10-Q/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended   June 30, 2012

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-53723

IMMUNOVATIVE, INC.

(f/k/a Novo Energies Corporation)

(Exact name of registrant as specified in its charter)

Florida	65-1102237
(State or other jurisdiction of Identification No.)	(I.R.S. Employer or organization)

417, Rue St-Pierre, Suite 804

Montreal QC H2Y 2M3

Canada

(Address of principal executive offices) (Zip Code)

(514) 840-3697

(Registrant's telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.00001 Par Value

Check whether the issuer: (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 þ  No o

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(Section 232.405 of this chapter) during the preceding 12 months(or such shorter period that the registrant was required to submit and post such files. Yes þ  No o

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

Large accelerated filer      o                                                                                                            Accelerated filer                   o

Non-accelerated filer        o (Do not check if a smaller reporting company)                           Smaller reporting company  þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)     Yes o   No þ

On September 30, 2011, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of the Common Stock held by non-affiliates of the registrant was $11,781,807, based upon the closing price on that date of the Common Stock of the registrant on the OTC Bulletin Board system of $0.175. For purposes of this response, the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of its Common Stock are deemed affiliates of the registrant.

As of August 12, 2012 the registrant had 140,596,457 shares of its Common Stock, $0.00001 par value, outstanding.

Explanatory Note

The purpose of this Amendment No. 1 to Immunovative Inc. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on Auguest 14, 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 CEO/CFO pursuant to Sec. 302
32.1*	Certification of CEO/CFO pursuant to Sec. 906

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 Immunovative Inc. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 14, 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.

IMMUNOVATIVE, INC.

(formerly Novo Energies Corporation)

(Registrant)

Date: August 28, 2012

/s/ Seth M. Shaw

Seth M. Shaw

Chief Executive Officer

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10. Stock Options (Details)	3 Months Ended
	Jun. 30, 2012
Warrants Details
Volatility	220.00%
Expected dividend rate	0.00%
Expected life of options in years	10 years
Risk-free rate	1.87%

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4. Intangible Assets

3 Months Ended

Jun. 30, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

4. Intangible Assets

Intangible assets consists of the cost of a domain name ($32,893) being amortized over five years.  Amortization for the three months ended June 30, 2012 was $548.

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5. License Agreement (Details Narrative) (USD $)	Jun. 30, 2012
License Agreement Details Narrative
License Agreement-ITL	$ 1,062,214

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4. Intangible Assets (Details Narrative) (USD $)	3 Months Ended
	Jun. 30, 2012
Intangible Assets Details Narrative
Amortization-Intangible Assets	$ 548

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6. Notes Payable to Caete Invest & Trade, S.A. (Details Narrative) (USD $)	Mar. 31, 2012
Notes Payable To Caete Invest Trade S.A. Details Narrative
Promissory Note Payable	$ 179,572

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7. Note Payable to Chief Executive Officer (Details Narrative) (USD $)	3 Months Ended	12 Months Ended
	Jun. 30, 2012	Mar. 31, 2012
Note Payable To Chief Executive Officer Details Narrative
Note Payable-Related Party	$ 10,000	$ 120,000

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3. Equipment

3 Months Ended

Jun. 30, 2012

Text Block [Abstract]

3. Equipment

The Company’s equipment is as follows:

	June 30,		March 31,
	2012		2012		Estimated Life
Computer and office equipment	$	47,011	$	47,011	5 years
Less: accumulated depreciation		13,276		10,543
	$	33,735	$	36,468

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Consoldiated Balance Sheets (Unaudited) (USD $)	Jun. 30, 2012	Mar. 31, 2012
ASSETS
Cash	$ 569,547	$ 619,624
Marketable Securities	300,000
Prepaid expense	12,264	12,264
Total current assets	881,811	631,888
Equipment - net	33,735	36,468
Intangible Assets-Domain Name	32,345
TOTAL ASSETS	947,891	668,356
CURRENT LIABILITIES
Note Payable Caete Invest Trade, S.A.		179,572
Accounts Payable	261,149	208,644
Accrued Interest	34,102	77,847
Accrued Expenses	23,812	18,172
Accrued Professional Fees	93,270	145,822
Related party payables
Accrued Rent	59,860	39,412
Due to Chairman and CEO	14,000	16,500
Note Payable Chief Executive Officer	42,364	52,364
Total current liabilities	528,557	738,333
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value $0.00001; 1,000,000,000 shares authorized, 135,651,647 and 116,667,888 issued and outstanding at June 30, 2012 and March 31, 2011, respectively	1,357	1,166
Additional paid-in capital	22,132,978	20,770,505
Accumulated deficit from prior operations	(16,244,237)	(16,244,237)
Accumulated deficit during development stage	(5,467,601)	(4,595,168)
Accumulated other comprehensive loss	(3,163)	(2,243)
Total Stockholders' Deficit	419,334	(69,977)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 947,891	$ 668,356

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1. Nature of Business and Going Concern

3 Months Ended

Jun. 30, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

1. Nature of Business and Going Concern

Nature of Business

The Company, prior to December 12, 2011, was involved in the business of exploiting new technologies for the production of clean energy.  In May 2011, the Company had entered into an exclusive memorandum of understanding with Immunovative Therapies, Ltd. (“ITL”) (an Israeli company) whereby the Company would acquire a subsidiary of ITL. On December 12, 2011, the Company terminated this memorandum of understanding and entered into a License Agreement (the “License Agreement”) with ITL, pursuant to which the Company received an immediate exclusive and worldwide license to commercialize all the Licensed Products based on ITL’s current and future patents and a patent in-licensed from the University of Arizona.  The license granted covers two experimental products for the treatment of cancer in clinical development called AlloStim TM and Allo Vax TM (“Licensed Products”).  On May 8, 2012, the Company changed its name to Immunovative, Inc. to better reflect its new direction on the development and commercialization of the next generation of immunotherapy treatments.

