CBA Florida Inc. (fka CBAI)

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The DTC “Chill” Has Had an Adverse Impact on the Company’s Ability to Raise Additional Capital, as well as the Cost of Such Capital, and Likely Will Have a Similar Impact until the “Chill” is Lifted.

As stated in the foregoing risk factor, the DTC’s “chill” precludes shares which it has unilaterally “chilled” from utilizing its Electronic Stock Transfer System, thereby putting the holders of such “chilled shares” at extreme disadvantage in the trading market when they go to sell their shares. The DTC “chill” applies to all shares newly issued after the “chill” went into effect on December 14, 2010, as well as all shares newly freed from private placement sales restrictions after the “chill” went into effect. Due to the foregoing, shares issued by the Company to investors in exchange for financing would be subject to the “chill,” and as such, investors are less likely to provide investment capital to the Company. Investors who are interested in providing investment capital to the Company have indicated they will only do so at a higher cost to the Company while the “chill” remains in effect, in order to compensate them for the issues encountered by them due to the “chill.”

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SUBJECT TO COMPLETION
DATED OCTOBER 28, 2011

PROSPECTUS
CORD BLOOD AMERICA, INC.
32,234,668 Shares of Common Stock

This prospectus (the “Prospectus”) relates to the resale of 32,234,668 shares of our common stock, par value of $0.0001, by certain individuals and entities who beneficially own shares of our common stock. We are not selling any shares of our common stock in this offering and therefore we will not receive any proceeds from this offering. However, the Company will receive proceeds from the sale of our common stock under the Securities Purchase Agreement and the amendments thereto, which were entered into between the Company and Tangiers Investors, LP, (“Tangiers”), the selling stockholder. We agreed to allow Tangiers to retain 10% of the proceeds raised under the Securities Purchase Agreement, which is more fully described below.

http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001354488%2D11%2D003998%2Etxt&FilePath=%5C2011%5C10%5C28%5C&CoName=CORD+BLOOD+AMERICA%2C+INC%2E&FormType=S%2D1%2FA&RcvdDate=10%2F28%2F2011&pdf=