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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2012	Jan. 18, 2013
Document And Entity Information
Entity Registrant Name	Genesis Biopharma, Inc
Entity Central Index Key	0001425205
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
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	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		78,293,095
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2012

Condensed Balance Sheets - USD ($)	Sep. 30, 2012	Dec. 31, 2011
Current Assets
Cash and cash equivalents	$ 0	$ 510,217
Deposits and prepaid expenses	5,000	13,864
Total current assets	5,000	524,081
Property and equipment, net of accumulated depreciation of $5,361 and $2,704	23,692	28,349
Rent Deposit	0	16,000
Total assets	28,692	568,430
Current Liabilities
Accounts payable	841,616	190,048
Accrued expenses	1,011,498	221,507
Accrued expenses - National Institutes of Health	616,000	0
7% convertible promissory notes	5,000,000	5,000,000
12% secured promissory notes	1,231,250	0
September 2012 secured promissory note	250,000	0
Derivative liabilities	7,659,929	7,937,793
Total Current Liabilities	16,610,293	13,349,348
Stockholders' Deficiency
Common stock, $0.000041666 par value; 1,800,000,000 shares authorized, 78,293,095 and 77,993,591 shares issued and outstanding, respectively	3,262	3,250
Common shares to be issued	497,888	0
Additional paid-in capital	17,067,685	14,592,408
Accumulated deficit	(34,150,436)	(27,376,576)
Total Stockholders' Deficiency	(16,581,601)	(12,780,918)
Total Liabilities and Stockholders' Deficiency	$ 28,692	$ 568,430

Condensed Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2012	Dec. 31, 2011
Current assets
Property and equipment, accumulated depreciation	$ 7,361	$ 2,704
Stockholder's equity
Common Stock Par Value	$ 0.000041666	$ 0.000041666
Common Stock Shares Authorized	1,800,000,000	1,800,000,000
Common Stock Shares Issued	78,293,095	77,993,591
Common Stock Shares Outstanding	78,293,095	77,993,591

- Definition

The cumulative amount of depreciation, depletion and amortization (related to property, plant and equipment, but not including land) that has been recognized in the income statement.

+ References + Details

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		60 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Income Statement [Abstract]
Revenues	$ 0	$ 0	$ 0	$ 0	$ 0
Costs and expenses
Operating expenses (including $697,671, $532,511, $2,357,370, $10,783,000 and $4,265,240 in share-based compensation costs)	1,377,636	5,814,141	5,003,840	17,033,575	25,025,332
Research and development	250,000	0	1,406,000	0	3,333,045
Impairment of intangible asset	0	0	0	0	160,036
Total costs and expenses	1,627,636	5,814,141	6,409,840	17,033,575	28,518,413
Loss from operations	(1,627,636)	(5,814,141)	(6,409,840)	(17,033,575)	(28,518,413)
Other income (expense)
Change in fair value of derivative liability	1,595,933	3,546,042	975,698	3,241,440	2,342,506
Interest expense	(126,924)	(31,644)	(326,561)	(31,644)	(477,714)
Amortization of discount on convertible notes	0	(2,598,425)	(497,888)	(2,598,425)	(5,497,888)
Private placement costs	(515,269)	(920,310)	(515,269)	(920,310)	(1,998,927)
Total other income (expense)	953,739	(4,337)	(364,020)	(308,939)	(5,632,023)
Net Loss	$ (673,896)	$ (5,818,478)	$ (6,773,860)	$ (17,342,514)	$ (34,150,436)
Net Loss Per Share, Basic and Diluted	$ (0.01)	$ (0.07)	$ (0.09)	$ (0.23)
Weighted-Average Common Shares Outstanding, Basic and Diluted	78,293,095	78,299,552	78,240,952	74,755,735

Condensed Statements of Operations (Parenthetical) - USD ($)	3 Months Ended		9 Months Ended		60 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Costs and expenses
Share-Based Compensation	$ 697,671	$ 532,511	$ 2,357,370	$ 10,783,000	$ 4,265,240

Condensed Statements of Stockholder Deficit (Unaudited) - 9 months ended Sep. 30, 2012 - USD ($)	Common Stock	Common Stock To Be Issued	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Shares at Dec. 31, 2011	77,993,591
Beginning Balance, Amount at Dec. 31, 2011	$ 3,250	$ 0	$ 14,592,408	$ (27,376,576)	$ (12,780,918)
Common stock sold in private placement at $1.00 per share, February 2012, Shares	250,000
Common stock sold in private placement at $1.00 per share, February 2012, Amount	$ 10	0	67,909	0	67,919
Common stock issued to consultants for services, Shares	49,504
Common stock issued to consultants for services, Amount	$ 2	0	49,998	0	50,000
Fair value of common stock issued with notes payable		497,888	0	0	497,888
Fair value of vested stock options			2,357,370	0	2,357,370
Net loss				(6,773,860)	(6,773,860)
Ending Balance, Shares at Sep. 30, 2012	78,293,095
Ending Balance, Amount at Sep. 30, 2012	$ 3,262	$ 497,888	$ 17,067,685	$ (34,150,436)	$ (16,581,601)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Net Income
-URI http://asc.fasb.org/extlink&oid=6518256

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3602-108585

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.19)
-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 225
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.18)
-URI http://asc.fasb.org/extlink&oid=6880815&loc=d3e20235-122688

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.22)
-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Other Comprehensive Income
-URI http://asc.fasb.org/extlink&oid=6519514

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e565-108580

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph d
-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 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 10, 15
-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 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph A7
-Appendix A

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 87-21
-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 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 19
-Article 5

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph a
-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 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 95
-Paragraph 28, 29, 30
-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 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph 20
-Article 9

