INTELLICELL BIOSCIENCES, INC. FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June ~~September~~ 30, ~~2013~~2014

o TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transitional period from ______ to ______

Commission File No Number: 000-54729

INTELLICELL BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Nevada

91-1966948

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

460 Park Avenue, 17th Floor

New York, New York 10022

(Address of principal executive offices) (and zip code)

(~~646~~212) ~~576~~249-~~8700~~3050

(Registrant's telephone number)

Indicate by check mark whether the registrant (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 ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

	Large accelerated filer o	Accelerated filer o	Non-accelerated filer o
		Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes o No ý

Number of shares of common stock issued and outstanding as of asOctober ~~of November 21~~9, ~~2013~~2014 ~~was~~is ~~316~~3,~~658~~655,~~806~~052,841.

Table of Contents

INTELLICELL BIOSCIENCES, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2943
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	3954
Item 4.	Controls and Procedures.	3954
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	55
Item 1.	Legal Proceedings.	40
Item 1A.	Risk Factors.	57
Item 1A.	Risk Factors.	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	57
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	42
Item 3.	Defaults Upon Senior Securities.	57
Item 3.	Defaults Upon Senior Securities.	42
Item 4.	Mine Safety Disclosures.	57
Item 4.	Mine Safety Disclosures.	42
Item 5.	Other Information.	57
Item 5.	Other Information.	42
Item 6.	Exhibits.	58
Item 6.	Exhibits.	42
Signatures		59
Signatures		43

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Intellicell BioSciences, Inc. and Subsidiary CONDENSED CONSOLIDATED BALANCE SHEETS AS OF ~~SEPTEMBER~~JUNE 30, ~~2013~~2014 (UNAUDITED) AND DECEMBER 31, ~~2012~~2013

	September 30,
				(Restated)
	2013			December 31,
	June 30,			December 31,
	(unaudited)			2012
	2014			2013
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	-—		$	~~10,159~~—
Due from related party		57,497			285,434
Cash, restricted		321,404			—
Other current assets		~~125,000~~—			-9,000
Total Current Assets		~~182~~321,~~497~~404			~~295~~9,~~593~~000
Property and equipment, net		2,~~775~~494,~~770~~651			2,~~797~~670,~~045~~499
Deposit for license agreement, related party		100,000			100,000
OTHER ASSETS:
Financing fees, net		121,~~493~~274			928,~~750~~712
Restricted cash for security deposit		650,000			650,000
Security deposit		525,453			525,453
TOTAL ASSETS	$	3,720,760		$	3,935,388
Total Other Assets		526,727			534,165
TOTAL ASSETS	$	3,342,782		$	3,213,664
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Convertible debentures and accrued interest, net	$	1,725,719		$	1,409,519
Convertible debentures, net of discounts	$	1,178,135		$	452,607
Notes payable and accrued interest, net		1,064,883			477,535
Convertible promissory notes, net of discounts		1,928,583			2,755,986
Accounts payable and accrued expenses		3,697,060			1,888,603
Notes payable		277,100			727,545
Accrued loss on debt conversion		590,437			-
Accounts payable and accrued liabilities		1,005,243			2,609,254
License fee payable		1,222,500			1,222,500
Accrued interest		478,814			388,302
Convertible promissory note and accrued interest		575,000			515,000
License fee payable		922,500			922,500
Advances, related party		238,044			181,858
Deferred rent liability		373,893			372,378
Accrued liabilities, related party		1,455,897			1,388,314
Accrued liabilities, related party, net		381,261			307,621
Total Current Liabilities		10,569,540			7,083,329
Derivative liabilities		9,095,410			6,958,822
Derivative liabilities		6,876			987,020
Total Current Liabilities		15,640,939			15,495,015
TOTAL LIABILITIES		10,576,416			8,070,349
Commitments and contingencies
Commitments and contingencies		-			-
STOCKHOLDERS' DEFICIT:
Series B convertible preferred stock, $0.01 par value, 21,000 shares authorized, 15,058 and 15,058 issued and outstanding at September 30, 2013 and December 31, 2012		151			150
Series B convertible preferred stock, $0.01 par value, 21,000 shares authorized, 15,057 and 15,057 issued and outstanding at June 30, 2014 and December 31, 2013, respectively		151			151
Series C convertible preferred stock, $0.01 par value, 13,000 shares authorized, 7,250 and 7,250 issued and outstanding at September 30, 2013 and December 31, 2012		73			73
Series C convertible preferred stock, $0.01 par value, 13,000 shares authorized, 7,250 and 7,250 issued and outstanding at June 30, 2014 and December 31, 2013, respectively		73			73
Series D convertible preferred stock, $0.01 par value, 500,000 shares authorized, 56,500 and 56,500 issued and outstanding at September 30, 2013 and December 31, 2012		565			565
Series D convertible preferred stock, $0.01 par value, 500,000 shares authorized, 56,500 and 56,500 issued and outstanding at June 30, 2014 and December 31, 2013, respectively		565			565
Common stock, $0.01 par value, 500,000,000 shares authorized, 124,404,170 and 58,545,053 issued and outstanding at September 30, 2013 and December 31, 2012		124,404			58,544
Series F convertible preferred stock, no par value, 51 shares authorized, 51 and 0 issued and outstanding at June 30, 2014 and December 31, 2013, respectively		—			—
Additional paid in capital		37,573,416			33,568,342
Common stock, $0.0001 par value, 3,500,000,000 and 1,500,000,000 shares authorized, 2,580,182,042 and 922,722,023 issued and outstanding at June 30, 2014 and December 31, 2013, respectively		258,018			92,272
Accumulated deficit		(44,554,265	)		(37,762,635	)
Additional paid in capital		48,607,989			41,256,261
TOTAL STOCKHOLDERS' DEFICIT		(6,855,656	)		(4,134,961	)
Accumulated deficit		(61,164,953	)		(53,630,673	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	3,720,760		$	3,935,388
TOTAL STOCKHOLDERS' DEFICIT		(12,298,157	)		(12,281,351	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	3,342,782		$	3,213,664

The accompanying notes are an integral part of these condensed consolidated financial statements

Table of Contents

Intellicell BioSciences, Inc. and Subsidiary
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For The Three Months Ended						For The Six Months Ended
	June 30			June 30			June 30			June 30
	2014			2013			2014			2013
REVENUES:
Revenues - related party	$	32,500		$	—		$	65,000		$	—
TOTAL REVENUES		32,500			—			65,000			—

COST OF GOODS SOLD:
Cost of goods sold		2,926			—			7,545			—
TOTAL COST OF GOODS SOLD		2,926			—			7,545			—

GROSS PROFIT		29,574			—			57,455			—

OPERATING EXPENSES:
Research and development		90,500			344,725			270,500			501,803
Sales and marketing		26,380			—			34,530			4,828
General and administrative		811,613			547,473			1,792,851			1,263,119
Employee stock based compensation		342,135			342,135			684,270			702,495
Non-employee stock based compensation		—			—			93,333			300,000
TOTAL OPERATING EXPENSES		1,270,628			1,234,333			2,875,484			2,772,245

LOSS FROM OPERATIONS		(1,241,054	)		(1,234,333	)		(2,818,029	)		(2,772,245	)

OTHER INCOME (EXPENSE):
Income/(Loss) on conversion of debt to equity		32,929			(2,845,458	)		432,691			(2,845,458	)
Interest expense		(93,446	)		(48,749	)		(377,376	)		(93,645	)
Other income (expense)		—			—			(135,258	)		—
Financing costs		(1,334,460	)		(37,100	)		(18,454,450	)		(167,750	)
Change in fair value of derivative liabilities		5,342,086			249,565			13,818,141			904,563
TOTAL OTHER (EXPENSE) INCOME		3,947,109			(2,681,742	)		(4,716,252	)		(2,202,290	)

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		2,706,055			(3,916,075	)		(7,534,281	)		(4,974,535	)

Provision for income taxes		—			—			—			—

NET INCOME (LOSS)		2,706,055			(3,916,075	)	$	(7,534,281	)	$	(4,974,535	)

INCOME (LOSS) PER SHARE:
Basic	$	0.00		$	(0.06	)	$	(0.00	)	$	(0.08	)
Diluted	$	0.00		$	(0.06	)	$	(0.00	)	$	0.08

WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic		2,237,459,605			65,540,474			1,830,159,998			62,920,596
Diluted		23,779,489,866			65,540,474			1,830,159,998			62,920,596

~~Intellicell~~The ~~BioSciences,~~accompanying ~~Inc.~~notes ~~CONSOLIDATED~~are ~~STATEMENTS~~an OFintegral ~~OPERATIONS~~part ~~(UNAUDITED)~~of ~~FOR~~these condensed ~~THE~~consolidated ~~NINE~~financial ~~MONTHS ENDED SEPTEMBER 30, 2013 AND 2012~~statements

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
NET REVENUES:
Revenues	$	-		$	2,073		$	-		$	20,942
Revenues - related party		-			184,000			-			334,000
TOTAL NET REVENUES		-			186,073			-			354,942
COST OF GOODS SOLD:
Cost of goods sold		-			137,394			-			314,641
TOTAL COST OF GOODS SOLD		-			137,394			-			314,641
GROSS PROFIT		-			48,679			-			40,301
OPERATING EXPENSES:
Research and development		14,587			76,221			516,390			199,670
Sales and marketing		1,096			2,305			5,924			275,822
General and administrative		907,111			948,020			2,170,230			2,051,147
Employee stock based compensation		342,135			667,265			1,044,630			2,525,724
Non-employee stock based compensation		-			78,593			300,000			8,105,947
TOTAL OPERATING EXPENSES		1,264,929			1,772,404			4,037,174			13,158,310
LOSS FROM OPERATIONS		(1,264,929	)		(1,723,725	)		(4,037,174	)		(13,118,009	)
OTHER INCOME (EXPENSE):
Loss on conversion of debt to equity		283,174			-			(2,562,284	)		-
Interest expense		(54,903	)		(38,903	)		(148,548	)		(174,041	)
Stock based financing costs		-			(1,037,000	)		-			(1,037,000	)
Financing costs		(856,019	)		(55,650	)		(1,023,769	)		(74,200	)
Change in fair value of derivative liabilities		75,581			1,112,314			980,144			14,193,008
TOTAL OTHER INCOME (EXPENSE)		(552,167	)		(19,239	)		(2,754,457	)		12,907,767
LOSS BEFORE INCOME TAXES		(1,817,096	)		(1,742,964	)		(6,791,631	)		(210,242	)
Provision for income taxes		-			-			-			-
NET LOSS	$	(1,817,096	)	$	(1,742,964	)	$	(6,791,631	)	$	(210,242	)
LOSS PER SHARE:
Basic and diluted	$	(0.02	)	$	(0.05	)	$	(0.09	)	$	(0.01	)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic and diluted		107,883,264			32,627,419			77,951,031			27,748,393

~~The~~Intellicell ~~accompanying~~BioSciences, ~~notes~~Inc. ~~are~~and anSubsidiary ~~integral~~UNAUDITED ~~part~~CONDENSED ofCONSOLIDATED ~~these~~STATEMENTS ~~consolidated~~OF ~~financial~~CASH ~~statements~~FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

	June 30,			June 30,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(7,534,281	)	$	(4,974,535	)
Adjustment to reconcile change in net loss to net cash used in operating activities:
Common stock issued for consulting services		—			—
Income recognized on conversion of debt to common equity		(432,691	)		—
Employee stock compensation		684,270			702,495
Loss on conversion of accounts payable to common stock		—			2,845,458
Depreciation and amortization expense		206,405			181,453
Amortization of financing costs		7,438			92,750
Amortization of Debt Discounts		1,902,727
Financing costs		16,014,149			75,000
Interest from original issue discount on convertible debentures		100,000			1,126
Change in fair value of derivative liabilities		(13,818,141	)		(904,563	)
Guaranteed interest on convertible promissory notes		46,430			—
Promissory notes issued for services rendered		115,783			—
Stock compensation issued for services in excess of proceeds		328,459			300,000
Changes in operating assets and liabilities:
Other current assets		9,000			—
Accounts payable and accrued expenses		(201,459	)		825,682
Accrued interest		325,717			77,519
License fee payable		—			—
Deferred income		—			—
Deferred rent		1,515			—
Accrued liabilities, related party		73,640			251,940

NET CASH USED IN OPERATING ACTIVITIES		(2,171,039	)		(525,675	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(30,557	)		(4,271	)

NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES		(30,557	)		(4,271	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible debentures		2,587,000			—
Proceeds from issuance of notes payable, net		30,000			225,000
Principal payments towards notes payable		(94,000	)		—
Proceeds from related party advances		—			274,893
Proceeds from sale of common stock		—			20,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		2,523,000			519,893
Net increase (decrease) in cash		321,404			(10,053	)

Cash, beginning of the period		—			10,159

Cash, end of the period	$	321,404		$	106

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	15,000
Cash paid for taxes	$	524		$	—

NON-CASH ACTIVITIES:
Conversion of principal of convertible debentures to common stock	$	666,472		$	—
Conversion of principal of convertible promissory notes to common stock	$	1,052,716		$	—
Conversion of accrued interest to common stock	$	218,847		$	—
Return and re-issuance of common stock for related party liabilities	$	79,227		$	—
Common stock mistakenly returned	$	28		$	—
Issuance of convertible promissory notes in lieu of accrued salaries, related parties	$	80,000		$	—
Assignment of convertible promissory note to convertible debenture	$	500,000		$	—
Conversion of Accounts Payable and Accrued Expenses to Common Stock		—			567,542
Conversion of note payable to common stock		—			500,000
Original Issue discount attributed with a note payable		—			11,111
Issuance of convertible debentures in lieu of accounts payable	$	1,427,877		$	—

~~Table~~The accompanying notes are an integral part of ~~Contents~~these condensed consolidated financial statements

~~Intellicell BioSciences Inc. and Subsidiaries CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013~~5

	Convertible Series B Preferred Stock				Convertible Series C Preferred Stock				Convertible Series D Preferred Stock				Common Stock				Additional Paid In		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balances, December 31, 2012		15,058	$	151		7,250	$	73		56,500	$	565		58,545,053	$	58,544	$	33,568,342	$	(37,762,634	)	$	(4,134,959	)
Proceeds from sales of common stock at $0.15 per share		-		-		-		-		-		-		133,333		133		19,867		-			20,000
Stock-based compensation expense related to employee stock options		-		-		-		-		-		-		-		-		1,044,630		-			1,044,630
Stock issued for professional services at fair market value		-		-		-		-		-		-		2,000,000		2,000		298,000		-			300,000
Compensation expense related to the issuance of warrants		-		-		-		-		-		-		-		-		75,000		-			75,000
Stock issued for the payment of accounts payable		-		-		-		-		-		-		58,766,171		58,767		2,480,624		-			2,539,391
Stock issued in settlement of facility fee due to Ironridge		-		-		-		-		-		-		4,959,613		4,960		86,953		-			91,913
Net loss for the nine months ended September 30, 2013		-		-		-		-		-		-								(6,791,631	)		(6,791,631	)
Balances, September 30, 2013		15,058	$	151		7,250	$	73		56,500	$	565		124,404,170	$	124,404	$	37,573,416	$	(44,554,265	)	$	(6,855,656	)

IntelliCell BioSciences Inc. and Subsidiary

~~The~~NOTES ~~accompanying~~TO ~~notes~~CONDENSED ~~are~~CONSOLIDATED ~~an integral part of these consolidated financial statements~~FINANCIAL STATEMENTS

5(Unaudited)

~~Table~~1. Description of ~~Contents~~Business

~~Intellicell BioSciences, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012~~Formation

	For the Nine Months Ended
	September 30,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,791,631	)	$	(210,242	)
Adjustment to reconcile change in net loss to net cash used in operating activities:
Stock compensation issued for services in excess of proceeds		300,000			9,142,947
Employee stock compensation		1,044,630			2,525,724
Loss on conversion of accounts payable to common stock		2,562,284			-
Depreciation expense		300,433			135,907
Amortization of financing costs		80,257			74,200
Financing costs		166,912			-
Interest from original issue discount on convertible debentures		-			72,141
Change in fair value of derivative liabilities		(980,144	)		(14,193,008	)
Accrued interest on notes		148,548			-
Notes issued for services rendered		265,000			-
Changes in operating assets and liabilities:
Accounts receivable		-			(334,000	)
Accounts payable and accrued expenses		2,122,335			1,250,664
Deferred income		-			720,000
Accrued liabilities, related party		341,250			258,715
NET CASH USED IN OPERATING ACTIVITIES		(440,126	)		(556,952	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Advances to related party		227,937			(37,627	)
Purchase of property and equipment		(279,156	)		(2,460,438	)
NET CASH USED IN INVESTING ACTIVITIES		(51,219	)		(2,498,065	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible debentures		-			387,400
Proceeds from issuance of notes payable, net		425,000			200,167
Proceeds from (repayments to) related party advances		56,186			37,159
Proceeds from sale of Series D convertible preferred stock, net of fees		-			230,000
Proceeds from sale of common stock		-			2,044,250
Bank overdraft		-			45,847
NET CASH PROVIDED BY FINANCING ACTIVITIES		481,186			2,944,823
Net decrease in cash		(10,159	)		(110,194	)
Cash, beginning of year		10,159			110,194
Cash, end of year	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	15,000
NON-CASH ACTIVITIES:
Common stock issued for loss on conversion to accounts payable	$	1,971,848		$	-
Conversion of accounts payable and accrued expenses to common stock	$	587,542		$	500,000
Monies owed on Convertible Debenture	$	125,000		$	-
Shares issued in conjunction with the stock exchange agreement	$	-		$	1,037,000
Conversion of convertible debenture and accrued interest to common stock	$	-		$	103,648

IntelliCell Biosciences Inc., a New York corporation, was formed under the name Regen Biosciences, Inc. on August 13, 2010 as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On February 17, 2011, Regen Biosciences, Inc. changed its name to IntelliCell BioSciences Inc. (“IntelliCell”). To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded “IntelliCell™”) containing adipose stem cells that can be performed in tissue processing centers and in doctors’ offices.

~~The~~In ~~accompanying~~conjunction ~~notes~~with ~~are~~the anformation ~~integral~~of IntelliCell (formerly Regen Biosciences, Inc.), a shareholder contributed, as part of ~~these~~his ~~consolidated~~initial ~~financial~~capital ~~statements~~contribution, one hundred percent (100%) of the outstanding stock of Tech Stem Inc., a New York corporation (“Tech Stem”) originally formed on May 24, 2010. Tech Stem’s business is the sourcing, sales and distribution of laboratory equipment and supplies utilized in tissue processing related to IntelliCell’s technologies.

6Reverse Merger

~~Table~~On April 27, 2011, IntelliCell and Media Exchange Group, Inc. (“MEG”) entered into an Agreement and Plan of ~~Contents~~Merger which was amended on June 3, 2011 (the “Merger Agreement”). Under the terms of the Merger Agreement, a subsidiary of MEG (“Merger Sub”) merged into IntelliCell. The Merger Sub ceased to exist as a corporation and IntelliCell continued as the surviving corporate entity. As a result of the merger, MEG’s former shareholders acquired majority of IntelliCell’s outstanding common stock and all of IntelliCell’s Series B preferred stock. The recapitalized IntelliCell Biosciences, Inc. is hereafter referred to as “IntelliCell” or the “Company”. As consideration for the Merger, the holders of an aggregate of 7,975,768 shares of IntelliCell’s common stock exchanged their shares of common stock for an aggregate of 15,476,978 shares of the Company’s common stock and Dr. Steven Victor, the principal shareholder of IntelliCell and Chief Executive Officer (“CEO”), exchanged an aggregate of 10,575,482 shares of IntelliCell’s common stock for an aggregate of 20,521 shares of the Company’s series B preferred stock. Each share of series B preferred stock is convertible into 1,000 shares of the Company’s common stock. In addition, the holders of the series B preferred stock are entitled to notice of stockholders’ meetings and to vote as a single class with the holders of the Common Stock on any matter submitted to the stockholders for a vote, and are entitled to the number of votes equal to the product of (a) the number of shares of Common Stock into which the series B preferred stock is convertible into on the record date of the vote multiplied by (b) ten (10). The closing of the Merger took place on June 3, 2011 (the “Closing Date”).

~~Intellicell~~Prior ~~BioSciences~~to ~~Inc~~the consummation of the Merger, the Company entered into agreements with the holders of an aggregate of $1,619,606 of indebtedness to the Company, comprised of accrued compensation in the amount of $1,201,551, promissory notes in the principal amount of $263,707 plus accrued interest of $9,398 less unamortized debt discounts of $83,264 and accrued expenses totaling $228,414 in exchange for the issuance of an aggregate of 12,123 shares of series C preferred stock. Each share of series C preferred stock shall be convertible into 1,000 shares of the Company’s common stock. Certain holders of the Company’s series C preferred stock have contractually agreed to restrict their ability to convert the series C preferred stock such that the number of shares of the Company common stock held by each of holder and ~~Subsidiary~~its affiliates after such conversion shall not exceed 4.99% of the Company’s then issued and outstanding shares of common stock.

~~NOTES~~Furthermore, TOprior ~~CONSOLIDATED~~to ~~FINANCIAL~~the ~~STATEMENTS~~consummation of the Merger, the Company entered into agreements with the holders of an aggregate of $250,000 of accrued compensation, pursuant to which such persons agreed to forgive all amounts owed by the Company.

~~(Unaudited)~~6

12. ~~Description~~Restatement of ~~Business~~Previously Issued Financial Statements

~~Formation~~Prior to the filing of our Form 10-Q for the quarter ended June 30, 2014, the Company identified errors in accounting for application of fair value assessment for transactions involving derivative obligations, including derivative valuation at inception, conversion, assignment and period end. The Company also detected errors in the recording of debt discounts. The Company has assessed the impact of the accounting errors on its 3rd quarter 2013 financial statements, year-end December 31, 2013 financial statements and 1st quarter 2014 financial statements, and concluded that, although there was no impact on the Company’s cash position, the effect on its financial statements was material.

~~Intellicell~~The ~~Biosciences~~impact ~~Inc.,~~on athe ~~New~~Company’s ~~York~~balance sheets ~~corporation,~~ was ~~formed~~to ~~under~~restate the ~~name~~balance ~~Regen~~sheet ~~Biosciences,~~items ~~Inc.~~of onNotes ~~August 13~~Payables, ~~2010~~Convertible asNotes aPayable ~~pioneering~~Convertible ~~regenerative~~Debentures ~~medicine~~Payable, ~~company~~additional paid toin ~~develop~~capital and ~~commercialize~~accumulated ~~regenerative~~deficit ~~medical~~for ~~technologies~~the inthree ~~large~~periods ~~markets~~of ~~with~~September ~~unmet clinical needs. On February 17~~30, ~~2011~~2013, ~~Regen~~December ~~Biosciences~~31, ~~Inc.~~2013 ~~changed~~and ~~its~~March ~~name to IntelliCell BioSciences Inc. (“IntelliCell”). To date~~31, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded “IntelliCell™”) containing adipose stem cells that can be performed in tissue processing centers and in doctors’ offices2014.

In ~~conjunction~~addition, ~~with~~ the ~~formation~~items ofrestated ~~IntelliCell~~on ~~(formerly~~the statements ~~Regen Biosciences, Inc.), a shareholder contributed, as part~~ of ~~his~~income ~~initial capital contribution, one hundred percent~~ (~~100%~~loss) ofwere ~~the~~financing ~~outstanding stock of Tech Stem Inc.~~costs, ~~a New York corporation~~ gain/(~~“Tech Stem”~~loss) ~~originally formed~~ on ~~May~~conversions ~~24,~~of ~~2010.~~debt ~~Tech~~to ~~Stem’s business is the sourcing~~equity, ~~sales~~ and ~~distribution~~change ~~of laboratory equipment and supplies utilized~~ in ~~tissue~~fair ~~processing~~value ~~related~~of ~~to IntelliCell’s technologies~~derivative liabilities.

~~Reverse~~The ~~Merger~~tables below summarize the impact of the restatement from amounts previously reported on the Company’s Form 10-Q for the periods ended September 30, 2013 and March 31, 2014 and Form 10k for the period ended December 31, 2013.

On April 27, 2011, Intellicell and Media Exchange Group, Inc. (“MEG”) entered into an Agreement and Plan of Merger which was amended on June 3, 2011 (the “Merger Agreement”). Under the terms of the Merger Agreement, a subsidiary of MEG (“Merger Sub”) merged into Intellicell. The Merger Sub ceased to exist as a corporation and Intellicell continued as the surviving corporate entity. As a result of the merger, MEG’s former shareholders acquired majority of Intellicell’s outstanding common stock and all of Intellicell’s Series B preferred stock. The recapitalized Intellicell Biosciences, Inc. is hereafter referred to as “Intellicell” or the “Company”. As consideration for the Merger, the holders of the an aggregate of 7,975,768 shares of IntelliCell’s common stock exchanged their shares of common stock for an aggregate of 15,476,978 shares of the Company ’s common stock and Dr. Steven Victor, the principal shareholder of IntelliCell, exchanged an aggregate of 10,575,482 shares of IntelliCell’s common stock for an aggregate of 20,521 shares of the Company’s series B preferred stock. Each share of series B preferred stock is convertible into 1,000 shares of the Company’s common stock. In addition, the holders of the series B preferred stock are entitled to notice of stockholders’ meetings and to vote as a single class with the holders of the Common Stock on any matter submitted to the stockholders for a vote, and are entitled to the number of votes equal the product of (a) the number of shares of Common Stock into which the series B preferred stock is convertible into on the record date of the vote multiplied by (b) ten (10). The closing of the Merger took place on June 3, 2011 (the “Closing Date”).

	September 30, 2013
Balance Sheet	As Filed			As Restated

Convertible Debentures	$	1,725,719		$	1,481,595
Derivative Instruments (long term)		6,876			2,913,730
Accumulated deficit	$	(44,554,265	)	$	(47,216,995	)

Prior to the consummation of the Merger, the Company entered into agreements the holders of an aggregate of $1,619,606 of indebtedness to the Company, comprised of accrued compensation in the amount of $1,201,551, promissory notes in the principal amount of $263,707 plus accrued interest of $9,398 less unamortized debt discounts of $83,264 and accrued expenses totaling $228,414 in exchange for the issuance of an aggregate of 12,123 shares of series C preferred stock. Each share of series C preferred stock shall be convertible into 1,000 shares of the Company’s common stock. Certain holders of the Company’s series C preferred stock have contractually agreed to restrict their ability to convert the series C preferred stock such that the number of shares of the Company common stock held by each of holder and its affiliates after such conversion shall not exceed 4.99% of the Company’s then issued and outstanding shares of common stock.

	Three months ended September 30, 2013						Nine months ended September 30, 2013
Statement of Operations	As Filed			As Restated			As Filed			As Restated

Changes in fair value of derivative instruments	$	75,581		$	(1,134,691	)	$	980,144		$	(230,128	)
Financing Costs		(856,019	)		(2,302,602	)		(1,023,769	)		(2,470,352	)
Net Loss		(1,817,096	)		(4,479,827	)		(6,791,631	)		(9,454,362	)
Net Loss per share, basic and diluted	$	(0.02	)	$	(0.04	)	$	(0.09	)	$	(0.12	)

Furthermore, prior to the consummation of the Merger, the Company entered into agreements with the holders of an aggregate of $250,000 of accrued compensation, pursuant to which such persons agreed to forgive all amounts owed to the Company.

	December 31, 2013
Balance Sheet	As Filed			As Restated

Convertible Debentures	$	840,900		$	452,607
Notes Payable		341,100			727,545
Convertible Promissory Notes		3,505,883			2,755,986
Derivative Instruments (long term)		3,774,790			6,958,822
Additional paid-in-capital		38,961,322			41,256,261
Accumulated deficit	$	(48,903,450	)	$	(53,630,673	)

Intellicell BioSciences Inc. and Subsidiary

	Year ended December 31, 2013
Statement of Operations	As Filed			As Restated

Changes in fair value of derivative instruments	$	(2,787,770	)	$	(2,944,352	)
Financing Costs		(305,112	)		(4,606,010	)
Income (Loss) on Conversion of Debt		(2,137,266	)		(2,272,409	)
Net Loss		(11,140,817	)		(15,868,039	)
Net Loss per share, basic and diluted	$	(0.07	)	$	(0.10	)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	March 31, 2014
Balance Sheet	As Filed			As Restated

Convertible Debentures	$	5,311,892		$	502,872
Convertible Promissory Notes		2,316,271			1,749,793
Derivative Instruments (long term)		14,055,788			15,128,073
Additional paid-in-capital		40,535,612			46,807,939
Accumulated deficit	$	(61,908,223	)	$	(63,871,00	6)

(Unaudited)

	Three months ended March 31, 2014
Statement of Operations	As Filed			As Restated

Changes in fair value of derivative instruments	$	(10,280,997	)	$	8,476,056
Financing Costs		(715,614	)		(17,119,990	)
Income (Loss) on Conversion of Debt		-0-			399,762
Net Loss		(13,004,773	)		(10,240,334	)
Net Loss per share, basic and diluted	$	(0.01	)	$	(0.01	)

2.The ~~Going~~Company ~~Concern~~anticipates filing its amended Form 10Q’s for the nine months ended September 30, 2013 and three months ended March 31, 2014 and its amended Form 10K for year ended December 31, 2013 on October 7, 2014.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future3. ~~The~~Going Company has incurred losses since inception resulting in an accumulated deficit of $44,554,265 and a working capital deficit of $10,387,043 as of September 30, 2013, respectively. The Company has not generated any revenues from its technology during the nine months ended September 30, 2013 and does not have any near term prospects to generate revenue. In addition, the Company is in default on certain of its loans. Losses are anticipated in the continued development of its business assuming the Company is able to raise the financing necessary to continue its research and development. These factors raise, substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon a number of factors, including generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with a private placements of common stock or other debt or equity securities. There can be no assurance that we will be able to obtain further financing, do so on reasonable terms, or do so on terms that would not substantially dilute our current stockholders’ equity interests in us. If we are unable to raise additional liquidity on a timely basis, or at all, we probably will not be able to continue as a going concern.Concern

3The condensed consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. ~~Summary~~The Company has incurred losses since inception resulting in an accumulated deficit of ~~Significant~~$61,164,954 ~~Accounting~~and ~~Policies~~a working capital deficit of $15,319,535 as of June 30, 2014, respectively. Further losses are anticipated in the continued development of its business, raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and a private placement of common stock or other debt or equity securities. There can be no assurance that we will be able to obtain further financing, do so on reasonable terms, or do so on terms that would not substantially dilute our current stockholders’ equity interests in us. If we are unable to raise additional funds on a timely basis, or at all, we probably will not be able to continue as a going concern.

~~Basis of Presentation~~8

~~The~~4. ~~consolidated~~Summary ~~financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and the rules~~ of ~~the~~Significant ~~Securities~~Accounting ~~and Exchange Commission.~~Policies

InBasis ~~our opinion, the information presented reflects all adjustments necessary for a fair statement~~ of ~~interim results. All such adjustments are of a normal and recurring nature.~~Presentation

~~Principles~~The condensed balance sheet at December 31, 2013 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of ~~Consolidation~~America. The other information in these condensed financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair presentation of the results for the periods covered. All such adjustments are of a normal recurring nature unless disclosed otherwise. These condensed financial statements, including notes, have been prepared in accordance with the applicable rules of the Securities and Exchange Commission (the “SEC”) and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed financial statements should be read in conjunction with the financial statements and additional information as contained in our 2013 Annual Report. Results of operations for the six-month period ended June 30, 2014 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2014.

~~The~~As ~~consolidated~~disclosed ~~financial~~in ~~statements~~Note ~~include~~2, the ~~accounts~~financial statements offor ~~IntelliCell~~the ~~and~~year ~~those~~ended ofDecember ~~Tech~~31, ~~Stem Inc.~~2013, ~~the~~periods ~~Company’s~~ending ~~wholly~~September ~~owned~~31, ~~subsidiary~~2013, ~~(collectively~~and ~~the~~March ~~“Company”).~~31, ~~All~~2014 ~~significant inter-company transactions and balances~~ have been ~~eliminated~~restated.

~~Management’s~~Prior ~~Use~~to the filing of ~~Estimates~~our Form 10-Q for the quarter ended June 30, 2014, the Company identified errors in accounting for application of fair value assessment for transactions involving derivative obligations, including derivative valuation at inception, conversion, assignment and ~~Assumptions~~period end. The Company also detected errors in the recording of debt discounts. The Company has assessed the impact of the accounting errors on its 3rd quarter 2013 financial statements, year-end December 31, 2013 financial statements and 1st quarter 2014 financial statements, and concluded that, although there was no impact on the Company’s cash position, the effect on its financial statements was material.

~~The~~Principles ~~preparation~~ of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Management’s estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the periods they are determined to be necessary.Consolidation

~~Fair~~The ~~Value~~consolidated financial statements include the accounts of ~~Financial~~IntelliCell ~~Instruments~~and those of Tech Stem Inc., the Company’s wholly owned subsidiary (collectively the “Company”). All significant inter-company transactions and balances have been eliminated.