Going Concern

As indicated in the accompanying financial statements, the Company has incurred cumulative net operating losses of $5,467,601 primarily from stock based compensation ($3,457,269) and research and development expenses ($1,062,214) since inception of the development stage.  Management’s plans include the raising of capital through equity markets to fund future operations, a successful merger with ITL and generating of revenue by sub-licensing its commercialization rights with ITL to other companies as well as potentially generating revenue once all drugs or treatments are eligible for commercialization.  Failure to raise adequate capital, complete a successful merger and generate adequate sales revenues could result in the Company having to curtail or cease operations.  Additionally, even if the Company does raise sufficient capital to support its operating expenses, complete a successful merger and generate adequate revenues, there can be no assurances that the revenues will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations.  These matters raise substantial doubt about the Company’s ability to continue as a going concern.  However, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

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3. Equipment (Details) (USD $)	Jun. 30, 2012	Mar. 31, 2012
Equipment Details
Computer and office equipment	$ 47,011	$ 47,011
Less: accumulated depreciation	13,276	10,543
Equipment, Net	$ 33,735	$ 36,468

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9. Warrants (Details 1) (USD $)	3 Months Ended
	Jun. 30, 2012
Consulting Agreements
Volatility, Minimum	241.65%
Volatility, Maximum	244.92%
Risk-free rate, Minimum	0.41%
Risk-free rate, Maximum	1.34%
Dividend	$ 0.00%
Expected life of warrants	3 years
Private Placements
Volatility, Minimum	94.99%
Volatility, Maximum	195.52%
Risk-free rate, Minimum	1.42%
Risk-free rate, Maximum	1.52%
Dividend	$ 0.00%
Expected life of warrants	3 years

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2. Summary of Significant Accounting Policies

3 Months Ended

Jun. 30, 2012

Accounting Policies [Abstract]

2. Summary of Significant Accounting Policies

Effective July 1, 2009, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10 Generally Accepted Accounting Principles-Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied to nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP for SEC registrants.  All guidance contained in the Codification carries an equal level of authority.  The Codification superseded all existing non-SEC accounting and reporting standards.  All other non-grandfathered, non-SEC accounting literature not included in the codification is non-authoritative.  The FASB will not issue new standards in the form of Statements, FASB Positions or Emerging Issue Task Force Abstracts.  Instead, it will issue Accounting Standards Updates (“ASUs”).  The FASB will not consider ASUs as authoritative in their own right.  ASUs will serve only to update the Codification, provide background information about the guidance and provide the basis for conclusions on the change(s) in the Codification.

Use of Estimates

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Foreign Currency Translation

Commencing with the quarter ended June 30, 2012, the Company considers the U.S. dollar to be its functional currency.  Prior to March 31, 2012, the Company considered the Canadian dollar to be its functional currency.  Assets and liabilities were translated into US dollars at year-end exchange rates.  Statement of operations amounts were translated using the average rate during the year.  Gains and losses resulting from translating foreign currency financial statements were included in accumulated other comprehensive gain or loss, a separate component of stockholders’ deficit.  As a result of the change in functional currency from Canadian to U.S. dollar, an accumulated comprehensive loss of $3,163 remains resulting from the conversion of a Canadian bank account.

Cash Equivalents

For purposes of reporting cash flows, cash equivalents include investment instruments purchased with an original maturity of three months or less.  The Company had a certificate of deposit expiring on December 31, 2011.

Equipment and Depreciation

Equipment is stated at cost and is depreciated using the straight line method over the estimated useful lives of the respective assets.  Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized.  When equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations.

Intangible Assets

Intangible assets are stated at cost and amortized over five years.

Consolidated Financial Statements

The financial statements include the accounts and activities of Immunovative, Inc. and its wholly-owned Canadian subsidiary, Immunovative Canada, Inc. (formerly known as WTL Renewable Energies, Inc.)  All inter-company transactions have been eliminated in consolidation.

Net Loss Per Common Share

The Company computes per share amounts in accordance with ASC Topic 260 Earnings per Share (EPS) which requires presentation of basic and diluted EPS.  Basic EPS is computed by dividing the income (loss) available to Common Stockholders by the weighted-average number of common shares outstanding for the period.  Diluted EPS is based on the weighted-average number of shares of Common Stock and Common Stock equivalents outstanding during the periods.  A fully diluted calculation is not presented since the results would be anti-dilutive.

Stock-Based Compensation

The Company accounts for Stock-Based Compensation under ASC 718 “Compensation-Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions.  ASC 718-10 requires measurement of cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions).  Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.

The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees.  Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.  Any stock options or warrants issued to non-employees are recorded in expense and an offset to additional paid-in capital in shareholders’ equity/(deficit) over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options or warrants at the end of each period.

The Company issues stock to consultants for various services.  The costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.  The value of the common stock is measured at the earlier of (1) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (2) the date at which the counterparty’s performance is complete.  The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services.

Comprehensive Income

The Company has adopted ASC 211-05 effective January 1, 2012 which requires entities to report comprehensive income within a continuous statement of comprehensive income.

Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income.

Income Taxes

The Company accounts for income taxes utilizing the liability method of accounting.  Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse.  Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.

Impairment of Long-Lived Assets

Long-lived assets, primarily fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable.  The Company will perform a periodic assessment of assets for impairment in the absence of such information or indicators.  Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable.  For long-lived assets to be held and used, the Company would recognize an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value.

Research and Development

The Company expenses research and development costs as incurred.

Fair Value Measurements

ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements.

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities);

Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);  and

Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Financial instruments classified as Level 1 - quoted prices in active markets include cash.

These consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments.  Changes in such judgments could have a material impact on fair value estimates.  In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes.  Changes in economic conditions may also dramatically affect the estimated fair values.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2012.  The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments.  These financial instruments include cash, accounts payable, accrued expenses and due to related parties.

Uncertainty in Income Taxes

Income taxes are accounted for under the liability method of accounting for income taxes.  Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases.  Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled.  The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs.  Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.

ASC 740 “Income Taxes” clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.  This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position.  If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company does not meet the more-likely-than-not threshold as of June 30, 2012.

Recent Accounting Pronouncements

In June 2011, the FASB issued ASU No. 2011-05 which amends ASC Topic 220, Comprehensive Income.  Under the amendment, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  In both choices, an entity is required to present each component of net income along with total income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income.  This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity.  The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.  The amendments in this ASU should be applied retrospectively.  Additionally, the FASB issued a second amendment to ASC Topic 220 in December 2011, ASU No. 2011-12, which allows companies the ability to defer certain aspects of ASU 2011-05.  For public entities, these amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.  The amendments do not require any transition disclosures.  The Company has adopted this ASC retroactively.

On September 15, 2011, the FASB issued ASU 2011-08, Intangibles-Goodwill and Other, which simplifies how an entity is required to test Goodwill for impairment.  This ASU will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test.  Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based upon qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount.  The ASU includes a number of factors to consider in conducting the qualitative assessment.  The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  Early adoption is permitted.  The Company does not expect the provisions of ASU 2011-08 to have a material effect on the financial position, results of operations, or cash flows of the Company.

Management does not believe any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements.

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Consoldiated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2012	Mar. 31, 2012
STOCKHOLDERS' DEFICIT
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, Authorized	1,000,000,000	1,000,000,000
Common stock, Issued	135,651,647	116,667,888
Common stock, outstanding	135,651,647	116,667,888

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12. Subsequent Events

3 Months Ended

Jun. 30, 2012

Subsequent Events [Abstract]

12. Subsequent Events

Subsequent to the three months ended June 30, 2012, the Company, through various private placements, sold approximately 13,263,000, shares of its common stock at $0.10 per share aggregating $1,326,300.

Subsequent to June 30, 2012, the Company advanced Immunovative Therapies, Ltd. under the license agreement (see Note E) $321,000.

On July 1, 2012, the Company entered into a consulting agreement with an individual to render strategic advisory services.  The agreement is for one year and requires the issuance of 500,000 shares of the Company’s common stock.

On July 23, 2012, the Company entered into a consulting agreement with Wall Street Relations, Inc. to provide strategic advisory services with the implementation of branding concepts, marketing, and strategic introductions to institutional investors and accredited individual investors and introductions to prospective advisory board and management candidates.  The agreement is for a period of six months.  The consultant under the original agreement as consideration will receive 2,000,000 shares of the Company’s common stock and cash fees of $500,000. The cash consideration under the agreement is being amended.  Through August 10, 2012, the Company advanced $730,000 to Wall Street Relations, Inc.

On August 2, 2012, the Company repaid the remaining balance of the note payable of $22,364 and the unpaid accrued interest of $34,102 to the chief executive officer.

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Document and Entity Information	3 Months Ended
	Jun. 30, 2012	Aug. 12, 2012
Document And Entity Information
Entity Registrant Name	IMMUNOVATIVE, INC.
Entity Central Index Key	0001142790
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		140,596,457
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013

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2. Summary of Significant Accounting Policies (Policies)

3 Months Ended

Jun. 30, 2012

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Foreign Currency Translation

Foreign Currency Translation

Commencing with the quarter ended June 30, 2012, the Company considers the U.S. dollar to be its functional currency.  Prior to March 31, 2012, the Company considered the Canadian dollar to be its functional currency.  Assets and liabilities were translated into US dollars at year-end exchange rates.  Statement of operations amounts were translated using the average rate during the year.  Gains and losses resulting from translating foreign currency financial statements were included in accumulated other comprehensive gain or loss, a separate component of stockholders’ deficit.  As a result of the change in functional currency from Canadian to U.S. dollar, an accumulated comprehensive loss of $3,163 remains resulting from the conversion of a Canadian bank account.

Cash Equivalents

Cash Equivalents

For purposes of reporting cash flows, cash equivalents include investment instruments purchased with an original maturity of three months or less.  The Company had a certificate of deposit expiring on December 31, 2011.

Equipment and Depreciation

Equipment and Depreciation

Equipment is stated at cost and is depreciated using the straight line method over the estimated useful lives of the respective assets.  Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized.  When equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations.

Intangible Assets

Intangible Assets

Intangible assets are stated at cost and amortized over five years.

