10-Q/A

FORM 10-Q/A

_X_          Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2012

__­­_          Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _____ to _____.

Commission File Number: 000-27239

TAPIMMUNE INC.

(Name of registrant in its charter)

NEVADA	88-0277072
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1551 Eastlake Avenue East, Suite 100 Seattle, Washington	98102
(Address of principal executive offices)	(Zip Code)
(206) 504 7279
(Issuer's telephone number)

Indicate by check mark 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 __ 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  X   No  ___

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

             Large accelerated filer                                                                                                            Accelerated filer

             Non-accelerated filer (Do not check                                                                                  X   Smaller reporting company

                   if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ___  No   X

As of August 15, 2012, the Company had 72,861,754 shares of common stock issued and outstanding.

Explanatory Note

The purpose of this Amendment No. 1 to TapImmune Inc.’s  Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Item 6.		Exhibits
31.1*		Certification of Principal Executive Officer and Acting Principal Accounting Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1933, as amended
32.1*		Certification of Principal Executive Officer and Acting Principal Accounting Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.INS	XBRL Instance Document
101SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

_________

*           These exhibits were previously included or incorporated by reference in TapImmune Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012.

SIGNATURES

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

 TAPIMMUNE INC.

By: /s/ Glynn Wilson

Glynn Wilson

Chairman, Chief Executive Officer, Principal Executive Officer and Chief Financial Officer

Date:  September 12, 2012.

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SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES (Details 2) (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Interest paid in cash	$ 0	$ 0
Income taxes paid	$ 0	$ 0

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RELATED PARTY TRANSACTIONS (Details Textual) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended	155 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011	Jun. 30, 2012
Service Management Costs	$ 22,500	$ 62,100	$ 102,600	$ 124,200		$ 2,874,654
Research and Development Expense	145,763	57,526	261,228	108,948		6,172,393
Share-Based Compensation			2,202,562	715,216		12,877,954
Proceeds From Notes Payable			52,942	0	100,000	52,942
Due To Related Parties, Current	220,698		220,698		322,905	220,698
Debt [Member]
Increase (Decrease) in Due to Related Parties			25,000	100,000
Officer and Director [Member]
Service Management Costs			81,000	124,200
Research and Development Expense			45,000	45,000
Proceeds From Notes Payable			38,000	0
Management [Member]
Share-Based Compensation			$ 59,126	$ 330,697

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DERIVATIVE WARRANT LIABILITY AND FAIR VALUE (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Share purchase warrants, Dividend yield	0.00%	0.00%
Share purchase warrants, Volatility	199.00%	199.00%
Warrant [Member] | Minimum [Member]
Share purchase warrants, Expected Life (Years)	7 months 1 day	1 year 1 month 1 day
Share purchase warrants, Risk free Rate	0.16%	0.12%
Warrant [Member] | Maximum [Member]
Share purchase warrants, Expected Life (Years)	4 years 3 months 10 days	4 years 9 months 18 days
Share purchase warrants, Risk free Rate	0.41%	0.83%
Share purchase warrants, Volatility	100.00%

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CONTINGENCIES AND COMMITMENTS (Details Textual)	1 Months Ended			3 Months Ended			6 Months Ended		155 Months Ended	1 Months Ended	6 Months Ended	12 Months Ended
	Apr. 30, 2012 USD ($)	Dec. 31, 2011 USD ($)	Feb. 28, 2011 USD ($)	Jun. 30, 2012 USD ($)	Jun. 30, 2012 EUR (€)	Jun. 30, 2011 USD ($)	Jun. 30, 2012 USD ($)	Jun. 30, 2011 USD ($)	Jun. 30, 2012 USD ($)	Feb. 28, 2011 Dr Wilson [Member]	Jun. 30, 2012 Mayo Clinic [Member]	Dec. 31, 2010 Mayo Clinic [Member] Maximum [Member] USD ($)
License Costs					€ 75,000							$ 841,000
Broadcasters License Agreement Commitments, Description											In connection with the grant of the licenses, the Company is to (i) make an upfront license payment of $100,000 to Mayo followed by an additional $150,000 in license payments over a 12 month period, (ii) reimburse Mayo for documented patent expenses incurred to date by Mayo in connection with the license, (iii) pay an annual license fees, (iv) make milestone payments and (iv) pay royalties of gross annual sales
Employment Agreement Initial Term										2 years
Compensation			180,000
Number of options, Issued			2,000,000				500,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 0.19				$ 0.18
Share Based Compensation Arrangement By Share Based Payment Award Options Vested and Expected To Vest Outstanding Percentage			50.00%
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures			41,667
Consultant Agreement Term	1 year
Common shares issued pursuant to consulting service arrangements, Shares/warrants	1,000,000			620,690	620,690		14,035,179	2,327,059
Professional fees	7,500			112,980		164,943	187,109	280,957	5,113,681
Rental Lease Agreement Term		2 years
Operating Leases, Rent Expense		$ 7,152
Additional Rent For Operating Costs Percentage		2.20%

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CAPITAL STOCK (Details Textual) (USD $)	0 Months Ended	1 Months Ended								3 Months Ended		6 Months Ended		12 Months Ended	155 Months Ended						1 Months Ended										1 Months Ended												1 Months Ended
	Apr. 05, 2011	May 31, 2012	Apr. 30, 2012	Mar. 31, 2012	Apr. 25, 2011	Apr. 30, 2011	Mar. 23, 2011	Mar. 30, 2011	Mar. 31, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2009	Jun. 30, 2012	Mar. 15, 2012	Dec. 31, 2011	Jun. 01, 2011	Mar. 21, 2011	Mar. 15, 2012 Debt Settlement Agreement [Member]	Mar. 30, 2011 Debt Settlement and Warrant Extinguishment Agreement [Member]	Apr. 30, 2011 Private Placement [Member]	Jun. 30, 2012 Common Stock [Member] Consulting Agreement [Member]	May 31, 2012 Common Stock [Member] Consulting Agreement [Member]	Apr. 30, 2012 Common Stock [Member] Consulting Agreement [Member]	Apr. 30, 2012 Restricted Stock [Member]	Jun. 30, 2011 Restricted Stock [Member]	Mar. 31, 2012 Restricted Stock [Member] Debt Settlement Agreement [Member]	Mar. 30, 2011 Restricted Stock [Member] Debt Settlement Agreement [Member]	Mar. 15, 2012 Restricted Stock [Member] Debt Settlement Agreement [Member]	Apr. 30, 2012 Restricted Stock [Member] Debt Settlement and Consulting Agreement [Member]	Mar. 31, 2012 Restricted Stock [Member] Debt Settlement and Consulting Agreement [Member]	Apr. 30, 2012 Restricted Stock [Member] Accrued Interest Settlement [Member]	Mar. 31, 2012 Restricted Stock [Member] Accrued Interest Settlement [Member]	Jun. 30, 2012 Restricted Stock [Member] Consulting Agreement [Member]	May 31, 2012 Restricted Stock [Member] Consulting Agreement [Member]	Apr. 30, 2011 Restricted Stock [Member] Consulting Agreement [Member]	Mar. 30, 2011 Restricted Stock [Member] Consulting Agreement [Member]	Mar. 30, 2011 Restricted Stock [Member] Debt Settlement and Warrant Extinguishment Agreement [Member]	Mar. 30, 2011 Restricted Stock [Member] Exchange Agreement [Member]	Apr. 30, 2012 Restricted Stock [Member] Private Placement [Member]	Mar. 30, 2011 Note 2010 [Member] Exchange Agreement [Member]	Apr. 30, 2011 First Issue [Member] Restricted Stock [Member] Consulting Agreement [Member]	Mar. 30, 2011 Second Issue [Member] Restricted Stock [Member] Debt Settlement Agreement [Member]	Apr. 30, 2011 Second Issue [Member] Restricted Stock [Member] Consulting Agreement [Member]	Apr. 30, 2011 Third Issue [Member] Restricted Stock [Member] Consulting Agreement [Member]	Apr. 30, 2011 Fourth Issue [Member] Restricted Stock [Member] Consulting Agreement [Member]
Subscription Revenue Decription						Each unit consists of 20 share of Company''s common stock and 6 warrants each exercisable at $0.25, which expire in two years.
Common stock, shares authorized								75,000		150,000,000	150,000,000	150,000,000	150,000,000		150,000,000		150,000,000
Common Stock, Par Or Stated Value Per Share	$ 0.25	$ 0.137	$ 0.15		$ 0.34		$ 0.195	$ 0.22		$ 0.001	$ 0.001	$ 0.001	$ 0.001		$ 0.001	$ 0.15	$ 0.001		$ 0.18										$ 0.195	$ 0.15	$ 0.185		$ 0.15		$ 0.17	$ 0.137	$ 0.25	$ 0.18	$ 0.18	$ 0.22	$ 0.15		$ 0.25	$ 0.195	$ 0.25	$ 0.34	$ 0.25
Preferred Stock, Shares Authorized										5,000,000	5,000,000	5,000,000	5,000,000		5,000,000
Preferred Stock, Par or Stated Value Per Share					$ 0.25					$ 0.001	$ 0.001	$ 0.001	$ 0.001		$ 0.001
Stock Issued During Period, Shares, New Issues	500,000		933,333	789,778	20,000	600,001	441,177	2,048,578	641,023					265,000								600,001	35,179	14,000,000	1,000,000			333,334	885,295		100,000	400,000	163,334	789,778			500,000	1,180,000	641,023	2,048,578	933,333		350,000	441,177	366,783	20,000	108,696
Accounts Payable, Trade		$ 150,500			$ 4,575		$ 150,500									$ 50,000				$ 50,000									$ 150,500															$ 75,000	$ 84,315	$ 4,575	$ 25,000
Stock Issued		1,918,000	24,500	118,467	91,696		86,030	450,687	115,384			6,000,000																50,000	172,633		18,500	71,200	24,500	118,467	6,000	1,918,000	125,000	227,432	115,384	450,687			87,500	86,030	91,696	6,800	27,174
Gains (Losses) On Extinguishment Of Debt			18,758	9,930	2,225					18,758	125,371	28,688	(482,474)		(11,602,894)														22,133		18,758	9,930								373,266				11,030	7,381	2,225	2,174
Proceeds From Stock Subscription			345,000	85,000
Number Of Stock Units Purchased			2,300,000	733,334
Issue Price Of Stock Units			$ 0.15	$ 0.15
Number Of Common Stock Included In Stock Units			1	1
Warrant Excercise Price			$ 0.40	$ 0.4
Fair Value Of Warrants			123,000	5,133
Proceeds from Issuance of Private Placement				140,000																						140,000
Common shares issued pursuant to consulting service arrangements, Shares/warrants			1,000,000							620,690		14,035,179	2,327,059
Extinguishment Of Debt and Warrants Amount									83,333												83,333
Gain Loss On Settlement Of Debt and Extinguishment Of Warrants								373,266	87,734												0						134,977												87,734
Extinguishment of Debt, Amount							11,030	233,333																			233,333													233,333
Debt, Current								77,421																																		77,421
Subscription and Circulation Revenue						$ 90,000
Subscription Revenue Per Unit						3
Treasury Stock, Shares																		586,858									586,858

