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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2013	Apr. 10, 2014	Jun. 28, 2013
Document And Entity Information
Entity Registrant Name	TAPIMMUNE INC
Entity Central Index Key	0001094038
Document Type	10-K
Document Period End Date	Dec. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 3,423,048
Entity Common Stock, Shares Outstanding		16,058,815
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2013

Balance Sheets - USD ($)	Dec. 31, 2013	Dec. 31, 2012
Current Assets
Cash	$ 48,589	$ 33,839
Due from government agency		1,077
Prepaid expenses and deposits	15,004	15,004
Deferred financing costs (Note 5)	13,439	37,452
Total Assets	77,032	87,372
Current Liabilities
Accounts payable and accrued liabilities (Note 13)	3,778,401	1,941,716
Research agreement obligations (Note 3)	492,365	415,998
Derivative liability – conversion option (Note 4)	582,300	867,575
Derivative liability – warrants (Note 4)	140,504	977,086
Convertible notes payable (Note 5)	3,161,977	1,476,230
Loans payable (Note 6)	42,200	10,000
Promissory notes (Note 7)	277,942	67,942
Due to related parties (Note 8)	369,346	373,346
Total Current Liabilities	8,845,035	6,129,893
Stockholders’ Deficit
Common stock, $0.001 par value, 500,000,000 shares authorized 1,465,711 shares issued and outstanding (2012 – 764,030)	144,672	76,404
Additional paid-in capital	46,287,544	43,483,947
Shares to be issued (Note 9)	284,750	352,859
Deficit accumulated during the development stage	(55,426,635)	(49,894,083)
Accumulated other comprehensive loss	(58,334)	(61,648)
Total Stockholders’ Deficit	(8,768,003)	(6,042,521)
Total LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 77,032	$ 87,372

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	150,000,000	150,000,000
Common stock shares issued	1,465,711	1,465,711
Common stock shares outstanding	764,030	764,030

Statements of Operations - USD ($)	12 Months Ended		173 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
EXPENSES
Consulting	$ 185,067	$ 182,813	$ 2,406,567
Consulting - stock-based (Note 9)	85,104	2,316,019	8,123,476
Depreciation			213,227
General and administrative	576,195	1,012,116	4,505,547
Interest and financing charges (Note 5)	645,562	745,074	7,221,649
Management fees (Note 8)	264,000	302,249	3,338,303
Management fees - stock-based (Notes 8 and 9)	46,989	124,209	4,495,987
Professional fees	845,328	489,537	6,261,437
Research and development (Note 8)	661,634	1,057,430	7,595,229
Research and development - stock-based			612,000
LOSS BEFORE OTHER ITEMS	(3,309,879)	(6,229,447)	(44,808,422)
OTHER ITEMS
Foreign exchange (loss) gain	5,896	(7,903)	51,583
Changes in fair value of derivative liabilities (Note 4)	1,546,257	229,252	5,850,649
Accretion of discount on convertible notes (Note 5)	(1,110,831)		(1,110,831)
Loss on debt financing (Note 5)		(104,550)	(1,373,263)
Loss on settlement of debt (Notes 5 and 9)	(2,560,045)	(59,219)	(14,250,846)
Loss on lawsuit	(103,950)		(103,950)
Gain on extinguishment of derivative liabilities - warrants			290,500
Interest income			33,344
Loss on disposal of assets			(5,399)
NET LOSS	(5,532,552)	(6,171,867)	(55,426,635)
Other comprehensive income (loss)
Foreign exchange translation adjustment	3,314	(1,120)	(58,334)
TOTAl COMPREHENSIVE LOSS	$ (5,529,238)	$ (6,172,987)	$ (55,484,969)
BASIC AND DILUTED NET LOSS PER SHARE	$ (4.87)	$ (9.42)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED	$ 1,136,115	$ 655,269

Shareholders Equity - 173 months ended Dec. 31, 2013 - USD ($)	Common Stock Number of shares	Common Stock Amount	Additional Paid-In Capital	Obligation to Issue Shares and Warrants	Deferred Compensation	Deficit Accumulated During the Development Stage	Accumulated Other Comprehensive Loss	Total
Issued on incorporation - July 27, 1999 at Jul. 26, 1999
- cash	$ 740	$ 740	$ 1,110					$ 1,850
- consulting services	860	860	1,290					2,150
Common stock subscriptions				177,100				177,100
Net loss						(80,733)		(80,733)
Balance, December 31, 1999	1,600	1,600	2,400	177,100		(80,733)		100,367
- consulting services	1,440	1,440	2,160					3,600
- for license fees	200	200	300					500
- at $15.00 per share, net of finders’ fees of $95,570	564	564	749,166	(177,100)				572,630
- at $15.00 per share	341	342	512,058					512,400
Issued for finders’ fees	50	50	(50)
Net loss						(935,332)		(935,332)
Currency translation adjustment							(1,937)	(1,937)
Balance, December 31, 2000	4,195	4,195	1,266,034			(1,016,065)	(1,937)	252,228
- at $18.80 per share	44	44	82,706					82,750
- at $25.00 per share	106	106	264,894					265,000
Net loss						(671,986)		(671,986)
Currency translation adjustment							(2,041)	(2,041)
Balance, December 31, 2001	4,345	4,345	1,613,635			(1,688,051)	(3,978)	(74,049)
- at $25.00 per share, net of finders’ fees of $17,000	75	75	170,425					170,500
Issued on settlement of debt	73	73	136,172					136,245
GPI balance, July 15, 2002	4,493	4,493	1,920,232			(1,688,051)	(3,978)	232,696
GMC balance, July 15, 2002	6,128	6,128	7,180,164	(85,000)		(6,607,580)		493,712
Reverse acquisition recapitalization adjustment	(4,493)	(4,493)	(6,603,087)			6,607,580
Balance post reverse acquisition	6,128	6,128	2,497,309	(85,000)	$ 1	(1,688,051)	(3,978)	726,408
GMC subscription proceeds received				285,000				285,000
- at $62.50 per share	170	170	1,063,330					1,063,500
Exercise of stock options	41	41	50,959					51,000
Stock-based compensation			630,275					630,275
Net loss						(2,284,709)		(2,284,709)
Currency translation adjustment							(5,645)	(5,645)
Balance, December 31, 2002	6,339	6,339	4,241,873	200,000		(3,972,760)	(9,623)	465,829
Exercise of stock options	928	927	1,420,888					1,421,815
- at $125.00 per share	17	17	214,983	(185,000)				30,000
- at $25.00 per share, net of finders’ fees	222	222	521,593					521,815
Issued as finders’ fees	13	13	(13)
Issued for license agreement	4	4	9,996					10,000
Subscriptions repaid			5,000	(15,000)				(10,000)
Stock-based compensation			2,733,000					2,733,000
Net loss						(5,778,905)		(5,778,905)
Currency translation adjustment							(37,299)	(37,299)
Balance, December 31, 2003	7,523	7,523	9,147,319			(9,751,665)	(46,922)	(643,745)
- at $17.50 per share, net of finders’ fees of $50,000	343	343	549,657					550,000
Issued as finders’ fees	29	29	(29)
Fair value of warrants issued in connection with convertible notes			65,000					65,000
Exercise of stock options	143	143	204,942					205,085
Settlement of debt	4	4	9,996					10,000
Stock-based compensation			73,500					73,500
Net loss						(2,683,105)		(2,683,105)
Currency translation adjustment							(16,865)	(16,865)
Balance, December 31, 2004	8,042	8,042	10,050,385			(12,434,770)	(63,787)	(2,440,130)
Balance, December 31, 2004	8,042	8,042	10,050,385			(12,434,770)	(63,787)	(2,440,130)
Warrant component of convertible note			46,250					46,250
- at $3.80 per share, net of finders’ fees of $97,620 and legal fees of $100,561	3,627	3,627	1,158,437					1,162,064
Net loss						(985,599)		(985,599)
Currency translation adjustment							(2,333)	(2,333)
Balance, December 31, 2005	11,669	11,669	11,255,072			(13,420,369)	(66,120)	(2,219,748)
Fair value of beneficial feature on convertible notes			205,579					205,579
Fair value of warrants issued with convertible notes			288,921					288,921
Net loss						(1,304,387)		(1,304,387)
Currency translation adjustment							29,555	29,555
Balance, December 31, 2006	11,669	11,669	11,749,572			(14,724,756)	(36,565)	(3,000,080)
- at $2.50 per share	2,180	2,180	542,820					545,000
- 2006 convertible notes at $2.50 per share	1,978	1,978	492,522					494,500
- 2007 convertible notes at $2.50 per share	4,064	4,064	1,011,936					1,016,000
Issued on the conversion of accounts payable and related party debt at $2.50 per share	2,912	2,912	725,040					727,952
Issued for finance charges on the 2007 convertible notes $2.50 per share	600	600	149,400					150,000
Issued pursuant to service agreements at a fair value of $3.60 per share	100	100	35,900					36,000
Financing charges			(167,500)					(167,500)
Fair value of beneficial conversion feature on the 2007 convertible notes			358,906					358,906
Fair value of warrants issued in connection with the 2007 convertible notes			657,095					657,095
Fair value of warrants issued in connection with the 2007 promissory notes			374,104					374,104
Fair value of warrants issued as finders’ fees for the 2007 promissory notes			35,600					35,600
Re-pricing and extension of warrants			40,000					40,000
Stock based compensation			904,822					904,822
Obligation to issue warrants at fair value pursuant to promissory note extension				44,000				44,000
Obligation to issue shares at fair value pursuant to service agreements				23,400				23,400
Net loss						(3,891,411)		(3,891,411)
Currency translation adjustment							(23,161)	(23,161)
Balance, December 31, 2007	23,503	23,503	16,910,218	67,400		(18,616,167)	(59,726)	(1,674,772)
- at $2.50 per share in July 2008	140	140	34,860					35,000
Issued on the exercise of warrants in June 2008	207	207	24,793					25,000
Issued pursuant to service agreements at a fair value of $3.00 per share in April 2008	300	300	89,700					90,000
Fair value of warrants issued in connection with the 2008 promissory notes in May 2008			206,820					206,820
Fair value of warrants to be issued in connection with notes payable in October 2008				256,350				256,350
Stock based compensation in January to December 2008			234,168					234,168
Net loss						(2,195,939)		(2,195,939)
Balance, December 31, 2008	24,150	24,150	17,500,559	323,750		(20,812,106)	(59,726)	(3,023,373)
Balance, December 31, 2008	24,150	24,150	17,500,559	323,750		(20,812,106)	(59,726)	(3,023,373)
Reverse split recapitalization adjustment (rounding) in July 2009	1	(21,735)	21,735
- at $0.80 per share in November 2009	8,750	875						875
Issued at fair value pursuant to service agreements in August 2009	250	25	27,475					27,500
Issued at fair value pursuant to debt settlement agreements in July 2009 (Note 3)	338,121	33,812	15,181,618					15,215,430
Issued on the exercise of warrants in August and November 2009	12,345	1,235	241,515					242,750
Stock based compensation in October 2009			2,091,900					2,091,900
Fair value of warrants issued in February , May and June 2009 in connection with promissory notes			725,669	(300,350)				425,319
Beneficial conversion feature on August and October 2009 convertible notes			75,491					75,491
Obligation to issue warrants pursuant to service agreements in December 2009			$ 19,270					$ 19,270
Obligation to issue shares at fair value pursuant to service agreements in December 2009				246,533				246,533
Obligation to issue shares at fair value pursuant to debt settlement agreements in September 2009				$ 243,800				$ 243,800
Net loss						(17,348,546)		(17,348,546)
Balance, December 31, 2009	383,617	38,362	35,885,232	513,733		(38,160,652)	(59,726)	(1,783,051)
Notes converted into shares	9,523	952	427,003	(243,800)				184,155
Stock based compensation in 2010			1,134,477					1,134,477
Obligation to issue shares at fair value pursuant to service agreements				28,220				28,220
Issued at fair value pursuant to debt settlement agreements	3,616	372	90,040					90,412
Issued at fair value pursuant to service agreements	5,700	570	275,306	(263,173)				12,703
Untraceable shares reissued	104
Foreign exchange translation adjustment							(1,169)	(1,169)
Net loss						(3,532,623)		(3,532,623)
Balance, December 31, 2010	402,560	40,256	37,812,058	34,980		(41,693,275)	(60,895)	(3,866,876)
Notes converted into shares	21,027	2,102	428,992					431,094
Stock based compensation in 2011			456,081					456,081
Fair value of warrants recognized as derivative liabilities			(500,170)					(500,170)
Obligation to issue shares at fair value pursuant to service agreements				198,971				198,971
Shares issued for subscriptions	800	80	12,852	(12,932)
Issued at fair value pursuant to debt settlement agreements	25,903	2,590	483,789					486,379
Issued at fair value pursuant to service agreements	25,944	2,594	570,773	(27,000)	(35,968)			510,399
Shares due for interest costs				28,887				28,887
Private placement	44,500	4,450	690,550	140,000				835,000
Finders’ fee on private placement			(11,551)					(11,551)
Foreign exchange translation adjustment							367	367
Net loss						(2,028,941)		(2,028,941)
Balance, December 31, 2011	520,734	52,072	39,943,374	362,906	(35,968)	(43,722,216)	(60,528)	(3,460,360)
Balance, December 31, 2011	520,734	52,072	39,943,374	362,906	(35,968)	(43,722,216)	(60,528)	(3,460,360)
Notes converted into shares	23,412	2,341	234,721					237,062
Stock based compensation in 2012			204,427					204,427
Obligation to issue shares at fair value pursuant to service agreements				214,083				214,083
Issued at fair value pursuant to debt settlement agreements	8,333	833	138,866	(33,130)				106,569
Issued at fair value pursuant to service agreements	145,352	14,536	1,983,434	(6,000)				1,992,000
Shares issued for interest costs	16,531	1,655	244,062					245,717
Private placement	49,667	4,967	735,033	(185,000)				555,000
Deferred compensation expensed					35,968			35,968
Foreign exchange translation adjustment							(1,120)	(1,120)
Net loss						(6,171,867)		(6,171,867)
Balance, December 31, 2012 (as restated)	764,029	76,404	43,483,947	352,859		(49,894,083)	(61,648)	(6,042,521)
Notes converted into shares	412,047	41,204	1,536,383	(100,000)				1,477,587
Stock based compensation in 2013			46,840					46,840
Obligation to issue shares at fair value pursuant to service agreements				31,891				38,141
Issued at fair value pursuant to debt settlement agreements	264,649	26,465	1,185,162					1,211,627
Finders’ fee			(11,300)					(11,300)
Issued at fair value pursuant to service agreements	3,500	349	38,587					38,936
Shares issued for director compensation	2,500	250	7,925					8,175
Non-cash exercise of warrants	18,986
Foreign exchange translation adjustment							3,314	3,314
Net loss						$ (5,532,552)		$ (5,532,552)
Balance, December 31, 2013 at Dec. 31, 2013	1,465,711	144,672	46,287,544	284,750		(55,426,635)	(58,334)	(8,768,003)

