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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2012	Sep. 13, 2013	Jun. 30, 2012
Document And Entity Information
Entity Registrant Name	Genesis Biopharma, Inc
Entity Central Index Key	0001425205
Document Type	10-K
Document Period End Date	Dec. 31, 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	Smaller Reporting Company
Entity Public Float			$ 35,232,000
Entity Common Stock, Shares Outstanding		1,509,381,194
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2012

Condensed Balance Sheets - USD ($)	Dec. 31, 2012	Dec. 31, 2011
Current Assets
Cash and cash equivalents		$ 510,217
Deposits	5,000	9,391
Prepaid expenses	2,275	4,473
Total current assets	7,275	524,081
Property and equipment, net of accumulated depreciation of $8,915 and $2,704	22,138	28,349
Rent Deposit		16,000
Total assets	29,413	568,430
Current Liabilities
Accounts payable	1,098,271	190,048
Accrued expenses	1,740,220	67,896
7% convertible promissory notes	5,000,000	5,000,000
12% secured promissory notes	1,231,250
September 2012 secured promissory note	250,000
Accrued interest and penalty	2,029,148	153,611
Derivative liabilities		7,937,793
Total Current Liabilities	11,348,889	13,349,348
Commitments and contingencies
Stockholders' Deficiency
Common stock, $0.000041666 par value; 1,800,000,000 shares authorized, 81,880,595 and 77,993,591 shares issued and outstanding, respectively	3,412	3,250
Common shares to be issued, 303,125 shares	245,153
Additional paid-in capital	19,116,154	14,592,408
Accumulated deficit	(30,684,195)	(27,376,576)
Total Stockholders' Equity (Deficiency)	(11,319,476)	(12,780,918)
Total Liabilities and Stockholders' Deficiency	$ 29,413	$ 568,430

Condensed Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2012	Dec. 31, 2011
Current assets
Property and equipment, accumulated depreciation	$ 8,915	$ 2,704
Stockholder's equity
Common Stock Par Value	$ .000041666	$ .000041666
Common Stock Shares Authorized	1,800,000,000	1,800,000,000
Common Stock Shares Issued	81,880,595	77,993,591
Common Stock Shares Outstanding	81,880,595	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 ($)	12 Months Ended		63 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012
Income Statement [Abstract]
Revenues
Costs and expenses
Operating expenses (including $4,203,254, $14,608,040 and $16,361,663 of non-cash share-based compensation costs)	6,476,546	19,302,721	26,498,038
Research and development	1,656,000	1,755,561	3,583,045
Impairment of intangible asset		160,036	160,036
Total costs and expenses	8,132,546	21,218,318	30,241,119
Loss from operations	(8,132,546)	(21,218,318)	(30,241,119)
Other income (expense)
Change in fair value of derivative liability	8,635,147	1,596,035	10,001,955
Interest expense	(1,922,063)	(151,507)	(2,073,216)
Amortization of discount on convertible notes	(497,888)	(5,000,000)	(5,497,888)
Financing costs	(1,390,269)	(920,310)	(2,873,927)
Total other income (expense)	4,824,927	(4,475,782)	(443,076)
Net Loss	$ (3,307,619)	$ (25,694,100)	$ (30,684,195)
Net Loss Per Share, Basic and Diluted	$ (0.04)	$ (0.34)
Weighted-Average Common Shares Outstanding, Basic and Diluted	79,853,033	75,923,905

Condensed Statements of Operations (Parenthetical) - USD ($)	12 Months Ended		63 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012
Costs and expenses
Share-Based Compensation	$ 4,203,254	$ 14,608,040	$ 16,361,663

Statements of Stockholders' Equity (Deficiency) - USD ($)	Common Stock	Common Stock To Be Issued	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance Shares at Sep. 16, 2007	0
Beginning Balance Amount at Sep. 16, 2007	$ 0		$ 0	$ 0	$ 0
Initial capitalization, sale of common stock to directors, September 17, 2007, shares	12,660,024
Initial capitalization, sale of common stock to directors, September 17, 2007, amount	$ 528		7,472		8,000
Private placement, closed December 31, 2007, shares	25,440,000
Private placement, closed December 31, 2007, amount	$ 1,060		51,940		53,000
Forgiveness of debt by director			0
Ending Balance Shares at Dec. 31, 2007	38,100,024
Ending Balance Amount at Dec. 31, 2007	$ 1,588		59,412	0	61,000
Beginning Balance Shares at Sep. 16, 2007	0
Beginning Balance Amount at Sep. 16, 2007	$ 0		0	0	0
Forgiveness of debt by director					18,137
Net loss					(30,684,195)
Ending Balance Shares at Dec. 31, 2012	81,880,595
Ending Balance Amount at Dec. 31, 2012	$ 3,412	$ 245,153	19,116,154	(30,684,195)	(11,319,476)
Beginning Balance Shares at Dec. 31, 2007	38,100,024
Beginning Balance Amount at Dec. 31, 2007	$ 1,588		59,412	0	61,000
Forgiveness of debt by director			0
Net loss				(58,716)	(58,716)
Ending Balance Shares at Dec. 31, 2008	38,100,024
Ending Balance Amount at Dec. 31, 2008	$ 1,588		59,412	(58,716)	2,284
Forgiveness of debt by director			0		0
Net loss				(15,772)	(15,772)
Ending Balance Shares at Dec. 31, 2009	38,100,024
Ending Balance Amount at Dec. 31, 2009	$ 1,588		59,412	(74,488)	(13,488)
Common stock sold in private placement at $0.03125 per share, March 2010, shares	12,799,968
Common stock sold in private placement at $0.03125 per share, March 2010, amount	$ 533		364,467		365,000
Common stock issued for intellectual property, shares	20,960,016
Common stock issued for intellectual property, amount	$ 873		216,535		217,408
Common stock sold in private placement at $0.75 per share, September 2010, shares	933,341
Common stock sold in private placement at $0.75 per share, September 2010, amount	$ 39		699,961		700,000
Common stock sold in private placement at $1.00 per share, October 2010, shares	250,000
Common stock sold in private placement at $1.00 per share, October 2010, amount	$ 10		249,990		250,000
Common stock sold in private placement at $1.00 per share, December 2010, shares	595,000
Common stock sold in private placement at $1.00 per share, December 2010, amount	$ 25		594,975		595,000
Forgiveness of debt by director			18,137		18,137
Fair value of vested stock options and warrants			114,016		114,016
Net loss				(1,607,988)	(1,607,988)
Ending Balance Shares at Dec. 31, 2010	73,638,349
Ending Balance Amount at Dec. 31, 2010	$ 3,068		2,317,493	(1,682,476)	638,085
Forgiveness of debt by director			0		0
Common Stock sold in Private Placement at $1.00 per share, January 2011, Shares	45,000
Common Stock sold in Private Placement at $1.00 per share, January 2011, Amount	$ 2		44,998		45,000
Common Stock sold in Private Placement at $1.00 per share, April to June 2011, Shares	850,000
Common Stock sold in Private Placement at $1.00 per share, April to June 2011, Amount	$ 35		185,669		185,704
Fair value of common stock issued to consultatnt for services, Shares	460,242
Fair value of common stock issued to consultatnt for services, Amount	$ 20		498,432		498,452
Cancellation of shares, Shares	(3,000,000)
Cancellation of shares, Amount	$ (125)		125		0
Fair value of common stock issued to officer for services, Shares	6,000,000
Fair value of common stock issued to officer for services, Amount	$ 250		8,009,750		8,010,000
Fair value of vested stock options and warrants			1,793,904		1,793,904
Fair value of common stock transferred to officer			702,037		702,037
Fair value of common stock transferred from CEO to a director			1,040,000		1,040,000
Net loss				(25,694,100)	(25,694,100)
Ending Balance Shares at Dec. 31, 2011	77,993,591
Ending Balance Amount at Dec. 31, 2011	$ 3,250		14,592,408	(27,376,576)	(12,780,918)
Forgiveness of debt by director
Common Stock sold in Private Placement at $1.00 per share, net of derivative liability, February 2012, Shares	250,000
Common Stock sold in Private Placement at $1.00 per share, net of derivative liability, February 2012, Amount	$ 10		67,909		67,919
Common stock issued to consultants for services, Shares	1,549,504
Common stock issued to consultants for services, Amount	$ 65		799,935		800,000
Fair value of common stock issued with notes payable, Shares	312,500
Fair value of common stock issued with notes payable, Amount	$ 13	245,153	252,722		497,888
Fair value of common stock issued with notes payable recorded as financing cost, Shares	1,775,000
Fair value of common stock issued with notes payable recorded as financing cost, Amount	$ 74		874,926		875,000
Fair value of vested stock options and warrants			2,528,254		2,528,254
Net loss				(3,307,619)	(3,307,619)
Ending Balance Shares at Dec. 31, 2012	81,880,595
Ending Balance Amount at Dec. 31, 2012	$ 3,412	$ 245,153	$ 19,116,154	$ (30,684,195)	$ (11,319,476)

