Summary of CORD BLOOD AMERICA, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

Forward Looking Statements

In addition to the historical information contained herein, we make statements in this Quarterly Report on Form 10-Q that are forward-looking statements. Sometimes these statements will contain words such as "believes," "expects," "intends," "should," "will," "plans," and other similar words. Forward-looking statements include, without limitation, assumptions about our future ability to increase income streams, reduce and control costs, to grow revenue and earnings, and our ability to obtain additional debt and/or equity capital on commercially reasonable terms, none of which is certain. These statements are only predictions and involve known and unknown risks, uncertainties and other factors included in our periodic reports with the SEC. Although forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated in such statements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

The following information should be read in conjunction with our June 30, 2012 condensed consolidated financial statements and related notes thereto included elsewhere in the quarterly report and with our condensed consolidated financial statements and notes thereto for the year ended December 31, 2011 and the related "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our annual Report on Form 10-K for the year ended December 31, 2011, as well as our quarterly reports and reports filed on Form 8-K for the relevant periods. We also urge you to review and consider our disclosures describing various risks that may affect our business, which are set forth under the heading "Risk Factors Related to our Business" in our annual Report on Form 10-K for the year ended December 31, 2011.

Recent Developments During the Quarter

401(k) Plan Termination

The Company terminated its 401(k) Plan effective May 6, 2012, and has conformed to the notices required of such termination.

Management Changes

Effective May 14, 2012, Matthew Schissler resigned his officer positions as Chairman, CEO, and Secretary, and also his position as a Director, of Cord Blood America, Inc. Mr. Schissler was removed from all of his officer and director positions with all of the Company's wholly owned subsidiaries. The Company owes Mr. Schissler no compensation under his Executive Employment Agreement, and accordingly, no such liabilities appear on the Company's balance sheet.

Joseph R. Vicente, who had been Chief Operating Officer and Vice President of the Company prior to May 15th, was appointed Chairman and President by the Board of Directors on May 15th. Mr. Vicente voluntarily reduced his annual salary by 12.5%, until otherwise determined by Mr. Vicente, along with the advice and consent of the Company's Board of Directors. The Board of Directors on May 15th also named Stephen Morgan as the Company's Vice President and Secretary. He has served as General Counsel for the Company since August 2010 and will also remain in that role.

Pyrenees Consulting, LLC.

On January 1, 2010, the Company entered into a consulting agreement with Pyrenees Consulting, LLC ("Pyrenees Consulting"), mislabeled in the agreement as Pyrenees Capital, LLC. To the best of the Company's knowledge, at all relevant times herein, Pyrenees Consulting was owned 50% by Stephanie Schissler, who is the spouse of the Company's former CEO, Matthew Schissler, and 50% by Mathew Schissler. The consulting agreement was entered for consulting services provided by Pyrenees Consulting, to be performed by Stephanie Schissler. The agreement expired two years after the date of the agreement, but Pyrenees continued providing services for the Company at a monthly rate of $13,125. Effective May 14, 2012, the Company and Pyrenees Consulting, LLC terminated their arrangement, and Pyrenees no longer provides services for the Company, nor is owed any additional monies or other obligations.

Debt Restructuring

The Company closed on June 29, 2012, a new Securities Purchase Agreement and related documents with Tonaquint, Inc. ("Tonaquint"), including a Secured Convertible Promissory Note in the amount of $1,252,000. Separately the Company made a final and full payment to JMJ Financial ("JMJ") in the amount of $1,117,730.50. The agreement with, and payment to JMJ, also includes full release and cancellation provisions regarding all other notes, amendments, claims and rights that may have existed between the parties.

The principal amount of the Company Note with Tonaquint is $1,252,000 ("Maturity Amount"), and the Company Note was issued June 27, 2012 and is due 20 calendar months after the issuance date. The Company Note has an interest rate of 6.0%, which would increase to a rate of 18.0% on the happening of certain Events of Default (defined in the Company Note), including but not limited to: failure to pay and the failure by the Company or its transfer agent to deliver Conversion Shares (defined in the Company Note) within 3 Trading Days of the Company's receipt of a Conversion Notice (defined in the Company Note). The total amount funded in cash at closing was $1,120,000, representing the Maturity Amount less an original issue discount of $112,000 and the payment of $20,000 to the Tonaquint to cover its fees.