Net Loss Per Common Share

Net Loss Per Common Share

The Company computes per share amounts in accordance with ASC Topic 260 Earnings per Share (EPS) which requires presentation of basic and diluted EPS.  Basic EPS is computed by dividing the income (loss) available to Common Stockholders by the weighted-average number of common shares outstanding for the period.  Diluted EPS is based on the weighted-average number of shares of Common Stock and Common Stock equivalents outstanding during the periods.  A fully diluted calculation is not presented since the results would be anti-dilutive.

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for Stock-Based Compensation under ASC 718 “Compensation-Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions.  ASC 718-10 requires measurement of cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions).  Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.

The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees.  Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.  Any stock options or warrants issued to non-employees are recorded in expense and an offset to additional paid-in capital in shareholders’ equity/(deficit) over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options or warrants at the end of each period.

The Company issues stock to consultants for various services.  The costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.  The value of the common stock is measured at the earlier of (1) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (2) the date at which the counterparty’s performance is complete.  The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services.

Comprehensive Income

Comprehensive Income

The Company has adopted ASC 211-05 effective January 1, 2012 which requires entities to report comprehensive income within a continuous statement of comprehensive income.

Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income.

Income Taxes

Uncertainty in Income Taxes

Income taxes are accounted for under the liability method of accounting for income taxes.  Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases.  Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled.  The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs.  Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.

ASC 740 “Income Taxes” clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.  This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position.  If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company does not meet the more-likely-than-not threshold as of June 30, 2012.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Long-lived assets, primarily fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable.  The Company will perform a periodic assessment of assets for impairment in the absence of such information or indicators.  Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable.  For long-lived assets to be held and used, the Company would recognize an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value.

Research and Development

Research and Development

The Company expenses research and development costs as incurred.

Fair Value Measurements

Fair Value Measurements

ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements.

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities);

Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);  and

Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Financial instruments classified as Level 1 - quoted prices in active markets include cash.

These consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments.  Changes in such judgments could have a material impact on fair value estimates.  In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes.  Changes in economic conditions may also dramatically affect the estimated fair values.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2012.  The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments.  These financial instruments include cash, accounts payable, accrued expenses and due to related parties.

Uncertainty in Income Taxes

Uncertainty in Income Taxes

Income taxes are accounted for under the liability method of accounting for income taxes.  Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases.  Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled.  The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs.  Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.

ASC 740 “Income Taxes” clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.  This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position.  If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company does not meet the more-likely-than-not threshold as of June 30, 2012.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In June 2011, the FASB issued ASU No. 2011-05 which amends ASC Topic 220, Comprehensive Income.  Under the amendment, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  In both choices, an entity is required to present each component of net income along with total income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income.  This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity.  The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.  The amendments in this ASU should be applied retrospectively.  Additionally, the FASB issued a second amendment to ASC Topic 220 in December 2011, ASU No. 2011-12, which allows companies the ability to defer certain aspects of ASU 2011-05.  For public entities, these amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.  The amendments do not require any transition disclosures.  The Company has adopted this ASC retroactively.

On September 15, 2011, the FASB issued ASU 2011-08, Intangibles-Goodwill and Other, which simplifies how an entity is required to test Goodwill for impairment.  This ASU will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test.  Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based upon qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount.  The ASU includes a number of factors to consider in conducting the qualitative assessment.  The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  Early adoption is permitted.  The Company does not expect the provisions of ASU 2011-08 to have a material effect on the financial position, results of operations, or cash flows of the Company.

Management does not believe any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements.

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Consoldiated Statements of Operations (Unaudited) (USD $)	3 Months Ended		7 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012
OPERATING EXPENSES
General and Administrative	$ 623,601		$ 4,391,033
Research and Development	243,050		1,062,214
Depreciation Expense	3,280		5,948
Total Expenses	869,931		5,459,195
LOSS FROM OPERATIONS	869,931		5,459,195
OTHER EXPENSE
Interest expense	2,502		8,406
Total Other Expense	2,502		8,406
LOSS FROM CONTINUING OPERATIONS	(872,433)		(5,467,601)
DISCONTINUED OPERATIONS
Loss from operations of discontinued operations		(408,336)
NET LOSS	(872,433)	(408,336)	(5,467,601)
OTHER COMPREHENSIVE INCOME (LOSS)
Translation adjustment	(920)	(251)	(920)
COMPREHENSIVE LOSS	$ (873,353)	$ (408,587)	$ (5,468,521)
NET LOSS PER SHARE (Basic and Diluted)
Loss from continuing operations	$ (0.01)
Loss from discontinued operations		$ (0.01)
Net loss per share	$ (0.01)	$ (0.01)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	122,304,734	56,838,026

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7. Note Payable to Chief Executive Officer

3 Months Ended

Jun. 30, 2012

Notes to Financial Statements

7. Note Payable to Chief Executive Officer

On January 21, 2010, the Company issued to its Chief Executive Officer a $172,364 promissory note maturing on January 21, 2012.  The note bears interest at the rate of 10% per annum and is payable at maturity.  The face amount of the loan plus accrued interest is convertible into unregistered common stock of the company at the lesser of 100% of the volume weighted average price (“VWAP”) of common stock as reported by Bloomberg L.P. on the day prior to the conversion date and a 15% discount to the lowest daily closing “VWAP” of common stock during the five days prior to the conversion date.  The Company, in accordance with EITF 98-5 and 00-27, utilized the Market approach to value the debt instrument and concluded that a beneficial conversion feature exists since the effective conversion price of shares was less than the stock price at commitment date.  The 15% discount created a beneficial conversion feature at the commitment date aggregating $55,923 which was accreted monthly from the issuance date of the promissory note through maturity and was recorded as additional interest expense.   During the three months ended June 30, 2012 and the year ended March 31, 2012, $10,000 and $120,000 of the note was repaid. Accordingly, at June 30, 2012 and March 31, 2012, the loan balance is $42,364 and $52,364.  On August 2, 2012, the remaining balance of the loan plus accrued interest of $34,102 was repaid.