~~GAAP~~Management’s ~~requires~~Use ~~certain disclosures regarding the fair value~~ of ~~financial instruments. The fair value of financial instruments is made as of a specific point in time, based on relevant information about financial markets~~ Estimates and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.Assumptions

~~GAAP~~The ~~defines~~preparation ~~fair~~of ~~value~~consolidated asfinancial statements ~~the~~in ~~price~~conformity ~~that~~with ~~would~~GAAP berequires ~~received~~management ~~from~~to ~~selling~~make anestimates ~~asset~~and orassumptions ~~paid~~affecting tothe ~~transfer~~reported aamounts ~~liability~~of inassets and anliabilities ~~orderly~~and ~~transaction~~disclosure ~~between~~of ~~market~~contingent ~~participants~~assets and liabilities at the ~~measurement~~ date. ~~When~~of ~~determining~~ the ~~fair~~consolidated ~~value~~financial ~~measurements~~statements, ~~for~~and ~~assets~~the reported ~~and~~amounts ~~liabilities~~of ~~required~~revenue orand ~~permitted~~expenses toduring bethe ~~recorded~~reporting atperiod. Actual ~~fair~~results ~~value,~~could ~~the~~differ ~~Company~~from ~~considers~~these ~~the~~estimates. Management’s estimates ~~principal~~and orassumptions ~~most~~are ~~advantageous~~reviewed ~~market~~periodically, inand ~~which~~the iteffects ~~would~~of ~~transact~~revisions ~~and~~are itreflected ~~considers~~in ~~assumptions~~the ~~that~~consolidated ~~market~~financial ~~participants~~statements in ~~would~~the ~~use~~periods ~~when~~they ~~pricing~~are ~~the~~determined ~~asset~~to orbe ~~liability~~necessary.

~~GAAP~~Financial ~~establishes~~Instruments ~~a fair value hierarchy that requires an entity to maximize the use of observable inputs~~ and ~~minimize~~Fair the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the degree of subjectivity that is necessary to estimate the fair value of a financial instrument. GAAP establishes three levels of inputs that may be used to measure fair value:Value Measurements

8GAAP requires certain disclosures regarding the fair value of financial instruments. The fair value of financial instruments is made as of a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

~~Intellicell BioSciences Inc. and Subsidiary~~9

~~NOTES~~GAAP TOdefines ~~CONSOLIDATED~~fair ~~FINANCIAL~~value ~~STATEMENTS~~as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal, or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.

~~(Unaudited)~~GAAP establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the degree of subjectivity that is necessary to estimate the fair value of a financial instrument. GAAP establishes three levels of inputs that may be used to measure fair value:

~~Level~~For 1cash, –cash ~~Level~~equivalents, 1and ~~applies~~trade payables, tothe ~~assets~~carrying orvalue ~~liabilities~~approximates ~~for~~cost. ~~which~~For ~~there~~debt ~~are~~obligations ~~quoted~~with ~~prices~~conversion infeatures, ~~active~~the ~~markets~~Company ~~for~~records ~~identical~~a ~~assets~~derivative liability orusing ~~liabilities~~the Black-Scholes method of valuation.

~~Level~~Fair 2Value -Measurements ~~Level~~– The 2fair ~~applies~~value toof ~~assets~~financial orinstruments ~~liabilities for which there~~ are ~~inputs~~classified ~~other~~into ~~than~~one ~~quoted~~of ~~prices included within Level 1 that are observable for~~ the ~~asset~~following or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.categories:

Level 31 -– Level 31 applies to assets or liabilities for which there are ~~unobservable~~quoted ~~inputs~~prices toin ~~the~~active ~~valuation~~markets ~~methodology~~for ~~that~~identical ~~are significant to the measurement of the fair value of the~~ assets or liabilities.

~~Share~~Level ~~Based~~2 ~~Expenses~~- Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

~~GAAP~~Level ~~prescribes~~3 ~~that accounting and reporting standards for all stock~~-~~based~~ ~~payment~~Level ~~awards~~3 applies to ~~employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity~~ assets or liabilities. ~~The~~for ~~Company~~which ~~should~~there ~~determine~~are ifunobservable ainputs ~~present obligation~~ to ~~settle~~ the ~~share-based~~valuation ~~payment~~methodology ~~transaction~~that inare ~~cash~~significant orto ~~other~~the ~~assets~~measurement ~~exists.~~of the Afair ~~present~~value ~~obligation~~of tothe ~~settle~~assets ~~in cash~~ or ~~other assets exists if:~~liabilities.

a)Stock ~~the~~Based ~~option to settle by issuing equity instruments lacks commercial substance, or~~Compensation

b)The Company recognizes the ~~present~~cost ~~obligation~~of isemployee services ~~implied~~received ~~because~~in exchange for awards of anequity ~~entity's~~instruments, ~~past~~such ~~practices~~as orstock ~~stated~~options ~~policies~~and restricted stock, based on the fair value of those awards at the date of grant over the requisite service period. IfThe aCompany ~~present~~uses ~~obligation~~the ~~exists,~~Black-Scholes-Merton (“Black-Scholes”) option pricing model to determine the ~~transaction~~fair ~~should~~value beof ~~recognized~~stock asoption aawards. ~~liability;~~Stock-based ~~otherwise~~compensation plans, related expenses and assumptions used in the ~~transaction~~Black-Scholes ~~should~~option bepricing ~~recognized~~model asare ~~equity~~more fully described in Note 15.

~~With~~Revenue respect to stock-based compensation issued to non-employees and consultants GAAP requires that the amount of share-based payment transactions be based on the fair value of whichever is more reliably measurable:Recognition

The Company licenses independent third parties to use the Company’s technology in order to enable them to establish tissue processing centers in major metropolitan markets, as well as establishing centers it will operate. Each center will utilize the Company’s proprietary technology in conjunction with a) suite of laboratory equipment selected by the ~~goods~~Company orthat ~~services~~will ~~received~~enable orthe lab to process adipose tissue into stromal vascular fraction containing adipose stem cells using the Company’s technology and protocols. In certain centers, the Company will maintain ownership of the laboratory equipment and in other cases the laboratory equipment will be sold to an independent party. These license fees are payable upon signing of a license agreement and are recognized as revenue ratably over the license term.

b)Certain ~~the~~Risks ~~equity~~and ~~instruments issued.~~Uncertainties

The ~~fair~~Company ~~value~~has a limited operating history and its prospects are subject to the risks and uncertainties frequently encountered by companies in the early stages of development and commercialization, especially those companies in rapidly evolving and technologically advanced industries such as the ~~share-based~~biotech ~~payment~~/ ~~transaction~~medical ~~should~~device befield. The ~~determined~~future atviability of the ~~earlier~~Company largely depends on its ability to complete development of ~~performance~~new ~~commitment~~products ~~date~~and processes and maintain and/or ~~performance~~receive ~~completion~~regulatory ~~date~~approval for those products and processes. No assurance can be given that the Company’s new processes and products will be successfully developed, regulatory approvals will be maintained or granted, or acceptance of these processes and products by the medical and patient communities will be achieved.

~~Revenue Recognition~~10

~~The~~Restricted ~~Company~~Cash licenses independent third parties to use the Company’s technology in order to enable them to establish tissue processing centers in major metropolitan markets, as well as establishing centers it will operate. Each center will utilize the Company’s proprietary technology in conjunction with a suite of laboratory equipment selected by the Company that will enable the lab to process adipose tissue into stromal vascular fraction containing adipose stem cells using the Company’s technology and ~~protocols.~~Cash In certain centers, the Company will maintain ownership of the laboratory equipment and in other cases the laboratory equipment will be sold to an independent party. These license fees are payable upon signing of a license agreement and are recognized as revenue ratably over the license.Equivalents

~~The~~Restricted ~~Company~~cash ~~has~~and ~~also~~cash ~~entered~~equivalents consist ~~into~~primarily ~~agreements~~of ~~with~~funds ~~independent~~received ~~sales~~that ~~representative~~are ~~organizations~~restricted tofor ~~market~~specific ~~the~~purposes ~~centers~~or ~~services~~cash toset ~~physicians~~aside inand ~~the~~restricted ~~geographic~~for ~~area~~specific payments. As ~~Fees~~of ~~for~~June ~~tissue~~30, ~~processing~~2014 ~~cases~~and ~~from~~December ~~such~~31, ~~physicians~~2013, ~~will~~the beCompany ~~collected~~has byrestricted ~~the~~cash ~~Company~~of $321,404 and ~~recognized~~$0, ~~upon~~respectively. ~~performance~~Cash ofescrow agreements were executed under the ~~laboratory~~YA ~~analysis~~Global financing agreement. ~~Sales~~Funds of ~~equipment~~$260,362 bywere ~~Tech~~placed ~~Stem~~in ~~are~~escrow ~~recognized~~for ~~when~~payment ~~the~~of ~~following~~taxes ~~fundamental~~owed ~~criteria~~to ~~are~~Internal Revenue ~~met:~~Service ~~(i)~~and ~~persuasive~~the ~~evidence~~State of anNew ~~arrangement~~York. ~~exists~~Funds of $450,000 ~~(ii)~~were ~~delivery~~placed ~~has~~in ~~occurred~~escrow for which $200,000 ~~(iii)~~is to be used for the ~~price~~Dr. James Andrews Consulting agreement payments and $250,000 to be used solely for the ~~customer~~legal isand ~~fixed~~accounting orcosts ~~determinable~~associated with the Company’s 2013 and ~~(iv)~~2014 ~~collection~~review and filings of forms 10K and 10Q. During the ~~resulting~~six ~~accounts~~months ~~receivable~~ended isJune ~~reasonably~~30, ~~assured~~$343,622 was paid from the $450,000 escrow for accounting fees and Dr. Andrews Consulting agreement and $45,336 was paid to the State of New York from the $260,362 tax escrow.

9Accounts Receivable

~~Intellicell~~The ~~BioSciences~~Company ~~Inc~~extends credit to customers without requiring collateral. The Company provides for doubtful accounts based on management’s evaluations of the collectability of accounts receivable. Management’s evaluation is based on the Company’s historical collection experience and ~~Subsidiary~~a review of past-due amounts. The Company determines accounts receivable to be delinquent when collection is past due under the agreed upon terms. Accounts receivable are written off when it is determined that amounts are uncollectible.

~~NOTES~~Property TOand ~~CONSOLIDATED~~equipment, ~~FINANCIAL STATEMENTS~~net

~~(Unaudited)~~Property and equipment is recorded at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related asset and, for leasehold improvements, the shorter of the lease term or estimated useful life.

~~Concentrations~~Maintenance and repairs are charged to expense as incurred. Costs of renewals and betterments are capitalized.

~~The~~Research Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. This potentially subjects the Company to a concentration of credit risk; however, the Company believes the risk is negligible. The Company’s carrying amount of deposits in financial institutions did not exceed federally insured limits as of September 30, 2013 and ~~December~~Development ~~31, 2012.~~Costs

~~Certain~~Research ~~Risks~~and development (“R&D”) expenses include supplies, salaries, and ~~Uncertainties~~other headcount related costs, contract and other outside service, and facilities and overhead costs. The Company expenses the costs associated with research and development activities when incurred.

~~The~~Derivative Company has a limited operating history and its prospects are subject to the risks and uncertainties frequently encountered by companies in the early stages of development and commercialization, especially those companies in rapidly evolving and technologically advanced industries such as the biotech / medical device field. The future viability of the Company largely depends on its ability to complete development of new products and processes and maintain and/or receive regulatory approval for those products and processes. No assurance can be given that the Company’s new processes and products will be successfully developed, regulatory approvals will be maintained or granted, or acceptance of these processes and products by the medical and patient communities will be achieved.Instruments

~~Accounts~~Derivative ~~Receivable~~instruments consist of common stock warrants, and certain instruments embedded in certain convertible debentures and promissory notes which meet the criteria for bifurcation from their host contract. These derivative instruments are recorded in the balance sheets at fair value as liabilities. Changes in fair value are recognized in earnings in the period of change.

~~The~~If the Company ~~extends~~were ~~credit~~required to ~~customers~~settle its ~~without~~outstanding ~~requiring~~warrants ~~collateral.~~and ~~The~~convertible ~~Company~~debt ~~provides~~as anof ~~allowance~~June ~~for~~30, ~~doubtful~~2014, ~~accounts~~we ~~based~~would onbe ~~management’s~~required ~~evaluations~~to issue 18,222,083,126 common shares for the settlement of warrants and 3,297,639,134 for the ~~collectability~~settlement of ~~accounts~~outstanding ~~receivable~~convertible debt. ~~Management’s~~The ~~evaluation~~Company isdetermined ~~based~~that on the settlement ~~Company’s~~of ~~historical~~these ~~collection~~outstanding ~~experience~~financial ~~and~~instruments awould ~~review~~exceed our authorized shares of ~~past-due~~3,500,000,000 ~~amounts.~~at ~~Based~~June on30, ~~management’s~~2014 ~~evaluation~~by of18,019,722,261. Pursuant ~~collectability~~to FASB ASC 815-40, the Company ~~did~~would ~~not~~be ~~require~~required anto ~~allowance~~reclassify ~~for~~these ~~doubtful~~contracts ~~accounts~~from asequity ofto ~~September~~liabilities. ~~30,~~As ~~2013~~permitted by ~~and~~FASB ~~December~~ASC 31815-40, ~~2012,~~the ~~respectively. The~~ Company’s ~~determines~~policy ~~accounts~~with ~~receivable~~regard to besettling ~~delinquent~~outstanding ~~when~~financial ~~collection~~instruments is ~~past~~to ~~due~~settle ~~under~~those with the ~~agreed~~earliest ~~upon~~inception ~~terms~~date first which essentially sets the order of preference for settling the financial instruments. ~~Accounts~~As ~~receivable~~a ~~are~~result of ~~written~~the ~~off~~Company’s ~~when~~policy settlement it iswas determined that ~~amounts~~reclassification ~~are~~of ~~uncollectible~~financial instruments initially recorded in equity was not required.

~~Equipment~~Income Taxes

~~Equipment~~The isCompany ~~recorded~~accounts atfor ~~cost~~income taxes using the liability method. The ~~Depreciation~~liability method requires recognition of future tax benefits, measured by enacted rates, attributable to deductible temporary differences between financial statement and ~~amortization~~income ~~are~~tax ~~computed~~bases ~~for~~of assets and liabilities to the extent that realization of such benefits is “more likely than not.” The Company’s temporary differences between financial statement and income tax reporting ~~purposes~~relate ~~utilizing~~primarily ~~the~~to ~~straight-line~~receivable ~~method~~reserves, ~~over~~depreciation ~~the~~expense, ~~estimated~~and ~~useful~~operating loss ~~lives~~carryforwards. This standard also provides guidance on derecognition of ~~the~~income ~~related~~tax ~~asset~~assets orand liabilities, classification of current and deferred income tax assets and liabilities, accounting for ~~leasehold~~interest ~~improvements~~and penalties associated with tax positions, accounting ~~the~~for ~~shorter~~income oftaxes ~~the~~in ~~lease~~interim ~~term~~periods orand ~~estimated~~income ~~useful~~tax ~~life~~disclosures.

~~Maintenance~~GAAP ~~and~~requires ~~repairs~~that, ~~are~~in ~~charged~~applying tothe liability ~~expense~~method, asthe ~~incurred~~financial statement effects of an uncertain tax position be recognized based on the outcome that is more likely than not to occur. ~~Costs~~Under this criterion the most likely resolution of ~~renewals~~an uncertain tax position should be analyzed base on technical merits and ~~betterments~~on ~~are~~the ~~capitalized~~outcome that will likely be sustained under examination. The Company recognizes accrued penalties, and interest associated with uncertain tax positions, as part of the income tax provision.

~~Research and Development Costs~~11

~~Research~~Net ~~and~~Loss ~~development~~per (“R&D”) expenses include supplies, salaries, benefits, and other headcount related costs, clinical trial and related clinical manufacturing costs, contract and other outside service and facilities and overhead costs. The Company expenses the costs associated with research and development activities when incurred.Share

~~Income~~Basic ~~Taxes~~net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing loss for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares ("dilutive securities") that were outstanding during the period. Dilutive securities include stock options and warrants granted and convertible debt. The Company’s loss attributable to common stockholders, along with the dilutive effect of potentially issuable common stock due to outstanding options warrants and convertible securities cause the normal computation of diluted loss per share to be smaller than the basic loss per share; thereby yielding a result that is counterintuitive. Consequently, the diluted loss per share amount presented does not differ from basic loss per share due to this “anti-dilutive” effect.

~~The~~Net ~~Company~~Earnings ~~accounts~~per for income taxes under the liability method. The liability method requires recognition of future tax benefits, measured by enacted rates, attributable to deductible temporary differences between financial statement and income tax bases of assets and liabilities to the extent that realization of such benefits is “more likely than not.” The Company’s temporary differences between financial statement and income tax reporting relate primarily to receivable reserves, depreciation expense, and operating loss carry forwards. This standard also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures.Share

~~GAAP~~Basic ~~requires~~net ~~that,~~earnings inper ~~applying~~share is calculated by dividing the ~~liability~~net ~~method,~~earnings for the ~~financial~~period ~~statement~~by ~~effects~~the weighted-average number of ancommon ~~uncertain~~shares ~~tax~~outstanding ~~position~~during bethe ~~recognized~~period. ~~based~~Diluted net onearnings per share is calculated by dividing earnings for the ~~outcome~~period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares ("dilutive securities") that iscould ~~more~~be ~~likely~~issued. ~~than~~Dilutive securities ~~not~~include tostock ~~occur~~options and warrants granted and convertible debt. The ~~Under~~Company’s ~~this~~earnings ~~criterion~~attributable ~~the~~to common ~~most~~stockholders, ~~likely~~along ~~resolution~~with ofthe andilutive ~~uncertain~~effect ~~tax~~of ~~position~~potentially ~~should~~issuable becommon ~~analyzed~~stock ~~based~~due onto ~~technical~~outstanding ~~merits~~options warrants and convertible onsecurities cause the ~~outcome~~normal ~~that~~computation ~~will~~of ~~likely~~diluted earnings per share to be ~~sustained~~smaller ~~under~~than ~~examination~~the basic earnings per share.

10Reclassifications

~~Intellicell~~Certain ~~BioSciences~~prior ~~Inc.~~year ~~and~~amounts ~~Subsidiary~~were reclassified to conform with current year presentation.

~~NOTES~~5. TOProperty ~~CONSOLIDATED~~and ~~FINANCIAL~~Equipment, ~~STATEMENTS~~net

~~(Unaudited)~~The Company’s property and equipment at June 30, 2014 and December 31, 2013 consists of the following:

Net Income (Loss) per Share

	June 30, 2014		December 31, 2013
Lab equipment	$	218,291	$	206,089
Leasehold Improvements		2,227,078		2,226,181
Furniture & Fixtures		465,041		463,769
Computer Equipment		433,001		416,816
		3,343,411		3,312,855
Less Accumulated depreciation and amortization		848,760		642,356
Property and Equipment, net	$	2,494,651	$	2,670,499

~~Basic~~Depreciation ~~net~~and ~~income~~amortization ~~(loss) per share is calculated by dividing the net income (loss)~~ expense for the ~~period~~six bymonths ~~the~~ended ~~weighted-average~~June ~~number~~30, of2014 ~~common~~and ~~shares~~2013 ~~outstanding~~was ~~during~~$206,405 ~~the~~and ~~period.~~$181,453, ~~Diluted~~respectively ~~net~~and ~~income (loss) per share~~ is ~~calculated~~included byin ~~dividing~~general ~~net~~and ~~income~~administrative expenses ~~(loss)~~on ~~for~~ the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares ("dilutive securities") that were outstanding during the period. Dilutive securities include stock options and warrants granted and convertible debt. The Company’s ~~loss~~condensed ~~attributable~~consolidated tostatements ~~common stockholders, along with the dilutive effect~~ of potentially issuable common stock due to outstanding options, warrants and convertible securities cause the normal computation of diluted loss per share to be smaller than the basic loss per share; thereby yielding a result that is counterintuitiveoperations. ~~Consequently, the diluted loss per share amount presented does not differ from basic loss per share due to this “anti-dilutive” effect.~~

~~Reclassifications~~12

~~Certain~~6. ~~prior~~Accounts ~~period~~Payable ~~amounts~~and ~~were~~Accrued ~~reclassified to conform with current period presentation.~~Liabilities

4.Accounts ~~Property~~payable and ~~Equipment~~accrued liabilities at June 30, 2014 and December 31, 2013 are as follows:

The Company’s property and equipment at September 30, 2013 and December 31, 2012 consists of the following:

	June 30, 2014		December 31, 2013
Accounts payable	$	645,779	$	2,020,971
Accrued liabilities		63,896		154,040
Accrued payroll		295,568		434,243
Total	$	1,005,243	$	2,609,254

	9/30/2013		12/31/2012
Lab equipment	$	206,089	$	203,204
Leasehold Improvements		2,226,181		1,954,181
Furniture & Fixtures		463,769		459,498
Computer Equipment		416,816		416,816
		3,312,854		3,033,699
Less accumulated depreciation		537,084		236,654
Property and Equipment, net	$	2,775,770	$	2,797,045

7.	License Fees Payable

~~Depreciation~~During ~~expense~~the ~~for~~years ~~the~~ended ~~three~~December 31, 2013 and ~~nine~~2012, ~~months~~the ~~ended~~Company ~~September~~executed ~~30,~~various ~~2013~~license agreements and ~~2012~~collected ~~was~~an ~~$118,978~~aggregate ~~and~~of $~~300~~1,~~430~~222,500 ~~and~~in ~~$125,023~~license ~~and~~fees ~~$135,907~~for ~~respectively~~six centers ~~and~~which isnever ~~included~~commenced operations. Recognition of such revenue had been deferred pending commencement of operations. The Company was unable to perform its obligations in ~~general~~regards ~~and~~to ~~administrative~~the ~~expenses~~licensing onagreements and, accordingly, the agreements were cancelled. The Company’s ~~statement~~has ofclassified ~~operations~~the amounts to be returned to the former licensees as Licensee Fees Payable on the condensed consolidated balance sheet.

5.In ~~Accounts~~2013, ~~Payable~~the ~~and~~Company ~~Accrued~~converted ~~Expenses~~three different license fees outstanding into convertible debentures totaling $300,000, bringing the total balance as of June 30, 2014 to $922,500.

~~Accounts~~8. ~~payable~~Notes ~~and accrued expenses at September 30, 2013 and December 31, 2012 are as follows:~~Payable

	9/30/2013		12/31/2012
Accounts payable	$	2,053,097	$	1,376,792
Accrued expenses and liabilities		1,164,718		466,811
Accrued payroll		434,245		-
Other		45,000		45,000
Total	$	3,697,060	$	1,888,603

Consorteum Notes Payable

6.In ~~License~~conjunction ~~Fees~~with ~~Payable~~the Merger, the Company assumed notes payable in the principal amount of $2,463,652 plus accrued interest of $369,898.

~~During~~Following completion of the ~~years~~Merger, the ~~ended~~Company ~~December~~entered 31into an asset purchase agreement (the “Consorteum Purchase Agreement”) with Consorteum Holdings, Inc. ~~2012~~(“Consorteum”), ~~and~~an ~~2011~~unrelated company, pursuant to which the Company ~~executed~~agreed ~~various~~to ~~license~~sell, ~~agreements~~transfer and ~~collected~~assign anto ~~aggregate~~Consorteum all of ~~$1,222,500~~the inCompany’s ~~license~~rights, ~~fees~~title ~~for~~and ~~six~~interests ~~centers~~to, ~~which~~and ~~had~~agreements ~~not~~relating ~~yet~~to, ~~commenced~~its ~~operations~~digital astrading ofcard ~~September~~business ~~30,~~and ~~2013.~~platform in ~~Consequently,~~exchange ~~recognition~~for ofConsorteum ~~such~~assuming ~~revenue~~an ~~had~~aggregate ~~been~~principal ~~deferred~~amount ~~pending~~of ~~commencement~~$1,864,152 of ~~operations.~~indebtedness ~~The~~of the Company ~~was~~(the ~~unable~~“Consorteum Notes”). toSuch ~~perform~~rights ~~its~~include, ~~obligations~~but inare ~~regards~~not limited to, the ~~licensing~~Company’s ~~agreements~~name, phone number and listing, ~~accordingly~~reputation, ~~the~~relationships and ~~agreements~~other ~~were~~intangible ~~cancelled.~~assets ~~The~~(including ~~Company~~its ~~has~~rights ~~classified~~to ~~the~~any ~~amounts~~intellectual toproperty beor ~~returned~~proprietary totechnology), ~~the~~as ~~former~~well ~~licensees~~ as ~~Licensee~~the ~~Fees~~Company’s rights ~~Payable~~under oncertain ~~the~~licensing ~~consolidated~~agreements ~~balance~~(“Digital ~~sheet~~Trading Assets”).

11Also on June 6, 2011, the Company and Consorteum entered into an amendment agreement (the “Amendment Agreement”) to the Consorteum Purchase Agreement pursuant to which the parties agreed, among other things, that the obligations of the Parties to consummate the transactions contemplated by the Purchase Agreement are subject to (i) the approval of the Board of Directors of each of the parties, and (ii) the completion of the assignment of the Assumed Liabilities (including receipt of all the necessary consents of the holders of all outstanding indebtedness of the Buyer).

~~Intellicell BioSciences Inc. and Subsidiary~~13

~~NOTES~~On TOJune ~~CONSOLIDATED~~30, ~~FINANCIAL~~2011, ~~STATEMENTS~~the Company and Consorteum agreed to waive the requirement that the conditions precedent set forth in the Consorteum Purchase Agreement as amended be satisfied on or before closing and each party agreed that as of the date of the Consorteum Purchase Agreement, Consorteum would assume an aggregate of $1,477,052 of principal indebtedness plus accrued interest from the Company totaling $250,695 less unamortized note discounts of $9,890. Upon completion of the requirements of the Consorteum Purchase Agreement and the Amendment Agreement, the note holders who consented to the assumption of their obligations by Consorteum received shares of Consorteum common stock in satisfaction of their notes. Included in the notes assumed by Consorteum were notes payable to former officers and directors of the Company prior to the Merger totaling $450,000 in principal plus accrued interest of $74,935. Notwithstanding the foregoing, Consorteum agreed to provide the Company a guarantee, whereby Consorteum agrees to unconditionally and irrevocably guarantee to the Company the prompt and complete payment, as and when due and payable (whether at stated maturity or by required prepayment, acceleration, demand or otherwise), of any remaining notes payable for which the Company had not received the necessary consent as of the date of the waiver. As a result of the foregoing, the transactions contemplated by the Consorteum Purchase Agreement closed on June 30, 2011.

~~(Unaudited)~~Upon completion of the Consorteum Purchase Agreement, the Company had notes payable totaling $986,600 that were not assumed in the agreement.

7During the period ending June 30, 2012, $375,000 of the principal balance of the Consorteum Notes and accrued interest of $152,549 was converted to common stock and warrants as part of the February 2012 private placement. Furthermore, in the year ended December 31, 2012, another $375,000 of the principal balance of the Consorteum Notes ~~Payable~~was converted to common stock and warrants.

	9/30/2013		12/31/2012
Consorteum notes payable, including accrued interest of $52,208 and $41,768 as of September 30, 2013 and December 31, 2012, respectively	$	288,808	$	278,368
Frank Loan		199,167		199,167
JMJ Financial note payable, including accrued interest of $12,000 and $0		123,111		-
Crowning Capital, LLC note payable		250,000		-
JJK, LLC notes payable, including accrued interest of $3,674 as of September 30, 2013		128,674		-
May Davis Partners note payable, including accrued interest of $123 as of September 30, 2013		75,123		-
	$	1,064,883	$	477,535

As of June 30, 2014 and December 31, 2013, the principal balance of the Consorteum Notes amounted to $236,600 and $236,600, and accrued interest amounted to $62,648 and $55,688, respectively. These Consorteum Notes are currently in default.

~~Consorteum~~JJK Notes Payable

InOn ~~conjunction~~May ~~with~~29, ~~the~~2013 ~~Merger~~and June 26, ~~the~~2013, the Company ~~assumed~~issued promissory notes ~~payable~~ in the ~~principal~~ amount of $250,~~463~~000 and $75,~~652~~000, ~~plus~~respectively, ~~accrued~~for advances from JJK, LLC (the “JJK Notes”). The terms of the JJK Notes required repayment in 30 days and an annual interest rate of ~~$369,898~~10%. The notes are currently due and payable.

~~Following~~In ~~completion~~August of2013 the ~~Merger, the~~ Company ~~entered~~was ~~into~~advised that ~~an asset purchase agreement (~~the ~~“Consorteum~~JJK ~~Purchase~~Notes ~~Agreement”) with Consorteum Holdings, Inc. (“Consorteum”), an unrelated company, pursuant to which the Company agreed to sell, transfer~~ and ~~assign~~accrued tointerest ~~Consorteum all~~ of ~~the Company’s rights, title and interests to, and agreements relating to, its digital trading card business and platform in exchange for Consorteum assuming an aggregate principal amount of~~ $128,~~864,152~~442 ofwere ~~indebtedness~~assigned ~~of the Company. Such rights include, but are not limited~~ to, ~~the~~Redwood ~~Company’s name, phone number and listing, reputation, relationships and other intangible assets (including its rights to any intellectual property or proprietary technology),~~ as ~~well~~part asof ~~the~~Redwood ~~company’s~~Deal ~~rights~~#4 ~~under certain licensing agreements~~ (~~“Digital~~see ~~Trading~~Note ~~Assets”~~10).

~~Also~~May onDavis ~~June~~Partners 6,Note 2011, the Company and Consorteum entered into an amendment agreement (the “Amendment Agreement”) to the Consorteum Purchase Agreement pursuant to which the parties agreed, among other things, that the obligations of the Parties to consummate the transactions contemplated by the Purchase Agreement are subject to (i) the approval of the Board of Directors of each of the parties, and (ii) the completion of the assignment of the Assumed Liabilities (including receipt of all the necessary consents of the holders of all outstanding indebtedness of the Buyer).Payable

On ~~June~~September 304, ~~2011~~2013, the Company ~~and~~issued a ~~Consorteum~~promissory ~~agreed~~note ~~to waive the requirement that the conditions precedent set forth~~ in the ~~Consorteum~~amount ~~Purchase Agreement as amended be satisfied on or before closing and each party agreed that as~~ of ~~the date of the Consorteum Purchase Agreement, Consorteum would assume an aggregate of~~ $175,~~477~~000,~~052~~ offor ~~principal indebtedness plus accrued interest from the Company totaling~~ $~~250~~75,~~695~~000 ~~less unamortized note discounts of $9~~cash,~~890.~~ ~~Upon completion~~ of ~~the~~which ~~requirements of the Consorteum Purchase Agreement and the Amendment Agreement~~$72,000 ~~the~~went ~~note holders who consented~~ to ~~the~~pay ~~assumption~~accrued ofexpenses ~~their~~for ~~obligations~~accounting ~~by Consorteum received shares of Consorteum common stock in satisfaction of their notes. Included in the notes assumed by Consorteum were notes payable to former officers~~ fees and ~~directors of the Company prior to the Merger totaling~~ $~~450~~3,000 inwere ~~principal~~expensed ~~plus~~as ~~accrued~~legal ~~interest of $74~~fees,~~935.~~ ~~Notwithstanding~~to ~~the~~May ~~foregoing,~~Davis ~~Consorteum~~Partners ~~agreed to provide~~ (the ~~Company~~“May aDavis ~~guarantee,~~Note”). ~~whereby~~The ~~Consorteum~~terms ~~agrees~~of ~~to unconditionally and irrevocably guarantee to~~ the ~~Company~~May ~~the~~Davis ~~prompt~~Note require ~~and~~repayment ~~complete~~in ~~payment,~~21 asdays and ~~when~~10% ~~due~~compounded ~~and~~interest ~~payable~~effective ~~(whether~~upon atthe ~~stated~~ maturity ordate byof ~~required~~September ~~prepayment~~25, ~~acceleration,~~2013. ~~demand~~The orMay ~~otherwise),~~Davis Note ofwas ~~any~~paid ~~remaining~~in ~~notes~~full ~~payable~~in ~~for~~January ~~which the Company had not received the necessary consent as of the date of the waiver~~2014. AsAccrued ainterest ~~result~~ of ~~the foregoing~~$2,842 ~~the~~is ~~transactions~~still ~~contemplated~~outstanding byat ~~the Consorteum Purchase Agreement closed on~~ June 30, ~~2011~~2014.

~~Upon~~Sichenzia ~~completion~~Ross ofNotes ~~the Consorteum Purchase Agreement, the Company had notes payable totaling $986,600 that were not assumed in the agreement.~~Payable

12On September 16, 2013, the Company issued a promissory note in the amount of $386,445 to Sichenzia Ross Friedman Ference LP, for outstanding legal fees due (the “Sichenzia Note”). The terms of the Sichenzia Note required repayment by December 31, 2013, and annual simple interest of 10%.

~~Intellicell~~On ~~BioSciences~~January ~~Inc.~~9, ~~and~~2014 ~~Subsidiary~~the Company was advised that the Sichenzia Notes were assigned to Redwood as part of Redwood Deal #3 (see Note 10).