+ Details

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended		60 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Cash Flows From Operating Activities
Net loss	$ (6,773,860)	$ (17,342,514)	$ (34,150,436)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,657	55,864	68,733
Impairment of intangible asset	0	0	160,036
Fair value of vested stock options and warrants	2,357,370	532,511	4,265,290
Fair value of derivative liability recorded upon issuance of warrants	0	2,563,647	2,563,647
Amortization of discount on notes	497,888	2,598,425	5,497,888
Private placement costs	515,269	920,310	1,998,927
Change in fair value of derivative liabilities	(975,698)	(3,241,440)	(2,342,506)
Common stock issued to officer for services	0	8,010,000	8,010,000
Common stock issued for services	50,000	1,538,452	548,452
Fair value of common stock transferred to officer and director	0	702,037	1,742,037
Write off of advances to related party	0	0	50,000
Changes in assets and liabilities:
Deposits, prepaid expenses and other assets	24,864	(25,053)	(5,000)
Accounts payable and accrued expenses	1,442,043	208,216	1,853,598
Accounts expenses - National Institute of Health	616,000	0	616,000
Net Cash Used In Operating Activities	(2,241,467)	(3,479,545)	(9,123,334)
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment	0	(20,316)	(35,053)
Advances to related party	0	0	(50,000)
Net Cash Used In Investing Activities	0	(20,316)	(85,053)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of convertible notes, net	0	2,295,000	4,615,000
Proceeds from the issuance of secured promissory notes, net	1,481,250	0	1,481,250
Proceeds from the issuance of common stock	250,000	873,000	3,094,000
Due to director	0	0	18,137
Advances to related party	0	(50,000)	0
Net Cash Provided By Financing Activities	1,731,250	3,118,000	9,208,387
Net Decrease In Cash And Cash Equivalents	(510,217)	(381,861)	0
Cash and Cash Equivalents, Beginning of Period	510,217	510,217
Cash and Cash Equivalents, End of Period	0	128,356	0
Supplemental Disclosures of Cash Flow Information:
Derivative liability recorded upon issuance of convertible notes and warrants	0	4,615,000	5,535,310
Derivative liability recorded as offering cost	182,081	642,296	824,377
Common stock issued for intellectual property	0	0	217,408
Proceeds from convertible notes held in escrow	0	2,320,000	0
Forgiveness of debt by director, treated as contribution of capital	$ 0	$ 0	$ 18,137

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

9 Months Ended

Sep. 30, 2012

Accounting Policies [Abstract]

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

Genesis Biopharma, Inc. (the “Company” or “we”) was originally incorporated under the laws of the state of Nevada on September 17, 2007. The Company is considered a development stage company, and has had no revenues from operations to date.

The Company’s initial operations included organization, capital formation, target market identification, new product development and marketing plans. The Company has become a biopharmaceutical company engaged in the development and commercialization of drugs and other clinical solutions for underserved diseases, including metastatic cancers and lethal infectious diseases.

On March 15, 2010, the Company (then named Freight Management Corp.) and Genesis Biopharma, Inc., a Nevada corporation and newly formed merger subsidiary wholly owned by the Company (“Merger Sub”), consummated a merger transaction (the “Merger”) whereby Merger Sub merged into the Company, with the Company as the surviving corporation. The Company and Merger Sub filed the Articles of Merger on March 15, 2010 with the Secretary of State of Nevada, along with the Agreement and Plan of Merger entered into by the two parties effective as of March 15, 2010 (the “Merger Agreement”). The Merger Agreement and the Articles of Merger provided for an amendment of the Company’s Articles of Incorporation, which changed the Company’s name to “Genesis Biopharma, Inc.” effective as of March 15, 2010.

Basis of Presentation of Unaudited Condensed Financial Information

The unaudited condensed financial statements of the Company for the three and nine months ended September 30, 2012 and 2011 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2011 was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2011 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2012. These financial statements should be read in conjunction with that report.

Development Stage

We are currently in the development stage. As a development stage company that is currently engaged in the development of therapeutics to fight cancer, we have not yet generated any revenues from our biopharmaceutical business. We currently do not anticipate that we will generate any revenues during 2012 from the sale or licensing of any products. In addition, we have not generated any revenues from our prior business plans.

Going Concern

The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not had any revenue and is still considered to be in the development stage. As shown in the accompanying condensed financial statements, the Company has incurred a net loss of $6,773,860 for the nine months ended September 30, 2012 and has used $2,241,467 of cash in its operating activities during the nine months ended September 30, 2012. As of September 30, 2012, the Company has a stockholders’ deficiency of $16,581,601 and has a working capital deficiency of $8,945,365 (excluding our derivative liability). The Company has no cash and cash equivalents on hand as of September 30, 2012. In addition, as described in Notes 3, 4 and 5, the Company is obligated to pay an aggregate of $6,481,250 in note principal pursuant to convertible notes and promissory notes issued in during the period ended September 30, 2012 and in fiscal 2011. A total of $6,231,250 of these notes are past due and we are currently in default and the remaining $250,000 is due on demand. Accordingly, if we do not obtain additional funding and if these note holders demand payment we will not be able to repay these obligations which could result in the foreclosure of all of our assets. A foreclosure would result in the loss of our assets and business and the result in a total loss to our stockholders.

We have not identified the sources for the additional financing that we will require, and we do not have commitments from any third parties to provide this financing. No assurance can be given that we will have access to the capital markets in future, or that financing will be available to us on acceptable terms to satisfy either our short-term future loan repayment obligations or our subsequent on-going cash requirements that we need to implement our business strategies. Our inability to access the capital markets or obtain acceptable financing could force us to terminate our business, abandon our plan to develop Contego, and cease operations.

The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital and to ultimately achieve sustainable revenues and profitable operations. As a result, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2011 financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not include any adjustments that might result from the outcome of these uncertainties. At September 30, 2012, the Company has not yet commenced any revenue-generating operations and is dependent on debt and equity funding to finance its operations.

We currently do not have sufficient capital on hand to fund our anticipated on-going operating expenses, and we do not have any bank credit lines or other sources of capital. Accordingly, we will have to obtain additional debt or equity funding in the near future in order to continue our operations. We have not yet identified, and cannot be sure that we will be able to obtain any additional funding from either of these sources, or that the terms under which we may be able to obtain such funding will be beneficial to us or our stockholders.

Because the Company is currently engaged in research at an early stage, it will likely take a significant amount of time to develop any product or intellectual property capable of generating revenues. As such, the Company’s business is unlikely to generate any sustainable revenues in the next several years, and may never do so. Even if the Company is able to generate revenues in the future through licensing its technologies or through product sales, there can be no assurance that the Company will be able to generate a profit. These factors, coupled with our inability to meet our obligations from current operations, and the need to raise additional capital to accomplish our objectives, create a substantial doubt about our ability to continue as a going concern.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Loss per Share

Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. For the three and nine months ended September 30, 2012 and 2011, the calculations of basic and diluted loss per share are the same because inclusion of potential dilutive securities in the computation would have an anti-dilutive effect due to the net losses.

The potentially dilutive securities at September 30, 2012 consist of options to acquire 9,575,000 shares of the Company’s common stock, warrants to acquire 10,873,418 shares of the Company’s common stock, and approximately 4,000,000 shares of common stock issuable upon the conversion of outstanding convertible promissory notes.

