Medistem 10-Q 12 Nov 13 2013 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 12, 2013
Document And Entity Information	'	'
Entity Registrant Name	'MEDISTEM INC.	'
Entity Central Index Key	'0001186519	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-13	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Is Entity a Well-known Seasoned Issuer?	'No	'
Is Entity a Voluntary Filer?	'No	'
Is Entity's Reporting Status Current?	'Yes	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	14,284,787
Document Fiscal Period Focus	'Q3	'
Document Fiscal Year Focus	'2013	'

Balance_Sheets

Balance Sheets (USD $)	Sep. 30, 2013	Dec. 31, 2012
Current Assets:	'	'
Cash and equivalents	$510,886	$6,654
Total current assets	510,886	6,654
Property and equipment, net	1,070	6,983
Total assets	511,956	13,637
Current Liabilities:	'	'
Accounts payable	222,520	64,443
Estimated payroll tax and employee withholdings	60,626	47,927
Current portion of convertible debt	246,252	25,000
Total current liabilities	529,398	137,370
Convertible Debt, less current portion (including related party amounts of $558,521 and $258,521 at September 30, 2013 and December 31, 2012, respectively)	568,906	261,209
Total liabilities	1,098,304	398,579
Commitments and contingencies	'	'
Stockholders' deficit:	'	'
Preferred stock, $0.0001 par value, 200,000,000 shares authorized	0	0
Common stock, $0.0001 par value, 300,000,000 shares authorized, 14,084,787 and 13,257,802 issued and outstanding at September 30, 2013 and December 31, 2012, respectively	1,397	1,326
Additional paid-in capital	13,577,690	12,922,946
Accumulated deficit	-14,165,435	-13,309,214
Total stockholders' deficit	-586,348	-384,942
Total liabilities and stockholders' deficit	$511,956	$13,637

Balance_Sheets_Parenthetical

Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]	'	'
Convertible debt, related party	$558,521	$258,521
Preferred stock par value	$0.00	$0.00
Preferred stock shares authorized	200,000,000	200,000,000
Common stock par value	$0.00	$0.00
Common stock shares authorized	300,000,000	300,000,000
Common stock shares issued	14,084,787	13,257,802
Common stock shares outstanding	14,084,787	13,257,802

Statements_of_Operations

Statements of Operations (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Statement [Abstract]	'	'	'	'
Revenues	$10,000	$0	$10,000	$0
Operating expenses	'	'	'	'
Research and development	65,354	117,404	274,637	418,594
General and administrative	201,437	84,816	569,711	336,057
Total operating expenses	266,791	202,220	844,348	754,651
Operating loss	-256,791	-202,220	-834,348	-754,651
Interest expense	-10,169	-3,334	-21,874	-13,662
Net loss	($266,960)	($205,554)	($856,222)	($768,313)
Net loss per common share:	'	'	'	'
Basic and diluted	($0.02)	($0.03)	($0.06)	($0.10)
Weighted average common shares outstanding	'	'	'	'
Basic and diluted	13,706,401	8,170,401	13,495,344	7,953,310

Statements_of_Cash_Flows

Statements of Cash Flows (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash flows from operating activities:	'	'
Net Loss	($856,222)	($768,313)
Adjustment to reconcile net loss to net cash used in operating activities:	'	'
Depreciation	5,915	5,915
Non-cash interest on convertible debt	16,449	13,662
Stock based compensation	287,613	119,799
Changes in assets and liabilities:	'	'
Estimated payroll tax and employee withholdings	12,700	15,362
Other current assets	0	20,000
Accounts payable	158,077	43,861
Net cash used in operating activities	-375,468	-549,714
Cash flows from investing activities:	'	'
Purchase of computer equipment	0	-495
Net cash used in investing activities	0	-495
Cash flows from financing activities:	'	'
Proceeds from issuance of convertible notes	512,500	200,000
Proceeds from issuance of equity securities	367,200	298,420
Net cash provided by financing activities	879,700	498,420
Net increase (decrease) in cash	504,232	-51,789
Cash beginning of year	6,654	86,762
Cash end of period	$510,886	$34,973

1_Nature_of_Business_and_Basis

1. Nature of Business and Basis of Presentation	9 Months Ended
	Sep. 30, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
1. Nature of Business and Basis of Presentation	'
	Medistem Inc. ( the “Company”) was organized under the laws of the State of Nevada as SCG Holdings, Inc. On November 4, 2005, SCG Holdings filed with the Secretary of State of Nevada an amendment to its Articles of Incorporation to effect a corporate name change to “Medistem Laboratories, Inc.”
	On July 14, 2008, the Company filed with the Secretary of State of Nevada an amendment to its Articles of Incorporation to effect a corporate name change to Medistem Inc.
	The Company’s primary business objective is the discovery, development, and commercialization of adult stem cell products that address serious medical conditions.
	The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and applicable sections of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments necessary to make the financial statements not misleading have been included. The balance sheet as of September 30, 2012 was derived from our audited financial statements. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. For further information, refer to our Report on Form 10 for the year ended December 31, 2012, which includes audited financial statements and footnotes as of December 31, 2012 and for the years ended December 31, 2012 and 2011.

