incurred approximately $3,600 in discounts relating to the
         sale of these receivables.

         OPERATING LEASE

         In 2004, the Company entered into non-cancelable operating leases for
         office space and computer software which expire through October 2009.
         Commitments for minimum future rental payments, by year and in the
         aggregate, to be paid under the operating leases as of December 31,
         2004, are as follows:

                          2005                       $ 75,807
                          2006                         77,975
                          2007                         78,433
                          2008                         78,957
                          2009                         53,680
                          ----                       --------
                                                     $364,852
                                                     ========

         The total lease payments are recorded as rent expense on a
         straight-line basis over the lease periods, resulting in a deferred
         rent liability of approximately $4,400, which is included in accrued
         expenses in the accompanying balance sheet. Total lease expense for
         operating leases, including those with terms of less than one year,
         amounted to approximately $49,000 and $5,300 for the years ended
         December 31, 2004 and 2003, respectively.

                                       15

<PAGE>


                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(7)    COMMITMENTS AND CONTINGENCIES, CONTINUED

         LITIGATION

         The Company is party to a legal action arising in the ordinary course
         of its business. While the results of this matter cannot be predicted
         with certainty, management believes that the final outcome of the
         action will not have a material adverse effect on the Company's
         financial position.

         EMPLOYMENT AGREEMENTS

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

         Pursuant to an employment agreement, the COO of the Company receives an
         annual salary of $125,000 through December 31, 2004. The annual salary
         increases to $150,000 as of January 1, 2005 and to $175,000 as of
         January 1, 2006. The annual salary is thereafter adjusted in accordance
         with changes in the cost of living index. The COO is entitled to
         receive performance bonuses as may from time to time be determined by
         the Board of Directors and certain fringe benefits. The employment
         agreement is subject to non-competition and confidentiality
         requirements.

         The Company has entered into a one-year employment agreement with the
         vice president of the Company ("VP"). Pursuant to the agreement, the VP
         receives an annual salary of $80,000 through April 2005.

(8)    INCOME TAXES

For the year ended December 31, 2004, the Company incurred no current or
deferred income tax expense.


                                       16

<PAGE>


                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(8)    INCOME TAXES, CONTINUED

         The tax effects of temporary differences that give rise to a
         significant portion of the deferred tax assets and deferred tax
         liabilities as of December 31, 2004 were as follows:

               Deferred tax assets:
                  Accrued officer compensation                       $  18,000
                  Net operating loss carry forward                     533,000
                  Allowance for bad debts                                5,000
                  Debt issue costs                                      24,000
                                                                     ---------

                             Gross deferred tax assets                 580,000

               Less valuation allowance                               (578,000)
                                                                     ----------

                             Net deferred tax assets                     2,000

               Deferred tax liabilities:
                  Property and equipment, principally due to
                  differences in depreciation                           (2,000)
                                                                     ----------

                             Net deferred tax                        $      --
                                                                     =========

         At December 31, 2004, the Company had net operating loss carry forwards
         of approximately $1,338,000 for federal income tax purposes, which are
         available to offset future taxable income, if any, through 2024.

(9)    SALES CONTRACTS

         The Company has sales contracts totaling approximately $81,200 and
         $27,400 as of December 31, 2004 and 2003, respectively, relating to
         customers who have initiated a sale with the Company for which the
         Company has performed no services. In accordance with the Company's
         revenue recognition policy, these sales contracts are excluded from the
         accompanying financial statements. A receivable and deferred revenue
         will be recorded when the collection kit is shipped and/or payment is
         received from the customer. These sales contracts will be recognized as
         revenue and deferred revenue as the umbilical cord blood is processed
         and stored.

                                       17

<PAGE>


                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(10)   RELATED PARTY TRANSACTIONS AND COMMITMENTS

         In January 2003, the Company entered into a Web Development and
         Maintenance Agreement (the "Web Agreement") for the development and
         maintenance of a website with a company whose president is a member of
         the board of directors of Cord Blood America, Inc. The Web Agreement
         stipulates the Company does not own the website; however, the Company
         maintains a license to utilize the site as long as the Web Agreement is
         in effect. The Web Agreement calls for commissions to be paid on sales
         and requests for information resulting in a sale generated through the
         website. The Web Agreement has an initial 3-year term and renews
         automatically for additional 3-year periods unless either party
         provides written notice at least 30 days prior to the end of the term.

         In March 2004, the Company cancelled the existing Web Agreement and
         signed a new Web Design and Maintenance Agreement. The new agreement
         replaces the commission payments with a flat monthly fee of $5,000 per
         month from March 2004 through May 2004 and $10,000 per month from June
         2004 until termination of the Web Agreement. The new agreement also
         calls for the issuance of 150,000 stock options with an exercise price
         of $.25 per share followed by another 150,000 stock options to be
         issued one year later at an exercise price of $1.00 per share (see Note
         11). The new Web Agreement expired in March 2005. The Company continues
         to operate under the terms of this new Web Agreement.