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6. Note Payable to Caete Invest & Trade, S.A.

3 Months Ended

Jun. 30, 2012

Debt Disclosure [Abstract]

6. Note Payable to Caete Invest & Trade, S.A.

On November 1, 2009, the Company issued a $242,000 promissory note to Caete Invest & Trade, S.A. maturing on October 31, 2010.  The note bears interest at the rate of 10% per annum and is payable at maturity. The face amount of the note plus accrued interest is convertible into unregistered common stock of the company at the lesser of 100% of the volume weighted average price (“VWAP”) of common stock as reported by Bloomberg L.P. on the day prior to the conversion date and a 15% discount to the lowest daily closing “VWAP” of common stock during the five days prior to the conversion date.  The Company, in  accordance  with  EITF 98-5  and  00-27, utilized  the  Market  approach  to  value  the  debt  instrument and concluded that a beneficial conversion feature exists since the effective conversion price of shares was less than the stock price at commitment date.  The 15% discount created a beneficial conversion feature at the commitment date aggregating $36,300 which was accreted monthly from the issuance date of the promissory note through maturity and was recorded as additional interest expense.   On February 4, 2010, $62,428 of the loan was repaid.  The loan balance was $179,572 at March 31, 2012.  On April 26, 2012, through an assignment of the Debt Agreement, Caete Invest & Trade, S.A. agreed to sell and/or assign the debt, including interest owed by the Company to a third party investor/shareholder of the Company who repaid Caete Invest & Trade, S.A. The assignment transferred to the individual any and all rights, interests and claim arising under the original note agreement.  On May 21, 2012, the note was converted into 2,720,000 shares of the Company’s common stock.

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9. Warrants (Details)	3 Months Ended
	Jun. 30, 2012
Warrants Details
Number of Warrants Outstanding, Beginning	394,465
Number of Warrants Issued	450,000
Number of Warrants Exercised
Number of Warrants Outstanding, Ending	844,465
Weighted Average Exercise Price Outstanding, Beginning	0.75
Weighted Average Exercise Price Issued	0.32
Weighted Average Exercise Price Exercised
Weighted Average Exercise Price Outstanding, Ending

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3. Equipment (Tables)

3 Months Ended

Jun. 30, 2012

Text Block [Abstract]

Equipment

	June 30,		March 31,
	2012		2012		Estimated Life
Computer and office equipment	$	47,011	$	47,011	5 years
Less: accumulated depreciation		13,276		10,543
	$	33,735	$	36,468

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10. Stock Options

3 Months Ended

Jun. 30, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

10. Stock Options

On February 1, 2012, the Company awarded 5,000,000 options to purchase common shares to its’ Chief Executive Officer and 5,000,000 options to purchase common shares to the vice president – strategic planning.  These options vested immediately and were for services performed.  The Company recorded stock-based compensation expense of $1,400,000 for the issuance of these options.  The following weighted average assumptions were used for Black-Scholes option-pricing model to value these stock options:

Volatility	220		%
Expected dividend rate		-
Expected life of options in years		10
Risk-free rate		1.87	%

A summary of option activity as of March 31, 2012, and changes during the period then ended, is presented below:

					Weighted
	Weighted				Average
	Average				Remaining		Aggregate
	Exercise		Number of		Contractual		Intrinsic
Options	Price		Shares		Term		Value
Balance March 31, 2012	$	0.10		10,000,000		9.85	$	400,000
Options granted		-		-		-		-
Options exercised		-		-		-		-
Options cancelled/forfeited		-		-		-		-
Balance at June 30, 2012	$	0.10		10,000,000		9.85	$	400,000
Exercisable at June 30, 2012	$	0.10		10,000,000		9.85	$	400,000

The weighted-average grant-date fair value of options granted during the three months ended June 30, 2012 was $0.14.

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8. Stockholders' Equity (Deficit)

3 Months Ended

Jun. 30, 2012

Equity [Abstract]

8. Stockholders' Equity (Deficit)

During the year ended March 31, 2012, the Company sold 13,450,000 shares of its common stock, under private placement agreements, at $0.05 per share aggregating $672,500 and 22,853,560 shares of its common stock @ $0.10 per share aggregating $2,285,356.

On June 15, 2011, the Company entered into a consulting agreement with CSIR Group, Inc. to assist in general business strategies.  In consideration for the services to be rendered, the Company issued 500,000 shares of its common stock at $0.12 per share, the commitment date value aggregating $60,000.  The amount has been recorded as stock based compensation.  The agreement was terminated in August 2011 and the shares are currently under administrative hold waiting for settlement between the parties.

On June 15, 2011, the Company entered into a consulting agreement with SARLA Group, SA to assist in general business strategies.  In consideration for the services to be rendered, the Company issued 1,000,000 shares of its common stock at $0.11 per share, the commitment date value aggregating $110,000.  The amount has been recorded as stock based compensation.

On June 15, 2011, the Company entered into a consulting agreement with Octave LG Investment, Inc. to assist in general business strategies.  In consideration for the services to be rendered, the Company issued 1,000,000 shares of its common stock at $0.11 per share, the commitment date value aggregating $110,000.  The amount has been recorded as stock based compensation.