2_Liquidity

2. Liquidity	9 Months Ended
	Sep. 30, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
2. Liquidity	'
	The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business. The Company incurred a net loss of $856,222 in the nine month period ended September 30, 2013 and has a negative working capital of $18,512 and an accumulated deficit of $14,165,435 at September 30, 2013. The audit report dated July 8, 2013 from the Company’s independent registered public accounting firm indicated that the Company’s recurring losses from operations, negative working capital, significant accumulated deficit and lack of current sources of revenue raise substantial doubt about the Company’s ability to continue as a going concern. A significant amount of additional capital will be necessary to advance the development of the Company’s products to the point at which they may become commercially viable. The Company intends to fund operations, working capital and other cash requirements (consisting of accounts payable, accrued liabilities, amounts due to related parties and amounts due under various notes payable) for the fiscal year ending December 31, 2013 through debt and/or equity financing arrangements.
	The Company is currently addressing the liquidity issue by seeking additional investment capital through private placements of common stock and debt. The Company believes cash on hand and funds expected to be received from additional private investment will be sufficient to meet liquidity needs for fiscal 2013. However, no assurance can be given that the Company will receive any funds in addition to the funds it has received to date.
	The successful outcome of future activities cannot be determined at this time and there is no assurance that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.
	The financial statements do not include any adjustments related to this uncertainty and as to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

3_Significant_Accounting_Polic

3. Significant Accounting Policies	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
3. Significant Accounting Policies	'
	USE OF ESTIMATES
	The Company prepares financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, among others, revenue recognition, realization of long-lived assets, valuation of derivative liabilities, estimating fair value associated with debt and equity transactions and valuation of deferred tax assets. Actual results could differ from those estimates.
	CASH AND CASH EQUIVALENTS
	Accounting standards define "cash and cash equivalents" as any short-term, highly liquid investment that is both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. For the purpose of financial statement presentation, the Company considers all highly liquid investment instruments with original maturities of three months or less when purchased, or any investment redeemable without penalty or loss of interest, to be cash equivalents. As of September 30, 2013, the Company had no assets that were classified as cash equivalents.
	PROPERTY AND EQUIPMENT
	Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the respective assets, generally three to five years. Leasehold improvements are amortized on a straight-line basis over the shorter of the assets' useful lives or lease terms.
	INTELLECTUAL PROPERTY
	The Company expenses all of its patent-related costs and therefore does not carry any costs related to its intellectual property on its balance sheet.
	FAIR VALUE OF FINANCIAL INSTRUMENTS
	The carrying amount of the Company’s cash, accounts payable and accrued liabilities approximates their estimated fair values due to the short-term maturities of those financial instruments. The carrying amount of the notes payable approximates their fair value due to the short maturity of the notes and as the interest rate approximates current market interest rates for similar instruments.
	The Company does not have any assets or liabilities that are measured at fair value on a recurring or non-recurring basis.
	CONCENTRATIONS OF CREDIT RISKS
	Cash is maintained at two financial institutions in two checking accounts. As of September 30, 2013, the Federal Deposit Insurance Corporation’s maximum level of deposit insurance at financial institutions was $250,000. The Company’s cash balances were above such insured amounts at September 30, 2013.
	INCOME TAXES
	The Company follows the provisions of Accounting Standards Codification (“ASC”) topic 740-10-5, "Accounting for Income Taxes" which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. As the Company is in a significant net operating loss position, a valuation allowance has been recorded for all deferred tax assets as of September 30, 2013.
	LONG-LIVED ASSETS
	ASC 360 "Impairment or Disposal of Long-Lived Assets" requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
	The Company evaluates its long-lived assets for impairment annually or whenever changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts exceed the fair values of the assets. Assets to be disposed of are reported at the lower of carrying values or fair values, less costs of disposal.
	LOSS PER COMMON SHARE
	Basic loss per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued, if such additional common shares were dilutive. As the Company had net losses for all periods presented, basic and diluted loss per common share are the same, since any potential common shares, have been excluded as their effect would be antidilutive.
	As of September 30, 2013 an aggregate of 6,691,688 potential common shares related to outstanding convertible debt, stock options and warrants were excluded from the computation of diluted loss per share as their effect would have been antidilutive.
	REVENUE RECOGNITION
	The Company recognizes revenues when such revenues are earned in accordance with the relevant agreements.
	STOCK BASED COMPENSATION
	The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation" (“ASC 718”). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model.
	The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model.
	In accordance with ASC 718, restricted stock awards are measured at their grant date fair value. All restricted shares to employees and non-employees granted in 2012 were granted for nominal consideration, therefore their fair value was equal to the fair value on the date of issuance. The estimated fair value of the restricted stock of $0.20 per share is being recognized as compensation expense on a straight-line basis over the vesting period of five years.
	The Company accounts for employee share-based payment awards classified as equity awards using the grant-date fair value method. The fair value of share-based payment transactions is recognized as an expense over the requisite service period, net of estimated forfeitures. The Company estimates forfeitures based on historical experience and anticipated future conditions.
	When stock options are granted as consideration for services provided by consultants and other non-employees, the grant is accounted for based on the fair value of the consideration received or the fair value of the stock options issued, whichever is more reliably measurable. The fair value of the options granted is measured on a final basis at the end of the related service period and is recognized over the related service period using the accelerated method.
	SIGNIFICANT RECENT ACCOUNTING PRONOUNCEMENTS
	Management has evaluated significant recent accounting pronouncements that are not yet effective for the Company and does not believe any such pronouncements will have a significant effect on the Company’s present or future financial statements.

