10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

S           Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2014

£           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 7278
(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  S   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  S   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                                                             S  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  S

As of May 1, 2014, the Company had 16,132,258 shares of common stock issued and outstanding.

Explanatory Note

We are filing this Amendment No. 1 (the “Amendment”) on Form 10-Q/A to amend our Quarterly Report on Form 10-Q for the three months ended March 31, 2014 (the “Original Filing”) that was filed with the Securities and Exchange Commission on May 20, 2014, solely for the purpose of furnishing Exhibit 101 – Interactive Data File (XBRL Exhibit) required by Rule 405 of Regulation S-T, which was not included with the Original Filing.

The Company is filing Exhibit 101 in accordance with the temporary hardship exemption provided by Rule 201 of Regulation S-T, which extended the date by which the interactive data file is required to be submitted by six business days.

Except as described above, this Amendment No. 1 does not amend any other information set forth in the Original Filing, and the Company has not updated disclosures included therein to reflect any events that occurred subsequent to May 20, 2014.

ITEM 15.EXHIBITS

The following exhibits are filed as part of this registration statement. Exhibit numbers correspond to the exhibit requirements of Regulation S-K.

Exhibit No. Description

31.1 Certification of Principal Executive Officer and Acting Principal Accounting Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).*

32.1 Certification of Principal Executive Officer and Acting Principal Accounting Officer pursuant to 18 U.S.C. Section 1350.*

101.INS XBRL Instance Document**

101.SCH XBRL Taxonomy Extension Schema Document**

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB XBRL Taxonomy Extension Label Linkbase Document**

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document**

* Filed with our Form 10-Q on May 20, 2014

** Filed herewith

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TAPIMMUNE INC.

/s/ Glynn Wilson

Glynn Wilson

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

Date:  May 21, 2014

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CONVERTIBLE NOTES PAYABLE (Details Narrative) (USD $)	Dec. 31, 2013	Nov. 30, 2013	Oct. 30, 2013	Jul. 12, 2013	Jun. 27, 2013	Jun. 19, 2013	May 14, 2013	May 02, 2013	Apr. 30, 2013	Apr. 18, 2013	Feb. 27, 2013	Jan. 31, 2013	Jan. 05, 2013	Dec. 18, 2012	Dec. 14, 2012	Nov. 20, 2012	Oct. 30, 2012	Oct. 09, 2012	Sep. 18, 2012	Aug. 20, 2012	Aug. 12, 2012	Aug. 08, 2012	Jun. 30, 2011	Apr. 30, 2011	Feb. 28, 2011
Notes to Financial Statements
Principal amount	$ 250,000	$ 80,000	$ 55,000	$ 125,000	$ 37,620	$ 115,000	$ 126,000	$ 50,000	$ 150.101	$ 60,000	$ 58,500		$ 567,729				$ 340,000		$ 81,360	$ 20,000	$ 27,500	$ 111,430	$ 30,000	$ 215,000	$ 980,858
Common shares	1,750,000	560,000	385,000	156,250		40,000	157,500	350,000	210,233	46,443		40,551	543,636	68,750	31,763	7,000		53,690	29,444	30,000	37,500	20,500	48,750	349,375	1,593,850
Interest rate	0.10%	20%	0.10%	18%		10%	8%		8%	18%							18%	20%
accounts payable												24,134						100,000
Investor converted																30,212
Accrued interest															189,210
Due to related parties													330,000
Consultant assigned													115,000
Notes consisted				110,000	30,000		110,000			50,000	46,000
Cash proceeds		77,000		15,000	3,000		5,000			5,000	4,000
Original issue discount		$ 3,000		$ 11,000	$ 4,620		$ 11,000			$ 5,000	$ 8,500
Common stock at a conversion rate				$ 3.00					$ 7.00

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DERIVATIVE WARRANT LIABILITY AND FAIR VALUE

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

DERIVATIVE WARRANT LIABILITY AND FAIR VALUE

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 2012. 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 or a conversion option feature with conversion into variable number of shares. Under ASC 815-40-25, the Company records the fair value of these warrants and conversion options (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 liability – warrants’ and the fair value of the conversion options are recorded on the balance sheet under ‘Derivative liability – conversion option’.

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 and conversion options issued with the convertible notes during the year ended December 31, 2013. At March 31, 2014, 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:

	March 31, 2013				March 31, 2014
	Expected Life (Years)	Risk free Rate	Dividend yield	Volatility	Expected Life (Years)	Risk free Rate	Dividend yield	Volatility
Share purchase warrants	0.01 to 3.53	0.04% to 0.36%	0.00%	199%	0.60 to 4.00	0.07% to 1.40%	0.00%	156.6%

	March 31, 2013				March 31, 2014
	Expected Life (Years)	Risk free Rate	Dividend yield	Volatility	Expected Life (Years)	Risk free Rate	Dividend yield	Volatility
Conversion option	0.049 to 0.64	0.04% to 0.17%	0.00%	108.00% to 123.76%	0.05 to 0.24	0.03% to 0.05%	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 and Derivative liability – conversion option:

	As of March 31, 2014
		Fair Value Measurements Using
	Carrying Value	Level 1	Level 2	Level 3	Total
Derivative liability - warrants	$  603,893	-	-	$  603,893	$  603,893
Derivative liability – conversion option	51,800	-	-	51,800	51,800
Total	$  655,693	-	-	$  655,693	$  655,693

	As of December 31, 2013
		Fair Value Measurements
	Carrying Value	Level 1	Level 2	Level 3	Total
Derivative liability - warrants	$  140,504	-	-	$  140,504	$  140,504
Derivative liability – conversion option	582,300	-	-	582,300	582,300
Total	$  722,804	-	-	$  722,804	$  722,804

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 three months ended March 31, 2014 and the year ended December 31, 2013:

	Fair Value Measurements Using Level 3 Inputs
	Derivative liability - warrants	Derivative liability – conversion option	Total
Balance,  December 31, 2012	977,086	867,575	1,844,661
Additions during the year	206,000	810,500	1,016,500
Total unrealized (gains) or losses included in net loss	(1,042,582)	(1,095,775)	(2,138,357)
Transfers in and/or out of Level 3	-	-	-
Balance,  December 31, 2013	140,504	582,300	722,804
Additions during the year	303,000	-	303,000
Total unrealized (gains) or losses included in net loss	160,389	(530,500)	(370,111)
Transfers in and/or out of Level 3	-	-	-
Balance, March 31, 2014	$       603,893	$     51,800	$    655,693

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. The Company could ultimately incur amounts to settle the warrant at a cash settlement value that is significantly different than the carrying value of the liability on 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. The fair value of the warrants is determined using the American Binomial Option Pricing Model.

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CONTINGENCIES AND COMMITMENTS (Details Narrative) (USD $)	May 31, 2012	Feb. 28, 2011
Commitments and Contingencies Disclosure [Abstract]
Company issued	$ 112,000
Damages of approximately	362,000
Bond payment of approximately	100,000
Exceed a total	841,000
Paid by a third party	510,000
Sponsored Research Agreement	330,000
Annual compensation		180,000
Acquire shares		20,000
Consulting fee		$ 12,000

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CAPITAL STOCK (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2014	Feb. 18, 2014	Jan. 10, 2014	Jan. 06, 2014	Jan. 31, 2013	Mar. 27, 2007
Notes to Financial Statements
Common shares						$ 50,000,000
Par value						$ 0.001
Non-voting preferred shares						5,000,000
Preferred par value						$ 0.001
Series A preferred shares				1,200,000
Increase authorized common stock shares			150,000,000
Common stock shares			500,000,000
Preferred stock shares		1,500,000
Preferred stock, par value		$ 0.001
Received subscription proceeds	418,000
Shares of Series B Convertible Preferred Stock	418,000
Issued shares of its common stock	14,013,241
Fair value	31,527,819
Accrued interest in the amount	5,378,982
Related parties converted	721,045
Accounts payable and loan	766,444
Issued shares					$ 2,313
Per share					$ 6.62

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SUBSEQUENT EVENTS (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2014	May 31, 2014	Apr. 30, 2014
Subsequent Events [Abstract]
Certain debt holders converted	$ 328,419
Shares of common stock	308,236
Shares of common stock in exchange for investor relation services			15,000
Shares of common stock in exchange for legal services		$ 25,000

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RESEARCH AGREEMENTS

3 Months Ended

Mar. 31, 2014

Research and Development [Abstract]

RESEARCH AGREEMENTS

Note 3: Research Agreements

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

Effective August 7, 2003, Crucell and the Company’s subsidiary GPI entered into a five-year research license and option agreement. In addition, retroactively effective August 7, 2008, the Company negotiated an amended license agreement for the use of Crucell’s adenovirus technology. The Company was required to make annual license payments on the anniversary of the effective date for the three year term equal to €75,000 per annum for three years through December 2011. As at March 31, 2014, the Company accrued $492,365 (€378,384) under the amended agreement, inclusive of interest on outstanding amounts.