Statements of Cash Flows - USD ($)	12 Months Ended		173 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (5,532,552)	$ (6,171,867)	$ (55,426,635)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation			213,228
Non-cash loss on debt financing		104,550	1,373,263
Changes in fair value of derivative liabilities	(1,546,257)	(229,252)	(5,850,649)
Loss on settlement of debt	2,560,045	59,219	14,250,846
Gain on extinguishment of derivative liabilities - warrants			(290,500)
Loss on disposal of assets			5,399
Non-cash interest and finance charges	1,110,831		6,579,330
Stock based compensation	132,093	2,440,228	13,247,713
Changes in operating assets and liabilities:
Due from government agency		22	(1,055)
Prepaid expenses and deposits		41,623	39,004
Deferred financing costs	24,013	(5,161)	11,810
Accounts payable and accrued liabilities	2,480,877	2,015,805	8,063,408
Research agreement obligations	76,367	156,246	710,496
NET CASH USED IN OPERATING ACTIVITIES	(694,583)	(1,588,587)	(17,137,600)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of shares, net		555,000	10,860,575
Convertible notes, net	728,000	602,000	2,851,906
Proceeds from loans payable	32,200	3,000	460,200
Notes and loans payable			919,845
Advances from related parties	(30,867)	212,192	1,768,916
Repayment of convertible notes	(20,000)		(20,000)
Stock subscriptions			140,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	709,333	1,372,192	16,981,442
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment			(218,626)
Cash acquired on reverse acquisition			423,373
NET CASH PROVIDED FROM INVESTING ACTIVITIES			204,747
INCREASE (DECREASE) IN CASH	14,750	(216,395)	48,589
CASH, BEGINNING OF YEAR	33,839	250,234
CASH, END OF YEAR	$ 48,589	$ 33,839	$ 48,589

NATURE OF OPERATIONS

12 Months Ended

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS

Note 1: Nature of Operations

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

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

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

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

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

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

These consolidated financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As at December 31, 2013, the Company had a working capital deficiency of $8,768,003 and has incurred significant losses since inception in the development of its business. Further losses are anticipated in the development stage raising substantial doubt as to the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising additional capital to fund clinical trials, ongoing research and development, maintenance and protection of patents, accommodation from certain debt obligations and ultimately on generating future profitable operations. Planned expenditures relating to current and future clinical trials of the Company’s immunotherapy vaccine will require significant additional funding. The Company is dependent on future financings to fund ongoing research and development as well as working capital requirements. The Company’s future capital requirements will depend on many factors including the rate and extent of scientific progress in its research and development programs, the timing, cost and scope involved in clinical trials, obtaining regulatory approvals, pursuing further patent protections and the timing and costs of commercialization activities.

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

Additional funding was raised through equity and debt placements in 2012 and 2013, and in early 2014 the Company has completed significant restructuring of outstanding debt and equity instruments into equity. Refer to Note 15, Subsequent Events. Additional capital is required to expand programs including pre-clinical work and to progress clinical trials for the lead vaccine candidates. Strategic partnerships will be needed to continue the product development portfolio and fund development costs. These measures, if successful, may contribute to reduce the risk of going concern uncertainties for the Company over the next twelve months.

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America.

Principles of Consolidation

These financial statements include the accounts of the Company and its wholly-owned subsidiaries GeneMax Pharmaceuticals Inc. (“GPI”) and GeneMax Pharmaceuticals Canada Inc. (“GPC”). All significant intercompany balances and transactions are eliminated upon consolidation.

Use of Estimates

Preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ materially from those estimates. Significant areas requiring management’s estimates and assumptions include deferred taxes and related tax balances and disclosures, determining the fair value of stock-based compensation and stock based transactions, the fair value of the components of the convertible notes payable, foreign exchange gains and losses, and accrued liabilities. Matters impacting the company’s ability to continue as a going concern and contingencies also involve the use of estimates and assumptions.

Fair Value Measurements

The objective of ASC 820, Fair Value Measurements and Disclosures, is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements.

Foreign Currency Translation

The functional currency of the Company, including its US subsidiary, is United States dollars. GPC maintains its accounting records in its local currency (Canadian dollar). In accordance with ASC 830, Foreign Currency Matters, the financial statements of the Company's subsidiary is translated into United States dollars using period end exchange rates for monetary assets and liabilities and average exchange rates over the period for revenues and expenses. Non-monetary assets are translated at their historical exchange rates. Exchange gains or losses from such translations are included in accumulated comprehensive income (loss), as a separate component of stockholders' equity.

Net gains and losses resulting from foreign currency exchange gains and losses on transactions occurring in a currency other than the Company's functional currency are included in the determination of net income in the period.

Financial Instruments and Concentration of Credit Risk

The fair values of cash, accounts payable, and other current monetary liabilities approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company's operations and financing activities are conducted primarily in United States dollars, and as a result the Company is not subject to significant exposure to market risks from changes in foreign currency rates. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from assets classified as financial instruments.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability of these assets is measured by comparison of carrying amounts to future undiscounted cash flows the assets are expected to generate. An impairment loss is recognized when the carrying amount exceeds fair value.

Stock-Based Compensation

The Company uses the Black-Scholes option-pricing model to determine the grant date fair-value of stock-based awards under ASC 718, Compensation – Stock Compensation. The fair value is recorded in income depending on the terms and conditions of the award, and the nature of the relationship of the recipient of the award to the Company. The Company records the grant date fair value in income in line with the period over which it was earned. For employees and management this is typically considered to be the vesting period of the award. For consultants the fair value of the award is recorded in income over the term of the service period, and unvested amounts are revalued at each reporting period over the service period.

Deferred Financing Costs

The Company defers direct costs incurred in connection with the sale of common shares which are offset against the proceeds of the financing upon completion. Costs incurred in connection with convertible loans payable are deferred and amortized as a financing cost over the term of the convertible loans. Upon conversion of the loan, any unamortized amount of deferred financing costs will be charged to stockholders’ equity as a cost of financing.

Research and Development Costs

The Company has acquired development and marketing rights to certain technologies. The rights and licenses acquired are considered rights to unproven technology which may not have alternate future uses and therefore, have been expensed as incurred as research and development costs.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax balances. Potential deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on potential deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment. The Company recognizes deferred taxes on unrealized gains directly within other comprehensive income, and concurrently releases part of the related valuation allowance resulting in nil impact within OCI or on the balance sheet. As at December 31, 2013, the Company had net operating loss carry forwards; however, due to the uncertainty of realization, the Company has provided a full valuation allowance for the potential deferred tax assets resulting from these loss carry forwards.

Derivative Warrant Liability

The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of embedded derivatives be marked-to-market at each balance sheet date and carried at fair value. In the event that the fair value is recorded as a liability, the change in fair value during the period is recorded in the Statement of Operations as either income or expense. Upon conversion, exercise or modification to the terms of a derivative instrument, the instrument is marked to fair value at the conversion date and then the related fair value is reclassified to equity.

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instruments.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

In evaluating the application of ASC 815-40, management must determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. ASC 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The application of ASC 815-40-15 has affected the accounting for (i) certain freestanding warrants that contain exercise price adjustment features and (ii) convertible notes containing full-ratchet and anti-dilution protections (iii) certain free standing warrants that contain contingently puttable cash settlement.

Fair Value of Financial Instruments

The Company follows ASC paragraph 825-10-50-10 for disclosures about fair value of its financial instruments and ASC paragraph 820-10-35-37 to measure the fair value of its financial instruments. 820-10-35-37 establishes a framework for measuring fair value pursuant to GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 further establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy are described below:

Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, due from government agency, accounts payable and accrued liabilities, research agreement obligations, and due to related parties, approximate their fair values because of their short term maturity. The Company’s convertible notes payable approximate fair value based upon management’s estimate of comparable interest rates that would be available to the Company for similar financial arrangements.

The Company revalues its derivative warrant and derivative conversion option liabilities at each reporting period and recognizes gains or losses in the consolidated statements of operations that are attributable to the change in the fair value.

Loss per Common Share

Basic loss per share is computed by dividing loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. If applicable, diluted earnings per share reflect the potential dilution of securities that could share in the earnings (loss) of the Company. The common shares potentially issuable on conversion of outstanding convertible debentures, warrants and stock options are anti-dilutive and have not been included in the calculation.