4_Property_and_Equipment

4. Property and Equipment	9 Months Ended
	Sep. 30, 2013
Property, Plant and Equipment [Abstract]	'
4. Property and Equipment	'
	Property and equipment consists of the following:
		September 30,			December 31,
		2013			2012
	Lab equipment	$	23,250		$	23,250
	Office and computer equipment		8,182			8,182
	Software	$	8,000		$	8,000
	Total Property and equipment		39,432			39,432
	Less: accumulated depreciation		(38,362	)		(32,449	)
	Property and equipment, net	$	1,070		$	6,983
	Depreciation expense was $5,915 for both the nine months ended September 30, 2013 and 2012, respectively.

5_Current_Liabilities

5. Current Liabilities	9 Months Ended
	Sep. 30, 2013
Payables and Accruals [Abstract]	'
5. Current Liabilities	'
	Current liabilities consist of the following:
		September 30,		December 31,
		2013		2012
	Accounts Payable	$	222,520	$	64,443
	Current Portion of Convertible Debt		246,252		25,000
	Estimated payroll tax and employee withholdings		60,626		47,927
	Accounts payable and other current liabilities	$	529,398	$	137,370
	The accounts payable balances reflect monies owed to the following: contract research organization overseeing the CHF trial being conducted at the Bakulev Scientific Center for Cardiovascular Surgery, intellectual property counsel, corporate legal counsel, auditors and credit cards. As of September 30, 2013, we owed accrued payroll taxes of $60,626 to various governmental authorities. This amount remains unpaid. We may face significant penalties and our operations could be harmed should the U.S. government or other tax bodies exercise their various available enforcement remedies to collect the unpaid payroll taxes.