The Company has not made use of the Crucell technology in its current work and has not asked for nor received any work product. Management intends to settle the outstanding amounts with Crucell in 2014 and formally terminate the research license.

Mayo Clinic –License Option Agreement

For details regarding the license option agreement with Mayo Clinic, please refer to Note 11.

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Balance Sheets (USD $)	Mar. 31, 2014	Dec. 31, 2013
Current Assets
Cash	$ 93,635	$ 48,589
Prepaid expenses and deposits	15,004	15,004
Deferred financing costs (Note 5)	747	13,439
Total Assets	109,386	77,032
Current Liabilities
Accounts payable and accrued liabilities (Note 12)	3,865,447	3,778,401
Research agreement obligations (Note 3)	492,365	492,365
Derivative liability – conversion option (Note 4)	51,800	582,300
Derivative liability – warrants (Note 4)	603,893	140,504
Convertible notes payable (Note 5)	434,533	3,161,977
Loans payable (Note 6)	18,000	42,200
Promissory notes (Note 7)	67,942	277,942
Due to related parties (Note 8)	81,000	369,346
Total Current Liabilities	5,614,980	8,845,035
Stockholders’ Deficit
Common stock, $0.001 par value, 500,000,000 shares authorized 15,846,182 shares issued and outstanding (2013 – 1,465,711)	159,052	144,672
Additional paid-in capital	78,895,302	46,287,544
Shares to be issued	633,500	284,750
Deficit accumulated during the development stage	(85,133,865)	(55,426,635)
Accumulated other comprehensive loss	(59,583)	(58,334)
Total Stockholders’ Deficit	(5,505,594)	(8,768,003)
Total LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 109,386	$ 77,032

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NATURE OF OPERATIONS

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS

Note 1: Nature of Operations

TapImmune Inc. (the “Company”), a Nevada corporation incorporated in 1992, is a clinical-stage immunotherapy specializing in the development of innovative peptide and gene-based immunotherapeutics and vaccines for the treatment of oncology and infectious disease. Unlike other vaccine technologies that narrowly address the initiation of an immune response, TapImmune's ("Prime" and "Boost") approach broadly stimulates the cellular immune system by enhancing the function of killer T-cells and T-helper cells and by restoring antigen presentation in tumor cells allowing their recognition and killing by the immune system.

A Phase I study at the Mayo Clinic is currently evaluating the safety and immune responses of a set of proprietary HER2/neu antigens that will be part of the "Prime" for a HER2/neu breast cancer vaccine.

A second Phase 1 trial is underway at the Mayo in Ovarian and breast cancer (Folate Alpha). Folate receptor alpha is expressed in nearly 50% of breast cancers and in addition, over 95% of ovarian cancers, for which the only treatment options are surgery and chemotherapy, leaving a very important and urgent clinical need for a new therapeutic. Time to recurrence is relatively short for this type of cancer and survival prognosis is extremely poor after recurrence. In the USA alone, there are approximately 30,000 ovarian cancer patients newly diagnosed every year. These Folate Receptor Antigens are applicable to Ovarian and Triple Negative Breast Cancer. Both of these diseases have few treatment options if any beyond surgery and chemotherapy and therefore the Company is hopeful that it might be an ideal candidate for orphan drug status in these indications.

Phase 2 advancement will be assessed in late 2014. TapImmune has a exclusive option to license this set of peptides after successful phase 1 trials.

In addition, enhancing the visibility of cancer or infected cells to a patient’s immune system is a critical aspect of an effective vaccine. In this regard, TapImmune’s PolyStart nucleic acid-based technology provides a four-fold increase in target cell specific naturally processed antigenic epitopes on a cells surface. This increased cell surface presentation corresponding increases activated Helper and/or long-lived Killer T-cell populations that then effectively seek out and work to destroy a patient’s cancer cells.

The Company is also exploiting the emerging field of vaccinomics for the development of vaccines applicable to a broad patient population. TapImmune's immunotherapy technologies are also aimed at the prevention of emerging viral pathogens for pandemics and biodefense.

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 March 31, 2014, the Company had a working capital deficiency of $5,505,594 and has incurred significant losses since inception in the development of its business. 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 clinical trials, ongoing research and development, maintenance and protection of patents, and ultimately on generating future profitable operations. Planned expenditures relating to current and 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 2013 and 2014, and in early 2014 the Company has completed significant restructuring of outstanding debt and equity instruments into equity. Additional capital is required to expand programs including pre-clinical work and to progress clinical trials for the lead vaccine candidates. 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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SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES (Tables)

3 Months Ended

Mar. 31, 2014

Supplemental Cash Flow Elements [Abstract]

Shares issued for services

	Three Months Ended March 31, 2014
		Shares/warrants	Amount
			$
Shares issued for services		18,787	42,271
Shares issued pursuant to an advisory agreement		150,000	337,500
Shares issued pursuant to debt conversion		14,211,684	32,528,757
		Three Months Ended March 31, 2013
		Shares/warrants	Amount
			$
Shares issued pursuant to consulting arrangements		350,000	38,935
Shares issued pursuant to notes conversion		5,476,848	348,845
All the above share transactions have been retroactively restated for the reverse stock split described in Note 9.

Additional disclosure on non-cash transactions

	Period Ended March 31,
	2014	2013
Interest paid in cash	$  -	$  -
Income taxes paid	$  -	$  -

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RESEARCH AGREEMENTS (Details Narrative) (USD $)	36 Months Ended
	Mar. 31, 2014
Research and Development [Abstract]
Annual license payments	$ 75,000
Interest on outstanding amounts	$ 492,365

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

In the opinion of management, the accompanying balance sheets and related interim 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. Significant areas requiring management’s estimates and assumptions include deferred taxes and related tax balances and disclosures, determining the fair value of stock-based compensation and stock based transactions, the fair value of the components of the convertible notes payable, foreign exchange gains and losses, allocation of costs to research and development and accrued liabilities. Matters impacting the company’s ability to continue as a going concern and contingencies also involve the use of 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/A filed on April 17, 2014, with the U.S. Securities and Exchange Commission.

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Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	500,000,000	500,000,000
Common stock shares issued	15,846,182	1,465,711
Common stock shares outstanding	15,846,182	1,465,711

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2014

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

Note 13: SUBSEQUENT EVENTS

Subsequent to the period ended March 31, 2014, certain debt holders converted $968,688 of debt into 283,236 shares of common stock of the Company.

In April, 2014, the Company issued 15,000 shares of common stock in exchange for investor relation services.

In May, 2014, the Company issued 25,000 shares of common stock in exchange for legal services.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 01, 2014
Document And Entity Information
Entity Registrant Name	TAPIMMUNE INC
Entity Central Index Key	0001094038
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		16,132,258
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2014

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

In the opinion of management, the accompanying balance sheets and related interim 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. Significant areas requiring management’s estimates and assumptions include deferred taxes and related tax balances and disclosures, determining the fair value of stock-based compensation and stock based transactions, the fair value of the components of the convertible notes payable, foreign exchange gains and losses, allocation of costs to research and development and accrued liabilities. Matters impacting the company’s ability to continue as a going concern and contingencies also involve the use of 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/A filed on April 17, 2014, with the U.S. Securities and Exchange Commission.