Recently Issued Accounting Pronouncements

On April 1, 2012, the Company adopted new guidance related to the presentation of comprehensive income. The main provisions of the new guidance provide that an entity that reports items of other comprehensive income has the option to present comprehensive income as (i) a single statement that presents the components of net income and total net income, the components of other comprehensive income and total other comprehensive income and a total for comprehensive income or (ii) in two separate but consecutive statements, whereby an entity must present the components of net income and total net income in the first statement and that statement is immediately followed by a financial statement that presents the components of other comprehensive income, a total for other comprehensive income and a total for comprehensive income. The new rules eliminate the option to present the components of other comprehensive income as part of the statement of stockholders' equity. These new rules have been applied retrospectively and became effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2011 (January 1, 2012 for the Company), with early adoption permitted. The adoption of this new guidance did not have a material impact on our Consolidated Financial Statements.

The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. It does not expect the adoption of these pronouncements to have a material impact on its financial position, results of operations or cash flows.

RESEARCH AGREEMENTS

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

RESEARCH AGREEMENTS

Note 3: Research Agreements

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

Effective August 7, 2003, Crucell and the Company’s subsidiary GPI entered into a five-year research license and option agreement. In addition, retroactively effective August 7, 2008, the Company negotiated an amended license agreement for the use of Crucell’s adenovirus technology. The Company was required to make annual license payments on the anniversary of the effective date for the three year term equal to €75,000 per annum for three years through December 2011. As at December 31, 2013, the Company accrued $492,365 (€378,384) under the amended agreement, inclusive of interest on outstanding amounts.

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

Mayo Clinic –License Option Agreement

For details regarding the license option agreement with Mayo Clinic, please refer to Note 12.

DERIVATIVE WARRANT LIABILITY AND FAIR VALUE

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

DERIVATIVE WARRANT LIABILITY AND FAIR VALUE

Note 4: DERIVATIVE WARRANT LIABILITY AND FAIR VALUE

The Company has evaluated the application ASC 480-10 Distinguishing liabilities from equity, ASC 815-40 Contracts in an Entity’s Own Equity and ASC 718-10 Compensation – Stock Compensation to the issued and outstanding warrants to purchase common stock that were issued with the convertible notes, private placements, consulting agreements, and various debt settlements during 2009 through 2012. Based on the guidance, management concluded these instruments are required to be accounted for as derivatives either due to a ratchet down protection feature available on the exercise price (Note 5) or a holder’s right to put the warrants back to the Company for cash under certain conditions or a conversion option feature with conversion into variable number of shares. Under ASC 815-40-25, the Company records the fair value of these warrants and conversion options (derivatives) on its balance sheet, at fair value, with changes in the values reflected in the statements of operations as “Changes in fair value of derivative liabilities”. The fair value of the share purchase warrants are recorded on the balance sheet under ‘Derivative liability – warrants’ and the fair value of the conversion options are recorded on the balance sheet under ‘Derivative liability – conversion option’.

ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820-10 describes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities; Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The Company’s Level 3 liabilities consist of the derivative liabilities associated with the warrants and conversion options issued with the convertible notes during the year ended December 31, 2013. At December 31, 2013, all of the Company’s derivative liabilities were categorized as Level 3 fair value liabilities. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Level 3 Valuation Techniques

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

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

	December 31, 2012				December 31, 2013
	Expected Life (Years)	Risk free Rate	Dividend yield	Volatility	Expected Life (Years)	Risk free Rate	Dividend yield	Volatility
Share purchase warrants	0.08 to 3.21	0.02% to 0.36%	0.00%	199%	0.85 to 2.78	0.13% to 0.78%	0.00%	199%

	December 31, 2012				December 31, 2013
	Expected Life (Years)	Risk free Rate	Dividend yield	Volatility	Expected Life (Years)	Risk free Rate	Dividend yield	Volatility
Conversion option	0.003 to 0.89	0.05% to 0.19%	0.00%	100.88% to 141.21%	0.16 to 0.53	0.04% to 0.10%	0.00%	199%

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

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

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

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

	As of December 31, 2012
		Fair Value Measurements Using
	Carrying Value	Level 1	Level 2	Level 3	Total
Derivative liability - warrants	$ 977,086	-	-	$ 977,086	$ 977,086
Derivative liability – conversion option	867,575	-	-	867,575	867,575
Total	$ 1,844,661	-	-	$ 1,844,661	$ 1,844,661

The table below provides a summary of the changes in fair value, including net transfers, in and/or out, of financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2013 and 2012:

	Fair Value Measurements Using Level 3 Inputs
	Derivative liability - warrants	Derivative liability – conversion option	Total
Balance, December 31, 2011	$ 1,317,834	$ -	$ 1,317,834
Additions during the year	300,000	737,700	1,037,700
Total unrealized (gains) or losses included in net loss	(597,127)	129,875	(467,252)
Debt settlement	(43,621)	-	(43,621)
Transfers in and/or out of Level 3	-	-	-
Balance, December 31, 2012	977,086	867,575	1,844,661
Additions during the year	206,000	810,500	1,016,500
Total unrealized (gains) or losses included in net loss	(1,042,582)	(1,095,775)	(2,138,357)
Transfers in and/or out of Level 3	-	-	-
Balance, December 31, 2013	$ 140,504	$ 582,300	$ 722,804

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

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

CONVERTIBLE NOTES PAYABLE

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

CONVERTIBLE NOTES PAYABLE

Note 5: CONVERTIBLE NOTES PAYABLE

	Face Value		Principal Repayment/ Settlement/Re-issued		Unamortized Note Discount		Balance at December 31, 2013

February 2011 Secured Convertible Notes
Senior Secured Notes, due February 24, 2014	$	1,184,694	$	203,836	$	20,083	$	960,775

April 2011 Secured Convertible Notes
Senior Secured Notes, due April 4, 2014		215,000		—		8,835		206,165

June 2011 Secured Convertible Note
Senior Secured Notes, due June 6, 2014		30,000		—		1,189		28,811

August 8, 2012 Convertible Note
Note due August 8, 2013		111,430		111,430		—		—

August 12, 2012 Convertible Note
Note became due November 12, 2012		27,500		—		—		27,500

August 20, 2012 Convertible Note
Note due August 20, 2013		20,000		—		—		20,000
September 18, 2012 Convertible Note
Note due October 1, 2013		82,500		82,500		—		—

October 2012 Convertible Note
Note due October 15, 2013		340,000		—		—		340,000

October 9, 2012 Convertible Notes		100,000		100,000		—		—
Note due April 30, 2013

November 1, 2012 Convertible Note
Note due April 30, 2013		31,471		31,471		—		—

November 20, 2012 Convertible Note
Note due November 20, 2013		55,710		44,962		—		10,748

December 14, 2012 Convertible Note
Note due April 18, 2013		189,210		189,210		—		—

December 18, 2012 Convertible Note
Note due December 14, 2013		50,000		—		—		50,000

January 5, 2013 Convertible Notes		567,729		115,000		—		452,729

January 31, 2013 Convertible Notes		24,135		—		—		24,135

February 27, 2013 Convertible Note
Note due February 27, 2014		58,500		—		8,819		49,681

April 2, 2013 Convertible Notes		80,967		—		—		80,967

April 18, 2013 Convertible Note
Note due December 18, 2013		60,000		28,312		—		31,688

May 2, 2013 Convertible Notes		50,000		—		—		50,000

May 5, 2013 Convertible Notes		45,000		—		—		45,000

May 14, 2013 Convertible Note
Note due May 14, 2014		126,000		—		46,258		79,742

June 27, 2013 Convertible Note
Note due June 27, 2014		37,620		—		17,515		20,105

June 19, 2013 Convertible Note
Note due June 19, 2014		115,000		83,000		8,217		23,783

July 12, 2013 Convertible Note
Note due July 12, 2014		125,000		28,200		57,200		39,600

October, 2013 Convertible Notes
Notes due in April, 2014		94,444		—		56,044		38,400

November, 2013 Convertible Notes
Notes due in May, 2014		80,000		—		52,996		27,004

December, 2013 Convertible Notes I
Notes due May, 2014		277,222		—		258,478		18,744

December, 2013 Convertible Notes II
Notes due May, 2014		536,400		—		—		536,400

Total	$	4,715,532	$	1,017,921	$	535,634	$	3,161,977

The following is a summary of debt instrument transactions that are relevant to the previous year:

	Face Value		Principal Repayment/ Settlement		Unamortized Note Discount		Balance at December 31, 2012

February 2011 Secured Convertible Notes
Senior Secured Notes, due February 24, 2014	$	1,184,694	$	203,836	$	153,358	$	827,500

April 2011 Secured Convertible Notes
Senior Secured Notes, due April 4, 2014		215,000		—		43,140		171,860

June 2011 Secured Convertible Note
Senior Secured Notes, due June 6, 2014		30,000		—		3,953		26,047

August 8, 2012 Convertible Note
Note due August 8, 2013		111,430		—		67,163		44,267

August 12, 2012 Convertible Note
Note became due November 12, 2012		27,500		—		—		27,500

August 20, 2012 Convertible Note
Note due August 20, 2013		20,000		—		12,712		7,288

September 18, 2012 Convertible Note
Note due October 1, 2013		82,500		—		59,741		22,759

October 9, 2012 Convertible Notes
Note due April 30, 2013		100,000		—		—		100,000

October 2012 Convertible Note
Note due October 15, 2013		340,000		—		268,275		71,725

November 1, 2012 Convertible Note
Note due April 30, 2013		31,471		—		18,200		13,271

November 20, 2012 Convertible Note
Note due November 20, 2013		55,710		—		49,605		6,105

December 14, 2012 Convertible Note
Note due April 18, 2013		189,210		—		81,302		107,908

December 18, 2012 Convertible Note
Note due December 14, 2013		50,000		—		—		50,000
Total	$	2,437,515	$	203,836	$	757,449	$	1,476,230

February 2011 Secured Convertible Notes

On February 24, 2011, the Company entered into a securities purchase agreement with accredited investors to place Senior Secured Convertible Notes (the “February 2011 Notes”) with a maturity date of three years after the issuance thereof in the aggregate principal amount of $1,184,694. Consideration under the notes consisted of $944,694 in cash proceeds, including accrued interest.

The February 2011 Notes bear interest at the rate of 10% per annum except in case of default, in which case they bear interest at the rate of 20% per annum. The Company paid a finders’ fee of $41,500 on the notes.

In connection with the issuance of the February 2011 Notes, the Company issued 23,694 warrants, exercisable into common stock at $25.00 with five year terms.

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

During the year ended December 31, 2012, one of the investors settled the principal amount of $203,836 and accrued interest of $16,419 of the February 2011 Notes in exchange for December 14, 2012 Convertible Note (the “December 14, 2012 Note”).

April 2011 Secured Convertible Notes

On April 4, 2011, the Company entered into a securities purchase agreement with accredited investors to place Senior Secured Convertible Notes (the “April 2011 Notes”) with a maturity date of three years after the issuance thereof in the aggregate principal amount of $215,000. Consideration under the notes consisted of $190,000 in cash proceeds, and $25,000 was subscribed for by a holder of 2010 Notes in exchange for the extinguishment of warrants related to the 2010 Notes.

The April 2011 Notes bear interest at the rate of 10% per annum except in case of default, in which case they bear interest at the rate of 20% per annum. The Company paid a finders’ fee of $4,550.

In connection with the issuance of the April 2011 Notes, the Company issued 4,300 warrants, exercisable into common stock at $25.00 with 2 year terms.

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

June 2011 Secured Convertible Note

On June 6, 2011, the Company entered into a securities purchase agreement with accredited investors to place Senior Secured Convertible Note (the “June 2011 Note”) with a maturity date of three years after the issuance thereof in the aggregate principal amount of $30,000.