Fair Value Measurements

The Company uses various inputs in determining the fair value of certain assets and liabilities and measures these on a recurring basis. Financial assets and liabilities recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Authoritative guidance provided by the Financial Accounting Standards Board (the “FASB”) defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets and liabilities:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.

Level 3—Unobservable inputs based on the Company's assumptions.

The following table presents liabilities of the Company that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy.

	September 30, 2012								December 31, 2011
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

Derivative liabilities	$	-	$	7,659,929	$	-	$	7,659,929	$	-	$	-	$	7,937,793	$	7,937,793

At September 30, 2012, the Company used certain inputs to value these derivative liabilities that were obtained from observable but inactive markets. In prior years, the Company believed the market was too inactive to consider it an observable market for purposes of classification in Level 2. As such, the value of the derivative liabilities at September 30, 2012 of $7,659,929 was reclassified from Level 3 to Level 2.

Derivative financial instruments

The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For stock-based derivative financial instruments, the Company uses probability weighted average Black-Scholes-Merton models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

Use of Estimates

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

Stock-Based Compensation

The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

The fair value of the Company's common stock option grant is estimated using the Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods.

Recent Accounting Pronouncements

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment”, an update to existing guidance on the assessment of goodwill impairment. This update simplifies the assessment of goodwill for impairment by allowing companies to consider qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount before performing the two step impairment review process. It also amends the examples of events or circumstances that would be considered in a goodwill impairment evaluation. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company adopted ASU 2011-08 effective January 1, 2012. The adoption of this new accounting guidance will not have a significant effect on our goodwill impairment assessments in the future.

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” This ASU requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. ASU No. 2011-11 will be applied retrospectively and is effective for annual and interim reporting periods beginning on or after January 1, 2013. The Company does not expect adoption of this standard to have a material impact on its results of operations, financial condition, or liquidity.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the "SEC") did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

NOTE 3. 12% SECURED PROMISSORY NOTES

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

NOTE 3. 12% SECURED PROMISSORY NOTES

NOTE 3. 12% SECURED PROMISSORY NOTES

On April 5, 2012, the Company issued two (2) twelve (12%) percent promissory notes in the aggregate amount of $250,000 (each a “Promissory Note”) that mature upon the earlier of a sale of $1,000,000 or more of the Company’s securities or May 4, 2012 (the “Maturity Date”). In the event the Company fails to repay the Promissory Notes by the Maturity Date, the Promissory Notes shall thereafter bear interest at a rate of eighteen (18%) percent until paid in full. The Promissory Notes may be prepaid by the Company at any time if paid in full. Specifically, the Company issued Ayer Capital Partners Master Fund L.P. a Promissory Note in the principal sum of $245,000 and Ayer Capital Partners Kestrel Fund L.P. a Promissory Note in the principal sum of $5,000. Ayer Capital Partners Master Fund L.P. currently owns $2,706,146 of the Company’s Tranche A Senior Secured Convertible Promissory Notes and Tranche B Senior Secured Convertible Promissory Notes and Ayer Capital Partners Kestrel Fund L.P. currently owns $76,324 of the Company’s Tranche A Senior Secured Convertible Promissory Notes and Tranche B Senior Secured Convertible Promissory Notes. On May 7, 2012 these promissory notes were exchanged for new notes described below.

From May to July 2012, we entered into Note and Common Stock Subscription Agreement (the “Subscription Agreement”) with accredited investors (collectively, the “Purchasers”) in connection with the subscription by the Purchasers for certain Secured Promissory Notes (the “2012 Secured Notes”) and shares of our common stock.

The 2012 Secured Notes bear an interest of 12% per annum, mature and were due and payable in full on the earlier of (i) June 30, 2012, (ii) the date on which the Company has, after May 7, 2012, raised capital (debt or equity) equal to or greater than $1,500,000 in the aggregate, or (iii) a sale and/or merger of the Company. The repayment of the 2012 Secured Notes is secured with a first lien on all of the assets of the Company, which lien will be parri passu with the Company’s other current and future senior lenders. In addition, the 2012 Secured Notes are secured by a pledge of all of the shares of Common Stock and by all Common Stock purchase options owned by the Company’s current chief executive officer/ president. Subsequent to the notes issuance, the note maturity date was amended several times and was extended to December 31, 2012. Except for the change of the maturity date, all of the original terms and conditions of the Notes remain in full force and effect. Furthermore, the Subscription Agreement provides that if, at any time while the 2012 Secured Notes are outstanding, we consummate any equity and/or debt financing whereby the terms of such financing are more favorable than those provided in the 2012 Secured Notes, then the remaining outstanding portion of the credit facility shall be adjusted to have such terms and conditions similar to those of the new financing. Total cash proceeds received during the period amounted to $981,250. In addition, the $250,000 in notes were exchanged as described above for a total of $1,231,250 in new notes.

Upon issuance of the notes, the Company was required to issue 615,625 shares of its common stock. The Company determined the fair value of the common stock to be issued was $497,888 based upon the trading price of the Company’s common stock and recorded a corresponding discount to the Notes. The note discount was amortized in full over the original maturity date of the notes and recorded part of “Amortization of discount on Notes” in the accompanying statement of operations.

As of September 30, 2012, $1,231,250 remains outstanding and $57,351 in accrued interest which is recorded as part of Accounts Payable and Accrued Expenses in the accompanying condensed balance sheet.

As of the date of this Quarterly Report, the notes are currently past due and the Company is in default. The Company has not received any demand for payment from the note holders and is currently in discussion to cure the default.

NOTE 4. 7% CONVERTIBLE PROMISSORY NOTES AND WARRANTS

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

NOTE 4. 7% CONVERTIBLE PROMISSORY NOTES AND WARRANTS

NOTE 4. 7% SENIOR SECURED CONVERTIBLE PROMISSORY NOTES

On July 27, 2011 the Company completed an offering of $5,000,000 of its senior secured convertible promissory notes (the “Notes”). The Notes bear an interest of 7% per annum, originally scheduled to mature on November 30, 2011 and convertible into shares of the Company’s common stock at a conversion price of $1.25 per share, subject to adjustment. The Notes also contain a redemption feature whereby the Company can force conversion in the event its common stock trades at 200% of the conversion price for twenty consecutive trading days with a minimum daily trading volume of 100,000 shares. The terms of the Notes have been amended several times and had an extended maturity date to November 30, 2012, unless the holders of the Notes demand payment at any earlier date upon delivery of written notice. The purchasers of the Notes also received five year, fully vested warrants to purchase 4,000,000 shares of common stock at $1.25 per share, subject to adjustment. Net proceeds to the Company from the issuance of the Notes were $4,615,000 after placement and other direct closing costs.