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Statements of Operations (Unaudited) (USD $)	3 Months Ended		173 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
EXPENSES
Consulting	$ 35,020	$ 30,000	$ 2,441,587
Consulting - stock-based (Note 9)	686,250	67,812	8,809,726
Depreciation			213,227
General and administrative	194,338	207,318	4,699,885
Interest and financing charges	35,269	334,888	7,256,918
Management fees (Note 8)	58,500	58,500	3,396,803
Management fees - stock-based (Note 8)	3,750	15,563	4,499,737
Professional fees	186,240	266,630	6,447,677
Research and development (Note 8)	22,500	134,380	7,652,729
Research and development - stock-based			612,000
LOSS BEFORE OTHER ITEMS	(1,221,867)	(1,115,091)	(46,030,289)
OTHER ITEMS
Foreign exchange (loss) gain		12,533	51,583
Changes in fair value of derivative liabilities (Note 4)	(338,297)	1,097,168	5,512,352
Accretion of discount on convertible notes (Note 5)	(483,636)		(1,594,467)
Loss on debt financing (Note 5)			(1,373,263)
Loss on settlement of debt (Notes 5 and 9)	(27,663,430)	(436,042)	(41,914,276)
Loss on lawsuit			(103,950)
Gain on extinguishment of derivative liabilities - warrants			290,500
Interest income			33,344
Loss on disposal of assets			(5,399)
NET LOSS	(29,707,230)	(441,432)	(85,133,865)
Other comprehensive income (loss)
Foreign exchange translation adjustment	(1,249)	(1,442)	(56,136)
TOTAl COMPREHENSIVE LOSS	$ (29,708,479)	$ (442,874)	$ (85,190,001)
BASIC AND DILUTED NET LOSS PER SHARE	$ (4.29)	$ (0.55)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED	6,929,988	806,947

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2014

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

Note 8: Related Party Transactions

During the three months ended March 31, 2014, the Company entered into transactions with certain officers and directors of the Company as follows:

(a)incurred $58,500 (March 31, 2013 - $88,500) in management fees and $22,500 (March 31, 2013 - $33,000) in research and development services paid or accrued to officers and directors during the period;

(b)recorded $3,750 (March 31, 2013 - $25,643) in stock based compensation for the fair value of options granted to management and consultants that were granted and or vested during the period;

(c)converted $721,045 (March 31, 2013 - $nil) of debt due to related parties during the period, which were settled with shares (Note 9).

(d)converted $nil (March 31, 2013 - $567,729) of payable into convertible notes to officers, consultant and a director of the Company (Note 5).

All related party transactions (other than stock based compensation) 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 March 31, 2014, the Company had amounts owing to directors and officers of $81,000 (December 31, 2013 - $369,345) in fees and $nil (December 31, 2013 - $370,200) in loans and other advances. All amounts due to related parties are unsecured, non-interest bearing and have no specific terms of repayment.

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LOANS PAYABLE

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

LOANS PAYABLE

Note 6: Loans payable

As at March 31, 2014, there were unsecured loan advances in the amount of $18,000 (December 31, 2013 - $42,200) which are due on demand. Certain of the loans bears interest of 10% per annum. During the period ended March 31, 2014, an investor converted $7,000 of the loan into 11,375 common shares of the Company and a related party converted $2,700 of the loan into common shares of the Company as part of his total debt settlement.

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2014

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities

	March 31, 2014	March 31, 2013
	$	$
Trade accounts payable	893,658	1,459,469
Accrued liabilities	2,853,258	183,245
Employee payroll and severance	41,791	132,916
Accrued interest	76,741	122,833
	3,865,448	1,898,463

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DERIVATIVE WARRANT LIABILITY AND FAIR VALUE (Tables)

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

Table of Binomial model

	March 31, 2013				March 31, 2014
	Expected Life (Years)	Risk free Rate	Dividend yield	Volatility	Expected Life (Years)	Risk free Rate	Dividend yield	Volatility
Share purchase warrants	0.01 to 3.53	0.04% to 0.36%	0.00%	199%	0.60 to 4.00	0.07% to 1.40%	0.00%	156.6%

Conversion option

	March 31, 2013				March 31, 2014
	Expected Life (Years)	Risk free Rate	Dividend yield	Volatility	Expected Life (Years)	Risk free Rate	Dividend yield	Volatility
Conversion option	0.049 to 0.64	0.04% to 0.17%	0.00%	108.00% to 123.76%	0.05 to 0.24	0.03% to 0.05%	0.00%	199%

Financial assets and liabilities

	As of March 31, 2014
		Fair Value Measurements Using
	Carrying Value	Level 1	Level 2	Level 3	Total
Derivative liability - warrants	$  603,893	-	-	$  603,893	$  603,893
Derivative liability – conversion option	51,800	-	-	51,800	51,800
Total	$  655,693	-	-	$  655,693	$  655,693

Fair Value Measurements

	As of December 31, 2013
		Fair Value Measurements
	Carrying Value	Level 1	Level 2	Level 3	Total
Derivative liability - warrants	$  140,504	-	-	$  140,504	$  140,504
Derivative liability – conversion option	582,300	-	-	582,300	582,300
Total	$  722,804	-	-	$  722,804	$  722,804

Table below provides a summary of the changes in fair value

	Fair Value Measurements Using Level 3 Inputs
	Derivative liability - warrants	Derivative liability – conversion option	Total
Balance,  December 31, 2012	977,086	867,575	1,844,661
Additions during the year	206,000	810,500	1,016,500
Total unrealized (gains) or losses included in net loss	(1,042,582)	(1,095,775)	(2,138,357)
Transfers in and/or out of Level 3	-	-	-
Balance,  December 31, 2013	140,504	582,300	722,804
Additions during the year	303,000	-	303,000
Total unrealized (gains) or losses included in net loss	160,389	(530,500)	(370,111)
Transfers in and/or out of Level 3	-	-	-
Balance, March 31, 2014	$       603,893	$     51,800	$    655,693

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CONTINGENCIES AND COMMITMENTS

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

CONTINGENCIES AND COMMITMENTS

Note 11: ContingencIES AND COMMITMENTs

Contingencies:

Consultant Litigation

In May 2012, the Company issued 112,000 post-reverse split shares of common stock to two consultants. The Company contested the validity of the services provided and initially was able to delay the sale of the contested shares. The Company was not successful in recovering the contested shares. A claim for alleged damages of approximately $362,000 plus costs by one of the consultants as a result of the contesting of the issuance of the shares has been filed in the Supreme Court of New York. The claim is for damages on the difference between market price at the time the Company was able to delay the sale of his shares and the market price at the time of the sale of all of his shares. As the result of a judicial decision in New York the consultant received a bond payment of approximately $100,000 that the Company had used to secure a temporary restraining order against the issuance of stock to him. The Company is pursuing this litigation through the American Arbitration Association and the potential loss from this litigation, if any, is presently not yet determinable.

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 agreed that, during the period of the option and upon approval of FDA to conduct Phase I Trials, it will pay all the costs incurred by the Mayo Clinic, not to exceed a total of $841,000, of which $510,000 has been paid by a third party under the subsequent Sponsored Research Agreement and $330,000 has been accrued in prior years. Management anticipates that Phase 1 Trials will complete by the end of 2014.

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 20,000 shares of the Company’s common stock at $19.00 per share, 50% of which vested on March 16, 2011, while the remainder will vest monthly over a period of two years (417 per month). The options shall be exercisable for at least five years.

Consultant Agreements

In May 2012, the Company entered into a one year consulting services agreement superseding the previous management consulting agreement with a consultant (“Consultant A”) to provide expertise in the areas of finance and corporate development to the Management and Board of TapImmune. The consulting services agreement provides for a consulting fee of $12,000 per month from May 2012 to December 2012 and $10,000 for the following four months. The Company also granted 2,500 options to the consultant, vesting equally over twelve months at an exercise price of $17.00 with a ten year term.

In November 2013, the Company entered into an advisory agreement with Consultant A to provide expertise in the areas of finance, corporate restructuring and corporate development to the Management and Board of TapImmune for a one year term. The advisory agreement provides for an advisory fee of $10,000 per month from November 2013 to May 2014 for six months, extendable for additional six months subject to mutual agreement. The Company will also grant 250,000 shares to the consultant post restructuring of the Company’s debt, of which the Company issued 150,000 common shares during the period ended March 31, 2014 (Note 9).

In February, 2014, the Company entered into a one year media and investor relations service contract with a consultant. The contract provides for the Company to make a $100,000 payment on signing of the contract (paid) and 200,000 shares of restricted common stock, of which 100,000 are to be issued immediately and an additional 100,000 restricted common stock within 10 business days upon the Company’s successful listing on NASDAQ or NYSE MKT exchange.