6_Convertible_Debt

6. Convertible Debt	9 Months Ended
	Sep. 30, 2013
Debt Disclosure [Abstract]	'
6. Convertible Debt	'
	Convertible debt consists of the following:
		30-Sep-13						31-Dec-12
		Principal			Accrued			Principal		Accrued
		Balance			Interest			Balance		Interest
	5% Notes Payable	$	87,500		$	6,696		$	75,000	$	3,209
	6% Notes Payable		700,000			20,962			200,000		8,000
	Total	$	787,500		$	27,658		$	275,000	$	11,209
	Further information on the 5% Notes Payable and the 6% Notes Payable is presented in the following table:
		30-Sep-13			31-Dec-12
	5% Notes
	On February 6, 2013, the Company issued, in a private placement, at par, a $2,500 two-year, unsecured, convertible note bearing interest at 5% per annum to Vladimir Zaharchook-Williams, the Company’s Vice Chairman.  The note can be converted into 7,143 shares of common stock at any time. Cumulative accrued interest was $96 as of September 30, 2013.		2,500			–
	On January 17, 2013, the Company issued, in a private placement, at par, a $10,000 two-year, unsecured, convertible note bearing interest at 5% per annum to an accredited investor.  The note can be converted into 8,333 shares of common stock at any time. Cumulative accrued interest was $385 as of September 30, 2013.		10,000			–
	On October 15, 2012, the Company issued, in a private placement, at par, a $50,000 two-year, unsecured, convertible note bearing interest at 5% per annum to Randber, LLC, an entity controlled by Mr. Zaharchook-Williams. The note can be converted into 142,858 shares of common stock at any time. Cumulative interest accrued was $2,463 as of September 30, 2013.		50,000			50,000
	On December 6, 2010, the Company issued, in a private placement, at par, a $25,000 two-year convertible note bearing interest at 5% per annum to an accredited investor.  In December 2012, the Company entered into an Extension Agreement with the holder of the note.  The Extension Agreement provided for the extension of the maturity date to December 2013. Cumulative interest accrued was $3,752 as of September 30, 2013.		25,000			25,000
	Total 5% Notes		87,500			75,000
	6% Notes
	On August 19, 2013, the Company issued, in a private placement, at par, a $500,000 two-year, unsecured, convertible note bearing interest at 6% per annum to Randber, LLC, an entity controlled by Vladimir Zaharchook-Williams, the Company’s Vice Chairman. The use of these funds is restricted. Prior to the use of these funds approval by Vladimir Zaharchook-Williams, or his registered assigns, is required. If the Company violates this restriction, the note shall become payable on demand. Provided, however, that to the extent any portion of the principal of this note is converted into stock or is repaid, an amount of the funds equal to such portion of the principal shall thereby automatically become unrestricted and shall be freely usable by the Company without any further requirement that Mr. Zaharchook-Williams' approval be obtained. The note can be converted into 1,000,000 shares of common stock at any time. Cumulative accrued interest was $3,462 as of September 30, 2013.		500,000			–
	On May 1, 2012, the Company issued, in a private placement, at par, a total of $200,000, two-year, unsecured, convertible notes bearing interest at 6% per annum to two accredited investors.  The holders can convert the principal and interest to common shares at a conversion price of $1.20 per share. Cumulative interest accrued was $17,500 as of September 30, 2013.		200,000			200,000
	Total 6% Notes		700,000			200,000
	Total Debt	$	787,500		$	275,000
	Less: Current portion of Convertible Debt Principal		(225,000	)		(25,000	)
	Long-term Portion of Convertible Debt Principal	$	562,500		$	250,000
	Interest expense associated with the convertible debt was $16,449 and $4,334 for the nine months ended September 30, 2013 and 2012 respectively. At September 30, 2013, the accrued interest balance on the 5% convertible notes and 6% convertible notes was 27,658 .

7_Equity_Transactions

7. Equity Transactions	9 Months Ended
	Sep. 30, 2013
Stockholders' deficit:	'
7. Equity Transactions	'
	During the nine months ended September 30, 2013, the Company received gross proceeds totaling $367,200 in exchange for: (i) 27,084 shares of common stock sold at $1.20 per share; (ii) 7,000 shares of common stock sold at $1.00 per share, (iii) pursuant to a warrant exercise, 50,000 shares of common stock sold at $0.75 per share, (iv) 200,000 shares of common stock sold at $0.500 per share, (v) pursuant to a warrant exercise, 310,400 shares of common stock sold at $0.50 per share, (vi) pursuant to a warrant exercise, 100,000 shares of common stock sold at $0.35 per share.
	During the nine and three months ended September 30, 2013, the Company recorded $26,500 and $6,500 of non-cash compensation expense associated with issuance of shares, respectively. The expenses were related to the April 2013 issuance of 100,000 shares of common stock to a consultant and an August 2013 issuance of 32,500 shares to an employee. During the nine and three months ended September 30, 2012, the Company recorded $14,800 and $14,800 of non-cash compensation respectively, relating to the July 2012 issuance of 74,000 shares issued to two consultants.
	During the nine months ended September 30, 2013, the Company recorded $132,444 of non-cash compensation expense related to a restricted stock award issued in 2012. The unamortized portion on non-cash compensation expense related to restricted stock at September 30, 2013 was $662,217.
	Stock Options Granted During 2013
	During the nine months ended September 30, 2013, the Company issued an aggregate of 2,273,000 stock options to various employees, directors and consultants. The options have an exercise price of $0.35 per share, expire in ten years (or earlier in the event of termination) and are subject to vesting schedules tailored to the individual grant.
	The Company estimated that the aggregate fair value of options issued during the nine months ended September 30, 2013 totaled $271,993 based on the Black-Scholes-Merton option pricing model using the following estimates: 2% risk free rate, dividend yield of nil, 113% volatility, and expected lives of 2.5 years. The Company is expensing all stock options on a straight line basis over their respective vesting periods. Typically, volatility would be based on actual trading volume. However, given the relative lack of volume, the Company developed and used an estimate of volatility of 113% based on a representative sample of peer companies.
	Summary of Stock Options
	A summary of stock option transactions follows:
						Weighted		Weighted Average		Aggregate
			Number			Average		Remaining		Intrinsic Value
			Of			Exercise		Contractual Term		(In-The-Money)
			Shares			Price		(In Years)		Options
	Outstanding at December 31, 2012			1,873,748		$	0.61		3.04		–
		Issued		2,273,000			0.35
		Exercised		–
		Cancelled		–
		Expired		(100,000	)		1.25
	Outstanding at September 30, 2013			4,046,748		$	0.44		6.31		–
	Exercisable at September 30, 2013			2,516,948		$	0.51		4.69		–
	At September 30, 2013 total compensation cost related to non-vested option awards not yet recognized totaled $144,154 with a weighted average remaining vesting period of 1.7 years. The following summarizes the Company's outstanding options and their respective exercise prices at September 30, 2013:
	Exercise		Number of
	Price		Shares
	$	0.30 - 0.35		3,948,748
	$	3		80,000
	$	10		14,000
	$	12.5		4,000
	Outstanding at September 30, 2013			4,046,748
	Warrant Activity
	A summary of warrant activity is as follows for the nine months ended September 30, 2013:
						Weighted		Weighted Average
			Number			Average		Remaining
			Of			Exercise		Contractual Term
			Shares			Price		(In Years)
	Outstanding at December 31, 2012			1,330,000		$	1.28		3.42
		Issued		180,800			0.35
		Exercised		(300,800	)		0.5
		Cancelled		–			–
		Expired		(10,000	)		1.38
	Outstanding at September 30, 2013			1,200,000		$	1.41		2.68
	Exercisable at September 30, 2013			1,200,000		$	1.41		2.68

