U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, ~~2013~~2015

o Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ____________ to ______________

For the Period Ended March 31, ~~2013~~2015

Commission file number 000-27727

SAVICORP

(Exact name of small business issuer as specified in its charter)

Nevada	91-1766174
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2530 S. Birch Street

Santa Ana, California

92707

(877) 611-7284

(Address of principal executive office)

(Postal Code)

(Issuer's telephone number)

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

Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

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

Yes ¨ No x Delinquent filers are disclosed herein.

As of June ~~12,~~22, 2015 there were ~~5,994,510,962shares~~6,280,561,383shares of issuer’s common stock outstanding.

SAVI MEDIA GROUP, INC.

Quarterly Report on Form 10-Q for the

Quarterly Period Ending March 31, ~~2013~~2015

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Unaudited Condensed Financial Statements

Balance Sheets:
March 31, ~~2013~~2015 and December 31, ~~2012~~2014	2

Statements of Operations:
For the three months ended March 31, ~~2013~~2015 and ~~2012~~2014	3

Statement of Stockholders’ ~~Deficit:~~ Deficit
For the period from December 31, ~~2011~~2013 to March 31, ~~2013~~2015	4

Statements of Cash Flows:
For the three months ended March 31, ~~2013~~2015 and ~~2012~~2014	5

Notes to Unaudited Financial Statements	6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3. Controls and Procedures	2324

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	24

Item 2. Changes in Securities	25

Item 3. Defaults Upon Senior Securities	25

Item 4. Submission of Matters to a Vote of Security Holders	25

Item 5. Other Information	25

Item 6. Exhibits	25

SIGNATURES	26

PART I. FINANCIAL INFORMATION

~~SaviCorp~~

SaviCorp

BALANCE SHEETS

March 31, ~~2013~~2015 and December 31, ~~2012~~2014

March 31, 2013 December 31, 2012
ASSETS (unaudited)

Current assets:
Cash and cash equivalents $ 19,957 $ 10,839
Accounts Receivable 4,359 261
Inventory 84,998 100,147
Prepaid expenses 54,614 76,422
Total current assets: 163,928 187,669

Long term assets:
Net fixed assets 13,737 14,785

Total assets $ 177,665 $ 202,454

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Convertible debt, net of unamortized discount of $0 and $0, in default $ 526,440 $ 526,440
Related party convertible debt, net of unamortized discount of $0 and $0, in default 204,302 204,302
Notes payable, in default 10,778 10,778
Notes payable, related party, in default 15,000 15,000
Accounts payable and accrued liabilities 1,852,765 1,965,634
Related party accounts payable 217,727 244,945
Accounts payable assumed in recapitalization 159,295 159,295
Settlements payable 1,101,177 1,580,252
Rescission Liability 362,325 2,183,544
Derivative liabilities - embedded derivatives 6,117,700 1,198,628
Derivative liabilities - warrants 1,847,765 321,680
Total current liabilities 12,415,274 8,410,498

Long term liabilities:
Convertible debt, net of unamortized discount of $0 and $0 42,988 36,003

Total liabilities $ 12,458,262 $ 8,446,501

Commitments and contingencies — —

Stockholders' deficit:
Series A convertible preferred stock; $0.001 par value, 10,000,000 shares authorized, 4,813,477 and 5,953,233 issued and outstanding at March 31, 2013 and December 31, 2012, respectively 4,813 5,953
Series B convertible preferred stock; $0.001 par value, 10,000,000 shares authorized, none issued and outstanding — —
Series C convertible preferred stock; $0.001 par value, 10,000,000 shares authorized, 5,107,197 and 4,409,609 issued and outstanding at March 31, 2013 and December 31, 2012, respectively 5,107 4,409
Common stock: $0.001 par value, 6,000,000,000 shares authorized, 5,388,169,313 and 4,756,016,619 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively 5,388,169 4,756,017
Stock payable 1,972,151 1,406,768
Additional paid-in capital 269,742,580 269,428,248
Accumulated deficit (289,393,417 ) (283,845,442 )

Total stockholders' deficit (12,280,597 ) (8,244,047 )

Total liabilities and stockholders' deficit $ 177,665 $ 202,454

	March 31, 2015			December 31, 2014
ASSETS	(unaudited)

Current assets:
Cash and cash equivalents	$	23,863		$	32,373
Inventory		240,215			249,593
Prepaid expenses		9,168			27,833
Total current assets:		273,246			309,799

Long term assets:
Net fixed assets		18,517			21,194

Total assets	$	291,763		$	330,993

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Convertible debt, net of unamortized discount of $0 and $0, in default	$	511,440		$	511,440
Related party convertible debt, net of unamortized discount of $0 and $0, in default		204,302			204,302
Notes payable, net of unamortized discount of $2,390 and $2,460, $29,217 and $30,533 in default		101,483			99,914
Notes payable, related party, in default		15,000			15,000
Accounts payable and accrued liabilities		3,140,977			2,976,798
Accounts payable assumed in recapitalization		159,295			159,295
Settlements payable		1,101,179			1,101,179
Rescission Liability		489,349			444,833
Derivative liabilities - embedded derivatives		9,351,764			8,788,254
Derivative liabilities - warrants		1,787,236			250,807
Total current liabilities		16,862,025			14,551,822

Commitments and contingencies		–			–

Stockholders' deficit:
Series A convertible preferred stock; $0.001 par value, 28,000,000 shares authorized, 27,760,143 and 27,880,143 issued and outstanding at March 31, 2015 and December 31, 2014, respectively		27,760			27,880
Series B convertible preferred stock; $0.001 par value, 1,000,000 shares authorized, 411,709 and 274,602 issued and outstanding at March 31, 2015 and December 31, 2014, respectively		412			275
Series C convertible preferred stock; $0.001 par value, 10,000,000 shares authorized, 8,453,197 and 8,455,697 issued and outstanding at March 31, 2015 and December 31, 2014, respectively		8,453			8,456
Common stock: $0.001 par value, 6,000,000,000 shares authorized, 5,994,510,958 and 5,982,260,958 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively		5,994,511			5,982,261
Stock payable		1,420,384			1,420,384
Subscription Receivable		(135,000	)		–
Additional paid-in capital		279,301,675			278,640,939
Accumulated deficit		(303,188,457	)		(300,301,024	)

Total stockholders' deficit		(16,570,262	)		(14,220,829	)

Total liabilities and stockholders' deficit	$	291,763		$	330,993

The accompanying notes are an integral part of the unaudited financial statements

~~SaviCorp~~

SaviCorp

STATEMENTS OF OPERATIONS

For the 3 Months Ended March 31, ~~2013~~2015 and ~~2012~~2014

(unaudited)

March 31, 2013 March 31, 2012

Revenue $ 23,571 $ 12,716

Cost of Goods Sold 16,489 9,511

Gross Profit 7,082 3,205

Operating costs and expenses:
General and administrative expenses $ 1,382,749 $ 2,705,394

Loss from operations $ (1,375,667 ) $ (2,702,189 )

Other income and (expenses):
Gain/(loss) on debt settlement — (928,000 )
(Loss) on legal settlement 479,075 (1,580,252 )
Change in fair value of financial instruments (6,445,157 ) 2,376,824
Change in fair value of rescission liability 1,821,219 (28,847 )
Interest expense (27,445 ) (23,702 )

Total other income and (expenses), net (4,172,308 ) (183,977 )

Net profit (loss) $ (5,547,975 ) $ (2,886,166 )

Weighted average shares outstanding 5,215,468,982 3,847,042,582
Weighted average shares outstanding-diluted 5,215,468,982 3,847,042,582

Net profit (loss) per common share - basic $ (0.00 ) $ (0.00 )
Net profit (loss) per common share - diluted $ (0.00 ) $ (0.00 )

	March 31, 2015			March 31, 2014

Revenue	$	5,047		$	3,541

Cost of Goods Sold		8,691			3,255

Gross Profit (Loss)		(3,644	)		286

Operating costs and expenses:
General and administrative expenses	$	711,106		$	828,131

Loss from operations	$	(714,750	)	$	(827,845	)

Other income and (expenses):
Change in fair value of financial instruments		(2,099,940	)		(820,913	)
Change in fair value of rescission liability		(44,516	)		40,299
Interest expense		(28,227	)		(17,077	)

Total other income and (expenses), net		(2,172,683	)		(797,691	)

Net loss	$	(2,887,433	)	$	(1,625,536	)

Weighted average shares outstanding		5,982,291,518			5,958,358,783
Weighted average shares outstanding - diluted		5,982,291,518			5,958,358,783

Net loss per common share - basic	$	(0.00	)	$	(0.00	)
Net loss per common share - diluted	$	(0.00	)	$	(0.00	)

The accompanying notes are an integral part of the unaudited financial statements

SaviCorp

STATEMENT OF STOCKHOLDERS' DEFICIT

For the Period From December 31, ~~2011~~2013 to March 31, ~~2013~~2015

Additional
Preferred Stock A Preferred Stock C Common Stock Paid-In Stock Accumulated
Shares Amount Shares Amount Shares Amount Capital Payable Deficit Total
Balance at December 31, 2011 6,312,733 $ 6,313 6,014,942 $ 6,015 3,598,834,936 $ 3,598,835 $ 264,112,848 $ 1,981,768 $ (288,529,219 ) $ (18,823,440 )

Common stock issued in exchange for consulting services and employee compensation – – – – 414,343,445 414,344 2,826,695 – – 3,241,039

Stock Options issued for consulting services – – – – – – 770 – – 770

Common and preferred stock issued for cash under Regulation D offering – – 100,000 100 344,355,238 344,355 327,045 – – 671,500

Conversion of Preferred A to common (359,500 ) (360 ) – – 35,950,000 35,950 (35,590 ) – – –

Conversion of Preferred C to common – – (1,705,333 ) (1,706 ) 170,533,000 170,533 (168,827 ) – – –

Conversion of debt for common – – – – 142,000,000 142,000 1,813,407 – – 1,955,407

Imputed interest on related party debt – – – – – – 26,900 – – 26,900

Common stock repaid by Company – – – – 50,000,000 50,000 525,000 (575,000 ) – –

Net income – – – – – – – – 4,683,776 4,683,776

Balance at December 31, 2012 5,953,233 $ 5,953 4,409,609 $ 4,409 4,756,016,619 $ 4,756,017 $ 269,428,248 $ 1,406,768 $ (283,845,442 ) $ (8,244,047 )

Common and preferred stock issued in exchange for consulting services and employee compensation 1,351,667 1,351 – – 637,000,000 637,000 669,684 – – 1,308,035

Common and preferred stock issued for cash under Regulation D offering 1,000,000 1,000 900,000 900 191,252,694 191,252 5,446 – – 198,598

Imputed interest on related party debt – – – – – – 5,792 – – 5,792

Stock bought back from investors – – – – (100,000 ) (100 ) (900 ) – – (1,000 )

Common and preferred stock loaned to Company (3,491,423 ) (3,491 ) (202,412 ) (202 ) (196,000,000 ) (196,000 ) (365,690 ) 565,383 – –

Net income – – – – – – – – (5,547,975 ) (5,547,975 )

Balance at March 31, 2013 (unaudited) 4,813,477 $ 4,813 5,107,197 $ 5,107 5,388,169,313 $ 5,388,169 $ 269,742,580 $ 1,972,151 $ (289,393,417 ) $ (12,280,597 )

~~The accompanying notes are an integral part of the unaudited financial statements~~