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DERIVATIVE WARRANT LIABILITY AND FAIR VALUE

6 Months Ended

Jun. 30, 2012

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

Note 4: DERIVATIVE WARRANT LIABILITY AND FAIR VALUE

The Company has evaluated the application ASC 480-10 Distinguishing liabilities from equity, ASC 815-40 Contracts in an Entity’s Own Equity and ASC 718-10 Compensation – Stock Compensation to the issued and outstanding warrants to purchase common stock that were issued with the convertible notes, private placements, consulting agreements, and various debt settlements during 2009 through 2011. Based on the guidance, management concluded these instruments are required to be accounted for as derivatives either due to a ratchet down protection feature available on the exercise price (Note 5) or a holder’s right to put the warrants back to the Company for cash under certain conditions. Under ASC 815-40-25, the Company records the fair value of these warrants (derivatives) on its balance sheet, at fair value, with changes in the values reflected in the statements of operations as “Changes in fair value of derivative liabilities”. The fair value of the share purchase warrants are recorded on the balance sheet under ‘Derivative liabilities – warrants’.

ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820-10 describes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities; Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The Company’s Level 3 liabilities consist of the derivative liabilities associated with the warrants issued with the convertible notes during the year ended December 31, 2011. At June 30, 2012, all of the Company’s derivative liabilities were categorized as Level 3 fair value liabilities. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Level 3 Valuation Techniques

Financial liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 financial liabilities consist of the notes and warrants for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation.

Determining fair value of share purchase warrants and conversion options, given the Company’s stage of development and financial position, is highly subjective and identifying appropriate measurement criteria and models is subject to uncertainty. There are several generally accepted pricing models for warrants and options and derivative provisions. The Company has chosen to value the warrants and conversion option on the notes that contain ratchet down provisions using the Binomial model under the following assumptions:

December 31, 2011

June 30, 2012

Expected Life (Years)

Risk free Rate

Dividend yield

Volatility

Expected Life (Years)

Risk free Rate

Dividend yield

Volatility

Share purchase warrants

1.09 to 4.80

0.12% to 0.83%

0.00%

199%

0.59 to 4.28

0.16% to 0.41%

0.00%

199%

The foregoing assumptions are reviewed quarterly and are subject to change based primarily on management’s assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuations.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability – warrants:

	As of June 30, 2012
	Fair Value Measurements
	Carrying Value		Level 1		Level 2		Level 3		Total
Derivative liability - warrants	$	894,643		-		-	$	894,643	$	894,643
Total	$	894,643		-		-	$	894,643	$	894,643

	As of December 31, 2011
	Fair Value Measurements Using
	Carrying Value		Level 1		Level 2		Level 3		Total
Derivative liability - warrants	$	1,317,834		-		-	$	1,317,834	$	1,317,834
Total	$	1,317,834		-		-	$	1,317,834	$	1,317,834

The table below provides a summary of the changes in fair value, including net transfers, in and/or out, of financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 2012 and the year ended December 31, 2011:

	Fair Value Measurements Using Level 3 Inputs
	Derivative liability - warrants			Derivative liability – conversion option			Total
Balance,  December 31, 2010	$	1,819,512		$	175,389		$	1,994,901
Additions during the year		1,587,275			-			1,587,275
Total unrealized (gains) or losses included in net loss		(631,631	)		(37,079	)		(668,710	)
Debt settlement		(1,457,322	)		(138,310	)		(1,595,632	)
Transfers in and/or out of Level 3		-			-			-
Balance, December 31, 2011		1,317,834			-			1,317,834
Additions during the year		-			-			-
Total unrealized (gains) or losses included in net loss		(423,191	)		-			(423,191	)
Debt settlement		-			-			-
Transfers in and/or out of Level 3		-			-			-
Balance, June 30, 2012	$	894,643		$	-		$	894,643

The fair value of the warrants is determined using a Binomial option pricing model. The valuation of warrants is subjective and is affected by changes in inputs to the valuation model including the price per share of common stock, the historical volatility of the stock price, risk-free rates based on U.S. Treasury security yields, the expected term of the warrants and dividend yield. Changes in these assumptions can materially affect the fair value estimate. Ultimately, the Company may incur amounts to settle the warrant at a cash settlement value that is significantly different than the carrying value of the liability in the financial statements. The Company will continue to classify the fair value of the warrants as a liability until the warrants are exercised, expire, or are amended in a way that would no longer require these warrants to be classified as a liability. Changes in the fair value of the common stock warrants liability are recognized as a component of other income (expense) in the statement of operations.

The net cash settlement value at the time of any future Fundamental Transaction will depend upon the value of the following inputs at that time: the consideration value per share of the Company’s common stock, the volatility of the Company’s common stock, the remaining term of the warrant from announcement date, the risk-free interest rate based on U.S. Treasury security yields, and the Company’s dividend yield. The warrant requires use of a volatility assumption equal to the greater of 100% and the 100-day volatility function determined as of the trading day immediately following announcement of a Fundamental Transaction.

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CONVERTIBLE NOTES PAYABLE (Details) (USD $)	6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011	Apr. 04, 2011
Face Value, Senior Secured Notes due	$ 1,429,694		$ 215,000
Principal Repayment, Senior Secured Notes due	0
Unamortized Note Discount, Senior Secured Notes due	332,156
Senior Secured Notes due, Total	1,097,538	998,790
February 2011 Secured Convertible Notes [Member]
Face Value, Senior Secured Notes due	1,184,694
Principal Repayment, Senior Secured Notes due	0
Unamortized Note Discount, Senior Secured Notes due	266,374
Senior Secured Notes due, Total	918,320
April 2011 Secured Convertible Notes [Member]
Face Value, Senior Secured Notes due	215,000
Principal Repayment, Senior Secured Notes due	0
Unamortized Note Discount, Senior Secured Notes due	60,435
Senior Secured Notes due, Total	154,565
June 2011 Secured Convertible Note [Member]
Face Value, Senior Secured Notes due	30,000
Principal Repayment, Senior Secured Notes due	0
Unamortized Note Discount, Senior Secured Notes due	5,347
Senior Secured Notes due, Total	$ 24,653

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DERIVATIVE WARRANT LIABILITY AND FAIR VALUE (Details Textual)	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Fair Value Assumptions, Expected Volatility Rate	199.00%	199.00%
Warrant [Member] | Maximum [Member]
Fair Value Assumptions, Expected Volatility Rate	100.00%