8_Subsequent_Events

8. Subsequent Events	9 Months Ended
	Sep. 30, 2013
Subsequent Events [Abstract]	'
8. Subsequent Events	'
	On October 30, 2013, the Company issued 100,000 shares of common stock to an accredited investor upon the exercise of an option with an exercise price of $0.18 per share
	On October 7, 2013, the Company issued 200,000 shares of common stock to an accredited investor for $100,000 in cash.

3_Significant_Accounting_Polic1

3. Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
USE OF ESTIMATES	'
	USE OF ESTIMATES
	The Company prepares financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, among others, revenue recognition, realization of long-lived assets, valuation of derivative liabilities, estimating fair value associated with debt and equity transactions and valuation of deferred tax assets. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS	'
	CASH AND CASH EQUIVALENTS
	Accounting standards define "cash and cash equivalents" as any short-term, highly liquid investment that is both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. For the purpose of financial statement presentation, the Company considers all highly liquid investment instruments with original maturities of three months or less when purchased, or any investment redeemable without penalty or loss of interest, to be cash equivalents. As of September 30, 2013, the Company had no assets that were classified as cash equivalents.
PROPERTY AND EQUIPMENT	'
	PROPERTY AND EQUIPMENT
	Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the respective assets, generally three to five years. Leasehold improvements are amortized on a straight-line basis over the shorter of the assets' useful lives or lease terms.
INTELLECTUAL PROPERTY	'
	INTELLECTUAL PROPERTY
	The Company expenses all of its patent-related costs and therefore does not carry any costs related to its intellectual property on its balance sheet.
FAIR VALUE OF FINANCIAL INSTRUMENTS	'
	FAIR VALUE OF FINANCIAL INSTRUMENTS
	The carrying amount of the Company’s cash, accounts payable and accrued liabilities approximates their estimated fair values due to the short-term maturities of those financial instruments. The carrying amount of the notes payable approximates their fair value due to the short maturity of the notes and as the interest rate approximates current market interest rates for similar instruments.
	The Company does not have any assets or liabilities that are measured at fair value on a recurring or non-recurring basis.
CONCENTRATIONS OF CREDIT RISKS	'
	CONCENTRATIONS OF CREDIT RISKS
	Cash is maintained at two financial institutions in two checking accounts. As of September 30, 2013, the Federal Deposit Insurance Corporation’s maximum level of deposit insurance at financial institutions was $250,000. The Company’s cash balances were above such insured amounts at September 30, 2013.
INCOME TAXES	'
	INCOME TAXES
	The Company follows the provisions of Accounting Standards Codification (“ASC”) topic 740-10-5, "Accounting for Income Taxes" which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. As the Company is in a significant net operating loss position, a valuation allowance has been recorded for all deferred tax assets as of September 30, 2013.
LONG-LIVED ASSETS	'
	LONG-LIVED ASSETS
	ASC 360 "Impairment or Disposal of Long-Lived Assets" requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
	The Company evaluates its long-lived assets for impairment annually or whenever changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts exceed the fair values of the assets. Assets to be disposed of are reported at the lower of carrying values or fair values, less costs of disposal.
LOSS PER COMMON SHARE	'
	LOSS PER COMMON SHARE
	Basic loss per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued, if such additional common shares were dilutive. As the Company had net losses for all periods presented, basic and diluted loss per common share are the same, since any potential common shares, have been excluded as their effect would be antidilutive.
	As of September 30, 2013 an aggregate of 6,691,688 potential common shares related to outstanding convertible debt, stock options and warrants were excluded from the computation of diluted loss per share as their effect would have been antidilutive.
REVENUE RECOGNITION	'
	REVENUE RECOGNITION
	The Company recognizes revenues when such revenues are earned in accordance with the relevant agreements.
STOCK BASED COMPENSATION	'
	STOCK BASED COMPENSATION
	The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation" (“ASC 718”). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model.
	The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model.
	In accordance with ASC 718, restricted stock awards are measured at their grant date fair value. All restricted shares to employees and non-employees granted in 2012 were granted for nominal consideration, therefore their fair value was equal to the fair value on the date of issuance. The estimated fair value of the restricted stock of $0.20 per share is being recognized as compensation expense on a straight-line basis over the vesting period of five years.
	The Company accounts for employee share-based payment awards classified as equity awards using the grant-date fair value method. The fair value of share-based payment transactions is recognized as an expense over the requisite service period, net of estimated forfeitures. The Company estimates forfeitures based on historical experience and anticipated future conditions.
	When stock options are granted as consideration for services provided by consultants and other non-employees, the grant is accounted for based on the fair value of the consideration received or the fair value of the stock options issued, whichever is more reliably measurable. The fair value of the options granted is measured on a final basis at the end of the related service period and is recognized over the related service period using the accelerated method.
SIGNIFICANT RECENT ACCOUNTING PRONOUNCEMENTS	'
	SIGNIFICANT RECENT ACCOUNTING PRONOUNCEMENTS
	Management has evaluated significant recent accounting pronouncements that are not yet effective for the Company and does not believe any such pronouncements will have a significant effect on the Company’s present or future financial statements.