Condensed Statements of Cash Flows (Unaudited) - USD ($)	12 Months Ended		63 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012
Cash Flows From Operating Activities
Net loss	$ (3,307,619)	$ (25,694,100)	$ (30,684,195)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	6,211	2,704	70,287
Impairment of intangible asset		160,036	160,036
Fair value of vested stock options and warrants	2,528,254	1,793,904	4,436,174
Fair value of derivative liability recorded upon issuance of warrants		2,563,647	2,563,647
Amortization of discount on notes	497,888	5,000,000	5,497,888
Private placement costs	515,273	920,310	1,998,931
Change in fair value of derivative liabilities	(8,635,147)	(1,596,035)	(10,001,955)
Common stock issued to officer for services		8,010,000	8,010,000
Common stock issued for services	800,000	498,452	1,298,452
Common stock issued with note payable reflected as financing cost	875,000		875,000
Fair value of common stock transferred to officer and director		1,742,037	1,742,037
Write off of advances to related party		50,000	50,000
Changes in assets and liabilities:
Prepaid expenses and other assets	22,589	(21,417)	(7,275)
Accounts payable	908,223	159,756	1,098,271
Accrued expenses	1,672,324	70,000	1,893,831
Accrued interest and penalty	1,875,537	151,507	1,875,537
Net Cash Used In Operating Activities	(2,241,467)	(6,189,199)	(9,123,334)
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment		(31,053)	(35,053)
Advances to related party		(50,000)	(50,000)
Net Cash Used In Investing Activities		(81,053)	(85,053)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of convertible notes, net		4,615,000	4,615,000
Proceeds from the issuance of secured promissory notes	1,481,250		1,481,250
Proceeds from the issuance of common stock	250,000	873,000	3,094,000
Due to director			18,137
Net Cash Provided By Financing Activities	1,731,250	5,488,000	9,208,387
Net Increase (Decrease) In Cash And Cash Equivalents	(510,217)	(782,252)
Cash and Cash Equivalents, Beginning of Period	510,217	1,292,469
Cash and Cash Equivalents, End of Period		510,217
Supplemental Disclosures of Cash Flow Information:
Derivative liability recorded upon issuance of convertible notes and warrants		5,535,310	5,535,310
Derivative liability recorded as financing cost	697,354	642,296	1,339,650
Common stock issued for intellectual property			217,408
Proceeds from convertible notes held in escrow	497,888		497,888
Forgiveness of debt by director, treated as contribution of capital		$ 0	$ 18,137

1. GENERAL ORGANIZATION AND BUSINESS

12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

Genesis Biopharma, Inc. (the “Company,” “we,” “us” or “our”) 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.

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.

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 therapies using autologous tumor infiltrating lymphocytes for the treatment of Stage IV metastatic melanoma and other cancers. Our lead product candidate, Cōntego™, is an adoptive cell therapy using autologous tumor infiltrating lymphocytes for the treatment of certain cancers.

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 since our inception in September 2007. We currently do not anticipate that we will generate any revenues during 2013 or in the foreseeable future 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 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 financial statements, the Company has incurred net loss of $3,307,619 for the year ended December 31, 2012 and used $2,241,467 of cash in its operating activities during the year ended December 31, 2012. As of December 31, 2012, the Company has a stockholders’ deficiency of $11,319,476 and has a working capital deficiency of $11,341,614. In addition, as described in Notes 4, 5 and 6, the Company was obligated to pay an aggregate of $6,481,250 in note principal pursuant to convertible notes and promissory notes which were in default at December 31, 2012 and the corresponding $2,029,148 of interest and penalties. Subsequent to December 31, 2012, these notes plus $1,891,787 of accrued interest and penalties were converted into 837,303,700 shares of common stock (see Note 12 Subsequent Events).