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CAPITAL STOCK

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

CAPITAL STOCK

Note 9: Capital Stock

Share Capital

Prior to March 27, 2007, the authorized capital of the Company consisted of 50,000,000 common shares with $0.001 par value and 5,000,000 non-voting preferred shares with $0.001 par value. On March 27, 2007, the Company’s Articles of Incorporation were amended to increase the authorized shares of common stock from 50,000,000 shares of common stock to 200,000,000 shares. On June 28, 2007, the Company completed a reverse stock split thereby issuing 1 new share for each 2.5 outstanding shares of the Company’s common stock. Accordingly, the Company’s authorized share capital was decreased from 200,000,000 common shares to 80,000,000 common shares. On January 22, 2009 the authorized shares of common stock increased from 80,000,000 shares to 500,000,000 shares. Effective July 10, 2009, the Company executed a further 1 for 10 reverse stock split while simultaneously reducing the authorized shares of common stock to 50,000,000 common shares with a $0.001 par value. Effective February 21, 2010, the Company increased its authorized shares of common stock from 50,000,000 shares to 150,000,000 common shares. The Company maintained its authorized shares of preferred stock at 5,000,000.

On January 6, 2014, the Company designated 1,200,000 series A preferred shares (“Series A Convertible Preferred Stock”). Each share of Series A Convertible Preferred Stock that is outstanding at the time that the Company enacts a 100 to 1 reverse stock split, the Series A Convertible Preferred Stock shall automatically convert into five (5) shares of the Company’s common stock on a post-split basis.

On January 10, 2014, the Company completed a reverse stock split thereby issuing 1 new share for each 100 outstanding shares of the Company’s common stock and amending the Company’s Articles of Incorporation to increase the authorized shares of common stock from 150,000,000 shares of common stock to 500,000,000 shares (Note 15).

On February 18, 2014, the Company’s board of directors approved the creation of a class of up to 1,500,000 preferred stock, par value $0.001, called series B convertible preferred stock (“Series B Convertible Preferred Stock”). The terms of the Series B Convertible Preferred Stock are:

·rank pari passu to the common stock with respect to rights on liquidation, winding up and dissolution;

·have no dividend rights except as may be declared by the Board in its sole and absolute discretion;

·shall have the right to cast one thousand (1,000) votes for each share held of record on all matters submitted to a vote of holders of the Corporation’s common stock; and

·shall automatically convert into shares of common stock upon the occurrence of a reverse stock split of the Corporation’s common stock in which every 100 shares of the Corporation’s common stock outstanding at the time that this certificate of designation was filed with the Secretary of State of Nevada is exchanged for one share of the Corporation’s common stock, with each share of Series B Convertible Preferred Stock converting into seven (7) shares of the Corporation’s common stock (such number to be after the 100:1 reverse stock split).

All prior period share transactions included in the Company’s stock transactions and balances have been retroactively restated for the reverse stock split described above.

2014 Share Transactions

During the period ended March 31, 2014, the Company received subscription proceeds of $418,000 for 418,000 shares of Series B Convertible Preferred Stock. In February 2014, the 418,000 shares of Series B Convertible Preferred Stock were converted into 2,926,000 shares of common stock as per the terms described above.

During the period ended March 31, 2014, the Company issued 14,013,241 shares of its common stock with a fair value of $31,527,819 for conversion of convertible debt, accounts payable, loan, promissory note, Series B convertible preferred shares and accrued interest in the amount of $5,068,725. In these conversions, related parties converted $721,045 of notes, accounts payable and loan into 766,444 shares of the Company’s common stock.

During the period ended March 31, 2014, the Company issued 198,443 shares of its common stock with a fair value of $1,013,799 for conversion of convertible debt, settlement of debt, and accrued interest in the amount of $163,225.

During the period ended March 31, 2014, the Company issued 18,787 shares of its common stock with a fair value of $42,271 for legal services.

During the period ended March 31, 2014, the Company issued 150,000 shares of its common stock pursuant to an advisory agreement with a fair value of $337,500.

During the period ended March 31, 2014, the Company agreed to issue 112,500 shares of its common stock pursuant to agreements with a fair value of $348,750. The shares have not yet been issued.

The Company records shares issued for non-cash consideration or on conversion of debt at the fair value. As a result of the above settlements and conversions, the Company recorded a loss on settlement of debt of $27,663,430.

2013 Share Transactions

In January 2013, the Company issued 2,313 shares of its common stock for conversion of one of the two November 1, 2012 Notes (Note 5) at a conversion price of $6.62 per share. In February 2013, the Company issued 2,500 common shares with a fair value of $28,925 to a consultant pursuant to a consulting agreement. In February 2013, the Company issued 18,986 common shares on a cashless conversion of 30,000 warrants at an exercise price of $5.72. In March 2013, the Company issued 100,000 common shares with a fair value of $10,010 to a consultant pursuant to a consulting agreement.

Between January and March, 2013, the Company issued 31,763 shares of its common stock for conversion of December 14, 2012 Note (Note 5) at a conversion price of $6.03 per share.

Between January and May, 2013, the Company issued 19,444 shares of its common stock for partial conversion of September 18, 2012 Note (Note 5) at an average conversion price of $3.60 per share.

Between February and March, 2013, the Company issued 10,500 shares of its common stock for partial conversion of August 8, 2012 Note (Note 5) at an average conversion price of $6.81 per share.

In April 2013, the Company issued 2,815 shares of its common stock for conversion of the balance of the November 1, 2012 Notes (Note 5) at a conversion price of $6.07 per share.

Between April and September, 2013, the Company issued 264,649 shares of its common stock for partial settlement of debt in the amount of $510,572. A further 455,311 shares remain to be issued with respect to this debt. The shares had a fair value of approximately $910,000 at December 31, 2013.

In April, 2013, the Company issued 2,500 shares of its restricted common stock under a settlement agreement with a former director of the Company.

Between May and July, 2013, the Company issued 53,690 shares of its common stock with a fair value of $248,278 for conversion of October 9, 2012 Convertible Notes (Note 5).

Between May and June, 2013, the Company issued 30,000 shares of its common stock with a fair value of $137,200 for conversion of the balances of the August 8, 2012 Note and November 20, 2013 Note (Note 5).

Between July and September 30, 2013, the Company issued 108,188 shares of its common stock with a fair value of $181,606 for conversion of June 19, 2013 Convertible Note (Note 5).

In August, 2013, the Company issued 50,000 shares of its common stock with a fair value of $52,500 for conversion of July 12, 2013 Convertible Note (Note 5).

In August and September 2013, the Company issued 36,000 shares and is obligated to issue additional 20,472 shares of its common stock with a fair value of $52,960 for conversion of November 20, 2012 Convertible Note (Note 5).

In September, 2013, the Company issued 10,000 shares of its common stock with a fair value of $10,500 for partial conversion of September 18, 2012 Note (Note 5).

In November, 2013, the Company issued 12,000 shares of its common stock with a fair value of $13,340 for partial conversion of September 18, 2012 Note (Note 5).

In November, 2013, the Company issued 45,333 shares of its common stock with a fair value of $134,187 for partial conversion of April 18, 2013 Note (Note 5).

In March, 2013, the Company received $242,950 for a private placement, for which it issued 34,707 shares and equal number of warrants. In December 2013, the Company entered into rescission agreements whereby the Company replaced the shares and warrants with December, 2013 Convertible Notes II and the 34,707 shares and warrants were returned to the treasury (Note 5).

As a result of the above settlements and conversions, the Company recorded a loss on settlement of debt of $2,560,045.

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 100,000 common shares. Options granted under the Plan shall be at prices and for terms as determined by the Board of Directors.

The expensed portion of the value of the vesting options during the three months ended March 31, 2014 was $3,750 (March 31, 2013 - $29,894) which was recorded as stock based consulting and management fees. During the period, stock-based consulting and management fees also includes share based compensation.

Share purchase options

A summary of the Company’s stock options as of March 31, 2014 and changes during the period is presented below:

	Number of Options	Weighted Average Exercise Price	Weighted Average Remaining Life
Balance, December 31, 2012	65,430	$  18.00	6.05
Issued	-	-	-
Cancelled/Forfeited	-	-	-
Balance, December 31, 2013	65,430	18.00	6.05
Issued	-	-	-
Cancelled/Forfeited	-	-	-
Balance, March 31, 2014	65,430	$  18.00	4.80

At March 31, 2014, the intrinsic value of the vested options was equal to $nil (2013 - $nil).