~~NOTES~~In TOMarch ~~CONSOLIDATED~~of ~~FINANCIAL~~2014, ~~STATEMENTS~~the Company was advised that $193,223 of the note was re-assigned from Redwood to Dominion Capital.

~~(Unaudited)~~14

InMD ~~the~~Global ~~period ending June 30~~Partners, ~~2012,~~LLC aNotes $375,000 notes payable and accrued interest of $152,549 was converted to common stock and warrants as part of the February 2012 private placement. Furthermore, in the year ended December 31, 2012, another note payable totaling $375,000 was converted to common stock and warrants. As of September 30, 2013 and December 31, 2012, the balance of the Company's notes payable amounted to $236,600 and accrued interest amounted to $52,208 and $41,768, respectively.Payable

~~Frank~~On ~~Loan~~October 11, 2013 and November 6, 2013, the Company issued promissory notes in the amount of $15,000 and $4,000, respectively for compensation due to MD Global Partners for services of raising capital for the Company (the “MD Global Notes”). The terms of the MD Global Notes require repayment on demand and 10% interest compounded annually. The MD Global Notes were paid in full in January 2014. Accrued interest of $456 is outstanding at June 30, 2014.

OnHighland ~~August~~Capital ~~26,~~Notes 2012, the Company entered into a secured promissory note (the “Note”) with Fredrick Frank (the “August 2012 Lender”) pursuant to which the August 2012 Lender loaned the Company $200,000 was due and payable on October 31, 2012 in accordance with the terms of the Note (the “Maturity Date”). The Note is secured by 500,000 shares of the Company’s Common Stock. On November 6 2012, the Company and August 2012 Lender agreed to extend the Frank Note until November 30, 2012. Fredrick Frank is an advisor of the Company. The Note is currently in default and classified as a current liability, accordingly.Payable

AsOn ofDecember ~~September 30~~11, 2013 and December 3120, ~~2012~~ 2013, the ~~outstanding~~Company ~~balance~~issued onpromissory notes to Highland Capital (the ~~secured~~“Highland ~~promissory~~Notes”) ~~note~~in isthe amount of $~~199~~5,~~167~~500 for money owed to a stock transfer agent and $5,000 for legal expenses owed, respectively. The Highland Notes were due June 25, 2014 and July 1, 2014, respectively. The interest rate on the Highland Notes is not specified. The Highland Notes are currently due and payable.

InAs ~~August~~of ~~2013~~June ~~the~~30, ~~Company~~2014 ~~was~~and ~~advised~~December ~~that~~31, 2013, the ~~promissory~~principal balance ~~note~~of ~~was~~the ~~assigned~~Highland toNotes ~~Redwood~~were ~~Management~~$10, ~~LLC~~500.

~~Crowning~~Sherb ~~Capital,~~Note ~~LLC~~Payable

On January 106, ~~2013~~2014, the Company ~~entered into~~ issued a promissory note ~~with~~to ~~Crowning~~Sherb ~~Capital,~~& ~~LLC~~Co. (the “~~Crowning~~Sherb Note”) in the amount of $115,785 ~~pursuant~~for tomoney ~~which~~owed ~~Crowning~~for ~~performed~~accounting services prior into the ~~amount~~Reverse Merger of ~~$250,000~~April 2011. The ~~promissory~~Sherb ~~note~~Note ~~had~~is a due ~~date~~December ~~of July~~ 31, ~~2013,~~2014 and ~~zero~~has ~~percent~~simple ~~(0%)~~ interest ~~rate. The~~of ~~note~~10% isper ~~currently due and payable~~annum.

~~Financing~~On ~~Arrangement~~April 14, 2014, the Company was advised that the note was assigned to May Davis Partners Acquisition Company, LLC. As part of the assignment the Company issued a convertible note to May Davis Partners Acquisition.

OnKaplan ~~February 20, 2013 (the "Effective Date"), the Company entered into promissory note, as amended (the “~~Note”) with JMJ Financial (the “Investor”), pursuant to which the Investor agreed to lend the Company up to an aggregate principal amount of $500,000 (the “Principal Sum”) for an aggregate purchase price of $450,000. The Investor provided $100,000 to the Company on the Effective Date. The Note matures one year from the date of each payment by the Investor to the Company (the “Maturity Date”).Payable

~~The~~On ~~Company~~March ~~may~~5, ~~repay the Note at any time on or before the 90th day after the Effective Date~~2014, ~~after which~~ the Company ~~may~~issued a ~~not~~promissory ~~make~~note ~~further payments on the Note prior~~ to ~~the~~Jeffrey ~~Maturity~~Kaplan ~~Date without written approval from~~ (the ~~Investor.~~“Kaplan ~~If the Company repays the~~ Note”) onin ~~or before~~ the ~~90th~~amount ~~day~~of ~~after the Effective Date~~$30,000 ~~the~~for ~~interest~~working ~~rate~~capital ~~under~~advance. ~~the~~The Kaplan Note ~~shall~~was bedue ~~zero percent (0%). If the Company does not repay the Note~~ on orMarch ~~before~~10, ~~the~~2014 ~~90th~~and ~~day~~has ~~after~~simple ~~the Effective Date, a one-time~~ interest ~~payment~~ of 1210% ~~shall~~per ~~be applied to the Principal Sum~~annum.

~~The~~At ~~Investor~~June ~~may convert~~30, ~~beginning on the six month anniversary of the Effective Date~~2014, the ~~outstanding~~ principal ~~and accrued interest~~ balance on the Kaplan Note ~~into~~was ~~shares of the Company’s common stock, par value~~ $0.001 per share at a conversion price per share equal to the lesser of (i) $0.16 or (ii) 60% of the lowest trade price in the 25 trading days prior to the date of conversion (the “Conversion Price”). The Conversion Price will be subject to adjustment for30,000 ~~among other things, the Company’s failure to be DTC eligible~~ and ~~only~~accrued ~~being~~interest ~~Xclearing~~was ~~deposit eligible~~$975.

~~The~~As ~~Company~~of ~~shall~~June ~~include~~30, on2014 ~~the next registration statement the Company files with Securities~~ and ~~Exchange~~December ~~Commission~~31, 2013, ~~(or on~~ the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of the Note. Failure to include such securities on the next registration statement will result in liquidated damages of 25% of the outstanding principal balance of the ~~Note,~~Company's ~~but~~notes ~~not less than $25,000, being immediately due and~~ payable towere ~~the~~as ~~Investor at its election in the form of cash or added to the Principal Sum of the Note.~~follows:

			(Restated)
	June 30, 2014		December 31, 2013
Consorteum Notes	$	236,600	$	236,600
May Davis Notes		—		75,000
MD Global Notes		—		19,000
Highland Notes		10,500		10,500
Sichenzia Ross		—		386,445
Kaplan Note		30,000		—
Total	$	277,100	$	727,545

~~Intellicell BioSciences Inc. and Subsidiary~~15

~~NOTES~~9. TORelated ~~CONSOLIDATED~~Party ~~FINANCIAL STATEMENTS~~Transactions

~~(Unaudited)~~Rent

The ~~Investor~~Company ~~has~~is ~~contractually~~provided ~~agreed~~office toand ~~restrict~~lab facilities ~~its~~and ~~ability~~related toservices ~~convert~~by ~~the~~a ~~Note~~company ~~such~~owned ~~that~~by the ~~number~~Company’s ofCEO, ~~shares~~a ofsignificant ~~the~~shareholder ~~Company~~(Note ~~common~~15, ~~stock~~Commitments). The ~~held~~Company byhas ~~the~~recorded ~~Investor~~rent and ~~its~~utilities ~~affiliates~~expenses ~~after~~of ~~such~~$215,350 ~~conversion~~and ~~does~~$193,800, ~~not~~respectively, ~~exceed~~for ~~4.99%~~the ofsix ~~the~~months ~~Company’s~~ended ~~then~~June ~~issued~~30, 2014 and ~~outstanding shares of Common Stock~~2013.

SoOfficer long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the Investor in the Note, then the Company shall notify the Borrower of such additional or more favorable term and such term, at Investor’s option, shall become a part of the transaction documents with the Investor.Salary

AsThe Company has recorded a salary expense of ~~September~~$68,750 and $68,750 for the three months ended June 30, 2014 and 2013 and $137,500 and $137,500 for the six months ended June 30, 2014 and 2013, respectively for the Company'’s ~~notes~~CEO, ~~payable~~and ~~amounted~~a toshareholder and a salary expense totaling approximately $~~111~~45,~~111~~000 ~~plus~~and ~~accrued~~$45,000 ~~interest~~for ofthe three months ended June 30, 2014 and 2013 and $1290,000 and $90,000 ~~totaling~~for ~~$123~~the six months ended June 30,~~111~~ 2014 and 2013, respectively, recorded for the Company’s Executive Vice President, a shareholder and the spouse of the Company's CEO.

In Officer ~~August 2013 the Company was advised that the promissory note was assigned to Redwood Management, LLC.~~Advance

~~JJK~~From time to time, ~~LLC~~the ~~Notes~~Company ~~Payable~~has received advances from certain of its officers to meet short term working capital needs. These advances may not have formal repayment terms or arrangements.

OnAdvances ~~May~~due ~~29,~~for ~~2013~~working ~~and~~capital ~~June~~purposes amounted ~~26,~~to ~~2013, the Company issued promissory notes in the amount of~~ $~~50,000~~-0 ~~and~~as ~~$75,000, respectively, for advances from JJK, LLC. The terms~~ of ~~the~~June ~~note require repayment in~~ 30, ~~days~~2014 and anDecember ~~annual~~31, ~~interest~~2013, ~~rate of 10%~~respectively. ~~The notes are currently due and payable.~~

AsRegen ~~of September 30, 2013, the Company's notes payable in favor of JJK, LLC amounted to $125,000, plus accrued interest of $3,674, totaling $128,674.~~Agreement

InOn ~~August~~April ~~2013~~16, 2012, the Company entered into a technology license and administrative services agreement (the “Agreement”) with Regen Medical P.C., the medical practice which is owned by, and through which, the Company CEO, Dr. Steven Victor, engages in the practice of Cosmetic Dermatology (“Regen Medical”). Pursuant to the Agreement, the Company, among other things, (i) granted Regen Medical the non-exclusive and non-assignable license to utilize the Company's proprietary process and technology for its patients, (ii) granted Regen Medical a license to use a laboratory which can be used by Regen Medical for use of the Company’s proprietary process and (iii) was ~~advised~~appointed ~~that~~as the ~~promissory~~exclusive ~~note~~manager and administrator of Regen Medical’s operations which relates to the implementation of the Company's proprietary process as well as Regen Medical’s cosmetic dermatology practice, and (iv) was appointed ~~assigned~~the sole provider of non-medical managerial, administrative and business functions for Regen Medical’s cosmetic dermatology practice. The Agreement became effective as of April 16, 2012 and was to ~~Redwood~~continue ~~Management~~until April 16, ~~LLC~~2017. Thereafter, the Agreement was to be automatically renewed for successive five year periods unless either party notifies the other in writing of its intention not to renew the Agreement.

~~May~~In ~~Davis~~consideration ~~Partners~~for ~~Note~~the ~~Payable~~services to be provided under the Agreement, Regen Medical was to pay the Company (i) an annual administrative fee of $600,000, payable in equal monthly installments during the term of the agreement (subject to an annual increase of up to a maximum of ten percent (10%) beginning on the second anniversary of the effective date), (ii) an annual technology license fee of $120,000, payable in equal monthly installments during the term of the agreement, for the use of our proprietary process (including the laboratory and the laboratory technician) and (iii) a processing fee of $1,000 for each tissue processing case that utilizes our proprietary process. The Company is also entitled to a an annual performance fee during the term of either (i) $150,000, in the event total income to Regen Medical exceeds $5,500,000 or (ii) $200,000, in the event that total income to Regen Medical exceeds $7,000,000. In addition, beginning on October 16, 2013 and on each six month anniversary thereafter during the term, the Company is entitled to a share of Regen Medical’s Savings (as defined below), minus its share of any Loss (as defined below”), based upon an agreed upon base burden percentage for Regen Medical (the “Base Burden Percentage”). The Base Burden Percentage is to be calculated by dividing (a) the aggregate actual costs of Regen Medical paid by the Company during the period ending on December 31, 2011 by (b) the aggregate revenue of Regen Medical collected by the Company during the period ending on December 31, 2011; provided , however , that the Base Burden Percentage shall be recalculated on January 1, 2013 and every 12 months thereafter during the term by dividing (i) the aggregate actual costs for the Regen Medical paid by the Company during the preceding three six-month periods by (ii) the aggregate Savings or Loss is to be calculated by subtracting (a) the aggregate actual costs for the Regen Medical paid by the Company during the preceding Period from (b) an amount equal to (I) the Base Burden Percentage multiplied by (ii) the aggregate revenue of the Regen Medical collected by the Company during the preceding Period (the “Burden Amount”). If the Burden Amount exceeds the Period Actual Costs (the “Savings”) or the Period Actual Costs exceed the Burden Amount (the “Loss”), Regen Medical and the Company shall share such Savings or Loss 65% for the account of the Regen Medical and 35% for the account of the Company. The Company recognized revenue of $0 and $514,000 for the year ended December 31, 2013 and 2012, respectively, under the agreements.

On September 4, 2013, the Company issued a promissory note in the amount of $75,000, for $75,000 cash, of which $72,000 went to pay accrued expenses for accounting fees and $3,000 were expensed as legal fees, to May Davis Partners. The terms of the note require repayment in 21 days and 10% compounded interest effective upon the maturity date of September 25, 2013. The note is currently due and payable.16

AsOn August ~~of September 30~~26, 2013, the Company's and ~~May~~Regen ~~Davis~~Medical ~~Partners~~entered ~~note~~into ~~payable~~a ~~amounted~~termination and general release agreement (the “Termination Agreement”), effective December 31, 2012 (the “Effective Date”), pursuant to which the Company and Regen Medical agreed, among other things, that as of the Effective Date, (i) the Company shall forgive the $75514,000, ~~plus~~owed ~~accrued~~to ~~interest~~the Company by Regen Medical under the Regen Medical Agreement in exchange for the exclusive right to certain open label data and other data which the Company would like to have the rights to use as empirical data or evidence of ~~$123~~the efficacy of the Company’s proprietary process (the “Clinical Data”), ~~totaling~~(ii) ~~$75~~the parties will take all necessary steps to enter into an agreement for the grant of a license to Regen Medical for the Company’s proprietary process as well as a license of the Clinical Data,~~123~~ (iii) the Regen Medical Agreement is terminated in its entirety and shall be deemed null and void and of no further force or effect and (iii) neither Company nor Regen Medical shall have any further rights or obligations under the Regen Medical Agreement. Each party also provided a general release to the other party with respect to the Regen Medical Agreement and all transactions contemplated by the Regen Medical Agreement.

~~8. Related Party Transactions~~Revenue

~~Rent~~Intellicell charges Regen Medical a processing fee of $2,500 for each tissue processing case that uses Intellicell’s proprietary process. For the six months ended June 30, 2014, Intellicell completed 26 cases for a total revenue of $65,000. All cases were performed for Regen Medical patients.

InResearch ~~2012, the Company was provided office facilities~~ and related services by a company owned by the Company’s Chief Executive Officer, Dr. Steven Victor. The Company has recorded rent, administrative, and office overhead expenses of $0 and $30,000, representing the Company’s portion of use for such for the nine months ended September 30, 2013 and 2012, respectively.Development

14Research and development costs for the six months ended June 30, 2014 and 2013 were $270,500 and $501,803 respectively. These fees were accrued and paid to Regen Medical for services as the attending physician in twenty six (26) and thirty eight (38) patient cases respectively. These cases are included as part of the Company’s ongoing research of its technologies and processes.

~~Intellicell~~As ~~BioSciences~~of ~~Inc.~~June 30, 2014 and ~~Subsidiary~~December 31, 2013, accrued research fees totaled $0 and $361,000, respectively.

~~NOTES~~Accrued TOliabilities, ~~CONSOLIDATED~~related ~~FINANCIAL STATEMENTS~~parties, net

~~(Unaudited)~~The Company has ongoing transactions with related parties. These parties extend credit on behalf of the Company.

~~Officer~~As ~~Salary~~of June 30, 2014 and December 31, 2013, the following related party amounts were due from (to) the Company:

The Company has recorded a salary expense of $68,750 and $206,250 for each of the three and nine months ended September 30, 2013 and 2012 for Dr. Steven Victor as a result of his serving in the capacity of the Company’s Chief Executive Officer and a salary expense totaling approximately $45,000 and $135,000, and $45,000 and $115,000 for the three and nine months ended September 30, 2013 and 2012, respectively, recorded for the Company’s Executive Vice President who is a related party, a shareholder and the spouse of the Company's Chief Executive Officer.

		6/30/14			12/31/2013
Fees Receivable From Regen for Processing of adipose tissues for Regen patients	$	(32,500	)	$	—
Advances to Dr. Steven Victor, CEO		-0-			(530,534	)
Credit card payables		2,072			176,940
Accrued research fees, Due to Regen Medical, net of Advances of $93,174 as December 31, 2013		-0-			267,826
Accrued payroll		411,689			393,389
Totals	$	381,261		$	307,621

~~Research and Development~~17

~~As of September 30, 2013 and December 31, 2012, accrued research fees consist of fees due to Dr~~10. ~~Steven~~Convertible Victor for services as the attending physician in thirty-eight (38) patient cases included as part of the Company’s ongoing research of its technologies and processes in 2011. Payment of these fees will be contingent upon the Company either generating $2.0 million in revenues or completing an equity offering of the Company’s common stock or other securities equal to or greater than $5.0 million, whichever occurs first.Debentures

AsMay of2011 ~~September~~Convertible ~~30,~~Debenture ~~2013 and December 31, 2012, the following amounts were owed to related parties:~~Offering

	9/30/2013		12/31/2012
Accrued salaries	$	1,094,897	$	1,027,314
Accrued research fees		361,000		361,000
	$	1,455,897	$	1,388,314

In May 2011, IntelliCell completed a convertible debt offering aggregating $1,385,000. The units offered consist of a $50,000 subordinated convertible debenture payable one year from the date of issue with interest at a rate of 6% and convertible, at the option of the holder, into the Company’s common stock at an initial conversion price of $1.72 per share (the “May 2011 Debentures”). Each unit also included a detachable five (5) year warrant to purchase 57,143 shares of IntelliCell’s common stock at an exercise price of $1.72 per share. The proceeds from the issuance of convertible debt securities with detachable warrants were allocated between the warrants and the debt security. The discount is being amortized over the life of the debt. As of December 31, 2011, the Company recorded an original issue discount of $288,564 related to the value of the warrants that will be amortized as interest expense over the initial one year term of the May 2011 Debentures.

~~Officer~~As ~~Advance~~a result of the Company’s Merger, and the effect of recapitalization, the exercise price of the May 2011 Debentures and warrants was decreased from $1.72 to $.88. The subordinated convertible debentures are convertible into an aggregate of 1,561,443 shares of common stock and warrants to purchase an aggregate of 3,071,542 shares of common stock.

~~From~~On ~~time~~May 17, 2012, the holder of an aggregate of $500,000 principal amount of IntelliCell Notes informed the Company that it is in default and demanded repayment under the IntelliCell Notes. Pursuant to ~~time~~the terms of the IntelliCell Notes, upon the occurrence, after the expiration of a cure period of fifteen (15) days with respect to monetary defaults, following the receipt by the Company ~~has~~of ~~received~~written ~~advances~~notice from ~~one~~a holder of a default in the payment of any installment of principal or interest, or any part thereof, when due, a holder, at its ~~officers~~election may accelerate the unpaid balance of the principal and all accrued interest due under this Note and declare the same payable at once without further notice or demand. Upon an event of default under the IntelliCell Notes, the holders of the IntelliCell Notes shall be entitled to, ~~meet~~among ~~short~~other ~~term~~things ~~working~~(i) ~~capital~~the ~~needs~~principal amount of the IntelliCell Notes along with any interest accrued but unpaid thereon and (ii) costs and expenses in connection with the collection and enforcement under the IntelliCell Notes, including reasonable attorneys’ fees. As a result of the notice of default, the IntelliCell Notes in the aggregate principal amount of $1,360,000 were immediately due and payable. In conjunction with the agreement arrangements with the note holders, $77,744 of accrued interest was converted to 89,358 shares of the Company's common stock in May 2012. Furthermore, a $25,000 convertible debenture and related accrued interest of $904 was converted to 29,436 shares of common stock during the year ended December 31, 2012.

~~Cumulative~~During ~~advances~~the ~~received~~year ~~for~~ended ~~working~~December ~~capital~~31, ~~purposes~~2013, Redwood ~~amounted~~Management, toLLC (“Redwood”) assumed $~~238~~1,~~044~~030,000 ~~and~~of ~~$181~~the May 2011 Debentures,~~858~~ aswhich included $600,000 of ~~September~~principal and 30$60,781 ~~2013~~of ~~and~~accrued ~~December~~interest ~~31,~~as ~~2012~~part of Redwood Deal #1, ~~respectively.~~and ~~These~~$430,000 ~~advances~~as dopart ~~not~~of ~~have~~Redwood ~~formal~~Deal ~~repayment~~#2 ~~terms~~(see orNote ~~arrangements~~10).

~~Regen~~During ~~Agreement~~the three months ended March 31, 2014, the remaining $330,000 balance of the May 2011 notes were assigned by the holders to various investors. As of March 31, 2014, the May 2011 Debentures were paid in full to the original holders.

OnHudson ~~April 16~~Street, ~~2012,~~LLC ~~the~~Convertible Company entered into a technology license and administrative services agreement (the “Agreement”) with Regen Medical P.C., the medical practice which is owned by, and through which, our Chief Executive Officer, Dr. Steven Victor, engages in the practice of Cosmetic Dermatology (“Regen Medical”). Pursuant to the Agreement, the Company, among other things, (i) granted Regen Medical the non-exclusive and non-assignable license to utilize the Company's proprietary process and technology for its patients, (ii) granted Regen Medical a license to use a laboratory which can be used by Regen Medical for use of the Company’s proprietary process and (iii) was appointed as the exclusive manager and administrator of Regen Medical’s operations which relates to the implementation of the Company's proprietary process as well as Regen Medical’s cosmetic dermatology practice, and (iv) was appointed the sole provider of non-medical managerial, administrative and business functions for Regen Medical’s cosmetic dermatology practice. The Agreement became effective as of April 16, 2012.Debentures

15On October 7, 2013, Hudson Street LLC (“Hudson”), assumed a total of $300,000 of convertible notes from Redwood as part of their total convertible debentures. On October 31, 2013, the Company issued a secured convertible debenture with Hudson for $100,000 (combined, the “Hudson Debentures”). Under the terms of the agreement, Hudson has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the Hudson Debentures require repayment on the date of the note and bears a 10% simple annual interest rate. The Hudson Debentures are convertible into shares of the Company’s common stock at a price equal to 48.5% of the average 3 lowest trades (not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $100,000 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

~~Intellicell~~During ~~BioSciences~~the ~~Inc.~~six months ended June 30, 2014, $210,900 of the principal balance of the Hudson debentures and ~~Subsidiary~~$6,417 of the accrued interest was converted to 240,949,354 shares of common stock.

~~NOTES~~As TOof ~~CONSOLIDATED~~June ~~FINANCIAL~~30, ~~STATEMENTS~~2014 and December 31, 2013, the Hudson Debentures had a principal balance totaling $-0- and $210,900, and accrued interest of $3,303 and $4,527, respectively.

~~(Unaudited)~~18

InBurrington ~~consideration for the services to be provided under the Agreement~~Capital, ~~Regen~~LLC Medical is to pay the Company (i) an annual administrative fee of $600,000, payable in equal monthly installments during the term of the term of the agreement (subject to an annual increase of up to a maximum of ten percent (10%) beginning on the second anniversary of the effective date), (ii) an annual technology license fee of $120,000, payable in equal monthly installments during the term of the term of the agreement, for the use of our proprietary process (including the laboratory and the laboratory technician) and (iii) a processing fee of $1,000 for each tissue processing case that utilizes our proprietary process. The Company is also entitled to an annual performance fee during the term of either (i) $150,000, in the event total income to Regen Medical exceeds $5,500,000 or (ii) $200,000, in the event that total income to Regen Medical exceeds $7,000,000. In addition, beginning on October 16, 2013 and on each six month anniversary thereafter during the term, the Company is entitled to a share of Regen Medical’s Savings (as defined below), minus its share of any Loss (as defined below”), based upon an agreed upon base burden percentage for Regen Medical (the “Base Burden Percentage”). The Base Burden Percentage is to be calculated by dividing (a) the aggregate actual costs of Regen Medical paid by the Company during the period ending on December 31, 2011 by (b) the aggregate revenue of Regen Medical collected by the Company during the period ending on December 31, 2011; provided , however , that the Base Burden Percentage shall be recalculated on January 1, 2013 and every 12 months thereafter during the term by dividing (i) the aggregate actual costs for the Regen Medical paid by the Company during the preceding three six-month periods by (ii) the aggregate Savings or Loss is to be calculated by subtracting (a) the aggregate actual costs for the Regen Medical paid by the Company during the preceding Period from (b) an amount equal to (I) the Base Burden Percentage multiplied by (ii) the aggregate revenue of the Regen Medical collected by the Company during the preceding Period (the “Burden Amount”). If the Burden Amount exceeds the Period Actual Costs (the “Savings”) or the Period Actual Costs exceed the Burden Amount (the “Loss”), Regen Medical and the Company shall share such Savings or Loss 65% for the account of the Regen Medical and 35% for the account of the Company. The Company incurred revenue of $150,000 for the three and nine months ended September 30, 2012 under the agreements.Convertible Debentures

On ~~August~~January 262, ~~2013,~~2014 ~~the Company~~ and ~~Regen~~on ~~Medical~~February ~~entered~~5, 2014, ~~into~~Burrington aCapital, ~~termination~~LLC ~~and general release agreement~~ (~~the~~ “~~Termination Agreement~~Burrington”), ~~effective~~was ~~December~~assigned ~~31,~~and ~~2012~~assumed ~~(the~~a ~~“Effective~~total ~~Date”)~~of $200,000 ~~pursuant~~from toholders ~~which~~of the ~~Company~~May ~~and~~2011 offering. ~~Regen~~In ~~Medical agreed~~addition, ~~among~~on ~~other~~January ~~things~~7, ~~that~~2014 asthe ofCompany ~~the~~issued ~~Effective~~a ~~Date~~secure convertible debenture for $100,000 (i)combined, the ~~Company~~“Burrington Debentures”). ~~shall~~Under ~~forgive~~the terms of the ~~$514~~agreement,~~000~~ ~~owed~~Burrington tohas the ~~Company~~rights byof ~~Regen~~first ~~Medical~~refusal ~~under~~for ~~the~~a ~~Regen~~period ~~Medical~~of ~~Agreement~~eighteen inmonths from ~~exchange~~the ~~for~~issuance of the ~~exclusive~~debenture ~~right~~on toany ~~certain~~issuance ~~open~~or ~~label~~sale ~~data~~of ~~and~~capital ~~other~~stock ~~data~~that ~~which~~ the Company ~~would~~issues ~~like~~ to ~~have~~raise ~~the~~additional ~~rights~~capital. The toterms ~~use~~of asthe ~~empirical~~Burrington ~~data~~Debentures orrequire ~~evidence~~repayment ofon the ~~efficacy~~date of the ~~Company’s~~note ~~proprietary~~and ~~process~~bears ~~(the~~a ~~“Clinical~~10% ~~Data”),~~simple ~~(ii)~~annual ~~the~~interest ~~parties~~rate. ~~will~~The Burrington ~~take~~Debentures ~~all~~are ~~necessary~~convertible ~~steps to enter~~ into anshares ~~agreement~~of ~~for~~ the ~~grant~~Company’s ofcommon stock at a ~~license~~price equal to ~~Regen~~48.5% ~~Medical~~of ~~for~~ the ~~Company’s~~average 3 ~~proprietary~~lowest ~~process~~trades as(not ~~well~~on asthe asame ~~license~~day) of the ~~Clinical~~common ~~Data,~~stock ~~(iii)~~of the ~~Regen~~20 ~~Medical~~trading ~~Agreement~~days isimmediately ~~terminated~~preceding inthe ~~its~~conversion ~~entirety~~date ~~and~~as ~~shall~~quoted by beBloomberg, ~~deemed~~LP. ~~null~~The ~~and~~conversion ~~void~~feature ~~and~~ of nothe ~~further~~debentures ~~force~~have orbeen ~~effect~~bifurcated ~~and~~from ~~(iii)~~the ~~neither~~host ~~Company~~contract ~~nor~~and ~~Regen~~accounted ~~Medical~~for ~~shall~~separately as ~~have~~a ~~any~~derivative. ~~further~~The ~~rights~~bifurcation orof ~~obligations under~~ the ~~Regen~~embedded ~~Medical~~derivative ~~Agreement.~~created ~~Each~~a ~~party~~debt ~~also~~discount ~~provided~~which areduced ~~general~~the ~~release~~book tovalue of the ~~other~~$100,000 debenture ~~party~~and ~~with~~increases ~~respect~~prospectively to the ~~Regen~~amount ~~Medical~~of ~~Agreement~~interest ~~and~~expense ~~all~~to ~~transactions~~be ~~contemplated~~recognized byover the ~~Regen~~life ~~Medical~~of ~~Agreement~~the debenture.

~~Research~~During the six months ended June 30, 2014, $200,000 of the principle balance of the Burrington Debentures and ~~Development~~$13,050 of the accrued interest were converted to 234,135,918 shares of common stock.

~~Research~~At ~~and~~June ~~development costs for the three and nine months ended September~~ 30, ~~2013 and 2012 was $14~~2014,~~588~~ ~~and $516,391, and $76,221 and $199,670, respectively, including fees accrued and payable to Regen Medical for services as~~ the ~~attending~~Burrington ~~physician~~Debentures had ina ~~fifteen~~principal ~~(15)~~balance ~~patient~~totaling ~~cases included as part of the Company’s ongoing research of its technologies and processes in the amount of~~ $~~0 and $287~~100,000 ~~for the three~~ and ~~nine months ended September 30, 2013, respectively. No fees were~~ accrued ininterest ~~the~~of ~~nine months ending September 30~~$14, ~~2012~~903.

AsKesselBrenner ofConvertible ~~September 30, 2013 and December 31, 2012, the following advances were due to the Company from related parties:~~Debentures

	9/30/2013		12/31/2012
Regen Medical advances, net of accrued research fees due of $287,000 and $0 as of September 30, 2013 and December 31, 2012, respectively	$	57,497	$	285,434
	$	57,497	$	285,434

On January 10, 2014, Dr. Michael KesselBrenner was assigned and assumed a total of $25,000 from holders of the May 2011 offering. In addition, on January 31, 2014 the Company issued a secure convertible debenture for $25,000 (combined, the “KesselBrenner Debentures”). Under the terms of the agreement, Dr. Michael KesselBrenner has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the KesselBrenner Debentures require repayment on the date of the note and bears a 10% simple annual interest rate. The KesselBrenner Debentures are convertible into shares of the Company’s common stock at a price equal to 48.5% of the average 3 lowest trades (not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $25,000 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

9.During ~~Convertible~~the six months ended June 30, 2014, $25,000 of the principal balance of the KesselBrenner Debentures was converted into 27,203,482 shares of common stock.

~~May 2011 Offering~~19

InAt ~~May~~June ~~2011~~30, ~~IntelliCell completed a convertible debt offering aggregating $1~~2014,~~385,000.~~ ~~The units offered consist of a $50,000 subordinated convertible debenture payable one year from~~ the ~~date~~KesselBrenner Debentures ofhad ~~issue with interest at~~ a ~~rate~~principal ofbalance 6%totaling ~~and convertible, at the option of the holder, into the Company’s common stock at an initial conversion price of~~ $~~1.72 per share. Each unit also included a detachable five (5) year warrant to purchase 57~~25,~~143~~000 shares of IntelliCell’s common stock at an exercise price of $1.72 per share. The proceeds from the issuance of convertible debt securities with detachable warrants were allocated between the warrants and ~~the~~accrued debt security. The discount is being amortized over the life of the debt. As of September 30, 2013, the Company recorded an original issue discount of $288,564 related to the value of the warrants that was amortized as interest ~~expense over the initial one year term~~ of ~~the convertible debentures. During the three and nine months ended September 30, 2012, the Company recognized~~ $~~0 and $72~~3,~~141 of interest expense as a result of the amortization~~756.

16Liben Convertible Debentures

~~Intellicell~~On ~~BioSciences~~January ~~Inc~~27, 2014, Barry Liben was assigned and assumed a total of $65,000 from holders of the May 2011 offering. In addition, on January 27, 2014 the Company issued a secure convertible debenture for $70,000 (combined, the “Liben Debentures”). Under the terms of the agreement, Barry Liben has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the Liben Debentures require repayment on the date of the note and ~~Subsidiary~~bears a 10% simple annual interest rate. The Liben Debentures are convertible into shares of the Company’s common stock at a price equal to 52% of the average 3 lowest trades (not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $70,000 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

~~NOTES~~During TOthe ~~CONSOLIDATED~~six ~~FINANCIAL~~months ~~STATEMENTS~~ended June 30, 2014, $58,286 of the principal balance of the Liben Debentures was converted into 63,422,742 shares of common stock.