On July 1, 2011, the Company converted $78,000 of unpaid rent for its headquarters to common stock.  The conversion rate was at $0.11 per share the date on which the conversion occurred.  Accordingly, the Company issued 709,090 shares.

On July 15, 2011, the Company issued 465,000 shares of its common stock to a former consultant in settlement of a consulting agreement.  The shares were valued at $0.10 per share.  Accordingly, stock based compensation in the amount of $46,500 was recorded.

On February 15 and 28, 2012, the Company entered into a consulting agreements with Bridgeview Capital to assist the Company in developing a business strategy, assist in capital introductions and other mutually agreed upon services.  In consideration for these services, the Company issued 3,000,000 shares of its common stock valued at $0.14 per share, the fair market value at the date of commitment.  The shares vest immediately.

On February 15, 2012, the Company entered into a consulting agreement with an individual to assist the Chief Executive Officer with day to day operating activities.  In consideration for these services, the Company, in addition to paying bi-weekly compensation, issued 250,000 shares vesting immediately. The shares were valued at $0.14, the fair market value at the date of commitment.

On February 28, 2012, the Company entered into a consulting agreement with an individual to provide capital introduction and other services as mutually agreed upon with the Company.  In consideration for these services, the Company issued 1,195,000 shares of its common stock valued at $0.14 per share.  The shares vest immediately.

On February 28, 2012, the Company entered into a consulting agreement with Rubicon Capital Advisors, LLC to assist the Company in developing marketing and investor relations strategies and other services as mutually agreed to by the Company and consultant.  In consideration for these services, the Company issued 2,500,000 shares of its common stock valued at $0.14 per share.  The shares are considered earned as of the date of this agreement.

On February 28, 2012, the Company entered into a consulting agreement with Sirton International, Inc. to assist the company in developing a marketing and investor relations, assist the Company in developing an acquisition strategy and structure with the European market and other services as mutually agreed to by the Company and consultant.  In consideration for these services, the Company issued 5,400,000 shares of its common stock valued at $0.14 per share, the fair value of the stock at the date of commitment.  The shares are considered earned as of its date of agreement.

In connection with settlement agreements dated February 21 and 23, 2012, the Company issued 1,100,000 shares of its common stock valued at $0.14 per share to Satellite Advisors Group, LLC and Dr. Stella Snug.

On February 15, 2012, the Company entered into a consulting with an individual to act in the capacity of office manager.  The agreement provides for the issuance of 25,000 shares per month.  During the quarter ended June 30, 2012, the consultant was issued 125,000 shares at an average monthly price of $0.12 per share.

On February 25, 2012, the Company entered into an agreement with Momentum Public Relations, Inc. for strategic business development activities.  In connection with the agreement, the consultant is to receive 600,000 shares of the common stock vesting immediately as of April 1, 2012.  The shares were valued at $0.10 per share, the price at the date of commitment.  The contract is for one year.

On March 15, 2012, the Company entered into a consulting contract with an individual to assist the Company with web design and branding, develop online marketing strategies and other services agreed to between the Company and the consultant.  The agreement is for a period of 24 months.  In addition to cash consideration, the consultant will receive 25,000 shares of the Company’s common stock monthly.  During the quarter ended June 30, 2012, the consultant received 75,000 shares valued at $0.11 per share.

On April 1, 2012, the Company entered into a consulting agreement with an individual to be an advisory board member.  The agreement is for a period of one year.  In addition to cash compensation, the individual will receive 25,000 shares of the Company’s common stock on a monthly basis.  During the quarter ended June 30, 2012, the individual received 75,000 shares of common stock valued at $0.12 per share.

On April 26, 2012, the Company entered into a consulting agreement to provide investor relation services.  The contract is for a period of 12 months and the consultant received 805,000 shares of the Company’s common stock valued at $0.12 per share, the fair market value at the date of commitment.

On May 10, 2012, the Company entered into a consulting agreement with an individual to render strategic marketing services assisting the Company with search engine online marketing strategies and developing such strategies and other services mutually agreed to by the Company and the consultant.  The contract is for a period of twelve months.  As part of the consultant’s compensation, he will receive monthly 15,000 shares of the Company’s common stock.  During the quarter ended June 30, 2012, the consultant received 15,000 shares valued at $0.10 per share, the fair market value at the date of commitment.

On May 15, 2012, the chief executive officer’s contract was amended to award him an additional 2,500,000 shares.  The shares were valued at $0.10 per share, the market value at the date of commitment.

On May 15, 2012, the Company entered into an agreement with a consultant to render strategic advisory services to include securing a well-qualified management team, developing acquisition strategy and other services mutually agreed to by the Company and consultant.  The term of the contract is for 36 months.  In connection with the contract, the consultant was awarded 2,500,000 shares of the Company’s common stock.  The shares were valued at $0.10 per share the market value at the date of commitment.

On May 21, 2012, the Company under the provisions of a note payable to Caete Invest & Trade, S.A., converted the note payable of $179,572 and accrued interest of $46,247, or an aggregate of $225,819, into 2,720,000 shares of the Company’s common stock.

On June 4, 2012, the Company purchased its Internet domain name for $7,500 and the issuance of 200,000 shares of the Company’s common stock valued at $0.125 per share, the market value at the commitment date.

On June 26, 2012, the Company entered into a consulting agreement with XS Invest, LLC and issued 100,000 shares of its common stock at $0.12 per share.