Tonaquint has the right to convert, subject to restrictions described in the Company Note, all or a portion of the outstanding amount of the Company Note into shares of the Company's common stock at a price of $0.03. So long as the Investor has not extinguished the Company Note in its entirety pursuant to such conversions, the Company shall make monthly payments to Investor on the Company Note, through either the issuance of shares of the Company's common stock or by payment in cash, at the election of the Company. Payments commence six months from the date of issuance of the Company Note and continue until the Company Note has been paid in full. The amount of the monthly payments is the greater of
(i) $100,000, plus the sum of any accrued and unpaid interest as of the applicable Installment Date (defined in the Company Note) and accrued and unpaid Late Charges (defined in the Company Note), if any, under the Company Note as of the applicable Installment Date (defined in the Company Note), and any other amounts accruing or owing to Investor under the Company Note as of such Installment Date, or (ii) the then-outstanding balance of the Company Note divided by the number of Installment Dates remaining prior to the Maturity Date.

BioCells

The Company was involved in a dispute with the shareholders of Bio from whom the Company purchased its ownership stake (the "Sellers") over the amount of the 2011 earn-out to be paid based on the interpretation of the terms of the agreement. As of June 22, 2012, the Company entered into an Agreement with the Sellers. Under the Agreement, the Company will pay the Sellers the following:
$25,000 on or before June 30, 2012; $10,000 on or before July 31, 2012; and $25,000 on or before September 30, 2012, for a total cash payment of $60,000. In addition, the Sellers will collect the Company's portion of BioCells shareholder dividends for fiscal years 2012 and 2013, up to a maximum amount of $440,000. Also, if BioCells is sold before April 2014 and certain thresholds for purchase price and payment are met or exceeded, then the Sellers could receive additional compensation, specifically an amount which equals $705,000 minus any amounts paid pursuant to the cash payments and payments from the Company's shareholder dividends, which are detailed above. That sum would be paid to the Sellers out of the proceeds of such a sale.

Summary and Outlook of the Business

CBAI is primarily an umbilical cord blood stem cell preservation company with a particular focus on the acquisition of customers in need of family based products and services.

Cord

The umbilical cord blood stem cell preservation operations provide umbilical cord blood banking services to expectant parents throughout all 50 United States. Our corporate headquarters re-located to Las Vegas, NV from Los Angeles, CA in October 2009. Cord earns revenue through a one-time enrollment and processing fee, and through an annually recurring storage and maintenance fee. Cord blood testing, processing, and some storage were conducted by our outsourced laboratory partner, Progenitor Cell Therapy, LLC, (PCT) in New Jersey. In March 2010, Cord began to process and store cord blood in our own facility. Cord provides the following services to each customer.

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

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

? Transportation. Manage all logistics for transporting the cord blood unit to our centralized facility immediately following birth. This procedure ensures chain-of-custody control during transportation for maximum security.

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

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

Going forward, management will continue to assess business opportunities, and plans to pursue customer acquisition, primarily through organic growth.

Stellacure GmbH

Based in Hamburg Germany, Stellacure GmbH collects, processes and stores cord blood samples as a private bank for use in current or future medical therapies in Germany, Spain, and other European and Middle Eastern Countries.

Biocordcell Argentina S.A.

Based in Buenos Aires, Biocordcell Argentina S.A., processes and stores cord blood samples as a private bank for use in current or future medical therapies in Argentina, Uruguay and Paraguay.

Results of Operations for the Three-Months Ended June 30, 2012

For the three months ended June 30, 2012, total revenue increased to approximately $1.8 million from $1.43 million, over the same period of 2011 for a 26% increase. Revenues are generated primarily from new enrollment/processing fees and recurring storage fees. The processing fees increased approximately 21%, and the recurring revenues approximately 19% for the three months ended June 30, 2012 versus the prior comparative period of 2011. The remaining revenue consisted of franchise revenue and cord tissue related sales. Per segment, Cord increased its total revenues by just over 10%, Stellacure experienced a decrease of 28% and Bio increased its revenues by approximately 81% over the same period ending June 30, 2011. Cord remains focused on strategic organic growth which management hopes will provide sustainable operating cash flows, and, positive operating and net income.

Cost of Services as a percentage of revenue decreased from 32% to 29%. The cost of services include transportation of the umbilical cord blood from the hospital to the lab, direct material plus labor costs for processing and cryogenic storage, and allocated rent, utility and general administrative expenses. Gross profit increased by approximately $0.32 million or 32% to $1.29 million for the period ending June 30, 2012 from the prior comparative period. The Company anticipates that through the growth and expansion of its Cord business, and continuing efficiencies in its own facilities, direct costs should continue to decrease and gross profits should continue to improve.

Administrative and selling expenses for the three months ended June 30, 2012 were $1.38 million as compared to $1.87 million for the comparative period of 2011 representing a 26% decrease. These expenses are primarily related to marketing/advertising, professional services, allocated facility related expenses and wages for personnel. Generally, each functional unit within administrative and selling expenses has reduced expenses from the prior comparative period. The Company continues to evaluate its expenses and their relationship to revenues for alignment. Depreciation and amortization are included as an administrative expense. For the 3 month period ending June 30, 2012, depreciation and amortization was $.20 million versus $.22 million for the prior comparative period of 2011.