~~(Unaudited)~~At June 30, 2014, the Liben Debentures had a principal balance totaling $76,715 and accrued interest of $9,264.

~~The~~Brother ~~Company accounted for the conversion features underlying the convertible debentures in accordance with GAAP~~Capital, asLLC the conversion feature embedded in the convertible debentures could result in the debentures being converted to a variable number of the Company’s common shares. The Company determined the value of the derivate conversion features of these debentures issued during the year ended December 31, 2011 at the relevant commitment dates to be $32,209 utilizing a Black-Scholes valuation model. The change in fair value of the liability for the conversion feature resulted in a reduction to charge to income of $(18,074) and $(587,460) during the three and nine months ended September 30, 2013 and $62,097 and $(4,410,044) during the three and nine months ended September 30, 2012. The fair value of the derivative conversion features was determined to be $59 and $587,520 at September 30, 2013 and December 31, 2012, respectively.Convertible Debentures

~~The~~On ~~Company~~January ~~accounted~~13, ~~for~~2014, ~~the~~Brother ~~detachable~~Capital, LLC ~~warrants~~(“Brother”) ~~included~~was ~~with~~assigned ~~the~~and ~~convertible~~assumed ~~debentures~~a astotal ~~liabilities~~of in$75,000 ~~accordance~~from ~~with~~holders ~~GAAP~~of the May 2011 offering. In addition, ason January 21, 2014 the ~~warrants~~Company ~~are~~issued ~~subject~~a tosecure ~~anti-dilution~~convertible ~~protection~~debenture ~~and~~for ~~could~~$75,000 ~~result~~(combined, inthe ~~them~~“Brother ~~being~~Debentures”). Under ~~converted~~the toterms aof ~~variable~~the ~~number~~agreement, ofBrother has the ~~Company’s~~rights ~~common~~of ~~shares.~~first ~~The~~refusal ~~Company~~for ~~determined~~a period of eighteen months from the ~~value~~issuance of the ~~derivate~~debenture ~~feature~~on any issuance or sale of capital stock that the ~~warrants~~Company ~~issued~~issues ~~during~~to ~~year~~raise ~~ended~~additional ~~December~~capital. ~~31,~~The ~~2011~~terms atof the ~~relevant~~Brother Debentures ~~commitment~~require ~~dates~~repayment toon bethe ~~$332,401~~date ~~utilizing~~of the note and bears a ~~Black-Scholes~~10% ~~valuation~~simple ~~model~~annual interest rate. The ~~change~~Brother inDebentures ~~fair~~are ~~value~~convertible into shares of the ~~liability~~Company’s ~~for~~common ~~the~~stock ~~warrants~~at ~~resulted in~~ a ~~reduction~~price equal to 48.5% of the ~~charge~~average to3 ~~income~~lowest oftrades $(~~56,526)~~not ~~and~~on ~~$(381,802~~the same day) of ~~during~~the common stock of the ~~three~~20 ~~and~~trading ~~nine~~days ~~months~~immediately ~~ended~~preceding ~~September~~the ~~30,~~conversion ~~2013,~~date ~~and~~as ~~$(77,096)~~quoted ~~and~~by ~~$(10~~Bloomberg,~~008,017)~~ ~~during~~LP. The conversion feature of the ~~three~~debentures ~~and~~have ~~nine~~been ~~months~~bifurcated ~~ended~~from ~~September~~the ~~30,~~host ~~2012,~~contract ~~respectively.~~and ~~The~~accounted ~~fair~~for ~~value~~separately as a derivative. The bifurcation of the embedded derivative ~~conversion~~created ~~features~~a ~~was~~debt ~~determined~~discount towhich bereduced $the ~~6,748~~book ~~and~~value of the $~~388~~75,~~550~~000 atdebenture ~~September~~and ~~30,~~increases ~~2013~~prospectively the ~~and~~amount ~~December~~of ~~31,~~interest ~~2012,~~expense ~~respectively~~to be recognized over the life of the debenture.

OnDuring ~~May 17, 2012,~~ the ~~holder~~six ofmonths anended ~~aggregate~~June ~~of $500~~30,~~000 principal amount of IntelliCell Notes informed the Company that it is in default and demanded repayment under the IntelliCell Notes. Pursuant to the terms of the IntelliCell Notes~~ 2014, ~~upon the occurrence~~$42,286 ~~after the expiration~~ of ~~a cure period of fifteen (15) days with respect to monetary defaults, following~~ the ~~receipt by the Company of written notice from a holder of a default in the payment of any installment of~~ principal ~~or interest, or any part thereof, when due, a holder, at its election may accelerate the unpaid~~ balance of the ~~principal~~Brother ~~and~~Debentures all accrued interest due under this Note and declare the same payable at once without further notice or demand. Upon an event of default under the IntelliCell Notes, the holders of the IntelliCell Notes shall be entitled to, among other things (i) the principal amount of the IntelliCell Notes along with any interest accrued but unpaid thereon and (ii) costs and expenses in connection with the collection and enforcement under the IntelliCell Notes, including reasonable attorneys’ fees. As a result of the notice of default, the IntelliCell Notes in the aggregate principal amount of $1,360,000 are immediately due and payable. The Company is currently working with its investors on making arrangements to honor its obligations under the IntelliCell Notes, however, there can be no assurance that any such arrangements will ever materialize or be permissible or sufficient to cover any or all of the obligations under the IntelliCell Notes. In conjunction with the agreement arrangements with the note holders, $77,744 of accrued interest was converted tointo 8968,~~358 shares of the Company's common stock in May 2012. Furthermore~~836,230 ~~a $25,000 convertible debenture and related accrued interest of $904 was converted to 29,436~~ shares of common stock ~~in the prior year ended December 31, 2012~~.

~~Redwood~~At ~~Management~~June 30, ~~LLC~~2014, ~~Convertible~~the ~~Debenture~~Brother Debentures had a principal balance totaling $107,714 and accrued interest of $12,809.

OnPatrick ~~August 1~~Tuohy, ~~2013,~~Convertible the Company issued a convertible debenture with Redwood Management, LLC for $250,000. The Company received $125,000 cash, of which $15,000 are being amortized as financing fees over the term of the convertible debenture, on August 7, 2013 as a partial payment for the convertible debenture. The remaining $125,000 was recorded as an other receivable on the balance sheet, and was paid in October 2013.The terms of the convertible debenture require repayment in one year and bears a12% simple annual interest rate. The convertible debenture is convertible into shares of the Company’s common stock, par value $0.001 per share (the "Common Stock") at a price that shall be the lesser of $0.05 per share or 48% of the average of the lowest traded price of the Common Stock as quoted by Bloomberg, L.P. on any three trading days during the twenty trading days immediately preceding the conversion date. The convertible debenture may be prepaid in whole or in part at the Company’s option without penalty.Debentures

17On January 30, 2014, Patrick Tuohy was assigned and assumed a total of $10,000 from holders of the May 2011 offering (the “Tuohy Debentures”). Under the terms of the agreement, Patrick Tuohy has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the Tuohy Debentures require repayment on the date of the note and bears a 6% simple annual interest rate. The Tuohy Debentures are convertible into shares of the Company’s common stock at a price equal to 48.5% of the average 3 lowest trades (not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debenture has been bifurcated from the host contract and accounted for separately as a derivative.

~~Intellicell~~During ~~BioSciences~~the ~~Inc.~~six ~~and~~months ~~Subsidiary~~ended June 30, 2014, $10,000 of the principal balance of the Tuohy Debentures was converted into 10,881,392 shares of common stock.

~~NOTES~~At TOJune ~~CONSOLIDATED~~30, ~~FINANCIAL~~2014, ~~STATEMENTS~~the Tuohy Debentures had a principal balance totaling $0 and accrued interest of $969.

~~(Unaudited)~~Redwood Management, LLC Convertible Debentures

AsOn ofJanuary ~~September 30~~17, ~~2013~~2014 and on January 31, 2014, the Company's issued secure convertible debentures to Redwood Management, LLC ~~convertible~~for ~~debenture~~$67,000 ~~amounted~~and to $~~250~~75,000, ~~plus~~respectively ~~accrued~~(combined, the ~~interest~~“Redwood Debentures”). Under the terms of $5the agreement,~~000,~~ ~~totaling~~Redwood ~~$255~~Management,~~000~~ LLC has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The ~~related~~terms ~~amortizable~~of ~~financing~~the ~~fees~~Redwood ~~had~~Debentures arequire ~~balance~~repayment on the date of $the note and bears a 12~~,493~~% assimple annual interest rate. The Redwood Debentures are convertible into shares of ~~September~~the ~~30,~~Company’s ~~2013~~common stock at a price equal to 52% of the lowest traded price (not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $275,~~507~~000 ~~were~~debenture ~~expensed~~and asincreases ~~financing~~prospectively ~~fees~~the onamount of interest expense to be recognized over the ~~statement~~life of ~~operations~~the debenture.

~~As of September 30, 2013 and December 31, 2012, the Company's convertible debentures and accrued interest was as follows:~~20

	9/30/2013		12/31/2012
Convertible Debentures	$	1,610,000	$	1,360,000
Accrued interest		115,719		49,519
	$	1,725,719	$	1,409,519

At June 30, 2014, the Redwood Debentures had a principal balance totaling $142,000 and accrued interest of $7,189.

~~10.~~MD Global Convertible ~~Notes Payable~~Debentures

~~Convertible~~On ~~Promissory~~January ~~Note~~9, 2014 the Company issued a secure convertible debenture to MD Global for $50,000. Under the terms of the agreement, MD Global has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the MD Global Debentures require repayment on the date of the note and bears a 10% simple annual interest rate. The MD Global Debentures are convertible into shares of the Company’s common stock at a price equal to 48.5% of the average 3 lowest trades (not on the same day) of the common stock of the 180 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $50,000 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

OnAt June 730, ~~2012~~2014, the ~~Company~~MD ~~issued the Convertible Note in favor of TCA~~ Global ~~Master~~Debentures had ~~Fund,~~a ~~L.P.~~principal ~~("TCA")~~balance intotaling ~~the amount of~~ $~~500~~50,000. ~~The maturity date of the Convertible Note was June 7, 2013,~~ and ~~the~~accrued ~~Convertible Note bears~~ interest ~~at a rate~~ of ~~twelve percent (12%) per annum. The Convertible Note is convertible into shares of the Company’s common stock, par value~~ $02,403.001 per share (the "Common Stock") at a price equal to ninety-five percent (95%) of the average of the lowest daily volume weighted average price of the Common Stock during the five (5) trading days immediately prior to the date of conversion. The Convertible Note may be prepaid in whole or in part at the Company’s option without penalty.

~~Pursuant~~May toDavis ~~the~~Partners ~~terms~~Convertible of the Equity Agreement, for a period of twenty-four months commencing on the effective date of a registration statement. TCA is to commit to purchase up to $2,000,000 of the Company’s common stock, par value $0.001 per share (the “Shares”), pursuant to Advances, covering the Registrable Securities. The purchase price of the Shares under the Equity Agreement is equal to ninety-five percent (95%) of the lowest daily volume weighted average price of the Company’s common stock during the five (5) consecutive trading days after the Company delivers to TCA an Advance notice in writing requiring TCA to advance funds (an “Advance”) to the Company, subject to the terms of the Equity Agreement.Debentures

AsOn ~~further~~March ~~consideration~~5, 2014 the Company issued a secure convertible debenture to May Davis Partners for ~~TCA~~$25,000 ~~entering~~(the ~~into~~“May ~~and~~Davis ~~structuring~~Debenture”). Under the ~~Equity~~terms ~~Facility~~of the agreement, May Davis Partners has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company ~~paid~~issues ~~TCA~~to raise additional capital. The terms of the May Davis Debenture require repayment on the date of the note and bears a ~~fee~~10% bysimple ~~issuing~~annual ~~275,000~~interest rate. The May Davis Debenture are convertible into shares of ~~its~~the Company’s common stock ~~that~~at a price equal to 52% of the average 3 lowest trades (not on the same day) of the common stock of the 180 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $~~110~~25,000 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

InDuring ~~July~~the ~~2013~~six ~~the~~months ~~Company~~ended ~~was~~June ~~advised~~30, 2014, ~~that~~May ~~the~~Davis ~~TCA~~Partners ~~note~~converted ~~was~~$20,000 ~~sold~~of toa ~~Ironridge~~convertible ~~Global~~debenture ~~IV,~~issued ~~LTD,~~for ~~and~~financing onfees ~~August~~into 269, ~~2013~~157,509 ~~the~~shares ~~convertible~~of ~~note~~the ~~payable~~Company’s common ~~and accrued interest was paid in full~~stock.

~~Ludlow~~At ~~Capital~~June ~~Convertible~~30, ~~Promissory~~2014, ~~Note~~the May Davis Debenture had a principal balance totaling $25,000 and accrued interest of $1,163.

OnEmpire ~~April~~Equity ~~30, 2013, the Company issued a~~ Convertible Promissory Note to Ludlow Capital, LLC, for $15,000 in professional services. The terms of the Convertible Promissory Note require repayment immediately and beared a 0% interest rate. The Convertible Promissory Note is convertible into shares of the Company’s common stock, par value $0.001 per share (the "Common Stock") at a price that shall be 10% below the closing bid upon notice of conversion. The Convertible Promissory Note is currently due and payable. Debentures

18On February 5, 2014 the Company issued a secure convertible debenture to Empire Equity for $100,000 (the “Empire Debentures”). Under the terms of the agreement, Empire Equity has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the Empire Debentures require repayment on the date of the note and bears a 10% simple annual interest rate. The Empire Debentures are convertible into shares of the Company’s common stock at a price equal to 52% of the average 3 lowest trades (not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $100,000 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

~~Intellicell~~During ~~BioSciences~~the ~~Inc.~~six months ended June 30, 2014, $100,000 of the principal balance of the Empire Equity Debentures and ~~Subsidiary~~$704 of the accrued interest was converted into 63,011,684 shares of common stock.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~21

~~(Unaudited)~~At June 30, 2014, the Empire Equity Debentures had a principal balance totaling $-0- and accrued interest of $1,330.

AsLicense ofFee ~~September 30, 2013 and December 31, 2012, the Company's convertible notes payable and accrued interest was as follows:~~Conversions

	9/30/2013		12/31/2012
Notes Payable	$	515,000	$	500,000
Accrued interest		60,000		15,000
	$	575,000	$	515,000

On December 31, 2013, the Company issued three separate secured convertible debentures totaling $300,000 to convert license fees due certain third parties. Bill Hess, POBD Holding Co. was issued a convertible debenture for $80,000. Patty Dixon, Allwin Scientific Corp. was issued a convertible debenture for $60,000. Brian Kozer, MD was issued a convertible debenture for $160,000. The terms of these convertible debentures were the same: a maturity date of January 1, 2014, 10% simple interest calculated on a 360 day year, and a conversion rate equal to 48.5% of the average of the three lowest traded prices (not the same day) of the common Stock, determined on the then current trading market for the Common Stock for 20 trading days immediately preceding the Conversion Date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $300,000 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

11As of June 30, 2014 and December 31, 2013, the three convertible debentures from license fees had a balance due of $300,000, respectively, and had accrued interest of $45,000 and $30,000, respectively. ~~Derivative~~These ~~Liabilities~~debentures are currently in default.

~~The~~YA ~~Company~~Global ~~has~~Investments ~~issued~~LP various financial instruments to investors that contain full ratchet anti-dilution provisions. GAAP provides guidance on determining what types of financial instruments or embedded features in a financial instrument would cause the financial instrument to be classified as a liability instead of equity. Under the evaluation criteria, the Company concluded that the financial instruments that contained full ratchet anti-dilution provisions are to be treated as derivative liabilities. GAAP requires that the fair value of these liabilities be re-measured at the end of every reporting period with the change in value over the period reported in the statement of operations. These instruments were valued using pricing models which incorporate the Company’s stock price, volatility, U.S. risk free rate, dividend rate and estimated life.Convertible Debenture

~~The~~On ~~following~~March ~~table~~11, ~~sets~~2014, ~~forth~~ the Company’s ~~estimate~~entered into a Securities Purchase Agreement to issue and sell a secured convertible debenture to YA Global Investments, L.P., in the principal amount of $2,100,000 (the ~~fair~~“YA ~~value~~Global ofDebenture”). In addition to the ~~financial~~YA ~~instruments~~Global ~~that~~Debenture, ~~are~~the ~~classified~~Company asalso agreed ~~liabilities~~to asissue ofa ~~September~~warrant ~~30,~~to ~~2013~~purchase ~~and~~up ~~December~~to 31400,000,000 ~~2012:~~shares of common stock at an exercise price of $0.005 per share.

September 30, 2013

December 31, 2012

Quoted Prices in Active Markets for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

Quoted Prices in Active Markets for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

(Level 1)

(Level 2)

(Level 3)

Total

(Level 1)

(Level 2)

(Level 3)

Total

Derivative Liabilities

6,876

987,020

The YA Global Debenture matures on March 11, 2015 and accrues interest at an annual rate equal to 7.5%. At any time, and at its sole option, YA Global can to convert a portion or all amounts of principal and interest due and outstanding under the YA Global Debenture into shares of common stock at a price equal to 48.5% of the average of the three lowest prices per share of reported trades (not on the same day) of the common stock on the OTC Markets or on the exchange which the common stock is then listed as quoted by Bloomberg, LP during the 20 trading days preceding the conversion date. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $2,100,000 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

~~The~~As ~~following~~of ~~table~~June ~~sets~~30, ~~forth~~2014, athe ~~summary~~YA ofGlobal ~~changes~~Debenture had ina ~~fair~~principal ~~value~~balance of ~~our derivative liabilities for the nine months ended September 30~~$2,100,000 ~~2013~~ and ~~year~~accrued ~~ended~~interest ~~December~~of 31$48, ~~2012:~~125.

	30-Sep-13			31-Dec-12
Beginning balance		987,020			14,791,291
Fair value of financial instruments at issue date		-			19,036,312
Fair value of embedded conversion feature at issue date		-			-
Change in fair value of financial instrument included in the statement of operations		(392,684	)		(28,946,762	)
Change in fair value of embedded conversion feature included in the statement of operations		(587,460	)		(3,893,821	)
		6,876			987,020

Dominion Capital Debenture

~~The~~On ~~following~~March ~~tables~~24, ~~set~~2014, ~~forth~~Ironridge aGlobal sold ~~description~~the ofTCA ~~the~~Note ~~financial~~to ~~instruments~~Dominion ~~classified~~Capital asunder ~~derivative~~the ~~liabilities~~security assettlement ofagreement ~~September~~executed ~~30,~~between ~~2013~~the Company and ~~December~~Dominion 31Capital, ~~2012~~ and the ~~assumption~~Company ~~used~~issued a convertible debenture to ~~value~~Dominion Capital in the ~~instruments~~amount of $746,092 (the “Dominion Debenture”). The $746,092 principal balance included the original TCA Note of $500,000, accrued interest and pre-payment penalties of $246,092.

1922

~~Intellicell~~The ~~BioSciences~~Dominion ~~Inc~~Capital Debenture matures on March 24, 2015 and accrues interest at an annual rate equal to 7.5%. At any time, and ~~Subsidiary~~at its sole option, Dominion Capital can to convert a portion or all amounts of principal and interest due and outstanding under the Dominion Debenture into shares of common stock at a price equal to 48.5% of the average of the three lowest prices per share of reported trades (not on the same day) of the common stock on the OTC Markets or on the exchange which the common stock is then listed as quoted by Bloomberg, LP during the 20 trading days preceding the conversion date. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $746,092 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

~~NOTES~~As TOof ~~CONSOLIDATED~~June ~~FINANCIAL~~30, ~~STATEMENTS~~2014, the Dominion Debenture had a principal balance of $746,092, and accrued interest of $15,077.

~~(Unaudited)~~Issuance of Convertible Debentures – Vendor Services

~~Convertible~~On ~~Debentures~~January 1, 2014, the Company issued a secured convertible debenture with The Roth Firm for $196,612 to memorialize outstanding accounts payable. Under the terms of the agreement, The Roth Firm has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the convertible debenture require repayment on December 31, 2014 and bears a 10% simple annual interest rate. The convertible debenture is convertible into shares of the Company’s common stock at a price equal to 48.5% of the average 3 lowest trades (not on the same day) of the Common Stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $196,612 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

~~The~~At ~~derivative~~June ~~liabilities~~30, ~~related~~2014, toThe ~~the~~Roth ~~embedded~~Firm ~~conversion~~had a ~~feature~~principal ~~and~~balance ~~the~~of ~~outstanding~~$196,612 ~~warrants were valued using the Black-Scholes option valuation model~~ and ~~the~~accrued ~~following~~interest ~~assumptions~~of ~~on the following dates:~~$9,831.

~~Private~~On ~~Placement~~January ~~Offering~~1, 2014, the Company issued a secured convertible debenture with Mintz Levin for $25,382 to memorialize outstanding accounts payable. Under the terms of the agreement, Mintz Levin has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the convertible debenture require repayment on December 31, 2014 and bears a 10% simple annual interest rate. The convertible debenture is convertible into shares of the Company’s common stock at a price equal to 48.5% of the average 3 lowest trades (not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $25,382 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

~~The~~At ~~derivative~~June ~~liabilities~~30, ~~related~~2014, toMintz ~~the~~Levin ~~warrants~~had ~~issued~~a principal asbalance ~~part~~ of ~~the~~$25,382 ~~private placement offering were valued using the Black-Scholes option valuation model~~ and ~~the~~accrued ~~following~~interest ~~assumptions~~of ~~on the following dates:~~$1,269.

	9/30/2013						12/31/2012
	Embedded Detachable Warrants			Embedded Conversion Feature			Embedded Detachable Warrants			Embedded Conversion Feature
Risk free interest rate		3	%		3	%		3	%		3	%
Expected volatility (peer group)		105.09	%		105.09	%		105.09	%		105.09	%
Expected life (in years)		2.5			0.5			3.25			0.5
Expected dividend yield		-			-			-			-
Number outstanding		3,071,542			9,066,667			3,071,542			9,066,667
Fair value at issue date	$	10,309,950		$	4,481,341		$	10,309,950		$	4,481,341
Change in derivative liability for period ending September 30, 2013 and December 31, 2012, respectively	$	(10,303,202	)	$	(4,481,282	)	$	(9,921,400	)	$	(3,893,821	)
Fair value at	$	6,748		$	59		$	388,550		$	587,520

12On January 1, 2014, the Company issued a secured convertible debenture with Biologics Consulting Group for $93,006 to memorialize outstanding accounts payable. ~~Capital~~Under the ~~Stock~~terms of the agreement, Biologics Consulting Group has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the convertible debenture require repayment on December 31, 2014 and bears a 10% simple annual interest rate. The convertible debenture is convertible into shares of the Company’s common stock at a price equal to 48.5% of the average 3 lowest trades (not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $93,006 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

~~The~~At June 30, 2014, Biologics Consulting Group had a principal ~~features~~balance of ~~the~~$93,006 ~~Company's~~and ~~capital~~accrued ~~stock~~interest ~~are~~of ~~as follows:~~$4,650.

~~Series~~On BJanuary ~~Preferred~~1, ~~Stock~~2014, the Company issued a secured convertible debenture with Michael Friedman for $200,000 to memorialize outstanding compensation. Under the terms of the agreement, Michael Friedman has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the convertible debenture require repayment on December 31, 2014 and bears a 10% simple annual interest rate. The convertible debenture is convertible into shares of the Company’s common stock at a price equal to 48.5% of the average 3 lowest trades (not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $200,000 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

AsAt ofJune ~~September~~ 30, ~~2013 and December 31~~2014, ~~2012,~~Michael ~~the~~Friedman ~~Company has designated 21,000 shares of preferred stock as Series B preferred stock, with~~ had a ~~par~~principal ~~value~~balance of $~~.01 per share~~200,000 ~~of which 15,058 shares of preferred stock are issued~~ and ~~outstanding.~~accrued ~~Each~~interest ~~share~~ of ~~series B preferred stock shall be convertible into 1~~$10,000 ~~shares of the Company’s common stock~~. In addition, the holders of the series B preferred stock shall be entitled to notice of stockholders’ meeting and to vote as a single class with the holders of the Common Stock upon any matter submitted to the stockholders for a vote, and shall be entitled to such number of votes as shall equal the product of (a) the number of shares of Common Stock into which the series B preferred stock is convertible into on the record date of such vote multiplied by (b) ten (10).

On January 1, 2014, the Company issued a secured convertible debenture with University of Florida, Department of Materials Sciences & Engineering for $33,781 to memorialize outstanding accounts payable. Under the terms of the agreement, University of Florida, Department of Materials Sciences & Engineering has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the convertible debenture require repayment on December 31, 2014 and bears a 10% simple annual interest rate. The convertible debenture is convertible into shares of the Company’s common stock at a price equal to 48.5% of the average 3 lowest trades (not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $33,781 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

~~Intellicell BioSciences Inc. and Subsidiary~~24

~~NOTES~~At TOJune ~~CONSOLIDATED~~30, ~~FINANCIAL~~2014, ~~STATEMENTS~~University of Florida, Department of Materials Sciences & Engineering had a principal balance of $33,781 and accrued interest of $1,689.

On January 1, 2014, the Company issued a secured convertible debenture with Hunton & Williams, LLP for $187,107 to memorialize outstanding accounts payable. Under the terms of the agreement, Hunton & Williams, LLP has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the convertible debenture require repayment on December 31, 2014 and bears a 10% simple annual interest rate. The convertible debenture is convertible into shares of the Company’s common stock at a price equal to 48.5% of the average 3 lowest trades (~~Unaudited~~not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $187,107 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

~~Series~~At CJune ~~Preferred~~30, ~~Stock~~2014, Hunton & Williams, LLP had a principal balance of $187,107 and accrued interest of $9,355.

AsOn ofJanuary ~~September~~1, 302014, ~~2013~~the ~~and~~Company ~~December~~issued a 31secured convertible debenture with Lucosky Brookman, ~~2012~~LLP for $124,812 ~~the~~to ~~Company~~memorialize ~~has~~outstanding ~~designated~~accounts ~~13,000~~payable. ~~shares~~Under the terms of ~~preferred~~the ~~stock~~agreement, asLucosky ~~Series~~Brookman, CLLP ~~preferred~~has ~~stock,~~the ~~with~~rights aof ~~par~~first ~~value~~refusal for a period of ~~$.01~~eighteen ~~per~~months ~~share,~~from the issuance of ~~which~~the ~~7,250~~debenture ~~shares~~on any issuance or sale of ~~preferred~~capital stock ~~are~~that ~~issued~~the ~~and~~Company ~~outstanding~~issues to raise additional capital. ~~Each~~The ~~share~~terms of ~~Series~~the convertible Cdebenture ~~preferred~~require ~~stock~~repayment ~~shall~~on beDecember 31, 2014 and bears a 10% simple annual interest rate. The convertible ~~into~~debenture is ~~1,000~~convertible into shares of the Company’s common stock. Inat ~~addition,~~a ~~the~~price ~~holders~~equal to 48.5% of the ~~series~~average C3 ~~preferred~~lowest ~~stock~~trades ~~shall~~(not beon the ~~entitled~~same today) ~~notice~~of the common stock of ~~stockholders’~~the ~~meeting~~20 ~~and~~trading todays ~~vote~~immediately preceding the conversion date as aquoted ~~single~~by ~~class~~Bloomberg, ~~with~~LP. The ~~the~~conversion ~~holders~~feature of the ~~Common~~debentures ~~Stock~~have ~~upon~~been ~~any~~bifurcated ~~matter~~from ~~submitted~~the tohost ~~the~~contract ~~stockholders~~and accounted for aseparately ~~vote,~~as ~~and~~a ~~shall~~derivative. The bebifurcation ~~entitled~~of tothe ~~such~~embedded ~~number~~derivative ofcreated ~~votes~~a asdebt ~~shall~~discount ~~equal~~which toreduced the ~~number~~book ofvalue ~~shares~~ of ~~Common~~the ~~Stock~~$124,812 ~~into~~debenture ~~which~~and increases prospectively the ~~series~~amount Cof ~~preferred~~interest ~~stock~~expense isto ~~convertible~~be ~~into~~recognized onover the ~~record~~life ~~date~~of the debenture.

~~Certain~~At ~~holders~~June of30, ~~the~~2014, ~~Company’s~~Lucosky ~~Series~~Brookman, LLP Chad ~~preferred~~a ~~stock~~principal ~~have~~balance ~~contractually agreed to restrict their ability to convert the Series C preferred stock such that the number~~ of ~~shares~~$124,812 ~~of the Company common stock held by each of holder~~ and ~~its~~accrued ~~affiliates~~interest ~~after such conversion shall not exceed 4.99%~~ of ~~the Company’s then issued and outstanding shares of common stock~~$6,241.

~~Series~~On DJanuary ~~Preferred~~1, ~~Stock~~2014, the Company issued a secured convertible debenture with Buchanan Ingersoll & Rooney for $525,583 to memorialize outstanding accounts payable. Under the terms of the agreement Buchanan Ingersoll & Rooney has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the convertible debenture require repayment on December 31, 2014 and bears a 10% simple annual interest rate. The convertible debenture is convertible into shares of the Company’s common stock at a price equal to 48.5% of the average 3 lowest trades (not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $525,583 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

AsAt ofJune ~~September~~ 30, ~~2013 and December 31~~2014, ~~2012,~~Buchanan ~~the~~Ingersoll & ~~Company~~Rooney ~~has~~had ~~designated 500,000 shares of preferred stock as Series D preferred stock, with~~ a ~~par~~principal ~~value~~balance of $~~.01 per share~~525,583 ~~of which 56,500 shares of preferred stock are issued~~ and ~~outstanding.~~accrued ~~Each~~interest ~~share~~ of ~~series D convertible preferred stock is convertible at any time at an initial conversion price equal to~~ $~~2.00 per share~~26, ~~subject to adjustment under certain circumstances~~279. As long as the series D preferred stock is outstanding, the conversion price of the series D convertible preferred stock in effect shall be reduced by $0.05 for every 180 day period a share of series D preferred stock is held by the investor. The series D convertible preferred stock automatically converts into shares of the Company’s common stock after three years. Each share of Series D convertible preferred stock was issued with a warrant to purchase 10 shares of the Company’s common stock. The warrants are exercisable for a period of five years from the date of issuance at an initial exercise price of $2.00, subject to adjustment under certain circumstances. The exercise price of the warrants and the conversion price of the series D convertible preferred stock are subject to full ratchet and anti-dilution adjustment for subsequent lower price issuances by the Company, as well as customary adjustments provisions for stock splits, stock dividends, recapitalizations and the like. However, no adjustment made shall cause the exercise price of the series D convertible preferred stock and warrants to be less than $1.00. The holders of Series D preferred stock have no voting rights.

~~Common~~On ~~Stock~~January 1, 2014, the Company issued a secured convertible debenture with Charles River for $6,229 to memorialize outstanding accounts payable. Under the terms of the agreement Charles River has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the convertible debenture require repayment on December 31, 2014 and bears a 10% simple annual interest rate. The convertible debenture is convertible into shares of the Company’s common stock at a price equal to 48.5% of the average 3 lowest trades (not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $6,229 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

The Company has authorized 500,000,000 shares of common stock, with a par value of $.001 per share. As of September 30, 2013 and December 31, 2012, the Company had 124,404,170 and 58,445,053, respectively, of shares of common stock issued and outstanding.25

~~During~~At ~~the~~June ~~period ended September~~ 30, ~~2013~~2014, ~~the~~Charles ~~Company~~River ~~issued~~had a ~~the~~principal ~~following~~balance ~~equity~~of ~~instruments:~~$6,229 and accrued interest of $311.

·On In January ~~2013~~1, 2014, the Company issued a 2secured convertible debenture with Heilscher for $8,~~000~~522 to memorialize outstanding accounts payable. Under the terms of the agreement Heilscher has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the convertible debenture require repayment on December 31,~~000~~ 2014 and bears a 10% simple annual interest rate. The convertible debenture is convertible into shares of ~~its~~the Company’s common stock at a price equal to 48.5% of the average 3 lowest trades (not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for ~~advisory~~separately ~~services~~as a derivative. The ~~Company~~bifurcation ~~recognized~~of the ~~fair~~embedded ~~market~~derivative created a debt discount which reduced the book value of the $~~300~~8,~~000~~522 asdebenture anand increases prospectively the amount of interest expense to be recognized over the life of the debenture.