During the quarter ended June 30, 2012, the Company sold for cash, 9,268,759 shares of its common stock at $0.10 per share aggregating $806,876, net of $120,000 paid in introducing fees.

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9. Warrants

3 Months Ended

Jun. 30, 2012

Notes to Financial Statements

9. Warrants

The following table summarizes the activity of the warrants outstanding as at June 30, 2012:

	Number of Warrants		Exercise Price		Expiration Date
Balance March 31, 2012 (1)		394,465	$	0.75	7/2012 –8/2014
Issued on June 5, 2012 (2)		200,000	$	0.15	6/5/15
Issued on June 14, 2012 (2)		250,000	$	0.18	6/14/15
Exercised		—
Balance June 30, 2012		844,465

(1)	Private Placement Agreements
(2)	Consulting Agreements

The warrants were valued utilizing the following assumption employing the Black-Scholes Pricing Model:

	Consulting		Private
	Agreements		Placements
Volatility	241.65% to 244.92%		94.99% to 195.52%
Risk-free rate	1.34% to 0.41%		1.42% to 1.52%
Dividend		-		-
Expected life of warrants		3		3

The warrants issued to consultants during the quarter ended June 30, 2012 were in connection with obtaining funds under private placement agreements.  Accordingly, the expense of $47,000 has been charged to additional paid in capital.

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11. Commitments and Contingencies

3 Months Ended

Jun. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

11. Commitments and Contingencies

On January 31, 2012, the Company entered into a three year lease for its corporate office.  This requires a monthly payment of $2,150 per month.  Required annual payments are as follows: 2013-$25,800; 2014-$25,800; and 2015-$15,050.

The Company’s employment agreement with its chief executive officer has compensation payable at $10,000 per month with the contract expiring in July 2012.

In connection with the Company’s consulting contracts, the Company has commitments for monthly payments of $9,500 for the ensuing twelve months and $9,000 per month for the ensuing 36 months.

On May 15, 2012, the Company amended the Chief Executive Officer’s employment agreement to include additional awards of the Company’s common stock, should the Company raise a total of $7,500,000 in equity financing, he will earn an additional 2,500,000 shares of the Company’s common stock at current prices.

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10. Stock Options (Tables)

3 Months Ended

Jun. 30, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Pricing model to value Stock Options

Volatility	220		%
Expected dividend rate		-
Expected life of options in years		10
Risk-free rate		1.87	%

Stock Options

					Weighted
	Weighted				Average
	Average				Remaining		Aggregate
	Exercise		Number of		Contractual		Intrinsic
Options	Price		Shares		Term		Value
Balance March 31, 2012	$	0.10		10,000,000		9.85	$	400,000
Options granted		-		-		-		-
Options exercised		-		-		-		-
Options cancelled/forfeited		-		-		-		-
Balance at June 30, 2012	$	0.10		10,000,000		9.85	$	400,000
Exercisable at June 30, 2012	$	0.10		10,000,000		9.85	$	400,000

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10. Stock Options (Details 1) (USD $)	3 Months Ended
	Jun. 30, 2011
Stock Options Details 1
Number of Options Outstanding, Beginning	10,000,000
Number of Options Granted
Number of Options Exercised
Number of Options Forfeited
Number of Options Outstanding, Ending	10,000,000
Number of Options Exercisable	10,000,000
Weighted Average Exercise Price Outstanding, Beginning	$ 0.10
Weighted Average Exercise Price Granted
Weighted Average Exercise Price Exercised
Weighted Average Exercise Price Forfeited
Weighted Average Exercise Price Outstanding, Ending	$ 0.10
Weighted Average Exercise Price Exercisable	$ 0.10
Weighted Average Remaining Contractual Life (in years) Outstanding	9 years 10 months 6 days
Weighted Average Remaining Contractual Life (in years) Exercisable	9 years 10 months 6 days
Aggregate Intrinsic Value Outstanding, Beginning	$ 400,000
Aggregate Intrinsic Value Granted
Aggregate Intrinsic Value Exercised
Aggregate Intrinsic Value Forfeited/canceled
Aggregate Intrinsic Value Outstanding, Ending	400,000
Aggregate Intrinsic Value Exercisable	$ 400,000

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Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended		7 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (872,433)	$ (408,336)	$ (5,467,601)
Loss from Discontinued operations
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Stock based compensation	304,969	72,125	3,457,269
Shares issued in Settlement Agreement			153,000
Note payable discount amortization		3,044
Depreciation and amortization	3,280	1,000	6,077
Decrease (increase) in assets
Prepaid expense			4,494
Increase (decrease) in liabilities
Accounts Payable	52,506	2,511	36,063
Accrued salaries and wages	20,448		20,448
Accrued interest	2,502	21,287	13,950
Accrued expense	5,640		23,812
Accrued professional fees	(52,552)	(25,333)	(205,847)
Related party payables	(2,500)	9,784	(99,071)
Cash used in operating activities	(538,140)	(323,918)	(2,057,406)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Equipment			(21,009)
Purchase of intangible assets-domain name	(7,893)		(7,893)
Purchase of marketable securities	(300,000)		(300,000)
Cash used in investing activities	(307,893)		(328,902)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of note payable to Chief Executive Officer	(10,000)	(45,000)	(85,000)
Sale of Common Stock	926,876	362,500	2,992,232
Commisions paid on sale of common stock	(120,000)		(120,000)
Cash provided by financing activities	796,876	317,500	2,787,232
Foreign Currency Translation Effect	(920)	(251)	(920)
NET INCREASE (DECREASE) IN CASH	(50,077)	(6,669)	400,004
CASH, BEGINNING OF PERIOD	619,624	8,730	169,543
CASH, END OF PERIOD	569,547	2,061	569,547
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest and Taxes Paid
NON CASH ITEMS
Conversion of note payable-Caete Invest & Trade, S.A. to common stock	(179,572)		(179,572)
Conversion of accrued interest on Caete Invest & Trade, S.A. to common stock	(46,247)		(46,247)
Purchase of intangible asset-domain with commons stock	(25,000)		(25,000)
Issuance of common stock	29		29
Additional paid-in-capital	$ 250,790		$ 250,790