The Company's income from operations was $.09 million versus a loss of $.91 for the comparative period, a reduction of over 110%. Included in the income from operations total is a $.19 million reversal in the accrual for the Bio 2011 earn out. The Company's net income was $0.15 million for the period ended June 30, 2012, a decrease of $1.16 million compared to the comparative period net loss of $1.01 million. The primary contributors to the positive net income were the reversal in the Bio accrual for the 2011 earn out, and the debt restructuring with the retirement of the JMJ Financial Notes which resulted in the forgiveness of accrued interest in the amount of $117,626 and a decrease in the derivative liability.

Results of Operations for the Six-Months Ended June 30, 2012

For the six months ended June 30, 2012, the Company's total revenue increased to approximately $3.36 million from $2.88 million, for a 16.3% increase over the same period of 2011. Revenues are generated primarily from new enrollment/processing fees and recurring storage fees. The processing fees increased approximately 21%, and the recurring revenues approximately 22% for the six months ended June 30, 2012 versus the prior comparative period of 2011. Other revenue consisted of franchise revenue and cord tissue related sales. Per segment, Cord increased its total revenues by over 10%, Stellacure experienced a decrease of 18% and Bio increased its revenues by over 38% over the prior comparative period. Cord remains focused on strategic organic growth which management hopes will provide sustainable operating cash flows and net income.

Cost of services as a percentage of revenue decreased from 32% to 28%. The cost of services includes transportation of the umbilical cord blood from the hospital to the lab, direct material plus labor costs for processing and cryogenic storage, and allocated rent, utility and general administrative expenses. Gross profit increased by approximately $0.45 million or 23 % to $2.41 million from the prior comparative period. The Company anticipates that through the growth and expansion of its Cord business, and continuing efficiencies in its own facilities, direct costs should continue to decrease and gross profits will continue to improve.

Administrative and selling expenses for the six months ended June 30, 2012 were $2.77 million as compared to 4.01 million for the comparative period of 2011 representing a 31% decrease. These expenses are primarily related to marketing/advertising, professional services, allocated facility, including utilities, expenses, and wages for personnel. Generally, each functional unit within administrative and selling expenses has reduced expenses. The Company continues to evaluate its expenses and their relationship to revenues for alignment. Depreciation and amortization are included as an administrative expense. For the 6 month period, depreciation and amortization was $.40 million versus $.38 million for the prior comparative period of 2011.

The Company's loss from operations was $.17 million versus a loss of $2.05 million for the comparative period, a reduction of over 91%. Included in the income from operations total is a $.19 million reversal in the accrual for the Bio 2011 earn out. The company's net loss was $1.11 million for the period ended June 30, 2012, a decrease of $1.74 million compared to the comparative period net loss of $2.85 million. The primary contributors to the decrease in the loss of net income were the reversal in the Bio accrual for the 2011 earn out, and the debt restructuring with the retirement of the JMJ Financial Notes which resulted in the forgiveness of accrued interest in the amount of $117,626 and a decrease in the derivative liability.

Liquidity and Capital Resources

Total assets at June 30, 2012 were $7,447,121, compared to $7,350,083 at December 31, 2011. Total liabilities at June 30, 2012 were $6,765,014 consisting primarily of Promissory Notes, Accounts Payable and Deferred Revenue $1,666,666 $ 1,040,433 and $2,289,522 respectively. At December 31, 2011, total liabilities were $8,228,919 consisting primarily of Promissory Notes, Accounts Payable and Deferred Revenue $ 2,267,394, $1,232,459 and $2,198,608 respectively.

The Company experienced a net loss of $1.01 million for the three months ended June 30, 2011 and for June 30, 2012, net income of $0.14 million. At June 30, 2012, the company had $0.33 million in cash. The Company currently collects cash receipts from operations through Cord and both of its subsidiaries, Bio and Stellacure. Cash flows from operations are currently sufficient to fund operations. During the three month period ended June 30, 2012 there was no increase in Notes payable for purposes of working capital or investment in affiliate companies.

Net cash used in operating activities for the six month period ending June 30, 2012 decreased approximately $1.68 million from the prior comparative period of 2011. The Company's use of cash from operating activities was $.05 million. Net cash used in investing activities decreased by $0.41 million, primarily due to the company limiting additional investment in foreign affiliates during the six month period ending June 30, 2012. Net cash provided by financing activities decreased from $2.2 million for the six months ending June 30, 2011 to $.44 million for the six month period ending June 30, 2012. This represents a decrease of approximately 80%. At the end of the six month period, cash and cash equivalents increased by $0.14 million for a total cash position of $0.33 million.