·On InJune ~~February 2013~~30, ~~the Company entered into securities purchase agreements~~2014, ~~pursuant~~Heilscher tohad ~~which the Company sold 66,666 units, each unit consisting of two (2) shares of the Company’s common stock, par value $0.001 per share and~~ a ~~warrant~~principal balance ~~to purchase a share~~ of ~~common stock for aggregate gross proceeds of~~ $208,~~000.~~522 ~~The~~and ~~Warrant~~accrued isinterest ~~exercisable for a period~~ of ~~five years from the date of issuance at an initial exercise price of~~ $0426.~~45, subject to adjustment. The exercise price of the Warrant is subject to customary adjustments for stock splits, stock dividends, recapitalizations and the like.~~

·On InJanuary ~~May~~1, ~~2013~~2014, ~~pursuant~~the Company issued a secured convertible debenture with Millipore for $13,611 to memorialize outstanding accounts payable. Under the terms of the agreement ~~Hanover~~Millipore ~~Holdings~~has ~~Settlement~~the ~~Agreement~~rights ~~approved~~of byfirst refusal for a period of eighteen months from the ~~court~~issuance ~~order,~~of the debenture on ~~May~~any ~~23,~~issuance or ~~2013,~~sale of capital stock that the Company ~~issued~~issues ~~and~~to ~~delivered~~raise toadditional ~~Hanover~~capital. ~~Holdings~~The terms of the convertible debenture require repayment on December 31, ~~Inc~~2014 and bears a 10% simple annual interest rate. ~~8,500,000~~The ~~Settlement~~convertible ~~Shares~~debenture is convertible into shares of the Company’s common stock at a price equal to 48.5% of the average 3 lowest trades (not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The ~~matter~~conversion isfeature ~~further~~of ~~discussed~~the indebentures ~~litigation~~have ~~section~~been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of ~~Note~~the 15embedded derivative created a debt discount which reduced the book value of the $13,611 ~~"Commitments"~~debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

·On In June ~~2013~~30, ~~the Company issued Hanover Holdings~~2014, ~~Inc.~~Millipore anhad ~~additional~~a ~~9,850,000~~principal balance of ~~common~~$13,611 ~~stock~~and ~~for~~accrued ~~additional~~interest ~~Settlement~~of ~~Agreement shares~~$681.

·On InJanuary ~~July~~1, ~~2013~~2014, the Company issued a ~~Hanover~~secured ~~Holdings~~convertible debenture with The Shore Group for $13,234 ~~Inc~~to memorialize outstanding accounts payable. anUnder the terms of the agreement The Shore Group has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional 21capital. The terms of the convertible debenture require repayment on December 31,~~316,171~~ 2014 and bears a 10% simple annual interest rate. The convertible debenture is convertible into shares of the Company’s common stock at a price equal to 48.5% of the average 3 lowest trades (not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for ~~additional~~separately ~~Settlement~~as ~~Agreement~~a ~~shares~~derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $13,234 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

·On InJune ~~August~~30, ~~2013~~2014, ~~the~~The ~~Company~~Shore ~~issued~~Group ~~Hanover~~had a ~~Holdings,~~principal ~~Inc.~~balance anof ~~additional 12~~$13,~~300,000~~234 ofand ~~common~~accrued ~~stock~~interest ~~for~~of ~~additional Settlement Agreement shares~~$662.

·As Inof ~~August~~June ~~2013~~30, ~~the~~2014 ~~Company~~and ~~issued~~December ~~Ironridge Global IV~~31, 2013, ~~Ltd.~~the ~~4,959,613~~principal ~~shares~~balance of ~~common~~the ~~stock~~Company's asconvertible ~~payment~~debentures ~~for~~were aas ~~facility fee per their litigation settlement.~~follows:

· In September 2013, the Company issued Hanover Holdings, Inc. an additional 6,800,000 of common stock for additional Settlement Agreement shares.

	June 30, 2014		December 31, 2013
May 2011 Convertible Debentures	$	—	$	330,000
Hudson Convertible Debentures, Net of Unamortized Debt Discount of $-0- and $88,293		—		122,607
Hess Convertible Debentures, Net of Unamortized Debt Discount of $48,532 and $80,000		31,468		-0-
Dixon Convertible Debentures, Net of Unamortized Debt Discount of $36,400 and $60,000		23,600		-0-
Kozer Convertible Debentures, Net of Unamortized Debt Discount of $97,820 and $160,000		62,180		-0-
Burrington Convertible Debentures, Net of Unamortized Debt Discount of $23,604 and $-0-		76.396		—
YA Global Convertible Debentures, Net of Unamortized Debt Discount of $1,900,661 and $-0-		199,339		—
Kesselbrenner Convertible Debentures, Net of Unamortized Debt Discount of $5,901 and $-0-		19,099		—
Liben Convertible Debentures, Net of Unamortized Debt Discount of $17,170 and $-0-		59,545		—
Brother Convertible Debentures, Net of Unamortized Debt Discount of $43,460 and $-0-		64,254		—
Redwood Convertible Debentures, Net of Unamortized Debt Discount of $18,823 and $-0-		123,177		—
MD Global Convertible Debentures, Net of Unamortized Debt Discount of $11,802 and $-0-		38,198		—
May Davis Convertible Debentures, Net of Unamortized Debt Discount of $19,727 and $-0-		5,273		—
Dominion Convertible Debentures, Net of Unamortized Debt Discount of $681,392 and $-0-		64,700		—
Roth Firm Convertible Debentures, Net of Unamortized Debt Discount of $141,294 and $-0-		55,318		—
Mintz Levin Convertible Debentures, Net of Unamortized Debt Discount of $16,243 and $-0-		9,139		—
Biologic Convertible Debentures, Net of Unamortized Debt Discount of $61,203 and $-0-		31,803		—
Friedman Convertible Debentures, Net of Unamortized Debt Discount of $133,233 and $-0-		66,767		—
Univ. of Fla Convertible Debentures, Net of Unamortized Debt Discount of $21,860 and $-0-		11,921		—
Hunton Convertible Debentures, Net of Unamortized Debt Discount of $133,521 and $-0-		53,586		—
Lucosky Convertible Debentures, Net of Unamortized Debt Discount of $83,689 and $-0-		41,123		—
Buchanan Convertible Debentures, Net of Unamortized Debt Discount of $401,469 and $-0-		124,114		—
Charles River Convertible Debentures, Net of Unamortized Debt Discount of $3,719 and $-0-		2,510		—
Heilscher Convertible Debentures, Net of Unamortized Debt Discount of $5,172 and $-0-		3,350		—
Millipore Convertible Debentures, Net of Unamortized Debt Discount of $7,916 and $-0-		5,695		—
Shore Group Convertible Debentures, Net of Unamortized Debt Discount of $7,652 and $-0-		5,580		—
	$	1,178,135	$	452,607

2126

~~Intellicell~~The ~~BioSciences~~Company ~~Inc.~~accounted for the conversion features underlying the convertible debentures and ~~Subsidiary~~issued in accordance with GAAP, as the conversion feature embedded in the convertible debentures could result in the debentures being converted to a variable number of the Company’s common shares. The Company determined the value of the derivate conversion features of these debentures at the relevant commitment dates utilizing a Black-Scholes valuation model.

~~NOTES~~The TOCompany ~~CONSOLIDATED~~accounted ~~FINANCIAL~~for ~~STATEMENTS~~the detachable warrants included with the convertible debentures as liabilities in accordance with GAAP, as the warrants are subject to anti-dilution protection and could result in them being converted to a variable number of the Company’s common shares. The Company determined the value of the derivate feature of the warrants at the relevant commitment dates utilizing a Black-Scholes valuation model.

~~(Unaudited)~~11. Convertible Notes Payable

~~13.~~TCA ~~Stock~~Convertible ~~Options~~Promissory ~~and Warrants~~Note

~~Employee~~On ~~Stock~~June ~~Options~~7, 2012, the Company issued a convertible promissory note to TCA Global Master Fund, L.P. ("TCA") for $500,000 (the “TCA Note”). The maturity date of the TCA Note is June 7, 2013, and the Convertible Note bears interest at a rate of twelve percent (12%) per annum. The TCA Note is convertible into shares of the Company’s common stock at a price equal to ninety-five percent (95%) of the average of the lowest daily volume weighted average price of the common stock during the five (5) trading days immediately prior to the date of conversion. The TCA Note may be prepaid in whole or in part at the Company’s option without penalty.

~~The~~Pursuant ~~following~~to ~~table~~the ~~summarizes~~terms of the ~~changes~~Equity Agreement, infor a period of twenty-four months commencing on the ~~options~~effective ~~outstanding~~date atof ~~September~~a ~~30,~~registration ~~2013~~statement, ~~and~~TCA ~~the~~is ~~related~~to ~~prices~~commit ~~for~~to purchase ~~the~~up ~~shares~~to $2,000,000 of the Company’s common stock, ~~issued~~pursuant to ~~employees~~Advances, covering the Registerable Securities. The purchase price of the ~~Company~~Shares under athe ~~non~~Equity Agreement is equal to ninety-~~qualified~~five ~~employee~~percent (95%) of the lowest daily volume weighted average price of the Company’s common stock ~~option~~during ~~plan~~the five (5) consecutive trading days after the Company delivers to TCA an Advance notice in writing requiring TCA to advance funds (an “Advance”) to the Company, subject to the terms of the Equity Agreement.

Range of Exercise Prices		Number Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Number Exercisable		Weighted Average Exercise Price
$	$.01 - 0.25		1,775,000	$	0.15		8.82		1,762,500	$	0.15
$	4.00		2,347,926	$	4.00		8.24		1,879,173	$	4.00
			4,122,926				8.49		3,641,673

As further consideration for TCA entering into and structuring the Equity Facility, on June 14, 2012, the Company paid TCA a fee by issuing 275,000 shares of its common stock that equal to $110,000.

AIn ~~summary~~July of2013, the Company’s ~~stock~~was ~~awards~~advised that ~~for~~the ~~options~~TCA asNote ofwas ~~September~~sold ~~30,~~to ~~2013~~Ironridge ~~and~~Global ~~changes for the nine months ended September 30~~IV, ~~2013 is presented below:~~Ltd.

				Weighted
				Average
	Stock			Exercise
	Options			Price
Outstanding, December 31, 2012		4,747,926		$	1.48
Granted		-			-
Exercised		-			-
Expired/Cancelled		(625,000	)		0.16
Outstanding, September 30, 2013		4,122,926			2.34
Exercisable, September 30, 2013		3,641,673			2.14

On March 24, 2014, Ironridge Global sold the TCA Note to Dominion Capital under the security settlement agreement executed between the Company and Dominion Capital, the Company issued a convertible debenture to Dominion Capital in the amount of $746,092. The $746,092 principal balance included the original TCA Note of $500,000, accrued interest and pre-payment penalties of $246,092.

~~Total~~Ludlow ~~non-employee~~Capital ~~stock-based~~Convertible compensation expense in connection with options recognized in the consolidated statement of operations for the three months and nine months ended September 30, 2012 was $15,593 and $30,646, respectively, net of tax effect.Promissory Note

~~The~~On ~~weighted-average~~April ~~fair~~30, ~~value~~2013, ofthe ~~stock~~Company ~~options~~issued a ~~granted~~convertible promissory note to ~~employees~~Ludlow ~~during~~Capital, LLC, for $15,000 in professional services (the ~~nine~~“Ludlow ~~months~~Note”). ~~ended~~The terms ~~September~~of ~~30,~~the ~~2012~~Ludlow Note require repayment immediately and ~~the~~bear ~~weighted-average~~a ~~significant~~0% ~~assumptions~~interest ~~used~~rate. toThe ~~determine~~Ludlow ~~those~~Note ~~fair~~is ~~values,~~convertible ~~using~~into shares of the Company’s common stock at a ~~Black-Scholes-Merton~~price ~~(“Black-Scholes”)~~that ~~option~~shall ~~pricing~~be ~~model~~10% ~~are~~below the closing bid upon notice of conversion. The Ludlow Note is currently due and payable. The conversion feature of the note has been bifurcated from the host contract and accounted for separately as ~~follows:~~a derivative.

	9/30/2012
Significant assumptions (weighted-average):
Risk-free interest rate at grant date	0.35% to 1.61%
Expected stock price volatility		105	%
Expected dividend payout		-
Expected option life (in years)	3.0 to 10.0
Expected forfeiture rate		-
Fair value per share of options granted	$	0.24

Steven Victor Convertible Promissory Notes

22On October 1, 2013, the Company issued a $1,000,000 convertible promissory note to Dr. Steven Victor, the Company’s CEO, to convert $585,794 of accrued salary and $414,206 of personal loans due to Dr. Steven Victor (the “Victor Note”). The Victor Note is payable on demand and bears an annual 12% simple interest rate. The Victor Note is convertible into shares of the Company’s common stock at a price equal to the average five trading day closing bid price during the five days immediately prior to the conversion date multiplied by one and a half. The conversion feature of the note has been bifurcated from the host contract and accounted for separately as a derivative.

~~Intellicell BioSciences Inc. and Subsidiary~~27

~~NOTES~~On TOOctober ~~CONSOLIDATED~~1, ~~FINANCIAL~~2013, ~~STATEMENTS~~the Company was advised that the Victor Note was assigned to Redwood as part of Redwood Deal #5.

On January 1, 2014, the Company issued an $80,000 convertible promissory note to Dr. Steven Victor, the Company’s CEO, to convert $80,000 of accrued salary, and bears simples interest of 12% per annum. On March 26, 2014, the $80,000 convertible promissory note was assigned to Gene Kaslow (~~Unaudited~~the “Kaslow Note”).

NoOn ~~stock~~March ~~options~~19, ~~were~~2014, ~~granted~~Kaslow toconverted the ~~employees~~full ~~during~~$80,000 ~~the~~of ~~nine~~principal ~~months~~into ~~ended~~31,720,856 ~~September~~shares ~~30,~~of ~~2013~~the Company’s common stock.

~~The~~As ~~expected life~~ of ~~awards~~June ~~granted~~30, ~~represents~~2014, the ~~period~~Kaslow ofNote had ~~time that they are expected to be outstanding. The Company has no historical experience with which to establish~~ a ~~basis~~principal ~~for~~balance ~~determining an expected life~~ of ~~these awards. Therefore, the Company only gave consideration to the contractual terms and did not consider the vesting schedules, exercise patterns and pre~~$-~~vesting~~0- and ~~post-vesting~~accrued ~~forfeitures~~interest ~~significant to the expected life~~ of ~~the option award~~$2,400.

WeAnna ~~estimate~~Rhodes ~~the~~Convertible volatility of our common stock based on the calculated historical volatility of similar entities in industry, in size and in financial leverage whose share prices are publicly available. We base the risk-free interest rate used in the Black-Scholes-Merton option valuation model on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. We have not paid any cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future. Consequently, we use an expected dividend yield of zero in the Black-Scholes-Merton option valuation model.Promissory Note

~~There~~On ~~were~~October 01, ~~and 973~~2013,~~964~~ ~~options~~the Company issued a or$389,711 ~~exercised~~convertible ~~during~~promissory note to Anna Rhodes, the ~~nine~~Company’s ~~months~~Executive ~~ended~~Vice ~~September~~President, 30to convert $229,464 ~~2013~~of accrued salary and ~~2012~~$160,247 ~~respectively.~~of ~~Total~~personal ~~stock-based~~loans ~~compensation~~due ~~expense~~to inAnna ~~connection~~Rhodes ~~with~~(the ~~options~~“Rhodes ~~granted~~Note”). toThe ~~employees~~Rhodes ~~recognized~~Note inis ~~the~~payable ~~consolidated~~on ~~statement~~demand and ofbears ~~operations~~an ~~for~~annual ~~the~~12% ~~three~~simple ~~and~~interest ~~nine~~rate. ~~months~~The ~~ended~~Rhodes ~~September~~Note ~~30,~~is ~~2013~~convertible ~~amounted~~into toshares ~~$342,135~~of ~~and~~the $Company’s ~~1,044,630~~common ~~and~~stock ~~for~~at a price equal to the ~~three~~average ~~and~~five ~~nine~~trading ~~months~~day ~~ended~~closing ~~September~~bid ~~30,~~price ~~2012~~during ~~amounted~~the five days immediately prior to ~~$551,265~~the ~~and~~conversion ~~$2,409,724,respectively,~~date ~~net~~multiplied by ofone ~~tax~~and ~~effect~~a half. ~~None~~The conversion feature of the ~~options~~note ~~outstanding~~has ~~and~~been ~~unvested~~bifurcated asfrom ofthe ~~September~~host ~~30,~~contract ~~2013~~and ~~had~~accounted ~~any~~for ~~intrinsic~~separately ~~value~~as a derivative.

~~Warrants~~On October 1, 2013, the Company was advised that the Rhodes Note was assigned to Redwood as part of Redwood Deal #5.

~~The~~WHC ~~following~~Capital ~~table~~Convertible summarizes the changes in the warrants outstanding at September 30, 2013, and the related prices for the shares of the Company’s common stock issued to non-employees of the Company. These warrants were issued in lieu of cash compensation for services performed or financing expenses and in connection with the private placements and merger.Promissory Notes

	Range of Exercise Prices	Number Outstanding		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life	Number Exercisable		Weighted Average Exercise Price
$	0.33	3,071,542	$	0.33	2.61	3,071,542	$	0.33
$	0.45	2,566,664	$	0.45	4.16	2,566,664	$	0.45
$	0.75 - 0.86	11,580,000	$	0.75	3.35	11,580,000	$	0.75
$	1.00	42,500	$	1.00	3.23	42,500	$	1.00
$	1.58	45,000	$	1.58	8.50	45,000	$	1.58
$	2.00	2,529,200	$	2.00	3.34	2,529,200	$	2.00
$	2.45 - 2.60	800,000	$	2.51	3.26	800,000	$	2.51
$	3.00	750,000	$	3.00	3.21	750,000	$	3.00
$	3.20	350,000	$	3.20	3.18	350,000	$	3.20
$	3.75	100,000	$	3.75	3.39	100,000	$	3.75
		21,834,906			3.33	21,834,906

On November 11, 2013, WHC Capital, LLC (“WHC”) assumed $100,000 of convertible notes from Redwood as part of their total convertible notes. On November 15, 2013, the Company issued a $75,000 convertible promissory note to WHC (combined, the “WHC Notes”). The terms of the WHC Notes require repayment on November 15, 2014 and bear an interest rate of 12% per annum. The WHC Notes are convertible into shares of the Company’s common stock at a price equal to 48% of the lowest intra-day trading price for the Company’s common stock during the fifteen trading days immediately preceding the conversion date. The conversion feature of the notes have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $75,000 note and increases prospectively the amount of interest expense to be recognized over the life of the note.

ADuring ~~summary of~~ the ~~Company’s~~six ~~stock~~months ~~awards~~ended ~~for~~June ~~warrants~~30, 2014, as$21,880 of ~~September~~the ~~30,~~principal ~~2013~~of ~~and~~the ~~changes~~WHC ~~for~~Notes ~~the~~were ~~nine~~converted ~~months~~into ~~ended~~31,250,000 ~~September~~shares ~~30,~~of ~~2013~~the isCompany’s ~~presented~~common ~~below:~~stock.

				Weighted
				Average
				Exercise
	Warrants			Price
Outstanding, December 31, 2012		22,218,240			$	1.01
Granted		1,266,666				0.17
Exercised		-				-
Expired/Cancelled		(1,550,000	)			0.63
Outstanding, September 30, 2013		21,834,906				1.00
Exercisable, September 30, 2013		21,834,906				1.00

As of June 30, 2014 and December 31, 2013, the WHC Note had a principal balance of $113,503 and $135,383, respectively and accrued interest of $9,941 and $2,582, respectively.

On LG ~~March~~Capital 14, 2013, in conjunction with the $20,000 equity investment, an investor agreed to exchange their respective series A and B warrants to purchase an aggregate of 400,000 shares of common Stock each at an exercise price of seventy-five cents (~~$.075)~~Crowning ~~per share for (i~~Capital) Convertible aPromissory new series A warrant to purchase an aggregate of 600,000 shares of Common Stock at an exercise price of fifteen cents ($0.15) per share and (iii) a new series B warrant to purchase an aggregate of 600,000 shares of Common Stock at an exercise price of fifteen cents ($0.15) per share. The new securities issued to the February 2012 Investor were issued in accordance with Section 3(a)(9) under the Securities Act. The Company recognized the fair market value net of $75,000 as an expense.Notes

~~The~~On January 10, 2013, the Company ~~issued~~entered into 1a promissory note with Crowning Capital,~~584,200~~ ~~compensatory~~LLC ~~warrants~~(the “Crowning Note”) pursuant to ~~non-employees~~which ~~during~~Crowning ~~the~~Capital ~~nine~~performed services ~~months~~in ~~ended~~the ~~September~~amount ~~30,~~of ~~2012~~$250,000. The ~~Company~~promissory ~~recognized~~note ~~the~~has ~~fair~~a ~~market~~due ~~value~~date of $2July 31,~~720~~ 2013,~~764~~ asand an0% ~~expense~~interest rate.

~~The~~In ~~Company~~December ~~estimates~~2013, ~~the~~LG ~~fair~~Capital ~~value~~executed two ofdebt ~~each~~purchase ~~stock~~agreements ~~award~~to atpurchase ~~the~~a ~~grant date by using the Black-Scholes option pricing model with the following weighted average assumptions used for the grants~~$156,250 ~~respectively;~~portion ~~dividend yield~~ of zero percent for all periods; expected volatility is 105%; risk-free interest rate from a range of .12% to 2.08%; expected lives ranging from one years to ten years. Total non-employee stock-based compensation expense in connection with warrants recognized for the ~~nine~~Crowning ~~months~~Capital ~~ended~~convertible ~~September~~promissory ~~30, 2013 and 2012 was~~ $~~0 and $2~~250,~~720,764,~~000 ~~respectively,~~face ~~net of tax effect~~value note.

23On January 14, 2014 LG Capital executed a third Debt Purchase Agreement to assume the Crowning Capital Convertible Promissory Note in the amount of $93,750.

~~Intellicell BioSciences Inc. and Subsidiary~~28

~~NOTES~~The TOterms ~~CONSOLIDATED~~of ~~FINANCIAL~~the ~~STATEMENTS~~convertible notes issued by the Company to LG Capital on the assignment from Crowning require repayment in 9 months and bear no interest.

~~(Unaudited)~~The LG Capital Notes are convertible into shares of the Company’s common stock at a price equal to 65% of the lowest closing bid price of the common stock for the ten prior trading days upon notice of conversion. The conversion feature of the notes have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $250,000 of notes and increased prospectively the amount of interest expense to be recognized over the life of the note.

~~14.~~During ~~Loss~~January ~~per~~2014, ~~Share~~$87,102 of the principal of the LG Capital (Crowning) Note was converted into 91,523,674 shares of the Company’s common stock.

~~The~~As ~~following~~of ~~table~~June ~~presents~~30, 2014, the ~~computations~~LG ofCapital Notes ~~basic~~had ~~and~~a ~~dilutive~~principal ~~loss~~balance ~~per~~of ~~share:~~$64,053.

		For the three months ended September 30, 2013			For the nine months ended September 30, 2013
Net Income (Loss)	$	(1,817,096	)	$	(6,791,631	)
Net income (loss) per share:
Net income (loss) per share – basic	$	(0.02	)	$	(0.09	)
Weighted average common shares outstanding – basic & diluted		107,883,264			77,951,031

JMJ Financial Promissory Note

~~For~~On February 20, 2013 (the ~~three~~"Effective Date"), ~~and~~the ~~nine~~Company ~~months~~entered ~~ended~~into ~~September~~promissory 30note, ~~2013~~as ~~common~~amended ~~stock~~(the ~~equivalents~~“JMJ ~~totaling~~Note”) ~~60,195,950~~with ~~and~~JMJ ~~60,195,950,~~Financial ~~respectively~~(“JMJ”), pursuant ~~related~~to which JMJ agreed to ~~warrants,~~lend ~~convertible~~the ~~debt~~Company ~~and~~up ~~preferred~~to ~~stock~~an ~~were~~aggregate ~~excluded~~principal ~~from~~amount of $500,000 (the ~~calculation~~“Principal Sum”) for an aggregate purchase price of $450,000. JMJ provided $100,000 to the ~~diluted~~Company ~~net~~on ~~loss~~the ~~per~~Effective ~~share~~Date. asThe ~~their~~JMJ ~~effect~~Note ~~would~~matures ~~have~~one year ~~been~~from ~~antidilutive~~the date of each payment by JMJ to the Company (the “Maturity Date”).

		For the three months ended September 30, 2012			For the nine months ended September 30, 2012
Net Income (Loss)	$	(1,742,964	)	$	(210,242	)
Net income (loss) per share:
Net income (loss) per share – basic	$	(0.05	)	$	(0.01	)
Weighted average common shares outstanding – basic & diluted		32,627,419			27,748,393

The Company may repay the JMJ Note at any time on or before the 90th day after the Effective Date, after which the Company may not make further payments on the Note prior to the Maturity Date without written approval from the Investor. If the Company repays the JMJ Note on or before the 90th day after the Effective Date, the interest rate under the JMJ Note shall be zero percent (0%). If the Company does not repay the JMJ Note on or before the 90th day after the Effective Date, a one-time interest payment of 12% shall be applied to the Principal Sum.

~~For~~JMJ may convert, beginning on the ~~three~~six month anniversary of the Effective Date, the outstanding principal and ~~nine~~accrued ~~months~~interest ~~ended~~on ~~September~~the ~~30,~~Note ~~2012~~into shares of the Company’s common stock ~~equivalents~~at ~~totaling~~a ~~40,537,511~~conversion ~~and~~price 42per share equal to the lesser of (i) $0.16 or (ii) 60% of the lowest trade price in the 25 trading days prior to the date of conversion (the “Conversion Price”). The Conversion Price will be subject to adjustment for,~~651,555,~~ among ~~respectively~~other things, ~~related~~the Company’s failure to ~~warrants,~~be ~~convertible~~DTC ~~debt~~eligible and ~~preferred~~only ~~stock~~being ~~were~~clearing ~~excluded~~deposit eligible. The conversion feature of the notes have been bifurcated from the ~~calculation~~host contract and accounted for separately as a derivative. The bifurcation of the ~~diluted~~embedded derivative ~~net~~created ~~loss~~a ~~per~~debt ~~share~~discount aswhich ~~their~~reduced ~~effect~~the ~~would~~book ~~have~~value ~~been~~of ~~antidilutive~~the $125,000 note and increases prospectively the amount of interest expense to be recognized over the life of the note.

15The Company shall include on the next registration statement the Company files with Securities and Exchange Commission (or on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of the JMJ Note. ~~Commitments~~Failure to include such securities on the next registration statement will result in liquidated damages of 25% of the outstanding principal balance of the Note, but not less than $25,000, being immediately due and payable to JMJ at its election in the form of cash or added to the Principal Sum of the JMJ Note.

OnJMJ ~~June~~has 1,contractually ~~2011,~~agreed ato ~~company~~restrict its ~~owned~~ability byto ~~Dr.~~convert ~~Steven Victor,~~ the ~~Company’s~~JMJ ~~chief~~Note ~~executive~~such ~~officer,~~that ~~entered into a 13 year lease for new office space, for which~~ the ~~Company~~number ~~unconditionally~~of ~~guaranteed~~shares ~~any and all obligations owed under the lease to the landlord. In connection with the execution~~ of the ~~lease, the~~ Company ~~established~~common astock ~~restricted~~held ~~cash~~by ~~account~~the inInvestor ~~the~~and ~~amount~~its ofaffiliates after ~~approximately~~such ~~$650,000~~conversion todoes ~~secure~~not aexceed ~~line~~4.99% of ~~credit to be used as a security deposit under~~ the ~~lease. The~~ Company'’s ~~obligations~~then toissued ~~the monthly rent payment is $33,000 per month~~ and ~~the~~outstanding ~~remaining~~shares ~~balance~~of iscommon ~~due from Regen Medical Center, an entity owned by our chief executive officer~~stock.

~~The~~So ~~lease~~long ~~commenced~~as onthe ~~June~~JMJ 1Note is outstanding, upon ~~2011~~any ~~and~~issuance ~~expires~~by onthe ~~May~~Company ~~31,~~or ~~2026.~~any ~~Upon~~of ~~commencement~~its subsidiaries of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to JMJ in the JMJ Note, then the Company ~~aggregate~~shall ~~minimum~~notify ~~annual~~the ~~lease~~Borrower ~~payments~~of ~~under~~such ~~operating~~additional ~~leases~~or ~~are~~more asfavorable ~~follows:~~term and such term, at JMJ’s option, shall become a part of the transaction documents with JMJ.

2013 (remainder of year)	$	161,516
2014		646,062
2015		665,555
2016		679,479
2017		679,479
Thereafter		5,440,474
Total	$	8,272,565

In January 2014, $7,200 of principal was converted into 7,500,000 shares of the Company’s common stock.

As of June 30, 2014 and December 31, 2013, the principal balance of the JMJ Note was $46,130 and $53,330, respectively and accrued interest was $27,284 and $24,444, respectively.

~~Intellicell BioSciences Inc. and Subsidiary~~29

~~NOTES~~Redwood TODeal ~~CONSOLIDATED FINANCIAL STATEMENTS~~#1

~~(Unaudited)~~On August 5, 2013, Redwood assumed $600,000 of principal and $60,781 of accrued interest, which was converted to principal, from two debenture holders from the May 2011 Offering, and $199,167 of principal and $18,697 of accrued interest, which was converted to principal, from the Frank Note as part of Redwood Deal #1. The terms of the assumed debt remained the same. The conversion feature of the note has been bifurcated from the host contract and accounted for separately as a derivative.

~~Litigation~~On October 7, 2013, Redwood assigned a total of $300,000 in principal debt from Redwood Deal #1 to Hudson.

On ~~May~~November 111, 2013 ~~Intellicell Biosciences~~, ~~Inc.~~Redwood (the “Company”) entered into an agreement (the “Corcon Agreement”) with JKT Construction Inc. D/B/A Corcon (“Corcon”) to settle the previously disclosed litigation matter between the Company and Corcon (the “Corcon Litigation”) relating to that certain debt owed Corcon in the aggregate amount of assigned $~~547~~100,000 (the “Debt”). For additional information regarding the Corcon Litigation subject to the Corcon Agreement see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on March 27, 2013. Under the terms of the Corcon Agreement, Corcon has agreed to dismiss the Corcon Litigation in ~~exchange~~principal ~~for~~debt ~~receiving a payment of $475,000 (the “Purchase Price”)~~ from ~~Hanover~~Redwood ~~Holdings~~Deal I,#1 ~~LLC (“Hanover”) under the terms of that certain a receivable purchase agreement (the “Corcon Receivable Purchase Agreement”). As condition~~ to the Corcon Agreement, Hanover and the Company entered into an agreement for Hanover to purchase various debt obligations of, or claims against the Company and to file a civil action under Section 3(a)(10) (the “3(a)(10) Transaction”) of the Securities Act of 1933, as amendedWHC. Further, as a material inducement to enter into the Corcon Agreement, the Company agreed to escrow 19,000,000 shares of its common stock to be issued to Corcon in the event the 3(a)(10) Transaction was not approved and Purchase Price was not received. On May 21, 2013, the Supreme Court of the State of New York, County of New York, entered an order approving, among other things, the fairness of the terms and conditions of the 3(a)(10) Transaction as previously disclosed on the Company’s Current Report on Form 8-K filed with the Commission on May 24, 2013.

~~The~~During ~~Corcon~~the ~~Litigation~~six ~~was~~months ~~dismissed~~ended onJune ~~May~~30, 2014, 10Redwood converted a total of $155,204 ~~2013~~in principal and $105,437 in accrued interest into 118,708,027 shares of the Company’s common stock.