Subsequent to December 31, 2012, the Company raised aggregate proceeds of approximately $1,240,000 from the sale of its common stock (See Note 12). However, we do not believe these funds are sufficient 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 including without limitation the expenses it will incur in connection with the license and research and development agreements with the National Cancer Institute and National Institute of Health; costs associated with development, clinical testing and commercialization of Contego™; costs to design and implement an effective system of internal controls and disclosure controls and procedures; costs of maintaining our status as a public company. 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.

Because the Company is currently 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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Loss per Share

Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing the net 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 years ended December 31, 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 December 31, 2012 consist of options to acquire 9,375,000 shares of the Company’s common stock, warrants to acquire 10,873,418 shares of the Company’s common stock, and 5,000,000 shares of common stock issuable upon the conversion of the 7% secured convertible promissory notes.

In May 2013, a significant number of these debt and equity instruments were converted or exchanged to shares of common stock. See further discussion at Note 12 Subsequent Events.

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.

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

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

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 used a probability weighted average Black-Scholes-Merton models to value the derivative instruments at inception and on subsequent valuation dates through September 30, 2012. At December 31, 2012, the Company used the assistance of valuation specialist to determine fair value of the derivative liability (see further discussion at Note 9). 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

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements.

3. INTELLECTUAL PROPERTY LICENSES

12 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

3. INTELLECTUAL PROPERTY LICENSES

Effective March 15, 2010, the Company entered into a purchase agreement with Hamilton Atlantic, a Cayman Islands company (“Hamilton”), whereby Hamilton sold, and the Company acquired, all of Hamilton’s rights, title and interest to certain assets related to the development and commercialization of biotechnology drugs, primarily anti-CD55 antibodies (the “Anti-CD55 Antibody Program”), including certain patents, patent applications, materials, and know-how. As consideration, the Company agreed to issue to Hamilton 20,960,016 shares of the Company’s common stock. The Company valued the shares issued to Hamilton at $217,408, which was based upon the historical cost initially paid by Hamilton to acquire the intellectual property rights from an unrelated third party. The intellectual property rights are being amortized over a three year life.

On October 5, 2011, the Company decided to terminate its efforts to develop anti-CD55+ antibodies for the treatment of cancer. As a result, the Company terminated its exclusive license agreement, and returned all rights thereunder to certain patents and patent applications. As a consequence of this action, the Company recorded an impairment loss representing the remaining carrying value of its intangible assets of $160,036.

4. 7% CONVERTIBLE PROMISSORY NOTES AND WARRANTS

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

NOTE 4. 7% CONVERTIBLE PROMISSORY NOTES AND WARRANTS

On July 27, 2011 the Company completed an offering of $5,000,000 of its senior secured convertible promissory notes (the “Senior Secured Notes”). The Senior Secured Notes bear an interest of 7% per annum, are secured by all the Company’s assets, were originally scheduled to mature on November 30, 2011, and were convertible into shares of the Company’s common stock at a conversion price of $1.25 per share, subject to adjustment. Subsequent to its issuance, the terms of the Senior Secured Notes have been amended several times, which among others, extended the maturity date to November 30, 2012. The purchasers of the Senior Secured 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 Senior Secured Notes were $4,615,000 after placement and other direct closing costs.

The conversion price of the Senior Secured 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 Senior Secured Notes, treated as a derivative liability, and accounted for at its fair value. Upon issuance, the Company determined the fair value of the conversion feature was $1,844,422 and recorded a corresponding discount to the Senior Secured Notes. The Company has also determined that the anti-dilution reset provision of the warrants also is subject to derivative liability treatment and is required to be accounted for at its fair value. Upon issuance in 2011, the Company determined the fair value of the warrants was $3,616,870 and recorded a discount of $3,155,578 to the Senior Secured Notes, and recognized the remaining amount of $461,292 as private placement costs in the statement of operations. The total discount to the Senior Secured Notes of $5,000,000 was amortized in full through the original maturity date of November 30, 2011. See Note 9 for discussion on derivative liability.

In connection with this sale of Senior Secured 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 Senior Secured 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 in 2011, 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 in 2011 for the issuance of convertible debentures was $920,310.

Effective December 1, 2012, the Senior Secured Notes were in default. Upon a default, the interest rate on the Senior Secured Notes increased to 15% per annum, and the holders of the Senior Secured Notes have the right to demand that the Company immediately redeem all of the Senior Secured Notes at a price that is the greater than the outstanding balance of the Senior Secured Notes. In general, the investors may demand that the Senior Secured Notes be redeemed at a price equal to the greater of (i) 125% of the outstanding balance of the Senior Secured Notes and unpaid interest and fees, if any, 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 Senior Secured Notes to pursue collection actions against the Company. As a result, during 2012, the Company recorded penalty interest of $1,387,361 representing the 125% redemption price of the outstanding notes which is included in the accompanying 2012 statement of operations, and has reflected accrued interest upon default as part of “Accrued Interest and Penalty” in the accompanying balance sheet. .

During the year ended December 31, 2012, the Company recorded interest expense of $395,833 pursuant to the terms of the note. As of December 31, 2012, the entire $5,000,000 principal amount of the Senior Secured Notes remained outstanding and in default and $549,444 of accrued interest which was recorded as part of “Accrued Interest and Penalty” in the accompanying balance sheet.

In May 2013, pursuant to an Exchange Agreement with the Company’s creditors, these notes were exchanged to shares of common stock. See Note 12 Subsequent Events for further discussion.

5. 12% SECURED PROMISSORY NOTES

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

NOTE 5. 12% SECURED PROMISSORY NOTES

From April up to July 2012, we issued an aggregate of $1,231,250 of our secured promissory notes pursuant to a Note and Common Stock Subscription Agreement (the “Subscription Agreement”) with accredited investors (collectively, the “Purchasers”).

The notes are secured by all of the Company's assets and bear interest at 12% per annum and mature 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 repayments of the note were secured with a first lien on all of the assets of the Company, which lien is pari passu with the Company’s other current and future senior lenders. In addition, the notes were secured by a pledge of all of the shares of Common Stock and by all Common Stock purchase options owned by person who, at that time, was the Company’s 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 Agreements provided that if, at any time while the 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 loans will be adjusted to have such terms and conditions similar to those of the new financing.

Upon issuance of the notes, the Company agreed to issue 615,625 shares of its common stock to the Purchasers, of which, 312,500 shares of common stock were issued during the year ended December 31, 2012 and 303,125 shares of common stock are yet to be issued. The Company determined that the fair value of the common stock was $497,888 based upon the trading price of the Company’s common stock at the date the notes were issued, and such was recorded as 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 Convertible Notes” in the accompanying statement of operations.

