10-K/A

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)                                                                                                                                                                                        

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

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

For the transition period from ___________ to ___________

Commission file number: 333-183246

 

HANOVER PORTFOLIO ACQUISITIONS, INC.

 (Exact name of registrant as specified in its charter)

Delaware	45-2552528
State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)
6320 Canoga Avenue, 15th Floor Woodland Hills, CA	91367
(Address of principal executive offices)	(Zip Code)

 Registrant’s telephone number, including area code: (800) 489-4774

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes [   ]   No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes [X]   No [   ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ]   No [X]  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [X]   No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K.   [   ]

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

Large accelerated filer	[   ]	Accelerated filer	[   ]
Non-accelerated filer (Do not check if a smaller reporting company)	[   ]	Smaller reporting company	[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes [  ]   No [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2012: N/A.

As of April 16, 2013, the registrant had 66,403,824 shares of its common stock, par value $0.001 per share, outstanding.

Documents Incorporated by Reference:  None.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on April 16, 2013, is solely to furnish Exhibit 101 to the Form 10-K 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-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, 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-K.

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 15. Exhibits, Financial Statement Schedules.

(3) Exhibits

EXHIBIT NUMBER	DESCRIPTION
2.1	Share Exchange Agreement (1)
3.1	Articles of Incorporation (2)
3.2	By-Laws (2)
3.3	Agreement and Plan of Merger (2)
3.4	Certificate of Designation (3)
31.1	Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Schema
101.CAL*	XBRL Taxonomy Calculation Linkbase
101.DEF*	XBRL Taxonomy Definition Linkbase
101.LAB*	XBRL Taxonomy Label Linkbase
101.PRE*	XBRL Taxonomy Presentation Linkbase

(1)	Incorporated by reference to the current report on Form 8-K filed with the Securities and Exchange Commission on March 21, 2012.
(2)	Incorporated by reference to the registration statement filed with the Securities and Exchange Commission on September 22, 2011.
(3)	Incorporated by reference to the annual report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2013.

In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

*  XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of this annual report or purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on this 3^rd day of May, 2013.

HANOVER PORTFOLIO ACQUISITIONS, INC.
By:	/s/Alan Collier
	Alan Collier
	Chief Executive Officer (Duly Authorized, Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/Alan Collier	Chief Executive Officer , Interim Chief Financial Officer, Secretary and Director	May 3, 2013
Alan Collier	(Principal Executive, Financial and Accounting Officer)

EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer and Principal Financial Officer

Pursuant to 18 U.S.C. 1350

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Alan Collier, certify that:

1. I have reviewed this Annual Report on Form 10-K of Hanover Portfolio Acquisitions, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

Dated:   May 3, 2013	/s/ Alan Collier
	Chief Executive Officer , Interim Chief Financial Officer, Secretary and Director
	(Principal Executive, Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certifies, in his capacity as the Chief Executive Officer and Interim Chief Financial Officer of Hanover Portfolio Acquisitions, Inc. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1)  The Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:   May 3, 2013	/s/ Alan Collier
	Chief Executive Officer , Interim Chief Financial Officer, Secretary and Director
	(Principal Executive, Financial and Accounting Officer)

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Note 3 - Notes payable (Details Narrative) (USD $)	1 Months Ended					2 Months Ended	3 Months Ended	12 Months Ended
	Oct. 31, 2013	Sep. 30, 2013	Jan. 31, 2013	Nov. 30, 2012	Oct. 31, 2012	Nov. 30, 2012	Apr. 16, 2013	Dec. 31, 2012	Dec. 31, 2011
Notes to Financial Statements
Private placement maximum amount								$ 1,000,000
Notes payable issued in the private placement, minimum amount								25,000
Interest rate of notes payable issued in private placement								12.00%
Term of note payable issued in private placement								1 year
Shares of common stock issued for each minimum amount loaned in private placement								102,850
Notes issued in private placement								2
Aggregate principal amount of notes issued in private placement								175,000
Common stock issued for private placement notes								719,950
Fair value of common stock issued for private placement notes								3,917
Noteholders agreeing to extend maturity date of notes					2
Term of extension of maturity date of notes					1 year
Common stock issued for private placement note term extension					175,000
Fair value of common stock issed for private placement note term extension					175
Promissory notes issued				25,000	25,000		150,000
Shares issued						250,000		700,000
Fair value of shares issued						250		53,771
Total outstanding notes payable								236,000	175,000
Maturity of notes payable, amount	50,000	150,000	25,000
Financing amount on vehicle purchase, note payable				64,458
Interest rate of vehicle purchase financing				2.99%
Term of vehicle financing (in months)				60 months
Monthly auto financing payment				$ 1,060

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Note 3 - Notes payable

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

Note 3 - Notes payable

Note 3 - Notes payable

IPR initiated a private placement for up to $1,000,000 of financing by the issuance of notes payable at a minimum of $25,000. The notes bear interest at 12% per annum and are due and payable with accrued interest one year from issuance. Also, IPR agreed to issue 102,850 shares of its common stock for every $25,000 invested.

Under the private placement, the Company has issued a total of two notes for an aggregate principal amount of $175,000. In addition IPR issued 719,950 share of its common stock at a fair value of $3,917 as determined using a valuation performed by a third party valuation firm.

In October 2012, the two note holders agreed to extend the mature date the notes for a period of one year. The Company paid an extension of 175,000 shares of the Company’s common stock at a fair value of $175 as determined by a valuation performed by a third party valuation firm.

In October and November 2012, the Company issued promissory notes in the amounts of $25,000 and $25,000, respectively. In addition the Company issued 250,000 share of its common stock at a fair value of $250 as determined by a valuation performed by a third party valuation firm.

The total outstanding of $225,000 as of December 31, 2012, $150,000 matures in September 2013, $50,000 matures in October 2013 and $25,000 matures in January 2013.

In November 2012, the Company purchased a vehicle for $64,458. The purchase was finances through a note payable for $64,458 at interest of 2.99% per annum with sixty payments of $1,060 per month.

The scheduled maturities of notes payable are as follows for the years ending December 31,

2013	$	236,000
2014		11,000
2015		11,677
2016		12,031
2017		12,395
Thereafter		4,555
		287,656
Less: current portion		236,000
Notes payable long-term	$	51,656

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Note 5 - Segment Information (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Segment Information
Net revenues of debt portfolio segment	$ 30,581	$ 0
Net revenues of intellectual property management segment	0	0
Operating loss of intellectual property management segment	1,440,315	463,286
Operating loss of debt portfolio management segment	$ 706,230	$ 0

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Note 4 - Shareholders' Deficit (Details Narrative) (USD $)	1 Months Ended		2 Months Ended	12 Months Ended
	Aug. 31, 2012	May 31, 2012	Nov. 30, 2012	Dec. 31, 2012	Dec. 31, 2011	Aug. 31, 2011
Common Stock
Common stock issued to founders						30,916,710
Award grant shares				32,326,380
Award grant shares vested				13,292,930
Award grant shares unvested				19,033,450
Expense recorder for fair value of shares issued for services				$ 241,635	$ 74,892
Weighted average vesting period on stock grants				2 years 9 months	2 years
Common stock issued for services				2,251,079
Fair value of common stock issued			250	53,771
Common stock issued			250,000	700,000
Common stock issued for cash				175,000
Consultant options issued				2
Consultant options issued, underlying shares				4,000,000
Stock Options
Stock options issued	3,000,000	1,000,000
Stock options, exercise price per share	$ 0.25	$ 0.25
Stock options expiration period	5 years	5 years
Equal stock option installments to vest	12	8
Stock option installment size, shares	250,000	125,000
First vested tranche of the 1,000,000 stock option block	125,000
First vested tranche of the 3,000,000 stock option block	250,000
Estimated Forfeiture rates					0.00%
Weighted average exercise price of options exercisable, duration	$ 0.25	$ 0.25
Weighted average fair value of options granted	0	14,445
Total fair value of stock options vested and charged to expense	$ 0	$ 2,297
Weighted Average Remaining Contractual Life (in years), duration	4 years 6 months	4 years 6 months
Weighted average exercise price of options granted, duration	$ 0.25	$ 0.25
Black Sholes Assumptions For Estimated Fair Value of Stock Options
Expected life (year), duration	3 years	3 years
Risk-Free interest rate, minimum	0.39%	0.39%
Risk-Free interest rate, maximum	0.42%	0.42%
Expected dividend yield	0.00%	0.00%
Volatility, minimum	107.00%	107.00%
Volatility, maximum	112.00%	112.00%