The June 2011 Note bears interest at the rate of 10% per annum except in case of default, in which case it bears interest at the rate of 20% per annum. In connection with the issuance of the June 2011 Note, the Company issued 600 warrants, exercisable into common stock at $25.00 with two year terms.

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

August 8, 2012 Convertible Note

On August 8, 2012, the Company entered into a securities purchase agreement with accredited investors to place a Convertible Note (the “August 8, 2012 Note”) with a maturity date of one year after the issuance thereof in the aggregate principal amount of $111,430. Consideration under the notes consisted of $92,000 in cash proceeds after $8,000 payment of finders’ fee and an original issue discount of $11,430.

The Company allocated the net proceeds to the conversion option based on the calculated fair value. The fair value of the conversion option was recorded at $100,000 and recognized as a derivative liability and the debt was recorded at $nil. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of one year, risk free rate of 0.19%, dividend yield of 0% and volatility of 139.77%. The debt discount was being accreted over the one year term of the August 8, 2012 Note using the effective interest rate method.

During the year ended December 31, 2013, the investor converted the principal amount of $111,430 and accrued interest of the August 8, 2012 Note into common shares (Note 9).

August 12, 2012 Convertible Note

On August 12, 2012, the Company entered into a securities purchase agreement with accredited investors to place a Convertible Note (the “August 12, 2012 Note”) with a maturity date of three months after the issuance thereof in the aggregate principal amount of $27,500. Consideration under the notes consisted of $25,000 in cash proceeds after an original issue discount of $2,500. The agreement provides for the Company to issue 500 shares to the note holder as risk premium. The 500 shares were valued at $6,250 and recorded as loss on debt financing and obligation to issue shares. The August 12, 2012 Note bears interest at the rate of 10% per annum.

The Company allocated the net proceeds to the conversion option based on the calculated fair value. The fair value of the conversion option was recorded at $31,100 and recognized as a derivative liability and the debt was recorded at $nil. The transaction resulted in an accounting loss on debt financing of $6,100. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of three months, risk free rate of 0.11%, dividend yield of 0% and volatility of 138.31%. The debt discount was accreted over the three month term of the August 12, 2012 Note using the effective interest rate method.

August 20, 2012 Convertible Note

On August 20, 2012, the Company entered into a securities purchase agreement with accredited investors to place a Convertible Note (the “August 20, 2012 Note”) with a maturity date of one year after the issuance thereof in the aggregate principal amount of $20,000. The August 20, 2012 Note bears interest at the rate of 8% per annum.

The Company allocated the net proceeds to the conversion option based on the calculated fair value. The fair value of the conversion option was recorded at $36,100 and recognized as a derivative liability and the debt was recorded at $nil. The transaction resulted in an accounting loss on debt financing of $16,100. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of one year, risk free rate of 0.19%, dividend yield of 0% and volatility of 140.11%. The debt discount is being accreted over the one year term of the August 20, 2012 Note using the effective interest rate method.

September 18, 2012 Convertible Note

On September 18, 2012, the Company entered into a securities purchase agreement with accredited investors to place a Convertible Note (the “September 18, 2012 Note”) with a maturity date of one year after the issuance thereof in the aggregate principal amount of $82,500. Consideration under the notes consisted of $69,000 in cash proceeds after $6,000 payment of finders’ fee and an original issue discount of $7,500.

The Company allocated the net proceeds to the conversion option based on the calculated fair value. The fair value of the conversion option was recorded at $75,000 and recognized as a derivative liability and the debt was recorded at $nil. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of one year, risk free rate of 0.20%, dividend yield of 0% and volatility of 141.43%. The debt discount was accreted over the one year term of the September, 2012 Note using the effective interest rate method

During the year ended December 31, 2013, the investor converted the principal amount and accrued interest of $81,360 into common shares (Note 9). Of the balance of $24,990 remaining on the September 18, 2012 Note, the Company repaid $20,000 in full settlement and recognized $4,990 as gain on settlement of debt .

October 2012 Convertible Note

On October 15, 2012, the Company entered into a securities purchase agreement with an accredited investor to place a Convertible Note (the “October 2012 Note”) with a maturity date of one year after the issuance thereof in the aggregate principal amount of $340,000. Consideration under the notes consisted of $310,000 in cash proceeds after $10,000 payment of legal fee and an original issue discount of $30,000. The October 2012 Note carries an interest rate of 8%.

As part of the agreement, the Company also issued 30,000 warrants to the note holder exercisable at $25.00 per share expiring on October 31, 2016.

The Company has allocated the net proceeds to the conversion option and equity based on the calculated fair value. The fair value of the conversion option was recorded at $248,000 and recognized as a derivative liability and the equity was recorded at $62,000. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of one year, risk free rate of 0.19%, dividend yield of 0% and volatility of 139.16%. The debt discount has being accreted over the one year term of the October 2012 Note using the effective interest rate method.

October 9, 2012 Convertible Note

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

During the year ended December 31, 2013, the note was amended and assigned to a third party with price adjustment features ratified by the Company and converted into 53,690 shares of the Company. (Note 9).

November 1, 2012 Convertible Note

During the year, the Company converted a promissory note of $100,000 (Note 7) with an accredited investor into three convertible notes of $105,000 cumulatively. The three convertible notes were assigned to a third party, of which, two notes were converted into equity. In November and December 2012, the Note holder converted $73,737 of principal and interest into 12,627 shares. The fair value of the shares was determined to be $140,538 based on the quoted market prices. (Note 9). The third Convertible Note (the “November 1, 2012 Note”) was issued with a maturity date of six months in the aggregate principal amount of $31,471.

The November 1, 2012 Note bears interest at the rate of 10% per annum starting on November 15, 2012. If the Company is in default under certain events, the November 1, 2012 Note shall incur interest at the rate of 20% per annum retroactively.

The Company has allocated $31,471 of the balance of the November 1, 2012 Note to the conversion option and debt based on the calculated fair value. The fair value of the conversion option was recorded at $27,300 and recognized as a derivative liability and the debt was recorded at $4,171. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of 0.49 year, risk free rate of 0.09%, dividend yield of 0% and volatility of 127.26%. The debt discount is being accreted over the 0.49 year term of the November 1, 2012 Note using the effective interest rate method.

During the year ended December 31, 2013, the investor converted the November 1, 2012 Note and accrued interest into 5,128 common shares (Note 9).

November 20, 2012 Convertible Note

On November 20, 2012, the Company entered into a securities purchase agreement with an accredited investor to place a Convertible Note (the “November 20, 2012 Note”) with a maturity date of one year after the issuance thereof in the aggregate principal amount of $55,710. Consideration under the notes consisted of $50,000 in cash proceeds after $4,000 payment of finder’s fee and an original issue discount of $5,710. A one-time interest of 5% was applied to the principal sum of the note as part of the agreement.

The Company has allocated the net proceeds to the conversion option based on the calculated fair value. The fair value of the conversion option was recorded at $50,000 and recognized as a derivative liability and the debt was recorded at $nil. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of one year, risk free rate of 0.16%, dividend yield of 0% and volatility of 134.71%. The debt discount is being accreted over the one year term of the November 20, 2012 Note using the effective interest rate method.

December 14, 2012 Convertible Note

On December 14, 2012, the Company converted part of the February 2011 Notes in the amount of $220,255 into a Convertible Note (the “December 14, 2012 Note”) with a maturity date of four months after the issuance thereof in the aggregate principal amount of $252,280. Consideration under the notes consisted of $220,255 from February 2011 Notes, $10,000 payment of legal fee and an original issue discount of $22,025. The December 14, 2012 Note bears interest at the rate of 8% per annum. In the event of default under certain conditions, the interest will accrue at the rate of 18% per annum.

In December 2012, the December 14, 2012 Note was assigned to a third party and the Company paid the first installment of $65,032 consisting of principal and interest in 10,785 shares. The fair value of the shares was determined to be $96,523 based on the quoted market price of $9.00 per share. (Note 9).

The Company has allocated $189,210 of the balance of the December 14, 2012 Note to the conversion option and debt based on the calculated fair value. The fair value of the conversion option was recorded at $94,100 and recognized as a derivative liability and the debt was recorded at $95,110. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of 0.35 year, risk free rate of 0.06%, dividend yield of 0% and volatility of 100.88%. The debt discount is being accreted over the 0.45 year term of the December 14, 2012 Note using the effective interest rate method.

During the year ended December 31, 2013, the investor converted the remaining balance of the note and accrued interest of $189,210 on the December 14, 2012 Note into common shares (Note 9).

December 18, 2012 Convertible Note

On December 18, 2012, the Company entered into a securities purchase agreement with accredited investors to place convertible notes (the “December 18, 2012 Notes”) with a maturity date of one year after the issuance thereof in the aggregate principal amount of $50,000. The December 18, 2012 Notes carry an interest rate of 9%, due and payable on the maturity date.

January 5, 2013 Convertible Notes

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

In July, 2013, the consultant assigned $115,000 of the convertible note to a third party with amendments to adjustment of conversion price ratified by the Company. As of December 31, 2013, $452,729 of the January 5, 2013 Notes is outstanding.

January 31, 2013 Convertible Note

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

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

February 27, 2013 Convertible Note

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

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

April 2, 2013 Convertible Note

On April 2, 2013, the Company exchanged accounts payable into convertible notes (the “April 2, 2013 Note”) in the aggregate principal amount of $80,967. The note holder has the option to convert a portion or all of the outstanding balance of the note into shares of the Company’s common stock at a conversion rate of $7.00 per share. The note will incur an interest rate of 8% per year unless the Company defaults under certain conditions, in which case, the note will incur an interest rate of 20% per year.

April 18, 2013 Convertible Note

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

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

During the year ended December 31, 2013, the investor converted $31,733, part of the principal and accrued interest on the April 18, 2013 Note, into common shares (Note 9).

May 2, 2013 Convertible Notes

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

May 5, 2013 Convertible Note

On May 5, 2013, the Company exchanged accounts payable into convertible notes (the “May 5, 2013 Note”) in the aggregate principal amount of $45,000. The note holder has the option to convert a portion or all of the outstanding balance of the May 5, 2013 Note into shares of the Company’s common stock at a conversion rate of $7.00 per share. The note will incur an interest rate of 8% per year unless the Company defaults under certain conditions, in which case, the note will incur an interest rate of 20% per year.

May 14, 2013 Convertible Note

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

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

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

June 27, 2013 Convertible Note

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

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

June 19, 2013 Convertible Note

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

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

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

During the year ended December 31, 2013, the third party converted the principal amount of $83,000 and accrued interest of the June 19, 2013 Note into 108,188 common shares (Note 9).

July 12, 2013 Convertible Note

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

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

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

During the year ended December 31, 2013, the investor converted the principal amount and accrued interest of $28,200 of the July 12, 2013 Note into 50,000 common shares (Note 9).

October, 2013 Convertible Notes

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

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

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

November, 2013 Convertible Notes

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

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

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

December, 2013 Convertible Notes I

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

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

December, 2013 Convertible Notes II

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

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

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

For the year ended December 31, 2013, the Company recorded accretion of debt discount of $1,110,831 for the convertible notes.

Subsequent to year ended December 31, 2013, the Company substantially converted all of the convertible debt into shares of common stock of the Company under a restructuring plan (Note 15).

LOANS PAYABLE

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

LOANS PAYABLE

Note 6: Loans payable

As at December 31, 2013, there were unsecured loan advances in the amount of $42,200 (December 31, 2012 - $10,000) which are due on demand. $40,000 of the loans bear interest of 10% per annum and $2,200 were advanced by the directors of the Company (Note 8).