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CONVERTIBLE NOTES PAYABLE (Details Textual) (USD $)	6 Months Ended		12 Months Ended	155 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011	Jun. 30, 2012	Apr. 30, 2012	Mar. 31, 2012	Apr. 04, 2011
Debt Instrument, Maturity Date			Jul. 24, 2011
Proceeds From Notes Payable	$ 52,942	$ 0	$ 100,000	$ 52,942
Debt Conversion, Converted Instrument, Amount	254,187	815,527
Debt Instrument, Convertible, Conversion Price	$ 0.23			$ 0.23
Debt Instrument, Interest Rate During Period	10.00%
Payments Of Financing Costs	41,500
Deferred Finance Costs, Noncurrent, Net	24,637		32,291	24,637
Fair Value Of Warrants					123,000	5,133
Fair Value Assumptions, Expected Dividend Rate	0.00%		0.00%
Fair Value Assumptions, Expected Volatility Rate	199.00%		199.00%
Debt Instrument, Face Amount	1,429,694			1,429,694			215,000
February 2011 Secured Convertible Notes [Member]
Debt Instrument, Maturity Date	Feb. 24, 2014
Debt Instrument Maturity Period	3 years
Proceeds From Notes Payable	944,694
Debt Conversion, Converted Instrument, Amount	240,000
Debt Instrument, Convertible, Conversion Price	$ 0.15			$ 0.15
Debt Instrument, Interest Rate During Period	10.00%
Debt Default Longterm Debt Percentage	20.00%
Deferred Finance Costs, Noncurrent, Net	21,982			21,982
Debt Conversion, Converted Instrument, Warrants or Options Issued	2,369,388
Warrant Exercise Price	$ 0.25
Warrant Exercise Period	5 years
Weighted Average Price Of Common Stock Outstanding	$ 0.50
Maximum Sale Limit Of Common Stock To Be Reached For Warrants Excercise	25,000
Fair Value Of Warrants	483,355			483,355
Debt Instrument, Fair Value Disclosure	701,339			701,339
Debt Instrument Accretion Term	3 years
Accretion of Discount	80,265
Debt Instrument, Face Amount	1,184,694			1,184,694
February 2011 Secured Convertible Notes [Member] | Warrant [Member]
Fair Value Assumptions, Expected Term	5 years
Fair Value Assumptions, Risk Free Interest Rate	2.06%
Fair Value Assumptions, Expected Dividend Rate	0.00%
Fair Value Assumptions, Expected Volatility Rate	199.00%
April 2011 Secured Convertible Notes [Member]
Debt Instrument, Maturity Date	Apr. 04, 2014
Debt Instrument Maturity Period	3 years
Proceeds From Notes Payable	190,000
Debt Conversion, Converted Instrument, Amount	25,000
Debt Instrument, Convertible, Conversion Price	$ 0.15			$ 0.15
Debt Instrument, Interest Rate During Period	10.00%
Debt Default Longterm Debt Percentage	20.00%
Payments Of Financing Costs	4,550
Deferred Finance Costs, Noncurrent, Net	2,655			2,655
Debt Conversion, Converted Instrument, Warrants or Options Issued	430,000
Warrant Exercise Price	$ 0.25
Warrant Exercise Period	2 years
Weighted Average Price Of Common Stock Outstanding	$ 0.50
Maximum Sale Limit Of Common Stock To Be Reached For Warrants Excercise	25,000
Fair Value Of Warrants	130,720			130,720
Debt Instrument, Fair Value Disclosure	84,280			84,280
Debt Instrument Accretion Term	3 years
Accretion of Discount	17,105
Debt Instrument, Face Amount	215,000			215,000
April 2011 Secured Convertible Notes [Member] | Warrant [Member]
Fair Value Assumptions, Expected Term	2 years
Fair Value Assumptions, Risk Free Interest Rate	0.77%
Fair Value Assumptions, Expected Dividend Rate	0.00%
Fair Value Assumptions, Expected Volatility Rate	199.00%
June 2011 Secured Convertible Note [Member]
Debt Instrument Maturity Period	3 years
Debt Instrument, Convertible, Conversion Price	$ 0.15			$ 0.15
Debt Instrument, Interest Rate During Period	10.00%
Debt Default Longterm Debt Percentage	20.00%
Debt Conversion, Converted Instrument, Warrants or Options Issued	60,000
Warrant Exercise Price	$ 0.25
Warrant Exercise Period	2 years
Weighted Average Price Of Common Stock Outstanding	$ 0.50
Maximum Sale Limit Of Common Stock To Be Reached For Warrants Excercise	25,000
Fair Value Of Warrants	8,280			8,280
Debt Instrument, Fair Value Disclosure	21,720			21,720
Accretion of Discount	1,378
Debt Instrument, Face Amount	$ 30,000			$ 30,000
June 2011 Secured Convertible Note [Member] | Warrant [Member]
Fair Value Assumptions, Expected Term	2 years
Fair Value Assumptions, Risk Free Interest Rate	0.43%
Fair Value Assumptions, Expected Dividend Rate	0.00%
Fair Value Assumptions, Expected Volatility Rate	199.00%

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LOANS PAYABLE (Details Textual) (USD $)			6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2012 Minimum [Member]	Jun. 30, 2012 Maximum [Member]
Loans payable (Note 6)	$ 25,000	$ 7,000
Debt Instrument Accrued Interest Rate Percentage			10.00%	19.00%

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RESEARCH AGREEMENTS

6 Months Ended

Jun. 30, 2012

Research and Development [Abstract]

Research, Development, and Computer Software Disclosure [Text Block]

Note 3:     Research Agreements

Crucell Holland B.V. (“Crucell”) – Research License and Option Agreement

Effective August 7, 2003, Crucell and the Company’s subsidiary GeneMax Pharmaceuticals, Inc. (“GPI”) entered into a five-year research license and option agreement whereby Crucell granted to GPI a non-exclusive worldwide license for the research use of its adenovirus technology. The Company was required to make certain payments over the five-year term totaling Euro €450,000 (approximately $510,100).

At December 31, 2008, $243,598 (€172,801) was owing to Crucell under this agreement. During the year ended December 31, 2009, management negotiated a settlement of the outstanding balance requiring a €17,000 cash payment (paid) and the issuance of 265,000 shares of the Company’s common stock (refer to Note 9).

In addition, retroactively effective August 7, 2008, the Company negotiated an amended license agreement for the use of Crucell’s adenovirus technology. The Company is required to make annual license payments on the anniversary of the effective date for the three year term equal to €75,000 per annum. As at June 30, 2012, the Company had accrued $321,436 (€255,542) under the amended agreement, inclusive of interest on outstanding amounts. The Company is currently delinquent on making its first annual license payment under the amended license agreement. Crucell has the right to cancel the agreement however, to date, the Company has not received any notice terminating the license agreement. Management plans to negotiate an amended payment structure with Crucell that, if successful, would allow the Company to maintain the license agreement in good standing. However, there is no certainty that the license agreement will be maintained or that management will successfully negotiate new terms.

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PROMISSORY NOTE (Details Textual) (USD $)	6 Months Ended		12 Months Ended	155 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011	Jun. 30, 2012
Proceeds From Notes Payable	$ 52,942	$ 0	$ 100,000	$ 52,942
Debt Instrument, Maturity Date			Jul. 24, 2011
Legal Services Fees	88,529			88,529
Prepaid Expenses Deposits And Other Assets Current	26,475		56,627	26,475
Debt Instrument, Interest Rate During Period	10.00%
Debt Instrument, Convertible, Conversion Price	$ 0.23			$ 0.23
Repayments Of Debt	15,000
Proceeds From Additional Notes Payable	67,942
Officer and Director [Member]
Proceeds From Notes Payable	38,000	0
Promissory Note [Member]
Prepaid Expenses Deposits And Other Assets Current	$ 11,471			$ 11,471

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Supplemental Cash Flow Information AND NON-CASH INVESTING AND FINANCING ACTIVITIES (Details Textual) (February 2011 Notes [Member], USD $)	6 Months Ended
	Jun. 30, 2011
February 2011 Notes [Member]
Notes Issued	$ 240,000

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CONSOLIDATED BALANCE SHEETS(USD ($))	Jun. 30, 2012	Dec. 31, 2011
ASSETS
Cash	$ 12,013	$ 250,234
Due from government agency	1,055	1,060
Prepaid expenses and deposits	26,475	56,627
Assets, Current	39,543	307,921
Deferred financing costs (Note 5)	24,637	32,291
Total assets	64,180	340,212
LIABILITIES AND STOCKHOLDERS DEFICIT
Accounts payable and accrued liabilities	1,048,533	794,291
Research agreement obligations (Note 3)	321,436	259,752
Derivative liability warrants (Note 4)	894,643	1,317,834
Convertible notes payable (Note 5)	1,097,538	998,790
Loans payable (Note 6)	25,000	7,000
Promissory note (Note 7)	152,942	100,000
Due to related parties (Note 8)	220,698	322,905
Liabilities, Current	3,760,790	3,800,572
Stockholders Deficit
Common stock, $0.001 par value, 150,000,000 shares authorized 54,329,906 shares issued and outstanding (2011 52,073,460)	72,864	52,072
Additional paid-in capital	43,019,433	39,943,374
Shares and warrants to be issued (Note 9)	137,186	362,906
Deferred compensation	0	(35,968)
Deficit accumulated during the development stage	(46,865,908)	(43,722,216)
Accumulated other comprehensive loss	(60,185)	(60,528)
Total Santa Fe shareholders' equity	(3,696,610)	(3,460,360)
Total liabilities and shareholders' equity	64,180	340,212
COMMITMENTS AND CONTINGENCIES (Notes 1, 3, 5 and 11)

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NATURE OF OPERATIONS

6 Months Ended

Jun. 30, 2012

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Nature Of Operations [Text Block]

Note 1:    Nature of Operations

TapImmune Inc. (the “Company”), a Nevada corporation incorporated in 1992, is a development stage company which was formed for the purpose of building a biotechnology business specializing in the discovery and development of immunotherapeutics aimed at the treatment of cancer, and therapies for infectious diseases, autoimmune disorders and transplant tissue rejection.