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Note 6 - Income Tax Provision (Details)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
Income tax computed at federal statutory tax rate	(34.00%)	(34.00%)
Change in valuation allowance	39.80%	39.80%
State taxes, net of federal benefit	(5.80%)	(5.80%)
Total	0.00%	0.00%

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Note 6 - Income Taxes (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 550,000
Net operating loss carryforwards expiration year	2036
Valuation allowance percent	100.00%
Interest and penalties	$ 0	$ 0

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Note 2 - License Agreements

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

Note 2 - License Agreements

Note 2 - License Agreements

Personal 3D

Effective September 1, 2011, IPR entered into a license agreement with Personal 3D, Inc. (“P3D”) to acquire the rights to market and distribute certain intellectual property in the territories of the European and Eastern European countries. The term of the license agreement shall be for the greater of the life of the provisional patents, for the technology, or twenty-one years. The term shall automatically renew for an additional one year term unless either party notifies the other that it does not desire to renew the license agreement ninety days before the then-current term of the license agreement expires. The license fee to be paid by IPR was $1,000,0000 and common stock of IPR in an amount that would give P3D 9.9% interest in outstanding common stock of IPR (“Share Issuance”). The Shares Issuance shall be issued on or before October 12, 2011, (were issued on October 17, 2011 the date of incorporation of IPR). The $1,000,000 (“Note Payable – License Fee”) is required to be paid in installments as follows:

a) A payment of $10,000 on, or before, the second business day after the later of the execution and delivery of the license agreement and IPR’s receipt of $150,000 in bridge funding, which occurred on October 18, 2011 and the $10,000 was paid;

b) A payment of $90,000 within two business days after IPR’s receipt of an initial equity funding (excluding the funding referenced in (a) above) in the amount of at least $1,000,000 (which has not occurred as of the date of these consolidated financial statements);

c) A payment of $150,000 within six months after the payment reference in (b) above;

d) A payment of $250,000 twelve months after the payment referenced in (b) above;

e) A final payment of $500,000 eighteen months after the payment referenced in (b) above; and

f) Notwithstanding anything to the contrary, during the first one and half years of the license agreement a minimum of ten percent (10%) of all funding raised by IPR in excess $2,000,000, excluding funding reference in (a) above, shall be used to pay down the $1,000,000

The unpaid balance shall bear simple interest at a rate of 6% per annum commencing on the date of the initial payment of $10,000 as defined in (a) above. Also, in the event of a change in control of IPR the unpaid balance of the note shall accelerate and become immediately payable on five business days.

In addition to the license fee, IPR is required to pay a royalty of 25% of IPR’s quarterly profits from the P3D technology in Europe. Also, P3D has the right to terminate the license agreement

P3D shall have the right to terminate this Agreement if the amount paid in royalties under the license agreement for the twenty-four months, after the $150,000 funding as referenced in (c) above, does not equal or exceed $500,000 or if the amount paid in royalties for the twenty-fifth month through the forty-eighth month, after the $150,000 funding as referenced in (c) above, does not equal or exceed $500,000. IPR in its sole discretion may pay any portion of such minimum royalty to P3D, without regard to the actual amount of royalty generated in order to retain the license.

On October 14, 2012, the Company and P3D entered into an agreement to terminate the license agreement. Under the terms of the termination, P3D was required to surrender the Share Issuance and the IPR was released of its liability under the Note Payable – License Fee. The Company recognized a gain of $96,347 as a result of the termination of this agreement.

The Company's CEO was also the CEO of P3D at the time the license agreement was executed, however he resigned from P3D prior to the execution of the license rescission agreement.

CPAIR, Inc.

Effective November 11, 2011, IPR entered into an Exclusive License Agreement with CPAIR, Inc. (“CPaiR”) to acquire the rights to market and distribute certain intellectual property on a worldwide basis except for the United States. The terms of the license agreement shall be for the greater of the life of the provisional patents, for the technology, or twenty-one years. The term shall automatically renew for an additional one year term unless either party notifies the other that it does not desire to renew the license agreement ninety days before the then-current term of the license agreement expires. Under the Exclusive License Agreement, if IPR enters into a sublicense agreement, IPR is required to pay CPaiR 20% of royalties received by IPR. If IPR elects to distribute the product, without sublicenses, then CPaiR receives 10% of gross revenues. Also, IPR is required to pay to CPaiR 20% of any upfront license fee actually received by IPR in connection with the CPaiR intellectual property and 20% of the quarterly revenue actually received by IPR in connection with such intellectual property. If IPR does not pay a minimum of $1,000,000 to CPaiR within a period of three years from the Effective date, the license agreement will terminate. IPR has the right to pay the difference between the amounts paid by IPR and the minimum payment of $1,000,000. Under the terms of the agreement, IPR was not required to pay an upfront license fee.

American Cryostem Corp.

Effective January 27, 2012, IPR entered into a License Agreement with American Cryostem Corp. ("ACSC") to acquire the rights to and to distribute certain intellectual property in China and Brazil. The term of the License Agreement shall be for one year. The term shall automatically renew for an additional one-year term unless either party notifies the other that it does not desire to renew the License Agreement. Under the License Agreement, any distributer or sub-licensee, engaged by IPR, must pay a 25% of its quarterly gross revenue. Of the 25% of quarterly gross revenue, IPR and ACSC split 50/50. In the event that IPR receives any upfront license fee from a sub-licensee, IPR is required to pay to ACSC 50% of any upfront license fee actually received. Under the terms of the agreement, IPR was not required to pay an upfront license fee.

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Note 8 - Subsequent Events (Details Narrative) (USD $)	Apr. 02, 2013	Jan. 31, 2013	Jan. 16, 2013	Jan. 14, 2013 January 14, 2013 A	Jan. 14, 2013 January 14, 2013 B
Aggregate principal amount of promissory note issued by the Company		$ 100,000		$ 25,000	$ 25,000
Common shares issued for notes as a loan fee		500,000		125,000	125,000
Note interest rate per annum		10.00%		10.00%	10.00%
Maturity date of note		Jan. 30, 2014		Apr. 14, 2013	Jul. 01, 2013
Marketing agreement with shares paid as consideration			1,200,000
Common stock issued to Aviva for all of their outstanding shares, shares	6,000,000

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Consolidated Balance Sheets (USD $)	Dec. 31, 2012	Dec. 31, 2011
Current Assets
Cash	$ 800	$ 9,444
Total Current Assets	800	9,444
Property Plant and Equipment, net	65,301	0
Investment in equity securities	12,000	0
Intangible Assets	0	984,127
Total Assets	78,101	993,571
Current Liabilities
Accounts payable and accrued expenses	1,516,600	275,798
Current portion - notes payable license fee	0	240,000
Notes payable- current portion	236,000	175,000
Total Current Liabilities	1,752,600	690,798
Acquisition payable	155,000	0
Note payable - less current portion	51,656	0
Note payable - license fee, less current portion	0	750,000
Total Liabilities	1,959,256	1,440,798
Shareholders' Deficit
Common stock, 0.001 par value, 53,692,673 and 38,312,812 shares issued and outstanding	5,370	3,832
Additional paid-in capital	554,062	74,977
Accumulated deficit	(2,440,587)	(526,036)
Total Shareholders' Deficit	(1,881,155)	(447,227)
Total Liabilities and Shareholders' Deficit	$ 78,101	$ 993,571