PROMISSORY NOTE

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

PROMISSORY NOTE

Note 7: Promissory note

During the year ended December 31, 2012, the Company issued promissory notes in the amount of $67,942, of which $38,000 of promissory notes were issued to an officer and a director of the Company (Note 8). The promissory notes bear no interest charges and have no fixed repayment terms.

During the year ended December 31, 2013, the Company converted $210,000 of accounts payable into a promissory note, payable on a preset schedule of payments starting in April 2013. Any of the late payments will incur interest at the rate of 9% per year. The Company had not made any payments and is in default of the payment schedule. The payments in default are accruing interest of 9% per year. Subsequent to the year ended December 31, 2013, the note holder converted outstanding principal and accrued interest into 1,400,000 post reverse stock split common shares (Note 15).

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

RELATED PARTY TRANSACTIONS

Note 8: Related Party Transactions

During the year ended December 31, 2013, the Company entered into transactions with certain officers and directors of the Company as follows:

(a) incurred $366,500 (2012 - $391,600) in management, consulting and directors’ fees and $129,000 (2012 - $90,000) in research and development services paid to officers and directors during the year;

(b) recorded $46,988 (2012 - $124,209) in stock based compensation for the fair value of options granted to management that were granted and or vested during the year;

(d) issued $nil (2012 - $38,000) in promissory notes to an officer and director of the Company (Note 7).

(e) Borrowed $2,200 (2012 - $nil) as a loan from an officer and director of the Company (Note 6).

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

At December 31, 2013, the Company had amounts owing to directors and officers of $369,345 (2012 - $373,346) in fees and $370,200 in loans and other advances. Other than the loan amounting to $2,200 bearing 10% per year interest, all other amounts due to related parties are unsecured, non-interest bearing and have no specific terms of repayment.

Subsequent to year ended December 31, 2013, the related parties settled $613,845 of the debt for shares of common stock of the Company (Note 15).

CAPITAL STOCK

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

CAPITAL STOCK

Note 9: Capital Stock

Share Capital

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

Subsequent to the year ended December 31, 2013, on January 6, 2014, the Company designated 1,200,000 series A preferred shares (“Series A Convertible Preferred Stock”). Each share of Series A Convertible Preferred Stock that is outstanding at the time that the Company enacts a 100 to 1 reverse stock split, the Series A Convertible Preferred Stock shall automatically convert into five shares of the Company’s common stock on a post-split basis.

Subsequent to the year ended December 31, 2013, on January 10, 2014, the Company completed a reverse stock split thereby issuing 1 new share for each 100 outstanding shares of the Company’s common stock and amending the Company’s Articles of Incorporation to increase the authorized shares of common stock from 150,000,000 shares of common stock to 500,000,000 shares (Note 15).

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

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

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

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

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

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

2013 Share Transactions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Company records shares issued for non-cash consideration or on conversion of debt at the fair value. As a result of the above settlements and conversions, the Company recorded a loss on settlement of debt of $2,560,045.

2012 Share Transactions

On March 15, 2012, the Company issued 3,333 shares of its restricted common stock to related parties, pursuant to debt settlement agreements to settle $50,000 of outstanding trade payable. At the time of issuance the fair value of the shares was determined to be $50,000 based on the quoted market price of $15.00 per share.

On March 15, 2012, the Company issued 4,000 shares of its restricted common stock with a fair value of $71,200 pursuant to a debt settlement and a consulting agreement.

On March 15, 2012, the Company issued 7,898 shares of its restricted common stock in settlement of accrued interest on the outstanding 2011 Notes.

In March 2012, the Company received subscription proceeds of $85,000. The subscribers purchased 7,333 share units at $15.00 per unit. Each unit consists of 1 share of Company’s common stock and half a warrant exercisable at $40.00, which expires in two years. The fair value of these warrants was determined to be $5,133.

In April 2012, the Company received subscription proceeds of $345,000. The subscribers purchased 23,000 share units at $15.00 per unit. Each unit consists of 1 share of Company’s common stock and half a warrant exercisable at $40.00, which expires in two years. The fair value of these warrants was determined to be $123,000.

In April, 2012, the Company issued 1,000 shares of its restricted common stock with a fair value of $18,500 pursuant to a debt settlement and a consulting agreement.

In April 2012, the Company issued 9,333 restricted common shares, at $15.00 per share, for proceeds of $140,000 received in October 2011, in a private placement.

In April 2012, the Company issued 10,000 common shares to a consultant pursuant to a consulting agreement effective October 1, 2011.

In April, 2012, the Company issued 1,633 shares of its restricted common stock with a fair value of $24,500 in settlement of accrued interest on the outstanding 2011 Notes.

In May 2012, the Company issued 140,000 common shares with a fair value of $1,918,000 to consultants pursuant to a consulting agreement.

In June 2012, the Company issued 352 shares of its restricted common stock with a fair value of $6,000 pursuant to a consulting agreement.

In August 2012, the Company issued 5,000 shares of its restricted common stock with a fair value of $74,000 pursuant to a consulting agreement.

In September 2012, the Company issued 5,000 shares of its restricted common stock with a fair value of $72,750 to the holder of a promissory note in exchange for the note holder’s agreement to forebear from pursuing collection action on that note (Note 7).

In November 2012, the Company issued 4,371 shares of its restricted common stock with a fair value of $55,944 on election by the holder to convert part of a convertible debt (Note 5) at a conversion price of $5.72 per share.

In November 2012, the Company issued 5,972 shares of its restricted common stock with a fair value of $63,003 on election by the holder to convert part of a convertible debt (Note 5) at a conversion price of $5.86 per share.

In November 2012, the Company issued 2,285 shares of its restricted common stock with a fair value of $21,591 on election by the holder to convert part of a convertible debt (Note 5) at a conversion price of $6.01 per share.

In December 2012, the Company issued 10,788 shares of its restricted common stock with a fair value of $96,523 as payment of installment of $65,032 for a convertible debt (Note 5) at a conversion price of $6.03 per share.

The Company records shares issued for non-cash consideration or on conversion of debt at the fair value. As a result of the above settlements and conversions in 2012, the Company recorded a loss on settlement of debt of $59,219.

Stock Compensation Plan

On October 14, 2009, the Company adopted the 2009 Stock Incentive Plan (the “2009 Plan”) which supersedes and replaces the 2007 Stock Plan. The 2009 Plan allows for the issuance of up to 100,000 common shares. Options granted under the Plan shall be at prices and for terms as determined by the Board of Directors.

On April 30, 2012, the Company granted 2,500 stock options to an officer at an exercise price of $18.00 per share, vesting monthly over thirty six month period. The aggregate fair value of the grant was estimated at $45,000, or $18.00 per option, using the Black-Scholes Option Pricing Model with weighted average assumptions as follows: a risk free interest rate of 1.95%, a dividend yield of 0%, an expected volatility of 199.0%, and an expected life of 10 years.

On May 8, 2012, the Company granted 2,500 stock options to a consultant at an exercise price of $17.00 per share, vesting monthly over twelve month period. The aggregate fair value of the grant was estimated at $40,000, or $17.00 per option, using the Black-Scholes Option Pricing Model with weighted average assumptions as follows: a risk free interest rate of 1.71%, a dividend yield of 0%, an expected volatility of 199.0%, and an expected life of 10 years.

The expensed portion of the value of the granted and vested options during the year ended December 31, 2013 was $132,093 (2012 - $204,427) which was recorded as stock based consulting and management fees.

Share purchase options

A summary of the Company’s stock options as of December 31, 2013 and 2012 and changes during the years is presented below:

	Number of Options	Weighted Average Exercise Price	Weighted Average Remaining Life

Balance, December 31, 2011	62,780	$ 18.00	6.85
Issued	5,150	17.00	9.35
Cancelled/Forfeited	(2,500)	35.00	-

Balance, December 31, 2012	65,430	18.00	6.05
Issued	-	-	-
Cancelled/Forfeited	-	-	-
Balance, December 31, 2013	65,430	$ 18.00	5.04

At December 31, 2013, the intrinsic value of the vested options was equal to $nil (2012 - $nil).

A summary of the status of the Company’s unvested options as of December 31, 2013 is presented below:

	Number of Shares	Weighted Average Grant-Date Fair Value

Unvested, December 31, 2012	3,796	$ 18.00
Granted	-	-
Vested	(2,685)	18.00
Cancelled	-	-

Unvested, December 31, 2013	1,111	$ 16.00

Share Purchase Warrants

In March, 2012, the Company issued 3,667 share purchase warrants to acquire an equivalent number of common shares of the Company, at an exercise price of $40 per share for an exercise period of up to two years from the issuance date. The warrants were issued pursuant to the private placement of $110,000 and included within equity. The fair value of these warrants was determined to be $5,133, using the Black-Scholes Option Pricing Model with an expected life of 2 years, a risk free interest rate of 0.37%, a dividend yield of 0%, and an expected volatility of 63%.

In April, 2012, the Company issued 11,500 share purchase warrants to acquire an equivalent number of common shares of the Company, at an exercise price of $40.00 per share for an exercise period of up to two years from the issuance date. The warrants were issued pursuant to a private placement and included within equity. The fair value of these warrants was determined to be $123,000, using the Black-Scholes Option Pricing Model with an expected life of 2 years, a risk free interest rate of 0.27%, a dividend yield of 0%, and an expected volatility of 146.6%.

In October, 2012, the Company issued 30,000 share purchase warrants to acquire an equivalent number of common shares of the Company, at an exercise price of $25.00 per share for an exercise period of up to four years from the issuance date. The warrants were issued pursuant to a convertible debt and included within equity. The residual fair value of these warrants was determined to be $62,000.

In December, 2012, the Company issued 10,000 share purchase warrants to acquire an equivalent number of common shares of the Company, at an exercise price of $10.00 per share for an exercise period of up to five years from the issuance date. The warrants were issued pursuant to a private placement and included within equity. The fair value of these warrants was determined to be $178,000, using the Black-Scholes Option Pricing Model with an expected life of 5 years, a risk free interest rate of 0.87%, a dividend yield of 0%, and an expected volatility of 199.0%.

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

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

A summary of the Company’s share purchase warrants as of December 31, 2013 and 2012 changes during the year is presented below:

	Number of Warrants	Weighted Average Exercise Price	Weighted Average Remaining Life

Balance, December 31, 2011	121,064	$ 56.00	2.81
Issued	55,167	26.00	3.32
Exercised, cancelled or expired	(7,144)	233.00	-
Balance, December 31, 2012	169,087	39.00	2.19
Issued	67,667	5.84	4.16
Exercised	(30,000)	25.00	-
Extinguished or expired	(57,302)	39.72	-
Balance, December 31, 2013	149,452	$ 25.85	2.76

INCOME TAXES

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 10: INCOME TAXES

The Company has not identified or quantified any significant temporary differences between the Company’s tax and financial bases of assets and liabilities that result in deferred tax assets, except for the Company’s net operating loss carry-forwards amounting to approximately $22,154,000 at December 31, 2013 (2012 - $18,713,000), which may be available to reduce future year’s taxable income. These carry forwards begin to expire, if not utilized, commencing in 2015. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization does not meet a more likely than not test and accordingly, the Company has recorded a 100% valuation allowance for the potential deferred tax asset relating to these tax loss carry forwards.

The Company reviews its valuation allowance requirements on an annual basis based on management’s expectations of future operations. Should circumstances change resulting in a change in management’s judgment about the recoverability of future tax assets, the impact of the change on the valuation allowance would be reflected in current operations and disclosures.

The Company’s policy is to accrue amounts for known or likely interest and penalties related to unrecognized tax charges or likely penalties and interest in its provision for income taxes. Additionally, ASC 740-10 requires that a company recognize in its financial statements the impact of a tax position that is more likely than not to be sustained upon examination based on the technical merits of the position. The Company has incurred taxable losses for all tax years since inception and accordingly, no provision for taxes has been recorded for the current or any prior fiscal year.