~~SaviCorp~~

~~STATEMENTS OF CASH FLOWS~~

~~For the Periods Ended March 31, 2013 and 2012~~

~~(unaudited)~~

For the three months ended:
March 31, 2013 March 31, 2012
Cash flows from operating activities:
Net profit (loss) $ (5,547,975 ) $ (2,886,166 )
Adjustments to reconcile net income to net loss to net cash used by operating activities:
Compensatory common, preferred stock and warrant issuances 1,308,034 2,427,390
Imputed interest 5,792 7,416
Interest expense recognized on issuance and through accretion of discount on debt 6,985 –
Change in fair value of derivatives 6,445,157 (2,376,824 )
Change in fair value of rescission and legal liability (2,300,294 ) 28,847
(Gain) Loss on extinguishment of debt – 928,000
(Gain) Loss on legal settlement – 1,580,252
Depreciation expense 1,048 –
Changes in operating assets and liabilities:
Changes in accounts receivable (4,098 ) (4,839 )
Changes in inventory 15,149 10,098
Changes in pre-paid assets 21,808 (119,525 )
Changes in related party accounts payable (27,218 ) (32,027 )
Changes in accounts payable and accrued liabilities (82,868 ) 26,408
Net cash used by operating activities (158,480 ) (410,970 )

Cash flows from investing activities:
Acquisition of equipment – (7,146 )
Net cash used in investing activities – (7,146 )

Cash flows from financing activities:
Proceeds(net payments) from(on) notes payable (30,000 ) 80,000
Stock purchases (1,000 ) –
Proceeds from sale of common and preferred stock 198,598 349,700
Net cash provided by financing activities 167,598 429,700
Net increase in cash and cash equivalents 9,118 11,584
Cash and cash equivalents at beginning of period 10,839 427
Cash and cash equivalents at end of period 19,957 12,011

	Preferred Stock A						Preferred Stock B				Preferred Stock C						Common Stock						Additional Paid-In			Subscription			Stock		Accumulated
	Shares			Amount			Shares		Amount		Shares			Amount			Shares			Amount			Capital			Receivable			Payable		Deficit			Total
Balance at December 31, 2013		12,963,477		$	12,963			–	$	–		8,755,697		$	8,756			5,970,327,669		$	5,970,328		$	273,114,451		$	–		$	1,420,384	$	(290,806,761	)	$	(10,279,879	)

Common stock issued in exchange for consulting services and employee compensation		1,700,000			1,700			94,950		95		–			–			500,000			500			3,493,855			–			–		–			3,496,150

Common and preferred stock issued for cash under Regulation D offering		12,301,666			12,302			159,846		160		–			–			–			–			1,257,038			–			–		–			1,269,500

Conversion of common to Preferred A		700,000			700			–		–		–			–			(70,000,000	)		(70,000	)		69,300			–			–		–			–

Shares issued with debt		215,000			215			–		–		–			–			–			–			60,135			–			–		–			60,350

Imputed interest on related party debt		–			–			–		–		–			–			–			–			3,409			–			–		–			3,409

Stock issued upon exercise of warrants		–			–			–		–		–			–			71,433,289			71,433			93,128						–		–			164,561

Stock bought back from shareholders		–			–			–		–		–			–			(20,000,000	)		(20,000	)		3,000			–			–		–			(17,000	)

Tainted warrants and convertible debt issued		–			–			–		–		–			–			–			–			(330,112	)					–		–			(330,112	)

Conversion of Preferred C to common		–			–			–		–		(300,000	)		(300	)		30,000,000			30,000			(29,700	)					–		–			–

Conversion of debt for Preferred B		–			–			19,806		20		–			–			–			–			906,435						–		–			906,455

Net income		–			–			–		–		–			–			–			–			–			–			–		(9,494,263	)		(9,494,263	)

Balance at December 31, 2014		27,880,143		$	27,880			274,602	$	275		8,455,697		$	8,456			5,982,260,958		$	5,982,261			278,640,939		$	–		$	1,420,384		(300,301,024	)	$	(14,220,829	)

Common and preferred stock issued in exchange for consulting services and employee compensation		–			–			3,750		4		–			–			–			–			137,996			–			–		–			138,000

Common and preferred stock issued for cash under Regulation D offering		–			–			133,357		133		–			–			–			–			534,867			(135,000	)		–		–			400,000

Conversion of Preferred A and C to common		(120,000	)		(120	)		–		–		(2,500	)		(3	)		12,250,000			12,250			(12,127	)					–		–			–

Net income		–			–			–		–		–			–			–			–			–			–			–		(2,887,433	)		(2,887,433	)

Balance at March 31, 2015 (unaudited)		27,760,143		$	27,760			411,709	$	412		8,453,197		$	8,453			5,994,510,958		$	5,994,511		$	279,301,675		$	(135,000	)	$	1,420,384	$	(303,188,457	)	$	(16,570,262	)

The accompanying notes are an integral part of the unaudited financial statements

SaviCorp

STATEMENTS OF CASH FLOWS

For the Periods Ended March 31, 2015 and 2014

(unaudited)

	For the three months ended:
	March 31, 2015			March 31, 2014
Cash flows from operating activities:
Net profit (loss)		(2,887,433	)		(1,625,536	)
Adjustments to reconcile net loss to net cash used by operating activities:
Compensatory common, preferred stock and warrant issuances		138,000			406,050
Interest expense recognized on issuance and through accretion of discount on debt		70			128
Change in fair value of derivatives		2,099,939			820,913
Change in fair value of rescission and legal liability		44,516			(40,299	)
Depreciation expense		2,677			2,198
Changes in operating assets and liabilities:
Changes in accounts receivable		–			340
Changes in inventory		9,378			7,218
Changes in pre-paid assets		18,665			18,333
Changes in accounts payable and accrued liabilities		164,179			92,021
Net cash used by operating activities		(410,009	)		(318,634	)
Cash flows from investing activities:
Net cash used in investing activities		–			–
Cash flows from financing activities:
Proceeds from notes payable		1,499			10,000
Proceeds from sale of common and preferred stock		400,000			255,000
Net cash provided by financing activities		401,499			265,000
Net decrease in cash and cash equivalents		(8,510	)		(53,634	)
Cash and cash equivalents at beginning of period		32,373			60,612
Cash and cash equivalents at end of period		23,863			6,978

The accompanying notes are an integral part of the unaudited financial statements

SAVICORP

NOTES TO FINANCIAL STATEMENTS

For the Three Months Ended March 31, ~~2013~~2015 and March 31, ~~2012~~2014 (unaudited)

1.	Organization and Significant Accounting Policies

SaviCorp (the "Company") is a Nevada Corporation that has acquired rights to "blow-by gas and crankcase engine emission reduction technology" which it intends to develop and market on a commercial basis. The technology is a relatively simple gasoline and diesel engine emission reduction device that the Company intends to sell to its customers for effective and efficient emission reduction and engine efficiency for implementation in both new and presently operating automobiles. The Company is considered a development stage enterprise because it currently has no significant operations, has not yet generated revenue from new business activities and is devoting substantially all of its efforts to business planning and the search for sources of capital to fund its efforts.

The Company was originally incorporated as Energy Resource Management, Inc. on August 13, 2002 and subsequently adopted name changes to Redwood Energy Group, Inc. and Savi Media Group, Inc., upon completion of a recapitalization on August 26, 2002. The re-capitalization occurred when the Company acquired the non-operating public shell of Gene-Cell, Inc. Gene-Cell Inc. had no significant assets or operations at the date of acquisition and the Company assumed all liabilities that remained from its prior discontinued operation as a biopharmaceutical research company. The historical financial statements presented herein are those of Savi Media Group, Inc. and its predecessors, Redwood Energy Group, Inc. and Energy Resource Management, Inc.

The non-operating public shell used to recapitalize the Company was originally incorporated as Becniel in 1986 and subsequently adopted name changes to Tzaar Corporation, Gene-Cell, Inc., Redwood Energy Group, Inc., Redwood Entertainment Group, Inc., Savi Media Group, Inc., and finally its current name SaviCorp.

Significant 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 dates of the financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from estimates making it reasonably possible that a change in the estimates could occur in the near term.

Cash and Cash Equivalents

The Company considers all highly liquid short-term investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company had cash equivalents of ~~$19,957~~$23,863 as of March 31, ~~2013~~2015 and ~~$10,839~~$32,373 as of December 31, ~~2012.~~2014.

Concentration of Credit Risk

Cash and cash equivalents are the primary financial instruments that subject the Company to concentrations of credit risk. The Company maintains its cash deposits with major financial institutions selected based upon management’s assessment of the financial stability. Balances periodically exceed the $100,000 federal depository insurance limit; however, the Company has not experienced any losses on deposits.

Inventory

Inventories are stated at the lower of cost, computed using the first-in, first-out method, or market. If the cost of the inventories exceeds their market value, provisions are made currently for the difference between the cost and the market value.

Furniture and Equipment

Furniture and equipment is recorded at cost. The cost and related accumulated depreciation of assets sold, retired or otherwise disposed of are removed from the respective accounts, and any resulting gains or losses are included in the results of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Repairs and maintenance costs are expensed as incurred.

Income Taxes

The Company uses the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary differences between the tax basis of assets and liabilities and their financial amounts at year-end. The Company provides a valuation allowance to reduce deferred tax assets to their net realizable value.

Stock-Based Compensation

The Company adopted FASB guidance on stock based compensation on January 1, 2006. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. Stock and stock options issued for services and compensation totaled ~~$1,308,035~~$138,000 and ~~$2,427,390~~$406,050 for the periods ended March 31, ~~2013~~2015 and March 31, ~~2012,~~2014, respectively.

Valuation of Derivatives

The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Notes), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

The derivative liabilities result in a reduction of the initial carrying amount (as unamortized discount) of the Convertible Notes. This derivative liability is marked-to-market each quarter with the change in fair value recorded in the income statement. Unamortized discount is amortized to interest expense using the effective interest method over the life of the Convertible Note. If the Note is converted or the warrants are exercised, the derivative liability is released and recorded as additional paid in capital.

Profit/Loss Per Share

Basic and diluted net profit or loss per share is computed on the basis of the weighted average number of shares of common stock outstanding during each period. See Note 11 for a discussion of potentially dilutive instruments.

Fair Value of Financial Instruments

The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made.

New Accounting Pronouncements

Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period

In ~~July 2012,~~June 2014, the ~~Financial Accounting Standards Board (FASB)~~FASB issued ~~Accounting Standards Update (ASU) 2012-02, “Intangibles - Goodwill~~an accounting standard which provides new guidance that requires share-based compensation to meet a specific performance target to be achieved in order for employees to become eligible to vest in the awards and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permitsthat could be achieved after an ~~entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired~~employee completes the requisite service period be treated as a ~~basis~~performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for ~~determining whether it~~which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is ~~necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are~~achieved. This new guidance is effective ~~for annual and interim impairment tests performed~~ for fiscal years and interim periods within those years beginning after ~~September~~December 15, ~~2012.~~2015. Early adoption is ~~permitted, including for annual and interim impairment tests performed~~permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of ~~a date before July 27, 2012, if a public entity’s~~the beginning of the earliest annual period presented in the financial statements ~~for the most recent annual~~and to all new or ~~interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance.~~modified awards thereafter. The adoption of ASU ~~2012-02~~2014-12 is not expected to have a material impact on our financial position or results of operations.