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Consolidated Statement of Cash Flows (USD $)	4 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2012
Cash Flows From Operating Activities
Net loss	$ (526,036)	$ (1,914,551)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense	15,873	37,034
Fair value of equity issued for services	74,892	243,932
Gain from disposition of license agreement	0	(96,347)
Fair value of shares issued with notes payable	3,917	1,525
Acquisition expense	0	155,000
Changes in operating assets and liabilities:
Account receivable	0	4,954
Prepaid expenses	0	(14,000)
Accounts payable and accrued expenses	275,798	1,297,562
Net Cash Used in Operating Activities	(155,556)	(284,891)
Cash Flows From Investing Activities
Purchase of automobile	0	(64,458)
Cash paid for acquisition of HPA, net of cash received	0	53,048
Net Cash Used in Investing Activities	0	(11,410)
Cash Flows From Financing Activities
Sale of common stock	0	175,000
Proceeds from the issuance of notes payable	175,000	114,458
Payment for notes payable	0	(1,801)
Payment for P3D note	(10,000)	0
Net Cash Provided by Financing Activities	165,000	287,657
Net Increase (Decrease) in Cash	9,444	(8,644)
Cash, Beginning of Period		9,444
Cash, End of Period	9,444	800
Supplemental disclosure of cash flow information:
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Noncash investing and financing activities:	0	0
Shares issued for HPA assets	0	60,166
Acquisition of license agreement with note payable	$ 1,000,000	$ 0

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Note 1 - Organization and Significant Accounting Policies (Details Narrative) (USD $)	1 Months Ended		3 Months Ended	12 Months Ended		48 Months Ended
	Nov. 30, 2012	Oct. 31, 2012	Apr. 16, 2013	Dec. 31, 2017	Dec. 31, 2012	Dec. 31, 2016	Mar. 14, 2012	Dec. 31, 2011
Reverse Acquisition
IPR common shares transferred for HPA common shares per Share Exchange Agreement							33,234,294
Cash payment pleged by IPR per Share Exchange Agreement							$ 155,000
Share exchange ratio							1.2342
Shares of HPA issued for IPR shares							41,017,766
Payment due recorded as long-term liability acquisition payable							155,000
Maximum percent of IPR proceeds from any private placement or gross profits earned by IPR agreed to be paid to HPA until the obligation is satisfied							25.00%
Percent of shares owned by former shareholders of IPR							89.00%
Shares issued in acquisition							4,557,545
Value of shares issued in acquisition							60,166
Cash					800		53,048	9,444
Accounts receivable							4,954
Fixed assets					78,101		2,164	993,571
Liabilities					1,959,256		0	1,440,798
Net book value of HPA							60,166
Debt financing raised	25,000	25,000	150,000
Cash equivalents					0			0
Cash deposits into financial institutions insured up to this amount					100,000
Impairment losses related to debt portfolios					0
Property Plant and Equipment
Cost basis					64,458
Accumulated depreciation					1,075
Estimated useful life					5 years
Depreciation expense					1,075
Estimated depreciation expense				$ 11,816		$ 12,891

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Note 3 - Notes payable (Details) (USD $)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Jan. 01, 2018	Dec. 31, 2012	Dec. 31, 2011
Notes to Financial Statements
Notes Payable							$ 287,656
Maturity schedule of notes payable	12,395	12,031	11,677	11,000	236,000
Remaining notes payable						4,555
Less: current portion							236,000	175,000
Notes payable long term							$ 51,656

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Note 1 - Organization and Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

Note 1 - Organization and Significant Accounting Policies

Note 1 – Organization and Significant Accounting Policies

Hanover Portfolio Acquisitions, Inc. (the “Company” or "HPA") operates in two business segments 1) purchases distressed debt portfolios at a significant discount to their face value and seeks to either collect on the outstanding balances or resell some or all of the portfolios and 2) intellectual property licensing and commercialization.

Reverse Acquisition

On March 14, 2012, HPA, entered into a Share Exchange Agreement (“Agreement”) with IPR and certain of its shareholders. Under the Agreement, each participating IPR shareholder exchanged all of their issued and outstanding IPR common shares totaling 33,234,294, free and clear of all liens, and $155,000 for Company common shares of equal to 1.2342 times the number of IPR shares being transferred to the Company for a total of 41,017,766 shares. The $155,000 was not paid at closing.  The Company recorded the $155,000 as long-term liability acquisition payable non-interest bearing. IPR agreed to make payments of up to 25% of the proceeds from any private placement or gross profits earned by IPR until the obligation is satisfied. The percentage of the proceeds to be paid is at the sole discretion of IPR’s Chief Executive Officer and the ex-Chief Executive Officer of the Company based on the liquidity of the Company.

As a result of the Agreement, the former shareholders of IPR owned approximately 89% of the Company and its officer and directors constitute the majority of the officers and directors of the Company at the closing. Since the shareholders, offices and directors of IPR have control of the Company the acquisition constitutes a reverse acquisition, so IPR is the accounting acquirer and HPA is the accounting acquiree. For accounting purposes IPR becomes the parent and HPA becomes a wholly owned subsidiary. In comparison, the legal form of the acquisition is that HPA is the legal parent and IPR is the legal subsidiary.

The accompany consolidated financial statements are presented as IPR being the parent company and HPA as the wholly owned subsidiary with the historical financial position and results of operations being of the operations of IPR, which include the results of operations of HPA from the date of acquisition on March 14, 2012. IPR began its operations on September 1, 2011.

As of the date of the acquisition, the sole director and officer and significant shareholder of HPA was a significant shareholder of IPR. Given the relationship, the transaction is considered not to be an arms length transaction and a step-up in the basis of the assets and liabilities acquired is precluded, as the transfer of assets and liabilities has not been affected. The Company has recorded the acquisition and issuance of 4,557,545 shares of its common stock at a value of $60,166, which is the historical cost basis of HPA as of the date of the transaction. As of the date of the acquisition, HPA balance sheet consisted of cash of $53,048, accounts receivable of $4,954, fixed assets of $2,164 and no liabilities, for a net book value of $60,166.

The following table presents the two companies as if the acquisition occurred as of September 1, 2011:

		For the Year ended December 31, 2012		(Unaudited) HPA January 1, 2012 - March 13, 2012	Pro-forma Adjustments		(Unaudited)
Revenues, net	$	30,581	$	10,351	-	$	40,932
Operating Expenses		1,772,930		22,146	-		1,775,076
Operating Loss		(1,742,349)		(11,795)			(1,754,144)
Other Income (Expense)
Interest expense		(113,549)		-	-		(113,549)
Gain from disposal of license agreement		96,347					96,347
Acquisition cost		(155,000)		-	-		(155,000)
Loss Before Provision for Income Taxes		(1,914,551)		(11,795)			(1,926,346)
Provision for Income Taxes		-		-	-		-
Net Loss	$	(1,914,551)	$	(11,795)		$	(1,926,346)
Basic and diluted loss per common share	$	(0.04)				$	(0.04)
Weighted average common share outstanding - basic and diluted		48,137,820					49,046,839

		For the four months ended December 31, 2011		(Unaudited) HPA four months ended December 31, 2011	Pro-forma Adjustments		(Unaudited)
Revenues, net	$	-	$	17,716	-	$	17,716
Operating Expenses		504,622		44,632	-		549,254
Operating Loss		(504,622)		(26,917)			(531,538)
Other Income (Expense)
Interest expense		(21,414)		-	-		(21,414)
Gain from disposal of license agreement		-		-	-		-
Loss Before Provision for Income Taxes		(526,036)		(26,917)			(552,952)
Provision for Income Taxes		-		-	-		-
Net Loss	$	(526,036)	$	(26,917)		$	(552,952)
Basic and diluted loss per common share	$	(0.01)				$	(0.01)
Weighted average common share outstanding - basic and diluted		36,933,667					41,940,552

IPR Operations

IPR’S operations began on September 1, 2011, and was formally incorporated on October 17, 2011. The financial statements of IPR have been presented in the consolidated financial statements from inception (September 1, 2011).

Going Concern

These accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve month period following the date of these consolidated financial statements. However, the Company has incurred substantial losses, its current liabilities exceed its current assets and available cash is not sufficient to fund the expected future operation. Subsequent to December 31, 2012, the Company has raised $150,000 in debt financing as discussed in Note 6, Subsequent Events. The Company is raising additional capital through debt and equity securities in order to continue the funding of its operations. However, there is no assurance that the Company can raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty.

To reduce the risk of not being able to continue as a going concern, management has implemented its business plan to materialize revenues from it license agreements, has initiated a private placement offering to raise capital through the sale of its common stock and is seeking out profitable companies and debt portfolios for acquisition. Although, uncertainty exists as to whether the Company will be able generate enough cash from operations to fund the Company’s working capital needs or raise sufficient capital to meet the Company’s obligations as they become due, no adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Critical estimates include the value of its debt portfolios, the useful lives of property and equipment, and the valuation of deferred income tax assets. Management uses its historical records and knowledge of its business in making these estimates. Actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid financial instruments with maturity of three months or less to be cash equivalents. As of December 31, 2012 and 2011, the Company had no cash equivalents

Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash. The Company primarily places its cash with high-credit quality financial institutions. Cash deposits up to approximately $100,000 are federally insured. From time-to-time the Company could have deposits in excess of the insured amounts.