The actual income tax provisions differ from the expected amounts calculated by applying the combined federal and state corporate income tax rates to the Company’s loss before income taxes and other temporary adjusted as appropriate for temporary and permanent tax basis differences. The components of these differences are as follows:

	Year Ended	Year Ended
	December 31, 2013	December 31, 2012

Loss before income taxes	$ (5,532,552)	$ (6,171,867)
Corporate tax rate	35%	35%
Expected tax recovery	(1,936,393)	(2,160,153)

Increase (decrease) resulting from:
Permanent differences	626,270	384,590
Other items	(3,908)	(3,908)
Change in valuation allowance	1,314,031	1,779,471
Income tax recovery	$ -	$ -

The Company’s estimated deferred tax assets are as follows:

	Year Ended	Year Ended
	December 31, 2013	December 31, 2012

Deferred tax assets:
Stock option expense	$ 2,730,750	$ 2,730,750
Loss carry-forwards and tax pools	11,078,782	9,585,489
Valuation allowance	(13,809,532)	(12,316,239)
Net deferred income tax assets	$ -	$ -

As the criteria for recognizing future income tax assets have not been met due to the uncertainty of realization, a valuation allowance of 100% has been recorded for the current and prior year.

The Company has not filed income tax returns for several years for the US entities within the consolidated group of companies. Canadian corporate tax returns to the end of 2007 have been filed. Both taxing authorities prescribe penalties for failing to file certain tax returns and supplemental disclosures. Upon filing and/or review there could be penalties and interest assessed. Such penalties vary by jurisdiction and by assessing practices and authorities. As the Company has incurred losses since inception anticipated risk for exposure to penalties for income tax liability is determined to be low. However, certain jurisdictions may assess penalties for failing to file returns and other disclosures and for failing to file other supplementary information associated with foreign ownership, debt and equity positions. Inherent uncertainties arise over tax positions taken, or expected to be taken, with respect to transfer pricing, inter-company charges and allocations, financing charges, fees, related party transactions, tax credits, tax based incentives and stock based transactions.

Management has considered the likelihood and significance of possible penalties associated with its current and intended filing positions and has determined, based on their assessment, that such penalties, if any, would not be expected to be material.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 43, 44, 45, 46, 47, 48, 49
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

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

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

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

Note 11: Supplemental Cash Flow Information AND NON-CASH INVESTING AND FINANCING ACTIVITIES


	Year Ended December 31, 2013
		Shares/warrants		Amount
				$
Shares issued pursuant to consulting arrangements		3,500		38,935
Shares issued pursuant to debt settlement agreements		184,649		400,472
Shares issued pursuant to settlement agreements		82,500		118,275
Shares issued pursuant to notes conversion		362,047		737,520



			Year Ended December 31, 2012
			Shares/warrants		Amount
					$
Shares issued pursuant to consulting arrangements			145,352		1,998,000
Shares issued pursuant to debt settlement agreements			30,145		348,282
Shares issued for interest and penalties			16,531		245,717

Pursuant to the February 2011 Note settlement agreement entered during the year ended December 31, 2012, the Company issued December 14, 2012 Notes in the amount of $252,280 of which $220,255 was deemed to be for partial settlement of the February 2011 Note.

Pursuant to the promissory note settlement agreement entered during the year ended December 31, 2012, the Company issued November 1, 2012 Notes in the amount of $105,000 which was deemed to be full settlement of the promissory note (Note 7).

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

	Year Ended December 31,
	2013	2012

Interest paid in cash	$ -	$ -
Income taxes paid	$ -	$ -

CONTINGENCIES AND COMMITMENTS

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

CONTINGENCIES AND COMMITMENTS

Note 12: ContingencIES AND COMMITMENTs

Contingencies:

Consultant Litigation

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

Tax Filings

The Company has not filed income tax returns for several years in certain operating jurisdictions (Note 10), and may be subject to possible compliance penalties and interest. Management is currently not able to make a reliably measurable provision for possible liability for penalties and interest, if any, at this time, and the Company may be liable for such amounts upon assessment. Penalties and interest, if assessed in the future, will be recorded in the period such amounts are determinable.

Commitments:

Combined Research and Operating Obligations

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

The Company agreed that, during the period of the option and upon approval of FDA to conduct Phase I Trials, it will pay all the costs incurred by the Mayo Clinic, not to exceed a total of $841,000, of which $510,000 has been paid by a third party under the subsequent Sponsored Research Agreement and $330,000 has been accrued as of December 31, 2013. Management anticipates that Phase 1 Trials will complete by the end of 2014.

Management Services Agreement

In February 2011, the Company approved an employment agreement with Dr. Wilson with an initial term of 2 years, which may be automatically extended for successive one-year terms. This employment agreement provides for annual compensation of $180,000 and the grant of an option to acquire 20,000 shares of the Company’s common stock at $19.00 per share, 50% of which vested on March 16, 2011, while the remainder will vest monthly over a period of two years (417 per month). The options shall be exercisable for at least five years.

Consultant Agreements

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

In November 2013, the Company entered into an advisory agreement with Consultant A to provide expertise in the areas of finance, corporate restructuring and corporate development to the Management and Board of TapImmune for a one year term. The advisory agreement provides for an advisory fee of $10,000 per month from November 2013 to May 2014 for six months, extendable for additional six months subject to mutual agreement. The Company will also grant 250,000 shares to the consultant post restructuring of the Company’s debt(Note 15).

In December 2012, the Company entered into a one year consulting agreement starting on January 1, 2013 with a company owned by a director of the Company to provide consulting services relating to immunotherapies and other technologies of interest to the Company. The consulting agreement provides for a consulting fee of $3,500 per month, of which $2,500 shall be payable in cash and $1,000 paid in common stock. The agreement can be extended by an additional one-year period by mutual written consent. As of December 31, 2013, the consulting agreement had not been extended.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Note 13: accounts payable and accrued liabilities

Accounts Payable and Accrued Liabilities

	December 31, 2013	December 31, 2012
	$	$

Trade accounts payable	1,450,083	1,663,315
Debt settlement accruals	1,348,663	-
Accrued liabilities	201,334	142,245
Employee payroll and severance	220,290	61,458
Accrued interest	558,032	74,698
	3,778,401	1,941,716

RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14: RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements as of and for the year ended December 31, 2012 have been restated to revise the Company’s accounting for derivative liabilities and certain other accounts. The fair value of certain derivative liabilities was adjusted to record the effect of conversion of certain convertible notes and proper classification of some of the liabilities.

The impact of the restatement on the consolidated financial statements as of and for the year ended December 31, 2012, is shown in the following table:

Balance sheet data — December 31, 2012
		As reported		Adjustment		As restated
Cash	$	50,679	$	(16,840)	$	33,839
Total assets		104,212		(16,840)		87,372

Accounts payable and accrued liabilities		2,058,556		(116,840)		1,941,716
Derivative liability – conversion option		798,300		69,275		867,575
Derivative liability - warrants		677,086		300,000		977,086
Convertible notes payable		1,376,230		100,000		1,476,230
Due to related parties		366,697		6,649		373,346
Total liabilities		5,770,809		359,084		6,129,893

Additional paid-in capital		43,545,947		(62,000)		43,483,947
Deficit accumulated during the development stage		(49,580,159)		(313,924)		(49,894,083)
Stockholders’ deficiency	$	(5,666,597)	$	(375,924)	$	(6,042,521)

Consolidated Statement of Operations data For the year ended December 31, 2012
		As reported		Adjustment		As restated
Management fees	$	295,600	$	6,649	$	302,249
Net loss before other items		(6,222,798)		(6,649)		(6,229,447)
Changes in fair value of derivative liabilities		536,527		(307,375)		229,252
Net Loss	$	(5,857,943)	$	(313,924)	$	(6,171,867)

Consolidated Statement of Operations data From July 27, 1999 (inception) to December 31, 2012
		As reported		Adjustment		As restated
Management fees	$	3,067,654	$	6,649	$	3,074,303
Net loss before other items		(41,491,894)		(6,649)		(41,498,543)
Changes in fair value of derivative liabilities		4,611,667		(307,375)		4,304,392
Net Loss	$	(49,580,159)	$	(313,924)	$	(49,894,083)

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2013

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

Note 15: SUBSEQUENT EVENTS

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

On January 10, 2014, the shareholders and the board of directors of the Company approved a reverse stock split whereby every one hundred shares of common stock held by a stockholder were exchanged for one share of the Company’s common stock.

On January 10, 2014, the Company amended its Articles of Incorporation to increase its authorized share capital from 150,000,000 shares of common stock and 5,000,000 shares of preferred stock to 500,000,000 shares of common stock and 5,000,000 shares of preferred stock.

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

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

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

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

In January and February 2014, the Company converted debt totaling approximately $3,498,000 into 874,555 shares of Series A Convertible Preferred Stock. On February 20, 2014, the 874,555 shares of Series a Convertible Preferred Stock were converted into 4,372,774 shares of common stock. This debt included $746,696 of principal and interest due to related parties, which was converted into 933,370 common shares.

In February 2014, the Company converted debt totaling approximately $1,374,000 into 1,374,307 shares of Series B Convertible Preferred Stock. On February 20, 2014, the 1,374,307 shares of Series B Convertible Preferred Stock were converted into 9,620,150 shares of common stock.

On February 20, 2014, the Company issued 168,787 shares of common stock for:

· 5,000 restricted common shares in exchange for legal fees,

· 150,000 restricted common shares in pursuant to a consulting agreement, and

· 13,787 restricted common shares in exchange for legal fees.

On March 24, 2014, the Company issued 145,000 shares of its common stock to one person for the settlement of approximately $127,040 of debt, and on April 4, 2014, the Company issued 244,764 shares of common stock to the same person for the settlement of approximately $214,446 of debt.

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

On March 18, 2014, a third party entered into an option agreement with the Company to assign its technology license agreement (“license Agreement”) with Mayo Foundation for Medical Education and Research (“Mayo”) on the following terms:

· The Company to issue 100,000 share purchase warrants of its common stock at a price of $4.00 per share for a five year term as compensation for receiving the option;

· On the Company exercising its option and completing the assignment, at the option of the third party, issuing additional 100,000 share purchase warrants of its common stock at a price of $4.00 per share for a five year term or 25% of the royalties that Mayo is to receive under the License Agreement; and