Since inception, the Company has been party to various Collaborative Research Agreements (“CRA”) working with universities to carry out development of the licensed technology and providing TapImmune the option to acquire the rights to commercialize any additional technologies developed within the CRA. The lead product candidate, now wholly owned and with no ongoing license or royalty, resulting from these license agreements is an immunotherapy vaccine, on which the Company has been completing pre-clinical work in anticipation of clinical trials. Specifically, the Company has obtained and expanded on three U.S. and international patents, tested various viral vectors, licensed a viral vector and is working towards production of a clinical grade vaccine. The Company plans to continue development of the lead product vaccine through to clinical trials in both oncology and infectious diseases alone or in partnership with other vaccine developers.

These consolidated financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As at June 30, 2012, the Company had a working capital deficiency of $2,623,709 (excluding derivative liabilities recorded as current liabilities) and has incurred significant losses since inception. Further losses are anticipated in the development stage raising substantial doubt as to the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising additional capital to fund ongoing research and development, maintenance and protection of patents, accommodation from certain debt obligations and ultimately on generating future profitable operations. Planned expenditures relating to future clinical trials of the Company’s immunotherapy vaccine will require significant additional funding. The Company is dependent on future financings to fund ongoing research and development as well as working capital requirements. The Company’s future capital requirements will depend on many factors including the rate and extent of scientific progress in its research and development programs, the timing, cost and scope involved in clinical trials, obtaining regulatory approvals, pursuing further patent protections and the timing and costs of commercialization activities.

Management is addressing going concern remediation through seeking new sources of capital, restructuring and retiring debt through conversion to equity and debt settlement arrangements with creditors, cost reduction programs and seeking possible joint venture participation. Management’s plans are intended to return the Company to financial stability and improve continuing operations. The Company is continuing initiatives to raise capital through private placements, related party loans and other institutional sources to meet immediate working capital requirements.

Additional funding was raised through equity and debt placements in 2011 and the first six months of 2012, and management intends to continue restructuring outstanding debt and equity instruments. Additional capital is required currently to expand programs including pre-clinical work and to establish future manufacturing contracts necessary for clinical trials for the lead TAP (Transporters of Antigen Processing) vaccine and infectious disease adjuvant technology. Strategic partnerships will be needed to continue the product development portfolio and fund development costs. These measures, if successful, may contribute to reduce the risk of going concern uncertainties for the Company over the next twelve months.

There is no certainty that the Company will be able to arrange sufficient funding to satisfy current debt obligations or to continue development of products to marketability.

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CAPITAL STOCK (Details 1) (USD $)	6 Months Ended
	Jun. 30, 2012
Number of Shares, Unvested	1,037,709
Number of shares, Granted	500,000
Number of shares, Vested	(532,137)
Number of shares, Cancelled	0
Number of Shares, Unvested	1,005,572
Weighted Average Grant-Date Fair Value, Unvested	$ 0.18
Weighted Average Grant-Date Fair Value, Granted	$ 0.17
Weighted Average Grant-Date Fair Value, Vested	$ 0.18
Weighted Average Grant-Date Fair Value, Cancelled	$ 0
Weighted Average Grant-Date Fair Value, Unvested	$ 0.18

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CONTINGENCIES AND COMMITMENTS (Tables)

6 Months Ended

Jun. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

The Company has obligations under various agreements through December 31, 2014. The aggregate minimum annual payments for the years ending December 31 are as follows:

2012	$	1,105,824
2013		85,824
2014		7,152
	$	1,198,800

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CAPITAL STOCK (Details 2) (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Weighted Average Grant-Date Fair Value, Unvested	$ 0.18
Weighted Average Grant-Date Fair Value, Granted	$ 0.17
Weighted Average Grant-Date Fair Value, Cancelled	$ 0
Weighted Average Grant-Date Fair Value, Unvested	$ 0.18
Weighted Average Remaining Life, Balance	6 years 7 months 9 days	6 years 10 months 6 days
Weighted Average Remaining Life, Issued	0 years
Weighted Average Remaining Life, Cancelled	0 years
Warrant [Member]
Number of Warrants, Balance	12,106,355
Number of Warrants, Issued	1,516,668
Number of Warrants, Extinguished or expired	(714,400)
Number of Warrants, Balance	12,908,623
Weighted Average Grant-Date Fair Value, Unvested	$ 0.56
Weighted Average Grant-Date Fair Value, Granted	$ 0.40
Weighted Average Grant-Date Fair Value, Cancelled	$ 2.50
Weighted Average Grant-Date Fair Value, Unvested	$ 0.45
Weighted Average Remaining Life, Balance	2 years 1 month 9 days	2 years 9 months 21 days
Weighted Average Remaining Life, Issued	1 year 9 months 18 days
Weighted Average Remaining Life, Cancelled	0 years

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RESEARCH AGREEMENTS (Details Textual)	0 Months Ended	1 Months Ended							3 Months Ended			6 Months Ended		12 Months Ended	155 Months Ended		3 Months Ended
	Apr. 05, 2011	Apr. 30, 2012	Mar. 31, 2012	Apr. 25, 2011	Apr. 30, 2011	Mar. 23, 2011	Mar. 30, 2011	Mar. 31, 2011	Jun. 30, 2012 USD ($)	Jun. 30, 2012 EUR (€)	Jun. 30, 2011 USD ($)	Jun. 30, 2012 USD ($)	Jun. 30, 2011 USD ($)	Dec. 31, 2009 EUR (€)	Jun. 30, 2012 USD ($)	Dec. 31, 2011 USD ($)	Jun. 30, 2012 Crucell [Member] USD ($)	Jun. 30, 2012 Crucell [Member] EUR (€)	Dec. 31, 2008 Crucell [Member] USD ($)	Dec. 31, 2008 Crucell [Member] EUR (€)
Research License and Option Agreement Term																	5 years	5 years
Research and Development Expense									$ 145,763		$ 57,526	$ 261,228	$ 108,948		$ 6,172,393		$ 510,100	€ 450,000
Other Liabilities, Current									321,436	255,542		321,436			321,436	259,752			243,598	172,801
Increase (Decrease) In Other Operating Liabilities												61,684	65,103	17,000	539,567
Stock Issued During Period, Shares, New Issues	500,000	933,333	789,778	20,000	600,001	441,177	2,048,578	641,023						265,000
License Agreement Term												3 years
License Costs										€ 75,000

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UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR AN INTERIM PERIOD

6 Months Ended

Jun. 30, 2012

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information [Text Block]

Note 2:     UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR AN INTERIM PERIOD

Basis of Presentation

In the opinion of management, the accompanying balance sheets and related statements of operations and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. Examples include: valuation of the derivative liabilities and stock-based compensation. Actual results and outcomes may differ from management’s estimates and assumptions.

Interim results are not necessarily indicative of results for a full year. The information included in this quarterly report on Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K filed on April 16, 2012, with the U.S. Securities and Exchange Commission.

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CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $)	Jun. 30, 2012	Dec. 31, 2011
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	54,329,906	52,073,460
Common stock, shares outstanding	54,329,906	52,073,460

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2011

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Note 12:    SUBSEQUENT EVENTS

???

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DOCUMENT AND ENTITY INFORMATION	6 Months Ended
	Jun. 30, 2012	Aug. 15, 2012
Entity Registrant Name	TAPIMMUNE INC
Entity Central Index Key	0001094038
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	tpiv
Entity Common Stock, Shares Outstanding		72,861,754
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2012
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2012

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DERIVATIVE WARRANT LIABILITY AND FAIR VALUE (Tables)

6 Months Ended

Jun. 30, 2012

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Liabilities at Fair Value [Table Text Block]

The Company has chosen to value the warrants and conversion option on the notes that contain ratchet down provisions using the Binomial model under the following assumptions:

December 31, 2011

June 30, 2012

Expected Life (Years)

Risk free Rate

Dividend yield

Volatility

Expected Life (Years)

Risk free Rate

Dividend yield

Volatility

Share purchase warrants

1.09 to 4.80

0.12% to 0.83%

0.00%

199%

0.59 to 4.28

0.16% to 0.41%

0.00%

199%

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability – warrants:

	As of June 30, 2012
	Fair Value Measurements
	Carrying Value		Level 1		Level 2		Level 3		Total
Derivative liability - warrants	$	894,643		-		-	$	894,643	$	894,643
Total	$	894,643		-		-	$	894,643	$	894,643

	As of December 31, 2011
	Fair Value Measurements Using
	Carrying Value		Level 1		Level 2		Level 3		Total
Derivative liability - warrants	$	1,317,834		-		-	$	1,317,834	$	1,317,834
Total	$	1,317,834		-		-	$	1,317,834	$	1,317,834

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

The table below provides a summary of the changes in fair value, including net transfers, in and/or out, of financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 2012 and the year ended December 31, 2011:

	Fair Value Measurements Using Level 3 Inputs
	Derivative liability - warrants			Derivative liability – conversion option			Total
Balance,  December 31, 2010	$	1,819,512		$	175,389		$	1,994,901
Additions during the year		1,587,275			-			1,587,275
Total unrealized (gains) or losses included in net loss		(631,631	)		(37,079	)		(668,710	)
Debt settlement		(1,457,322	)		(138,310	)		(1,595,632	)
Transfers in and/or out of Level 3		-			-			-
Balance, December 31, 2011		1,317,834			-			1,317,834
Additions during the year		-			-			-
Total unrealized (gains) or losses included in net loss		(423,191	)		-			(423,191	)
Debt settlement		-			-			-
Transfers in and/or out of Level 3		-			-			-
Balance, June 30, 2012	$	894,643		$	-		$	894,643