The conversion price of the Notes and the exercise price of the warrants are subject to adjustment based upon the pricing of subsequent financings undertaken by the Company. The Company has determined that this anti-dilution reset provision caused the conversion feature to be bifurcated from the Notes, treated as a derivative liability, and accounted for at its fair value. Upon issuance, the Company determined the fair value of the beneficial conversion feature was $1,844,422 and recorded a corresponding discount to the Notes. The Company has also determined that the anti-dilution reset provision of the warrants is subject to derivative liability treatment and is required to be accounted for at its fair value. Upon issuance, the Company determined the fair value of the warrants was $3,616,870 and recorded a discount of $3,155,578 to the Notes, and recognized the remaining amount of $461,292 as private placement costs in the statement of operations. The total discount to the Notes of $5,000,000 was amortized in full over the original maturity date of November 30, 2011. See Note 7 for discussion on derivative liability.

In connection with this sale of Notes and warrants, the Company 1) incurred a placement fee of $350,000 (7% of gross proceeds of the offering), 2) issued five-year warrants to its placement agent to acquire 80,000 shares of common stock, and 3) paid $35,000 for legal and escrow services in connection with the issuance of these Notes and warrants. The warrants issued to the placement agent are exercisable at $1.25 per share, may be exercised on a cashless basis, and contain anti-dilution protection. The Company has determined that this anti-dilution reset provision of the warrants is subject to derivative liability treatment and is required to be accounted for at its fair value. Upon issuance, the Company determined the fair value of the warrants was $74,018 and recorded a corresponding charge to private placement costs. The aggregate amount of the above costs was $459,018, and was considered as a cost of the private placement. Total private placement costs recorded for the issuance of convertible debentures was $920,310.

As of September 30, 2012, the entire $5,000,000 remains outstanding and $416,111 of accrued interest is recorded as part of Accrued Expenses in the accompanying condensed balance sheet.

As of the date of this Quarterly Report, the notes are in default. Upon a default, the interest rate on the Notes increases to 15% per annum, and the holders of the Notes have the right to demand that the Company immediately redeem all of the Notes at a price that is the greater than the outstanding balance of the Notes. In general, the investors may demand that the Notes be redeemed at a price equal to the greater of (i) 125% of the outstanding balance of the Notes, or (ii) an amount based on 135% of the greatest closing sale price of the Company’s common stock during the period beginning on the date of default until the redemption demand. A default will also permit the holders of the Notes to pursue collection actions against the Company. The Company has not received any demand for payment from the note holders and is currently in discussion with the note holders to cure the default.

NOTE 5. SEPTEMER 2012 SECURED PROMISSORY NOTES

9 Months Ended

Sep. 30, 2012

Debt Disclosure [Abstract]

NOTE 5. SEPTEMER 2012 SECURED PROMISSORY NOTES

NOTE 5. SEPTEMER 2012 SECURED PROMISSORY NOTES

On September 12, 2012, the Company issued a promissory note amounting to $250,000. As amended, the note is due on demand, bears an interest of 12% per annum and is secured by the Company’s assets. The note also includes a 5 year, fully vested warrant to purchase 943,398 shares of common stock at $1.25/share, as amended, which is subject to certain reset provisions. Total proceeds received amounted to $228,000, net of legal fees of $22,000.

The Company has determined that the anti-dilution reset provision of the warrants is subject to derivative liability treatment and is required to be accounted for at its fair value. Upon issuance, the Company determined the fair value of the warrants was $515,269 and recorded such cost as a private placement costs in the statement of operations since the accompanying promissory note was due on demand. See Note 7 for discussion on derivative liability.

As of September 30, 2012, the entire $250,000 remains outstanding and $1,500 in accrued interest which is recorded as part of Accrued Expenses in the accompanying condensed balance sheet.

As of the date of this Quarterly Report, the Company does not have sufficient funds to repay the Notes if demand for payment is made. As a result, unless the Company either obtains new funding to pay the loan upon demand or negotiate with the holder to exchange the note to shares of the Company’s common stock, the Company will be in default on its payment obligations under the Note.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References + Details

NOTE 6. COMMON STOCK

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

NOTE 6. COMMON STOCK

NOTE 6. COMMON STOCK

Issuance of common stock for cash

In February 2012, the Company completed a private placement offering whereby it sold 250,000 shares of its common stock for cash. In addition, the Company agreed to issue additional shares of common stock to the shareholder in case the Company will sell or issue its common stock or common stock equivalent in the future at a price lower than $1.00.

The Company also agreed to grant a five-year warrant to purchase 250,000 shares to a single accredited investor for $250,000. The warrant is fully vested, will expire in five years and is exercisable at $1.25 per share. The warrant agreement included an anti-dilution provision that allowed for the automatic reset of the number of warrants issued and exercise price of the warrants upon any future sale of common stock or warrants at or below the current exercise price. As a result, the Company determined that these warrants are not considered indexed to the Company’s own stock and characterized the fair value of these warrants as an offering cost and derivative liabilities upon issuance. The aggregate value of these warrants issued was $182,081 using the probability weighted average Black-Scholes-Merton option valuation model with the following assumptions; average risk-free interest rate of 1.04%; dividend yield of 0%; average volatility of 89.27%; and an expected life of five years (statutory term). The warrants were accounted for as an offering cost and the entire value was deducted from additional paid-in capital. See Note 7 for discussion on derivative liability.

The foregoing sale of the Company’s common stock and warrants would have triggered the foregoing conversion and exercise price adjustments of the Notes and certain outstanding warrants, which would have significantly reduced the conversion price of the Notes and the exercise price of the warrants. However, the holders of these Notes and warrants waived the conversion and exercise price adjustments with respect to the $250,000 sale of common stock and warrants. No assurance can be given that the holders of the Notes will waive any future sale that triggers the conversion and exercise price adjustment provisions.

Issuance of common stock for services

During January 2012, the Company issued 49,504 shares of common stock to the principals of an investor relations firm in satisfaction of amounts owed of $50,000 under their consulting contract. The shares of common stock issued were valued at the market price on the date of issuance.