Pushdown Accounting

In ~~August 2012,~~November 2014, the FASB issued ~~ASU 2012-03, “Technical Amendments and Corrections~~guidance to ~~SEC Sections: Amendments~~provide an acquired entity with an option to ~~SEC Paragraphs Pursuant~~apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. After the effective date, an acquired entity can make an election to ~~SEC Staff Accounting Bulletin (SAB) No. 114. , Technical Amendments Pursuant~~apply the guidance to ~~SEC Release No. 33-9250, and Corrections Related~~future change-in-control events or to ~~FASB Accounting Standards~~its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The amendments in this Update ~~2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114.~~are effective on November 18, 2014. The adoption of ASU ~~2012-03 is not expected to have a material impact on our financial position or results of operations.~~

In October 2012, the FASB issued ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification.

These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-042014-17 is not expected to have a material impact on our financial position or results of operations.

We have adopted recently issued accounting pronouncements and have determined that they have no material effect on our financial position, results of operations, or cash flow. We do not expect any recently issued but not yet adopted accounting pronouncements to have a material effect on our financial position, results of operations or cash flow.

2.	Going Concern Considerations

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. In ~~2013,~~2014 and 2015, the Company had limited operations and resources. At March 31, ~~2013,~~2015, the Company is in a negative working capital position of ~~$12,251,346~~$16,588,779 and has a stockholders' deficit of ~~$12,280,597.~~$16,570,262. Additionally, as of March 31, ~~2013~~2015 the Company faced substantial challenges to future success as follows:

The Company is delinquent on critical liabilities such as payments to key consultants.

Such matters raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustment that might result from the outcome of this uncertainty.

The goals of the Company will require a significant amount of capital and there can be no assurances that the Company will be able to raise adequate short-term capital to sustain its current operations in the development stage, or that the Company can raise adequate long-term capital from private placement of its common stock or private debt to emerge from the development stage. There can also be no assurances that the Company will ever attain profitability. The Company's long-term viability as a going concern is dependent upon certain key factors, including:

The Company's ability to obtain adequate sources of funding to sustain it during its growth stage.

The ability of the Company to successfully produce and market its gasoline and diesel engine emission reduction device in a manner that will allow it to ultimately achieve adequate profitability and positive cash flows to sustain its operations.

In order to address its ability to continue as a going concern, implement its business plan and fulfill commitments made in connection with its agreement for acquisition of patent rights, the Company hopes to raise additional capital from sale of its common stock. Sources of funding may not be available on terms that are acceptable to the Company and its stockholders, or may include terms that will result in substantial dilution to existing stockholders.

3.	Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilitiesat March 31, ~~2013~~2015 and December 31, ~~2012,~~2014, consisted of the following:

	March 31, 2013		December 31, 2012		March 31, 2015		December 31, 2014

Trade accounts payable	$	681,288	$	526,760	$	1,231,264	$	1,110,576
Accrued wages payable		1,089,617		1,230,227		1,569,434		1,541,309
Accrued interest expense		81,860		208,647		340,279		324,913

	$	1,852,765	$	1,965,634	$	3,140,977	$	2,976,798

4.	Accounts Payable and Accrued Liabilities – Related Party

The $15,000 amount due at December 31, ~~2012~~2014 and March 31, ~~2013~~2015 consist of $10,000 to Serge Monros and $5,000 to Greg Sweeney for payments made on behalf of the Company related to the Herrera Settlement.

5.	Accounts Payable Assumed in Recapitalization

Accounts payable assumed in recapitalization, represents the liabilities of the public shell, at the time, Gene-Cell, Inc. that the Company assumed as part of the recapitalization. This balance is comprised of liabilities for legal fees and trade payables incurred by Gene-Cell, Inc. (See Note 1).

6.	Settlement Payable

The Company received a letter dated June 7, 2013 with a Civil Complaint titled Arnold Lamarr Weese, et al v. SaviCorp filed in the Northern District of West Virginia. In addition to SaviCorp, Serge Monros and Craig Waldrop are being sued individually. Settlement discussions failed and Plaintiff's counsel began service of Process. The Company and Mr. Monros have hired Shustak and Partners to defend the claim. The defendants sued for breach of contract, fraud, vicarious liability, and unlawful sale by an unregistered broker. The lawsuit attempted to hold the Company and Mr. Monros responsible for alleged improprieties of Waldrop. The Company finalized a negotiated settlement and received court approval on April 7, 2015. The Company has recorded a ~~$1,101,177~~$1,101,179 liability based on the settlement agreement. This consists of $100,000 cash payment for legal fees paid over a period of five months and net common shares to be issued of 296,050,421 valued at ~~$1,001,177.~~$1,001,179. The lawsuit has been settled and dismissed.

7.	Rescission Liability

The Company received a letter from the Securities and Exchange Commission, Los Angeles Regional Office, dated May 9, 2011. The letter informed us that the SEC had entered into a “formal order of investigation” into “Savi Media Group, Inc.” The letter included a “Subpoena DucesTecum,” meaning the Company was given a prescribed period of time to produce all requested documents and information contained in the subpoena. An index of the source of all such produced information and an authentication declaration were also to be supplied. The stated purpose of the investigation is a fact-finding inquiry to assist the SEC staff in determining if the Company has violated federal securities laws. The SEC states there is no implication of negativity or guilt at this stage of the investigation.

The Company initially hired the Los Angeles law firm of Troy Gould to represent us in the matter of this investigation. As of the date of this filing, the Company believes it has provided all requested material to the SEC. Updates on the investigation will be supplied by supplemental filings hereto.

Status of prior private investments; $0 in 2007 (although HDV sold $13,000 of its shares), $0 in 2008 (although HDV sold $445,750 of its shares), $0 in 2009 (although HDV sold $448,000 of its shares), $910,742 in 2010, $1,827,543 in 2011, and $629,500 in the first three quarters of 2012. There is concern that these private placement securities sales were not made in compliance with applicable law (lack of material disclosure and/or failure to file securities sales notices as required by federal law) and the Company may need to offer rescission rights to the investors.

In 2006, the Company issued shares for services valued at $611,768. There were issued shares for services valued at $1,416,060 in 2007; shares for services valued at $14,625 in 2008, shares for services valued at $380,500 in 2009, shares for services valued at $236,920 in 2010, shares for services valued at $3,370,273 in 2011, and shares for services valued at $3,165,039 during the first 3 quarters of 2012. We have no plans to offer rescission for these share issuances.

We offered rescission to many of the 2011 investors in late 2011 (“2011 rescission offer”). The legal sustainability of these rescission offers is also being looked at by Counsel. The results of our rescission offers, in terms of rescission offers accepted by shareholders, were very encouraging. We had five rescissions offers accepted and refunded $14,000 plus interest.

Generally, we believe we have good relationships with our shareholders. Our plan is to offer rescission to most shareholders obtaining privately offered shares from us since January 1, 2007 through 2011. The Company has pledged to use our best efforts, in good faith, to honor any accepted rescission offer. However, there is no assurance that rescission offer acceptances will not have a material effect on our finances or that we will be able to re-pay those electing to rescind in a complete and timely manner. As of the date hereof, the Company has postponed their plans to offer rescission to earlier purchasing shareholders, deeming it advisable to wait until the common stock price increases and they have more operating cash available to pay for the cost of undertaking this endeavor. The Company has booked a liability to account for this rescission liability and marks the liability to market on a quarterly basis. The rescission liability as of March 31, ~~2013~~2015 is ~~$362,325.~~$489,349.

8.	Derivatives

In connection with the sale of debt or equity instruments, the Company may sell options or warrants to purchase our common stock. In certain circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. ~~Additionvally,~~Additionally, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

The Company's derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For options, warrants and bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option.

The following table summarizes the convertible debt and warrant liabilities derivative activity for the period December 31, ~~2011~~2013 to March 31, ~~2013:~~2015:

Description	Convertible Notes			Warrant Liabilities			Total			Convertible Notes			Warrant Liabilities			Total
Fair value at December 31, 2011	$	10,189,518		$	6,041,518		$	16,231,036
Change in Fair Value due to Settlement/Issuance		71,024			–			71,024
Fair value at December 31, 2013										$	3,848,923		$	1,382,612		$	5,231,535
Change due to Issuances											79,623			265,489			345,112
Change due to Exercise/Conversion		(885,407	)		–			(885,407	)		(385,035	)		(164,561	)		(549,596	)
Change in Fair Value		(8,176,507	)		(5,719,838	)		(13,896,345	)		5,244,743			(1,232,733	)		4,012,010
Fair value at December 31, 2012	$	1,198,628		$	321,680		$	1,520,308
Fair value at December 31, 2014										$	8,788,254		$	250,807		$	9,039,061
Change due to Issuances											–			1,512,818			1,512,818
Change in Fair Value		4,919,072			1,526,085			6,445,157			563,510			23,611			587,121
Fair value at March 31, 2013	$	6,117,700		$	1,847,765		$	7,965,465
Fair value at March 31, 2015										$	9,351,764		$	1,787,236		$	11,139,000

For the periods ended March 31, ~~2013~~2015 and March 31, ~~2012,~~2014, net derivative ~~gain (loss)~~loss was ~~$(6,445,157)~~$2,099,940 and ~~$2,376,824~~$820,913 respectively.

The lattice methodology was used to value the convertible notes and warrants issued, with the following assumptions.

Assumptions	March 31, 2013		December 31, 2012		March 31, 2015			December 31, 2014
Dividend yield		0.00%		0.00%		0.00	%		0.00	%
Risk-free rate for term		0.14-0.25%		.16%-0.25%		0.14-0.56	%		0.25%-0.67	%
Volatility		176%		152%		154	%		151	%
Maturity dates		1.33-2.29 years		0.0-2.54 years		0.74-2.41 years			0.99-2.41 years
Stock Price		0.0042		0.0010		0.0036			0.0038

The Cornell warrants issued on July 24, 2011 (initial 25,000,000 warrants with an exercise price of $0.0119 and an expiration date of July 10, 2014 reset to 595,000,000 warrants at ~~$0.0005) had a term remaining of 1.31 years at March 31, 2013. The exercise price was reset~~$0.0005 and again on January 30, 2013 to $0.0003 and the number of warrants increased to ~~991,666,667.~~991,666,667). During the period ending March 31, 2014, Cornell exercised 80,362,450 warrants on a cashless basis and were issued 71,433,289 shares. The remaining warrants expired on July 24, 2014. The HDV and DSE convertible notes matured on April 1, 2010 and are in default as of December 31, ~~2012~~2014 and March 31, ~~2013.~~2015.

During the period ending March 31, 2015, the Company issued 666,070,000 warrants to investors as part of their private placement. The warrants have an exercise price of $0.0004 and terms ranging from 4 months to one year. The warrants are treated as tainted derivative liabilities since the Company has insufficient common stock to share settle the warrants. The fair value of the derivative liability related to these warrants at issuance was valued at $1,512,818 was expensed as a change in fair value and booked as a derivative liability on the balance sheet.

9.	Convertible Debt

DS Enterprises:

On December 15, 2009, the Company converted accounts payable due to DS Enterprises, Inc. into a convertible promissory note. The note bears interest at 8%, matured on April 15, 2010, and converts into common shares at the conversion rate of $0.003 (reset to ~~$0.0005)~~$0.000206) subject to anti-dilution protection. This note was in default as of March 31, ~~2013~~2015 due to lack of payment upon maturity.

Gross accounts payable converted	$	526,094
Plus accrued interest		71,346
Net due	$	597,440

Following is an analysis of convertible debt due DS Enterprises at March 31, ~~2013~~2015 and December 31, ~~2012:~~2014:

	March 31, 2013		December 31, 2012		March 31, 2015		December 31, 2014

Contractual balance, in default	$	526,440	$	526,440	$	511,440	$	511,440
Less unamortized discount		–		–		–		–

Convertible debt	$	526,440	$	526,440	$	511,440	$	511,440

This note is considered a derivative instrument due to the anti-dilution protection related to the conversion feature. The Company recorded a derivative liability upon issuance on December 15, 2009 which resulted in the note discount ($597,440 at issuance) and a loss on modification recorded as interest expense in the amount of $344,157. The Company also recorded $79,945 in interest expense upon the conversion of accounts payable to notes payable.