· Pay the third party $400,000, the payments made by the third party to Mayo, either in cash or shares of the Company’s common stock equal to such amount divided by $4.00.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2013
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America.
Principles of Consolidation	Principles of Consolidation These financial statements include the accounts of the Company and its wholly-owned subsidiaries GeneMax Pharmaceuticals Inc. (“GPI”) and GeneMax Pharmaceuticals Canada Inc. (“GPC”). All significant intercompany balances and transactions are eliminated upon consolidation.
Use of Estimates	Use of Estimates Preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ materially from those estimates. Significant areas requiring management’s estimates and assumptions include deferred taxes and related tax balances and disclosures, determining the fair value of stock-based compensation and stock based transactions, the fair value of the components of the convertible notes payable, foreign exchange gains and losses, and accrued liabilities. Matters impacting the company’s ability to continue as a going concern and contingencies also involve the use of estimates and assumptions.
Fair Value Measurements	Fair Value Measurements The objective of ASC 820, Fair Value Measurements and Disclosures, is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements.
Foreign Currency Translation	Foreign Currency Translation The functional currency of the Company, including its US subsidiary, is United States dollars. GPC maintains its accounting records in its local currency (Canadian dollar). In accordance with ASC 830, Foreign Currency Matters, the financial statements of the Company's subsidiary is translated into United States dollars using period end exchange rates for monetary assets and liabilities and average exchange rates over the period for revenues and expenses. Non-monetary assets are translated at their historical exchange rates. Exchange gains or losses from such translations are included in accumulated comprehensive income (loss), as a separate component of stockholders' equity. Net gains and losses resulting from foreign currency exchange gains and losses on transactions occurring in a currency other than the Company's functional currency are included in the determination of net income in the period.
Financial Instruments and Concentration of Credit Risk	Financial Instruments and Concentration of Credit Risk The fair values of cash, accounts payable, and other current monetary liabilities approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company's operations and financing activities are conducted primarily in United States dollars, and as a result the Company is not subject to significant exposure to market risks from changes in foreign currency rates. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from assets classified as financial instruments.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability of these assets is measured by comparison of carrying amounts to future undiscounted cash flows the assets are expected to generate. An impairment loss is recognized when the carrying amount exceeds fair value.
Stock-Based Compensation	Stock-Based Compensation The Company uses the Black-Scholes option-pricing model to determine the grant date fair-value of stock-based awards under ASC 718, Compensation – Stock Compensation. The fair value is recorded in income depending on the terms and conditions of the award, and the nature of the relationship of the recipient of the award to the Company. The Company records the grant date fair value in income in line with the period over which it was earned. For employees and management this is typically considered to be the vesting period of the award. For consultants the fair value of the award is recorded in income over the term of the service period, and unvested amounts are revalued at each reporting period over the service period.
Deferred Financing Costs	Deferred Financing Costs The Company defers direct costs incurred in connection with the sale of common shares which are offset against the proceeds of the financing upon completion. Costs incurred in connection with convertible loans payable are deferred and amortized as a financing cost over the term of the convertible loans. Upon conversion of the loan, any unamortized amount of deferred financing costs will be charged to stockholders’ equity as a cost of financing.
Research and Development Costs	Research and Development Costs The Company has acquired development and marketing rights to certain technologies. The rights and licenses acquired are considered rights to unproven technology which may not have alternate future uses and therefore, have been expensed as incurred as research and development costs.
Income Taxes	Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax balances. Potential deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on potential deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment. The Company recognizes deferred taxes on unrealized gains directly within other comprehensive income, and concurrently releases part of the related valuation allowance resulting in nil impact within OCI or on the balance sheet. As at December 31, 2013, the Company had net operating loss carry forwards; however, due to the uncertainty of realization, the Company has provided a full valuation allowance for the potential deferred tax assets resulting from these loss carry forwards.
Derivative Warrant Liability	Derivative Warrant Liability The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of embedded derivatives be marked-to-market at each balance sheet date and carried at fair value. In the event that the fair value is recorded as a liability, the change in fair value during the period is recorded in the Statement of Operations as either income or expense. Upon conversion, exercise or modification to the terms of a derivative instrument, the instrument is marked to fair value at the conversion date and then the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. In evaluating the application of ASC 815-40, management must determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. ASC 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The application of ASC 815-40-15 has affected the accounting for (i) certain freestanding warrants that contain exercise price adjustment features and (ii) convertible notes containing full-ratchet and anti-dilution protections (iii) certain free standing warrants that contain contingently puttable cash settlement.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company follows ASC paragraph 825-10-50-10 for disclosures about fair value of its financial instruments and ASC paragraph 820-10-35-37 to measure the fair value of its financial instruments. 820-10-35-37 establishes a framework for measuring fair value pursuant to GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 further establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amounts of the Company’s financial assets and liabilities, such as cash, due from government agency, accounts payable and accrued liabilities, research agreement obligations, and due to related parties, approximate their fair values because of their short term maturity. The Company’s convertible notes payable approximate fair value based upon management’s estimate of comparable interest rates that would be available to the Company for similar financial arrangements. The Company revalues its derivative warrant and derivative conversion option liabilities at each reporting period and recognizes gains or losses in the consolidated statements of operations that are attributable to the change in the fair value.
Loss per Common Share	Loss per Common Share Basic loss per share is computed by dividing loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. If applicable, diluted earnings per share reflect the potential dilution of securities that could share in the earnings (loss) of the Company. The common shares potentially issuable on conversion of outstanding convertible debentures, warrants and stock options are anti-dilutive and have not been included in the calculation.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements On April 1, 2012, the Company adopted new guidance related to the presentation of comprehensive income. The main provisions of the new guidance provide that an entity that reports items of other comprehensive income has the option to present comprehensive income as (i) a single statement that presents the components of net income and total net income, the components of other comprehensive income and total other comprehensive income and a total for comprehensive income or (ii) in two separate but consecutive statements, whereby an entity must present the components of net income and total net income in the first statement and that statement is immediately followed by a financial statement that presents the components of other comprehensive income, a total for other comprehensive income and a total for comprehensive income. The new rules eliminate the option to present the components of other comprehensive income as part of the statement of stockholders' equity. These new rules have been applied retrospectively and became effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2011 (January 1, 2012 for the Company), with early adoption permitted. The adoption of this new guidance did not have a material impact on our Consolidated Financial Statements. The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. It does not expect the adoption of these pronouncements to have a material impact on its financial position, results of operations or cash flows.

DERIVATIVE WARRANT LIABILITY AND FAIR VALUE (Tables)

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

Binomial model

	December 31, 2012				December 31, 2013
	Expected Life (Years)	Risk free Rate	Dividend yield	Volatility	Expected Life (Years)	Risk free Rate	Dividend yield	Volatility
Share purchase warrants	0.08 to 3.21	0.02% to 0.36%	0.00%	199%	0.85 to 2.78	0.13% to 0.78%	0.00%	199%

Conversion option

	December 31, 2012				December 31, 2013
	Expected Life (Years)	Risk free Rate	Dividend yield	Volatility	Expected Life (Years)	Risk free Rate	Dividend yield	Volatility
Conversion option	0.003 to 0.89	0.05% to 0.19%	0.00%	100.88% to 141.21%	0.16 to 0.53	0.04% to 0.10%	0.00%	199%

Derivative liability – warrants and Derivative liability

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

Fair Value Measurements Using

	As of December 31, 2012
		Fair Value Measurements Using
	Carrying Value	Level 1	Level 2	Level 3	Total
Derivative liability - warrants	$ 977,086	-	-	$ 977,086	$ 977,086
Derivative liability – conversion option	867,575	-	-	867,575	867,575
Total	$ 1,844,661	-	-	$ 1,844,661	$ 1,844,661

Fair value, including net transfers

	Fair Value Measurements Using Level 3 Inputs
	Derivative liability - warrants	Derivative liability – conversion option	Total
Balance, December 31, 2011	$ 1,317,834	$ -	$ 1,317,834
Additions during the year	300,000	737,700	1,037,700
Total unrealized (gains) or losses included in net loss	(597,127)	129,875	(467,252)
Debt settlement	(43,621)	-	(43,621)
Transfers in and/or out of Level 3	-	-	-
Balance, December 31, 2012	977,086	867,575	1,844,661
Additions during the year	206,000	810,500	1,016,500
Total unrealized (gains) or losses included in net loss	(1,042,582)	(1,095,775)	(2,138,357)
Transfers in and/or out of Level 3	-	-	-
Balance, December 31, 2013	$ 140,504	$ 582,300	$ 722,804

CONVERTIBLE NOTES PAYABLE (Tables)

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

TABLE OF CONVERTIBLE NOTES PAYABLE

	Face Value	Principal Repayment/ Settlement/Re-issued	Unamortized Note Discount	Balance at December 31, 2013

February 2011 Secured Convertible Notes
Senior Secured Notes, due February 24, 2014	$ 1,184,694	$ 203,836	$ 20,083	$ 960,775

April 2011 Secured Convertible Notes
Senior Secured Notes, due April 4, 2014	215,000	-	8,835	206,165

June 2011 Secured Convertible Note
Senior Secured Notes, due June 6, 2014	30,000	-	1,189	28,811

August 8, 2012 Convertible Note
Note due August 8, 2013	111,430	111,430	-	-

August 12, 2012 Convertible Note
Note became due November 12, 2012	27,500	-	-	27,500

August 20, 2012 Convertible Note
Note due August 20, 2013	20,000	-	-	20,000
September 18, 2012 Convertible Note
Note due October 1, 2013	82,500	82,500	-	-

October 2012 Convertible Note
Note due October 15, 2013	340,000	-	-	340,000

October 9, 2012 Convertible Notes	100,000	100,000	-	-
Note due April 30, 2013

November 1, 2012 Convertible Note
Note due April 30, 2013	31,471	31,471	-	-

November 20, 2012 Convertible Note
Note due November 20, 2013	55,710	44,962	-	10,748

December 14, 2012 Convertible Note
Note due April 18, 2013	189,210	189,210	-	-

December 18, 2012 Convertible Note
Note due December 14, 2013	50,000	-	-	50,000

January 5, 2013 Convertible Notes	567,729	115,000	-	452,729

January 31, 2013 Convertible Notes	24,135	-	-	24,135

February 27, 2013 Convertible Note
Note due February 27, 2014	58,500	-	8,819	49,681

April 2, 2013 Convertible Notes	80,967	-	-	80,967

April 18, 2013 Convertible Note
Note due December 18, 2013	60,000	28,312	-	31,688

May 2, 2013 Convertible Notes	50,000	-	-	50,000

May 5, 2013 Convertible Notes	45,000	-	-	45,000

May 14, 2013 Convertible Note
Note due May 14, 2014	126,000	-	46,258	79,742

June 27, 2013 Convertible Note
Note due June 27, 2014	37,620	-	17,515	20,105

June 19, 2013 Convertible Note
Note due June 19, 2014	115,000	83,000	8,217	23,783

July 12, 2013 Convertible Note
Note due July 12, 2014	125,000	28,200	57,200	39,600

October, 2013 Convertible Notes
Notes due in April, 2014	94,444	-	56,044	38,400

November, 2013 Convertible Notes
Notes due in May, 2014	85,000	-	57,996	27,004

December, 2013 Convertible Notes I
Notes due May, 2014	277,222	-	258,478	18,744

December, 2013 Convertible Notes II
Notes due May, 2014	536,400	-	-	536,400

Total	$ 4,720,532	$ 1,017,921	$ 540,634	$ 3,161,977

Debt instrument transactions that are relevant

	Face Value	Principal Repayment/ Settlement	Unamortized Note Discount	Balance at December 31, 2012

February 2011 Secured Convertible Notes
Senior Secured Notes, due February 24, 2014	$ 1,184,694	$ 203,836	$ 153,358	$ 827,500

April 2011 Secured Convertible Notes
Senior Secured Notes, due April 4, 2014	215,000	-	43,140	171,860

June 2011 Secured Convertible Note
Senior Secured Notes, due June 6, 2014	30,000	-	3,953	26,047

August 8, 2012 Convertible Note
Note due August 8, 2013	111,430	-	67,163	44,267

August 12, 2012 Convertible Note
Note became due November 12, 2012	27,500	-	-	27,500

August 20, 2012 Convertible Note
Note due August 20, 2013	20,000	-	12,712	7,288

September 18, 2012 Convertible Note
Note due October 1, 2013	82,500	-	59,741	22,759

October 9, 2012 Convertible Notes
Note due April 30, 2013	100,000	-	-	100,000

October 2012 Convertible Note
Note due October 15, 2013	340,000	-	268,275	71,725

November 1, 2012 Convertible Note
Note due April 30, 2013	31,471	-	18,200	13,271

November 20, 2012 Convertible Note
Note due November 20, 2013	55,710	-	49,605	6,105

December 14, 2012 Convertible Note
Note due April 18, 2013	189,210	-	81,302	107,908