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5. License Agreement

3 Months Ended

Jun. 30, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

5. License Agreement

On December 12, 2011, the Company entered into a License Agreement (the “License Agreement”) with Immunovative Therapies, Ltd., an Israeli Corporation (“ITL”), pursuant to which the Company received an immediate exclusive and worldwide license to commercialize all product candidates (the “Licensed Products”) based on ITL’s current and future patents and a patent in-licensed from the University of Arizona.  The license granted covers two experimental products for the treatment of cancer in clinical development called AlloStim TM and Allo Vaz TM (“Licensed Products”).

In exchange for the license, the Company has undertaken an obligation to pay ITL $10 million from the date of the License Agreement until the date that is two years after receiving notice from a regulatory agency in the US, Canada, EU or Thailand of approval to commence a Phase II/III clinical trial (“Regulatory Notice”).  The $10 million due from the Company under the License Agreement is to be paid in the following installments: (i) $450,000 upon the signing of the Agreement (paid in February 2012), (ii) $150,000 at the start of each month after ITL submits to a peer-reviewed  journal a manuscript for publication describing the results of the Phase I/II clinical trial conducted pursuant to IND 13,9361 until the $10 million has been paid, (iii) $2 million within 60 days of receiving Regulatory Notice and (iv) at any time that the Company chooses prior to the dates above.

Upon successful completion of a randomized Phase II/III clinical trial (the “Clinical Trial”) designed to prove the efficacy of at least one of the Licensed Products, the Company and ITL have agreed to consummate a merger transaction (either directly or through a subsidiary of the Company) with the ITL shareholders immediately prior to the merger owning 75% of the post-merger shares and the shareholders of the Company immediately prior to the merger owning 25% of the post-merger shares on a fully diluted basis.  The successful completion of the Clinical Trial shall be defined as the date that the treatment protocol for the number of evaluable subjects necessary to conduct a statistical analysis comparing a placebo control group with a Licensed Product is completed, whereby there is sufficient power to detect a statistically significant (p<0.10) increase in overall survival of 50% or greater of the Licensed Product as compared to the placebo.

The License Agreement provides that the percentage of the post-merger shares that the shareholders of the Company immediately prior to the merger will increase in certain circumstances, including if the Company provides ITL more than the $10 million set out in the License Agreement and if ITL has outstanding debt (excluding any liabilities owed to patent attorney or for patent maintenance fees) at the time of the merger.  Likewise the License Agreement provides that the percentage of the post-merger shares that the shareholders of the Company immediately prior to the merger will decrease in certain circumstances, including if ITL raises funds on its own or if the Company has outstanding debts at the time of the merger.

If there is a successful completion of a Clinical Trial but the Company has not paid the full $10 million, the parties may agree to merge or the Company may receive shares of ITL based on the amount of funds that the Company has provided ITL and the license will terminate.  If there is not a successful completion of a Clinical Trial and the Company decides to continue to fund the clinical trials, the Company will receive shares in ITL for any additional payments more than $10 million.  In each of these instances, the shares that the Company will receive will be based on a valuation (prior to the funds provided by the Company) of ITL of $30 million, which can be decreased for any outstanding debts (with the exception of patent related debts and trade liabilities) of ITL or increased for any funds raised by ITL on its own.

If the Company pays all amounts due under the License Agreement, but there is no successful completion of a Clinical Trial, the Company and ITL may nevertheless agree to merge.  If they do not, the Company shall maintain the license granted under the License Agreement.  As of June 30, 2012, the Company has paid ITL $1,062,214 and recorded the payment as Research and Development expenses.  Subsequent to June 30, 2012, the Company has paid ITL an additional $321,000 for a total since inception of $1,383,214.

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1. Nature of Business and Going Concern (Details Narrative) (USD $)	Jun. 30, 2012
Nature Of Business And Going Concern Details Narrative
Accumulated Comprehensive Loss-Currency Translation	$ 3,163

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9. Warrants (Tables)

3 Months Ended

Jun. 30, 2012

Notes to Financial Statements

Warrants

	Number of Warrants		Exercise Price		Expiration Date
Balance March 31, 2012 (1)		394,465	$	0.75	7/2012 –8/2014
Issued on June 5, 2012 (2)		200,000	$	0.15	6/5/15
Issued on June 14, 2012 (2)		250,000	$	0.18	6/14/15
Exercised		—
Balance June 30, 2012		844,465

(1)	Private Placement Agreements
(2)	Consulting Agreements

The warrants were valued utilizing the following assumption employing the Black-Scholes Pricing Model:

	Consulting		Private
	Agreements		Placements
Volatility	241.65% to 244.92%		94.99% to 195.52%
Risk-free rate	1.34% to 0.41%		1.42% to 1.52%
Dividend		-		-
Expected life of warrants		3		3