~~During 2012, $62,000 of principal was converted to 62,000,000 shares of common stock.~~

His Divine Vehicle - Related Party:

On December 15, 2009, the Company converted $204,302 of accounts payable due to His Divine Vehicle, Inc. into a convertible promissory note. The note bears interest at 8%, matured on April 15, 2010, and converts into common shares at the conversion rate of $0.003 (reset to ~~$0.0005)~~$0.000206) subject to anti-dilution protection. This note was in default as of March 31, ~~2013~~2015 due to lack of payment upon maturity.

Following is an analysis of convertible debt - related party at March 31, ~~2013~~2015 and December 31, ~~2012:~~2014:

	March 31, 2013		December 31, 2012		March 31, 2015		December 31, 2014

Contractual balance, in default	$	204,302	$	204,302	$	204,302	$	204,302
Less unamortized discount		–		–		–		–

Convertible debt	$	204,302	$	204,302	$	204,302	$	204,302

This note is considered a derivative instrument due to the anti-dilution protection related to the conversion feature. The Company recorded a derivative liability upon issuance which resulted in the note discount ($204,302 at issuance) and a loss on modification recorded as interest expense in the amount of $131,967 in 2009.

Steve Botkin:

On July 17, 2012, the Company entered into a convertible promissory note with Steve Botkin. The note bears interest at 12%, matures on July 17, 2015 and converts into common shares at the conversion rate of 80% of market. On August 9, 2012, the Company entered into a convertible promissory note with Steve Botkin. The note bears interest at 12%, matures on August 9, 2015 and converts into common shares at the conversion rate of 80% of market.

Following is an analysis of convertible debt due Steve Botkin at March 31, ~~2013~~2015 and December 31, ~~2012:~~2014:

	March 31, 2013			December 31, 2012
							March 31, 2015		December 31, 2014
Contractual balance	$	104,000		$	104,000		$	–	$	–
Less unamortized discount		(61,012	)		(67,997	)		–		–

Convertible debt	$	42,988		$	36,003		$	–	$	–

This note is considered a derivative instrument due to the variable conversion feature. The Company recorded a derivative liability upon issuance which resulted in the note discount ($71,024 at issuance). A settlement agreement was reached with Botkin on April 8, 2013. The Company made a cash payment of $36,400, received 27,000,000 shares of common stock from Botkin, issued a note payable to Botkin for $67,600. In addition, Botkin waived $9,251 in accrued interest. The Company booked a $137,325 gain on settlement of this debt based on the common stock price and the fair value of the derivative liability on the date of settlement. The note was paid in full in August, 2014.

10.	Notes Payable

In connection with the Herrera Settlement Agreement, the Company issued promissory notes to former officers who made payments on behalf of the ~~company.~~Company. The Notes were issued on November 15, 2008, bear interest of 12% and are due in one year from the date of issuance. The total due as of March 31, ~~2013~~2015 and December 31, ~~2012~~2014 includes $10,778 due to former officers who made payments or waived fees as part of the Herrera Settlement Agreement and the $15,000 due to Mr. Monros and Mr. Sweeney recorded as related party debt to Mr. Monros and Mr. Sweeney.

On March 25, 2014, the Company issued Chul Chung a promissory note in exchange for $20,000. The note matures on September 25, 2014 and bears interest at 12% per year. The Company issued ~~Steve Botkin~~15,000 series A preferred shares as consideration for the loan. The shares were valued at $4,350 and are a debt discount amortized over the life of the note. The note ~~payable of $80,000 for accrued and unpaid wages.~~ is currently in default.

On ~~February 7, 2012,~~April 3, 2014, the Company issued ~~Steve Botkin 80,000,000~~John Fromberg a promissory note in exchange for $25,000. The note accrues interest at 22.9% per year. The note was paid in full during the third quarter of 2014.

On June 12, 2014, the Company issued Carole Klove a promissory note in exchange for $20,000. The note matures on June 12, 2015 and bears interest of 12% per year.

On September 4, 2014, the Company issued David Blanchard a promissory note in exchange for $50,000. The note matures on March 4, 2015 and bears interest at 15% per year. The Company issued 200,000 series A preferred shares as ~~full~~ consideration for the ~~note payable. Based on~~loan. The shares issued were valued at $56,000 and were considered a debt discount. The Company booked $6,000 in interest expense upon origination and a $50,000 debt discount which was amortized over the ~~market price~~life of the note. The note was converted to series B preferred stock ~~at the conversion date, the~~on November 18, 2014. The Company ~~recorded~~booked a loss on ~~settlement~~conversion of ~~$928,000.~~$441,959.

On July 17, 2014, the Company issued Cash Call, Inc. a promissory note in the amount of $35,000. The note matures on August 1, 2024 and bears interest at 94% per year. The note included a $3,500 origination fee. The note was paid in full on October 20, 2014.

On November 14, 2014, the Company issued Cash Call, Inc. a promissory note in the amount of $50,000. The note matures on December 1, 2024 and bears interest at 94% per year. The note included a $2,500 origination fee.

On March 5, 2015, the Company issued Ferreri a promissory note in the amount of $5,000. The note does not bear interest and is due on demand.

11.	Income Taxes

The Company files a U.S. Federal income tax return. The components of the net loss before income tax benefit for the periods ended March 31, ~~2013~~2015 and December 31, ~~2012~~2014 are as follows:

March 31, 2013 December 31, 2012

Net income/(loss) before income taxes $ (5,547,975 ) $ 5,043,921

	March 31, 2015			December 31, 2014

Net income/(loss) before income taxes	$	(2,887,433	)	$	(9,494,263	)

The components of the Company's deferred tax assets at March 31, ~~2013~~2015 and December 31, ~~2012~~2014 are as follows:

	March 31, 2013			December 31, 2012			March 31, 2015			December 31, 2014
Deferred tax assets
Liabilities
Loss carry-forwards	$	3,747,407		$	3,719,426		$	5,060,271		$	4,854,603
Valuation allowance		(3,747,407	)		(3,719,426	)		(5,060,271	)		(4,854,603	)
	$	–		$	–		$	–		$	–

At March 31, ~~2013,~~2015, the Company had generated US net operating loss carry-forwards of approximately ~~$3,747,407~~$14,883,150 which will expire in various years between 2013 and 2030. The benefit from utilization of net operating loss carry forwards incurred prior to December 30, 2004 is significantly limited in connection with a change in control of the Company. Such benefit could be subject to further limitations if significant future ownership changes occur in the Company. The Company believes that a significant portion of its unused net operating loss carry forwards will never be utilized due to expiration or limitations on use due to ownership changes.

At March 31, ~~2013~~2015 and December 31, ~~2012,~~2014, the Company has no uncertain tax positions.

12.	Commitments and Contingencies

Legal Proceedings

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business.

The Company received a letter from the Securities and Exchange Commission, Los Angeles Regional Office, dated May 9, 2011. The letter informed us that the SEC had entered into a “formal order of investigation” into “Savi Media Group, Inc.” The letter included a “Subpoena Duces Tecum,” meaning the Company was given a prescribed period of time to produce all requested documents and information contained in the subpoena. An index of the source of all such produced information and an authentication declaration were also to be supplied. The stated purpose of the investigation is a fact-finding inquiry to assist the SEC staff in determining if the Company has violated federal securities laws. The SEC states there is no implication of negativity or guilt at this stage of the investigation.

The Company received a letter dated June 7, 2013 with a Civil Complaint titled Arnold Lamarr Weese, et al v. SaviCorp filed in the Northern District of West Virginia. In addition to SaviCorp, Serge Monros and Craig Waldrop are being sued individually. Settlement discussions failed and Plaintiff's counsel began service of Process. The Company and Mr. Monros have hired Shustak and Partners to defend the claim. The defendants sued for breach of contract, fraud, vicarious liability, and unlawful sale by an unregistered broker. The lawsuit attempted to hold the Company and Mr. Monros responsible for alleged improprieties of Waldrop. The Company finalized a negotiated settlement and received court approval on April 7, 2015. As of March 31, ~~2013,~~2015, the Company has recorded a ~~$1,101,177~~$1,101,179 liability based on the settlement agreement. This consists of $100,000 cash payment for legal fees paid over a period of five months and net common shares to be issued of 296,050,421 valued at ~~$1,001,177.~~$1,001,179. The lawsuit has been settled and dismissed.

The Company received an Order of Suspension of Trading on June 17, 2015 from the Security and Exchange Commission. The SEC indicated that there is a lack of current and accurate information concerning the securities of the Company and therefore ordered that trading in the securities of the Company be suspended from June 17, 2015 through June 30, 2015.

Lease Commitments

The Company is currently leasing office space and adjacent research and development space on an annual basis from CEE, LLC, for $110,000 per year.

13.	Stockholders' Equity

Common Stock

Following is a description of transactions affecting common stock for the year ended December 31, ~~2012~~2014 and the three months ended March 31, ~~2013.~~2015.

Year Ended December 31, ~~2012~~

~~In January 2012, the Board of Directors authorized the issuance of 14,603,571 common shares to accredited and non-accredited investors for total proceeds of $45,500.~~

In February 2012, the Board of Directors authorized the issuance of 119,500,000 common shares to accredited and non-accredited investors for total proceeds of $248,500. The Company converted $80,000 of debt, $11,000 of convertible debt and $377,382 of derivative liability into 102,000,000 common shares2014

In March ~~2012,~~2014, 71,433,289 shares were issued upon the ~~Board~~cashless exercise of Directors authorized the issuance of 37,866,667 common shares to accredited and non-accredited investors for total proceeds of $93,200. The Company converted 20,000 of convertible debt and $539,025 of derivative liability into 40,000,000 common shares

~~In April 2012, the Board of Directors authorized the issuance of 57,260,000 common shares to accredited and non-accredited investors for total proceeds of $122,300.~~

~~In May 2012, the Board of Directors authorized the issuance of 12,000,000 common shares to accredited and non-accredited investors for total proceeds of $30,000.~~

~~In June 2012, the Board of Directors authorized the issuance of 14,250,000 common shares to accredited and non-accredited investors for total proceeds of $47,000.~~

~~In July 2012, the Board of Directors authorized the issuance of 4,375,000 common shares to accredited and non-accredited investors for total proceeds of $35,000.~~

~~In October 2012, the Board of Directors authorized the issuance of 40,000,000 common shares to accredited and non-accredited investors for total proceeds of $20,000.~~

~~In November 2012, the Board of Directors authorized the issuance of 32,000,000 common shares to accredited and non-accredited investors for total proceeds of $20,000.~~

~~In December 2012, the Board of Directors authorized the issuance of 12,500,000 common shares to accredited and non-accredited investors for total proceeds of $10,000.~~80,362,450 warrants.

Throughout the year, the Board of Directors also authorized the issuance of ~~414,343,445~~500,000 common shares for services rendered by independent contractors. ~~The~~These issuances were valued based on the market value of the stock totaling ~~$3,241,039.~~$1,050.

Throughout the year, ~~359,500~~70,000,000 common shares were converted to 700,000 Preferred A ~~shares and 1,705,333~~shares.