Property plant and equipment

Property, plant and equipment are stated at cost.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range between five and seven years.  Expenditures for repairs and maintenance are expensed as incurred.

The majority of the Company’s property, plant and equipment is the Company automobile. As of December 31, 2012, the cost basis was $64,458 with accumulated depreciation of $1,075. The asset is being amortized over its estimated useful life of 5 years. The depreciation expense for the year ended December 31, 2012 was $1,075. The depreciation expense is estimated to be $12,891 over the next four years and $11,816 in the fifth year.

Debt Portfolios

The Company reviews its debt portfolios for impairment each reporting period. If, based on current information and events, the Company determines that it is probable that it will be unable to collect all cash flows expected at acquisition of the portfolio, the Company will record an impairment of the portfolio in earnings to reduce the carrying amount to its fair market value. The Company uses third-party valuations of the resale value of its debt portfolios when assessing impairment. These valuations are based on industry data of portfolios with similar characteristics. The Company recorded $0 of impairment losses related to its debt portfolios during the year ended December 31, 2012. On December 31, 2012 the Company didn’t have any debt portfolios outstanding.

The Company recognizes interest income on notes receivable using the effective interest method. If the Company determines that the recoverability of any of its notes receivable is not probable, it will place the notes on nonaccrual status and will cease recording interest income. Should the Company later determine that the notes receivable balance is recoverable, it will resume the accrual of interest.

Impairment of Long-lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows generated from the asset group to the recorded value of the asset group. If impairment is indicated, the asset is written down to its estimated fair value. There were no such impairments for the years ended December 31, 2012 and 2011.

Investment in equity securities

Investee companies not accounted for under the consolidation or the equity method of accounting are accounted for under the cost method of accounting. Under this method, the Company’s share of the earnings or losses of such Investee companies is not included in the Consolidated Balance Sheet or Statement of Operations. However, impairment charges are recognized in the Consolidated Statement of Operations. If circumstances suggest that the value of the Investee company has subsequently recovered, such recovery is not recorded.

Revenue Recognition

The Company recognizes revenue on its debt portfolios using the cost recovery method in accordance with FASB ASC 310-30. Under the cost recovery method, the Company records cash receipts related to debt portfolios as a reduction of the cost of the debt portfolio. The Company will record revenue related to debt portfolios once cash collections exceed the portfolio’s carrying amount.

Stock-Based Compensation

The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense, net of estimated forfeitures, over the vesting or service period, as applicable, of the stock award using the straight-line method. Because our common stock is thinly traded, we have made estimates of the fair value of the common stock based not only on market prices but other factors such as financial condition and results of operations.

Income Taxes

The Company records a tax provision for the anticipated tax consequences of its reported results of operations. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and income tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized.

The Company has adopted ASC Topic 740, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition. The Company has determined that the adoption did not result in the recognition of any liability for unrecognized tax benefits and that there are no unrecognized tax benefits that would, if recognized, affect the Company’s effective tax rate. Based on the Company’s review of its tax positions as of December 31, 2012 and 2011, no uncertain tax positions have been identified.

The Company has elected to include interest and penalties related to uncertain tax positions as a component of income tax expense. To date, no penalties or interest has been accrued.

Tax years 2008 forward are open and subject to examination by the U.S. taxing authorities. The Company is not currently under examination, nor has it been notified of a pending examination.

Segments

Our chief operating decision-maker is our Chief Executive Officer who reviews financial information. There are segment managers who are held accountable by the chief operating decision-maker for operations, operating results, and planning for levels or components below the consolidated unit level. Accordingly, we have determined that we have two reporting segment and operating unit structure.

Comprehensive Loss

Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translation adjustments and unrealized gains and losses on marketable securities.

Net Income (Loss) per Share

Basic net income (loss) per share is calculated based on the net income (loss) attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted net income (loss) per common share assumes the conversion of all dilutive securities using the if-converted method, and assumes the exercise or vesting of other dilutive securities, such as options, warrants and restricted stock using the treasury stock method. For the years ended December 31, 2012 and 2011 the Company did not have dilutive securities.

Fair Value of Financial Instruments

The Company has adopted accounting standards that define fair value, establish a framework for measuring fair value in accordance with existing generally accepted accounting principles, and expand disclosures about fair value measurements. Assets and liabilities recorded at fair value in the balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The categories are as follows:

Level Input:	Input Definition:
Level I	Inputs are unadjusted, quoted prices for the identical assets or liabilities in active markets at the measurement date.
Level II	Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date.
Level III	Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The carrying amount of certain of the Company’s financial instruments approximates fair value due to the relatively short maturity of such instruments. The fair value of notes payable is not considered to be significantly different than its carrying amount because the stated rates for such debt reflect current market rates and conditions.

Recent Accounting Standard Updates

In February 2013, the FASB issued ASU 2013-02, “Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” with the objective of improving the reporting of reclassifications out of accumulated other comprehensive income. This update requires the effect of significant reclassifications out of accumulated other comprehensive income be shown by component. Significant reclassifications should be shown by the respective line items of net income only if the amount reclassified is required to be reclassified to net income under U.S. GAAP. If the reclassification to net income is not required under U.S. GAAP, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. This update is effective prospectively for our fiscal 2014 and early adoption is permitted. Besides changes to disclosures, we do not expect the adoption of this update to have a significant impact on our consolidated financial statements.

In January 2013, the FASB issued ASU 2013-01, “Balance Sheet (Topic 220)-Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities,” which amends previous guidance on the disclosures about offsetting assets and liabilities on the balance sheet to clarify that the scope of this guidance applies to derivatives (including bifurcated embedded derivatives), repurchase agreements (and reverse repurchase agreements) and securities borrowing (and lending) transactions that are offset or subject to an enforceable master netting arrangement or similar agreement. The guidance becomes effective at the beginning of our fiscal 2014 and should be applied retrospectively for all comparative periods. The adoption of this update is not expected to have a significant impact on our consolidated financial statements.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2012	Dec. 31, 2011
COMMON STOCK
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	75,000,000	75,000,000
Common stock, issued	53,692,673	38,312,812
Common stock, outstanding	53,692,673	38,312,812

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Note 3 - Notes payable (Tables)

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

Scheduled Maturities of Notes Payable

2013	$	236,000
2014		11,000
2015		11,677
2016		12,031
2017		12,395
Thereafter		4,555
		287,656
Less: current portion		236,000
Notes payable long-term	$	51,656

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2012	Apr. 16, 2013
Document And Entity Information
Entity Registrant Name	Hanover Portfolio Acquisitions, Inc.
Entity Central Index Key	0001528172
Document Type	10-K
Document Period End Date	Dec. 31, 2012
Amendment Flag	true
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	Yes
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float		$ 0
Entity Common Stock, Shares Outstanding		66,403,824
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2012
Amendment Description	Amendment #1

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Note 4 - Shareholder's Deficit (Tables)

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

Stock Grants

	Number of shares		Estimated Market value
Beginning balance, September 1, 2011	-
Issued	18,513,000
Vested	(2,776,950)
Forfeited	-
Balance unvested, December 31, 2011	15,736,050	$	267,513
Issued	13,813,380
Vested	(10,515,980)
Forfeited	-
Ending balance, December 31, 2012	19,033,450	$	19,033

Stock Options

	Number of options
Balance unvested, December 31, 2011	-
Issued	4,000,000
Vested	750,000
Forfeited	-
Ending balance, December 31, 2012	4,750,000
December 31, 2012 expected to be vested	750,000

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Consolidated Statements of Operations (USD $)	4 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2012
Income Statement [Abstract]
Revenues, net	$ 0	$ 30,581
Operating Expenses	504,622	1,772,930
Operating Loss	(504,622)	(1,742,349)
Other Income (Expenses)
Interest expense	(21,414)	(113,549)
Gain from disposition of License Agreement	0	96,347
Acquisition expense	0	(155,000)
Loss Before Provision for Income Taxes	(526,036)	(1,914,551)
Provision for Income Taxes	0	0
Net Loss	$ (526,036)	$ (1,914,551)
Basic and diluted loss per common share	$ (0.01)	$ (0.04)
Weighted average common share outstanding - basic and diluted	36,933,007	48,137,820

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Note 6 - Income Taxes

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

Note 6 - Income Taxes

Note 6 – Income taxes

The Company files income tax returns with the Internal Revenue Service (“IRS”) and various state jurisdictions. For jurisdictions in which tax filings are prepared, the Company is subject to income tax examinations by state tax authorities and federal tax authorities for all tax years.