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended		155 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012
Expenses
Consulting fees	$ 62,530	$ 25,000	$ 62,530	$ 75,500	$ 2,101,217
Depreciation	0	0	0	0	213,227
General and administrative	448,207	37,018	592,067	42,137	3,509,303
Interest and finance charges (Note 4)	100,246	98,127	196,972	454,837	6,027,985
Management fees (Note 8)	22,500	62,100	102,600	124,200	2,874,654
Professional fees	112,980	164,943	187,109	280,957	5,113,681
Research and development (Note 8)	145,763	57,526	261,228	108,948	6,172,393
Stock based compensation			2,202,562	715,216	12,877,954
Costs and Expenses	2,931,317	701,444	3,605,068	1,801,795	38,874,164
Net Loss Before Other Items	(2,931,317)	(701,444)	(3,605,068)	(1,801,795)	(38,874,164)
Other Items
Foreign exchange (loss) gain	17,280	(6,906)	9,497	(14,947)	63,087
Changes in fair value of derivative liabilities (Note 4)	352,129	(217,400)	423,191	(323,118)	4,498,331
Loss on debt financing	0	0	0	0	(1,268,713)
Gain (loss) on settlement of debt (Note 9)	18,758	125,371	28,688	(482,474)	(11,602,894)
Gain on extinguishment of derivative liabilities - warrants (Note 5)	0	396,000	0	1,088,575	290,500
Interest income	0	0	0	0	33,344
Loss on disposal of assets	0	0	0	0	(5,399)
Net Loss for the Period	(2,543,150)	(404,379)	(3,143,692)	(1,533,759)	(46,865,908)
Basic and Diluted Net Loss per Share (in dollars per share)	$ (0.04)	$ (0.01)	$ (0.05)	$ (0.04)
Weighted Average Number of Common Shares Outstanding (in shares)	61,966,500	46,676,086	57,218,349	43,641,308
Consulting fees [Member]
Expenses
Stock based compensation	1,953,028	227,167	2,086,936	384,519	7,809,289
Management fees [Member]
Expenses
Stock based compensation	86,063	29,563	115,626	330,697	4,440,415
Research and development [Member]
Expenses
Stock based compensation	$ 0	$ 0	$ 0	$ 0	$ 612,000

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PROMISSORY NOTE

6 Months Ended

Jun. 30, 2012

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Note 7:    Promissory note

During the year ended December 31, 2011, the Company issued a note in the amount of $100,000 towards future legal services, which matured July 24, 2011. As of June 30, 2012, the Company had received legal services in the amount of $88,529 and the difference of $11,471 is recorded as prepaid expenses and deposits. The note bears interest at 10% per annum and may be converted into shares at a conversion price of $0.23 per share at the lender’s option.

The Company repaid $15,000 of the $100,000 promissory note during the six months ended June 30, 2012. The note became due on July 24, 2011, and the Company is in default of repayment on the balance. As of June 30, 2012, the Company is renegotiating the settlement of the note.

During the six months ended June 30, 2012, the Company issued additional promissory notes in the amount of $67,942, of which $38,000 of promissory notes were issued to an officer and a director of the Company (Note 8). The promissory notes had no interest charges and no fixed repayment terms.

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LOANS PAYABLE

6 Months Ended

Jun. 30, 2012

Debt Disclosure [Abstract]

Short-term Debt [Text Block]

Note 6:     Loans payable

As at June 30, 2012, there were unsecured loan advances from third parties in the amount of $25,000 (December 31, 2011 - $7,000), which are due on demand. The loans are accruing interest between 10-19% per annum.

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NATURE OF OPERATIONS (Details Textual) (USD $)	Jun. 30, 2012
Working Capital Deficiency	$ 2,623,709

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CONVERTIBLE NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2012

Notes Payable Disclosure [Abstract]

Schedule of Debt [Table Text Block]

The following is a summary of debt instrument transactions that are relevant to the current period:

	Face Value		Principal Repayment		Unamortized Note Discount		Balance at June 30, 2012
February 2011 Secured Convertible Notes
Senior Secured Notes, due February24,2014	$	1,184,694	$	-	$	266,374	$	918,320
April 2011 Secured Convertible Notes
Senior Secured Notes, due April4,2014		215,000		-		60,435		154,565
June 2011 Secured Convertible Note
Senior Secured Notes, due June6,2014		30,000		-		5,347		24,653
Total	$	1,429,694	$	-	$	332,156	$	1,097,538

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SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES

6 Months Ended

Jun. 30, 2012

Supplemental Cash Flow Elements [Abstract]

Cash Flow, Supplemental Disclosures [Text Block]

Note 10: Supplemental Cash Flow Information AND NON-CASH INVESTING AND FINANCING ACTIVITIES

	Six Months Ended June 30, 2012
	Shares/warrants		Amount
Shares issued pursuant to debt settlement agreements		1,626,447	$	254,187
Common shares issued pursuant to consulting service arrangements		14,035,179	$	1,924,000

	Six Months Ended June 30, 2011
	Shares/warrants		Amount
Accounts payable settled by issuing common shares		4,214,766	$	815,527
Common shares issued pursuant to consulting service arrangements		2,327,059	$	500,527

Pursuant to the 2010 Note settlement and warrant extinguishment agreements entered during the six months ended June 30, 2011, the Company issued February 2011 Notes in the amount of $240,000 (Note 5).

See Notes 5 and 9 for additional disclosure on non-cash transactions.

	Six Months Ended June 30,
	2012		2011
Interest paid in cash	$	-	$	-
Income taxes paid	$	-	$	-

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2012

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

Note 8:    Related Party Transactions

During the six months ended June 30, 2012, the Company entered into transactions with certain officers and directors of the Company as follows:

(a) incurred $81,000 (June 30, 2011 - $124,200) in management fees and $45,000 (June 30, 2011 - $45,000) in research and development services paid to officers and directors during the period;

(b) recorded $59,126 (June 30, 2011 - $330,697) in stock based compensation for the fair value of options granted to management that were granted and or vested during the period;

(c) converted $25,000 (June 30, 2011 - $100,000) of debt due to related parties during the period, which were settled with shares;

(d) issued $38,000 (June 30, 2011 - $nil) in promissory notes to an officer and director of the Company (Note 7).

All related party transactions (other than stock based consideration) involving provision of services were recorded at the exchange amount, which is the amount established and agreed to by the related parties as representing fair value. The Company accounted for the debt settlement transactions with related parties at management’s estimate of fair value, using amounts similar to arm’s length settlements for debt settled.

At June 30, 2012, the Company had amounts owing to directors and officers of $220,698 (December 31, 2011 - $322,905). Amounts due to related parties are unsecured, non-interest bearing and have no specific terms of repayment.

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CAPITAL STOCK

6 Months Ended

Jun. 30, 2012

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Note 9:     Capital Stock

Share Capital

The authorized capital of the Company consisted of 150,000,000 common shares with $0.001 par value and 5,000,000 non-voting preferred shares with $0.001 par value.

2012 Share Transactions

On March 15, 2012, the Company issued 333,334 shares of its restricted common stock to related parties, pursuant to debt settlement agreements to settle $50,000 of outstanding trade payable. At the time of issuance the fair value of the shares was determined to be $50,000 based on the quoted market price of $0.15 per share.

On March 15, 2012, the Company issued 400,000 shares of its restricted common stock pursuant to a debt settlement and a consulting agreement. At the time of issuance the fair value of the shares was determined to be $71,200 based on the quoted market price of $0.15 per share. The Company recorded $9,930 as gain on settlement of debt.

On March 15, 2012, the Company issued 789,778 shares of its restricted common stock in settlement of accrued interest on the outstanding 2011 Notes. At the time of issuance the fair value of the shares was determined to be $118,467 based on the quoted market price of $0.15 per share. No gain or loss was recorded on settlement.

In March 2012, the Company received subscription proceeds of $85,000. The subscribers purchased 733,334 share units at $0.15 per unit. Each unit consists of 1 share of Company’s common stock and half a warrant exercisable at $0.40, which expires in two years. The fair value of these warrants was determined to be $5,133.

In April 2012, the Company received subscription proceeds of $345,000. The subscribers purchased 2,300,000 share units at $0.15 per unit. Each unit consists of 1 share of Company’s common stock and half a warrant exercisable at $0.40, which expires in two years. The fair value of these warrants was determined to be $123,000.

In April, 2012, the Company issued 100,000 shares of its restricted common stock pursuant to a debt settlement and a consulting agreement. At the time of issuance the fair value of the shares was determined to be $18,500 based on the quoted market price of $0.185 per share. The Company recorded $18,758 as gain on settlement of debt.

In April 2012, the Company issued 933,333 restricted common shares, at $0.15 per share, for proceeds of $140,000 received in October 2011, in a private placement.

In April 2012, the Company issued 1,000,000 common shares to a consultant pursuant to a consulting agreement effective October 1, 2011.

In April, 2012, the Company issued 163,334 shares of its restricted common stock in settlement of accrued interest on the outstanding 2011 Notes. At the time of issuance the fair value of the shares was determined to be $24,500 based on the quoted market price of $0.15 per share. No gain or loss was recorded on settlement.

In May 2012, the Company issued 14,000,000 common shares to consultants pursuant to a consulting agreement. At the time of issuance the fair value of the shares was determined to be $1,918,000 based on the quoted market price of $0.137 per share.