A summary of the status of the Company’s unvested options as of March 31, 2014 is presented below:

	Number of Shares	Weighted Average Grant-Date Fair Value
Unvested, December 31, 2013	1,111	$  18.00
Granted	-	-
Vested	(208)	18.00
Cancelled	-	-
Unvested, March 31, 2014	903	$  18.00

Share Purchase Warrants

In March, 2014, the Company issued 100,000 share purchase warrants to acquire an equivalent number of common shares of the Company, at an exercise price of $4.00 per share for an exercise period of up to five years from the issuance date. The warrants were issued pursuant to a technology option agreement. The fair value of these warrants was determined to be $303,000.

In May, 2013, the Company issued 20,000 share purchase warrants to acquire an equivalent number of common shares of the Company, at an exercise price of $6.00 per share for an exercise period of up to four years from the issuance date. The warrants were issued pursuant to a convertible debt with price adjustment features. The residual fair value of these warrants was determined to be $52,322 and recognized as a derivative liability.

In July, 2013, the Company issued 41,667 share purchase warrants to acquire an equivalent number of common shares of the Company, at an exercise price of $4.00 per share for an exercise period of up to five years from the issuance date. The warrants were issued pursuant to a convertible debt with price adjustment features. The residual fair value of these warrants was determined to be $54,385 and recognized as a derivative liability.

A summary of the Company’s share purchase warrants as of March 31, 2014 and changes during the period is presented below:

	Number of Warrants	Weighted Average Exercise Price	Weighted Average Remaining Life
Balance, December 31, 2012	169,087	$  39.00	2.19
Issued	67,667	5.84	4.16
Exercised	(30,000)	25.00	-
Extinguished or expired	(57,302)	39.72	-
Balance, December 31, 2013	149,452	25.85	2.76
Issued	100,000	4.00	4.97
Exercised	-	-	-
Extinguished or expired	-	-	-
Balance, March 31, 2014	249,452	$  17.09	3.50

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

3 Months Ended

Mar. 31, 2014

Supplemental Cash Flow Elements [Abstract]

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

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

	Three Months Ended March 31, 2014
		Shares/warrants	Amount
			$
Shares issued for services		18,787	42,271
Shares issued pursuant to an advisory agreement		150,000	337,500
Shares issued pursuant to debt conversion		14,211,684	32,528,757
		Three Months Ended March 31, 2013
		Shares/warrants	Amount
			$
Shares issued pursuant to consulting arrangements		350,000	38,935
Shares issued pursuant to notes conversion		5,476,848	348,845
All the above share transactions have been retroactively restated for the reverse stock split described in Note 9.

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

	Period Ended March 31,
	2014	2013
Interest paid in cash	$  -	$  -
Income taxes paid	$  -	$  -

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

3 Months Ended

Mar. 31, 2014

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Note 12: accounts payable and accrued liabilities

Accounts Payable and Accrued Liabilities

	March 31, 2014	March 31, 2013
	$	$
Trade accounts payable	893,658	1,459,469
Accrued liabilities	2,853,258	183,245
Employee payroll and severance	41,791	132,916
Accrued interest	76,741	122,833
	3,865,448	1,898,463

Accrued liabilities includes an amount of $2,625,281which the Company has the right to settle in shares of common stock.

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CAPITAL STOCK (Tables)

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

A summary of the Company’s stock

	Number of Options	Weighted Average Exercise Price	Weighted Average Remaining Life
Balance, December 31, 2012	65,430	$  18.00	6.05
Issued	-	-	-
Cancelled/Forfeited	-	-	-
Balance, December 31, 2013	65,430	18.00	6.05
Issued	-	-	-
Cancelled/Forfeited	-	-	-
Balance, March 31, 2014	65,430	$  18.00	4.80

A summary of the status of the Company’s unvested

	Number of Shares	Weighted Average Grant-Date Fair Value
Unvested, December 31, 2013	1,111	$  18.00
Granted	-	-
Vested	(208)	18.00
Cancelled	-	-
Unvested, March 31, 2014	903	$  18.00

A summary of the Company’s share purchase warrants

	Number of Warrants	Weighted Average Exercise Price	Weighted Average Remaining Life
Balance, December 31, 2012	169,087	$  39.00	2.19
Issued	67,667	5.84	4.16
Exercised	(30,000)	25.00	-
Extinguished or expired	(57,302)	39.72	-
Balance, December 31, 2013	149,452	25.85	2.76
Issued	100,000	4.00	4.97
Exercised	-	-	-
Extinguished or expired	-	-	-
Balance, March 31, 2014	249,452	$  17.09	3.50

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LOANS PAYABLE (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Notes to Financial Statements
Loan advances in the amount	$ 18,000	$ 42,200
Bears interest	10%
Investor converted	7,000
common shares	11,375
Company and a related party converted	$ 2,700

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Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended		173 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (29,707,230)	$ (441,432)	$ (85,133,865)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation			213,228
Non-cash loss on debt financing			1,373,263
Changes in fair value of derivative liabilities	338,297	(1,097,168)	(5,512,352)
Loss on settlement of debt	27,663,430	436,042	41,914,276
Gain on extinguishment of derivative liabilities- warrants			(290,500)
Loss on disposal of assets			5,399
Non-cash interest and finance charges	483,636		7,062,966
Stock based compensation	690,000	83,375	13,937,713
Changes in operating assets and liabilities:
Due from government agency			(1,055)
Prepaid expenses and deposits		(103,950)	(39,004)
Deferred financing costs		10,585	11,810
Accounts payable and accrued liabilities	158,413	630,558	8,236,571
Research agreement obligations		27,536	710,496
NET CASH USED IN OPERATING ACTIVITIES	(373,454)	(454,454)	(17,511,054)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of shares, net	418,000	235,951	11,278,575
Convertible notes, net			2,851,906
Proceeds from loans payable	500		460,700
Notes and loans payable			919,845
Advances from related parties		80,500	1,768,916
Repayment of convertible notes		108,600	(20,000)
Stock subscriptions			140,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	418,500	425,051	17,399,942
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment			(218,626)
Cash acquired on reverse acquisition			423,373
NET CASH PROVIDED FROM INVESTING ACTIVITIES			204,747
INCREASE (DECREASE) IN CASH	45,046	(29,403)	93,635
CASH, BEGINNING OF YEAR	48,589	33,839
CASH, END OF YEAR	$ 93,635	$ 4,436	$ 93,635

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CONVERTIBLE NOTES PAYABLE

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

CONVERTIBLE NOTES PAYABLE

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/ Settlement/Re-issued	Unamortized Note Discount	Balance at March 31, 2014
February 2011 Secured Convertible Notes
Senior Secured Notes, due February 24, 2014	$  980,830	$  980,830	$            -	$              -
April 2011 Secured Convertible Notes
Senior Secured Notes, due April 4, 2014	215,000	215,000	-	-
June 2011 Secured Convertible Note
Senior Secured Notes, due June 6, 2014	30,000	30,000	-	-
August 12, 2012 Convertible Note
Note became due November 12, 2012	27,500	27,500	-	-
August 20, 2012 Convertible Note
Note due August 20, 2013	20,000	20,000	-	-
October 2012 Convertible Note
Note due October 15, 2013	340,000	-	-	340,000
November 20, 2012 Convertible Note
Note due November 20, 2013	10,748	3,675	-	7,073
December 18, 2012 Convertible Note
Note due December 14, 2013	50,000	50,000	-	-
January 5, 2013 Convertible Notes	452,729	452,729	-	-
February 27, 2013 Convertible Note
Note due February 27, 2014	58,500	-	-	58,500
April / May / November, 2013 Convertible Notes	150,101	150,101	-	-
April 18, 2013 Convertible Note
Note due December 18, 2013	31,688	31,688	-	-
May 2, 2013 Convertible Notes	50,000	50,000	-	-
May 14, 2013 Convertible Note
Note due May 14, 2014	126,000	126,000	-	-
June 27, 2013 Convertible Note
Note due June 27, 2014	37,620	-	8,660	28,960
June 19, 2013 Convertible Note
Note due June 19, 2014	32,000	32,000	-	-
July 12, 2013 Convertible Note
Note due July 12, 2014	125,000	125,000	-	-
October, 2013 Convertible Notes
Notes due in April, 2014	55,000	55,000	-	-
November, 2013 Convertible Notes
Notes due in May, 2014	80,000	80,000	-	-
December, 2013 Convertible Notes I
Notes due May, 2014	250,000	250,000	-	-
December, 2013 Convertible Notes II
Notes due May, 2014	536,400	536,400	-	-
Total	$  3,659,116	$         3,215,923	$    8,660	$ 434,533