The deferred tax assets are mainly comprised of net loss carryforwards. As of December 31, 2012, the Company had approximately $550,000 of net operating loss carryforwards, that it can use to offset a certain amount of taxable income in the future. These net operating loss carryforwards expire through 2032. The resulting deferred tax asset is offset by a 100% valuation allowance due to the uncertainty of its realization.

A reconciliation of the provision for income tax expense with the expected income tax computed by applying the federal statutory income tax rate to income before provision for income taxes was as follows for the years ended December 31, 2012 and 2011:

	2012		2011
Income tax computed at federal statutory tax rate	-34.0	%	-34.0	%
Change in valuation allowance	39.8	%	39.8	%
State taxes, net of federal benefit	-5.8	%	-5.8	%
Total	0.0	%	0.0	%

The primary difference between income tax expense attributable to continuing operations and the amount of income tax expense that would result from applying domestic federal statutory rates to income before provision for income taxes relates to the change in the valuation allowance.

The Company has adopted the accounting standards that clarify the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the years ended December 31, 2012 and 2011.

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Note 5 - Segment Information

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

Note 5 - Segment Information

Note 5 – Segment Information

The Company has two reporting segments: debt portfolio management and intellectual property management. The debt portfolio segment purchases defaulted unsecured consumer receivables in the secondary market and generate revenue through collections utilizing an outsourced collection network and through the strategic resale of portfolios. The intellectual property management segment licenses various commercially desirable technologies and patents from companies that need operating capital or that need help commercializing their technology and sublicense such technology in designated territories. We have no intersegment sales or transfer. The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. Most of the businesses were acquired as a unit, and the management at the time of the acquisition was retained.

For the year ended December 31, 2012, net revenues of $30,581 and $0, respectively, are contributed from our debt portfolio and intellectual property management segments. For the year ended December 31, 2012, operating losses of $706,230 and $1,440,315, respectively, are contributed from our debt portfolio and intellectual property management segments.

For the period from Inception (September 1, 2011) to December 31, 2011, net revenues of $0, are contributed from each of our debt portfolio and intellectual property management segments. For the period from Inception (September 1, 2011) to December 31, 2011, operating losses of $0 and $463,286, respectively, are contributed from our debt portfolio and intellectual property management segments.

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Note 2 - License Agreements (Details Narrative) (USD $)	18 Months Ended	24 Months Ended		36 Months Ended
	Mar. 01, 2013	Mar. 01, 2017	Mar. 01, 2015	Nov. 11, 2014	Nov. 11, 2012	Oct. 14, 2012	Jan. 27, 2012	Oct. 18, 2011	Oct. 17, 2011	Aug. 31, 2011
P3D Agreement
Minimum license agreement term (in years)										21 years
Renewal term if not cancelled by either party 90 days in advance of expiration										1 year
Minimum required cancellation notification required before expiration date to extend license a year										90 days
Interest in outstanding common stock of IPR that P3D retained									9.90%
Bridge funding received								$ 150,000
License Fee payment paid to IPR after receipt of bridge funding								10,000
Total license fee to be paid by IPR										1,000,000
Distributer or sub licenser payment distribution ratio between IPR and ACSC										1
Fee due after initial equity funding										90,000
Fee payment due within 6 months of equity funding										150,000
Fee payment due within 12 months of equity funding										250,000
Final Fee payment due within 18 months of equity funding										500,000
Minimum percent of non-bridge loan funding to pay down $1,000,000 in first 1.5 years	10.00%
Minimum percentage applies on excess funding over certain amount	2,000,000
Period that minimum percent is applied to										1 year 6 months
Simple interest rate on unpaid balance of license fee commencing on date of first $10,000 payment										6.00%
Period in which license payment is due in full upon change of control of IPR (days)										5 days
Royalty percent payment due from IPR's quarterly profits from P3D technology in Europe										25.00%
Termination right if royalties after the $150,000 funding do not meet a minimum amount		500,000	500,000
Gain from termination of agreement						96,347
CPaiR Agreement
Minimum license agreement term (in years)					21 years
Renewal term if not cancelled by either party 90 days in advance of expiration					1 year
Minimum required cancellation notification required before expiration date to extend license a year					90 days
Minimum payment to CPaiR to avoid termination				1,000,000
Period for which the license agreement must be paid in					3 years
Royalties of sublease agreement paid percentage					20.00%
Payment of upfront license fee for CPaiR technology					20.00%
Percentage of gross revenues paid without subleasing					10.00%
Quarterly revenue paid to CPaiR					20.00%
ACSC Agreement
Upfront license fee paid to ACSC							$ 0
License agreement term (in years)							1 year
Renewal term if not cancelled by either party 90 days in advance of expiration							1 year
Percent of quarterly gross revenue owed by distributor or sub-licensee							25.00%
Gross revenue split ratio between IPR and ACSC							1
Percent of upfront license fee paid to ACSC							50.00%

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Note 6 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

Income Tax Provision

	2012		2011
Income tax computed at federal statutory tax rate	-34.0	%	-34.0	%
Change in valuation allowance	39.8	%	39.8	%
State taxes, net of federal benefit	-5.8	%	-5.8	%
Total	0.0	%	0.0	%

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Note 1 - Organization and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

Reverse Acquisition

Reverse Acquisition

On March 14, 2012, HPA, entered into a Share Exchange Agreement (“Agreement”) with IPR and certain of its shareholders. Under the Agreement, each participating IPR shareholder exchanged all of their issued and outstanding IPR common shares totaling 33,234,294, free and clear of all liens, and $155,000 for Company common shares of equal to 1.2342 times the number of IPR shares being transferred to the Company for a total of 41,017,766 shares. The $155,000 was not paid at closing.  The Company recorded the $155,000 as long-term liability acquisition payable non-interest bearing. IPR agreed to make payments of up to 25% of the proceeds from any private placement or gross profits earned by IPR until the obligation is satisfied. The percentage of the proceeds to be paid is at the sole discretion of IPR’s Chief Executive Officer and the ex-Chief Executive Officer of the Company based on the liquidity of the Company.

As a result of the Agreement, the former shareholders of IPR owned approximately 89% of the Company and its officer and directors constitute the majority of the officers and directors of the Company at the closing. Since the shareholders, offices and directors of IPR have control of the Company the acquisition constitutes a reverse acquisition, so IPR is the accounting acquirer and HPA is the accounting acquiree. For accounting purposes IPR becomes the parent and HPA becomes a wholly owned subsidiary. In comparison, the legal form of the acquisition is that HPA is the legal parent and IPR is the legal subsidiary.

The accompany consolidated financial statements are presented as IPR being the parent company and HPA as the wholly owned subsidiary with the historical financial position and results of operations being of the operations of IPR, which include the results of operations of HPA from the date of acquisition on March 14, 2012. IPR began its operations on September 1, 2011.

As of the date of the acquisition, the sole director and officer and significant shareholder of HPA was a significant shareholder of IPR. Given the relationship, the transaction is considered not to be an arms length transaction and a step-up in the basis of the assets and liabilities acquired is precluded, as the transfer of assets and liabilities has not been affected. The Company has recorded the acquisition and issuance of 4,557,545 shares of its common stock at a value of $60,166, which is the historical cost basis of HPA as of the date of the transaction. As of the date of the acquisition, HPA balance sheet consisted of cash of $53,048, accounts receivable of $4,954, fixed assets of $2,164 and no liabilities, for a net book value of $60,166.