In June 2012, the Company issued 35,179 shares of its restricted common stock pursuant to a consulting agreement. The fair value of the shares was determined to be $6,000 based on the quoted market price of $0.17 per share.

2011 Share Transactions

On March 21, 2011, the Company issued 641,023 shares of its restricted common stock pursuant to debt settlement and warrant extinguishment agreement to settle $83,333 of the 2010 Notes and partial extinguishment of the Series A, Series B and Series C Warrants. At the time of issuance, the fair value of the shares was determined to be $115,384, based on the quoted market price of $0.18 per share, which has been recorded against the carrying value of the debt. The Company recognized a loss of $87,734 on partial settlement of 2010 Notes and partial extinguishment of the Series A, Series B and Series C Warrants.

On March 23, 2011, the Company issued 1,180,000 shares of its restricted common stock pursuant to various consulting agreements. At the time of issuance the fair value of the shares was determined to be $227,432 based on the quoted market price of $0.18 per share.

On March 23, 2011, the Company issued 885,295 shares of its restricted common stock pursuant to debt settlement agreements to settle $150,500 of outstanding trade payables. At the time of issuance the fair value of the shares was determined to be $172,633 based on the quoted market price of $0.195 per share. The Company recorded $22,133 as loss on settlement of debt.

On March 23, 2011, the Company issued 441,177 shares of its restricted common stock to related parties, pursuant to debt settlement agreements to settle $75,000 of its outstanding trade payables. At the time of issuance the fair value of the shares was determined to be $86,030 based on the quoted market price of $0.195 per share. The Company recorded the calculated loss on settlement of $11,030 to the statement of operations.

On March 30, 2011, the Company issued 2,048,578 shares of its restricted common stock pursuant to an exchange agreement to settle $233,333 of the 2010 Notes. At the time of issuance the fair value of the shares was determined to be $450,687 based on the quoted market price of $0.22 per share. The discounted carrying amount of the 2010 Note as of March 30, 2011 was $77,421. The Company recorded the difference between the fair value and accreted amount of $373,266 as loss on settlement of debt.

On April 5, 2011, the Company issued 500,000 shares of its restricted common stock pursuant to a consulting agreement. At the time of issuance the fair value of the shares was determined to be $125,000 based on the quoted market price of $0.25 per share.

On April 25, 2011, the Company issued 350,000 shares of its restricted common stock pursuant to a consulting agreement. At the time of issuance the fair value of the shares was determined to be $87,500 based on the quoted market price of $0.25 per share.

On April 25, 2011, the Company issued 366,783 shares of its restricted common stock pursuant to debt settlement agreements to settle $84,315 of outstanding trade payables. At the time of issuance the fair value of the shares was determined to be $91,696 based on the quoted market price of $0.25 per share. The Company recorded $7,381 as loss on settlement of debt.

On April 25, 2011, the Company issued 20,000 shares of its restricted common stock pursuant to a debt settlement agreement to settle $4,575 of outstanding trade payables. At the time of agreement the fair value of the shares was determined to be $6,800 based on the quoted market price of $0.34 per share. The Company recorded $2,225 as loss on settlement of debt.

On April 25, 2011, the Company issued 108,696 shares of its restricted common stock to related parties, pursuant to a debt settlement agreement to settle $25,000 of its outstanding accounts payables. At the time of issuance the fair value of the shares was determined to be $27,174 based on the quoted market price of $0.25 per share. The Company recorded the calculated loss on settlement of $2,174 to the statement of operations.

In April 2011, the Company received subscription proceeds of $90,000 and issued 600,001 shares of common stock in a private placement. The subscribers to the subscription proceeds have agreed to purchase one unit for each $3.00 of subscription proceeds. Each unit consists of 20 share of Company’s common stock and 6 warrants each exercisable at $0.25, which expire in two years.

On June 1, 2011, 586,858 shares of the Company’s restricted common stock was returned to treasury due to an adjustment to the final settlement of the $233,333 2010 Notes. The return of the shares resulted in a $134,977 reduction to the previously calculated loss on debt settlement.

Stock Compensation Plan

On October 14, 2009, the Company adopted the 2009 Stock Incentive Plan (the “2009 Plan”) which supersedes and replaces the 2007 Stock Plan. The 2009 Plan allows for the issuance of up to 10,000,000 common shares. Options granted under the Plan shall be at prices and for terms as determined by the Board of Directors.

On April 30, 2012, the Company granted 250,000 stock options to management at an exercise price of $0.18 per share, vesting monthly over a thirty six month period. The aggregate fair value of the new grant was estimated at $45,000, or $0.18 per option, using the Black-Scholes option pricing model with weighted average assumptions as follows: a risk free interest rate of 1.95%, a dividend yield of 0%, an expected volatility of 199%, and an expected life of 10 years.

On May 8, 2012, the Company granted 250,000 stock options to a consultant at an exercise price of $0.17 per share, vesting monthly over a twelve month period. The aggregate fair value of the new grant was estimated at $40,000, or $0.16 per option, using the Black-Scholes option pricing model with weighted average assumptions as follows: a risk free interest rate of 1.71%, a dividend yield of 0%, an expected volatility of 199%, and an expected life of 10 years.

The expensed portion of the value of the vesting options during the six months ended June 30, 2012 was $106,072 (June 30, 2011 - $369,116) which was recorded as stock based consulting and management fees. During the periods, stock-based consulting and management fees also includes share and warrant based compensation.

Share purchase options

A summary of the Company’s stock options as of June 30, 2012 and changes during the period is presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Life
Balance, December 31, 2011		6,278,000	$	0.18		6.85
Issued		500,000		0.18		-
Cancelled		-		-		-
Balance, June 30, 2012		6,778,000	$	0.18		6.61

At June 30, 2012, the intrinsic value of the vested options was equal to $nil (June 30, 2011 - $349,040).

A summary of the status of the Company’s unvested options as of June 30, 2012 is presented below:

	Number of Shares			Weighted Average Grant-Date Fair Value
Unvested, December 31, 2011		1,037,709		$	0.18
Granted		500,000			0.17
Vested		(532,137	)		0.18
Cancelled		-			-
Unvested, June 30, 2012		1,005,572		$	0.18

Share Purchase Warrants

On February 24, 2011, the Company issued 2,369,388 share purchase warrants to acquire an equivalent number of common shares of the Company, at an exercise price of $0.25 per share for an exercise period of up to five years from the issuance date. The warrants were issued pursuant to a securities purchase agreement (Note 5). The fair value of these warrants of $483,355 was recognized under derivative liabilities, using the Binomial option pricing model with an expected life of 5 years, a risk free interest rate of 2.06%, a dividend yield of 0%, and an expected volatility of 199%.

In March, 2012, the Company issued 366,668 share purchase warrants to acquire an equivalent number of common shares of the Company, at an exercise price of $0.40 per share for an exercise period of up to two years from the issuance date. The warrants were issued pursuant to the private placement of $110,000. The fair value of these warrants was determined to be $5,133, using the Black-Scholes option pricing model with an expected life of 2 years, a risk free interest rate of 0.37%, a dividend yield of 0%, and an expected volatility of 63%.

In March 21, 2011, the Company issued 250,000 share purchase warrants to acquire an equivalent number of common shares of the Company, at an exercise price of $0.25 per share for an exercise period of up to five years from the issuance date. The warrants were issued pursuant to a debt settlement agreement (Note 5). The fair value of these warrants of $43,750 was recognized under derivative liabilities, using the Binomial option pricing model with an expected life of 5 years, a risk free interest rate of 0.77%, a dividend yield of 0%, and an expected volatility of 199%.

In April, 2012, the Company issued 1,150,000 share purchase warrants to acquire an equivalent number of common shares of the Company, at an exercise price of $0.40 per share for an exercise period of up to two years from the issuance date. The warrants were issued pursuant to a private placement. The fair value of these warrants was determined to be $123,000, using the Black-Scholes option pricing model with an expected life of 2 years, a risk free interest rate of 0.27%, a dividend yield of 0%, and an expected volatility of 146.6%.

A summary of the Company’s share purchase warrants as of June 30, 2012 and changes during the period is presented below:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Life
Balance, December 31, 2011		12,106,355		$	0.56		2.81
Issued		1,516,668			0.40		1.80
Extinguished or expired		(714,400	)		2.50		-
Balance, June 30, 2012		12,908,623		$	0.45		2.11

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Note 11:     ContingencIES AND COMMITMENTs

Contingencies

Tax Filings

The Company has not filed income tax returns for several years in certain operating jurisdictions, and may be subject to possible compliance penalties and interest. Management is currently not able to make a reliably measurable provision for possible liability for penalties and interest, if any, at this time, and the Company may be liable for such amounts upon assessment. Penalties and interest, if assessed in the future, will be recorded in the period such amounts are determinable.

Commitments

Combined Research and Operating Obligations

Effective May 25, 2010, the Company entered into a research and license Option Agreement with the Mayo Clinic for the development and possible commercial use of a cancer vaccine. Subject to the approval and guidance of the United States Food and Drug Administration (“FDA”) the Mayo Clinic plans to conduct a Phase I human clinical trial (“Phase I Trial”) to test and develop the Company’s technology.

The Company has agreed that, during the period of the option and upon approval of FDA to conduct Phase I Trials, will pay all the costs incurred by the Mayo Clinic, not to exceed a total of $841,000.