OnAs ~~May~~of 8,June ~~2013 (the “Effective Date”)~~30, ~~the~~2014 ~~Company~~all ~~entered~~principal ~~into a settlement agreement (the “Settlement Agreement”) with Mendel Bluming (“Bluming”) to settle the previously disclosed litigation matter between the Company~~ and accrued ~~Bluming~~interest ~~(the~~for ~~“Bluming~~Redwood ~~Litigation”)~~Deal ~~relating~~#1 tohas ~~that~~been ~~certain~~paid ~~promissory note, dated June 3, 2011,~~ in ~~the aggregate principal amount of $500,000 (the “Note”)~~full. ~~For additional information regarding the Bluming Litigation subject to the Settlement Agreement see the Company’s Current Report on Form 8-K filed with the Commission on March 27, 2013.~~

~~Under~~Redwood ~~the~~Deal terms of the Settlement Agreement, Bluming has agreed to dismiss the Bluming Litigation and defer the Company’s obligations under the Note for a period of one year from the Effective Date (the “Deferral”), in exchange for receiving a payment of $35,000 from Hanover under the terms of that certain receivable purchase agreement for attorney’s fees owed by the Company to Bluming under the Note. As condition to the Settlement Agreement, Hanover and the Company entered into an agreement for Hanover to purchase various debt obligations of, or claims against the Company and to file a civil action under Section 3(a)(10) Transaction. On May 21, 2013, the Supreme Court of the State of New York, County of New York, entered an order approving, among other things, the fairness of the terms and conditions of the 3(a)(10) Transaction. In further consideration for the Deferral, the Company has agreed to give Bluming (i) an aggregate of 32,479 shares of the Company’s common stock; (ii) piggy back registration rights on all shares issued to Bluming and on the shares underlying that certain warrant certificate for 1,108,860 shares of the Company’s common stock; and (iii) an option to purchase 233,333 shares of the Company’s common stock at price of $0.15 per share, vesting immediately and expiring on the fifth anniversary of the Effective Date.#2

On ~~May~~August 215, 2013, ~~the~~Redwood ~~Supreme~~assumed ~~Court of the State of New York~~$430, ~~County~~ 000 of ~~New~~total ~~York~~principal ~~(the~~from ~~“Court”),~~seven ~~entered~~debenture anholders ~~order~~from (the “May ~~Order~~2011 ”)Offering ~~approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933,~~ as ~~amended~~part ~~(the “ Securities Act ”), in accordance with a stipulation~~ of ~~settlement~~Redwood ~~(the~~Deal ~~“ Settlement Agreement ”) between Intellicell Biosciences, Inc~~#2., aThe ~~Nevada~~terms ~~corporation~~of (the “assumed debt ~~Company~~remained ~~”), and Hanover Holdings I, LLC, a New York limited liability company (“ Hanover ”), in~~ the ~~matter entitled Hanover Holdings I, LLC v~~same. ~~Intellicell~~The ~~Biosciences,~~conversion ~~Inc.~~feature ~~, Case No. 651709/2013 (the “ Action ”). Hanover commenced the Action against the Company on May 10, 2013 to recover an aggregate~~ of ~~$706,765 of past-due accounts payable of~~ the ~~Company,~~note ~~which~~has ~~Hanover~~been ~~had~~bifurcated ~~purchased~~ from ~~certain vendors of~~ the ~~Company~~host ~~pursuant~~contract ~~to the terms of separate receivable purchase agreements between Hanover~~ and ~~each~~accounted of such vendors (the “ Assigned Accounts ”), plus fees and costs (the “ Claim ”). The Assigned Accounts relate to certain construction, architectural, accounting, legal and financial services. The Order provides for ~~the~~separately as ~~full~~a ~~and final settlement of the Claim and the Action~~derivative. ~~The Settlement Agreement became effective and binding upon the Company and Hanover upon execution of the Order by the Court on May 21, 2013.~~

~~Pursuant~~During to the ~~terms~~six ofmonths ~~the~~ended ~~Settlement~~June ~~Agreement approved by the Order~~30, ~~on May 23~~ 2014, ~~2013,~~Redwood ~~the~~converted Company issued and delivered to Hanover 8,500,000 shares (the “ Settlement Shares ”) of the Company’s common stock, $0.001 par value (the “ Common Stock ”). Giving effect to such issuance, the Settlement Shares represent approximately 9.93% of the total number of shares of Common Stock presently outstanding. The Settlement Agreement provides that the Settlement Shares will be subject to adjustment on the trading day immediately following the Calculation Period (as defined below) to reflect the intention of the parties that the total number of shares of Common Stock to be issued to Hanover pursuant to the Settlement Agreement be based upon a ~~specified discount to the trading volume weighted average price (the “ VWAP ”) of the Common Stock for a specified period of time subsequent to the Court’s entry of the Order. Specifically, the~~ total ~~number~~ of ~~shares of Common Stock to be issued to Hanover pursuant to the Settlement Agreement shall be equal to the sum of: (i) the quotient obtained by dividing (A)~~ $~~706~~316,~~765.38~~213 by (B) 55% of the average of the lowest 10 VWAPs of the Common Stock over the 80-consecutive trading day period immediately following the date of issuance of the initial Settlement Shares (or such shorter trading-day period as may be determined by Hanover in ~~its~~principal ~~sole discretion by delivery of written notice to the Company) (the “Calculation Period”); (ii) the quotient obtained by dividing (A) the total dollar amount of legal fees~~ and ~~expenses incurred in connection with the Action, which shall not exceed~~ $5746,~~500~~860 ~~(less $5,000 heretofore paid by the Company) by (B) the VWAP~~ of ~~the~~accrued ~~Common~~interest Stock over the Calculation Period; and (iii) the quotient obtained by dividing (A) agent fees of $35,338.27 by (B) the VWAP of the Common Stock over the Calculation Period, rounded up to the nearest whole share (the “ VWAP Shares ”). As a result, the Company ultimately may be required to issue to Hanover substantially more shares of Common Stock than the number of Settlement Shares initially issued (subject to the limitations described below). The Settlement Agreement further provides that if, at any time and from ~~time to time during~~ the ~~Calculation~~outstanding ~~Period,~~debt ~~Hanover reasonably believes that the total number of Settlement Shares previously issued to Hanover shall be less than the total number of VWAP Shares to be issued to Hanover or its designee~~ in ~~connection~~Redwood ~~with~~Deal #2 ~~the~~into ~~Settlement Agreement~~333, ~~Hanover may~~154,640 ~~in its sole discretion, deliver one or more written notices to the Company, at any time and from time to time during the Calculation Period, requesting that a specified number of additional~~ shares of ~~Common Stock promptly be issued and delivered to Hanover or its designee (subject to~~ the ~~limitations described below), and the~~ Company’s ~~will~~common upon such request reserve and issue the number of additional shares of Common Stock requested to be so issued and delivered in the notice (all of which additional shares shall be considered “Settlement Shares” for purposes of the Settlement Agreement)stock. At the end of the Calculation Period, (i) if the number of VWAP Shares exceeds the number of Settlement Shares issued, then the Company will issue to Hanover or its designee additional shares of Common Stock equal to the difference between the number of VWAP Shares and the number of Settlement Shares, and (ii) if the number of VWAP Shares is less than the number of Settlement Shares, then Hanover or its designee will return to the Company for cancellation that number of shares of Common Stock equal to the difference between the number of VWAP Shares and the number of Settlement Shares. Hanover may sell the shares of Common Stock issued to it or its designee in connection with the Settlement Agreement at any time without restriction, even during the Calculation Period.

25As of June 30, 2014 and December 31, 2013, the principal balance of the Redwood Deal #2 was $-0- and $316,213, respectively and accrued interest was $4,740 and $41,044, respectively.

~~Intellicell~~Redwood ~~BioSciences~~Deal ~~Inc. and Subsidiary~~#3

~~NOTES~~On TOJanuary ~~CONSOLIDATED~~9, ~~FINANCIAL~~2014, ~~STATEMENTS~~Redwood assumed $386,445 of total principal from the Sichenzia Note as part of Redwood Deal #3. The terms of the assumed debt remained the same. The conversion feature of the notes have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $386,445 note and increases prospectively the amount of interest expense to be recognized over the life of the note.

~~(Unaudited)~~On March 14, 2014, Redwood assigned $193,223 of Redwood Deal #3 to Dominion Capital.

~~The~~During ~~Settlement Agreement provides that in no event shall~~ the ~~number~~six ofmonths ~~shares~~ended ofJune ~~Common~~30, 2014, ~~Stock~~Redwood ~~issued~~converted to$124,563 ~~Hanover~~from ~~or its designee in connection with~~ the ~~Settlement~~outstanding ~~Agreement~~debt, ~~when~~$68,710 ~~aggregated with all other shares~~ of ~~Common~~principal ~~Stock then beneficially owned by Hanover~~ and ~~its~~$46,379 ~~affiliates (as calculated pursuant to Section 13(d)~~ of ~~the~~accrued ~~Securities~~interest ~~Exchange~~into ~~Act of 1934~~106, ~~as amended (the “ Exchange Act ”)~~470,996 shares ~~and~~of the ~~rules~~Company’s ~~and~~common ~~regulations~~stock. ~~thereunder),~~During ~~result~~this insame period the ~~beneficial~~total ~~ownership~~guaranteed byaccrued ~~Hanover~~interest ~~and~~from ~~its~~Redwood ~~affiliates~~Deal ~~(as~~#3 was ~~calculated~~converted ~~pursuant~~ to ~~Section~~principal ~~13(d) of the Exchange Act~~ and the ~~rules~~Company ~~and~~recorded ~~regulations~~additional ~~thereunder)~~interest ~~at any time~~ of ~~more~~$32,530 ~~than~~in ~~9.99%~~connection ofwith ~~the~~this ~~Common Stock~~conversion.

~~Furthermore,~~As ~~the Settlement Agreement provides that, for so long as Hanover or any~~ of ~~its~~June ~~affiliates hold any shares of Common Stock~~30, ~~Hanover~~2014 and ~~its~~December ~~affiliates are prohibited from~~31, ~~among other actions: (1) voting any shares of Common Stock owned or controlled by Hanover or its affiliates~~ 2013, ~~or soliciting any proxies or seeking to advise or influence any person with respect to any voting securities of~~ the ~~Company;~~principal orbalance ~~(2) engaging or participating in any actions, plans or proposals that relate to or would result in, among other things, (a) acquiring additional securities~~ of ~~the~~Redwood ~~Company,~~Deal ~~alone~~#3 orwas ~~together~~$-0- ~~with~~and ~~any other person~~$0, ~~which~~respectively ~~would result in Hanover~~ and ~~its~~accrued ~~affiliates~~interest ~~collectively~~was ~~beneficially~~$-0- owning or controlling, or being deemed to beneficially own or control, more than 9.99% of the Common Stock or other voting securities of the Company (as calculated pursuant to Section 13(d) of the Exchange Act and ~~the rules and regulations thereunder)~~$0, (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation of the Company or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (d) changes in the present board of directors or management of the Company, (e) material changes in the capitalization or dividend policy of the Company, (f) any other material change in the Company’s business or corporate structure, (g) changes in the Company’s charter, bylaws or similar instruments or other actions which may impede the acquisition of control of the Company by any person or entity, (h) causing a class of securities of the Company to be delisted, or (i) causing a class of equity securities of the Company to become eligible for termination of registration under the Exchange Act; or (3) any actions similar to the foregoingrespectively. ~~These prohibitions may not be modified or waived without further order of the Court.~~

26Redwood Deal #4

~~Intellicell~~On ~~BioSciences~~August ~~Inc~~5, 2013, the Company issued a convertible promissory note to Redwood for $250,000 as part of Redwood Deal #4. The Company received $125,000 cash, of which $15,000 is being amortized as financing fees over the term of the convertible promissory note, on August 7, 2013 as a partial payment for the convertible promissory note. The remaining $125,000 was paid in October 2013. The terms of the convertible promissory note require repayment in one year and ~~Subsidiary~~bears a 12% simple annual interest rate. The convertible promissory note is convertible into shares of the Company’s common stock at a price that shall be the lesser of $0.05 per share or 48% of the average of the lowest traded price of the Common Stock as quoted by Bloomberg, L.P. on any three trading days during the twenty trading days immediately preceding the conversion date. The convertible promissory note may be prepaid in whole or in part at the Company’s option without penalty. The conversion feature of the notes have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $250,000 note and increases prospectively the amount of interest expense to be recognized over the life of the note.

~~NOTES~~On TOOctober ~~CONSOLIDATED~~23, ~~FINANCIAL~~2013, ~~STATEMENTS~~Redwood assumed $125,000 of principal and $28,442 of accrued interest, which was converted to principal, from the JJK Notes as part of Redwood Deal #4. The terms of the assumed debt remained the same.

~~(Unaudited)~~As of June 30, 2014 and December 31, 2013, the principal balance of Redwood Deal #4 was $403,442 and $403,442, and accrued interest was $40,088 and $17,336, respectively. The related amortizable financing fees had a balance of $1,274 and $8,712 as of June 30, 2014 and December 31, 2013, of which $3720 and $7,439 were expensed as financing fees on the statement of operations for the three months and the six months ended June 30, 2014, respectively.

~~The Company has issued a total of 50,266,171 Additional Settlement shares during the period ended September~~ 30, 2013. Subsequently, as of November 25, 2013, the Company has issued 10,000,000 additional Settlement Shares pursuant to the terms of the settlement agreement. The Company has expensed a loss on settlement shares of $2,562,284 for the nine months ended September 30, 2013 for the additional issuances of which $590,437 has been accrued at September 30, 2013 for the estimated value of unissued shares.

~~TCA~~Redwood ~~Default~~Deal ~~Notice~~#5

On ~~July~~October 151, 2013, ~~while~~Redwood ~~the~~assumed $389,711 ~~Company~~of ~~was~~total ~~finalizing~~principal anfrom ~~amendment and waiver to that certain Convertible Promissory Note (~~the ~~“Note”)~~Rhodes ~~issued by the Company in favor of TCA Global Credit Master Fund~~Note, LPand ~~(“TCA”) on June 7, 2012 in the principal amount of~~ $~~500~~1,000,000 ~~the~~of ~~Company~~total ~~was~~principal ~~advised~~from ~~that~~the ~~Ironridge~~Victor ~~Global IV~~Note, ~~LTD~~as ~~(“Ironridge”),~~part ~~led~~of byRedwood MrDeal #5. ~~John~~The C.terms ~~Kirkland,~~of ~~Esq.,~~the ~~purportedly~~assumed ~~purchased~~debt remained the ~~Note from TCA~~same. The ~~Complaint~~conversion ~~and~~feature ~~Motion~~of ~~alleged~~the ~~that~~notes ~~Ironridge~~have ~~and~~been ~~TCA~~bifurcated ~~each~~from ~~served~~ the ~~Company~~host ~~with a Notice of Foreclosure~~ contract and ~~Sale,~~accounted ~~both~~for ~~claiming~~separately toas bea ~~the “Secured Party” of the same assets~~derivative.

OnAs ~~August~~of 8,June ~~2013~~30, a2014 ~~Summons~~ and ~~Complaint~~December ~~(the~~31, 2013, ~~“Complaint”) was filed along with a Motion for a Temporary Restraining Order (~~the ~~“Motion”)~~principal ~~before~~balance ~~the Supreme Court~~ of ~~the~~Redwood ~~State~~Deal of#5 ~~New~~was ~~York~~$1, ~~County of New York (the “ Court ”) under the caption Intellicell Biosciences~~389, ~~Inc. v Ironridge Global IV~~711, ~~LTD.,~~ and ~~TCA~~accrued ~~Global~~interest ~~Credit~~was ~~Master Fund~~$19,637 LP and $41,691, ~~Index No~~respectively. ~~652800/13. The Motion sought to restrain the sale of the Company’s assets.~~

~~Given~~Dominion ~~that~~Capital ~~Ironridge~~Convertible and TCA asserted that they would sell the secured assets of the Company at auction on August 12, 2013, the Motion sought to temporarily restrain both parties from so doing. On August 12, 2013, Justice Sherwood, Justice of the Supreme Court, New York County, issued a written Order granting the relief requested, thereby restraining any sale of assets (the “Temporary Restraining Order”).Promissory Note

On ~~August~~March 2614, ~~2013~~2014, ~~despite~~Redwood the Company’s best efforts to amicably resolve the dispute related to the Note, a subsequent hearing on the Motion was held, at which time the Company voluntarily brought with it to Court: (i) a certified check in the amount of assigned $~~535~~193,~~833~~223 ~~constituting payment~~ of ~~all~~ principal ~~and~~from ~~interest~~Redwood ~~owed~~Deal ~~under~~#3 ~~the~~to ~~Note;~~Dominion ~~and~~Capital (~~ii) a stock certificate constituting~~ the ~~facility~~“Dominion ~~fee~~Note”). ~~shares~~Interest ~~owed~~is topayable ~~the~~at ~~Secured Party pursuant to that certain Equity Facility Agreement~~10%. ~~Since~~The conversion ~~TCA~~feature ~~admitted~~of inthe ~~prior~~note ~~court filings that it~~ has nobeen ~~remaining~~bifurcated ~~interest~~from in the ~~that~~host ~~certain~~contract ~~Note~~ and ~~Equity~~accounted ~~Facility Agreement, both the check and the stock certificate were tendered to Ironridge in open court, and counsel~~ for ~~Ironridge~~separately ~~confirmed~~as ~~receipt~~a ~~thereof to Justice Oing directly~~derivative. ~~The company's attorneys argued in court that with the exception of possible attorney’s fees owed, the Company's obligations under the transaction documents have now been satisfied in full.~~

InDuring ~~addition,~~ the ~~Court~~six ~~found~~months ~~Ironridge’s~~ended ~~jurisdictional~~June ~~argument to be unavailing and held that the case shall remain in New York and directed all parties to file submissions with the Court on September 10~~30, 2014, ~~2013~~$145,465 ~~indicating why any other monies are or are not owed under those certain transaction documents. Judge Oing further directed that the Temporary Restraining Order restraining the sale~~ of the ~~Company’s~~principal ~~assets~~on ~~shall remain in place indefinitely until further order of~~ the ~~Court~~Dominion ~~and~~Note ~~that~~was ~~the~~converted ~~auction~~into ~~shall not be rescheduled and that Ironridge shall not make~~85, ~~post or distribute any further advertisements~~166,666 ~~internet~~shares ~~postings, blogs or otherwise in relation thereto. Finally, Judge Oing held that the balance~~ of the ~~$680,000~~Company’s ~~that~~common ~~was being held in escrow be immediately released~~stock. ~~A hearing was scheduled for October 29, 2013.~~

~~The~~At ~~Company~~June ~~intends~~30, to2014 ~~vigorously defend itself against Ironridge and Kirklands’s improper attempts to seize~~ the Company’s assets for not giving into Kirkland’s improper threats and demands. The Company will take all legal action necessary to protect the interests of the Company and its shareholders. The Company is also arranging for all outstanding principal ~~and~~balance on ~~interest under~~ the Dominion Note towas ~~be paid as soon as possible. As a condition of this litigation~~$47,757 ~~during the three~~ and ~~nine~~accrued ~~months~~interest ~~ended~~was ~~September 30, 2013, the Company issued 4,959,613 shares of common stock for a value of~~ $9117,~~912 to Ironridge for a facility fee~~803.

27The Company accounted for the conversion features underlying the convertible promissory notes and issued in accordance with GAAP, as the conversion feature embedded in the convertible promissory notes could result in the convertible promissory notes being converted to a variable number of the Company’s common shares. The Company determined the value of the derivate conversion features of these convertible promissory notes at the relevant commitment dates as of June 30, 2014, utilizing a Black-Scholes valuation model.

~~Intellicell~~May ~~BioSciences~~Davis ~~Inc.~~Partners ~~and~~Acquisition ~~Subsidiary~~Company, LLC Promissory Note

~~NOTES~~On TOApril ~~CONSOLIDATED~~14, ~~FINANCIAL~~2014, ~~STATEMENTS~~Sherb & Company LLP assigned its promissory note payable to May Davis Partners Acquisition Company LLC. Under the Securities Settlement agreement executed between the Company and May Davis, the Company allows May Davis to assume the Sherb & Co LLP Note Payable. Interest shall be payable at 12% per annum with a maturity date of July 6, 2014. Any outstanding amount of principal and interest may be converted into shares of common stock at 52% of the average of the three lowest traded prices of the Company common stock for 20 trading days prior to conversion. The conversion feature of the notes have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $115,783 note and increases prospectively the amount of interest expense to be recognized over the life of the note.

As of June 30, 2014 and December 31, 2013 the principal balance of the May Davis (~~Unaudited~~Sherb) note was $115,783 and $-0- respectively. Accrued interest was $5,661 and $-0- respectively.

~~16.~~As ~~Subsequent~~of ~~Events~~June 30, 2014 and December 31, 2013 the Company's convertible notes payable was as follows:

The Company has evaluated its subsequent events from the balance sheet date through the date the accompanying consolidated financial statements became available to be issued. There were no significant subsequent events, except as described below.

	June 30, 2014		Dec. 31, 2013
TCA Note	$	—	$	500,000
Ludlow Note		15,000		15,000
WHC Notes, Net of Unamortized Debt Discount of $49,162 and $72,891		64,341		62,492
Crowning Note, Net of Unamortized Debt Discount of $59,459 and $36,345		4,594		114,810
JMJ Note, Net of Unamortized Debt Discount of $-0- and $36,283		46,130		17,046
Redwood Deal #1		—		155,204
Redwood Deal #2		—		316,213
Redwood Deal #3, Net of Unamortized Debt Discount of $386,445 and $-0-		—		—
Redwood Deal #4, Net of Unamortized Debt Discount of $88,530 and $217,932		314,912		185,510
Redwood Deal #5		1,389,711		1,389,711
May Davis Partners Acquisition Co. LLC, Net of Unamortized Debt Discount of $69,645 and $-0-		46,138		—
Dominion Capital		47,757		—
Total	$	1,928,583	$	2,755,986

~~Hanover~~The ~~Holdings~~Company accounted for the conversion features underlying the convertible promissory notes and issued in accordance with GAAP, ~~Inc~~as the conversion feature embedded in the convertible promissory notes could result in the convertible promissory notes being converted to a variable number of the Company’s common shares. The Company determined the value of the derivate conversion features of these convertible promissory notes at the relevant commitment dates as of June 30, 2014, utilizing a Black-Scholes valuation model.

In the period from September 30, 2013 to the date of this report, the Company has issued 10,000,000 additional Settlement Shares pursuant to the terms of the settlement agreement. The Company has expensed a loss on settlement shares of $2,562,284 for the nine months ended September 30, 2013 for the additional issuances of which $590,437 has been accrued at September 30, 2013 for the estimated value of unissued shares.31

~~Redwood~~12. ~~Management~~Derivative ~~LLC Debt Assignment~~Liabilities

~~From~~The ~~the~~following ~~period~~table ofsets ~~October~~forth ~~1, 2013 through November 1, 2013,~~ the Company’s estimate ~~was~~of ~~notified~~the ~~that~~fair ~~certain~~value ~~debt~~of ~~holders~~the ~~had~~financial ~~assigned~~instruments ~~and~~that ~~transferred~~are ~~debt~~classified ~~agreements~~as toliabilities ~~Redwood Management LLC~~ as ~~follows~~of:

· JJK,LLC notes payable in the amount of $125,000

	June 30, 2014								Restated December 31, 2013
		Quoted Prices in Active Markets for Identical Assets (Level) 1		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Embedded Detachable Warrants	$	—	$	—	$	699,857	$	699,857	$	—	$	—	$	6,735	$	6,735

Embedded Conversion Option Features	$	—	$	—	$	8,395,553	$	8,395,553	$	—	$	—	$	6,952,087	$	6,952,087

Totals	$	—	$	—	$	9,095,410	$	9,095,410	$	—	$	—	$	6,958,822	$	6,958,822

The ~~assigned~~following ~~debt~~table ~~agreements~~sets ~~included~~forth ~~principal and accrued interest. In conjunction with the assignment, the Company entered into~~ a ~~securities~~summary of ~~settlement~~changes ~~agreement~~in ~~with~~fair ~~Redwood~~value ~~Management LLC whereby Redwood agreed to acquire certain debt rights and along with the rights to common stock and conversion~~ of ~~certain~~our ~~debt~~derivative ~~securities~~liabilities ~~assumed~~for ~~by Redwood in~~ the ~~aggregate~~periods ~~of approximately $879,000.~~ended:

Hudson Street, LLC Convertible Debenture

	Warrant Derivatives			Hybrid Instruments Derivatives			Total
Beginning balance, December 31, 2013 (restated)	$	6,735		$	6,952,087		$	6,958,822

Fair Value adjustments:
Warrant derivatives (Gain)/Loss		(2,330,965	)		—			(2,330,965	)
Hybrid instruments (Gain)/Loss		—			(11,487,176	)		(11,487,176	)

Issuance of Warrants attached to debt financing		3,024,087						3,024,087

(Gain)/Loss on Conversions:
Hybrid convertible notes and derivatives		—			(5,503,582	)		(5,503,582	)

FairValue of Embedded conversion Feature on issuance of convertible promissory notes and debentures		—			18,434,224			18,434,224
Ending balance, June 30, 2014	$	699,857		$	8,395,553		$	9,095,410

On October 31, 2013, the Company issued a convertible debenture with Hudson Street, LLC for $100,000 cash. The terms of the convertible debenture require repayment on June 30, 2014, and bears a 10% simple annual interest rate. The convertible debenture is convertible into shares of the Company’s common stock, par value $0.001 per share (the "Common Stock") at a price equal to 48 and 1/2% of the average of the lowest traded price of the Common Stock as quoted by Bloomberg, L.P. on any three trading days during the twenty trading days immediately preceding the conversion date. The convertible debenture may be prepaid in whole or in part at the Company’s option without penalty.32

~~WHC~~The ~~Capital~~following tables set forth a description of the financial instruments classified as derivate liabilities as of June 30, ~~LLC~~2014 ~~Convertible~~and ~~Promissory~~December ~~Note~~31, 2013, and the assumption used to value the instruments.

OnConvertible November 15, 2013, the Company issued a convertible promissory note with WHC Capital, LLC for $75,000 cash. The terms of the convertible promissory note require repayment on November 15, 2014, and bears a 22% simple annual interest rate. The convertible debenture is convertible into shares of the Company’s common stock, par value $0.001 per share (the "Common Stock") at a price equal to a 48% discount off the lowest intra-day trading price for the Company’s common stock during the 15 trading days immediately preceding a conversion date. The convertible debenture may be prepaid in whole or in part at the Company’s option without penalty.Debt

~~Subsequent~~The ~~Common~~derivative ~~Stock~~liabilities ~~Issuances~~related to the embedded conversion option feature and the outstanding warrants were valued using the Black-Scholes option valuation model and the following assumptions on the following dates:

From the period of October 1, 2013, through the issuance of this report, the Company has issued 179,819,160 of the Company’s common stock in debt conversions to various debt holders. The Company also subsequently issued 5,000,000 shares to Highland Capital Fund to consulting services.

	June 30, 2014						(Restated) December 31, 2013
	Embedded Detachable Warrants			Embedded Conversion Option Features			Embedded Detachable Warrants			Embedded Conversion Option Features
Risk free interest rate		1.62	%		0.11	%		1.750	%		0.13	%
Expected volatility		256.12	%		135.9% - 295.4	%		289.2%-371.3	%		289.2%-371.3	%
Expected life (in years)		2.70			1.0-.31			2.25			0.58-1.0
Expected dividend yield		-			-			-			-
Number outstanding		443,071,542			6,212,493,400			3,071,542			1,592,259,716
Fair value at issue date	$	3,356,488		$	18,434,224		$	332,401		$	3,042,327
Accumulated change in derivative liability as of the period ended	$	(2,656,631	)	$	(10,038,671	)	$	(326,147	)	$	3,909,760

Fair value at end of period	$	699,857		$	8,395,553		$	6,254		$	6,952,087

28Private Placement Offering

~~Table~~The derivative liabilities related to the warrants issued as part of ~~Contents~~the private placement offering were valued using the Black-Scholes option valuation model and the following assumptions on the following dates:

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

	June 30, 2014			Dec. 31, 2013
Risk free interest rate		1.62	%		1.75	%
Expected volatility		254.27	%		316.09	%
Expected life (in years)		2.59			3.25
Expected dividend yield		—			—
Number outstanding		200,000			200,000
Fair value at issue date	$	19,036,312		$	19,036,312
Accumulated change in derivative liability	$	(19,036,140	)	$	(19,035,831	)
Fair value at Period End	$	172		$	481

~~Statement~~13. ~~of Forward Looking Information~~Concentrations

~~This~~The ~~quarterly~~Company ~~report~~maintains onits ~~Form~~cash ~~10-Q~~in ~~and~~bank deposit ~~other~~accounts, ~~reports (collectively~~which, ~~the~~at ~~“Filings”)~~times, ~~filed~~may byexceed ~~Intellicell~~federally ~~Biosciences,~~insured ~~Inc~~limits. This ~~(“Intellicell”~~potentially orsubjects the “Company”) ~~from time~~ to ~~time~~a ~~with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements and information that are based upon beliefs~~ concentration of, ~~and~~credit ~~information~~risk; ~~currently~~however ~~available to,~~ the Company’s ~~management~~believes asthe ~~well~~risk asis ~~estimates~~negligible. ~~and~~The ~~assumptions made by~~ Company’s ~~management.~~carrying ~~Readers~~amounts ~~are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as~~ of ~~the~~deposits ~~date hereof. When used~~ in ~~the~~financial institutions ~~Filings,~~did ~~the~~not ~~words~~exceed ~~“anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or~~ the ~~negative~~federally ofinsured ~~these~~limit ~~terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view~~ of ~~the Company with respect to future events and are subject to risks~~$250,000 ~~uncertainties,~~as ~~assumptions, and other factors, including the risks contained in the “Risk Factors” section~~ of ~~the~~June ~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31~~30, ~~2012,~~2014. The ~~filed with the SEC on September 16, 2013, relating to the~~ Company’s ~~industry,~~carrying ~~the Company’s operations and results~~ amount of ~~operations,~~deposits ~~and~~in ~~any~~financial ~~businesses~~institutions ~~that~~did ~~the~~not ~~Company~~exceed ~~may~~federally ~~acquire.~~insured ~~Should~~limits ~~one~~as ~~or more~~ of ~~these~~June ~~risks or uncertainties materialize~~30, or2014 ~~should~~and ~~the~~December ~~underlying assumptions prove incorrect~~31, ~~actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned~~2013.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.33

~~Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”)~~14. ~~These~~Capital accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.Stock

~~History~~The principal features of the Company's capital stock are as follows:

WeSeries ~~were~~B ~~incorporated~~Preferred in Nevada under the name AVL Systems International, Inc. on March 8, 1999. On March 9, 2000, we filed an amendment to our articles of incorporation to change our corporate name to I-Track, Inc. On March 21, 2003, we filed Articles of Exchange pursuant to which we acquired Strategic Communication Partners, Inc., and we filed an amendment to our articles of incorporation to change our corporate name to China Wireless Communications, Inc. On May 17, 2010, we filed an amendment to our articles of incorporation to change our corporate name to Media Exchange Group, Inc. On June 3, 2011, we completed the acquisition of Intellicell Biosciences, Inc., a New York corporation, pursuant to the terms of an Agreement and Plan of Merger dated April 27, 2011. Thereafter, on June 30, 2011, we completed the sale of all of our rights, title and interests to, and agreements relating to, our digital trading card business and platform as well as all other intangible assets of the business, pursuant to an asset purchase agreement with Consorteum Holdings, Inc. As a result of the transactions with Intellicell and Consorteum, we terminated our digital trading card business and platform and succeeded to the business operations and research efforts of Intellicell in the field of Regenerative medicine. On June 27, 2011, we filed articles of merger to change our corporate name to Intellicell Biosciences, Inc.Stock

29As of June 30, 2014 and December 31, 2013, the Company has designated 21,000 shares of preferred stock as Series B preferred stock, with a par value of $.01 per share, of which 15,058 shares of preferred stock are issued and outstanding. Each share of series B preferred stock shall be convertible into 1,000 shares of the Company’s common stock. In addition, the holders of the series B preferred stock shall be entitled to notice of stockholders’ meeting and to vote as a single class with the holders of the Common Stock upon any matter submitted to the stockholders for a vote, and shall be entitled to such number of votes as shall equal the product of (a) the number of shares of Common Stock into which the series B preferred stock is convertible into on the record date of such vote multiplied by (b) ten (10).

~~Table~~Series ofC ~~Contents~~Preferred Stock

~~Merger~~As of June 30, 2014 and December 31, 2013, the Company has designated 13,000 shares of preferred stock as Series C preferred stock, with ~~Intellicell~~a ~~Biosciences~~par value of $.01 per share, ~~Inc~~of which 7,250 shares of preferred stock are issued and outstanding. Each share of Series C preferred stock shall be convertible into 1,000 shares of the Company’s common stock. . In addition, the holders of the series B preferred stock shall be entitled to notice of stockholders’ meeting and to vote as a single class with the holders of the Common Stock upon any matter submitted to the stockholders for a vote, and shall be entitled to such number of votes as shall equal to the number of shares of Common Stock into which the series B preferred stock is convertible into on the record date.