         During 2004 and 2003, the Company paid approximately $60,800 and
         $20,600, respectively, relating to both web development agreements. At
         December 31, 2004, the Company owed approximately $15,200 relating to
         these web development agreements which is included in due to related
         party in the accompanying balance sheet.

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

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

(11)   STOCK OPTION AGREEMENTS

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

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

                                       18

<PAGE>


                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(11)   STOCK OPTION AGREEMENTS, CONTINUED

         The following table summarizes stock option activity for the year ended
         December 31, 2004. No stock options were outstanding during the year
         ended December 31, 2003.

         WEIGHTED AVERAGE SHARES UNDER  EXERCISE PRICE
                                                         OPTION       PER SHARE
                                                         ------       ---------
               Outstanding at December 31, 2003                --         $  --
               Granted                                  1,750,000          0.25
               Exercised                                       --            --
               Expired/forfeited                               --            --
                                                               --            --

               Outstanding at December 31, 2004         1,750,000         $0.25
                                                        =========         =====

         The weighted average fair value at the date of grant for the options
         granted during the year ended December 31, 2004 was approximately $.09
         per common share. The Company estimates the fair value of each stock
         option at the grant date using the Black-Scholes option-pricing model
         based on the following assumptions:

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

The following table summarizes the stock options outstanding and exercisable at
December 31, 2004:

                      OUTSTANDING                               EXERCISABLE
               ------------------------                   ----------------------
                             WEIGHTED
                              AVERAGE       WEIGHTED                    WEIGHTED
                             REMAINING      AVERAGE                     AVERAGE
EXERCISE       NUMBER OF    CONTRACTUAL    EXERCISE       NUMBER OF     EXERCISE
PRICE           OPTIONS        LIFE          PRICE         OPTIONS       PRICE
                -------        ----          -----         -------       -----

                               9 years,
$0.25        1,750,000         3 months          $0.25         --        $0.25
             =========                           =====         ==        =====

                                       19

<PAGE>


                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(12)   PREFERRED STOCK

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

(13)   COMMON STOCK

         At inception, the Company had 50,000,000 shares of non-par common stock
         authorized.

         In January 2004, the Company issued 2,000 shares of common stock for
         professional services. The services were valued at $10,000.

         In March 2004, the Company sold 2,290 shares of common stock for
         $185,000.

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

         Effective March 31, 2004, the Company entered into an Agreement for the
         Exchange of Common Stock (the "Agreement") with Cord where the Company
         issued 20,790,000 shares, for all of the outstanding stock of Cord.

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

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

         In June 2004, the Company sold 280,000 shares of common stock through a
         private placement at $.25 per share for $70,000.

         In December 2004, the Company sold 112,400 shares of common stock
         through a private placement at $.25 per share for $28,100.

                                       20

<PAGE>


                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(14)   SEGMENT REPORTING

         SFAS 131 "Disclosures about Segments of an Enterprise and Related
         Information," requires that a public business enterprise report
         financial and descriptive information about its reportable operating
         segments. Operating segments are components of an enterprise about
         which separate financial information is available that is evaluated
         regularly by the chief operating decision makers in deciding how to
         allocate resources and in assessing performance.

         The Company has one operating segment. 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 following table represents
         net revenues generated from our one operating segment for the years
         ended December 31, 2004 and 2003:

                                                      2004             2003
                                                    --------         --------

               Enrollment fees                      $218,830          87,630
               Storage and other fees                 32,508          11,490
               Processing fees                       500,512         182,055
                                                    --------        --------

                                                    $751,850         281,175
                                                    ========        ========

(15)   SUBSEQUENT EVENTS

         SALES OF EQUITY SECURITIES

         In January 2005, the company sold 185,000 shares of common stock
         through private placements. The shares were sold for $53,000.

         BUSINESS ACQUISITION

         In February 2005, the Company entered into a purchase and sale
         agreement (the "Agreement") to acquire 100% of the outstanding shares
         of Career Channel, Inc., also known as RainMakers, International
         ("RainMakers") through a share exchange. Because RainMakers and the
         Company were entities under common control this transaction will be
         accounted for in a manner similar to a pooling of interests. The
         Company issued 3,656,000 shares of common stock for all of the
         outstanding shares of RainMakers. RainMakers is in the business of
         advertising, specializing in television and radio advertising
         companies. As a result of the acquisition, the company expects to
         position itself in front of more expectant families through RainMakers
         marketing channels.

                                       21

<PAGE>

                    CORD BLOOD AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(15)   SUBSEQUENT EVENTS, CONTINUED

         BUSINESS ACQUISITION, CONTINUED

         The following table summarizes the carrying values of the assets
acquired at the date of acquisition.