4_Property_and_Equipment_Table

4. Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2013
Property, Plant and Equipment [Abstract]	'
Property and equipment	'
		September 30,			December 31,
		2013			2012
	Lab equipment	$	23,250		$	23,250
	Office and computer equipment		8,182			8,182
	Software	$	8,000		$	8,000
	Total Property and equipment		39,432			39,432
	Less: accumulated depreciation		(38,362	)		(32,449	)
	Property and equipment, net	$	1,070		$	6,983

5_Current_Liabilities_Tables

5. Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2013
Payables and Accruals [Abstract]	'
Current liabilities	'
		September 30,		December 31,
		2013		2012
	Accounts Payable	$	222,520	$	64,443
	Current Portion of Convertible Debt		246,252		25,000
	Estimated payroll tax and employee withholdings		60,626		47,927
	Accounts payable and other current liabilities	$	529,398	$	137,370

6_Convertible_Debt_Tables

6. Convertible Debt (Tables)	9 Months Ended
	Sep. 30, 2013
Debt Disclosure [Abstract]	'
Convertible debt	'
		30-Sep-13						31-Dec-12
		Principal			Accrued			Principal		Accrued
		Balance			Interest			Balance		Interest
	5% Notes Payable	$	87,500		$	6,696		$	75,000	$	3,209
	6% Notes Payable		700,000			20,962			200,000		8,000
	Total	$	787,500		$	27,658		$	275,000	$	11,209
Notes payable	'
		30-Sep-13			31-Dec-12
	5% Notes
	On February 6, 2013, the Company issued, in a private placement, at par, a $2,500 two-year, unsecured, convertible note bearing interest at 5% per annum to Vladimir Zaharchook-Williams, the Company’s Vice Chairman.  The note can be converted into 7,143 shares of common stock at any time. Cumulative accrued interest was $96 as of September 30, 2013.		2,500			–
	On January 17, 2013, the Company issued, in a private placement, at par, a $10,000 two-year, unsecured, convertible note bearing interest at 5% per annum to an accredited investor.  The note can be converted into 8,333 shares of common stock at any time. Cumulative accrued interest was $385 as of September 30, 2013.		10,000			–
	On October 15, 2012, the Company issued, in a private placement, at par, a $50,000 two-year, unsecured, convertible note bearing interest at 5% per annum to Randber, LLC, an entity controlled by Mr. Zaharchook-Williams. The note can be converted into 142,858 shares of common stock at any time. Cumulative interest accrued was $2,463 as of September 30, 2013.		50,000			50,000
	On December 6, 2010, the Company issued, in a private placement, at par, a $25,000 two-year convertible note bearing interest at 5% per annum to an accredited investor.  In December 2012, the Company entered into an Extension Agreement with the holder of the note.  The Extension Agreement provided for the extension of the maturity date to December 2013. Cumulative interest accrued was $3,752 as of September 30, 2013.		25,000			25,000
	Total 5% Notes		87,500			75,000
	6% Notes
	On August 19, 2013, the Company issued, in a private placement, at par, a $500,000 two-year, unsecured, convertible note bearing interest at 6% per annum to Randber, LLC, an entity controlled by Vladimir Zaharchook-Williams, the Company’s Vice Chairman. The use of these funds is restricted. Prior to the use of these funds approval by Vladimir Zaharchook-Williams, or his registered assigns, is required. If the Company violates this restriction, the note shall become payable on demand. Provided, however, that to the extent any portion of the principal of this note is converted into stock or is repaid, an amount of the funds equal to such portion of the principal shall thereby automatically become unrestricted and shall be freely usable by the Company without any further requirement that Mr. Zaharchook-Williams' approval be obtained. The note can be converted into 1,000,000 shares of common stock at any time. Cumulative accrued interest was $3,462 as of September 30, 2013.		500,000			–
	On May 1, 2012, the Company issued, in a private placement, at par, a total of $200,000, two-year, unsecured, convertible notes bearing interest at 6% per annum to two accredited investors.  The holders can convert the principal and interest to common shares at a conversion price of $1.20 per share. Cumulative interest accrued was $17,500 as of September 30, 2013.		200,000			200,000
	Total 6% Notes		700,000			200,000
	Total Debt	$	787,500		$	275,000
	Less: Current portion of Convertible Debt Principal		(225,000	)		(25,000	)
	Long-term Portion of Convertible Debt Principal	$	562,500		$	250,000