The following is a summary of debt instrument transactions for the year ended December 31, 2013:

	Face Value	Principal Repayment/ Settlement/Re-issued	Unamortized Note Discount	Balance at December 31, 2013
February 2011 Secured Convertible Notes
Senior Secured Notes, due February 24, 2014	$  1,184,694	$         203,836	$    20,083	$  960,775
April 2011 Secured Convertible Notes
Senior Secured Notes, due April 4, 2014	215,000	-	8,835	206,165
June 2011 Secured Convertible Note
Senior Secured Notes, due June 6, 2014	30,000	-	1,189	28,811
August 8, 2012 Convertible Note
Note due August 8, 2013	111,430	111,430	-	-
August 12, 2012 Convertible Note
Note became due November 12, 2012	27,500	-	-	27,500
August 20, 2012 Convertible Note
Note due August 20, 2013	20,000	-	-	20,000
September 18, 2012 Convertible Note
Note due October 1, 2013	82,500	82,500	-	-
October 2012 Convertible Note
Note due October 15, 2013	340,000	-	-	340,000
October 9, 2012 Convertible Notes	100,000	100,000	-	-
Note due April 30, 2013
November 1, 2012 Convertible Note
Note due April 30, 2013	31,471	31,471	-	-
November 20, 2012 Convertible Note
Note due November 20, 2013	55,710	44,962	-	10,748
December 14, 2012 Convertible Note
Note due April 18, 2013	189,210	189,210	-	-
December 18, 2012 Convertible Note
Note due December 14, 2013	50,000	-	-	50,000
January 5, 2013 Convertible Notes	567,729	115,000	-	452,729
January 31, 2013 Convertible Notes	24,135	-	-	24,135
February 27, 2013 Convertible Note
Note due February 27, 2014	58,500	-	8,819	49,681
April 2, 2013 Convertible Notes	80,967	-	-	80,967
April 18, 2013 Convertible Note
Note due December 18, 2013	60,000	28,312	-	31,688
May 2, 2013 Convertible Notes	50,000	-	-	50,000
May 5, 2013 Convertible Notes	45,000	-	-	45,000
May 14, 2013 Convertible Note
Note due May 14, 2014	126,000	-	46,258	79,742
June 27, 2013 Convertible Note
Note due June 27, 2014	37,620	-	17,515	20,105
June 19, 2013 Convertible Note
Note due June 19, 2014	115,000	83,000	8,217	23,783
July 12, 2013 Convertible Note
Note due July 12, 2014	125,000	28,200	57,200	39,600
October, 2013 Convertible Notes
Notes due in April, 2014	94,444	-	56,044	38,400
November, 2013 Convertible Notes
Notes due in May, 2014	80,000	-	52,996	27,004
December, 2013 Convertible Notes I
Notes due May, 2014	277,222	-	258,478	18,744
December, 2013 Convertible Notes II
Notes due May, 2014	536,400	-	-	536,400
Total	$  4,715,532	$         1,017,921	$    535,634	$  3,161,977

February 2011 Secured Convertible Notes

During the period ended March 31, 2014, the investors converted the principal amount of $980,858 and accrued interest of the February 2011 Notes into 1,593,850 common shares (Note 9).

April 2011 Secured Convertible Notes

During the period ended March 31, 2014, the investors converted the principal amount of $215,000 and accrued interest of the April 2011 Notes into 349,375 common shares (Note 9).

June 2011 Secured Convertible Note

During the period ended March 31, 2014, the investor converted the principal amount of $30,000 and accrued interest of the June 2011 Note into 48,750 common shares (Note 9).

August 8, 2012 Convertible Note

During the year ended December 31, 2013, the investor converted the principal amount of $111,430 and accrued interest of the August 8, 2012 Note into 20,500 common shares.

August 12, 2012 Convertible Note

During the period ended March 31, 2014, the investor converted the principal amount of $27,500 and accrued interest of the August 12, 2012 Note into 37,500 common shares (Note 9).

August 20, 2012 Convertible Note

During the period ended March 31, 2014, the investor converted the principal amount of $20,000 and accrued interest of the August 20, 2012 Note into 30,000 common shares (Note 9).

September 18, 2012 Convertible Note

During the year ended December 31, 2013, the investor converted the principal amount and accrued interest of $81,360 into 29,444 common shares. Of the balance of $24,990 remaining, the Company repaid $20,000 in full settlement and recognized $4,990 as gain on settlement of debt.

October 2012 Convertible Note

On October 15, 2012, the Company entered into a securities purchase agreement with an accredited investor to place a Convertible Note (the “October 2012 Note”) with a maturity date of one year after the issuance thereof in the aggregate principal amount of $340,000. The October 2012 Note carries an interest rate of 18% upon default, which is being accrued.

October 9, 2012 Convertible Note

On October 9, 2012, the Company converted accounts payable of $100,000 into convertible notes (the “October 9, 2012 Note”). The note has no terms of repayment and no interest charges. Only under certain events of default the note will incur an interest rate of 20% per year.

During the year ended December 31, 2013, the note was amended and assigned to a third party with price adjustment features ratified by the Company. The third party converted the note into 53,690 common shares of the Company.

November 20, 2012 Convertible Note

During the year ended December 31, 2013, the investor converted $30,212 of the November 20, 2012 Note and accrued interest into 36,000 common shares.

During the period ended March 31, 2014, the investor converted $3,675 of the November 20, 2012 Note and accrued interest into 7,000 common shares (Note 9).

December 14, 2012 Convertible Note

During the year ended December 31, 2013, the investor converted the remaining balance of the note and accrued interest of $189,210 on the December 14, 2012 Note into 31,763 common shares.

December 18, 2012 Convertible Note

During the period ended March 31, 2014, the investor converted the December 18, 2012 Note and accrued interest into 68,750 common shares (Note 9).

January 5, 2013 Convertible Notes

On January 5, 2013, the Company exchanged amounts due to a consultant and related parties into convertible notes (the “January 5, 2013 Notes”) with no terms of repayment and no interest charges in the aggregate principal amount of $567,729, of which, $330,000 is due to related parties.

In July, 2013, the consultant assigned $115,000 of the convertible note to a third party with amendments to adjustment of conversion price ratified by the Company.

During the period ended March 31, 2014, the investors converted the balance of the January 5, 2013 Notes and accrued interest into 543,636 common shares (Note 9).

January 31, 2013 Convertible Note

On January 31, 2013, the Company converted accounts payable of $24,134 into a convertible note (the “January 31, 2013 Note”) with a maturity date of sixteen months. The note has no terms of repayment and no interest charges. The conversion of the note occurs under the following conditions:

On the date that Company files a certificate of designation creating a class of Series A convertible preferred stock (“Series A Convertible Preferred Stock”) (i) with voting rights per share equal to one thousand (1,000) shares of common stock at the rate of five shares of common stock (on a post-reverse stock split basis) for each share of Series A Convertible Preferred Stock and (ii) that are automatically convertible into common shares upon the occurrence of a 100:1 reverse stock split, the Company may convert the January 31, 2013 Note into shares of Series A Convertible Preferred Stock at a conversion price of four dollars ($4) per share of Series A Convertible Preferred Stock. If the Series A Convertible Preferred Stock is duly authorized and outstanding, on the date that the Company enacts a 100:1 reverse stock split, the January 31, 2013 Note will automatically convert into shares of Series A Convertible Preferred Stock at a conversion price of four dollars ($4) per share of Series A Convertible Preferred Stock.

During the period ended March 31, 2014, the investors converted the January 31, 2013 Note and accrued interest into 40,551 common shares (Note 9).

February 27, 2013 Convertible Note

On February 27, 2013, the Company entered into a securities purchase agreement with an accredited investor to place a Convertible Note (the “February 27, 2013 Note”) with a maturity date of one year after the issuance thereof in the aggregate principal amount of $58,500. Consideration under the notes consisted of $46,000 in cash proceeds after $4,000 payment of finders’ fee and an original issue discount of $8,500. The Company accrued a one-time interest of 5% as per the agreement.