On April 13, 2012, the Company entered into a Patent & Know-How agreement with the Mayo Foundation for Education and Research (“Mayo”) to license a proprietary MHC Class I HER2/neu antigen technology. Under the terms of the agreement, the Company acquired from Mayo (i) an exclusive worldwide license to use the patent rights related to patent application numbered 61600480 (titled “Methods and materials for generating CD8+ T-cells having the ability to recognize cancer cells expressing a Her2/neu polypeptide”) to make products in the prophylactic and therapeutic field (the “Licensed Products”) and (ii) a non-exclusive license to use certain of Mayo’s know-how to make the Licensed Products. The Company may sublicense the technology with the approval of Mayo, which approval may not unreasonably withheld.

In connection with the grant of the licenses, the Company is to (i) make an upfront license payment of $100,000 to Mayo followed by an additional $150,000 in license payments over a 12 month period, (ii) reimburse Mayo for documented patent expenses incurred to date by Mayo in connection with the license, (iii) pay an annual license fees, (iv) make milestone payments and (iv) pay royalties of gross annual sales. In addition, the Company is required to pay Mayo a fee if it fails to initiate a Phase I clinical trial of a Licensed Product within five years and if it fails to initiate a Phase II clinical trial of a Licensed Product within eight years.

Management Services Agreement

In February 2011, the Company approved an employment agreement with Dr. Wilson with an initial term of 2 years, which may be automatically extended for successive one-year terms. This employment agreement provides for annual compensation of $180,000 and the grant of an option to acquire 2,000,000 shares of the Company’s common stock at $0.19 per share, 50% of which vested on March 16, 2011, while the remainder will vest monthly over a period of two years (41,667 per month). The options shall be exercisable for at least five years.

Consultant Agreement

In April 2012, the Company entered into an investors’ relation consulting agreement for a one year term, with a one-time right to terminate the agreement at its six month anniversary. The consulting agreement provides for the Company to issue 620,690 shares to the consultant and a monthly payment of $7,500.

Rental Lease Agreement

In December 2011, the Company entered into a lease agreement, which started in January 2012 for a two year period. The Company will pay a monthly basic rent of $7,152 and additional rent for operating costs of 2.20% of total operating expenses of the property.

The Company has obligations under various agreements through December 31, 2014. The aggregate minimum annual payments for the years ending December 31 are as follows:

2012	$	1,105,824
2013		85,824
2014		7,152
	$	1,198,800

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CAPITAL STOCK (Details) (USD $)	1 Months Ended	6 Months Ended
	Feb. 28, 2011	Jun. 30, 2012	Jun. 30, 2011
Number of options, Balance		6,278,000
Number of options, Issued	2,000,000	500,000
Number of options, Cancelled		0
Number of options, Balance		6,778,000
Weighted Average Exercise Price, Balance		$ 0.18
Weighted Average Exercise Price, Issued	$ 0.19	$ 0.18
Weighted Average Exercise Price, Cancelled		$ 0
Weighted Average Exercise Price, Balance		$ 0.18
Weighted Average Remaining Life, Balance		6 years 7 months 9 days	6 years 10 months 6 days
Weighted Average Remaining Life, Issued		0 years
Weighted Average Remaining Life, Cancelled		0 years

XML

SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES (Tables)

6 Months Ended

Jun. 30, 2012

Supplemental Cash Flow Elements [Abstract]

Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]

	Six Months Ended June 30, 2012
	Shares/warrants		Amount
Shares issued pursuant to debt settlement agreements		1,626,447	$	254,187
Common shares issued pursuant to consulting service arrangements		14,035,179	$	1,924,000

	Six Months Ended June 30, 2011
	Shares/warrants		Amount
Accounts payable settled by issuing common shares		4,214,766	$	815,527
Common shares issued pursuant to consulting service arrangements		2,327,059	$	500,527

Details of Nonmonetary Transactions [Table Text Block]

	Six Months Ended June 30,
	2012		2011
Interest paid in cash	$	-	$	-
Income taxes paid	$	-	$	-

XML

DERIVATIVE WARRANT LIABILITY AND FAIR VALUE (Details 1) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Total	$ 894,643	$ 1,317,834
Fair Value, Inputs, Level 1 [Member]
Total	0	0
Fair Value, Inputs, Level 2 [Member]
Total	0	0
Fair Value, Inputs, Level 3 [Member]
Total	894,643	1,317,834
Carrying Value [Member]
Total	894,643	1,317,834,000
Warrant [Member]
Total	894,643	1,317,834
Warrant [Member] | Fair Value, Inputs, Level 1 [Member]
Total	0	0
Warrant [Member] | Fair Value, Inputs, Level 2 [Member]
Total	0	0
Warrant [Member] | Fair Value, Inputs, Level 3 [Member]
Total	894,643	1,317,834
Warrant [Member] | Carrying Value [Member]
Total	$ 894,643	$ 1,317,834

XML

CONTINGENCIES AND COMMITMENTS (Details) (USD $)	6 Months Ended
	Jun. 30, 2012
Operating Leases, Rent Expense, Minimum Rentals	$ 1,198,800
First Year [Member]
Operating Leases, Rent Expense, Minimum Rentals	1,105,824
Second Year [Member]
Operating Leases, Rent Expense, Minimum Rentals	85,824
Third Year [Member]
Operating Leases, Rent Expense, Minimum Rentals	$ 7,152

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS	6 Months Ended		155 Months Ended
	Jun. 30, 2012 USD ($)	Jun. 30, 2011 USD ($)	Jun. 30, 2012 USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (3,143,692)	$ (1,533,759)	$ (46,865,908)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation	0	0	213,227
Non-cash loss on debt financing	0	0	1,268,713
Changes in fair value of derivative liabilities	(423,191)	323,118	(4,498,331)
Loss (gain) on settlement of debt	(28,688)	482,474	11,602,894
Gain on extinguishment of derivative liabilities - warrants	0	(1,088,575)	(290,500)
Loss on disposal of assets	0	0	5,399
Non-cash interest and financing charges	0	454,837	5,468,499
Stock based compensation	2,202,562	715,216	12,877,954
Changes in operating assets and liabilities:
Due from government agency	0	0	(1,077)
Prepaid expenses and deposits	30,152	0	(50,475)
Deferred financing costs	7,654	51,105	612
Accounts payable and accrued liabilities	469,812	(204,637)	4,051,288
Research agreement obligations	61,684	65,103	539,567
NET CASH USED IN OPERATING ACTIVITIES	(823,707)	(735,118)	(15,678,137)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of shares, net	455,000	84,750	10,760,575
Convertible notes, net	0	724,535	1,521,906
Proceeds from promissory notes	52,942	0	52,942
Proceeds from loans payable	18,000	0	443,000
Notes and loans payable	0	0	919,845
Advances from (to) related parties	59,544	(83,200)	1,647,135
Stock subscriptions	0	0	140,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	585,486	726,085	15,485,403
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment	0	0	(218,626)
Cash acquired on reverse acquisition	0	0	423,373
NET CASH PROVIDED BY INVESTING ACTIVITIES	0	0	204,747
INCREASE (DECREASE) IN CASH	(238,221)	(9,033)	12,013
CASH, BEGINNING OF PERIOD	250,234	23,516	0
CASH, END OF PERIOD	$ 12,013	$ 14,483	$ 12,013

XML

CONVERTIBLE NOTES PAYABLE

6 Months Ended

Jun. 30, 2012

Notes Payable Disclosure [Abstract]

Notes Payable Disclosure [Text Block]

Note 5:     CONVERTIBLE NOTES PAYABLE

The following is a summary of debt instrument transactions that are relevant to the current period:

	Face Value		Principal Repayment		Unamortized Note Discount		Balance at June 30, 2012
February 2011 Secured Convertible Notes
Senior Secured Notes, due February 24, 2014	$	1,184,694	$	-	$	266,374	$	918,320
April 2011 Secured Convertible Notes
Senior Secured Notes, due April 4, 2014		215,000		-		60,435		154,565
June 2011 Secured Convertible Note
Senior Secured Notes, due June 6, 2014		30,000		-		5,347		24,653
Total	$	1,429,694	$	-	$	332,156	$	1,097,538

February 2011 Secured Convertible Notes

On February 24, 2011, the Company entered into a securities purchase agreement with accredited investors to place Senior Secured Convertible Notes (the “February 2011 Notes”) with a maturity date of three years after the issuance thereof in the aggregate principal amount of $1,184,694. Consideration under the notes consisted of $944,694 in cash proceeds, including accrued interest, and $240,000 was subscribed for by two of the holders of outstanding and demandable 2010 secured convertible notes (the “2010 Notes”). The holders of the 2010 Notes returned their Series A, Series B and Series C warrants to the Company for cancellation. In connection with the issuance of the February 2011 Notes, the Company entered into a 2011 Security Agreement with the note holders securing the February 2011 Notes with all of the Company’s assets. One year after the issuance of the February 2011 Notes, the note holders have the option to convert a portion or all of the outstanding balance of the February 2011 Notes including any accrued interest into shares of the Company’s common stock at a conversion rate of $0.15 per share.

The February 2011 Notes bear interest at the rate of 10% per annum except in case of default, in which case they bear interest at the rate of 20% per annum. The interest is due on the February 2011 Notes at the end of each three month period, starting three months from their issuance. One year after the issuance of the February 2011 Notes, the Company may elect to prepay a portion of the principal. If the Company makes such an election, the holders may elect to receive such prepayment in cash or in shares of the Company’s common stock, at a conversion rate of $0.15 per share, or in a combination thereof.