7_Equity_Transactions_Tables

7. Equity Transactions (Tables)	9 Months Ended
	Sep. 30, 2013
Stockholders' deficit:	'
Options outstanding	'
						Weighted		Weighted Average		Aggregate
			Number			Average		Remaining		Intrinsic Value
			Of			Exercise		Contractual Term		(In-The-Money)
			Shares			Price		(In Years)		Options
	Outstanding at December 31, 2012			1,873,748		$	0.61		3.04		–
		Issued		2,273,000			0.35
		Exercised		–
		Cancelled		–
		Expired		(100,000	)		1.25
	Outstanding at September 30, 2013			4,046,748		$	0.44		6.31		–
	Exercisable at September 30, 2013			2,516,948		$	0.51		4.69		–
Options outstanding and exercise prices	'
	Exercise		Number of
	Price		Shares
	$	0.30 - 0.35		3,948,748
	$	3		80,000
	$	10		14,000
	$	12.5		4,000
	Outstanding at September 30, 2013			4,046,748
Warrants outstanding	'
						Weighted		Weighted Average
			Number			Average		Remaining
			Of			Exercise		Contractual Term
			Shares			Price		(In Years)
	Outstanding at December 31, 2012			1,330,000		$	1.28		3.42
		Issued		180,800			0.35
		Exercised		(300,800	)		0.5
		Cancelled		–			–
		Expired		(10,000	)		1.38
	Outstanding at September 30, 2013			1,200,000		$	1.41		2.68
	Exercisable at September 30, 2013			1,200,000		$	1.41		2.68

2_Liquidity_Narrative

2. Liquidity (Narrative) (USD $)	Sep. 30, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Working capital	($18,512)

3_Significant_Accounting_Polic2

3. Significant Accounting Policies (Narrative)	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
Shares excluded from computation of diluted net loss per share	6,691,688

4_Property_and_Equipment_Detai

4. Property and Equipment (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Total property and equipment	$39,432	$39,432
Less: accumulated depreciation	-38,362	-32,449
Property and equipment, net	1,070	6,983
Lab equipment	'	'
Total property and equipment	23,250	23,250
Office and computer equipment	'	'
Total property and equipment	8,182	8,182
Software	'	'
Total property and equipment	$8,000	$8,000

5_Current_Liabilities_Details

5. Current Liabilities (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Payables and Accruals [Abstract]	'	'
Accounts payable	$222,520	$64,443
Estimated payroll tax and employee withholdings	60,626	47,927
Current portion of convertible debt	246,252	25,000
Total current liabilities	$529,398	$137,370

6_Convertible_Debt_Details

6. Convertible Debt (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Convertible debt	$787,500	$275,000
Convertible debt, accrued interest	27,658	11,209
5% Notes Payable	'	'
Convertible debt	87,500	75,000
Convertible debt, accrued interest	6,696	3,209
6% Notes Payable	'	'
Convertible debt	700,000	200,000
Convertible debt, accrued interest	$20,962	$8,000