Throughout the year, 300,000 Preferred C shares were converted to ~~206,483,000~~30,000,000 common shares. NoThere was no gain or loss ~~was recorded~~ on ~~the conversion since the fair value was equivalent.~~this transaction.

~~In March, 2012,~~Throughout the ~~Company repaid 50,000,000~~year, 20,000,000 common shares ~~previously borrowed from directors of the Company.~~were bought back for $17,000.

Period Ended March 31, ~~2013~~

~~In January 2013, the Board of Directors authorized the issuance of 50,625,000 common shares to accredited and non-accredited investors for total proceeds of $20,500.~~

~~In February 2013, the Board of Directors authorized the issuance of 92,500,000 common shares to accredited and non-accredited investors for total proceeds of $43,000.~~

~~In March 2013, the Board of Directors authorized the issuance of 48,127,694 common shares to accredited and non-accredited investors for total proceeds of $40,098.~~2015

Throughout the period, ~~the Board of Directors also authorized the issuance of 637,000,000 common~~120,000 Preferred A shares ~~for services rendered by independent contractors. The issuances were valued based on the market value of the stock totaling $645,718.~~

~~Throughout the period, 100,000 common~~and 2,500 Preferred C shares were ~~bought back for $1,000.~~

~~Throughout the period, 196,000,000~~converted to 12,250,000 common ~~shares were loaned to the company.~~shares. There was no gain or loss on this transaction.

Stock Options

Gene-Cell, Inc., the company, used in the recapitalization (See Note 1) periodically issued incentive stock options to key employees, officers, and directors to provide additional incentives to promote the success of the Company's business and to enhance the ability to attract and retain the services of qualified persons. The Board of Directors approved the issuance of all stock options. The exercise price of an option granted was determined by the fair market value of the stock on the date of grant. Reverse stock splits by the Company resulted in the reduction of outstanding options to less than 85 shares with exercise prices that are so high that the exercise of the options will never be practical. Expiration dates ranged from March, 2012 through July, 2012. There are no stock options outstanding as of March 31, ~~2013.~~2015.

Incentive Stock Plan

During the year ended December 31, 2005 the 2005 Incentive Stock Plan was adopted by the Company’s Board of Directors and approved by the stockholders in August 2005. The 2005 Plan provides for the issuance of up to 25,000,000 shares and/or options. The primary purpose of the 2005 Incentive Stock Plan is to attract and retain the best available personnel for us in order to promote the success of our business and to facilitate the ownership of our stock by employees. The 2005 Incentive Stock Plan is administered by our Board of Directors. Under the 2005 Incentive Stock Plan, key employees, officers, directors and consultants are entitled to receive awards. The 2005 Incentive Stock Plan permits the granting of incentive stock options, non-qualified stock options and shares of common stock with the purchase price, vesting and expiration terms set by the Board of Directors. No options have been issued under the Plan as of March 31, ~~2013.~~2015.

Stock Warrants

In connection with the a repayment agreement, we agreed to issue to YA Global warrants to purchase an aggregate of 25,000,000 shares of common stock, exercisable for a period of three years at an exercise price of $0.0119. The warrants issued to YA Global provide for certain anti-dilution protection in the event that (i) we issue shares of our common stock for a purchase price below the exercise price of the various warrants or in the event we issue options or other convertible securities with a conversion price below the exercise price, (ii) we effectuate a stock split, stock dividend or other form of recapitalization, or (iii) we declare a dividend payment to the holders of our common stock. The exercise price was reset on August 8, 2011 to $0.0005 and the number of warrants increased to 595,000,000. The exercise price was reset on January 30, 2013 to $0.0003 and the number of warrants increased to 991,666,667. The holder exercised 80,362,450 warrants on a cashless basis and were issued 71,433,289 shares of common stock. The remaining warrants expired on July 24, 2014.

The Company issued 5,000,000 warrants in May 2010 to a law firm for services rendered valued at $137,000 using a Black-Scholes-Merton model using the following inputs (0.0% dividend yield, stock price of $0.0274, risk-free rate of 2.43%, volatility of 417%, 5 year remaining term). The warrants expire in five years with an exercise price of $0.01.

The Company issued 666,667 warrants in April 2012 to a law firm for services rendered valued at $770 using a lattice model using the following inputs (0.0% dividend yield, stock price of $0.009, risk-free rate of 0.53%, volatility of 139%, 2.5 year remaining term). The warrants expire in thirty months with an exercise price of $0.015.

In May 2013 as part of the DynoGreen Tech licensing agreement for the Middle East, the Company issued 400,000,000 warrants at an exercise price of $0.001 if exercised within 30 days and an exercise price of $0.002 if exercised within 60 days. All these warrants were exercised within 30 days.

In December, 2014 as part of a private placement, the Company issued 125,000,000 warrants to an investor at an exercise price of $0.0004. The warrants expire on December 29, 2015. The warrants are a tainted derivative liability and were valued using a lattice model with the following inputs (0.0% dividend yield, stock price of $0.0036, risk-free rate of 0.25%, volatility of 151%, 1 year term).

In February, 2015 as part of a private placement, the Company issued 250,000,000 warrants to an investor at an exercise price of $0.0004. The warrants expire on June 1, 2015. The warrants are a tainted derivative liability and were valued using a lattice model with the following inputs (0.0% dividend yield, stock price of $0.0033, risk-free rate of 0.07%, volatility of 152%, .33 year term).

In March, 2014 as part of a several private placements, the Company issued 353,570,000 warrants to investors at an exercise price of $0.0004. The warrants expire in March 2016. The warrants are a tainted derivative liability and were valued using a lattice model with the following inputs (0.0% dividend yield, stock price of $0.0036-$0.0045, risk-free rate of 0.24-0.27%, volatility of 154%, 1 year term).

For the period ending March 31, 2015, the fair value of the derivative liability related to the tainted warrants at issuance was valued at $1,512,819 and was expensed as a change in fair value and booked as a derivative liability on the balance sheet.

As of March 31, ~~2013~~2015 the following warrants remain outstanding:

Remaining
Number of Exercise Life
Warrants Price Years
991,666,667 $ 0.0003 1.31
5,000,000 0.0100 2.08
666,667 0.0150 1.51

997,333,334 $ 0.0004

				Remaining
Number of		Exercise		Life
Warrants		Price		Years
	728,570,000	$	0.0004		0.17-0.98
	5,000,000		0.0100		0.08

	733,570,000	$	0.0005

Preferred Stock

During the year ended December 31, 2005, the Company set preferences for its Series A, B and C preferred stock. The Company is authorized to issue 40,000,000 shares of preferred stock, $0.001 par value per share. At December 31, ~~2011~~2013 the Company had ~~6,312,733~~12,963,477 shares of series A preferred stock issued and outstanding and ~~6,014,942~~8,755,697 shares of series C preferred stock issued and outstanding. The Company’s preferred stock may be issued in series, and shall have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issuance of such stock adopted from time to time by the board of directors.

The Series A and Series C preferred stock provides for conversion on the basis of 100 shares of common stock for each share of preferred stock converted, with conversion at the option of the holder or mandatory conversion upon restructure of the common stock and holders of the series A preferred stock vote their shares on an as-converted basis. Holders of the series A preferred stock participates on distribution and liquidation on an equal basis with the holders of common stock.

The series B preferred stock provides for conversion on the basis of 10,000 shares of common stock for each share of preferred stock converted, with conversion at the option of the holder or mandatory conversion upon restructure of the common stock and holders of the series A preferred stock vote their shares on an as-converted basis. Holders of the series B preferred stock participates on distribution and liquidation on an equal basis with the holders of common stock.

Following is a description of transactions affecting preferred stock for the year ended December 31, ~~2012~~2014 and the three months ended March 31, ~~2013.~~2015.

Year Ended December 31, ~~2012~~2014

In ~~June 2012,~~January 2014, the Board of Directors authorized the issuance of ~~100,000~~1,703,333 Preferred CA shares to accredited and non-accredited investors for total proceeds of $95,000.

In February 2014, the Board of Directors authorized the issuance of 2,850,000 Preferred A shares to accredited and non-accredited investors for total proceeds of $150,000.

In March 2014, the Board of Directors authorized the issuance of 200,000 Preferred A shares to accredited and non-accredited investors for total proceeds of $10,000.

~~Throughout the year, 359,500 Preferred A shares and 1,705,333 Preferred C shares were converted to 206,483,000 common shares.~~

~~Period Ended March 31, 2013~~

In ~~January 2013,~~April 2014, the Board of Directors authorized the issuance of ~~1,000,000~~4,916,666 Preferred A shares to accredited and non-accredited investors for total proceeds of $187,500.

In May 2014, the Board of Directors authorized the issuance of 300,000 Preferred A shares and 6,250 Preferred B shares to accredited and non-accredited investors for total proceeds of $40,000.

In ~~February 2013,~~June 2014, the Board of Directors authorized the issuance of ~~700,000~~6,667 Preferred CA shares to accredited and non-accredited investors for total proceeds of ~~$35,000.~~$1,000.

In ~~March 2013,~~July 2014, the Board of Directors authorized the issuance of ~~200,000~~250,000 Preferred CA shares to accredited and non-accredited investors for total proceeds of ~~$20,000.~~$25,000.

In August 2014, the Board of Directors authorized the issuance of 25,000 Preferred B shares to accredited and non-accredited investors for total proceeds of $100,000.

In September 2014, the Board of Directors authorized the issuance of 1,975,000 Preferred A shares and 45,056 Preferred B shares to accredited and non-accredited investors for total proceeds of $305,000.

In October 2014, the Board of Directors authorized the issuance of 100,000 Preferred A shares and 36,500 Preferred B shares to accredited and non-accredited investors for total proceeds of $175,000.

In November 2014, the Board of Directors authorized the issuance of 25,000 Preferred B shares to accredited and non-accredited investors for total proceeds of $100,000.

In December 2014, the Board of Directors authorized the issuance of 22,040 Preferred B shares to accredited and non-accredited investors for total proceeds of $81,000.

Throughout the year, 70,000,000 common shares were converted to 700,000 Preferred A shares. There was no gain or loss on these transactions.

Throughout the year, 300,000 Preferred C shares were converted to 30,000,000 common shares. There was no gain or loss on these transactions.

Throughout the year, 215,000 Preferred A shares, valued at $60,350, were issued to lenders as consideration for issuing debt to the Company. The shares were valued based on the closing market price on the date of grant.

Throughout the year, 19,806 Preferred B shares were issued to lenders upon conversion of $77,919 in debt, $1,452 in accrued interest and the related derivative liability of $385,035. A loss of $441,959 was recorded on these transactions.

Throughout the year, the Board of Directors also authorized the issuance of 1,700,000 Preferred A shares and 94,950 Preferred B shares for services rendered by independent contractors. These issuances were valued based on the market value of the stock totaling $3,495,100.

Period Ended March 31, 2015

In January 2015, the Board of Directors authorized the issuance of 27,500 Preferred B shares to accredited and non-accredited investors for total proceeds of $110,000.

In February 2015, the Board of Directors authorized the issuance of 31,250 Preferred B shares to accredited and non-accredited investors for total proceeds of $125,000.

In March 2015, the Board of Directors authorized the issuance of 74,607 Preferred B shares to accredited and non-accredited investors for total proceeds of $300,000. Of the $300,000, $135,000 was received after the period end and shows as a subscription receivable as March 31, 2015.

Throughout the period, 120,000 Preferred A shares and 2,500 Preferred C shares were converted to 12,250,000 common shares. There was no gain or loss on these transactions.