Stock Options

As of October 14, 2011, the Company’s Board of Directors, based upon the approval and recommendation of the Compensation Committee, approved by unanimous written consent the Company’s 2011 Equity Incentive Plan (the “2011 Plan”) and form of option agreements for grants under the 2011 Plan. Employees, directors, consultants and advisors of the Company are eligible to participate in the 2011 Plan. The 2011 Plan was adopted to encourage selected employees, directors, consultants and advisors to improve operations, increase profitability, accept or continue employment or association with the Company through the participation in the growth in value of the common stock of the Company. The 2011 Plan will be administered by the Board of Directors or the Company’s Compensation Committee and has 18,000,000 shares of common stock reserved for issuance in the form of incentive stock options (available for issuance to employees, and only upon shareholder approval of the 2011 Plan); non-qualified options; common stock; and grant appreciation rights. No person eligible to participate in the 2011 Plan shall be granted options or other awards during a twelve month period that exceeds 5,000,000 shares. No options or stock appreciation rights may be granted after ten years of the adoption of the 2011 Plan by the Board of Directors, nor may any option have a term of more than ten years from the date of grant. The exercise price of non qualified options and the base value of a stock appreciation right shall not be less than the fair market value of the common stock on the date of grant. The exercise price of an incentive stock option shall not be less than the fair market value of the stock covered by the option at the time of grant and in instances where a grantee possesses more than 10% percent of the combined voting power of all classes of stock of the Company, the exercise price shall not be less than 110% percent of the fair market value of the common stock at the time of grant.

On January 19, 2012, the board approved the grant under the 2011 Plan to the chairman of the board of directors of the Company, options to purchase 200,000 shares of common stock with an exercise price of $0.92 per share with these options vesting in equal monthly installments over one year and expiring in 2022. The options were valued at $124,525, using the Black Scholes option pricing model and are being amortized over the vesting period. The following weighted-average assumptions were utilized in valuing the options: strike price of $0.92; term of ten years; volatility of 82.4%; expected dividends 0%; and discount rate of 1.17%.

During the period ended September 30, 2012, the Company granted options to a member of the Company’s Scientific Advisory Board to purchase 100,000 shares of its common stock. The options have an exercise price of $1.15/share, vest over one year and will expire in ten years from grant date. Total fair value of the warrant amounted to $40,000 using the Black-Scholes Merton valuation model with the following average assumptions: stock price of $0.45, risk-free interest rate of 1.58%, dividend yield of 0%; volatility of 115%; and life of 9.5 years. During the period ended September 30, 2012, the Company recognized compensation expense of $29,447 based upon vesting of options.

A summary of the status of stock options at September 30, 2012, and the changes during the nine months then ended, is presented in the following table:

					Weighted
			Weighted		Average
	Shares		Average		Remaining	Aggregate
	Under		Exercise		Contractual	Intrinsic
	Option		Price		Life	Value

Outstanding at December 31, 2011		9,275,000	$	1.09	8.5 years	$	1,114,063
Granted		300,000		1.00
Exercised		-		-
Expired		-		-

Outstanding at September 30, 2012		9,575,000	$	1.08	9.0 years	$	424,063

Exercisable at September 30, 2012		5,040,464	$	1.00	8.5 years	$	340,653

During the three and nine months ended September 30, 2012 the Company recorded compensation costs of $697,671 and $2,357,370, respectively, relating to the vesting of the stock options discussed above. During the three and nine months ended September 30, 2011, the Company recorded compensation costs of $148,246, and $444,971, respectively, relating to the vesting of the stock options. As of September 30, 2012, the aggregate value of unvested options was $3,621,048, which will continue to be amortized as compensation cost as the options vest over terms ranging from 1 to 5 years, as applicable.

On March 1, 2011, the Company entered into an employment agreement with an individual. Pursuant to the terms of the agreement, the Company committed to issue options to purchase 2,500,000 shares of the Company’s common stock at an exercise price of $1.25. The options vest as follows: a) 500,000 shares vested immediately and b) 2,000,000 shares vest in equal monthly installments over the 2-year life of the agreement. Neither the Board of Directors nor the Compensation Committee has actually granted the foregoing options. Accordingly, the Company may be obligated to grant these options, but has not done so yet. Therefore, as the grant of these options has not been approved, they are not included in compensation expense or in number of granted options listed as of and for the year ended December 31, 2011 or as of and for the three and nine months ended September 30, 2012.

Warrants

A summary of the status of stock warrants at September 30, 2012, and the changes during the three months then ended, is presented in the following table:

Weighted

Average

Remaining

Aggregate

Under

Exercise

Contractual

Intrinsic

Warrants

Price

Life

Value

Outstanding at December 31, 2011

9,680,022

1.22

4.5 years

Issued

1,193,396

1.25

Issued

Expired

Outstanding at September 30, 2012

10,873,418

1.31

5.1 years

During the period ended September 30, 2012, the Company granted an aggregate of 1,193,396 warrants to acquire shares of its common stock in connection with the sale of shares of common stock for cash and issuance of convertible notes. The warrants have an average exercise price of $1.25/share, fully vested, and will expire in five years. These warrants also contained reset provisions and were accounted for as a derivative liability (see Notes 5 and 7)

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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-Publisher AICPA
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Reference 23: http://www.xbrl.org/2003/role/presentationRef
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+ Details

NOTE 7. DERIVATIVE LIABILITIES

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

NOTE 7. DERIVATIVE LIABILITIES

NOTE 7 - DERIVATIVE LIABILITIES

In June 2008, the FASB issued authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock. Under the authoritative guidance, effective January 1, 2009, instruments which did not have fixed settlement provisions were deemed to be derivative instruments. The Note and warrants issued related to the private placement described in Notes 4, 5 and 6 do not have fixed settlement provisions because their conversion and exercise prices may be lowered if the Company issues securities at lower prices in the future. The conversion feature and warrants have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations.

The derivative liabilities were valued using probability weighted average Black-Scholes-Merton valuation techniques with the following average assumptions:

	September 30, 2012			Upon Issuance			December 31, 2011

Warrants:
Risk-free interest rate		0.41	%		0.87	%		0.46	%
Expected volatility		169	%		129	%		86.20	%
Expected life	3.22 years			5.0 years			4.45 years
Expected dividend yield		0.00	%		0.00	%		0.00	%

Fair value of conversion feature	$	2,210,816		$	-		$	177,258
Fair value of warrants	$	5,449,113		$	697,350		$	7,760,535
Total fair value	$	7,659,929		$	697,350		$	7,937,793

The risk-free interest rate was based on rates established by the Federal Reserve Bank, the Company uses the historical volatility of its common stock in 2012. In the prior year, the Company used an average volatility rate of similar publicly traded companies as an input to its fair value calculations. During the current period, the Company determined that its stock price has matured and there is a consistent level of trading activity, as such, the Company used the volatility percentage of its common stock.

The expected dividend yield was based on the fact that the Company has not paid dividends to common shareholders in the past and does not expect to pay dividends to common shareholders in the future.