During the year ended December 31, 2012, the Company recorded interest expense of $92,343 pursuant to the terms of the note. As of December 31, 2012, $1,231,250 of the notes remained outstanding and $92,343 in accrued interest which is recorded as part of “Accrued Interest and Penalty” in the accompanying balance sheet. At December 31, 2012, the notes were in default.

In May 2013, pursuant to an Exchange Agreement with the Company’s creditors, these notes were exchanged to shares of common stock. See Note 12 Subsequent Events for further discussion.

6. SEPTEMER 2012 SECURED PROMISSORY NOTES

12 Months Ended

Dec. 31, 2012

Debt Disclosure [Abstract]

NOTE 6. 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. As part of issuance of the note, the Company also issued to the holder, a five-year, fully vested warrant to purchase 943,396 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 determined that the anti-dilution reset provision of the warrants is subject to derivative liability treatment and is required to be accounted for as a liability and recorded at its fair value upon issuance. The Company determined the fair value of the warrants to be $515,273 using a probability weighted average Black-Scholes Option Pricing Model (see Note 9 for discussion on derivative liability). The Company also granted the note holder, 1,775,000 shares of common stock with a fair value of $875,000. The aggregate fair value $1,390,273 of the derivative liability arising from the issuance of the warrants and the fair value of the issuance of the common stock was recorded as an expense upon issuance of the note and reflected as a private placement financing cost in the 2012 statement of operations.

In May 2013, pursuant to an Exchange Agreement with the Company’s creditors, the note was exchanged to shares of common stock. See Note 12 Subsequent Events for further discussion.

- 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

7. COMMON STOCK

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

NOTE 7. COMMON STOCK

Issuance of common stock for cash

In February 2012, the Company sold 250,000 shares of its common stock and a five-year warrant to purchase 250,000 shares for $250,000. 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 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. See Note 9 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.

Issuance of common stock for services

In January 2012, the Company issued 49,504 shares of common stock with a fair value of $50,000 to the principals of an investor relations firm. The shares of common stock issued were valued at the market price on the date of issuance.

In July 2012, Company issued 1,500,000 shares of common stock with a fair value of $750,000 to the principal of a firm engaged to seek financing and other strategic relationships for the Company. The shares of common stock issued were valued at the market price on the date of issuance.

Issuance of common stock with Promissory Notes

From April up to July 2012, the Company agreed to issue 615,625 shares of its common stock with a fair value of $497,888 to the Purchasers of its promissory notes. Subsequently, a total of 312,500 shares of common stock were issued during the year ended December 31, 2012 and 303,125 shares of common stock remains to be issued as of December 31, 2012. The shares of common stock issued were valued at the market price on the date of grant. See Note 5 for further discussion.

In July and September 2012, the Company issued an aggregate of 1,775,000 shares of common stock with a fair value of $875,000 to a holder of the Company’s promissory note. The shares of common stock issued were valued at the market price on the date of issuance. See Note 6 for further discussion.

- 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.

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Reference 15: http://www.xbrl.org/2003/role/presentationRef
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+ Details

8. STOCK OPTIONS AND WARRANTS

12 Months Ended

Dec. 31, 2012

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

8. STOCK OPTIONS AND WARRANTS

Options

A summary of the status of stock options at December 31, 2012 and 2011, and the changes during the years 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, 2010		1,150,000		$	0.03	6.3 years	$	1,401,563
Granted		8,125,000			1.23
Exercised		-			-
Expired/Forfeited		-			-
Outstanding at December 31, 2011		9,275,000			1.09	8.5 years		1,114,063
Granted		300,000			1.04
Exercised
Expired/Forfeited		(200,000	)		0.92

Outstanding at December 31, 2012		9,375,000		$	1.07	7.7 years	$	217,063
Exercisable at December 31, 2012		5,515,830		$	1.06	7.2 years	$	142,223

During the years ended December 31, 2012 and 2011, the Company recorded compensation costs of $2,528,254, and $1,706,364, respectively, relating to the vesting of the stock options discussed above. As of December 31, 2012, the aggregate value of unvested options was $3,317,003, which will continue to be amortized as compensation cost as the options vest over terms ranging from 1 to 5 years, as applicable. On August 31, 2013, Mr. Cataldo’s 2,500,000 options to purchase common stock with unamortized compensation cost of $1,611,698 were forfeited as a result of his resignation as our chief executive officer effective June 1, 2013. See further discussion at Note 12 – Subsequent Events.

On March 1, 2011, the Company entered into an employment agreement that provided for the grant of options to purchase 2,500,000 shares of its common stock at an exercise price of $1.25. The options were to vest as follows: a) 500,000 shares vested immediately and b) 2,000,000 shares vest in equal monthly installments over the two-year term of the agreement. Neither the Board of Directors nor the Compensation Committee approved the grant 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 for the years ended December 31, 2012 and 2011, or in number of granted options listed as of December 31, 2012 and 2011.

Warrants

A summary of the status of stock warrants at December 31, 2012and 2011, and the changes during the years then ended, is presented in the following table:

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

Outstanding at December 31, 2010		1,050,022	$	1.00		4.7 years	$	262,506
Issued		8,630,000		1.34
Exercised		-		-
Expired		-		-
Outstanding at December 31, 2011		9,680,022		1.22		4.5 years		-
Issued		1,193,396		1.25
Exercised		-
Expired		-
Outstanding at December 31, 2012		10,873,418	$	1.23		3.5 years	$	-

During the year ended December 31, 2012, the Company issued warrants to purchase an aggregate of 1,193,396 shares of its common stock in connection with the sale of shares of common stock for cash and issuance of convertible notes (see Notes 6 and 7). The warrants have an exercise price of $1.25/share, fully vested, and will expire in 2017. The warrant agreement also included 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. The Company determined that the anti-dilution reset provision of the warrants is subject to derivative liability treatment and is required to be accounted for as a liability and recorded at its fair value upon issuance. The aggregate value of these warrants issued in 2012 was $697,354 using the probability weighted average Black-Scholes-Merton option valuation model (see Note 9 for discussion on derivative liability).