The Company paid a finders’ fee of $41,500. The finder’s fee was accounted for as deferred financing costs, and is being amortized over the term of the notes. At June 30, 2012, $21,982 of the $24,637 in deferred financing costs relates to the February 2011 Notes which remains unamortized, and is presented in long-term assets on the Company’s Balance Sheet.

In connection with the issuance of the February 2011 Notes, the Company issued 2,369,388 warrants, exercisable into common stock at $0.25 with five year terms. The Company may force the exercise of the warrants at any time that the average volume weighted average price of the Company’s common stock over the prior ten trading days is greater than $0.50, the average daily dollar volume of the Company’s common stock sold over those ten trading days is greater than $25,000 and there is an effective registration statement covering the resale of the shares underlying the warrants.

After reviewing the Fundamental Transaction clause contained in the warrants, the Company revised its interim accounting for the 2011 Notes. The Company has allocated the net proceeds to the warrants based on the calculated fair value at the date of issuance. The fair value of the warrants was recorded at $483,355 and recognized as derivative liabilities and the debt was recorded at $701,339. The fair value of the warrants was calculated using the Binomial option pricing model under the following assumptions: estimated life of five years, risk free rate of 2.06%, dividend yield of 0% and volatility of 199%. The debt discount is being accreted over the three year term of the February 2011 Notes using the effective interest rate method.

For the six months ended June 30, 2012, accretion of the debt discount of $80,265 was recorded for the February 2011 Notes.

April 2011 Secured Convertible Notes

On April 4, 2011, the Company entered into a securities purchase agreement with accredited investors to place Senior Secured Convertible Notes (the “April 2011 Notes”) with a maturity date of three years after the issuance thereof in the aggregate principal amount of $215,000. Consideration under the notes consisted of $190,000 in cash proceeds, and $25,000 was subscribed for by a holder of 2010 Notes in exchange for the extinguishment of the Series A, Series B and Series C warrants related to the 2010 Notes. In connection with the issuance of the April 2011 Notes, the Company entered into a 2011 Security Agreement with the note holders securing the April 2011 Notes with a secondary security interest in all of the Company’s assets. One year after the issuance of the April 2011 Notes, the note holders have the option to convert a portion or all of the outstanding balance of the April 2011 Notes including any accrued interest into shares of the Company’s common stock at a conversion rate of $0.15 per share.

The April 2011 Notes bear interest at the rate of 10% per annum except in case of default, in which case they bear interest at the rate of 20% per annum. The interest is due on the April 2011 Notes at the end of each three month period, starting three months from their issuance. One year after the issuance of the April 2011 Notes, the Company may elect to prepay a portion of the principal. If the Company makes such an election, the holders may elect to receive such prepayment in cash or in shares of the Company’s common stock, at a conversion rate of $0.15 per share, or in a combination thereof.

The Company paid a finders’ fee of $4,550. The finder’s fee was accounted for as deferred financing costs, and is being amortized over the term of the notes. At June 30, 2012, $2,655 of the $24,637 in deferred financing costs relates to the April 2011 Notes which remains unamortized, and is presented in long-term assets on the Company’s Balance Sheet.

In connection with the issuance of the April 2011 Notes, the Company issued 430,000 warrants, exercisable into common stock at $0.25 with 2 year terms. The Company may force the exercise of the warrants at any time that the average volume weighted average price of the Company’s common stock over the prior ten trading days is greater than $0.50, the average daily dollar volume of the Company’s common stock sold over those ten trading days is greater than $25,000 and there is an effective registration statement covering the resale of the shares underlying the warrants.

The Company has allocated the net proceeds to the warrants based on the calculated fair value. The fair value of the warrants was recorded at $130,720 and recognized as derivative liabilities and the debt was recorded at $84,280. The fair value of the warrants was calculated using the Binomial option pricing model under the following assumptions: estimated life of two years, risk free rate of 0.77%, dividend yield of 0% and volatility of 199%. The debt discount is being accreted over the three year term of the April 2011 Notes using the effective interest rate method.

For the six months ended June 30, 2012, accretion of the debt discount of $17,105 was recorded for the April 2011 Notes.

June 2011 Secured Convertible Note

On June 6, 2011, the Company entered into a securities purchase agreement with accredited investors to place Senior Secured Convertible Note (the “June 2011 Note”) with a maturity date of three years after the issuance thereof in the aggregate principal amount of $30,000. In connection with the issuance of the June 2011 Note, the Company entered into a 2011 Security Agreement with the note holder securing the June 2011 Note with a secondary security interest in all of the Company’s assets. One year after the issuance of the June 2011 Note, the note holder has the option to convert a portion or all of the outstanding balance of the June 2011 Note including any accrued interest into shares of the Company’s common stock at a conversion rate of $0.15 per share.

The June 2011 Note bears interest at the rate of 10% per annum except in case of default, in which case it bears interest at the rate of 20% per annum. The interest is due on the June 2011 Note at the end of each three month period, starting three months from its issuance. One year after the issuance of the June 2011 Note, the Company may elect to prepay a portion of the principal. If the Company makes such an election, the holders may elect to receive such prepayment in cash or in shares of the Company’s common stock, at a conversion rate of $0.15 per share, or in a combination thereof.

In connection with the issuance of the June 2011 Note, the Company issued 60,000 warrants, exercisable into common stock at $0.25 with two year terms. The Company may force the exercise of the warrants at any time that the average volume weighted average price of the Company’s common stock over the prior ten trading days is greater than $0.50, the average daily dollar volume of the Company’s common stock sold over those ten trading days is greater than $25,000 and there is an effective registration statement covering the resale of the shares underlying the warrants.

The Company has allocated the net proceeds to the warrants based on the calculated fair value. The fair value of the warrants was recorded at $8,280 and recognized as derivative liabilities and the debt was recorded at $21,720. The fair value of the warrants was calculated using the Binomial option pricing model under the following assumptions: estimated life of two years, risk free rate of 0.43%, dividend yield of 0% and volatility of 199%. The debt discount is being accreted over the three year term of the June 2011 Note using the effective interest rate method.

For the six months ended June 30, 2012, accretion of the debt discount of $1,378 was recorded for the June 2011 Note.

XML

DERIVATIVE WARRANT LIABILITY AND FAIR VALUE (Details 2) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Balance, December 31, 2010	$ 1,317,834	$ 1,994,901
Additions during the year	0	1,587,275
Total unrealized (gains) or losses included in net loss	(423,191)	(668,710)
Debt settlement	0	(1,595,632)
Transfers in and/or out of Level 3	0	0
Balance, June 30, 2012	894,643	1,317,834
Derivative liability - conversion option [Member]
Balance, December 31, 2010	0	175,389
Additions during the year	0	0
Total unrealized (gains) or losses included in net loss	0	(37,079)
Debt settlement	0	(138,310)
Transfers in and/or out of Level 3	0	0
Balance, June 30, 2012	0	0
Derivative liability - warrants [Member]
Balance, December 31, 2010	1,317,834	1,819,512
Additions during the year	0	1,587,275
Total unrealized (gains) or losses included in net loss	(423,191)	(631,631)
Debt settlement	0	(1,457,322)
Transfers in and/or out of Level 3	0	0
Balance, June 30, 2012	$ 894,643	$ 1,317,834

XML

SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES (Detail 1) (USD $)	1 Months Ended	3 Months Ended	6 Months Ended
	Apr. 30, 2012	Jun. 30, 2012	Jun. 30, 2012	Jun. 30, 2011
Shares issued pursuant to debt settlement agreements, Shares/warrants			1,626,447	4,214,766
Shares issued pursuant to debt settlement agreements, Amount			$ 254,187	$ 815,527
Common shares issued pursuant to consulting service arrangements, Shares/warrants	1,000,000	620,690	14,035,179	2,327,059
Common shares issued pursuant to consulting service arrangements, Amount			$ 1,924,000	$ 500,527

XML

CAPITAL STOCK (Tables)

6 Months Ended

Jun. 30, 2012

Stockholders' Equity Note [Abstract]

Schedule of Share-based Compensation, Activity [Table Text Block]

A summary of the Company’s stock options as of June30,2012and changes during the period is presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Life
Balance, December 31, 2011		6,278,000	$	0.18		6.85
Issued		500,000		0.18		-
Cancelled		-		-		-
Balance, June 30, 2012		6,778,000	$	0.18		6.61

Schedule of Unvested Restricted Stock Units Roll Forward [Table Text Block]

A summary of the status of the Company’s unvested options as of June30,2012is presented below:

	Number of Shares			Weighted Average Grant-Date Fair Value
Unvested, December 31, 2011		1,037,709		$	0.18
Granted		500,000			0.17
Vested		(532,137	)		0.18
Cancelled		-			-
Unvested, June 30, 2012		1,005,572		$	0.18

Schedule of Other Share-based Compensation, Activity [Table Text Block]

A summary of the Company’s share purchase warrants as of June30,2012and changes during the period is presented below:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Life
Balance, December 31, 2011		12,106,355		$	0.56		2.81
Issued		1,516,668			0.40		1.80
Extinguished or expired		(714,400	)		2.50		-
Balance, June 30, 2012		12,908,623		$	0.45		2.11