The Company has allocated the net proceeds to the conversion option based on the calculated fair value. The fair value of the conversion option was recorded at $44,700 and recognized as a derivative liability and the debt was recorded at $5,300. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of one year, risk free rate of 0.17%, dividend yield of 0% and volatility of 123.76%. The debt discount is being accreted over the one year term of the February 27, 2013 Note using the effective interest rate method.

April / May / November, 2013 Convertible Note

The Company exchanged accounts payable into convertible notes in the aggregate principal amount of $150.101. The note holder has the option to convert a portion or all of the outstanding balance of the note into shares of the Company’s common stock at a conversion rate of $7.00 per share. The note will incur an interest rate of 8% per year unless the Company defaults under certain conditions, in which case, the note will incur an interest rate of 20% per year.

During the period ended March 31, 2014, the investor converted the notes and accrued interest into 210,233 common shares (Note 9).

April 18, 2013 Convertible Note

On April 18, 2013, the Company entered into a securities purchase agreement with an accredited investor to place a Convertible Note (the “April 18, 2013 Note”) with a maturity date of eight months after the issuance thereof in the aggregate principal amount of $60,000. Consideration under the notes consisted of $50,000 in cash proceeds after $5,000 payment of transaction costs and an original issue discount of $5,000. The April 18, 2013 Note carries an interest rate of 8% per year unless the note is in default under certain conditions, in which case, the interest rate would be 18% per year.

The Company has allocated the net proceeds to the conversion option based on the calculated fair value. The fair value of the conversion option was recorded at $27,800 and recognized as a derivative liability and the debt was recorded at $27,200. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of eight months, risk free rate of 0.10%, dividend yield of 0% and volatility of 115.82%. The debt discount is being accreted over the eight month term of the April 18, 2013 Note using the effective interest rate method.

During the year ended December 31, 2013, the investor converted $31,733, part of the principal and accrued interest on the April 18, 2013 Note, into common shares.

During the period ended March 31, 2014, the investor converted the balance of $31,688 and accrued interest into 46,443 common shares (Note 9).

May 2, 2013 Convertible Notes

On May 2, 2013, the Company issued convertible notes (the “May 2, 2013 Note”) in the aggregate principal amount of $50,000. The note matures on May 31, 2014 and would only start to accrue interest of 10% per year after February 15, 2014. The note is automatically convertible into Series B convertible preferred shares (‘Series B Preferred Shares”) when the Company enacts a 100:1 reverse stock split, where each of the Series B Preferred Shares are convertible at the rate of seven shares of common stock.

During the period ended March 31, 2014, the investor converted the May 2, 2013 Note into 350,000 common shares (Note 9).

May 14, 2013 Convertible Note

On May 14, 2013, the Company entered into a securities purchase agreement with an accredited investor to place a Convertible Note (the “May 14, 2013 Note”) with a maturity date of one year after the issuance thereof in the aggregate principal amount of $126,000. The Company also issued 20,000 warrants to the note holder, exercisable at $6.00 per share with a four year term. Consideration under the notes consisted of $110,000 in cash proceeds after $5,000 payment of finders’ fee and an original issue discount of $11,000.

The May 14, 2013 Note carries an interest rate of 8% per year unless the note is in default, in which case, the note will incur an interest rate of 18% per year.

The Company has allocated the net proceeds to the conversion option and warrants based on the calculated fair values. The fair value of the conversion option was recorded at $62,678,000 and fair value of the warrants was recorded as $52,322 recognized as a derivative liabilities and the debt was recorded at $nil. The fair value of the conversion option was calculated using the Black Scholes option pricing model under the following assumptions: estimated life of four years, risk free rate of 0.4%, dividend yield of 0% and volatility of 161%. The debt discount is being accreted over the one year term of the May 14, 2013 Note using the effective interest rate method.

During the period ended March 31, 2014, the investor converted the May 14, 2013 Note and accrued interest into 157,500 common shares (Note 9).

June 27, 2013 Convertible Note

On June 27, 2013, the Company entered into a securities purchase agreement with an accredited investor to place a Convertible Note (the “June 27, 2013 Note”) with a maturity date of one year after the issuance thereof in the aggregate principal amount of $37,620. Consideration under the notes consisted of $30,000 in cash proceeds after $3,000 payment of finder’s fee and an original issue discount of $4,620. The Company accrued a one-time interest of 5% as per the agreement.

The Company has allocated the net proceeds to the conversion option based on the calculated fair value. The fair value of the conversion option was recorded at $30,200 and recognized as a derivative liability and the debt was recorded at $2,800. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of one year, risk free rate of 0.15%, dividend yield of 0% and volatility of 156.41%. The debt discount is being accreted over the one year term of the June 27, 2013 Note using the effective interest rate method.

June 19, 2013 Convertible Note

In June, 2013, a consultant assigned $115,000 of its convertible note to a third party with amendments ratified by the Company (the “June 19, 2013 Note”) with a maturity date of one year after the issuance thereof in the aggregate principal amount of $115,000.

The June 19, 2013 Note carries an interest rate of 10% per year unless the note is in default under certain conditions, in which case, the interest rate would be 20% per year.

The Company has allocated the net proceeds to the conversion option based on the calculated fair value. The fair value of the conversion option was recorded at $31,600 and recognized as a derivative liability and the debt was recorded at $83,400. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of one year, risk free rate of 0.15%, dividend yield of 0% and volatility of 156.46%. The debt discount is being accreted over the one year term of the June 19, 2013 Note using the effective interest rate method.

During the year ended December 31, 2013, the third party converted the principal amount of $83,000 and accrued interest of the June 19, 2013 Note into 108,188 common shares.

During the period ended March 31, 2014, the third party converted balance of $32,000 and accrued interest into 40,000 common shares (Note 9).

July 12, 2013 Convertible Note

In July, 2013, the Company entered into a securities purchase agreement with an accredited investor to place a Convertible Note (the “July 12, 2013 Note”) with a maturity date of one year after the issuance thereof in the aggregate principal amount of $125,000. The Company also issued 41,667 warrants to the note holder, exercisable at $3.00 per share with a five year term. Consideration under the notes consisted of $110,000 in cash proceeds after $15,000 payment of finders’ fee and an original issue discount of $11,000.

The July 12, 2013 Note carries an interest rate of 8% per year unless the note is in default, in which case, the note will incur an interest rate of 18% per year.

The Company has allocated the net proceeds to the conversion option and warrants based on the calculated fair values. The fair value of the conversion option was recorded at $59,615 and fair value of the warrants was recorded as $54.385 recognized as a derivative liabilities and the debt was recorded at $nil. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of five year, risk free rate of 1.4%, dividend yield of 0% and volatility of 199%. The debt discount is being accreted over the one year term of the July 12, 2013 Note using the effective interest rate method.

During the period ended March 31, 2014, the investor converted the July 12, 2013 Note and accrued interest into 156,250 common shares (Note 9).

October, 2013 Convertible Notes

In October, 2013, the Company entered into securities purchase agreements with accredited investors to place Convertible Notes (the “October, 2013 Notes”) with a maturity date of six months after the issuance thereof in the aggregate principal amount of $55,000.

The October, 2013 Notes carry no interest charges unless the note is in default, in which case, the note will incur an interest rate of 20% per year.

The Company has allocated the net proceeds to the conversion option based on the calculated fair value. The full value was recorded as the fair value of the conversion option and the debt was recorded at $nil. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of six months, risk free rate of 0.10%, dividend yield of 0% and volatility of 199%. The debt discount is being accreted over the six month term of the October, 2013 Notes using the effective interest rate method.

During the period ended March 31, 2014, the investors converted the October, 2013 Note into 385,000 common shares (Note 9).

November, 2013 Convertible Notes

In November, 2013, the Company entered into securities purchase agreements with accredited investors to place Convertible Notes (the “November, 2013 Notes”) with a maturity date of six months after the issuance thereof in the aggregate principal amount of $80,000. Consideration under the notes consisted of $77,000 in cash proceeds and an original issue discount of $3,000.

The November, 2013 Notes carry no interest charges other than an original issue discount unless the note is in default, in which case, the note will incur an interest rate of 20% per year.