In May 2013, 10,773,418 warrants were exchanged for 10,773,418 shares of common stock with a fair value of $107,734. See further discussion at Note 12 – Subsequent Events.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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+ Details

9. DERIVATIVE LIABILITIES

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

NOTE 9. 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 convertible notes and warrants issued related to the private placement described in Notes 5, 6 and 7 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 Company used the assistance of a valuation specialist due to the complexity in determining the fair value of its derivative liability at December 31, 2012. As a result of the Company’s inability to pay its debt obligations, the default status of its convertible promissory notes and lack of available working capital at December 31, 2012, for valuation purposes, the Company, with the assistance of the independent valuation expert determined that the effect of the default and insolvent financial condition, as such, the outstanding conversion features and warrants accounted for as derivative upon its issuance had no more value at December 31, 2012.

Prior to December 31, 2012, the derivative liabilities were valued using probability weighted average Black-Scholes-Merton valuation techniques with the following average assumptions:

	December 31, 2012			Upon Issuance			December 31, 2011

Average Assumptions:
Risk-free interest rate		-	%		0.87	%		0.46	%
Expected volatility		-	%		129	%		86.20	%
Expected life		-			5 years			4.45 years
Expected dividend yield		-	%		0.00	%		0.00	%

Fair value of conversion feature	$	-		$	-		$	177,258
Fair value of warrants	$	-		$	697,354		$	7,760,535
Total fair value	$	-		$	697,354		$	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 year, 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 December 31, 2012 and 2011, the aggregate derivative liability was $0 and $7,937,793, respectively. For the year ended December 31, 2012 and 2011, the Company recorded a gain due to the decrease in fair value of the derivative liabilities of $8,635,147 and $1,596,035 respectively.

10. LICENSE AND COMMITMENTS

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

NOTE 10. LICENSE AND COMMITMENTS

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.

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.

During the year ended December 31, 2012, the Company recognized a total of $1,000,000 of CRADA expenses, which was recorded as part of Research and Development expenses in the statement of operations, of which, $500,000 remains outstanding as of December 31, 2012 and is included in Accrued Expenses in the balance sheet.

As of the date of this Annual Report, the amount due of $500,000 as of December 31, 2012 was paid in full, however, the Company is currently in default of its 2013 dues amounting to approximately $250,000. 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 license agreement required us to pay the NIH approximately $723,000 of upfront licensing fees and expense reimbursements in 2011, which amounts are 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 of $20,000), 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 year ended December 31, 2012 there were no net sales that would be subject to royalty payments or 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 year ended December 31, 2012, the Company accrued $682,292 for reimbursement of direct expenses, such as legal costs associated with patents, incurred by the NIH in performing on the licensing agreement, annual minimum royalty due and penalty interest of $46,526. Such costs are reimbursable from the Company to the NIH pursuant to the terms of the licensing agreement.

As of the date of this Annual Report, the amount due of $682,292 is currently past due and the Company is 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 agreed to provide certain process development services as well as to investigate the development and manufacture of Cōntego™. 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 statement 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 Cōntego™ 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 Cōntego™ products. The fees and costs of Lonza’s services under the Manufacturing Services Agreement depend on each statement of work. As of December 31, 2012, Lonza had provided the services related to the $500,000 payment. There were no additional statements of work agreements entered into with Lonza during the year ended December 31, 2012.

During the year ended December 31, 2012, no services were rendered by Lonza in reference to this agreement.

11. RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2012

NOTE 11. RELATED PARTY TRANSACTIONS

Accrued Payroll and Fees

As of December 31, 2012 and 2011, the Company accrued the unpaid salaries of its officers and fees due to members of the Company’s board of directors in the aggregate of $395,081 and $30,000, respectively, which is included in Accrued Expenses in the accompanying 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 during 2012, 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, fully vested warrant to purchase up to 100,000 shares of our common stock at an exercise price of $1.26 per share with a fair value of $87,540 which was expensed in full upon issuance.

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.

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.

During the years ended December 31, 2012 and 2011, the Company recognized consulting expenses amounting to $237,013 and $1,270,554 respectively pursuant to this agreement, which expenses were recorded as part of operating expenses in the accompanying statement of operations.

In January 2013, the parties to the Emmes Group Consulting LLC consulting agreement terminated that agreement.

- 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

12. SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2012

Subsequent Events [Abstract]

12. SUBSEQUENT EVENTS

Restructuring

Effective May 22, 2013, the Company completed a restructuring of its unregistered debt and equity securities resulting in an issuance of 1,291,350,957 shares of common stock, the cancellation of the 12% Secured Promissory Notes (see Note 5), 7% Senior Secured Notes (see Note 4), September 2012 Secured Promissory Notes (see Note 6), and certain other indebtedness, and the receipt of $1.25 million from the sale of shares of common stock (the “Restructuring”). To effect the Restructuring, the Company entered into an exchange agreement (the “Exchange Agreement”) and a stock purchase agreement (the “Stock Purchase Agreement”), pursuant to which (i) certain outstanding debt of the Company was converted into shares of Common Stock; (ii) certain outstanding warrants to purchase shares of capital stock of the Company were exchanged for shares of Common Stock; (iii) certain investors in prior private placements offerings by the Company (the “Prior PIPE Transactions”) purchased shares of Common Stock; and (iv) certain investors purchasing shares of Common Stock in this Restructuring received an additional issuance of Common Stock, for no additional consideration (the “Repricing Issuance”). The Exchange Agreement, Stock Purchase Agreement and the transactions contemplated thereby are described in further detail below. The terms of the Restructuring were determined in negotiations between the Company and the creditors and investors party thereto, and were approved by the Board of Directors, including a majority of the disinterested directors. The securities issued pursuant the Restructuring are exempt from registration under Section 4(2) of the Securities Act of 1933 (the “Securities Act”) and Rule 506 of Regulation D because, among other reasons, all offerees are “accredited investors” under Section 2(15) of the Securities Act, all participants were existing security holders of the Company, and no general solicitation or public advertisement was conducted in connection with the Restructuring.

Exchange Agreement

Under the Exchange Agreement, certain creditors of the Company (the “Creditors”) holding (i) an aggregate of approximately $7.2 million (including accrued interest and penalties) of the Senior Secured Notes issued on July 27, 2011, (ii) an aggregate of approximately $1.7 million (including accrued interest and penalties) of bridge notes issued May 7, 2012 and September 12, 2012, and (iii) an aggregate of approximately $0.3 million in other outstanding debt (together the “Debt”) converted all such outstanding Debt into shares of Common Stock at a conversion price of $0.01 per share.