Since inception, the Company has financed cash flow requirements through the issuance of common stock and warrants for cash, services and loans. Over the past quarter, the Company has reduced operating expenses, ended investment in its foreign affiliates and received no additional funding from outside sources for working capital. The Company plans to continue to operate on its cash flows from operations by aligning its expenses with its revenues. If cash flows from operations are significantly less than projected, then the company would need to either cut back on its budgeted spending, look to outside sources for additional funding or a combination of the two. The Company currently does not have any financing agreements in place for additional funding. If the Company is unable to access sufficient funds when needed, obtain additional external funding or generate sufficient revenue from the sale of our products, we could be forced to curtail or possibly cease operations.

Inflation

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Disclosure not applicable to smaller reporting companies.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

It is management's responsibility to establish and maintain adequate internal control over all financial reporting pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the "Exchange Act"). Our management, including our chief executive officer and our chief financial officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2012. Following this review and evaluation, management collectively determined that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to management, including our chief executive officer, our chief operations officer, and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our disclosure controls and procedures are related to a lack of segregation of duties due to the size of the accounting department and to the limited financial resources of the Company. We hired a full time Accountant in January 2011 and a new Controller in April 2011, and we expect his familiarization with the Company will continue to enhance our disclosure controls. We are working closely with the Accountants in our foreign subsidiaries to implement stronger accounting controls. These efforts will enable to further of segregation of duties.

However, any controls system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

There were no significant changes in the Company's internal controls over financial reporting or in other factors that could significantly affect these internal controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II. - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Lindsay Bays

On or around September 21, 2011, Lindsay Bays, et. al filed a case against the Company, along with additional defendants Corcell, Inc., Progenitor Cell Therapy, LLC, and Bergen Community Blood Center in the Circuit Court of Kanawha County, West Virginia, case number 11-C-1664, alleging claims of breach of contract, negligence, and other related claims. After the filing, the case was removed by the defendants to the United States District Court for the Southern District of West Virginia, where it is Civil Action No. 2:11-0939. The Plaintiff alleges that she entered into a contract with Corcell, Inc. for the collection and storage of her child's cord blood. She claims that though her child was accepted as a candidate for autoreinfusion treatment of her child's cerebral palsy in the Duke University Pediatric Blood and Marrow Transplant Program, her child was unable to participate, purportedly due to the defendants' actions in labeling and shipping the blood. She seeks monetary damages for injuries and losses, punitive damages, interest and attorneys' fees. On or around December 5, 2011, the Company filed a Motion to Dismiss the action. Defendants Progenitor Cell Therapy, LLC and Bergen Community Blood Center also filed motions to dismiss.

On or around May 8, 2012, the Court denied the Company's Motion to Dismiss, without prejudice, and further ordered that the Plaintiffs be given leave until July 16, 2012 to conduct jurisdictional discovery regarding the Company's and CorCell's contacts with the state of West Virginia and granting the Company leave to, by motion, renew its challenge to personal jurisdiction no later than July 23, 2012. The Court granted motions to dismiss for lack of personal jurisdiction filed by defendants Progenitor Cell Therapy, LLC and Bergen Community Blood Center. On July 18, 2012, Plaintiff and the Company filed a Stipulation of Dismissal Pursuant to Rule 41(A), dismissing the case against Cord Blood America, Inc., without prejudice. In the event Plaintiff files another case involving these circumstances, the Company will continue to vigorously defend against the claims.

ITEM 1A. Risk Factors.

A description of our risk factors can be found in " Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2011. There were no material changes to those risk factors during the six months ended June 30, 2012.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In the instances described under this sub-heading, the Company relied upon
Section 4(2) of the Securities Act in issuing securities. The Company's reliance was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by the Company which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company;
(d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the securities took place directly between the offeree and the Company.

Tonaquint, Inc.

In a transaction that closed on June 29, 2012, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with Tonaquint, Inc.(Tonaquint) a Utah corporation whereby the Company issued and sold, and the Tonaquint purchased a Secured Convertible Promissory Note of the Company in the principal amount of $1,252,000 (the "Company Note").

The Company Note was issued June 27, 2012 and is due 20 calendar months after the issuance date. The Company Note has an interest rate of 6.0%, which would increase to a rate of 18.0% on the happening of certain Events of Default (defined in the Company Note), including but not limited to: failure to pay and the failure by the Company or its transfer agent to deliver Conversion Shares (defined in the Company Note) within 3 Trading Days of the Company's receipt of a Conversion Notice (defined in the Company Note). The total amount funded in cash at closing was $1,120,000, representing the principal amount less an original issue discount
of $112,000 and the payment of $20,000 to the Tonaquint to cover its fees.