The following table presents the two companies as if the acquisition occurred as of September 1, 2011:

		For the Year ended December 31, 2012		(Unaudited) HPA January 1, 2012 - March 13, 2012	Pro-forma Adjustments		(Unaudited)
Revenues, net	$	30,581	$	10,351	-	$	40,932
Operating Expenses		1,772,930		22,146	-		1,775,076
Operating Loss		(1,742,349)		(11,795)			(1,754,144)
Other Income (Expense)
Interest expense		(113,549)		-	-		(113,549)
Gain from disposal of license agreement		96,347					96,347
Acquisition cost		(155,000)		-	-		(155,000)
Loss Before Provision for Income Taxes		(1,914,551)		(11,795)			(1,926,346)
Provision for Income Taxes		-		-	-		-
Net Loss	$	(1,914,551)	$	(11,795)		$	(1,926,346)
Basic and diluted loss per common share	$	(0.04)				$	(0.04)
Weighted average common share outstanding - basic and diluted		48,137,820					49,046,839

		For the four months ended December 31, 2011		(Unaudited) HPA four months ended December 31, 2011	Pro-forma Adjustments		(Unaudited)
Revenues, net	$	-	$	17,716	-	$	17,716
Operating Expenses		504,622		44,632	-		549,254
Operating Loss		(504,622)		(26,917)			(531,538)
Other Income (Expense)
Interest expense		(21,414)		-	-		(21,414)
Gain from disposal of license agreement		-		-	-		-
Loss Before Provision for Income Taxes		(526,036)		(26,917)			(552,952)
Provision for Income Taxes		-		-	-		-
Net Loss	$	(526,036)	$	(26,917)		$	(552,952)
Basic and diluted loss per common share	$	(0.01)				$	(0.01)
Weighted average common share outstanding - basic and diluted		36,933,667					41,940,552

IPR Operations

IPR Operations

IPR’S operations began on September 1, 2011, and was formally incorporated on October 17, 2011. The financial statements of IPR have been presented in the consolidated financial statements from inception (September 1, 2011).

Going Concern

Going Concern

These accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve month period following the date of these consolidated financial statements. However, the Company has incurred substantial losses, its current liabilities exceed its current assets and available cash is not sufficient to fund the expected future operation. Subsequent to December 31, 2012, the Company has raised $150,000 in debt financing as discussed in Note 6, Subsequent Events. The Company is raising additional capital through debt and equity securities in order to continue the funding of its operations. However, there is no assurance that the Company can raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty.

To reduce the risk of not being able to continue as a going concern, management has implemented its business plan to materialize revenues from it license agreements, has initiated a private placement offering to raise capital through the sale of its common stock and is seeking out profitable companies and debt portfolios for acquisition. Although, uncertainty exists as to whether the Company will be able generate enough cash from operations to fund the Company’s working capital needs or raise sufficient capital to meet the Company’s obligations as they become due, no adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Critical estimates include the value of its debt portfolios, the useful lives of property and equipment, and the valuation of deferred income tax assets. Management uses its historical records and knowledge of its business in making these estimates. Actual results could differ from these estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid financial instruments with maturity of three months or less to be cash equivalents. As of December 31, 2012 and 2011, the Company had no cash equivalents

Credit Risk

Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash. The Company primarily places its cash with high-credit quality financial institutions. Cash deposits up to approximately $100,000 are federally insured. From time-to-time the Company could have deposits in excess of the insured amounts.

Property Plant and Equipment

Property plant and equipment

Property, plant and equipment are stated at cost.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range between five and seven years.  Expenditures for repairs and maintenance are expensed as incurred.

The majority of the Company’s property, plant and equipment is the Company automobile. As of December 31, 2012, the cost basis was $64,458 with accumulated depreciation of $1,075. The asset is being amortized over its estimated useful life of 5 years. The depreciation expense for the year ended December 31, 2012 was $1,075. The depreciation expense is estimated to be $12,891 over the next four years and $11,816 in the fifth year.

Debt Portfolios

Debt Portfolios

The Company reviews its debt portfolios for impairment each reporting period. If, based on current information and events, the Company determines that it is probable that it will be unable to collect all cash flows expected at acquisition of the portfolio, the Company will record an impairment of the portfolio in earnings to reduce the carrying amount to its fair market value. The Company uses third-party valuations of the resale value of its debt portfolios when assessing impairment. These valuations are based on industry data of portfolios with similar characteristics. The Company recorded $0 of impairment losses related to its debt portfolios during the year ended December 31, 2012. On December 31, 2012 the Company didn’t have any debt portfolios outstanding.

The Company recognizes interest income on notes receivable using the effective interest method. If the Company determines that the recoverability of any of its notes receivable is not probable, it will place the notes on nonaccrual status and will cease recording interest income. Should the Company later determine that the notes receivable balance is recoverable, it will resume the accrual of interest.

Impairment of Long-lived Assets

Impairment of Long-lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows generated from the asset group to the recorded value of the asset group. If impairment is indicated, the asset is written down to its estimated fair value. There were no such impairments for the years ended December 31, 2012 and 2011.

Investment in Equity Securities

Investment in equity securities

Investee companies not accounted for under the consolidation or the equity method of accounting are accounted for under the cost method of accounting. Under this method, the Company’s share of the earnings or losses of such Investee companies is not included in the Consolidated Balance Sheet or Statement of Operations. However, impairment charges are recognized in the Consolidated Statement of Operations. If circumstances suggest that the value of the Investee company has subsequently recovered, such recovery is not recorded.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue on its debt portfolios using the cost recovery method in accordance with FASB ASC 310-30. Under the cost recovery method, the Company records cash receipts related to debt portfolios as a reduction of the cost of the debt portfolio. The Company will record revenue related to debt portfolios once cash collections exceed the portfolio’s carrying amount.

Stock-Based Compensation

Stock-Based Compensation

The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense, net of estimated forfeitures, over the vesting or service period, as applicable, of the stock award using the straight-line method. Because our common stock is thinly traded, we have made estimates of the fair value of the common stock based not only on market prices but other factors such as financial condition and results of operations.

Income Taxes

Income Taxes

The Company records a tax provision for the anticipated tax consequences of its reported results of operations. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and income tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized.

The Company has adopted ASC Topic 740, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition. The Company has determined that the adoption did not result in the recognition of any liability for unrecognized tax benefits and that there are no unrecognized tax benefits that would, if recognized, affect the Company’s effective tax rate. Based on the Company’s review of its tax positions as of December 31, 2012 and 2011, no uncertain tax positions have been identified.

The Company has elected to include interest and penalties related to uncertain tax positions as a component of income tax expense. To date, no penalties or interest has been accrued.

Tax years 2008 forward are open and subject to examination by the U.S. taxing authorities. The Company is not currently under examination, nor has it been notified of a pending examination.

Segments

Segments

Our chief operating decision-maker is our Chief Executive Officer who reviews financial information. There are segment managers who are held accountable by the chief operating decision-maker for operations, operating results, and planning for levels or components below the consolidated unit level. Accordingly, we have determined that we have two reporting segment and operating unit structure.

Comprehensive Loss

Comprehensive Loss

Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translation adjustments and unrealized gains and losses on marketable securities.

Net Income (Loss) per Share

Net Income (Loss) per Share

Basic net income (loss) per share is calculated based on the net income (loss) attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted net income (loss) per common share assumes the conversion of all dilutive securities using the if-converted method, and assumes the exercise or vesting of other dilutive securities, such as options, warrants and restricted stock using the treasury stock method. For the years ended December 31, 2012 and 2011 the Company did not have dilutive securities.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company has adopted accounting standards that define fair value, establish a framework for measuring fair value in accordance with existing generally accepted accounting principles, and expand disclosures about fair value measurements. Assets and liabilities recorded at fair value in the balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The categories are as follows:

Level Input:	Input Definition:
Level I	Inputs are unadjusted, quoted prices for the identical assets or liabilities in active markets at the measurement date.
Level II	Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date.
Level III	Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The carrying amount of certain of the Company’s financial instruments approximates fair value due to the relatively short maturity of such instruments. The fair value of notes payable is not considered to be significantly different than its carrying amount because the stated rates for such debt reflect current market rates and conditions.