                        AT FEBRUARY 28, 2005                         (UNAUDITED)
                        --------------------                          ---------
              Current assets                                          $116,900
              Non-current assets                                         5,800
                                                                      --------

                         Total assets                                 $122,700
                                                                      ========

              Current liabilities                                     $ 28,500
              Non-current liabilities                                       --
                                                                            --

                         Total liabilities                              28,500

              Stockholders' equity                                      94,200
                                                                      --------

                         Total liabilities and stockholders' equity   $122,700
                                                                      ========

         DEBT

         Subsequent to year-end, Services obtained a promissory note for
         $100,000 from a director of the Company to fund the operations. The
         promissory note bears interest at 6% and is due in January 2006. The
         Company guaranteed the promissory note to the director. In March 2005,
         Services re-paid $95,000 of this promissory note.

         In March 2005, Cord received a $70,000 advance on future credit card
         sales. Repayment terms on this advance call for 17% of certain credit
         card sales until the sum of $94,682 has been paid.

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

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

(15)   SUBSEQUENT EVENTS, UNAUDITED

         In April, 2005, the Company issued a promissory note in the amount of
         $350,000 that accrues interest at 12% per year, which matures in
         January 2006. The promissory note is secured by 19,000,000 shares of
         the Company's common stock. In conjunction with the note, the Company
         issued warrants to purchase 1,000,000 shares of common stock at an
         exercise price of $.20. The warrants expire in April 2010. The Company
         currently has not received the proceeds from the issuance of this note.

         In April 2005, the board of directors of the Company approved the
         Company's 2005 Stock Option Plan (the "Option Plan"), which authorized
         the issuance of up to 8,000,000 options to purchase shares of the
         Company's common stock to employees and directors of the company.
         During the first quarter of 2005, the Company issued a total of
         1,019,918 stock options under the Option Plan. The options issued have
         an exercise price ranging from $.25 to $.34 per share and vest over a
         4-year period.

                                       22

<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
-------- ------------------------------------------------------------------
         RELATED STOCKHOLDER MATTERS
         ---------------------------

The following information relates to those persons who are the beneficial owners
of five percent or more of our outstanding shares of common stock:

NAME AND ADDRESS OF                AMOUNT AND NATURE OF              PERCENT
BENEFICIAL OWNER (1)            BENEFICIAL OWNERSHIP (2)(3)        OF CLASS (4)
--------------------            ---------------------------        ------------

Matthew L. Schissler                    11,174,313                      38.2%

Stephanie A. Schissler                   8,258,590                      28.2%

----------
(1) The address for each of the persons listed above is c/o CBA, 9000 W. Sunset
    Boulevard, Suite 400, West Hollywood, CA 90069.

(2) These shares are directly owned by each listed shareholder.

(3) After giving effect to a two for one stock split effected as a stock
    dividend effective as of April 2, 2004.

(4) The percentage is based upon 29,270,600 shares of issued and outstanding
    common stock and immediately exercisable warrants to purchase 1,000,000
    shares of common stock as of March 24, 2005. In no event may the Options be
    exercised, in whole or in part, after April 28, 2014.

The following information relates to the shares of common stock beneficially
owned by each of our directors and executive officers and all of our directors
and executive officers as a group:

NAME AND ADDRESS OF                  AMOUNT AND NATURE OF             PERCENT
BENEFICIAL OWNER (1)              BENEFICIAL OWNERSHIP (2)(3)       OF CLASS (4)
--------------------              ---------------------------       ------------

Matthew L. Schissler                          11,174,313               38.2

Stephanie A. Schissler                         8,258,590               28.2

Joseph R. Vicente                                      0                  0

Stephen Weir                                      20,000                 (5)

All directors and executive
officers as a group (4 persons)               19,452,903               66.5

----------

(1) The address for each of the persons listed above is c/o CBA, 9000 W. Sunset
    Boulevard, Suite 400, West Hollywood, CA 90069.

(2) These shares are directly owned by each listed shareholder.

(3) After giving effect to a two for one stock split effected as a stock
    dividend effective as of April 2, 2004.

(4) The percentage is based upon 29,270,600 shares of issued and outstanding
    common stock and immediately exercisable warrants to purchase 1,000,000
    shares of common stock as of March 24, 2005. In no event may the Options be
    exercised, in whole or in part, after April 28, 2014.

(5) Less than one percent.

                                       23

<PAGE>


                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




                                        CORD BLOOD AMERICA, INC.


Date:      April 28, 2005               By: /s/ Matthew L. Schissler
           --------------                   -----------------------------

                                            Matthew L. Schissler,
                                            Chairman and Chief Executive Officer
                                            (Principal Executive Officer)

                                        By: /s/ Sandra D. Smith
                                            --------------------------------

                                            Sandra D. Smith,
                                            Chief Financial Officer
                                            (Principal Financial and Accounting
                                            Officer)

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

NAME                                     TITLE                        DATE
----                                     -----                        ----

/s/ Matthew L. Schissler        Chairman of the Board and       April 28, 2005
------------------------        Chief Executive Officer
Matthew L. Schissler


/s/ Joseph Vicente              Director                        April 28, 2005
------------------------
Joseph Vicente


/s/ Stephen Weir                Director                        April 28, 2005
------------------------
Stephen Weir






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