CBA Florida Inc. (fka CBAI)

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On May 11, 2011, we entered into an Amendment to Securities Purchase Agreement with Tangiers (“Amendment No. 2”). Amendment No. 2 changed total purchase price up to which we may issue and sell shares of our common stock to Tangiers, from a total purchase price of $4,000,000 to a total purchase price of $8,000,000. In addition, Amendment No. 2 changed the “Market Price” (the effect of this term is to be determined by reviewing the Securities Purchase Agreement) of the common stock which may be issued and sold to Tangiers from the bid price daily volume weighted average price of the common stock during the Pricing Period (defined in the Securities Purchase Agreement) to the lowest daily volume weighted average price of the common stock, as quoted by Bloomberg, L.P., during the Pricing Period.

We have obtained $2,423,887 in cash advances under the Securities Purchase Agreement, which means we now have $5,576,113 available to us under the Securities Purchase Agreement. Prior to this registration statement, the Company has filed registration statements with the Securities and Exchange Commission, to register a total of 706,195,119 shares of common stock issuable pursuant to the Securities Purchase Agreement, which said shares were registered prior to the recent 100 to 1 reverse split of our common stock. Under this registration statement we are registering an additional 20,652,270 shares of our common stock. We will issue these additional shares to Tangiers in order to receive advances under the Securities Purchase Agreement. This registration statement must be declared effective prior to us being able to issue those additional shares to Tangiers so that we may obtain cash advances under the Securities Purchase Agreement.

Our consolidated financial statements have been prepared assuming we will continue as a going concern. We have experienced recurring net losses from operations, which losses have caused an accumulated deficit of approximately $42.8 million as of December 31, 2010. In addition, we have a working capital deficit of approximately $4.6 million as of December 31, 2010. We had net losses of $8.5 million and $9.8 million for the years ended December 31, 2010 and 2009, respectively.

http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001354488-11-001779.txt&FilePath=\2011\06\01\&CoName=CORD+BLOOD+AMERICA%2C+INC.&FormType=S-1&RcvdDate=6%2F1%2F2011&pdf=

Existing stockholders will experience significant dilution from our sale of shares under the Securities Purchase Agreement.

The sale of shares pursuant to the Securities Purchase Agreement will have a dilutive impact on our stockholders. As a result, the market price of our common stock could decline significantly as we sell shares pursuant to the Securities Purchase Agreement. In addition, for any particular advance, we will need to issue a greater number of shares of common stock under the Securities Purchase Agreement as our stock price declines. If our stock price is lower, then our existing stockholders would experience greater dilution. Our common stock outstanding after this offering will be equal to 88,713,488 shares.

The investor under the Securities Purchase Agreement will pay less than the then-prevailing market price of our common stock

The common stock to be issued under the Securities Purchase Agreement will be issued at 90% of the lowest daily volume weighted average price of our common stock during the five consecutive trading days immediately following the date we send an advance notice to the investor and is subject to further reduction provided in the Securities Purchase Agreement. These discounted sales could also cause the price of our common stock to decline.

The sale of our stock under the Securities Purchase Agreement could encourage short sales by third parties, which could contribute to the further decline of our stock price.

The significant downward pressure on the price of our common stock caused by the sale of material amounts of common stock under the Securities Purchase Agreement could encourage short sales by third parties. Such an event could place further downward pressure on the price of our common stock.

We may be limited in the amount we can raise under the Securities Purchase Agreement because of concerns about selling more shares into the market than the market can absorb without a significant price adjustment.

The Company intends to exert its best efforts to avoid a significant downward pressure on the price of its common stock by refraining from placing more shares into the market than the market can absorb. This potential adverse impact on the stock price may limit our willingness to use the Securities Purchase Agreement. Until there is a greater trading volume, it seems unlikely that we will be able to access the maximum amount we can draw without an adverse impact on the stock price

We will not be able to use the Securities Purchase Agreement if the shares to be issued in connection with an advance would result in Tangiers owning more than 9.9% of our outstanding common stock.