Recent Accounting Standard Updates

Recent Accounting Standard Updates

In February 2013, the FASB issued ASU 2013-02, “Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” with the objective of improving the reporting of reclassifications out of accumulated other comprehensive income. This update requires the effect of significant reclassifications out of accumulated other comprehensive income be shown by component. Significant reclassifications should be shown by the respective line items of net income only if the amount reclassified is required to be reclassified to net income under U.S. GAAP. If the reclassification to net income is not required under U.S. GAAP, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. This update is effective prospectively for our fiscal 2014 and early adoption is permitted. Besides changes to disclosures, we do not expect the adoption of this update to have a significant impact on our consolidated financial statements.

In January 2013, the FASB issued ASU 2013-01, “Balance Sheet (Topic 220)-Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities,” which amends previous guidance on the disclosures about offsetting assets and liabilities on the balance sheet to clarify that the scope of this guidance applies to derivatives (including bifurcated embedded derivatives), repurchase agreements (and reverse repurchase agreements) and securities borrowing (and lending) transactions that are offset or subject to an enforceable master netting arrangement or similar agreement. The guidance becomes effective at the beginning of our fiscal 2014 and should be applied retrospectively for all comparative periods. The adoption of this update is not expected to have a significant impact on our consolidated financial statements.

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Note 7 - Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Note 7 - Commitments and Contingencies

Note 7 - Commitments and Contingencies

Legal matters

The Company may become involved in various legal proceedings in the normal course of business. The Company is not a party to any legal proceedings as of December 31, 2012.

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Note 8 - Subsequent Events

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

Note 8 - Subsequent Events

Note 8 - Subsequent Events

On January 14, 2013, the Company issued a promissory note for an aggregate principal amount of $25,000. In addition, the Company issued 125,000 shares of its common stock in connection with the issuance of the note as loan fees. The Note carries an interest rate of 10% per annum and a maturity date of April 14, 2013 with interest due monthly in arrears.

On January 14, 2013, the Company issued a promissory note for an aggregate principal amount of $25,000. In addition, the Company issued 125,000 shares of its common stock in connection with the issuance of the note as loan fees. The Note carries an interest rate of 10% per annum and a maturity date of July 1, 2013 with interest due monthly in arrears.

On January 16, 2013, the Company entered into a non-exclusive strategic marketing agreement with Hunter Marketing, LLC for 1,200,000 shares of its common stock.

On January 31, 2013, the Company issued a promissory note for an aggregate principal amount of $100,000. In addition, the Company issued 500,000 shares of its common stock in connection with the issuance of the note as loan fees. The Note carries an interest rate of 10% per annum and a maturity date of January 30, 2014 with interest due monthly in arrears.

On April 2, 2013, the Company entered into an Acquisition Agreement (the “Acquisition Agreement”) with (i) The Aviva Companies Corporation (“Aviva”) and (ii) all of the shareholders of Aviva (the “Shareholders”) pursuant to which the Company acquired all of the outstanding shares of Aviva in exchange for the issuance of 6,000,000 shares of our common stock, par value $0.001 per share to the Shareholders (the “Share Exchange”). As a result of the Share Exchange, Aviva became a wholly-owned subsidiary of the Company. The Company has not provided all the detailed disclosures for this transaction pursuant to ASC 805. as the transaction closed within a period of time that did not permit the Company to accurately assess and gather the required information.

Aviva is an early stage company seeking to identify, and commercialize intellectual property in healthcare and technology. Aviva works closely with inventors of IP in both the United States and Israel.

Other than in respect to the transaction, there is no material relationship among Aviva’s stockholders and any of the Company’s affiliates, directors or officers.

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Note 1 - Organization and Significant Accounting Policies (Tables)

5 Months Ended

12 Months Ended

Dec. 31, 2011

Dec. 31, 2012

Notes to Financial Statements

Pro Forma Financial Statements

		For the four months ended December 31, 2011		(Unaudited) HPA four months ended December 31, 2011	Pro-forma Adjustments		(Unaudited)
Revenues, net	$	-	$	17,716	-	$	17,716
Operating Expenses		504,622		44,632	-		549,254
Operating Loss		(504,622)		(26,917)			(531,538)
Other Income (Expense)
Interest expense		(21,414)		-	-		(21,414)
Gain from disposal of license agreement		-		-	-		-
Loss Before Provision for Income Taxes		(526,036)		(26,917)			(552,952)
Provision for Income Taxes		-		-	-		-
Net Loss	$	(526,036)	$	(26,917)		$	(552,952)
Basic and diluted loss per common share	$	(0.01)				$	(0.01)
Weighted average common share outstanding - basic and diluted		36,933,667					41,940,552

		For the Year ended December 31, 2012		(Unaudited) HPA January 1, 2012 - March 13, 2012	Pro-forma Adjustments		(Unaudited)
Revenues, net	$	30,581	$	10,351	-	$	40,932
Operating Expenses		1,772,930		22,146	-		1,775,076
Operating Loss		(1,742,349)		(11,795)			(1,754,144)
Other Income (Expense)
Interest expense		(113,549)		-	-		(113,549)
Gain from disposal of license agreement		96,347					96,347
Acquisition cost		(155,000)		-	-		(155,000)
Loss Before Provision for Income Taxes		(1,914,551)		(11,795)			(1,926,346)
Provision for Income Taxes		-		-	-		-
Net Loss	$	(1,914,551)	$	(11,795)		$	(1,926,346)
Basic and diluted loss per common share	$	(0.04)				$	(0.04)
Weighted average common share outstanding - basic and diluted		48,137,820					49,046,839

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Note 1 - Pro Forma Financial Statements 2011 (Details) (USD $)	4 Months Ended	12 Months Ended	3 Months Ended	4 Months Ended		12 Months Ended	4 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2012	Mar. 13, 2012 HPA (Unaudited)	Dec. 31, 2011 HPA (Unaudited)	Dec. 31, 2011 Pro-forma Adjustments	Dec. 31, 2012 Pro-forma Adjustments	Dec. 31, 2011 Pro-forma Total (Unaudited)	Dec. 31, 2012 Pro-forma Total (Unaudited)
Revenues, net	$ 0	$ 30,581	$ 10,351	$ 17,716	$ 0	$ 0	$ 17,716	$ 40,932
Operating Expenses	504,622	1,772,930	22,146	44,632	0	0	549,254	1,795,076
Operating Loss	(504,622)	(1,742,349)	(11,795)	(26,917)	0	0	(531,538)	(1,754,144)
Other Income (Expense)
Interest expense	(21,414)	(113,549)	0	0	0	0	(21,414)	(113,549)
Gain from disposition of license agreement	0	96,347	0	0	0	0	0	96,347
Loss Before Provision for Income Taxes	(526,036)	(1,914,551)	(11,795)	(26,917)	0	0	(552,952)	(1,926,346)
Provision for Income Taxes	0	0	0	0	0	0	0	0
Net Loss	$ (526,036)	$ (1,914,551)	$ (11,795)	$ (26,917)	$ 0	$ 0	$ (552,952)	$ (1,926,346)
Basic and diluted loss per common share	$ (0.01)	$ (0.04)	$ 0	$ 0	$ 0	$ 0	$ (0.01)	$ (0.04)
Weighted average common share outstanding - basic and diluted	36,933,007	48,137,820	0	0	0	0	41,940,552	49,046,839

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Note 4 - Stock Grants (Details) (USD $)				12 Months Ended
	Dec. 31, 2012 Balance	Dec. 31, 2011 Balance	Aug. 31, 2011 Balance	Dec. 31, 2012 Issued Member	Dec. 31, 2011 Issued Member	Dec. 31, 2012 Vested	Dec. 31, 2011 Vested	Dec. 31, 2012 Forfeited	Dec. 31, 2011 Forfeited
Number of stock grant shares, instant	19,033,450	15,736,050	0
Number of stock grant shares, duration				13,813,380	18,513,000	(10,515,980)	(2,776,950)	0	0
Estimated market value	$ 19,033	$ 267,513	$ 0