In addition, certain Creditors and certain placement agents associated with the Debt, together holding warrants to purchase 4,080,000 shares of capital stock of the Company exchanged such warrants and received one share of Common Stock in exchange for each share of capital stock of the Company underlying the warrants.

Furthermore, certain Creditors purchased an aggregate of 25,000,000 shares of Common Stock at a purchase price of $0.01 per share, resulting in aggregate proceeds to the Company of $250,000 under the Exchange Agreement. In sum, 955,844,092 shares of Common Stock were issued under the Exchange Agreement. Of this amount, 837,303,700 shares were issued for principal and accrued interest and penalties of approximately $8.4 million and 118,540,392 shares issued were for accrued interest and penalties recognized subsequent to year ended December 31, 2012.

This Exchange Agreement terminated all outstanding promissory notes and warrants originally issued with these notes, and any anti-dilution protection thereunder. The Exchange Agreement provides for new limited anti-dilution protection for shares of Common Stock issued under the Exchange Agreement, whereby such shares receive anti-dilution protection for any shares of capital stock of the Company sold at less than $0.01 per share, solely with respect to the first $6 million of any new sales of securities of the Company. In addition, all Creditors and placement agents provided a release of all claims against the Company with respect to all rights and ownership of the Debt and warrants, in consideration of the shares issued pursuant to this Exchange Agreement.

Stock Purchase Agreement

Under the Stock Purchase Agreement, certain investors (“Investors”) who purchased Common Stock and warrants to purchase shares of capital stock of the Company in the Company’s Prior PIPE Transactions purchased shares of Common Stock at a purchase price of $0.003 (the “Financing”). In addition, any Investor participating in and purchasing a minimum amount of Common Stock in the Financing received, for no further consideration, the number of shares of Common Stock that such Investor would have received in the Prior PIPE Transactions if the price per share of Common Stock in the Prior PIPE Transactions had been $0.003 per share (the “Repricing Issuance”). The Stock Purchase Agreement resulted in the issuance of 348,232,447 shares of common stock and aggregate gross proceeds to the Company of $1,099,990.

All Investors and other parties holding warrants to purchase 6,693,418 shares of capital stock of the Company exchanged such warrants and received one share of Common Stock in exchange for each share of capital stock of the Company underlying the warrants.

The Stock Purchase Agreement resulted in the issuance of 327,313,447 shares of common stock and aggregate proceeds to the Company of $1,099,990, less legal fees of $109,990. The Stock Purchase Agreement also terminated the warrants and any anti-dilution protection thereunder. The Stock Purchase Agreement provides for new limited anti-dilution protection for shares of Common Stock issued under the Stock Purchase Agreement, whereby such shares receive anti-dilution protection for any shares of capital stock of the Company sold at less than $0.01 per share, solely with respect to the first $6 million of any new sales of securities of the Company. In addition, all Investors provided a release of all claims against the Company with respect to all rights and ownership of the shares and warrants acquired in connection with the Prior PIPE Transactions, in consideration of the shares issued pursuant to the Stock Purchase Agreement.

Pursuant to the Restructuring, the Company underwent a change in control. Under the Restructuring, certain Creditors, Investors, placement agents and consultants were issued approximately 94% of the Company’s outstanding voting equity interests, with Ayer Capital Partners Master Fund, L.P. together with certain of its affiliates (the “Ayer Funds”) and Bristol Investment Fund, Ltd., together with certain of its affiliates (“Bristol”), owning approximately 41% and 29% respectively of the Company’s outstanding voting securities. Prior to the Restructuring, control of the Company was widely disseminated among various stockholders, including the Investors.

On May 20, 2013, Martin Schroeder resigned from the Board of Directors. In connection with the Restructuring, on May 22, 2013, Anthony Cataldo, Michael Handelman and William Andrews resigned from our Board of Directors. Finally, on May 24, 2013, our stockholders removed Dr. L. Stephen Coles from the Board and elected Paul Kessler to serve as an additional director on the Board. Mr. Kessler is a director of Bristol Investment Fund, Ltd. and a manager of Bristol Capital, LLC who, collectively, hold approximately 27.5% of our currently outstanding shares of common stock. Under the Restructuring, Bristol converted approximately $2.92 million in Debt (including accrued interest and penalties) into shares of Common Stock, invested $341,111 in the Financing, received a Repricing Issuance, and exchanged 4,532,514 warrants for shares of capital stock of the Company into shares of Common Stock, collectively resulting in the issuance of approximately 391 million shares of Common Stock to Bristol.

Effective as of May 28, 2013, the Company amended its Bylaws to opt out of the Nevada Revised Statutes provisions 78.378 to 78.3793, inclusive and to provide that a majority of the outstanding voting securities of the Company may fill a vacancy on the Company’s board of directors.

Settlement with Officer

On June 19, 2013, the Company entered into a Settlement Agreement and General Release of All Claims (the “Agreement”) with Mr. Anthony Cataldo, the Company’s former chief executive officer (“Cataldo”). Per the Agreement, Mr. Cataldo voluntarily resigned as the Company’s chief executive officer, effective as of June 1, 2013. The Agreement also settles any amounts owed to Mr. Cataldo by the Company, providing that upon the Company achieving its first financing with aggregate proceeds to the Company of greater than $5,000,000 following the date of the Agreement (the “Financing”), the Company shall provide Cataldo with a cash payment equal to $370,000, to be paid out as follows: (a) a payment of $120,000 in cash, less all appropriate federal and state income and employment taxes, payable to Cataldo within ten (10) business days following the closing of the Financing, and (b) a payment of $250,000, less all appropriate federal and state income and employment taxes, payable to Cataldo within ten (10) business days following a closing of the Financing and immediately reinvested by Company on Cataldo’s behalf in the Financing, on the same terms and conditions therein. The Agreement also provides for mutual releases of all claims related in any way to the transactions or occurrences between Cataldo and the Company to date, to the fullest extent permitted by law, including, but not limited to, Cataldo’s employment with Company.

Agreement with Lion Biotechnologies, Inc.

On July 24, 2013, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Lion Biotechnologies, Inc., a Delaware corporation, and Genesis Biopharma Sub, Inc., our newly formed Delaware subsidiary (“Merger Sub”), and thereby acquired Lion Biopharma (the “Merger”). In the Merger, Lion Biotechnologies’ stockholders received, in exchange for all of their issued and outstanding shares of common stock, an aggregate of 134,000,000 shares of our Common Stock, as well as the ability to receive an additional 135,000,000 shares of Common Stock upon the achievement of certain milestones related to the Company’s financial performance and position. As part of the Merger, Dr. Manish Singh entered into an employment agreement with us whereby we appointed him as our Chief Executive Officer and Chairman of the Board of the Company. We also agreed to reconstitute our Board of Directors by appointing Jay Venkatesan and Sanford J. Hillsberg to replace David Voyticky and Paul Kessler as directors on our Board. These appointments and resignations became effective by the end of August 2013.