As of September 30, 2012 and December 31, 2011, the aggregate derivative liability was $7,659,929 and $7,937,793, respectively. For the three and nine months ended September 30, 2012, the Company recorded a gain from the decrease in fair value of the derivative liabilities of $1,595,933 and $975,698, respectively. For the three and nine months ended September 30, 2011, the Company recorded a gain from the decrease in fair value of the derivative liabilities of $3,546,042 and $3,241,440, respectively.

NOTE 8. LICENSE AND COMMITMENTS

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

NOTE 8. LICENSE AND COMMITMENTS

NOTE 8. LICENSE AND COMMITMENTS

National Institutes of Health and the National Cancer Institute

Effective August 5, 2011, the Company signed a Cooperative Research and Development Agreement (CRADA) with the National Institutes of Health and the National Cancer Institute (NCI). Under the terms of the five-year cooperative research and development agreement, the Company will work with Steven A. Rosenberg, M.D., Ph.D., chief of NCI’s Surgery Branch, to develop adoptive cell immunotherapies that are designed to destroy metastatic melanoma cells using a patient’s tumor infiltrating lymphocytes.

Specifically, the CRADA will (i) support the in vitro development of improved methods for the generation and selection of tumor infiltrating lymphocytes with anti-tumor reactivity from patients with metastatic melanoma, (ii) help develop approaches for large-scale production of tumor infiltrating lymphocytes that are in accord with Good Manufacturing Practice (GMP) procedures suitable for use in treating patients with metastatic melanoma, and (iii) conduct clinical trials using these improved methods of generating tumor infiltrating lymphocytes as well as improved adoptive cell therapy preparative regimens for the treatment of metastatic melanoma.

The Company will provide funds in the amount of $1,000,000 per year of the CRADA for Dr. Rosenberg to use to acquire technical, statistical, and administrative support for the research activities, as well as to pay for supplies and travel expenses. The Company will provide funds in the amount of $250,000 on a quarterly basis. The first quarterly installment of $250,000 was due within thirty (30) days of the Effective Date of the CRADA and each subsequent installment will be due within thirty (30) days of each quarterly anniversary of the December 5, 2011 Effective Date. In addition, although the CRADA has a five year term, either party to the CRADA has the right to terminate the CRADA upon 60 days’ notice to the other party. The Company also agreed that Dr. Rosenberg can allocate the funding between the various categories in support of the CRADA research as he sees fit.

During the nine months ended September 30, 2012, the Company recognized a total of $750,000 which was recorded as part of Research and Development expenses in the accompanying condensed statement of operations, of which, $500,000 was paid during the period and $250,000 remains outstanding which is included as part of Accrued Expenses in the accompanying condensed balance sheet.

As of the date of this Quarterly Report, the amount due of $250,000 is currently past due and the Company deemed in default. The Company has not received any termination notice from the NCI and is currently in discussion to cure the default.

National Institutes of Health

Effective October 5, 2011, the Company entered into a Patent License Agreement (the “License Agreement”) with the National Institutes of Health, an agency of the United States Public Health Service within the Department of Health and Human Services (“NIH”). Pursuant to the License Agreement, NIH granted to the Company a non-exclusive worldwide right and license to develop and manufacture certain proprietary autologous tumor infiltrating lymphocyte adoptive cell therapy products for the treatment of metastatic melanoma, ovarian cancer, breast cancer, and colorectal cancer. The intellectual property subject to the License Agreement is covered by 43 patents and patent applications, consisting of nine issued United States patents, 13 pending patent applications in the United States, and 21 foreign patents and patent applications as counterparts of U.S. patents/patent applications. The Company also has limited rights to sublicense the intellectual property subject to the License Agreement. The License Agreement will expire on a product-by-product basis upon the expiration of the subject patent rights.

The Company has the right to terminate the License Agreement in any country on 60 days notice, and NIH may terminate the agreement if the Company is in material breach, and the breach is not cured within a specified cure period, upon certain bankruptcy and insolvency events, or if the Company fails to comply with or achieve certain benchmarks or development plans as set forth in the License Agreement.

On October 5, 2011 we licensed the rights to the adoptive cell therapy from the National Institute of Health and to a manufacturing process for Contego (initially for Stage IV metastatic melanoma) that we intend to develop to enable us to make the adoptive cell therapy available to a larger number of patients. The license agreement required us to pay the NIH approximately $723,000 of upfront licensing fees and expense reimbursements in 2011 which was included in Research and Development expenses in fiscal 2011. In addition, the Company will have to pay royalties of six percent (6%) of net sales (subject to certain annual minimum royalty payments), a percentage of revenues from sublicensing arrangements, and lump sum benchmark royalty payments on the achievement of certain clinical and regulatory milestones for each of the various indications and other direct cost incurred by NIH pursuant to the agreement. The Company initially intends to focus on the development of licensed products in the metastatic melanoma field of use. If the Company achieves all benchmarks for metastatic melanoma, up to and including the product’s first commercial sale in the United States, the total amount of such benchmark payments will be $6,050,000. The benchmark payments for the other three indications, if all benchmarks are achieved, will be $6,050,000 for ovarian cancer, $12,100,000 for breast cancer, and $12,100,000 for colorectal cancer. Accordingly, if the Company achieves all benchmarks for all four licensed indications, the aggregate amount of benchmark royalty payments that the Company will have to make to NIH will be $36,300,000.

During the nine months ended September 30, 2012 there were no net sales subject to certain annual minimum royalty payments, a percentage of revenues from sublicensing arrangements. In addition there were no benchmarks or milestones achieved that would require payment under the lump sum benchmark royalty payments on the achievement of certain clinical and regulatory milestones for each of the various indications. During the nine months ended September 30, 2012 the Company accrued $616,000 of direct expense reimburses, such as legal costs associated with patents, incurred by the NIH in performing on the licensing agreement. Such costs are reimbursable from the Company to the NIH pursuant to the terms of the licensing agreement.

As of the date of this Quarterly Report, the amount due of $616,000 is currently past due and the Company deemed in default. The Company has not received any termination notice from the NIH and is currently in discussion to cure the default.

Lonza Walkersville, Inc.

On June 21, 2011, the Company entered into a process development and scale-up consulting agreement with Lonza Walkersville, Inc. (“Lonza”) relating to the manufacture of Cōntego. Lonza is a leading international supplier to the pharmaceutical, healthcare and life science industries. Effective as of November 4, 2011 the Company entered into a Letter of Intent with Lonza Walkersville, Inc. (the “LOI”) whereby Lonza will provide certain process development services as well as to investigate the development and manufacture of Contego™, the Company’s autologous cell therapy using tumor infiltrating lymphocytes for the treatment of Stage IV metastatic melanoma and to explore the manufacture of Contego™ for clinical trials to be performed by the Company. Pursuant to the terms of the LOI, the Company paid a reservation fee to Lonza of $500,000 which was included in Research and Development Costs in the accompany State of Operations for the year ended December 31, 2011. The reservation fee payable to Lonza is non-refundable except in the event that Lonza terminates the LOI.