Throughout the period, the Board of Directors also authorized the issuance of ~~1,351,667~~3,750 Preferred AB shares for services rendered by independent contractors. ~~The~~These issuances were valued based on the market value of the stock totaling ~~$662,317.~~

~~Throughout the period, 3,491,423 Preferred A shares and 202,412 Preferred C shares were loaned to the company.~~$138,000.

Potentially Dilutive Equity Instruments

An analysis of potentially dilutive equity instruments at March 31, ~~2013~~2015

Series A Preferred Stock convertible to common stock on a 100 for 1 basis			~~481,347,700~~2,776,014,300
Series B Preferred Stock convertible to common stock on a 10,000 for 1 basis			4,117,090,000
Series C Preferred Stock convertible to common stock on a 100 for 1 basis			~~510,719,700~~845,319,700

Total			~~992,067,400~~7,738,424,000

~~Other Equity Transactions~~

~~Three Months Ended March 31, 2012~~

~~Interest was imputed on non-interest bearing related party debt in the amount of $7,416 and credited to additional paid in capital.~~

~~Three Months Ended March 31, 2013~~

~~Interest was imputed on non-interest bearing related party debt in the amount of $5,792 and credited to additional paid in capital.~~

14.

Related Party Transactions

The Company engaged in various related party transactions involving the issuance of shares of the Company's common stock during the periods ended March 31, ~~2013~~2015 and December 31, ~~2012.~~2014.

During 2007, 2008, 2009, 2010 and 2011 His Divine Vehicle, Inc. ("HDV") incurred costs on behalf of the Company. At December 31, ~~2012,~~2014, the Company owed ~~HDV $244,956 and~~ Serge Monros ~~$570,367 in accrued wages. At December 31, 2012, the Company owed HDV $244,956 and Serge Monros $570,367~~$929,249 in accrued wages. At March 31, ~~2013,~~2015, the Company owed ~~HDV $217,727 and~~ Serge Monros ~~$594,367.~~$924,646 in accrued wages.

HDV, an affiliate of Mr. Monros, manufactures the “DynoValve” and “DynoValve Pro” products and then sells them to the Company for resale pursuant to the Product Licensing Agreement entered into on November 15, 2008. As consideration for HDV entering into the Product Licensing Agreement, the Company agreed to issue to Mr. Monros and HDV, if and when available, an aggregate of 500 Million shares of Common Stock, 5 Million shares of Series A Preferred Stock and 5 Million shares of Series C Preferred Stock. HDV loaned 1,000,000 Preferred A shares to the Company in 2008. As additional consideration for the Licensing Agreement, HDV waived $332,786 owed to it by the company and Mr. Monros waived $306,000 in accrued wages. The excess value of the shares issued (common and preferred) over the debt waived was expensed to research and development. In July, 2011, the stock consideration paid for the licensing agreement was modified to increase the common shares by 100,000,000, increase the Series A Preferred Stock by 1,500,000 and reduce the Series C Preferred Stock by 2,500,000.

On December 15, 2009, the Company converted $204,302 of accounts payable due to His Divine Vehicle, Inc. into a convertible promissory note. The note bears interest at 8%, matured on April 15, 2010, and converts into common shares at the conversion rate of $0.003 (reset to ~~$0.0005)~~$0.000206) subject to anti-dilution protection. The note matured and is currently in default due to lack of payment at maturity. The principal balance at December 31, ~~2013~~2014 and March 31, ~~2013~~2015 is $204,302.

In August, 2011 His Divine Vehicle loaned 2,000,000 Preferred C shares and the 200,000,000 common shares to the Company.

In January, 2013, His Divine Vehicle loaned 196,000,000 common shares, 3,491,423 Preferred A shares and 202,412 Preferred C shares to the Company.

In March, 2013, the Company entered into a five (5) year Master Distribution Agreement with His Divine Vehicle to sell the DynoValve and DynoValve Pro in various international territories. The consideration for the agreement was guaranteeing a minimum annual volume, payment for the DynoValves acquired and a three percent (3%) royalty payment. The Company is currently in default on this agreement. As part of this agreement, the Company acquires inventory from His Divine Vehicle. The Company acquired no inventory during the three months ended March 31, ~~2013~~2015 and no$232,594 of inventory for the year ended December 31, ~~2012.~~2014.

15.

Non-Cash Investing and Financing Transactions and Supplemental Disclosure of Cash Flow Information

During the periods ended March 31, ~~2013~~2015 and March 31, ~~2012,~~2014, the Company engaged in various non-cash investing and financing activities as follows:

	2013		2012			2015		2014
Settlement of Convertible Debt and Derivative Liabilities with common stock	$	–	$	1,955,407		$	–	$	164,561
Conversion of Preferred Stock into Common Stock	$	–	$	2,250		$	12,250	$	70,000
Stock Issued with Debt						$	–	$	4,350
Preferred Stock Loaned/Common Stock Issued for Stock Payable	$	565,384	$	(575,000	)	$	–	$	565,384

During the periods ended March 31, ~~2013~~2015 and March 31, ~~2012,~~2014, the Company made no$8,333 and $0 interest payments and no income tax payments.

16.

Fair Value of Financial Instruments.

The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments.

The Company utilizes various types of financing to fund its business needs, including convertible debt with warrants attached. The Company reviews its warrants and conversion features of securities issued as to whether they are freestanding or contain an embedded derivative and, if so, whether they are classified as a liability at each reporting period until the amount is settled and reclassified into equity with changes in fair value recognized in current earnings. At December 31, ~~2012~~2014 and March 31, ~~2013,~~2015, the Company had convertible debt and warrants to purchase common stock, the fair values of which are classified as a liability. Some of these units have embedded conversion features that are treated as a discount on the notes. Such financial instruments are initially recorded at fair value and amortized to interest expense over the life of the debt using the effective interest method.

Inputs used in the valuation to derive fair value are classified based on a fair value hierarchy which distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

Level one — Quoted market prices in active markets for identical assets or liabilities;

Level two — Inputs other than level one inputs that are either directly or indirectly observable; and

Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company’s derivative liability is measured at fair value on a recurring basis. The Company classifies the fair value of these convertible notes and warrants derivative liability under level three. The Company’s settlement payable is measured at fair value on a recurring basis based on the most recent settlement offer. The Company classifies the fair value of the settlement payable under level three. The Company’s rescission liability is measured at fair value on a recurring basis based on the most recent stock price. The Company classifies the fair value of the rescission liability under level one.

Based on ASC Topic 815 and related guidance, the Company concluded the convertible notes and common stock purchase warrants are required to be accounted for as derivatives as of the issue date due to a reset feature on the conversion/exercise price. At the date of issuance the convertible subordinated financing, warrant derivative liabilities were measured at fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The Company records the fair value of these derivatives on its balance sheet at fair value with changes in the values of these derivatives reflected in the consolidated statements of operations as “Gain (loss) on derivative liabilities.” These derivative instruments are not designated as hedging instruments under ASC 815-10 and are disclosed on the balance sheet under Derivative Liabilities.

The following table presents liabilities that are measured and recognized at fair value as of March 31, ~~2013~~2015 on a recurring and non-recurring basis:

Description Level 1 Level 2 Level 3 Gains (Losses)
Derivatives $ – $ – $ 7,965,465 $ (6,445,157 )
Settlements Payable – 1,101,177 – 479,075
Rescission Liability – 362,325 – 1,821,219
Fair Value at March 31, 2013 $ – $ 1,463,502 $ 7,965,465 $ (4,144,863 )

Description	Level 1		Level 2		Level 3		Gains (Losses)
Derivatives	$	–	$	–	$	11,139,000	$	(2,099,940	)
Settlements Payable		–		1,101,179		–		–
Rescission Liability		–		489,349		–		(44,516	)
Fair Value at March 31, 2015	$	–	$	1,590,528	$	11,139,000	$	(2,144,456	)

The following table presents liabilities that are measured and recognized at fair value as of December 31, ~~2012~~2014 on a recurring and non-recurring basis:

Description Level 1 Level 2 Level 3 Gains (Losses)
Derivatives $ – $ – $ 1,520,308 $ 13,896,345
Settlements Payable – 1,580,252 – (1,580,252 )
Rescission Liability – 1,823,399 – (1,823,399 )
Fair Value at December 31, 2012 $ – $ 3,403,651 $ 1,520,308 $ (10,492,694 )

Description	Level 1		Level 2		Level 3		Gains (Losses)
Derivatives	$	–	$	–	$	9,039,061	$	(820,913	)
Settlements Payable		–		1,101,179		–		(1,101,179	)
Rescission Liability		–		444,833		–		(444,833	)
Fair Value at December 31, 2014	$	–	$	1,546,012	$	9,039,061	$	(2,366,925	)

17.Subsequent Events.

~~17.~~

~~Subsequent Events.~~

Stock Issuances:

Since March 31, ~~2013,~~2015, the Board of Directors authorized the issuance of an aggregate of ~~376,400,000 shares of its common stock, 20,751,666~~38,857 shares of its Preferred ~~A shares, 337,417 shares of its Preferred~~ B ~~shares and 3,588,500 of its Preferred C~~ shares to accredited and non-accredited investors for total proceeds of ~~$3,156,850.~~$160,000. In addition, the Board of Directors has authorized the issuance of an aggregate of ~~113,400,000 shares of its common stock, 1,700,000~~43,750 shares of its Preferred ~~A shares, 142,450 shares of its Preferred~~ B ~~shares and 60,000 of its Preferred C~~ shares to accredited and non-accredited investors for services rendered valued at an aggregate of ~~$5,760,400.~~$1,662,500. In addition, the Board of Directors has authorized a net aggregate of 286,050,421 common shares in settlement of the Weese lawsuit. No sales commissions were paid in connection with these issuances and all investors reviewed or had access to all of the Company’s filing pursuant to the Securities Exchange Act of 1934, as amended.

Legal Proceedings:

We hired the Los Angeles law firm of Troy Gould to represent us in the matter of this investigation. As of the date of this filing, we believe we have provided all requested material to the SEC.

Status of prior private investments; $0 in 2007 (although HDV sold $13,000 of its shares), $0 in 2008 (although HDV sold $445,750 of its shares), $0 in 2009 (although HDV sold $448,000 of its shares), $910,742 in 2010, $1,827,543 in 2011. There is concern that these private placement securities sales were not made in compliance with applicable law (lack of material disclosure and/or failure to file securities sales notices as required by federal law) and the Company may need to offer rescission rights to the investors.

In 2006, the Company issued shares for services valued at $611,768. There were issued shares for services valued at $1,416,060 in 2007; shares for services valued at $14,625 in 2008, shares for services valued at $380,500 in 2009, shares for services valued at $236,920 in 2010, and shares for services valued at $3,370,273 in 2011. We have no plans to offer rescission for these share issuances.

We offered rescission to many of the 2011 investors in late 2011 (“2011 rescission offer”). The legal sustainability of these rescission offers is also being looked at by Counsel. The results of our rescission offers, in terms of rescission offers accepted by shareholders, were very encouraging. We had ~~seven~~five rescissions offers accepted and refunded ~~$31,000~~$14,000 plus interest.

The Company received a letter dated June 7, 2013 with a Civil Complaint titled Arnold Lamarr Weese, et al v. SaviCorp filed in the Northern District of West Virginia. In addition to SaviCorp, Serge Monros and Craig Waldrop are being sued individually. Settlement discussions failed and Plaintiff's counsel began service of Process. The Company and Mr. Monros have hired Shustak and Partners to defend the claim. The defendants sued for breach of contract, fraud, vicarious liability, and unlawful sale by an unregistered broker. The lawsuit attempted to hold the Company and Mr. Monros responsible for alleged improprieties of Waldrop. The Company finalized a negotiated settlement and received court approval on April 7, 2015. The Company has recorded a $1,101,179 liability based on the settlement agreement. This consists of $100,000 cash payment for legal fees paid over a period of five months and net common shares to be issued of 296,050,421 valued at $1,001,179. The lawsuit has been settled and dismissed.