The Company has allocated the net proceeds to the conversion option based on the calculated fair value. The full value was recorded as the fair value of the conversion option and the debt was recorded at $nil. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of six months, risk free rates of 0.10% and 0.04%, dividend yield of 0% and volatility of 199%. The debt discount is being accreted over the six month term of the November, 2013 Notes using the effective interest rate method.

During the period ended March 31, 2014, the investors converted the November, 2013 Notes into 560,000 common shares (Note 9).

December, 2013 Convertible Notes I

In December, 2013, the Company entered into securities purchase agreements with accredited investors to place Convertible Notes (the “December, 2013 Notes I”) with a maturity date of six months after the issuance thereof in the aggregate principal amount of $250,000. The December, 2013 Notes I carry no interest charges unless the note is in default, in which case, the note will incur an interest rate of 20% per year.

The Company has allocated the net proceeds to the conversion option based on the calculated fair value. The full value was recorded as the fair value of the conversion option and the debt was recorded at $nil. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of six months, risk free rates of 0.10% , dividend yield of 0% and volatility of 199%. The debt discount is being accreted over the six month term of the December, 2013 Notes I using the effective interest rate method.

During the period ended March 31, 2014, the investors converted the December, 2013 Notes I into 1,750,000 common shares (Note 9).

December, 2013 Convertible Notes II

In December, 2013, the Company entered into securities purchase agreements with accredited investors to place Convertible Notes (the “December, 2013 Notes II”) with a maturity date of six months after the issuance thereof in the aggregate principal amount of $536,400. Consideration under the notes consisted of $141,000 of conversion of accounts payable, $267,950 of cash proceeds, of which $100,000 were received during the year ended December 31, 2012 as subscription proceeds and $27,450 of interest costs. The conversion of the notes occurs under the following conditions:

On the date that Company files a certificate of designation creating a class of Series B Convertible Preferred Stock (i) with voting rights per share equal to one thousand (1,000) shares of common stock and (ii) that are automatically convertible into common shares upon the occurrence of a 100:1 reverse stock split at the rate of seven shares of common stock (on a post-reverse stock split basis) for each share of Series B Convertible Preferred Stock, the Company may convert the December, 2013 Convertible Notes II into shares of Series B Convertible Preferred Stock at a conversion price of one dollar per share of Series B Convertible Preferred Stock. If the Series B Convertible Preferred Stock is duly authorized and outstanding, on the date that the Company enacts a 100:1 reverse stock split, the December, 2013 Convertible Notes II will automatically convert into seven (7) shares of Series B Convertible Preferred Stock at a conversion price of one dollar per share of Series B Convertible Preferred Stock.

Any amount of the December, 2013 Notes II that are outstanding on February 15, 2014 will carry an interest rate of 10% per year.

During the period ended March 31, 2014, the investors converted the December, 2013 Notes II into 1,093,900 common shares (Note 9).

For the period ended March 31, 2014, the Company recorded accretion of debt discount of $483,638 for the convertible notes.

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RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Related Party Transactions [Abstract]
Amounts owing to directors and officers	$ 81,000	$ 369,345
Loan fees	$ 0	$ 370,200

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CONVERTIBLE NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2014

Notes to Financial Statements

Debt instrument transactions

	Face Value	Principal Repayment/ Settlement/Re-issued	Unamortized Note Discount	Balance at March 31, 2014
February 2011 Secured Convertible Notes
Senior Secured Notes, due February 24, 2014	$  980,830	$  980,830	$            -	$              -
April 2011 Secured Convertible Notes
Senior Secured Notes, due April 4, 2014	215,000	215,000	-	-
June 2011 Secured Convertible Note
Senior Secured Notes, due June 6, 2014	30,000	30,000	-	-
August 12, 2012 Convertible Note
Note became due November 12, 2012	27,500	27,500	-	-
August 20, 2012 Convertible Note
Note due August 20, 2013	20,000	20,000	-	-
October 2012 Convertible Note
Note due October 15, 2013	340,000	-	-	340,000
November 20, 2012 Convertible Note
Note due November 20, 2013	10,748	3,675	-	7,073
December 18, 2012 Convertible Note
Note due December 14, 2013	50,000	50,000	-	-
January 5, 2013 Convertible Notes	452,729	452,729	-	-
February 27, 2013 Convertible Note
Note due February 27, 2014	58,500	-	-	58,500
April / May / November, 2013 Convertible Notes	150,101	150,101	-	-
April 18, 2013 Convertible Note
Note due December 18, 2013	31,688	31,688	-	-
May 2, 2013 Convertible Notes	50,000	50,000	-	-
May 14, 2013 Convertible Note
Note due May 14, 2014	126,000	126,000	-	-
June 27, 2013 Convertible Note
Note due June 27, 2014	37,620	-	8,660	28,960
June 19, 2013 Convertible Note
Note due June 19, 2014	32,000	32,000	-	-
July 12, 2013 Convertible Note
Note due July 12, 2014	125,000	125,000	-	-
October, 2013 Convertible Notes
Notes due in April, 2014	55,000	55,000	-	-
November, 2013 Convertible Notes
Notes due in May, 2014	80,000	80,000	-	-
December, 2013 Convertible Notes I
Notes due May, 2014	250,000	250,000	-	-
December, 2013 Convertible Notes II
Notes due May, 2014	536,400	536,400	-	-
Total	$  3,659,116	$         3,215,923	$    8,660	$ 434,533

Summary of debt instrument transactions

	Face Value	Principal Repayment/ Settlement/Re-issued	Unamortized Note Discount	Balance at December 31, 2013
February 2011 Secured Convertible Notes
Senior Secured Notes, due February 24, 2014	$  1,184,694	$         203,836	$    20,083	$  960,775
April 2011 Secured Convertible Notes
Senior Secured Notes, due April 4, 2014	215,000	-	8,835	206,165
June 2011 Secured Convertible Note
Senior Secured Notes, due June 6, 2014	30,000	-	1,189	28,811
August 8, 2012 Convertible Note
Note due August 8, 2013	111,430	111,430	-	-
August 12, 2012 Convertible Note
Note became due November 12, 2012	27,500	-	-	27,500
August 20, 2012 Convertible Note
Note due August 20, 2013	20,000	-	-	20,000
September 18, 2012 Convertible Note
Note due October 1, 2013	82,500	82,500	-	-
October 2012 Convertible Note
Note due October 15, 2013	340,000	-	-	340,000
October 9, 2012 Convertible Notes	100,000	100,000	-	-
Note due April 30, 2013
November 1, 2012 Convertible Note
Note due April 30, 2013	31,471	31,471	-	-
November 20, 2012 Convertible Note
Note due November 20, 2013	55,710	44,962	-	10,748
December 14, 2012 Convertible Note
Note due April 18, 2013	189,210	189,210	-	-
December 18, 2012 Convertible Note
Note due December 14, 2013	50,000	-	-	50,000
January 5, 2013 Convertible Notes	567,729	115,000	-	452,729
January 31, 2013 Convertible Notes	24,135	-	-	24,135
February 27, 2013 Convertible Note
Note due February 27, 2014	58,500	-	8,819	49,681
April 2, 2013 Convertible Notes	80,967	-	-	80,967
April 18, 2013 Convertible Note
Note due December 18, 2013	60,000	28,312	-	31,688
May 2, 2013 Convertible Notes	50,000	-	-	50,000
May 5, 2013 Convertible Notes	45,000	-	-	45,000
May 14, 2013 Convertible Note
Note due May 14, 2014	126,000	-	46,258	79,742
June 27, 2013 Convertible Note
Note due June 27, 2014	37,620	-	17,515	20,105
June 19, 2013 Convertible Note
Note due June 19, 2014	115,000	83,000	8,217	23,783
July 12, 2013 Convertible Note
Note due July 12, 2014	125,000	28,200	57,200	39,600
October, 2013 Convertible Notes
Notes due in April, 2014	94,444	-	56,044	38,400
November, 2013 Convertible Notes
Notes due in May, 2014	80,000	-	52,996	27,004
December, 2013 Convertible Notes I
Notes due May, 2014	277,222	-	258,478	18,744
December, 2013 Convertible Notes II
Notes due May, 2014	536,400	-	-	536,400
Total	$  4,715,532	$         1,017,921	$    535,634	$  3,161,977