OnCertain ~~April~~holders ~~27, 2011, we entered into an Agreement and Plan~~ of ~~Merger with Intellicell which was amended on June 3, 2011 (~~the ~~“Merger~~Company’s Series ~~Agreement”).~~C ~~Under~~preferred ~~the~~stock ~~terms~~have ofcontractually ~~the~~agreed ~~Merger~~to ~~Agreement,~~restrict ~~our~~their ~~wholly-owned~~ability ~~subsidiary (“Merger Sub”) merged into Intellicell. The Merger Sub ceased~~ to ~~exist~~convert ~~as a corporation and Intellicell continued as~~ the ~~surviving corporate entity. As a result of the merger, Intellicell shareholders acquired the majority of our outstanding common stock and all of our~~ Series BC preferred stock. ~~The~~such ~~recapitalized Intellicell Biosciences, Inc. is hereafter referred to as “Intellicell” or~~ that the ~~“Company”.~~number ~~As consideration for the Merger, the holders~~ of ~~the an aggregate of 7,975,768~~ shares of ~~Intellicell’s common stock exchanged their shares of common stock for an aggregate of 15,476,978 shares of~~ the Company’s common stock ~~and~~held ~~Dr.~~by ~~Steven~~each ~~Victor, the principal shareholder~~ of ~~Intellicell,~~holder ~~exchanged~~and anits ~~aggregate~~affiliates ofafter ~~10,575,482~~such ~~shares~~conversion ofshall ~~Intellicell’s~~not ~~common stock for an aggregate of 20,521 shares of the Company ’s series B preferred stock~~exceed 4.99% ~~Each share~~ of ~~series B preferred stock is convertible into 1,000 shares of~~ the Company’s ~~common~~then ~~stock.~~issued ~~In addition, the holders of the series B preferred stock are entitled to notice of stockholders’ meetings~~ and tooutstanding ~~vote as a single class with the holders of the Common Stock on any matter submitted to the stockholders for a vote, and are entitled to the number of votes equal the product of (a) the number of~~ shares of ~~Common~~common ~~Stock into which the series B preferred~~ stock ~~is convertible into on the record date of the vote multiplied by (b) ten (10)~~. ~~The closing of the Merger took place on June 3, 2011 (the “Closing Date”).~~

InSeries ~~addition~~D toPreferred the foregoing, in accordance with the Merger Agreement, all outstanding convertible notes issued by Intellicell (the “Intellicell Notes”) and warrants issued by Intellicell (the “Intellicell Warrants”) entitle the holder to convert or exercise, as the case may be, into and receive the same number of shares of the Company common stock as the holder of Intellicell Notes and Warrants would have been entitled to receive pursuant to the Merger had such holder exercised such Intellicell Notes and Warrants in full immediately prior to the closing of the Merger. Thus, remaining are an aggregate of $1,360,000 of Intellicell Notes outstanding which are convertible into an aggregate of 1,533,258 shares of common stock of the Company and warrants to purchase an aggregate of 3,071,342 shares of common stock of the Company. In the current period, holders of Intellicell Notes in the principal amount of $25,000 have converted their Intellicell Notes into shares of our common stock. We have not repaid any of the principal or accrued but unpaid interest that has become due and payable under the remaining Intellicell Notes. The Company is currently working on making arrangements to honor its remaining obligations under the Intellicell Notes, however, there can be no assurance that any such arrangements will ever materialize or be permissible or sufficient to cover any or all of the obligations under the Intellicell Notes.Stock

As of June 30, 2014 and December 31, 2013, the Company has designated 500,000 shares of preferred stock as Series D preferred stock, with a ~~result~~par value of ~~the~~$.01 ~~Merger~~per share, of ~~Intellicell~~which ~~became~~56,500 ~~our~~shares ~~wholly-owned~~of ~~subsidiary~~preferred stock are issued and outstanding. Each share of series D convertible preferred stock is convertible at any time at an initial conversion price equal to $2.00 per share, subject to adjustment under certain circumstances. As long as the series D preferred stock is outstanding, the conversion price of the series D convertible preferred stock in effect shall be reduced by $0.05 for every 180 day period a share of series D preferred stock is held by the investor. The series D convertible preferred stock automatically converts into shares of the Company’s common stock after three years. Each share of Series D convertible preferred stock was issued with ~~Intellicell~~a warrant to purchase 10 shares of the Company’s ~~former~~common ~~shareholders~~stock. The warrants ~~acquiring~~are exercisable for a ~~majority~~period of five years from the ~~outstanding~~date ~~shares~~of issuance at an initial exercise price of ~~our~~$2.00, ~~common~~subject to adjustment under certain circumstances. The exercise price of the warrants and the conversion price of the series D convertible preferred stock are subject to full ratchet and anti-dilution adjustment for subsequent lower price issuances by the Company, as well as ~~all~~customary ofadjustments provisions for stock splits, stock dividends, recapitalizations and the ~~shares~~like. However, no adjustment made shall cause the exercise price of ~~our~~the series BD convertible preferred stock and warrants to be less than $1.00. The holders of Series D preferred stock have no voting rights.

~~Debt~~Series ~~Conversions~~F ~~and~~Preferred ~~Settlements~~Stock

~~Prior~~On toJanuary ~~the~~17, ~~consummation~~2014, ofIntellicell ~~the Merger~~Biosciences, Inc. (the ~~Company~~“Corporation”) ~~entered~~filed ~~into~~a ~~agreements~~certificate of designations, rights and preferences (the ~~holders~~“Certificate of anDesignation”) with ~~aggregate~~the Secretary of ~~$1,619,606~~State of ~~indebtedness to~~ the ~~Company,~~State ~~comprised~~ of ~~accrued~~Nevada ~~compensation~~pursuant into which the ~~amount~~Corporation ofset $1forth the designation,~~201~~ powers,~~551~~ rights, privileges, ~~promissory~~preferences ~~notes~~and inrestrictions of the ~~principal~~Series ~~amount~~E ofPreferred ~~$263~~Stock. On January 22,~~707~~ ~~plus~~2014 ~~accrued~~the ~~interest~~Corporation filed a certificate of ~~$9,398~~correction ~~less~~(the ~~unamortized~~“Certificate ~~debt~~of ~~discounts~~Correction”) with the Secretary of ~~$83,264~~State ~~and~~of ~~accrued~~Nevada ~~expenses~~to ~~totaling~~change ~~$228,414~~the (name of the designation from “Series CE ~~Debt~~Preferred Stock”), ~~which~~to ~~included~~“Series ~~$,1,201,551~~F Preferred Stock.” By unanimous written consent of ~~accrued~~the ~~compensation~~Board, the ~~$128,047~~Board ofissued ~~notes~~an ~~payable~~aggregate ~~held~~of orfifty ~~made~~one by(51) ~~affiliates~~shares of ~~the~~Series ~~Company,~~F ~~pursuant~~Preferred to ~~which~~five ~~such~~individuals. ~~persons~~The ~~agreed~~five toindividuals ~~settle~~include the ~~and~~Company’s ~~compromise~~CEO ~~such~~and ~~Series~~Chairman Cand ~~Debt~~four inmembers ~~exchange~~of ~~for~~ the ~~issuance~~Board of anDirectors. ~~aggregate~~As a result of 12the voting rights granted to the Series F Preferred,~~123~~ ~~shares~~the ofSeries ~~series~~F CStockholders ~~preferred~~hold, ~~stock.~~in ~~Each~~the ~~share~~aggregate, approximately 50.95% of ~~series~~the Ctotal ~~preferred~~voting ~~stock~~power ~~shall~~of beall ~~convertible~~issued and ~~into~~outstanding ~~1,000~~voting ~~shares~~capital of the Company’s. ~~common~~Each ~~stock.~~one ~~Certain~~(1) ~~holders~~share of the ~~Company’s~~Series ~~series~~F CPreferred ~~preferred~~Stock ~~stock~~shall have ~~contractually~~voting ~~agreed~~rights equal to ~~restrict~~(x) ~~their~~0.019607 ~~ability~~multiplied by the total issued and outstanding shares of Common Stock eligible to ~~convert~~vote at the ~~series~~time Cof ~~preferred~~the respective ~~stock~~vote ~~such~~(the ~~that~~“Numerator”), divided by (y) 0.49, minus (z) the ~~number~~Numerator. For purposes of illustration only, if the total issued and outstanding shares of Common Stock eligible to vote at the ~~Company~~time ~~common~~of ~~stock~~the ~~held~~respective vote byis ~~each~~5,000,000, the voting rights of ~~holder~~one ~~and~~share ~~its~~of ~~affiliates~~the ~~after~~Series ~~such~~F ~~conversion~~Preferred shall ~~not~~be ~~exceed~~equal ~~4.99%~~to of102,036 ~~the~~(0.019607 ~~Company’s~~x ~~then~~5,000,000) ~~issued~~/ 0.49) ~~and~~– ~~outstanding~~(0.019607 ~~shares~~x of5,000,000) ~~common~~= ~~stock~~102,036).

~~Asset~~Common ~~Purchase Agreement with Consorteum Holdings, Inc.~~Stock

OnAmendment ~~June 6, 2011, we entered into an asset purchase agreement (the “Consorteum Purchase Agreement”) with Consorteum Holdings, Inc. (“Consorteum”) pursuant~~ to ~~which~~Articles ~~we agreed to sell, transfer and assign to Consorteum, and Consorteum has agreed to purchase from us, all~~ of our rights, title and interests to, and agreements relating to, our digital trading card business and platform as well as all other intangible assets of the business in exchange for Consorteum assuming an aggregate principal amount of $1,864,152 of our indebtedness (the “Assumed Indebtedness”) in accordance with the terms of that certain assignment and assumption agreement executed on June 6, 2011. Such rights include, but are not limited to, our former name, phone number and listing, goodwill and other intangible assets (including its rights to any intellectual property or proprietary technology), as well as our rights under certain licensing agreements.Incorporation

30On March 7, 2014, Intellicell Biosciences, Inc. filed an amendment to the Company’s articles of incorporation with the Secretary of State of the State of Nevada (the “Amendment”), to increase the Company’s authorized common stock from one billion five hundred million (1,500,000,000) shares of common stock to three billion five hundred million (3,500,000,000) shares of common stock. The Amendment also changed the par value of the Company’s authorized common stock from $0.001 per share to $0.0001 per share.

~~Table~~On June 24, 2014, the Company received a unanimous written consent in lieu of ~~Contents~~a meeting of the holders of its Series F Preferred Stock, $0.01 par value per share (the “Series F Preferred Stock”), created by unanimous written consent of the Board of Directors of the Company (the “Board”), as permitted by the Company’s Articles of Incorporation, as amended and which may be amended from time to time (“Amended Articles”). Each share of Series F Preferred Stock has the equivalent of 51,133,625 votes of Common Stock (based upon the 2,355,075,373 outstanding number of shares of Common Stock issued at the time hereof). Currently, there are five (5) holders of Series F Preferred Stock (the “Series F Stockholders” or the “Majority Stockholders”), holding fifty-one (51) shares of Series F Preferred Stock, resulting in the Series F Stockholders holding in the aggregate approximately 50.99% of the total voting power of all issued and outstanding voting capital of the Company.

On June 624, ~~2011~~2014, wethe ~~and~~Board ~~Consorteum~~approved ~~entered into~~ an ~~amendment~~increase ~~agreement~~in (the ~~“Amendment~~number of ~~Agreement”)~~authorized toshares ~~the~~of ~~Consorteum~~Common ~~Purchase~~Stock ~~Agreement~~from ~~pursuant~~Three toBillion ~~which~~Five ~~the~~Hundred ~~parties~~Million ~~agreed~~(3, ~~among other things~~500,000,000) ~~that~~shares ~~the obligations~~ of ~~the~~Common ~~parties~~Stock to ~~consummate~~Ten ~~the transactions contemplated by the Purchase Agreement was subject to~~ Billion (i10,000,000,000) ~~the~~shares ~~approval~~ of ~~the~~Common ~~Board~~Stock ~~of Directors of each of~~ (the ~~parties,~~“Authorized ~~and~~Share ~~(ii~~Increase”) ~~the~~and ~~completion~~recommended ofto the ~~assignment~~Majority ofStockholders that ~~the~~they ~~Assumed~~approve ~~Liabilities (including receipt of all~~ the ~~necessary~~Authorized ~~consents~~Share ~~of the holders of all outstanding indebtedness of the Buyer)~~Increase.

On June 3024, ~~2011,~~2014 ~~we and Consorteum agreed to waive~~ (the ~~requirement~~“Record ~~that~~ Date”), the ~~conditions~~Majority ~~precedent~~Stockholders ~~set~~approved ~~forth in~~ the ~~Consorteum~~Authorized ~~Purchase~~Share ~~Agreement~~Increase beby ~~satisfied~~written onconsent orin ~~before~~lieu ~~closing and each party agreed that as~~ of ~~the~~a ~~date~~meeting ~~of the Consorteum Purchase Agreement, Consorteum shall assume an aggregate of $1,477,052 of principal indebtedness from us plus accrued interest totaling $250,695~~ in accordance with the Nevada ~~terms~~Revised ~~of the Consorteum Purchase Agreement~~Statutes. ~~The~~Accordingly, ~~foregoing~~consent ~~included notes payable to certain~~ of ~~our~~common ~~former~~shareholders ~~affiliates~~are ~~totaling~~not ~~$450,000.~~required ~~Notwithstanding the foregoing, Consorteum agreed to provide us with a guaranty, whereby Consorteum agreed to unconditionally~~ and ~~irrevocably~~will guarantee to us the prompt and complete payment, as and when due and payable (whether at stated maturity or by required prepayment, acceleration, demand or otherwise), of the Assumed Indebtedness, including any Assumed Indebtedness which we had not ~~received~~being ~~the~~solicited ~~necessary~~in ~~consent~~connection with ~~for as of~~ the ~~date~~approval of the ~~waiver.~~Authorized AsShare ~~a result of the foregoing, the transactions contemplated by the Consorteum Purchase Agreement closed on June 30, 2011~~Increase.

~~Corporate~~During ~~Structure~~the six months ended June 30, 2014, the Company issued the following equity instruments:

As· aThe ~~result~~Company ofissued ~~the foregoing transactions, we currently have~~ a ~~wholly-owned~~total subsidiary, Intellicell Biosciences, Inc., a New York corporation, through which we engage in our principal business. We have also recently formed another wholly-owned subsidiary, ICBS Research, Inc., a New York corporation, for the purpose of ~~engaging in clinical studies at prominent medical centers to obtain FDA approval for major clinical indications. In addition~~1, ~~our wholly-owned subsidiary~~522, ~~Intellicell Biosciences~~793,354 ~~Inc.,~~shares ~~a New York corporation, owns one hundred percent (100%)~~ of ~~the~~common ~~outstanding~~ stock offor ~~Tech~~debt ~~Stem Inc~~conversions.~~, a New York corporation.~~

~~Results~~· In April of ~~Operations~~2014, the Company issued a total of 5,000,000 shares of common stock for compensation under a financial services agreement executed in October, 2013 with MD Global Partners, LLC.

~~Three~~· ~~Months~~In ~~and~~May ~~Nine~~of ~~Months~~2014, ~~ended~~the ~~September~~Company 30issued a total of 18,666,665 ~~2013~~shares ~~compared~~of tocommon ~~the~~stock ~~Three~~for ~~and~~compensation ~~Nine~~under ~~Months~~a ~~ended~~research ~~September~~consulting ~~30,~~services ~~2012~~agreement with Dr. James Andrews. See note 16

~~Revenue~~· In May of 2014, the Company issued a total of 111,000,000 shares of common stock for compensation under 3 financial and marketing consulting services agreements.

~~Revenue~~As ~~for~~of ~~the~~June ~~three and nine months ended September~~ 30, ~~2013~~2014 ~~was $0~~ and $0December ~~compared to $186~~31,~~073 and $354~~ 2013,~~942~~ ~~for~~ the ~~three~~Company ~~and~~had ~~nine months ended September 30~~2, ~~2012~~580, respectively. Revenues were primarily attributable to fees from cases processed by licensees. The related party revenue was earned in accordance with the former Regen Medical Technology license and administrative services agreement dated April 16182,042 ~~2012. We intend to engage in a multi-pronged approach with respect to the utilization~~ and ~~commercialization of our proprietary process that will involve entering into technology licensing agreements and related service agreements with physicians~~922, ~~physician practice groups~~722,023 ~~hospitals~~shares and ambulatory service centers located in the United States. We will also be seeking to enter into technology licensing agreements that cover a particular international territory or country. In addition, we will also be seeking to establish “Centers of ~~Excellence”~~common instock ~~conjunction~~issued with physicians under an arrangement whereby we are appointed the exclusive managing agent for the professional corporation in exchange for the grant of a license to the professional corporation to utilize our proprietary process. Depending upon the arrangement involved, we expect to collect some combination of fees from licensing, processing, service, and ~~management~~outstanding, ~~as well as up-front territorial licensing fees~~respectively.

License fees will generally be payable upon signing of a license agreement and will be recognized as revenue ratably over the appropriate period of time to which the revenue item relates. We have also entered into agreements with independent sales representative organizations that will market such tissue processing centers services to physicians in the geographic area. Fees for tissue processing cases from such physicians will be collected by us and recognized upon performance of the laboratory analysis.35

3115. Stock Options and Warrants

~~Table~~Employee ofStock ~~Contents~~Options

~~Cost~~The offollowing ~~goods~~table ~~sold~~summarizes the changes in the options outstanding at June 30, 2014, and ~~Gross~~the ~~Margin~~related prices for the shares of the Company’s common stock issued to employees of the Company under a non-qualified employee stock option plan.

Cost of goods sold were $0 and $0 for the three and nine months ended September 30, 2013, respectively, compared to $137,394 and $314,641 for the three and nine months ended September 30, 2012, respectively.

Range of Exercise Prices		Number Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Number Exercisable		Weighted Average Exercise Price
$	0.01 – 0.25		1,775,000	$	0.15		8.07		1,762,500	$	0.15
	4.00		2,347,926		4.00		7.50		1,879,173		4.00
			4,122,926				7.74		3,641,673

~~Gross~~A summary ~~margin~~of ~~was~~the $0Company’s ~~and~~stock $0awards for ~~the~~options ~~three~~as ~~and~~of ~~nine~~June ~~months ended September~~ 30, ~~2013,~~2014 ~~respectively, compared to $48,679~~ and ~~$40,301,~~changes for the ~~three~~period ~~and nine months~~ ended ~~September~~June 30, ~~2012,~~2014 ~~respectively.~~is presented In the future, in addition to the cost of equipment sold directly to licensees, the cost of goods sold effecting gross margins will include costs for the supplies sold to licensees for the processing of each tissue processing case, depreciation costs associated with the licensed laboratory equipment and the direct sales costs associated with license fees received.below:

Operating expenses

	Stock Options		Weighted Average Exercise Price
Outstanding, December 31, 2013		4,122,926	$	2.34
Granted		—		—
Exercised		—		—
Expired/Cancelled		—
Outstanding, June 30, 2014		4,122,926	$	2.34
Exercisable, June 30, 2014		3,641,673	$	2.14

~~Research~~The ~~and~~expected ~~development~~life ~~expenses~~of ~~were~~awards ~~$14,588~~granted represents ~~and $516,391 for~~ the ~~three~~period ~~and~~of ~~nine~~time ~~months~~that ~~ended~~they ~~September~~are ~~30,~~expected ~~2013, respectively, compared~~ to ~~$76,221~~be ~~and $199,670 for the three and nine months ended September 30, 2012, respectively~~outstanding. The ~~principal~~Company ~~component~~has ofno ~~research~~historical ~~and~~experience ~~development~~with ~~costs~~which ~~consist~~to establish ofa ~~services~~basis ~~as the attending physician in patient cases,~~ for ~~lab~~determining ~~technicians,~~an ~~and~~expected ~~for~~life ~~nursing~~of ~~staff~~these ~~employed~~awards. ~~by Regen Medical~~Therefore, ~~Dr.~~the ~~Victor's~~Company ~~medical~~only ~~practice,~~gave ~~which~~consideration isto ~~part of~~ the ~~ongoing~~contractual terms ~~research of our technology~~ and ~~processes.~~did ~~These~~not ~~fees~~consider ~~totaled~~the $0vesting ~~and $287~~schedules,~~000~~ ~~for~~exercise ~~the~~patterns ~~three~~ and ~~nine~~pre-vesting ~~months~~and ~~ended~~post-vesting ~~September~~forfeitures ~~30,~~significant ~~2013,~~to the ~~and~~expected $0life ~~for~~of the ~~three~~option ~~and nine months ended September 30, 2012~~award.

~~Sales~~We ~~and~~estimate ~~marketing~~the ~~expenses~~volatility ~~were~~of ~~$1,096~~our ~~and~~common stock ~~$5,924,~~based ~~and~~on $2the calculated historical volatility of similar entities in industry,~~305~~ in size and ~~$275,822~~in ~~for~~financial leverage whose share prices are publicly available. We base the ~~three~~risk-free ~~and~~interest ~~nine~~rate ~~months~~used ~~ended~~in ~~September~~the ~~30,~~Black-Scholes-Merton ~~2013~~option ~~and~~valuation ~~2012,~~model ~~respectively.~~on ~~Sales~~the implied ~~and~~yield ~~marketing~~currently ~~expenses~~available ~~consist~~on ofU.S. ~~costs~~Treasury ~~associated~~zero-coupon issues with an equivalent remaining term equal to the ~~development~~expected life of ~~our~~the ~~brochure~~award. ~~and~~We ~~informational~~have ~~materials,~~not ~~our~~paid ~~website,~~any ancash ~~informational~~dividends ~~video~~on our common stock and ~~travel~~do ~~expenses~~not toanticipate ~~attend~~paying ~~professional~~any ~~meetings~~cash dividends in the foreseeable future. Consequently, aswe ~~well~~use asan ~~commissions~~expected ondividend ~~sales~~yield of zero in the Black-Scholes-Merton option valuation model.

~~General~~Total ~~and~~stock-based ~~administrative~~compensation ~~expenses~~expense in ~~were~~connection with options granted to employees recognized in the consolidated statement of operations was $~~907~~342,~~110~~135 and $~~948~~342,~~020~~135 for the three months ended June 30, 2014 and 2013, respectively and was $2684,~~170,229~~270 and $2702,~~051,147~~495 for the ~~three~~six ~~and nine~~ months ended ~~September~~June 30,2014, respectively, ~~2013~~net ~~and~~of ~~2012,~~tax ~~respectively~~effect. ~~The~~There ~~following~~was ~~are~~no stock-based compensation expense in connection with options granted to non-employees recognized for the ~~significant~~periods ~~components~~ended June 30, 2014 and 2013. Additionally, none of the ~~general~~options outstanding and ~~administrative~~unvested ~~costs:~~as of June 30, 2014, and 2013 had any intrinsic value.

~~Salary Expense~~36

General and administrative is comprised of salary expenses for the three and nine months ended September 30, 2013 and 2012, we incurred salary expenses of $113,750 and $412,942, and $267,572 and $793,668, respectively. Included in the salary expense and related to this same shareholder as a result of this individual serving in the capacity of our Chief Executive Officer was $68,750 and $206,250 for the three and nine months end September 30, 2013, and $68,750 and $206,250 for the three and nine months ending September 30, 2012, respectively. In addition, salary expenses totaling $45,000 and $135,000 for the three and nine months ending September 30, 2013 and $45,750 and $158,750 for the three and nine months ending September 30, 2012, respectively, to the spouse of our Chief Executive Officer and majority shareholder.Warrants

~~Rent~~The following table summarizes the changes in the warrants outstanding at June 30, 2014, and ~~office~~the ~~administrative~~related prices for the shares of the Company’s common stock issued to non-employees of the Company. These warrants were issued in lieu of cash compensation for services performed or financing expenses and in connection with the private placements and merger.

Included in general and administrative expenses are $96,900 and $290,700, and $104,477 and $298,396 of rent for the three and nine months ended September 30, 2013 and 2012, respectively. The office lease costs for our 460 Park Avenue location was approximately $96,900, net of a lease allocation of 40% of the lease costs to Regen Medical. The office lease and administrative services costs for the three and nine months ended September 30, 2012 was $75,000 and $150,000 provided by and at the former facility of Regen Medical, a company owned by our chief executive officer.

Range of Exercise Prices		Number Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Number Exercisable		Weighted Average Exercise Price
$	.005		400,000,000	$	.005		4.63		400,000,000	$	.005
	.0055		40,000,000		.0055		4.70		40,000,000		.0055
	1.72		3,071,542		1.72		1.85		3,071,542		0.33
	.045		2,566,664		0.45		3.41		2,566,664		0.45
	0.75 - 0.86		11,580,000		0.75		2.61		11,580,000		0.75
	1.00		42,500		1.00		2.48		42,500		1.00
	1.58		45,000		1.58		7.75		45,000		1.58
	2.00		2,529,200		2.00		2.60		2,529,200		2.00
	2.45 - 2.60		800,000		2.51		2.51		800,000		2.51
	3.00		750,000		3.00		2.24		750,000		3.00
	3.20		350,000		3.20		2.43		350,000		3.20
	3.75		100,000		3.75		2.87		100,000		3.75
			461,834,906				4.59		461,834,906

~~Professional~~A ~~fees~~summary of the Company’s stock awards for warrants as of June 30, 2014 and changes for the six months ended June 30, 2014 is presented below:

For the three and nine months ended September 30, 2013 and 2012, we have incurred approximately $519,788 and $916,876, and $442,571 and $767,452 in legal and professional fees, respectively. This is primarily related to the FDA compliance, public company costs and financing transactions.

	Warrants		Weighted Average Exercise Price
Outstanding, January 1, 2014		21,834,906	$	3.09
Granted		440,000,000		.0050
Exercised		—		—
Expired/Cancelled		—		—
Outstanding, June 30, 2014		461,834,906	$	4.84
Exercisable, June 30, 2014		461,834,906	$	4.84

32The Company issued 440,000,000 and -0- compensatory warrants to non-employees during the six months ended June 30, 2014 and 2013, respectively. The Company estimates the fair value of each stock award at the grant date by using the Black-Scholes option pricing model with the following weighted average assumptions used for the grants, respectively; dividend yield of zero percent for all periods; expected volatility is 329.73%; risk-free interest rate from a range of .71% to .79%; expected lives of three years. Total non-employee stock-based compensation expensed in connection with warrants recognized in the condensed consolidated statement of operations for the six months ended June 30, 2014 and 2013 was $0 and $75,000, respectively, net of tax effect.

~~Table of Contents~~37

~~Depreciation~~16. Income (Loss) per Share

~~Depreciation~~The ~~expense~~following istable ~~included~~presents ~~in general and administrative costs. For~~ the ~~three~~computations ~~and~~of ~~nine~~basic ~~months ended September 30, 2013~~ and dilutive ~~2012,~~income we(loss) ~~have~~per ~~incurred $118,978 and $300,431, and $125,023 and $135,907, respectively.~~share:

Stock Based Compensation. During the three and nine months ended September 30, 2013, we incurred employee stock based compensation expenses of $342,135 and $1,044,630 from the issuances of employee incentive stock options, respectively. For the three and nine months ended September 30, 2012, we incurred employee stock based compensation charges of $667,265 and $2,525,724, respectively The incentive stock options were valued using the Black Scholes method.

	For the 3 Months Ended June 30, 2014		For the 6 Months Ended June 30, 2014
Net Income (Loss)	$	2,706,055	$	(7,534,281	)

Net income (loss) per share:
Net income (loss) per share – basic	$	.00	$	(.00	)
Net income (loss) per share – diluted	$	.00	$	(.00	)

Weighted average common shares outstanding – basic		2,237,459,605		1,830,159,988
Weighted average common shares outstanding – diluted		23,779,489,866		1,830,159,988

~~Non-Employee~~For ~~Stock Based Compensation. During~~ the ~~three~~six ~~and nine~~ months ended ~~September~~June 30, ~~2013~~2014 common ~~we incurred non-cash non-employee~~ stock ~~based~~equivalents ~~compensation~~totaling ~~charges of $0 and $300~~25,~~000~~393,234,345 ~~respectively.~~related ~~For~~to warrants, convertible ~~the~~debt ~~three~~ and ~~nine~~preferred ~~months ended September 30, 2012, we incurred non-cash non-employee~~ stock ~~based~~were ~~compensation~~excluded from ~~charges~~the calculation of ~~$78,593~~the ~~and~~diluted ~~$8,105,947,~~net ~~respectively.~~loss ~~Non-employee~~per ~~stock~~share ~~based~~as ~~compensation~~their iseffect ~~comprised~~would ashave ~~follows:~~been antidilutive.

▪For ~~During~~ the ~~nine~~three months ended ~~September~~June 30, 2014 ~~2013,~~common ~~the~~stock ~~Company~~equivalents ~~issued~~totaling 225,~~000~~597,~~000~~324,522 ~~shares~~related ofto warrants, convertible ~~its~~debt ~~common~~and preferred stock ~~for~~were ~~advisory~~included in ~~services.~~the ~~The~~calculation ~~Company~~of ~~recognized~~ the ~~fair~~diluted ~~market~~net ~~value~~income ~~charge~~per ~~of $300,000~~share.

▪ During the three and nine months ended September 30, 2012, the Company issued 2,214,000 and 3,274,001 shares of common stock for stock issuances for medical advisory and professional services and charged $2,958,367 and $5,291,537, respectively.

	For the 3 Months Ended June 30, 2013			For the 6 Months Ended June 30, 2013
Net Income (Loss)	$	(3,916,075	)	$	(4,974,435	)

Net income (loss) per share:
Net income (loss) per share – basic	$	(0.06	)	$	(0.08	)
Net income (loss) per share – diluted	$	(0.06	)	$	(0.08	)

Weighted average common shares outstanding – basic		65,450,474			62,920,596
Weighted average common shares outstanding – diluted		65,450,474			62,920,596

▪For ~~During~~ the three months and ~~nine~~six months ~~ended~~ending ~~September~~June 30, 2013 ~~2012,~~common $0stock ~~and~~equivalents ~~$2,720,764 was expensed due to the issuance~~ of 173,~~584~~186,~~200~~072 ~~warrants amounting in exchange for consulting~~ and ~~professional~~77,478,331 ~~services~~related ~~from~~to ~~unrelated third parties. The value of the~~ warrants, ~~was~~convertible ~~determined~~debt ~~using~~and ~~the~~preferred ~~Black~~stock ~~Scholes~~were excluded ~~method,~~from the ~~details~~calculation of ~~which~~the ~~are~~diluted ~~more~~net ~~fully~~loss ~~explained~~per ~~within~~share ~~the~~as ~~notes~~their toeffect ~~the~~would ~~financial~~have ~~statements~~been antidulitive.

~~▪ During the three and nine months ended September 30, 2012, the Company issued 50,000 shares of non-employee stock options for professional services and charged $15,053, respectively~~17. Commitments

~~Changes~~Non-cancellable ~~in Fair Value of Derivative Liability~~lease

~~The~~On ~~Company~~June ~~has~~1, ~~issued~~2011, ~~various~~the ~~instruments~~Company ~~(as~~entered into ~~detailed~~a ~~below)~~13 ~~which~~year ~~are~~lease ~~accounted~~ for asoffice ~~derivative~~space ~~liabilities~~with ~~and~~a ~~are~~related ~~valued~~company, atfor ~~fair~~which ~~value at~~ the ~~date~~Company ofunconditionally ~~issuance~~guaranteed any and atall ~~each~~obligations owed ~~balance~~under ~~sheet~~the ~~date~~lease to the landlord. ~~The~~In ~~change~~connection inwith ~~value~~the execution of ~~these~~the ~~instruments~~lease, isthe ~~recorded~~Company aswas arequired ~~charge~~to ~~(or~~establish asa ~~income).~~restricted cash ~~During~~account in the ~~three~~amount ~~and~~of ~~nine~~approximately ~~months~~$650,000 ~~ended~~to ~~September~~secure ~~30,~~a ~~2013~~line ~~and~~of ~~2012,~~credit ~~the~~to ~~Company~~be ~~recorded~~used ~~income~~as ina ~~the~~security ~~amount~~deposit ofunder ~~$75,581~~the ~~and~~lease. The ~~$980,144,~~landlord ~~and~~released $1124,~~112,314~~577 ~~and~~of ~~$14,193,008, respectively, relating to~~ the ~~change~~restricted cash in ~~value~~2013 ofthat ~~all~~was ~~its~~applied ~~derivative~~to ~~liabilities~~current rent.

~~The instruments with derivative properties are as follows:~~38

~~Convertible~~The ~~Debentures~~lease -commenced ~~Derivative~~on ~~Liabilities~~June 1, 2012 and expires on May 31, 2025. Upon commencement, the aggregate minimum annual lease payments under the operating lease guarantee are as follows:

In May 2011, IntelliCell completed a convertible debt offering aggregating $1,385,000. The units offered consist of a $50,000 subordinated convertible debenture payable one year from the date of issue with interest at a rate of 6% and convertible, at the option of the holder, into the Company’s common stock at an initial conversion price of $1.72 per share. Each unit also included a detachable five (5) year warrant to purchase 57,143 shares of IntelliCell’s common stock at an exercise price of $1.72 per share. The proceeds from the issuance of convertible debt securities with detachable warrants were allocated between the warrants and the debt security. The discount is being amortized over the life of the debt. As of December 31, 2011, the Company recorded an original issue discount of $288,564 related to the value of the warrants that will be amortized as interest expense over the initial one year term of the convertible debentures. As of September 30, 2012, the Company has recognized $72,141 of interest expense as a result of such amortization.

2014 (Remainder of Year)	$	323,031
2015		665,555
2016		679,479
2017		679,479
2018		679,479
Thereafter		5,440,474
Total	$	8,467,497

~~The~~Laboratory ~~Company~~Services accounted for the conversion features underlying the convertible debentures an issued in accordance with GAAP, as the conversion feature embedded in the convertible debentures could result in the debentures being converted to a variable number of the Company’s common shares. The Company determined the value of the derivate conversion features of these debentures issued during the year ended December 31, 2011 at the relevant commitment dates to be $32,209 utilizing a Black-Scholes valuation model. The change in fair value of the liability for the conversion feature resulted in a reduction to charge to income of $(18,074) and ~~$(587,460)~~License during the three and nine months ended September 30, 2013 and $62,097 and $(4,410,044) during the three and nine months ended September 30, 2012. The fair value of the derivative conversion features was determined to be $59 and $587,520 at September 30, 2013 and December 31, 2012, respectively.Agreement

33On March 11, 2014 (the “Effective Date”), Intellicell Biosciences, Inc., (the “Company”), executed a Laboratory Services and License Agreement (the “License Agreement”), effective March 7, 2014, with The Andrews Research and Education Foundation, Inc. (“AREF”) pursuant to which the Company agreed to grant certain technology and trademark licenses to AREF.

~~Table~~The term of ~~Contents~~the License Agreement shall be for a period of three (3) years commencing on March 7, 2014 and shall automatically renew for subsequent periods of three (3) years unless either party to the License Agreement provides notice of its intention not to renew at least ninety (90) days prior to the expiration of any three (3) year term.