Licensing Events:

Mr. Monros has continued the process of preparing patent applications for the other versions of the DynoValve products & related IP. In March, 2013, the Company entered into a five (5) year Master Distribution Agreement with His Divine Vehicle to sell the DynoValve and DynoValve Pro in various international territories. The consideration for the agreement was guaranteeing a minimum annual volume, payment for the DynoValves acquired and a three percent (3%) royalty payment. The Company is currently in default on this agreement.

In March, 2015, the Company entered into a seven (7) year Master Distribution Agreement with Dynovalve Mfg, LLC, the holder of the patents for the DynoValve products and related IP. The agreement is an exclusive agreement for North America, China, Korea and the Middle East and a non-exclusive license worldwide. The consideration for the agreement was payment for products acquired and a three percent (3%) royalty payment.

~~Major Contracts~~:

In 2013, the Company has entered into a 5 year licensing agreement with DynoGreen Tech, LLC ("DGT") to sell the DynoValve products in the licensed territories (UAE, Malaysia, India, and Africa). DGT has ordered 3,000 DynoValves as of 9/30/13. The DynoValves were shipped in the third quarter of 2013. In order for them to fulfill and maintain this 5 year licensing agreement, they are required to purchase 500 additional DynoValves per quarter for a total of $3,000,000 over a 5 year span.

In 2014, the Company entered into a 5 year licensing agreement with Beijing FlyingGlob Environmental Technology Limited Company, a company established in the People’s Republic of China. According to the terms of the Agreement, FlyingGlob will promote, distribute and sell SaviCorp's signature line of DynoValve® automotive products within its exclusive territory, which is defined as the People's Republic of China and the Special Administrative Regions of Hong Kong and Macau.

FlyingGlob entered into the distribution agreement, which establishes a minimum annual purchase volume of 500,000 DynoValve® units during the first year. In support of this requirement, FlyingGlob is to purchase an initial order of 50,000 units at a price of $8.25 million. During the final four years of the contract, FlyingGlob has agreed to a minimum purchase of 5.5 million units, for a total minimum order of 6 million units during the five-year term of the agreement. The successful distribution and sale of the 6 million units is estimated to produce revenues of approximately $679.5 million. In addition, the agreement provides for a $30 million licensing fee to be paid by FlyingGlob that may be paid over the term of the agreement.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto set forth in Item 1 of this Quarterly Report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions, which could cause actual results to differ materially from Management’s expectations. Factors that could cause differences include, but are not limited to, expected market demand for the Company’s services, fluctuations in pricing for products that may be distributed by the Company and services offered by competitors, as well as general conditions of the marketplace.

Overview

In 2011, SaviCorp began to generate revenue from new business activities. We were still devoting substantial efforts to business planning and the search for sources of capital to fund our efforts. We have acquired all rights to certain technology for the production of a gasoline and diesel engine emission reduction device which we believe delivers superior emission reduction technology and operating performance. This technology is an emission reduction device believed to reduce harmful exhaust emissions in gasoline and diesel engines, and increase fuel efficiency.

History

We were originally incorporated as Energy Resource Management, Inc. on August 13, 2002 and subsequently adopted name changes to Redwood Energy Group, Inc. and Redwood Entertainment Group, Inc., upon completion of a recapitalization on August 26, 2002. The re-capitalization occurred when we acquired the non-operating public shell of Gene-Cell, Inc., a public company. Gene-Cell had no significant assets or operations at the date of acquisition and we assumed all liabilities that remained from its prior discontinued operation as a biopharmaceutical research company. The historical financial statements presented herein are those of Redwood Entertainment Group, Inc. and its predecessors, Redwood Energy Group, Inc. and Energy Resource Management, Inc.

The public entity used to recapitalize the Company was originally incorporated as Becniel in 1986 and subsequently adopted name changes to Tzaar Corporation, Gene-Cell, Inc., Redwood Energy Group, Inc., Redwood Entertainment Group, Inc., and finally its current name, Savi Media Group, Inc. In 2012, Savi Media Group, Inc. changed its name to SaviCorp.

Business History

Until 2011, we were considered a development stage enterprise because we had no significant operations, had not yet generated revenue from new business activities and were devoting substantially all of our efforts to business planning and the search for sources of capital to fund our efforts. We had acquired all rights to "blow-by gas and crankcase engine emission reduction technology" which we intended to develop and market on a commercial basis.

This technology is an emission reduction device believed to reduce harmful exhaust emissions in gasoline and diesel engines, and increase fuel efficiency. Phase one testing at California Environmental Engineering indicated notable reduction in tailpipe emissions and Particulate Matter (PM) while improving fuel economy. The reductions were 5.1% in hydrocarbons, 5.1% in carbon monoxide, 5.5% in nitrogen oxides, while increasing fuel economy by 0.3%.

We currently have the right to market and distribute the DynoValve and DynoValve Pro products, which provides for increased fuel economy and reduced emissions in automotive applications for both new and existing vehicles and may be used in other non-automotive applications. Personal watercraft, small engine powered lawn equipment, and stand alone power generation engines are additional markets that we intend to develop. The technology may be sold internationally and we are pursuing opportunities simultaneously domestically and internationally. We have no immediate plans to develop additional products at this time.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and our estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. These estimates and assumptions provide a basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from our estimates under different assumptions or conditions, and these differences may be material.

We believe that the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements:

Income Taxes

We use the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary differences between the tax basis of assets and liabilities and their financial amounts at year-end. We provide a valuation allowance to reduce deferred tax assets to their net realizable value.

Stock-Based Compensation

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004),Share-Based Payment (SFAS 123R), and began expensing at fair value on a straight-line basis the costs resulting from share-based payment transactions.

Prior to 2006, the Company elected to follow Accounting Principles Board (APB) Opinion No. 25,Accounting for Stock Issued to Employees(APB 25) and related interpretations in accounting for stock options granted to employees as permitted by SFAS No. 123,Accounting for Stock-Based Compensation (SFAS 123), as amended by SFAS No. 148,Accounting for Stock-Based Compensation—Transition and Disclosure. Under APB 25, the Company did not recognize share-based payment expense in its financial statements because the stock option awards qualified as fixed awards and the exercise price of the Company’s employee stock options equaled the market price of the underlying stock on the date of grant.

Convertible Notes - Derivative Financial Instruments

The convertible notes issued to Cornell Capital in 2006 has been accounted for in accordance with SFAS No. 133 and EITF No. 00-19, "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock."

The Company has identified that the Cornell Capital debenture have embedded derivatives. These embedded derivatives have been bifurcated from the host debt contract and accounted for as derivative liabilities in accordance with EITF 00-19. When multiple derivatives exist within the convertible notes, they have been bundled together as a single hybrid compound instrument in accordance with SFAS No. 133 Derivatives Implementation Group Implementation Issue No. B-15, "Embedded Derivatives: Separate Accounting for Multiple Derivative Features Embedded in a Single Hybrid Instrument."

The embedded derivatives within the convertible notes have been recorded at fair value at the date of issuance and are marked-to-market each reporting period with changes in fair value recorded to the Company's income statement as "Net change in fair value of derivative liabilities." The Company has utilized a third party valuation firm to fair value the embedded derivatives using a lattice model with layered discounted probability-weighted cash flow methods.

The fair value of the derivative liabilities are subject to the changes in the trading value of the Company's common stock, as well as other factors. As a result, the Company's financial statements may fluctuate from quarter-to-quarter based on factors, such as the price of the Company's stock at the balance sheet date and the amount of shares converted by note holders. Consequently, our financial position and results of operations may vary from quarter-to-quarter based on conditions other than our operating revenues and expenses.

Results of Operations

During the period from inception, August 13, 2002, to December 31, 2010, we had not generated any revenue from operations. During the period ending March 31, ~~2012,~~2014, we generated revenues of ~~$12,716.~~$3,541. Costs of Goods Sold was ~~$9,511~~$3,255 yielding a gross profit of ~~$3,205.~~$286. Loss from operations for the period ending March 31, ~~2012~~2014 was ~~$2,702,189.~~$827,845. Other Income and Expense, net was ~~$183,977~~$797,691 primarily due to the change in fair value of our derivative ~~liabilities and the loss on legal settlement.~~liabilities. During the period ending March 31, ~~2013,~~2015, we generated revenues of ~~$23,571.~~$5,047. Costs of Goods Sold was ~~$16,489~~$8,691 yielding a gross ~~profit~~loss of ~~$7,082. These are increases over~~$3,644. Revenues increased in 2015 by 43% for the same period in ~~2012.~~2014. However, the Company incurred a gross loss since sales were made below cost. Loss from operations for the period ending March 31, ~~2013~~2015 was ~~$1,375,667.~~$714,750. The ~~large~~ decrease in the loss was primarily due to a reduction in stock based compensation paid in ~~2012.~~2015. Other Income and Expense, net was ~~$4,172,308~~$2,172,683 primarily due to the change in the fair value of our derivative ~~liabilities.~~liabilities and the issuance of tainted warrants with several private placements. Net loss was ~~$5,547,975.~~$2,887,433 which was an increase over the same period in 2014 primarily due to the expensing the tainted warrants.

As of March 31, ~~2013,~~2015, we have accumulated net losses of ~~$289,393,417.~~$303,188,457. Additionally, at March 31, ~~2013,~~2015, we are in a negative working capital position of ~~$12,251,346~~$16,588,779 and a stockholders' deficit position ~~$12,280,597.~~$16,570,262. Our auditors have opined that such matters raise substantial doubt about our ability to continue as a going concern. We financed our operations mainly through the sale of common stock and have been entirely dependent on outside sources of financing for continuation of operations. For the remainder of fiscal ~~2013,~~2015, we will continue to pursue funding for our business. There is no assurance that we will continue to be successful in obtaining additional funding on attractive terms or at all, nor that the projects towards which additional paid-in capital is assigned will generate revenues at all.

Plan of Operations

We believe that there are several critical elements for the building of a successful company that has the capacity to utilize the technology we have licensed for the implementation of immediate and long-term solutions to the global challenges of air, water, and land pollution.

	1.	People - this includes a qualified board of directors, advisory board members, management, employees, sales people, project managers, installers and consultants, etc.;
	2.	Projects - a credible portfolio of projects that have the appropriate risk-return ratio in order to generate potentially significant shareholder value;
	3.	Capital - based upon the reputation of the people and the quality of the projects, there must be sufficient capital in order to launch the company and to provide for additional financing;
	4.	Technology - the most advanced interpretation methods, techniques and methods should be utilized in order to maximize the potential for finding and developing immediate and long term solutions to the global challenges of air, water, and land pollution;
	5.	Favorable positioning - the international influence of the oil and gas companies along with the automotive & diesel industries requires a combination of secured relationships with their appointed leadership in these various industries as well as with all the various local and international governmental entities; and
	6.	Distribution and installation- the competitive nature of the automotive &diesel industry requires a unique approach and a significant capital commitment in order to secure the latest in hi-tech equipment to expedite large scale distribution and installation of our products.

Complete testing phases in order to secure revenues, licensing agreements, and contracts.

We are continuing to test our emission control devices on select engines in order to obtain certification and validation of our technology.

Become a technology partner to the various entities that are focused on environmental solutions.