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Consolidated Statement of Stockholders' Deficit (USD $)	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Beginning Balance, Amount at Aug. 31, 2011	$ 0	$ 0	$ 0	$ 0
Beginning Balance, Shares at Aug. 31, 2011	0
Share issued to founders, Shares	30,916,710
Share issued to founders, Amount	3,092	(3,092)	0
Shares issued for license agreement, Shares	3,559,797
Shares issued for license agreement, Amount	356	(356)	0
Share issued for service rendered, Shares	3,116,355
Share issued for service rendered, Amount	312	74,580	0
Shares issued with notes payable, Shares	719,950
Shares issued with notes payable, Amount	72	3,845	0
Net loss			(526,036)	(526,036)
Ending Balance, amount at Dec. 31, 2011	3,832	74,977	(526,036)	(447,227)
Ending Balance, shares at Dec. 31, 2011	38,312,812
Share issued for service rendered, Shares	13,462,813
Share issued for service rendered, Amount	1,346	240,289	0	241,635
Unearned stock compensation		(162,655)		(162,655)
Shares issued with notes payable, Shares	425,000
Shares issued with notes payable, Amount	43	1,482	0	1,525
Shares issued for cash, Shares	700,000			175,000
Shares issued for cash, Amount	70	174,930		175,000
Share issued for acquisition of HPA, Shares	4,557,545
Share issued for acquisition of HPA, Amount	456	59,710	0	60,166
Shares Cancelled, Shares	(205,700)
Shares Cancelled, Amount	(21)	21	0	0
Cancellation of P3D shares, Shares	(3,559,797)
Cancellation of P3D shares, Amount	(356)	356	0	0
Fair value of stock options issued		2,297		2,297
Net loss			(1,914,551)	(1,914,551)
Ending Balance, amount at Dec. 31, 2012	$ 5,370	$ 554,062	$ (2,440,587)	$ (1,881,155)
Ending Balance, shares at Dec. 31, 2012	53,692,673

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Note 4 - Shareholders' Deficit

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

Note 4 - Shareholders' Deficit

Note 4- Shareholders’ Deficit

Common Stock

IPR issued 30,916,710 shares of its common stock on the date of incorporation to the founders of the corporation.

IPR has entered into consulting agreements with various consultants for service to be provided to the Company. The agreements stipulate a monthly fee and a certain number of shares that the consultant vests over the term of the contract. The consultant is issued a prorated number of the shares of common at the beginning of the contract that the consultant earns over a three-month period. At the anniversary of each quarter, the consultant is issued a new allotment of common stock. In accordance with ASC 505-50 – Equity-Based Payment to Non-Employee, the common stock shares issued to the consultant are valued upon issuance. The shares of common stock that have been issued were valued based on a valuation performed by an independent valuation firm. As of December 31, 2012, the total awards granted were 32,326,380 shares with 13,292,930 shares vested and issued and 19,033,450 shares unvested. The total expense recorded for the years ended December 31, 2012 and 2011, was $241,635 and $74,892, respectively.

The following table presents the issuance, vesting and shares to be vested of the stock grants. The unvested as of December 31, 2012 and 2011 will vest on a weighted average of approximately 2.75 years and 2.0 years, respectively:

	Number of shares		Estimated Market value
Beginning balance, September 1, 2011	-
Issued	18,513,000
Vested	(2,776,950)
Forfeited	-
Balance unvested, December 31, 2011	15,736,050	$	267,513
Issued	13,813,380
Vested	(10,515,980)
Forfeited	-
Ending balance, December 31, 2012	19,033,450	$	19,033

During the year ended December 31, 2012, the Company issued 2,251,079 shares its common stock at a fair value of $53,771 (as determined by a valuation performed by a third party valuation firm) for services rendered.

During the year ended December 31, 2012, the Company issued 700,000 shares its common stock for $175,000.

During the year ended December 31, 2012, the Company issued to two consultants options to purchase in the aggregate 4,000,000 shares of the Company’s common stock.

Stock Options

In, May 2012, The Company issued stock options to purchase 1,000,000 shares of the Company’s common stock at a price of $0.25 per shares and the option expires five years from the date of vesting. The option vests in eight equal installments of 125,000 options with the first tranche vesting on August 31, 2012.

In August 2012, the Company issued stock options to 3,000,000 shares of the Company’s common stock at a price of $0.25 per share and the options expire five years from the date of vesting. The options vest over twelve equal installments of 250,000 options with the first tranche vesting on date of issuance.

The fair value for stock options was estimated at the date of grant using the Black-Scholes pricing model using a risk free interest rate ranging from 0.39% to 0.42%, expected dividend yield of 0, expected life of three years and a volatility ranging from 107% to 112%.

The risk-free interest rate used in the Black-Scholes valuation method is based on the implied yield currently available for U.S. Treasury securities at maturity with an equivalent term. The Company has not declared or paid any dividends on its common stock and does not currently expect to do so in the future. The Company does not have any experience to determine the expected term of the options, so the expected term of the options was determined by using the provisions of Staff Accounting Bulletin No. (“SAB No.”) 110, simplified calculation. There was no market for the Company’s common stock. To determine the expected volatility, the Company used the provisions of ASC 718 to calculate the estimated volatility based annualized daily historical volatility using the implied volatility for comparable entities within the Company’s industry.

The Company’s stock price volatility, risk free-rate, and option lives involve management’s best estimates, both of which impact the fair value of the option calculated under the Black-Scholes methodology and, ultimately, the expense that will be recognized over the life of the option. Also, the Company recognizes compensation expense for only the portion of the options that are expected to vest. Based on the current economical factors for the Company, the Company applied estimated forfeiture rates of zero. If the actual number of forfeitures differs from the Company’s estimates, additional adjustments to compensation expense may be required in future periods.

The weighted average exercise price of options exercisable at December 31, 2012 was $0.25. The weighted average fair value of options granted was $14,445 and $0 during 2012 and 2011, respectively.

The total fair value of stock options vested and charged to expense during the year ended December 31, 2012 and 2011 was $2,297 and $0, respectively.

The weighted average exercise price for the options granted during December 31, 2012 and outstanding as of December 31, 2012 was $0.25 and $0.25, respectively, with a weighted average remaining contractual term of 4.5 years.

The following table presents the issuance, vesting and options to be vested. Subsequent to December 31, 2012, all of the unvested stock options were terminated, as the independent contractors executed new agreements.

	Number of options
Balance unvested, December 31, 2011	-
Issued	4,000,000
Vested	750,000
Forfeited	-
Ending balance, December 31, 2012	4,750,000
December 31, 2012 expected to be vested	750,000

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Note 4 - Stock Options (Details)				12 Months Ended
	Dec. 31, 2012	Dec. 31, 2012 Balance	Dec. 31, 2011 Balance	Dec. 31, 2012 Issued Member	Dec. 31, 2012 Vested Member	Dec. 31, 2012 Forfeited Member
Number of options, instant		4,750,000	0
Number of options, duration				4,000,000	750,000	0
Expected to be vested	750,000

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Note 1 - Pro Forma Financial Statements 2012 (Details) (USD $)	4 Months Ended	12 Months Ended	3 Months Ended	4 Months Ended		12 Months Ended	4 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2012	Mar. 13, 2012 HPA (Unaudited)	Dec. 31, 2011 HPA (Unaudited)	Dec. 31, 2011 Pro-forma Adjustments	Dec. 31, 2012 Pro-forma Adjustments	Dec. 31, 2011 Pro-forma Total (Unaudited)	Dec. 31, 2012 Pro-forma Total (Unaudited)
Revenues, net	$ 0	$ 30,581	$ 10,351	$ 17,716	$ 0	$ 0	$ 17,716	$ 40,932
Operating Expenses	504,622	1,772,930	22,146	44,632	0	0	549,254	1,795,076
Operating Loss	(504,622)	(1,742,349)	(11,795)	(26,917)	0	0	(531,538)	(1,754,144)
Other Income (Expense)
Interest expense	(21,414)	(113,549)	0	0	0	0	(21,414)	(113,549)
Gain from disposition of license agreement	0	96,347	0	0	0	0	0	96,347
Acquisition cost	0	(155,000)	0			0		(155,000)
Loss Before Provision for Income Taxes	(526,036)	(1,914,551)	(11,795)	(26,917)	0	0	(552,952)	(1,926,346)
Provision for Income Taxes	0	0	0	0	0	0	0	0
Net Loss	$ (526,036)	$ (1,914,551)	$ (11,795)	$ (26,917)	$ 0	$ 0	$ (552,952)	$ (1,926,346)
Basic and diluted loss per common share	$ (0.01)	$ (0.04)	$ 0	$ 0	$ 0	$ 0	$ (0.01)	$ (0.04)
Weighted average common share outstanding - basic and diluted	36,933,007	48,137,820	0	0	0	0	41,940,552	49,046,839