In December 2011, the Company entered into a five-year Manufacturing Services Agreement with Lonza. Under the Manufacturing Services Agreement, Lonza agreed to manufacture, package, ship and handle quality assurance and quality control of our Contego autologous cell therapy products. All of Lonza services will be provided under separate statements of work that we have agreed to enter into, from time to time, with Lonza. The first statement of work, which we entered into in December 2011, describes the services Lonza must perform in connection with optimizing the manufacturing process for Contego products. The fees and costs of Lonza’s services under the Manufacturing Services Agreement depend on each statement of work. Under the Manufacturing Services Agreement, we shall be the owners of all intellectual property that is developed, conceived, invented or reduced to practice by Lonza, other than intellectual property that is generally applicable to the development or manufacture of chemical or biological products, or intellectual property that improves Lonza’s previously owned intellectual property.

Lonza is currently working against the $500,000 previously paid. There were no additional statements of work agreements entered into with Lonza during the nine months ended September 30, 2012.

NOTE 9. RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2012

NOTE 9. RELATED PARTY TRANSACTIONS

NOTE 9. RELATED PARTY TRANSACTIONS

Rent and Other Services

We currently maintain our corporate office at 11500 Olympic Blvd., Suite 400, Los Angeles, California 90064 on a month to month basis. Our monthly rent at our corporate office is $100. We also rent an office in Westwood, California, from Theorem Group, LLC (“Theorem”), and have the right to use certain other office facilities pursuant to an unwritten month-to-month facilities sharing arrangement with Theorem Group, LLC. Under this facilities sharing arrangement, we rent an office (which is principally used by our Chief Financial Officer), and have the right to use Theorem’s other office facilities and services (including the conference rooms, telecommunications equipment, parking and office staff). As of November 9, 2012, Theorem beneficially owned approximately 1.7% of our common stock. Since we intend to outsource substantially all of our clinical development work to contract research and manufacturing providers, we do not have any laboratory facilities. We do not own or lease any other real property.

Accrued Payroll and Fees

As of September 30, 2012 and December 31, 2011, the Company accrued the unpaid salaries of its officers and fees due to members of the Company’s board of directors in the amount of $201,224 and $30,000 respectively, which is included in Accrued Expenses in the accompanying condensed balance sheet.

Emmes Group Consulting LLC

Effective as of February 15, 2011, the Company entered into a consulting agreement with Emmes Group Consulting LLC, a strategic business consulting firm (“Emmes”). Mr. Schroeder, one of the Company’s directors, is an Executive Vice President and Managing Director of Emmes and the Emmes Group, Inc. Under the consulting agreement, Emmes agreed to assist and advise us with respect to the development of an overall strategic business plan, the identification of in-licensing therapeutic opportunities, and raising debt and equity capital. In consideration for the foregoing consulting services, we issued to Emmes a ten-year warrant to purchase up to 100,000 shares of our common stock at an exercise price of $1.26 per share. In addition, we agreed to pay Emmes $10,000 per month. The initial term of the consulting agreement expired on May 15, 2011, but continued in accordance with the terms of the consulting agreement for an unspecified term until terminated at any time by either party with or without cause. The warrants were valued at $87,540, using the Black Scholes option pricing model with the following assumptions: strike price of $1.26; term of ten years; volatility of 57%; expected dividends 0%; and discount rate of 3.61%. As the warrants were fully vested, the entire $87,540 was expensed in full at issuance date. The warrants were valued at $87,540, using the Black Scholes option pricing model with the following assumptions: strike price of $1.26; term of ten years; volatility of 57%; expected dividends 0%; and discount rate of 3.61%. As the warrants were fully vested, the entire $87,540 was expensed in full at issuance date.

Effective August 1, 2011, the Company amended the consulting agreement to increase the monthly consulting fee to $20,000, commencing as of July 11, 2011. The amendment also extended the term of the consulting agreement to December 31, 2011, but continued in accordance with the terms of the consulting agreement for an unspecified term until terminated at any time by either party with or without cause.

On February 12, 2012, the Company entered into a Second Amendment to the Consulting Agreement, engaging the Emmes Group as its senior contractor and project manager responsible for the overall management of the design, development, implementation, and installation of our corporate and regulatory compliant information technology infrastructure and systems. The Second Amendment provides that the term of the consulting agreement shall continue until December 31, 2015. If Emmes continues to provide consulting services for the Company after December 31, 2015, the engagement shall continue for an unspecified term until terminated at any time by either party with or without cause.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864

Reference 5: 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.(k))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph b
-Article 3A

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph k
-Article 4

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 1-4
-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

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Policies)

9 Months Ended

Sep. 30, 2012

Summary Of Significant Accounting Practices Policies

Loss per Share

Loss per Share

Fair Value Measurements

Fair Value Measurements

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.

Level 3—Unobservable inputs based on the Company's assumptions.

	September 30, 2012								December 31, 2011
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

Derivative liabilities	$	-	$	7,659,929	$	-	$	7,659,929	$	-	$	-	$	7,937,793	$	7,937,793

Derivative financial instruments

Derivative financial instruments

Use of Estimates

Use of Estimates

Stock-Based Compensation

Stock-Based Compensation

Recent Accounting Pronouncements

Recent Accounting Pronouncements

- Definition

Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.