December 18, 2012 Convertible Note
Note due December 14, 2013	50,000	-	-	50,000
Total	$ 2,437,515	$ 203,836	$ 757,449	$ 1,476,230

CAPITAL STOCK (Tables)

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

Company’s stock

	Number of Options	Weighted Average Exercise Price	Weighted Average Remaining Life

Balance, December 31, 2011	62,780	$ 18.00	6.85
Issued	5,150	17.00	9.35
Cancelled/Forfeited	(2,500)	35.00	-

Balance, December 31, 2012	65,430	18.00	6.05
Issued	-	-	-
Cancelled/Forfeited	-	-	-
Balance, December 31, 2013	65,430	$ 18.00	5.04

Status of the Company’s unvested

	Number of Shares	Weighted Average Grant-Date Fair Value

Unvested, December 31, 2012	3,796	$ 18.00
Granted	-	-
Vested	(2,685)	18.00
Cancelled	-	-

Unvested, December 31, 2013	1,111	$ 16.00

Share purchase warrants

	Number of Warrants	Weighted Average Exercise Price	Weighted Average Remaining Life

Balance, December 31, 2011	121,064	$ 56.00	2.81
Issued	55,167	26.00	3.32
Exercised, cancelled or expired	(7,144)	233.00	-
Balance, December 31, 2012	169,087	39.00	2.19
Issued	67,667	5.84	4.16
Exercised	(30,000)	25.00	-
Extinguished or expired	(57,302)	39.72	-
Balance, December 31, 2013	149,452	$ 25.85	2.76

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Components of these differences

	Year Ended	Year Ended
	December 31, 2013	December 31, 2012

Loss before income taxes	$ (5,532,552)	$ (6,171,867)
Corporate tax rate	35.00%	35.00%
Expected tax recovery	(1,936,393)	(2,160,153)

Increase (decrease) resulting from:
Permanent differences	626,270	384,590
Other items	(3,908)	(3,908)
Change in valuation allowance	1,314,031	1,779,471
Income tax recovery	$ -	$ -

Estimated deferred tax assets

	Year Ended	Year Ended
	December 31, 2013	December 31, 2012

Deferred tax assets:
Stock option expense	$ 2,730,750	$ 2,730,750
Loss carry-forwards and tax pools	11,078,782	9,585,489
Valuation allowance	(13,809,532)	(12,316,239)
Net deferred income tax assets	$ -	$ -

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

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

Shares issued pursuant to consulting arrangements


	Year Ended December 31, 2013
		Shares/warrants		Amount
				$
Shares issued pursuant to consulting arrangements		3,500		38,935
Shares issued pursuant to debt settlement agreements		184,649		400,472
Shares issued pursuant to settlement agreements		82,500		118,275
Shares issued pursuant to notes conversion		362,047		737,520



			Year Ended December 31, 2012
			Shares/warrants		Amount
					$
Shares issued pursuant to consulting arrangements			145,352		1,998,000
Shares issued pursuant to debt settlement agreements			30,145		348,282
Shares issued for interest and penalties			16,531		245,717

Additional disclosure on non-cash transactions

	Year Ended December 31,
	2013	2012

Interest paid in cash	$ -	$ -
Income taxes paid	$ -	$ -

CONTINGENCIES AND COMMITMENTS (Tables)

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

Aggregate minimum annual payments


2014	$	7,152
	$	7,152

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

Accounts Payable and Accrued Liabilities

	December 31, 2013	December 31, 2012
	$	$

Trade accounts payable	1,510,421	1,663,315
Accrued liabilities	1,490,908	142,245
Employee payroll	219,040	61,458
Accrued interest	558,032	74,698
	3,778,401	1,941,716

RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS (Tables)

12 Months Ended

Dec. 31, 2013

Notes to Financial Statements

Restatement on the consolidated financial statements

As reported			Adjustment		As restated
Balance sheet data — December 31, 2012

Cash	$	50,679	$	(16,840)		$	33,839
Total Assets		104,212		(16,840)			87,372
Accounts payable and accrued liabilities		2,058,556		(116,840)			1,941,716
Derivative liability – conversion option		798,300		69,275			867,575
Derivative liability - warrants		677,086		300,000			977,086
Convertible notes payable		1,376,230		100,000			1,476,230
Due to related parties		366,697		6,649			373,346
Total liabilities		5,770,809		359,084			6,129,893
Additional paid-in capital		43,545,947		(62,000)			43,483,947
Deficit accumulated during the development stage		(49,580,159)		(313,924)			(49,894,083)
Stockholders’ deficiency	$	(5,666,597)	$	(375,924)		$	(6,042,521)
As reported			Adjustment		As restated
Consolidated Statement of Operations data For the year ended December 31, 2012
Management fees	$	295,600	$	6,649		$	302,249
Net Loss Before Other Items		(6,222,798)		(6,649)			(6,229,447)
Changes in fair value of derivative liabilities		536,527		(307,375)			229,252
NET LOSS	$	(5,857,943)	$	(313,924)		$	(6,171,867)

Management fees

As reported			Adjustment		As restated
Consolidated Statement of Operations data From July 27, 1999 (inception) to December 31, 2012
Management fees	$	3,067,654	$	6,649		$	3,074,303
Net Loss Before Other Items		(41,491,894)		(6,649)			(41,498,543)
Changes in fair value of derivative liabilities		4,611,667		(307,375)			4,304,392
NET LOSS	$	(49,580,159)	$	(313,924)		$	(49,894,083)

RESEARCH AGREEMENTS (Details Narrative)	Dec. 31, 2013 USD ($)
Notes to Financial Statements
Company accrued	$ 492,365

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	12 Months Ended
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	Dec. 31, 2013	Dec. 31, 2012	Nov. 30, 2013	Oct. 31, 2013	Jul. 12, 2013	Jun. 27, 2013	May 14, 2013	May 05, 2013	May 02, 2013	Apr. 18, 2013	Apr. 02, 2013	Feb. 27, 2013	Jan. 31, 2013	Jan. 05, 2013	Dec. 18, 2012	Dec. 14, 2012	Nov. 20, 2012	Nov. 01, 2012	Oct. 15, 2012	Oct. 09, 2012	Sep. 18, 2012	Aug. 20, 2012	Aug. 12, 2012	Aug. 08, 2012	Jun. 06, 2011	Apr. 04, 2011	Feb. 24, 2011
Notes to Financial Statements
Aggregate principal amount	$ 277,222		$ 85,000	$ 94,444	$ 125,000	$ 37,620	$ 126,000	$ 45,000	$ 50,000	$ 60,000	$ 80,967	$ 58,500		$ 567,729	$ 50,000	$ 252,280	$ 55,710	$ 31,471	$ 340,000		$ 82,500	$ 20,000	$ 27,500	$ 111,430	$ 30,000	$ 215,000	$ 1,184,694
Cash proceeds, including accrued interest	$ 250,000		$ 77,000	$ 85,030	$ 110,000	$ 30,000	$ 110,000			$ 50,000		$ 46,000					$ 50,000		$ 310,000		69,000		$ 25,000	92,000		$ 190,000	$ 944,694
Interest rate	10%		10%	10%	8%	5%	8%	8%	10%	8%	8%	5%			9%	8%	5%		8%	20%		8%	10%		10%	10%	10%
Paid a finders’ fee					$ 15,000	$ 3,000	$ 5,000			$ 5,000		$ 4,000					$ 4,000		$ 10,000		6,000			8,000		$ 4,550	$ 41,500
Issued warrants					41,667		20,000												$ 30,000				$ 500		$ 600	$ 4,300	$ 23,694
Common stock																			$ 25.00						$ 25.00	$ 25.00	$ 25.00
Fair value of warrants	$ 277,222		$ 85,000	$ 94,444	114,000	30,200	115,000			27,800		44,700				$ 94,100	69,000	27,300	$ 248,000		76,400	$ 36,100	31,100		$ 8,280	$ 130,720	$ 483,355
Derivative liabilities and the debt					104,000	2,800	$ 96,000			27,200		5,300				95,110	19,000	$ 4,171	62,000					155,700	$ 21,720	$ 84,280	$ 701,339
Principal amount	81,360	$ 203,836
Accrued interest		$ 16,419
Original issue discount	27,222		$ 8,000	$ 9,414	$ 11,000	$ 4,620				$ 5,000		$ 8,500				$ 22,025	$ 5,710		$ 30,000		$ 7,500		$ 2,500	$ 11,430
accounts payable	$ 382,000												$ 24,134							$ 100,000

LOANS PAYABLE (Details Narrative) - USD ($)	Dec. 31, 2013	Dec. 31, 2012
Notes to Financial Statements
Loan advances amount	$ 42,200	$ 10,000
Loans bear interest	10%

PROMISSORY NOTE (Details Narrative)	12 Months Ended
PROMISSORY NOTE (Details Narrative)	Dec. 31, 2013 USD ($)
Notes to Financial Statements
Issued promissory amount	$ 67,942
Accounts payable	210,000
Outstanding principal and accrued interest	$ 1,400,000

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Notes to Financial Statements
Amounts owing to directors and officers fee	$ 369,345	$ 373,346
Loans and other advances	373,200
Loans amount	$ 5,200
Interest	10%
Related parties settle	$ 691,845

CAPITAL STOCK (Details Narrative) - USD ($)	Mar. 31, 2013	Feb. 28, 2013	Jan. 31, 2013	Mar. 15, 2012	Jun. 28, 2007	Mar. 27, 2007
Notes to Financial Statements
Common shares	$ 100,000	$ 2,500			$ 80,000,000	$ 50,000,000
Par value	$ 10.01					$ 0.001
Preferred shares						$ 5,000,000
Authorized shares of common stock						50,000,000
Shares of common stock						$ 200,000,000
Authorized share capital was decreased					$ 200,000,000
Issued shares			$ 2,313	$ 3,333
Fair value of shares	$ 10,010	$ 28,925	$ 36,550
Market price of per share		$ 11.60	$ 15.80
Loss on settlement of debt			$ 21,230
Outstanding trade payable				$ 50,000

INCOME TAXES (Details Narrative) - USD ($)	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Net operating loss	$ 22,154,000	$ 18,713,000

SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES (Details Narrative) - USD ($)	Dec. 14, 2012	Nov. 01, 2012
Notes to Financial Statements
Notes of the amount	$ 252,280	$ 105,000
Deemed partial settlement	$ 220,255

CONTINGENCIES AND COMMITMENTS (Details Narrative) - USD ($)	Dec. 31, 2013	Nov. 30, 2013	May 31, 2012	Mar. 16, 2011
Notes to Financial Statements
Exceed a total	$ 841,000
Paid subsequent	510,000
Sponsored Research Agreement	$ 330,000
Annual compensation				$ 180,000
Acquire shares				$ 20,000
Common stock per share				$ 19.00
Consulting fee			$ 12,000
Exercise price			$ 17.00
Advisory fee		$ 10,000

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative)	Dec. 31, 2013 USD ($)
Notes to Financial Statements
Debt settlement	$ 1,348,663

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Apr. 04, 2014	Apr. 01, 2014	Mar. 24, 2014	Mar. 19, 2014	Feb. 20, 2014	Feb. 18, 2014	Jan. 10, 2014	Jan. 06, 2014
Subsequent Events [Abstract]
Preferred shares								$ 1,200,000
Shares of common stock	$ 244,764	$ 100,000			$ 168,787		$ 150,000,000
Shares of preferred stock							$ 500,000,000
Preferred stock						$ 1,500,000
Preferred stock, par value						$ 0.001
Restricted common shares					$ 5,000
Common stock issued shares			$ 145,000
Settlement of approximately	$ 214,446		$ 127,040
Company issued total				$ 450,000
Per share				$ 4.00
Shares for issuance				$ 2,500,000
Warrants is exercisable		$ 3.65