6_Notes_Payable_Details

6. Notes Payable (Details) (USD $)	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Notes payable	$787,500	$275,000
Less: current portion of Convertible debt principal	-225,000	-25,000
Long-term portion of convertible debt principal	562,500	250,000
Accrued interest	27,658	11,209
5% Notes Payable	'	'
Notes payable	87,500	75,000
Accrued interest	6,696	3,209
5% Notes Payable -1	'	'
Notes payable	2,500	0
Date issued	6-Feb-13	'
Accrued interest	96	'
Maturity date	6-Feb-15	'
Interest rate	5.00%	'
5% Notes Payable -2	'	'
Notes payable	10,000	0
Date issued	17-Jan-13	'
Accrued interest	385	'
Maturity date	17-Jan-15	'
Interest rate	5.00%	'
5% Notes Payable -3	'	'
Notes payable	50,000	50,000
Date issued	15-Oct-12	'
Accrued interest	2,463	'
Maturity date	15-Oct-14	'
Interest rate	5.00%	'
5% Notes Payable -4	'	'
Notes payable	25,000	25,000
Date issued	6-Dec-10	'
Accrued interest	3,752	'
Maturity date	6-Dec-13	'
Interest rate	5.00%	'
6% Notes Payable	'	'
Notes payable	700,000	200,000
Accrued interest	20,962	8,000
6% Notes Payable -1	'	'
Notes payable	500,000	0
Date issued	19-Aug-13	'
Accrued interest	3,462	'
Maturity date	19-Aug-15	'
Interest rate	6.00%	'
6% Notes Payable -2	'	'
Notes payable	200,000	200,000
Date issued	1-May-12	'
Accrued interest	$17,500	'
Maturity date	1-May-14	'
Interest rate	6.00%	'

6_Convertible_Debt_Narrative

6. Convertible Debt (Narrative) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Debt Disclosure [Abstract]	'	'
Interest expense	$16,449	$4,334

7_Option_Transactions_Details

7. Option Transactions (Details) (Options, USD $)	9 Months Ended
	Sep. 30, 2013
Options	'
Number of Shares	'
Options outstanding, beginning balance	1,873,748
Options issued	2,273,000
Options exercised	0
Options cancelled	0
Options expired	-100,000
Options outstanding, ending balance	4,046,748
Options exercisable	2,516,948
Weighted Average Exercise Price	'
Options outstanding, beginning balance	$0.61
Options issued	$0.35
Options expired	$1.25
Options outstanding, ending balance	$0.44
Weighted average exercise price, exercisable	$0.51
Weighted Average Remaining Contractual Term (In Years)	'
Options outstanding, beginning balance	'3 years 14 days
Options outstanding, ending balance	'6 years 3 months 22 days
Weighted average remaining contractual term, exercisable	'4 years 8 months 8 days
Aggregate Intrinsic Value (In-The-Money) Options	'
Options outstanding, beginning balance	'
Options outstanding, ending balance	'
Aggregate intrinsic value, exercisable	'

7_Option_prices_and_shares_out

7. Option prices and shares outstanding (Details)	Sep. 30, 2013	Dec. 31, 2012
$0.30-$0.35	'	'
Options outstanding	3,948,748	'
$3.00	'	'
Options outstanding	80,000	'
$10.00	'	'
Options outstanding	14,000	'
$12.50	'	'
Options outstanding	4,000	'
Options	'	'
Options outstanding	4,046,748	1,873,748

7_Warrant_Activity_Details

7. Warrant Activity (Details) (Warrants, USD $)	9 Months Ended
	Sep. 30, 2013
Warrants	'
Number of Shares	'
Options outstanding, beginning balance	1,330,000
Options issued	180,800
Options exercised	-300,800
Options cancelled	0
Options expired	-10,000
Options outstanding, ending balance	1,200,000
Options exercisable	1,200,000
Weighted Average Exercise Price	'
Options outstanding, beginning balance	1.28
Options issued	$0.35
Options exercised	$0.50
Options expired	$1.38
Options outstanding, ending balance	1.41
Weighted average exercise price, exercisable	$1.41
Weighted Average Remaining Contractual Term (In Years)	'
Options outstanding, beginning balance	'3 years 5 months 1 day
Options outstanding, ending balance	'2 years 8 months 5 days
Weighted average remaining contractual term, exercisable	'2 years 8 months 5 days

7_Equity_Transactions_Narrativ

7. Equity Transactions (Narrative) (USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2012
Equity Transactions Narrative	'	'	'
Proceeds from issuance of equity securities	'	$367,200	$298,420
Non-cash compensation expense associated with issuance of shares	6,500	26,500	'
Non-cash compensation	14,800	14,800	'
Non-cash compensation expense related to restricted stock award	'	132,444	'
Unamortized portion of non-cash compensation expense	662,217	662,217	'
Aggregate fair value of options	271,993	271,993	'
Compensation cost not yet recognized	$144,154	$144,154	'
Weighted average remaining vesting period of unrecognized cost	'	'1 year 8 months 12 days	'