+ References + Details

- Definition

Disclosure of accounting policy for stock option and stock incentive plans. This disclosure may include (1) the types of stock option or incentive plans sponsored by the entity (2) the groups that participate in (or are covered by) each plan (3) significant plan provisions and (4) how stock compensation is measured, and the methodologies and significant assumptions used to determine that measurement.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Tables)

9 Months Ended

Sep. 30, 2012

Summary Of Significant Accounting Practices Tables

Fair Value Measurements

	September 30, 2012								December 31, 2011
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

Derivative liabilities	$	-	$	7,659,929	$	-	$	7,659,929	$	-	$	-	$	7,937,793	$	7,937,793

COMMON STOCK (Tables)

9 Months Ended

Sep. 30, 2012

Common Stock Tables

Stock Options

					Weighted
			Weighted		Average
	Shares		Average		Remaining	Aggregate
	Under		Exercise		Contractual	Intrinsic
	Option		Price		Life	Value

Outstanding at December 31, 2011		9,275,000	$	1.09	8.5 years	$	1,114,063
Granted		300,000		1.00
Exercised		-		-
Expired		-		-

Outstanding at September 30, 2012		9,575,000	$	1.08	9.0 years	$	424,063

Exercisable at September 30, 2012		5,040,464	$	1.00	8.5 years	$	340,653

Warrants

Weighted

Average

Remaining

Aggregate

Under

Exercise

Contractual

Intrinsic

Warrants

Price

Life

Value

Outstanding at December 31, 2011

9,680,022

1.22

4.5 years

Issued

1,193,396

1.25

Issued

Expired

Outstanding at September 30, 2012

10,873,418

1.31

5.1 years

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details

DERIVATIVE LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2012

Derivative Liabilities Tables

DERIVATIVE LIABILITIES

	September 30, 2012			Upon Issuance			December 31, 2011

Warrants:
Risk-free interest rate		0.41	%		0.87	%		0.46	%
Expected volatility		169	%		129	%		86.20	%
Expected life	3.22 years			5.0 years			4.45 years
Expected dividend yield		0.00	%		0.00	%		0.00	%

Fair value of conversion feature	$	2,210,816		$	-		$	177,258
Fair value of warrants	$	5,449,113		$	697,350		$	7,760,535
Total fair value	$	7,659,929		$	697,350		$	7,937,793

GENERAL ORGANIZATION AND BUSINESS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		60 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Dec. 31, 2011
General Organization And Business Details Narrative
Net loss	$ 673,896	$ 5,818,478	$ 6,773,860	$ 17,342,514	$ 34,150,436
Cash Used in operating activities			2,241,467	$ 3,479,545	9,123,334
Stockholders’ deficiency	16,581,601		16,581,601		16,581,601	$ 12,780,918
Working capital deficiency	8,945,365		8,945,365		8,945,365
Convertible notes due	$ 6,481,250		$ 6,481,250		$ 6,481,250

- Definition

The net cash from (used in) all of the entity's operating activities, including those of discontinued operations, of the reporting entity. Operating activities generally involve producing and delivering goods and providing services. Operating activity cash flows include transactions, adjustments, and changes in value that are not defined as investing or financing activities. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Details) - USD ($)	Sep. 30, 2012	Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Derivative liabilities	$ 7,659,929	$ 7,937,793
Fair Value Inputs Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative liabilities	0	0
Fair Value Inputs Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative liabilities	0	0
Fair Value Inputs Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative liabilities	$ 7,659,929	$ 7,937,793

- Definition

Fair values as of the balance sheet date of all liabilities resulting from contracts that meet the criteria of being accounted for as derivative instruments, net of the effects of master netting arrangements.

+ References + Details

PROMISSORY NOTES (Details Narrative)	Sep. 30, 2012 USD ($)
12% Secured Promissory Notes
Balance outstanding	$ 1,231,250
Accrued interest	57,351
7% Senior Secured Convertible Promissory Notes
Balance outstanding	5,000,000
Accrued interest	416,111
September 2012 Secured Promissory Notes
Balance outstanding	250,000
Accrued interest	$ 1,500

COMMON STOCK (Details) - Option [Member]	9 Months Ended
COMMON STOCK (Details) - Option [Member]	Sep. 30, 2012 USD ($) $ / shares shares
Shares Under Option
Outstanding beginning balance \| shares	9,275,000
Granted \| shares	300,000
Exercised \| shares	0
Expired \| shares	0
Outstanding ending balance \| shares	9,575,000
Exercisable ending balance \| shares	5,040,464
Weighted Average Exercise Price
Outstanding beginning balance \| $ / shares	$ 1.09
Granted \| $ / shares	1
Exercised \| $ / shares	0
Expired \| $ / shares	0
Outstanding ending balance \| $ / shares	1.08
Exercisable ending balance \| $ / shares	$ 1
Outstanding beginning balance	8 years 6 months
Outstanding ending balance	9 years
Exercisable ending balance	8 years 6 months
Aggregate Intrinsic Value
Outstanding beginning balance \| $	$ 1,114,063
Outstanding ending balance \| $	424,063
Exercisable ending balance \| $	$ 340,653

COMMON STOCK (Details 1) - Warrant [Member] - USD ($)	9 Months Ended
COMMON STOCK (Details 1) - Warrant [Member] - USD ($)	Sep. 30, 2012	Dec. 31, 2011
Shares Under Warrants
Outstanding beginning balance	9,680,022
Issued	1,193,396
Issued	0
Expired	0
Outstanding ending balance	10,873,418
Weighted Average Exercise Price
Outstanding beginning balance	$ 1.22
Issued		$ 1.25
Issued		$ 0
Expired	0
Outstanding ending balance	$ 1.31
Outstanding beginning balance	4 years 6 months
Outstanding ending balance	5 years 1 month 6 days
Aggregate Intrinsic Value
Outstanding beginning balance	$ 0
Outstanding ending balance	$ 0

DERIVATIVE LIABILITIES (Details) - USD ($)	9 Months Ended	12 Months Ended
DERIVATIVE LIABILITIES (Details) - USD ($)	Sep. 30, 2012	Dec. 31, 2011
Risk-free interest rate	0.41%	0.46%
Expected volatility	169.00%	86.20%
Expected life	3 years 2 months 20 days	4 years 5 months 14 days
Expected dividend yield	0.00%	0.00%
Fair value of conversion feature	$ 2,210,816	$ 177,258
Fair value of warrants	5,449,113	7,760,535
Warrant [Member]
Total fair value	$ 7,659,929	$ 7,937,793

- Definition

Amount of a favorable spread to a debt holder between the amount of debt being converted and the value of the securities received upon conversion. This is an embedded conversion feature of convertible debt issued that is in-the-money at the commitment date.

+ References + Details

DERIVATIVE LIABILITIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
DERIVATIVE LIABILITIES (Details Narrative) - USD ($)	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Derivative Liabilities Details Narrative
Aggregate derivative liability	$ 7,659,929		$ 7,659,929		$ 7,937,793
Gain from the decrease in fair value of the derivative liabilities	$ 1,595,933		$ 975,698
Loss from the increase in the fair value of the derivative liabilities		$ 3,546,042		$ 3,241,440

LICENSE AND COMMITMENTS (Details Narrative)	9 Months Ended
LICENSE AND COMMITMENTS (Details Narrative)	Sep. 30, 2012 USD ($)
Related Party Transaction [Line Items]
Research and Development expenses	$ 750,000
Accrued direct expense reimburses	$ 616,000