In connection with his appointment as Chief Executive Officer and Chairman of the Board, we entered into an employment agreement with Dr. Singh pursuant to which we are required to pay Dr. Singh an annual base salary of $34,000 until this Company raises at least $1,000,000 in additional financing. If we raise at least $1,000,000, Dr. Singh’s annual salary will at that time increase to $350,000. In addition to his base salary, Dr. Singh will be eligible to participate in the Company’s annual incentive compensation program, with a target potential bonus of 30% of Dr. Singh’s salary, conditioned upon the satisfaction of individual and company objectives. Dr. Singh will also be entitled to health and other benefits programs and, on July 24, 2014, he will also be eligible to receive stock option grants under the Company’s stock option plan.

Amended and Restated Articles

On August 2, 2013, the Company received written consents in lieu of a meeting of stockholders from holders of approximately 72.7% of the outstanding shares to authorize the Company’s Board of Directors to approve the following:

(1) to effect, at the discretion of our Board, a reverse stock split (pro-rata reduction of outstanding shares) of Common Stock at a reverse split ratio in the range of between 1-for-50 and 1-for-100 (the “Reverse Stock Split”), which specific ratio will be determined by the Chairman of our Board prior to filing the Restated Articles (as defined below);

(2) to fix the number of authorized shares of Common Stock after the Reverse Stock Split at one hundred and fifty million (150,000,000) shares of Common Stock, which change will result in an increase in the authorized number of shares of Common Stock;

(3) to authorize the issuance of fifty million (50,000,000) shares of “blank check” preferred stock, $0.001 par value per share, to be issued in series, and all properties of such preferred stock to be determined by the Company’s Board;

(4) to change the name of the Company to “Lion Biotechnologies, Inc.”;

(5) to amend the Company’s Articles of Incorporation to add indemnification and limit the personal liability of officers and members of our Board

In order to effect the foregoing reverse stock split, the increase in the common stock authorization, the authorization of blank check preferred stock, the name change, and the indemnification provisions, and to add standard provisions to the Company’s Articles of Incorporation, the Board elected to amend and restate the Company’s Articles of Incorporation by means of an Amended and Restated Articles of Incorporation, which amendment is expected to be filed, and to become effective, by the end of September 2013.

Amendment to 2011 Plan

The Company’s Board of Directors and the holders of a majority of the issued and outstanding shares of common stock have to approved an amendment to the Genesis Biopharma, Inc. 2011 Equity Incentive Plan (the “2011 Plan”) (a) to increase the number of shares of common stock authorized for issuance under the 2011 Plan from 18,000,000 shares of common stock to 170,000,000 shares of common stock (prior to giving effect to the Reverse Stock Split), (b) increasing the maximum number of shares eligible for issuance under the 2011 Plan in any twelve-month period from 5,000,000 shares of common stock to 30,000,000 shares of common stock (prior to giving effect to the Reverse Stock Split).

Director Stock Awards

On July 24, 2013, the Company entered into a Director Stock Award Agreement (the “Award Agreement”) with each of General Merrill McPeak, Matrix Group International, Inc. (on behalf of David Voyticky) (“Matrix”) and Bristol Capital, LLC (on behalf of Paul Kessler) (“Bristol”) whereby General McPeak, Matrix and Bristol each received 13,353,215 shares of Common Stock or an aggregate of 40,059,645 shares with a fair value of approximately $2,002,982 for consideration of services rendered as directors. The terms of the Award Agreement were approved by a majority of the Company’s stockholders, including a majority of the disinterested stockholders. The securities issued pursuant the Award Agreement are exempt from registration under Section 4(2) of the Securities Act of 1933 (the “Securities Act”) because, among other reasons, all offerees are “accredited investors” under Section 2(15) of the Securities Act and no general solicitation or public advertisement was conducted in connection with the issuance.

The following proforma balance sheet as of December 31, 2012, shows adjustments to the accounting for the subsequent events described above as if such events had occurred on December 31, 2012.


	December 31, 2012							December 31, 2012
	December 31, 2012				Pro-forma			(Proforma)
	(As Reported)				Adjustments			(Unaudited)

Cash and cash equivalents	$	-		3		1,240,000		$	1,240,000
Other assets		29,413							29,413
Total Assets	$	29,413						$	1,269,413

Accounts Payable	$	1,098,271						$	1,098,271
Accrued Expenses		1,740,220							1,740,220
7% Senior secured promissory notes		5,000,000		1		(5,000,000	)		-
12% Secured promissory note		1,231,250		1		(1,231,250	)		-
September 2012 secured promissory note		250,000		1		(250,000	)		-
Accrued interest and penalty		2,029,148		1		(1,891,787	)		137,361
Total Liabilities		11,348,889							2,975,852

Common stock and additional		19,364,719		1		8,373,037
paid in capital				2		107,734
				3		1,240,000
				4		6,700,000
				5		2,002,982			37,788,472

Accumulated deficit		(30,684,195	)	2		(107,734	)
				4		(6,700,000	)
				5		(2,002,982	)
									(39,494,911	)
Total Stockholders' Deficiency		(11,319,476	)						(1,706,439	)

Total Liabilities and Stockholders' Deficiency	$	29,413						$	1,269,413

1 - To record issuance of 837,303,700 shares of common stock with a fair value of $8,373,037 to settle promissory notes and accrued interest and penalty in the aggregate of $8,373,037.

2 - To record issuance of 10,773,418 shares of common stock with a fair value of $107,734 in exchange for the cancellation of 10,773,418 outstanding warrants.

3 - To record issuance of 352,313,447 shares of common stock for cash of $1,349,990, less direct legal costs incurred of $109,990 or net proceeds of $1,240,000.

4 - To record issuance of 134,000,000 shares of common stock with a fair value of $6,700,000 pursuant to the agreement with Lion Biotech Inc.

5 - To record issuance of 40,059,649 shares of common stock with a fair value of $2,002,982 to 3 members of Board of Directors.

On a proforma basis, the Company would have had 1,450,950,262 shares of its common stock outstanding at December 31, 2012, and loss per share for the year ending December 31, 2012 would have been $0.15 per share.

1. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Policies)

12 Months Ended

Dec. 31, 2012

Summary Of Significant Accounting Practices Policies

Loss per Share

Loss per Share

In May 2013, a significant number of these debt and equity instruments were converted or exchanged to shares of common stock. See further discussion at Note 12 Subsequent Events.

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.

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

Derivative liabilities	$	-	$	-	$	-	$	-	$	-	$	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

1. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Tables)

12 Months Ended

Dec. 31, 2012

Summary Of Significant Accounting Practices Tables

Fair Value Measurements

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

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

8. STOCK OPTIONS AND WARRANT (Tables)

12 Months Ended

Dec. 31, 2012

Stock Options And Warrant Tables

Stock Options

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

Outstanding at December 31, 2010		1,150,000		$	0.03	6.3 years	$	1,401,563
Granted		8,125,000			1.23
Exercised		-			-
Expired/Forfeited		-			-
Outstanding at December 31, 2011		9,275,000			1.09	8.5 years		1,114,063
Granted		300,000			1.04
Exercised
Expired/Forfeited		(200,000	)		0.92

Outstanding at December 31, 2012		9,375,000		$	1.07	7.7 years	$	217,063
Exercisable at December 31, 2012		5,515,830		$	1.06	7.2 years	$	142,223

Warrants

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

Outstanding at December 31, 2010		1,050,022	$	1.00		4.7 years	$	262,506
Issued		8,630,000		1.34
Exercised		-		-
Expired		-		-
Outstanding at December 31, 2011		9,680,022		1.22		4.5 years		-
Issued		1,193,396		1.25
Exercised		-
Expired		-
Outstanding at December 31, 2012		10,873,418	$	1.23		3.5 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

9. DERIVATIVE LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2012

Derivative Liabilities Tables

DERIVATIVE LIABILITIES

	December 31, 2012			Upon Issuance			December 31, 2011

Average Assumptions:
Risk-free interest rate		-	%		0.87	%		0.46	%
Expected volatility		-	%		129	%		86.20	%
Expected life		-			5 years			4.45 years
Expected dividend yield		-	%		0.00	%		0.00	%

Fair value of conversion feature	$	-		$	-		$	177,258
Fair value of warrants	$	-		$	697,354		$	7,760,535
Total fair value	$	-		$	697,354		$	7,937,793

1. GENERAL ORGANIZATION AND BUSINESS (Details Narrative) - USD ($)	12 Months Ended					63 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008	Dec. 31, 2012	Dec. 31, 2007	Sep. 16, 2007
General Organization And Business Details Narrative
Net loss	$ 3,307,619	$ 25,694,100	$ 1,607,988	$ 15,772	$ 58,716	$ 30,684,195
Cash Used in operating activities	2,241,467	6,189,199				9,123,334
Stockholders’ deficiency	11,319,476	$ 12,780,918	$ (638,085)	$ 13,488	$ (2,284)	11,319,476	$ (61,000)	$ 0
Working capital deficiency	11,341,614					11,341,614
Convertible notes due	$ 6,231,250					$ 6,231,250

- 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

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
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-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
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-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
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-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
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-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

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

- 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

8. STOCK OPTIONS AND WARRANTS (Details) - USD ($)	12 Months Ended
8. STOCK OPTIONS AND WARRANTS (Details) - USD ($)	Dec. 31, 2012	Dec. 31, 2011
Shares Under Option
Outstanding beginning balance	9,275,000	1,150,000
Granted		8,125,000
Outstanding ending balance		9,275,000
Weighted Average Exercise Price
Outstanding beginning balance	$ 1.09	$ 0.03
Granted		1.23
Outstanding ending balance		$ 1.09
Outstanding beginning balance		6 years 3 months 18 days
Exercisable ending balance		8 years 6 months
Aggregate Intrinsic Value
Outstanding beginning balance		$ 1,401,563
Option [Member]
Shares Under Option
Outstanding beginning balance	9,275,000
Granted	300,000
Expired	(200,000)
Outstanding ending balance	9,375,000	9,275,000
Exercisable ending balance	5,515,830
Weighted Average Exercise Price
Outstanding beginning balance	$ 1.09
Granted	1.04
Expired	0.92
Outstanding ending balance	1.07	$ 1.09
Exercisable ending balance	$ 1.06
Outstanding beginning balance	8 years 6 months
Outstanding ending balance	7 years 8 months 12 days
Exercisable ending balance	7 years 2 months 12 days
Aggregate Intrinsic Value
Outstanding beginning balance	$ 1,114,063
Outstanding ending balance	217,063	$ 1,114,063
Exercisable ending balance	$ 142,223

8. STOCK OPTIONS AND WARRANTS (Details 1) - USD ($)	12 Months Ended
8. STOCK OPTIONS AND WARRANTS (Details 1) - USD ($)	Dec. 31, 2012	Dec. 31, 2011
Shares Under Warrants
Outstanding beginning balance	9,275,000	1,150,000
Outstanding ending balance		9,275,000
Weighted Average Exercise Price
Outstanding beginning balance	$ 1.09	$ 0.03
Outstanding ending balance		$ 1.09
Outstanding ending balance		6 years 3 months 18 days
Aggregate Intrinsic Value
Outstanding beginning balance		$ 1,401,563
Warrant [Member]
Shares Under Warrants
Outstanding beginning balance	9,680,022	1,050,022
Issued	1,193,396	8,630,000
Outstanding ending balance	10,873,418	9,680,022
Weighted Average Exercise Price
Outstanding beginning balance	$ 1.22	$ 1.00
Issued	1.25	1.34
Outstanding ending balance	$ 1.23	$ 1.22
Outstanding beginning balance	4 years 6 months	4 years 8 months 12 days
Outstanding ending balance	3 years 6 months	4 years 6 months
Aggregate Intrinsic Value
Outstanding beginning balance		$ 262,506

9. DERIVATIVE LIABILITIES (Details) - USD ($)	12 Months Ended
9. DERIVATIVE LIABILITIES (Details) - USD ($)	Dec. 31, 2012	Dec. 31, 2011
Risk-free interest rate	0.87%	0.46%
Expected volatility	129.00%	86.20%
Expected life	5 years	4 years 5 months 14 days
Expected dividend yield	0.00%	0.00%
Fair value of conversion feature		$ 177,258
Fair value of warrants	697,354	7,760,535
Warrant [Member]
Total fair value	$ 697,354	$ 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