We are presently participating in a consortium of companies with emission reduction technologies for the problem solving of both our local environmental challenges and to assist in China’s pursuit of immediate solutions to the particular needs in their environment.

Complete distribution/licensing agreements for various entities and geographic areas.

We are continuing to expand our partners both internationally and domestically through various licensing and/or distribution agreements for the sale of our products to specific industries or markets. We have continued to test our emission control devices on select engines in order to obtain validation of our technology for the target vehicles of each of these partners. Completion of these steps will lead to revenue growth and profitability for SaviCorp.

During the periods ended March 31, ~~2013~~2015 and ~~2012,~~2014, we had limited sales and we expect to require additional cash of a minimum of approximately $2,000,000 over the next twelve months. Those funds, if available, will be used for continued operation as we grow sales. Additional financing will need to be obtained. Sources of funding may not be available on terms that are acceptable to management and existing stockholders, or may include terms that will result in substantial dilution to existing stockholders.

Liquidity and Capital Resources

As of March 31, ~~2013,~~2015, the Company had ~~$19,957~~$23,863 in cash.

Total current liabilities were ~~$12,415,274~~$16,862,025 as of March 31, ~~2013,~~2015, consisting of convertible debt, net, of ~~$730,742,~~$715,742, notes payable of ~~$25,778,~~$101,483, derivative liabilities of ~~$7,965,465,~~$11,139,000, accounts payable and accrued liabilities of ~~$1,852,765,~~$3,140,977, settlement payable of ~~$1,101,177,~~$1,101,179, rescission liability of ~~$362,325~~$489,349 and accounts payable assumed in recapitalization of $159,295.

We incurred net losses of ~~$289,393,417~~$303,188,457 during the period from inception, August 13, 2002, to March 31, ~~2013.~~2015. In addition, at March 31, ~~2013,~~2015, we were in a negative working capital position of ~~$12,251,346~~$16,588,779 and had a stockholders' deficit of ~~$12,280,597.~~$16,570,262. As a result, our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.

Our average monthly operational expenses have been ~~$460,916~~$237,035 per month, for the period ended March 31, ~~2013.~~2015.

Our ability to continue as a going concern is dependent upon several factors. These factors include our ability to:

further implement our business plan;

obtain additional financing or refinancing as may be required;

and generate revenues.

We believe it is imperative that we raise an additional $5,000,000 of capital in order to implement our business plan. We are attempting to raise additional funds through debt and/or equity offerings. We intend to use any funds raised to pay down debt and to provide us with working capital. There can be no assurance that any new capital would be available to us or that we would have adequate funds for our operations, whether from our revenues, financial markets, or other arrangements will be available when needed or on terms satisfactory to us. Any additional financing may involve dilution to our then-existing shareholders.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

There were no recent accounting pronouncements that have had or are likely to have a material effect on our financial position or results of operations.

ITEM 3 - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. As of March 31, ~~2013,~~2015, the Company’s management carried out an evaluation, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of the Company’s system of disclosure controls and procedures pursuant to the Securities and Exchange Act, Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were ineffective, as of the date of their evaluation, for the purposes of recording, processing, summarizing and timely reporting material information required to be disclosed in reports filed by the Company under the Securities Exchange Act of 1934. This assessment was made based on the need to amend prior filings due to embedded derivatives within various convertible securities and the lack of sufficient personnel to process transactions. We have hired an outside expert to evaluate and value derivative financial instruments in any and all convertible securities and when we obtain additional financing will hire additional personnel and implement procedures to properly account for and disclose all transactions.

b)	Changes in internal controls. There were no changes in internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is likely to materially effect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business.

We hired the Los Angeles law firm of Troy Gould to represent us in the matter of this investigation. As of the date of this filing, we believe we have provided all requested material to the SEC.

Status of prior private investments; $0 in 2007 (although HDV sold $13,000 of its shares), $0 in 2008 (although HDV sold $445,750 of its shares), $0 in 2009 (although HDV sold $448,000 of its shares), $910,742 in 2010, $1,827,543 in 2011. There is concern that these private placement securities sales were not made in compliance with applicable law (lack of material disclosure and/or failure to file securities sales notices as required by federal law) and the Company may need to offer rescission rights to the investors.

In 2006, the Company issued shares for services valued at $611,768. There were issued shares for services valued at $1,416,060 in 2007; shares for services valued at $14,625 in 2008, shares for services valued at $380,500 in 2009, shares for services valued at $236,920 in 2010, and shares for services valued at $3,370,273 in 2011. We have no plans to offer rescission for these share issuances.

We offered rescission to many of the 2011 investors in late 2011 (“2011 rescission offer”). The legal sustainability of these rescission offers is also being looked at by Counsel. The results of our rescission offers, in terms of rescission offers accepted by shareholders, were very encouraging. We had ~~seven~~five rescissions offers accepted and refunded ~~$31,000~~$14,000 plus interest.

We may become involved in material legal proceedings in the future.

ITEM 2 - UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

For the quarter ended March 31, ~~2013,~~2015, the Company issued the following:

In January ~~2013,~~2015, the Board of Directors authorized the issuance of ~~50,625,000 common~~27,500 Preferred B shares to accredited and non-accredited investors for total proceeds of ~~$20,500.~~$110,000.

In February ~~2013,~~2015, the Board of Directors authorized the issuance of ~~92,500,000 common~~31,250 Preferred B shares to accredited and non-accredited investors for total proceeds of ~~$43,000.~~$125,000.

In March ~~2013,~~2015, the Board of Directors authorized the issuance of ~~48,127,694 common~~74,607 Preferred B shares to accredited and non-accredited investors for total proceeds of ~~$40,100.~~$300,000. . Of the $300,000, $135,000 was received after the period end and shows as a subscription receivable as March 31, 2015.

~~In January 2013,~~Throughout the period, the Board of Directors also authorized the issuance of ~~1,000,000~~3,750 Preferred AB shares ~~to accredited and non-accredited investors~~ for ~~total proceeds~~services rendered by independent contractors. These issuances were valued based on the market value of ~~$40,000.~~

~~In February 2013,~~ the ~~Board of Directors authorized the issuance of 700,000 Preferred C shares to accredited and non-accredited investors for total proceeds of $35,000.~~

~~In March 2013, the Board of Directors authorized the issuance of 200,000 Preferred C shares to accredited and non-accredited investors for total proceeds of $20,000.~~stock totaling $138,000.

Since March 31, ~~2013,~~2015, the Board of Directors authorized the issuance of an aggregate of ~~376,400,000 shares of its common stock, 20,751,666~~38,857 shares of its Preferred ~~A shares, 337,417 shares of its Preferred~~ B ~~shares and 3,588,500 of its Preferred C~~ shares to accredited and non-accredited investors for total proceeds of ~~$3,156,850.~~$160,000. In addition, the Board of Directors has authorized the issuance of an aggregate of 43,750 shares of its Preferred B shares to accredited and non-accredited investors for services rendered valued at an aggregate of $1,662,500. In addition, the Board of Directors has authorized a net aggregate of 286,050,421 common shares in settlement of the Weese lawsuit. No sales commissions were paid in connection with these issuances and all investors reviewed or had access to all of the Company’s filing pursuant to the Securities Exchange Act of 1934, as amended.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

The Company is in default with respect to the convertible notes due to DSE and HDV.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 - EXHIBITS

~~31.1 - Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended~~

~~31.2 - Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended~~

~~32.1 - Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)~~

~~32.2 - Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)~~

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended

32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)

32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)

101.INS	XBRL Instances Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~SaviCorp~~

	SaviCorp


Date: June ~~18,~~22, 2015	By: /s/ SERGE MONROS
	Serge Monros
	President, Chief Executive Officer (Principal Executive Officer) and Director

Date: June ~~18,~~22, 2015	By: /s/ SERGE MONROS
	Serge Monros
	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

	March 31, 2013			March 31, 2012

Revenue	$	23,571		$	12,716

Cost of Goods Sold		16,489			9,511

Gross Profit		7,082			3,205

Operating costs and expenses:
General and administrative expenses	$	1,382,749		$	2,705,394

Loss from operations	$	(1,375,667	)	$	(2,702,189	)

Other income and (expenses):
Gain/(loss) on debt settlement		—			(928,000	)
(Loss) on legal settlement		479,075			(1,580,252	)
Change in fair value of financial instruments		(6,445,157	)		2,376,824
Change in fair value of rescission liability		1,821,219			(28,847	)
Interest expense		(27,445	)		(23,702	)

Total other income and (expenses), net		(4,172,308	)		(183,977	)

Net profit (loss)	$	(5,547,975	)	$	(2,886,166	)

Weighted average shares outstanding		5,215,468,982			3,847,042,582
Weighted average shares outstanding-diluted		5,215,468,982			3,847,042,582

Net profit (loss) per common share - basic	$	(0.00	)	$	(0.00	)
Net profit (loss) per common share - diluted	$	(0.00	)	$	(0.00	)

																			Additional
	Preferred Stock A						Preferred Stock C						Common Stock						Paid-In			Stock			Accumulated
	Shares			Amount			Shares			Amount			Shares			Amount			Capital			Payable			Deficit			Total
Balance at December 31, 2011		6,312,733		$	6,313			6,014,942		$	6,015			3,598,834,936		$	3,598,835		$	264,112,848		$	1,981,768		$	(288,529,219	)	$	(18,823,440	)

Common stock issued in exchange for consulting services and employee compensation		–			–			–			–			414,343,445			414,344			2,826,695			–			–			3,241,039

Stock Options issued for consulting services		–			–			–			–			–			–			770			–			–			770

Common and preferred stock issued for cash under Regulation D offering		–			–			100,000			100			344,355,238			344,355			327,045			–			–			671,500

Conversion of Preferred A to common		(359,500	)		(360	)		–			–			35,950,000			35,950			(35,590	)		–			–			–

Conversion of Preferred C to common		–			–			(1,705,333	)		(1,706	)		170,533,000			170,533			(168,827	)		–			–			–

Conversion of debt for common		–			–			–			–			142,000,000			142,000			1,813,407			–			–			1,955,407

Imputed interest on related party debt		–			–			–			–			–			–			26,900			–			–			26,900

Common stock repaid by Company		–			–			–			–			50,000,000			50,000			525,000			(575,000	)		–			–

Net income		–			–			–			–			–			–			–			–			4,683,776			4,683,776

Balance at December 31, 2012		5,953,233		$	5,953			4,409,609		$	4,409			4,756,016,619		$	4,756,017		$	269,428,248		$	1,406,768		$	(283,845,442	)	$	(8,244,047	)

Common and preferred stock issued in exchange for consulting services and employee compensation		1,351,667			1,351			–			–			637,000,000			637,000			669,684			–			–			1,308,035

Common and preferred stock issued for cash under Regulation D offering		1,000,000			1,000			900,000			900			191,252,694			191,252			5,446			–			–			198,598

Imputed interest on related party debt		–			–			–			–			–			–			5,792			–			–			5,792

Stock bought back from investors		–			–			–			–			(100,000	)		(100	)		(900	)		–			–			(1,000	)

Common and preferred stock loaned to Company		(3,491,423	)		(3,491	)		(202,412	)		(202	)		(196,000,000	)		(196,000	)		(365,690	)		565,383			–			–

Net income		–			–			–			–			–			–			–			–			(5,547,975	)		(5,547,975	)

Balance at March 31, 2013 (unaudited)		4,813,477		$	4,813			5,107,197		$	5,107			5,388,169,313		$	5,388,169		$	269,742,580		$	1,972,151		$	(289,393,417	)	$	(12,280,597	)