~~The~~Subject ~~Company~~to ~~accounted for~~ the ~~detachable~~terms ~~warrants~~and ~~included~~conditions of ~~with~~ the ~~convertible~~License ~~debentures as liabilities in accordance with GAAP~~Agreement, as the ~~warrants~~Company ~~are~~agreed ~~subject~~ to ~~anti-dilution~~grant ~~protection~~AREF ~~and~~a ~~could~~non-exclusive ~~result~~(except infor ~~them~~the ~~being~~Pensacola, ~~converted~~Florida toarea and a ~~variable~~surrounding radius ~~number~~ of ~~the~~150 ~~Company’s~~miles), ~~common~~non-assignable, ~~shares.~~non-transferrable, ~~The~~non-sublicensable ~~Company~~license ~~determined~~to market the ~~value~~use of ~~the~~and ~~derivate~~practice ~~feature of~~ the ~~warrants~~Technology (as ~~issued~~such ~~during~~term ~~year~~is ~~ended~~defined ~~December~~in ~~31, 2011 at~~ the ~~relevant~~License ~~commitment~~Agreement) ~~dates~~at toAREF’s bepremises ~~$332,401~~for ~~utilizing~~restricted apurposes ~~Black-Scholes~~as ~~valuation~~provided ~~model. The change~~ in ~~fair value of~~ the ~~liability~~License Agreement. ~~for~~The ~~the~~Company ~~warrants~~also ~~resulted~~agreed ~~in a reduction~~ to ~~the~~grant ~~charge~~AREF toa ~~income~~non-exclusive, ~~of $(56~~non-assignable,~~526)~~ ~~and $(381~~non-sublicensable,~~802)~~ ~~during~~license to the ~~three~~Trademarks (as ~~and~~such ~~nine~~term ~~months~~is ~~ended~~defined ~~September~~in ~~30,~~the ~~2013, and $(77,096~~Agreement). ~~and $(10~~Furthermore,~~008,017)~~ ~~during~~ the ~~three~~Company ~~and~~reserved ~~nine~~the ~~months~~perpetual ~~ended~~worldwide ~~September~~right ~~30,~~to ~~2012,~~license ~~respectively.~~and ~~The fair value of~~ use the ~~derivative~~Patent ~~conversion~~(as ~~features~~defined ~~was~~in ~~determined~~the toLicense ~~be $ 6~~Agreement),~~748~~ Trademarks and ~~$388,550~~the atTechnology ~~September~~licensed ~~30,~~under ~~2013~~the ~~and~~License ~~December~~Agreement ~~31,~~for ~~2012,~~any ~~respectively~~purpose.

AsExcept ~~discussed~~for when performed for research purposes, asAREF ashall ~~result~~pay ofto the Company’s ~~Merger,~~a ~~and~~fee ~~the~~equal ~~effect~~to ~~of recapitalization~~$2,500 ~~the~~per ~~exercise~~Tissue ~~price~~Processing of(as ~~the~~such ~~convertible~~term ~~debentures~~is ~~and~~defined ~~warrants~~in ~~was~~the ~~decreased~~License ~~from~~Agreement) case $1processed.72 The parties to ~~$.88.~~the ~~The~~License ~~subordinated~~Agreement ~~convertible~~have ~~debentures~~mutually ~~are~~agreed ~~convertible~~not ~~into~~to andisclose ~~aggregate~~any ofConfidential ~~1,561,443~~Information ~~shares~~(as ofsuch term ~~common~~is ~~stock~~defined ~~and~~in ~~warrants~~the toLicense ~~purchase~~Agreement), anwhether ~~aggregate~~verbal ofor 3written,~~071~~ conveyed to them prior to,~~542~~ ~~shares~~during or subsequent to the term of ~~common~~the ~~stock~~License Agreement.

~~Common Stock Offering - Derivative Liabilities~~39

InConsulting February 2012, the Company entered into securities purchase agreements with accredited investors, pursuant to which the Company sold (i) an aggregate of 2,600,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) class A warrants to purchase an aggregate of 5,200,000 shares of Common Stock (the “Class A Warrants”), and (iii) class B warrants to purchase an aggregate of 5,200,000 shares of Common Stock (the “Class B Warrants” and together with the Class A Warrants, the “Warrants”), for aggregate gross cash proceeds of $2,627,649, which consisted of $2,100,000 of cash and the exchange and cancelation of a promissory note (bearing principal and interest totaling $527,549) and a warrant ("Exchange Agreement").Agreements

On March 11, 2014, the Company executed a Consulting Agreement (the “Consulting Agreement”) with Dr. James Andrews, effective March 7, 2014, pursuant to which Dr. Andrews shall serve as Chairman of the Intellicell Orthopedic Cellular Therapy Advisory Board. The ~~Class~~initial term Aof ~~Warrants~~the ~~are~~Agreement ~~exercisable~~shall be for a period of ~~five~~ten (10) years ~~from~~unless extended as provided in the ~~date~~Agreement ofor ~~issuance~~unless atterminated by aneither ~~initial~~party ~~exercise~~with ~~price~~thirty of(30) ~~$2.00,~~days ~~subject~~advance written notice to ~~adjustment~~the other party. In ~~The~~consideration ~~Class~~for BConsultant’s services, ~~Warrants~~the ~~are~~Consultant ~~exercisable~~shall ~~for~~be paid a ~~period~~monthly offee ~~five~~and ~~years~~make ~~from~~a monthly charitable contribution to the ~~date~~Andrews Foundation after the Company closes a Capital Raise (as defined in the Consulting Agreement), and the amount of ~~issuance~~such atmonthly anfee ~~initial~~and ~~exercise~~monthly ~~price~~charitable contribution shall be determined based on the amount raised in the Capital Raise. Based upon the capital raise transaction in March 2014 with YA Global Investments, LP in the amount of $~~3.75~~2,100,000, ~~subject~~the monthly fee payable to ~~adjustment.~~the ~~The~~Consultant ~~exercise~~thereafter ~~price~~shall ofbe equal ~~the~~to ~~Warrants~~$40,000, ~~were~~which ~~subject~~includes a $6,000 payment to ~~anti-dilution~~Dr. ~~protection~~Michael ifImmel ~~shares~~and ora ~~share-indexed~~charitable ~~financing~~contribution ~~instruments~~of ~~were~~$10,000 ~~sold~~payable atto ~~less~~the Andrews ~~than~~Foundation. These payments will continue for the ~~stated~~term ~~conversion~~of ~~prices~~the Consulting Agreement.

~~Therefore~~Furthermore, ~~the~~commencing ~~associated~~on ~~conversion~~March ~~feature~~1, 2014 ~~requires~~and ~~liability~~ending ~~classification~~on ~~under~~May ~~GAAP~~1, ~~which~~2017, ison ~~carried~~each atof ~~their~~March ~~fair~~1, ~~value~~June to1, beOctober ~~reevaluated~~1 ~~each~~and ~~reporting~~January 1 during such period., Wethe ~~estimate~~Company ~~their~~shall ~~fair~~issue and ~~value~~the asConsultant shall be entitled to receive non-qualified stock options to purchase a number of shares of the Company’s common stock ~~equivalent~~equal to 750,000 ~~enhanced~~divided by the ~~forward~~average ~~elements~~of the closing bid price per share of such common stock for the ten (~~coupon,~~10) ~~puts~~trading days immediately prior to the date of issuance, subject to certain adjustments as set forth in the Consulting Agreement. The options have a strike price of $0.0058 per share and ~~calls),~~are ~~because~~exercisable ~~that~~for ~~technique~~ten ~~embodies~~(10) ~~all~~years. A portion (13.33%) of such options will be issued to the ~~assumptions~~Andrews Foundation (~~including~~and ~~credit~~Dr. ~~risk~~Immel shall receive 20% of such options). In addition, ~~interest~~The Company ~~risk~~shall issue to the Consultant 6,666,666 shares of its common stock based on the market price ~~volatility~~at ~~and~~the ~~conversion~~date ~~behavior~~of ~~estimates~~the execution of the License Agreement (see description above), ~~that~~as ~~are~~well ~~necessary~~as 2,000,000 shares to ~~determine~~Dr. Immel and 7,999,999 shares to the ~~fair~~Andrews Foundation. Additionally, ~~value~~1,000,000 ofshares ~~this~~shall ~~type~~be issued to the Consultant, 200,000 shares shall be issued to Dr. Immel and 133,333 shares shall be issued to the Andrews Foundation upon FDA approval of ~~financial~~the ~~instrument~~Company’s Stromal Vascular Fraction Cell injection for treatment of osteoarthritis.

We determined the value of the derivative conversion features of these debentures issued at the relevant commitment dates to be $19,036,312 utilizing a Black-Scholes valuation model. The change in fair value of the liability for the conversion feature and warrants resulted in a reduction to income of $(1,001) and $(10,901) for the three and nine months ended September 30, 2013, respectively, and $(1,042,740) and $(18~~,972,452) during the three and nine months ended September 30, 2012, respectively, which is included in the accompanying financial statements~~. Litigation

~~Between~~TCA ~~September~~Default 5, 2012 and October 11, 2012, the February 2012 investors (including the investor that exchanged and cancelled his outstanding promissory note) agreed to certain amendments to their securities purchase agreement and exchange their respective Warrants for (i) an aggregate of 6,100,000 shares of the Company’s Common Stock (ii) a new series A warrant to purchase an aggregate of 6,100,000 shares of Common Stock at an exercise price of seventy-five cents ($0.75) per share and (iii) a new series B warrant to purchase an aggregate of 6,100,000 shares of Common Stock at an exercise price of seventy-five cents ($0.75) per share.Notice

AsOn ofJuly ~~September 30~~15, 2013, while the Company was finalizing an amendment and ~~December~~waiver ~~31,~~to ~~2012,~~that certain Convertible Promissory Note (the “Note”) issued by the Company in ~~had~~favor ~~100~~of TCA Global Credit Master Fund,~~000~~ ~~Class~~LP A(“TCA”) ~~and~~on ~~100~~June 7,~~000~~ ~~Class~~2012 Bin ~~warrants~~the ~~outstanding~~principal amount of $500,000, the Company was advised that ~~were~~Ironridge ~~not~~Global ~~exchanged~~IV, ~~and~~LTD ~~retained~~(“Ironridge”), ~~their~~led ~~anti-dilutive~~by ~~properties~~Mr. ~~The~~John ~~value~~C. ofKirkland, Esq., purportedly purchased the Note ~~derivative~~from ~~liability~~TCA. The ~~associated~~Complaint ~~with~~and ~~the~~Motion ~~conversion~~alleged ~~feature~~that ofIronridge and TCA each served the ~~warrants~~Company ~~was~~with ~~$49~~a Notice of Foreclosure and ~~$10~~Sale,~~950,~~ ~~respectively~~both claiming to be the “Secured Party” of the same assets.

34On August 8, 2013, a Summons and Complaint (the “Complaint”) was filed along with a Motion for a Temporary Restraining Order (the “Motion”) before the Supreme Court of the State of New York, County of New York (the “Court”) under the caption Intellicell Biosciences, Inc. v Ironridge Global IV, LTD., and TCA Global Credit Master Fund, LP, Index No. 652800/13. The Motion sought to restrain the sale of the Company’s assets.

~~Table~~Given that Ironridge and TCA asserted that they would sell the secured assets of ~~Contents~~the Company at auction on August 12, 2013, the Motion sought to temporarily restrain both parties from so doing. On August 12, 2013, Justice of the Supreme Court, New York County, issued a written Order granting the relief requested, thereby restraining any sale of assets (the “Temporary Restraining Order”).

~~Net~~On ~~loss~~August ~~before~~26, ~~income~~2013, ~~tax~~despite the Company’s best efforts to amicably resolve the dispute related to the Note, a subsequent hearing on the Motion was held, at which time the Company voluntarily brought with it to Court: (i) a certified check in the amount of $535,833.33 constituting payment of all principal and ~~net~~interest ~~loss~~owed under the Note; and (ii) a stock certificate constituting the facility fee shares owed to the Secured Party pursuant to that certain Equity Facility Agreement. Since TCA admitted in prior court filings that it has no remaining interest in the that certain Note and Equity Facility Agreement, both the check and the stock certificate were tendered to Ironridge in open court, and counsel for Ironridge confirmed receipt thereof to the judge directly. The company's attorneys argued in court that with the exception of possible attorney’s fees owed, the Company's obligations under the transaction documents have now been satisfied in full.

~~Net~~In ~~loss~~addition, ~~before income tax for~~ the ~~three~~Court ~~and~~found ~~nine~~Ironridge’s jurisdictional ~~months~~argument ~~ended~~to ~~September~~be ~~30,~~unavailing ~~2013 was $1,817,096~~ and ~~$6,791,631,~~held ~~respectively,~~that ~~which~~the ~~includes~~case ashall ~~reduction~~remain in ~~charges~~New ~~for~~York ~~the~~and ~~non-cash~~directed ~~change~~all inparties ~~fair~~to ~~value~~file ofsubmissions with ~~derivative~~the ~~liabilities~~Court ofon ~~$75,581~~September ~~and $980~~10,~~144,~~ ~~respectively~~2013, ~~non-cash~~indicating ~~expense~~why ~~for~~any ~~Employee~~other ~~Stock~~monies ~~Compensation~~are ofor ~~$342,135~~are ~~and~~not ~~$1,044,630,~~owed ~~respectively~~under ~~and~~those ~~non-employee~~certain ~~stock~~transaction ~~based compensation of $0 and $300,000, respectively, as discussed above~~documents. The Judge further ~~Net~~directed ~~loss~~that ~~before income tax for~~ the ~~three~~Temporary ~~and~~Restraining ~~nine~~Order ~~months~~restraining ~~ended~~the ~~September~~sale ~~30,~~of ~~2012~~the ~~was~~Company’s ~~$1,742,964~~assets ~~and~~shall ~~$210,242,~~remain ~~respectively, which includes a reduction~~ in ~~charges~~place indefinitely ~~for~~until ~~the~~further ~~non-cash~~order ~~change in fair value~~ of ~~derivative~~the ~~liabilities~~Court ~~of $1,112,314~~ and ~~$14,193,008,~~that ~~respectively,~~the ~~and~~auction ~~non-employee~~shall ~~stock~~not ~~compensation~~be ofrescheduled ~~$78,593~~ and ~~$8,105,947,~~that ~~respectively,~~Ironridge ~~and~~shall ~~non-cash~~not ~~expense~~make, post ~~for~~or ~~Employee~~distribute ~~Stock~~any ~~Compensation~~further ~~of $667~~advertisements,~~265~~ ~~and~~internet $2postings,~~525,724,~~ ~~respectively.~~blogs Asor weotherwise ~~continue~~in torelation ~~implement~~thereto. Finally, ~~our~~the Judge ~~business~~held ~~strategy we anticipate~~ that ~~we will continue to have operating losses for~~ the ~~next~~balance ~~several calendar quarters until such time as we have been able to establish a sufficient number~~ of ~~licensees~~the ~~generating licensing~~$680,000 ~~processing,~~that ~~service,~~was ~~and~~being ~~management~~held ~~fees~~in toescrow ~~us,~~be asimmediately ~~well as up-front territorial licensing fees, sufficient to cover our operating costs~~released.

~~Liquidity and Capital Resources~~40

WeOn ~~had~~January 28, 2014, a ~~working~~Judicial ~~capital~~Hearing Officer, ~~deficit~~in asa decision on each of ~~September~~Ironridge’s 30claims against the Company, ~~2013~~fully justified IntelliCell’s position by ruling against each of ~~$10,387,043~~Ironridge’s ~~compared~~and TCA’s demands for monetary damages. The Court made it clear that Ironridge and TCA are not entitled to amonetary ~~working~~damages ~~capital~~and ~~deficit~~had atno ~~December~~right ~~31,~~to ~~2012~~inappropriately ofbroadcast ~~$6,787,736~~to the world that it could sell IntelliCell’s assets.

~~The~~Additional financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $44,554,264 and a working capital deficit of $10,387,043 as of September 30, 2013, respectively. The Company has not generated any revenues from its technology during the nine months ended September 30, 2013 and does not have any near term prospects to generate revenue. In addition, the Company is in default on certain of its loans. Losses are anticipated in the continued development of its business assuming the Company is able to raise the financing necessary to continue its research and development. These factors raise, substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon a number of factors, including generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with a private placements of common stock or other debt or equity securities. There can be no assurance that we will be able to obtain further financing, do so on reasonable terms, or do so on terms that would not substantially dilute our current stockholders’ equity interests in us. If we are unable to raise additional liquidity on a timely basis, or at all, we probably will not be able to continue as a going concern.litigations

~~Our~~On ~~cash~~March ~~and~~17, ~~cash~~2014, ~~equivalents~~Dean E. Miller, as representative ~~September~~shareholder, 30on behalf of the nominal defendant Intellicell Biosciences, ~~2013~~Inc., ~~was~~filed $0a shareholder’s derivative action against Steven Victor, ~~compared~~MD, toin ~~cash~~his ~~balances~~capacity atas ~~December~~Chairman 31- CEO and individually, ~~2012~~Anna Rhodes ofas ~~$10~~former Executive Vice President and individually,~~159~~ Leonard L. WeMazur ~~are~~as ininterim ~~the~~Chief ~~early~~Operating ~~stages~~Officer and individually, Myron Holubiak as a Director and individually, Michael Hershman, as Chairman of the ~~implementation~~Board of ~~our~~Directors ~~business~~and ~~strategy~~individually, Stuart Goldfarb as a former Director and ~~anticipate~~individually, weVictor ~~will~~Dermatology ~~require~~& ~~additional~~Rejuvenation, ~~cash~~P.C., toVictor ~~fund~~Cosmeceuticals, Inc., ~~our~~Lasersculpt, ~~operations~~Inc., ~~for~~and the ~~next~~Doe ~~twelve~~Entities ~~months~~1-5, ~~inclusive~~as defendants, and Intellicell Biosciences, Inc., as nominal-defendant. The complaint, which was filed on the aforementioned date with the United States District Court Southern District of ~~costs~~New ~~associated~~York, alleges that the Company has failed to comply with ~~attracting~~US Food and Drug Administration and United States Patent and Trade Office regulations. The allegations in the complaint include, ~~training~~but are not limited to, allegations involving fraud, negligence, false reporting, and mismanagement ~~acquiring~~of laboratory ~~equipment~~facilities. ~~for~~Pursuant ~~licensees~~to the complaint, ~~costs~~the ~~associated~~amount ~~with~~in controversy exceeds $75,000. Furthermore, the complaint ~~conducting~~as filed lists the following counts: 1. Against the individual defendants for breach of ~~clinical~~their ~~research~~fiduciary ~~needed~~duties toin ~~establish~~connection with ~~and~~their ~~protect~~management of the ~~therapeutic~~Company; ~~benefits~~2. Against the individual defendants for breach of ~~our~~fiduciary ~~technologies,~~duty ~~costs~~in ~~associated~~connection with disseminating false information; 3. Against the ~~development~~individual defendants for breach of fiduciary duty for failing to design and ~~marketing~~implement adequate internal controls; 4. Request for injunctive relief; 5. Imposition of constructive trust/accounting; and ~~promotional~~6. Appointment of referee injunctive relief. The Company believes that such allegations and ~~educational~~claims ~~materials~~are ~~relative~~without merit and intends to ~~our~~vigorously ~~services~~defend such allegations and ~~costs~~claims. ~~associated~~On ~~with~~July ~~building~~24, ~~out~~ the ~~infrastructure~~Company ~~necessary~~filed a motion to ~~manage~~order ~~and~~the ~~control~~plaintiff ~~our~~to ~~business~~give security for defendant’s costs. On InAugust 1, 2014, the ~~near~~Company ~~term,~~requested weof ~~plan~~the judge permission to ~~utilize~~file ~~short~~for ~~term~~dismissal. ~~working~~Plaintiff ~~capital~~did ~~advances~~not respond and ~~proceeds~~the ~~from~~judge has ~~licensing,~~granted ~~processing,~~the ~~service~~Company permission to file the dismissal motion by September 2, ~~and~~2014. ~~management~~The ~~fees~~Company is not currently able to uspredict the probability of a favorable or unfavorable outcome, asor ~~well~~the asamount ~~up-front~~of ~~territorial~~any ~~licensing~~possible ~~fees~~loss in the event of an unfavorable outcome. Consequently, no material provision or liability has been recorded for such allegations and ~~additional~~claims ~~equity~~as ~~based~~of ~~financings~~June 30, 2014. However, management is confident in its defenses to ~~maintain~~such ~~our~~allegations ~~operations~~and claims.

~~Based~~On onMarch ~~our~~13, ~~current~~2014, ~~cash~~Steven ~~and~~A. ~~cash~~Victor (“Dr. ~~equivalents~~Victor”), ~~levels~~Intellicell ~~and~~Biosciences, ~~expected~~Inc., ~~cash~~a ~~flow~~Nevada ~~from operations~~corporation, weIntellicell ~~believe~~Biosciences ~~our~~Inc., ~~current~~a ~~cash~~New ~~position~~York iscorporation, and ~~not~~Regen ~~sufficient~~Medical toP.C., ~~fund~~a ~~our~~New ~~cash~~York ~~requirements~~corporation ~~during~~filed ~~the~~a ~~next~~complaint ~~twelve~~against ~~months~~Jonathan Schwartz (“Schwarz”), ~~including~~Joseph ~~operations~~P. Salvani (“Salvani”) and ~~capital~~Douglas ~~expenditures~~R. WeDollinger ~~intend~~(“Dollinger”), toin ~~license~~the ~~our~~Supreme ~~proprietary~~Court ~~technology~~of ~~and~~the ~~services~~State orof ~~obtain~~New ~~equity~~York, ~~and/or~~County of ~~debt~~New ~~financing~~York. toSchwartz ~~support~~and ~~our~~Salvani, ~~current~~both ~~and~~shareholders ~~proposed~~of ~~operations~~the ~~and~~Company, ~~capital~~are ~~expenditures.~~represented Weby ~~cannot~~Dollinger ~~assure~~in ~~that~~his ~~continued~~capacity ~~funding~~as ~~will~~legal ~~be available~~counsel. Pursuant ~~There~~to ~~can~~the becomplaint, nothe ~~assurance,~~plaintiffs’ ~~however,~~first ~~that~~cause ~~any~~of ~~such~~action ~~opportunities~~alleges ~~may~~that ~~arise,~~the ordefendants ~~that~~conspired ~~any~~together ~~such~~and ~~acquisitions~~acted in ~~may~~concert, beto ~~consummated~~defame Dr. ~~Additional~~Victor ~~financing~~and ~~may~~the ~~not~~Company bein ~~available~~an oneffort ~~satisfactory~~to ~~terms~~take ~~when~~control ~~required.~~of To the ~~extent~~Company ~~that~~and weto ~~raise~~reap ~~additional~~large ~~funds~~profits by ~~issuing~~dumping their ~~equity~~shares ~~securities~~thereafter. Furthermore, ~~our~~the ~~stockholders~~plaintiffs’ ~~may~~second ~~experience~~cause ~~significant~~of ~~dilution.~~action Wealleges ~~currently~~that ~~have~~Salvani nomade ~~firm~~false ~~commitments~~statements ~~for~~to a ~~any~~potential ~~additional~~investor, ~~capital~~resulting in damages amounting to $250,000. ~~There~~The isplaintiffs noseek ~~guarantee~~compensatory ~~that~~damages, wetogether ~~will~~with bepunitive damages ~~successful~~and interest in ~~raising~~connection with the ~~funds~~first ~~required.~~cause Ifof ~~additional~~action, ~~financing~~and iscompensatory ~~not~~damages ~~available~~in orthe isamount ~~not~~of ~~available~~$250,000, ontogether with ~~acceptable~~punitive ~~terms~~damages and interest, wein ~~will~~connection ~~have~~with tothe ~~curtail~~second ~~our~~cause ~~operations~~of action.

~~Net~~In ~~cash~~February ~~used~~2014, John Cade and two other lenders to Intellicell’s predecessor entities filed suit, in ~~operating~~the ~~activities~~Second Judicial District Court of the State of Nevada, Washoe County, for non-payment of certain promissory notes owed by predecessor company, Media Exchange Group. Company Counsel has retained separate counsel in Nevada to handle this matter.

~~Net~~In ~~cash~~July ~~used~~2014, ina ~~operating~~former ~~activities~~Intellicell employee ~~was~~sued ~~$440,126~~the ~~and $556~~Company,~~952~~ ~~for~~Dr. ~~the~~Steven ~~nine~~Victor, ~~months~~Anna ~~ended~~Rhodes, ~~September~~Leonard 30Mazur, ~~2013~~ and ~~2012,~~the ~~respectively.~~City ~~Cash~~of ~~was~~New ~~used~~York, ~~primarily~~for, toamong ~~fund~~other ~~our~~things, ~~operating~~false arrest, ~~losses~~abuse ~~net~~ of ~~non-cash~~process, ~~expenditures~~malicious ~~such as stock compensation for services~~prosecution, ~~loss~~intentional onand ~~the~~negligent ~~conversion~~infliction of ~~accounts~~emotional ~~payable~~distress, ~~to common stock~~ and ~~changes~~non-payment ~~in the fair value~~ of salary. ~~our~~The ~~derivative~~Company ~~liabilities~~appeared ~~which was offset by an increase~~ in ~~our~~the ~~accounts payable of $2~~action,~~122,335~~ and ~~$1,250,664,~~filed an ~~increase~~Answer inwith ~~deferred~~a ~~income~~Cross-Claim, ~~related~~on tobehalf ~~our license agreements~~ of $0the ~~and~~Intellicell ~~$720,000~~ and anthe ~~increase in accrued liabilities~~other defendants, ~~related~~on ~~party~~August ~~of $341~~4,~~250~~ ~~and~~2014. ~~$258,715,~~The ~~primarily~~New ~~related~~York toDistrict ~~working~~Attorney ~~capital~~has ~~advances~~sought ~~and~~permission ~~accrued~~to ~~salary~~move ~~payable~~ for ~~the nine months ended September 30, 2013 and 2012, respectively~~dismissal.

~~Net cash used in investing activities~~41

Net cash used in investing activities was $51,219 and $2,498,065 for the nine months ended September 30, 2013 and 2012, respectively, consisting of $2,885 and $85,514 for the purchase of lab equipment, $0 and $751,284 for the purchase of computer equipment, $4,271 and $433,157 for the purchase of furniture and fixtures and $272,000 and $1,190,483 for Construction-in-progress costs for the lease build-out in our new corporate and operations facility, respectively19. ~~The~~Subsequent ~~lease for the facility is to Dr. Steven Victor, our chief executive officer and will provide facilities for both our operations as well as that of Dr. Victor’s medical practice.~~Events

35The Company has evaluated its subsequent events through October 5, 2014, the date the condensed consolidated financial statements were available to be issued. Except as disclosed below, there were no additional significant subsequent events requiring disclosure.

~~Table~~In July 2014, Convertible Debenture and Note Holders converted $115,715 of ~~Contents~~principal into 167,228,569 shares of its Company’s common stock.

~~Net~~In ~~cash~~August ~~provided~~2014, byConvertible ~~financing~~Debenture and ~~activities~~Note Holders converted $108,917 of principal into 159,817,308 shares of its Company’s common stock.

~~Net~~On ~~cash~~July ~~provided by financing activities was $481~~3,~~186~~ ~~and $2~~2014,~~944,823~~ ~~for~~ the ~~nine months ended September 30, 2013 and 2012, respectively. In the nine months ended September 30, 2013, the~~ Company ~~received proceeds of $425~~issued 53,~~000 from note payables~~568, and proceeds of $56,186 from related party advances. In the nine months ending September 30, 2012, the Company received $230,000 of net proceeds from our Series D preferred stock offering, $2,044,250 of net proceeds from our private placement offering, proceeds of $200,167 from note payables, and $387,400, ~~net~~shares ofto ~~fees,~~Iron ~~for~~Ridge aGlobal ~~convertible~~IV ~~promissory~~LTD ~~note. Additionally, the Company repaid advances to related parties~~ in ~~the~~final ~~amount~~settlement of ~~approximately $37,159, and had a bank overdraft of $45,847.~~all

~~Intellicell~~outstanding ~~Convertible~~claims ~~Promissory~~under ~~Notes~~the TCA/Iron Ridge convertible promissory note.

InThe ~~accordance~~Company ~~with~~executed ~~the~~a ~~provisions~~financial ofconsulting agreement ~~the~~with ~~Intellicell~~Highland ~~Notes,~~Capital wein ~~notified~~January ~~the~~2014. ~~holders~~In ~~of their right to have~~ the ~~Intellicell~~two ~~Notes~~months ~~repaid~~ended ~~upon~~August ~~completion of our recent equity financing (pursuant to which we received aggregate gross proceeds of $2~~31,~~627,549,~~ ~~which consisted of $2~~2014,~~100,000~~ ofHighland ~~cash~~earned ~~and~~fees ~~the exchange and cancelation~~ of ~~a promissory note (bearing principal and interest totaling~~ $~~527~~258,~~549) and a warrant, or to convert their Intellicell Notes into shares of our common stock~~700. AsThese fees ofwill ~~the~~be ~~date~~payable ~~of this Annual Report on Form 10-Q, holders of Intellicell Notes~~ in ~~the principal amount of $25~~51,740,000 ~~have converted their Intellicell Notes into~~ shares of ~~our~~ common stock. ~~On May 17, 2012, the holder~~ of ~~an aggregate of $500,000 principal amount of Intellicell Notes informed~~ the Company ~~that it is in default and demanded repayment under the Intellicell Notes~~. ~~Pursuant~~The toshares ~~the~~have ~~terms~~not ofyet ~~the~~been ~~Intellicell~~issued Notes, upon the occurrence, after the expiration of a cure period of fifteen (15) days with respect to monetary defaults, following the receipt by the Company of written notice from a holder of a default in the payment of any installment of principal or interest, or any part thereof, when due, a holder, at its election may accelerate the unpaid balance of the principal and all accrued interest due under this Note and declare the same payable at once without further notice or demand. Upon an event of default under the Intellicell Notes, the holders of the Intellicell Notes shall be entitled to, among other things (i) the principal amount of the Intellicell Notes along with any interest accrued but unpaid thereon and (ii) costs and expenses in connection with the collection and enforcement under the Intellicell Notes, including reasonable attorneys’ fees. As a result of the notice of default, as of ~~the~~September ~~date hereof~~25, ~~the Intellicell Notes in the aggregate principal amount of $1,360,000 are immediately due and payable~~ 2014. The Company is currently working with its investors on making arrangements to honor its obligations under the Intellicell Notes, however, there can be no assurance that any such arrangements will ever materialize or be permissible or sufficient to cover any or all of the obligations under the Intellicell Notes.

~~TCA Global MasterFund, L.P. Convertible Note~~42

OnItem ~~June 7, 2012, the Company issued the Convertible Promissory Note (the "Note") in favor of TCA Global Master Fund, L~~2.P. ("TCA") in exchange for gross proceeds of $500,000. The maturity date of the Convertible Note is June 7, 2013, and the Convertible Note bears interest at a rate of twelve percent (12%) per annum. The Convertible Note is convertible into shares of the CompanyManagement’s ~~common~~Discussion ~~stock,~~and ~~par~~Analysis ~~value $0.001 per share (the "Common Stock") at a price equal to ninety-five percent (95%)~~ of ~~the~~Financial ~~average~~Condition ofand ~~the~~Results ~~lowest daily volume weighted average price~~ of ~~the Common Stock during the five (5) trading days immediately prior to the date of conversion. The Convertible Note may be prepaid in whole or in part at the Company’s option without penalty.~~Operations

~~Committed~~Statement ~~Equity~~of ~~Facility~~Forward ~~Agreement~~Looking Information

On This ~~June~~quarterly 7,report ~~2012,~~on ~~the~~Form ~~Company~~10-Q ~~entered~~and ~~into~~other reports (collectively, the ~~Equity~~“Filings”) filed ~~Agreement~~by ~~with~~Intellicell ~~TCA~~Biosciences, Inc. ~~Pursuant~~(“Intellicell” toor the ~~terms~~“Company”) offrom time to time with the ~~Equity~~U.S. Securities ~~Agreement,~~and ~~for~~Exchange aCommission ~~period~~(the of“SEC”) ~~twenty~~contain or may contain forward-~~four~~looking ~~months~~statements ~~commencing~~and oninformation ~~the~~that are ~~effective~~based ~~date~~upon beliefs of, and information currently available to, the ~~Registration~~Company’s ~~Statement~~management (as ~~defined~~well ~~herein),~~as ~~TCA~~estimates ~~shall~~and ~~commit~~assumptions made toby ~~purchase~~Company’s upmanagement. Readers are cautioned not to $2place undue reliance on these forward-looking statements,~~000,000~~ which are only predictions and speak only as of the ~~Company’s~~date ~~common~~hereof. ~~stock~~When used in the Filings, ~~par~~the ~~value~~words ~~$0.001~~“anticipate,” ~~per~~“believe,” “estimate,” ~~share~~“expect,” ~~(the~~“future,” “~~Shares~~intend,”) “plan,” ~~pursuant~~or tothe ~~Advances~~negative of (these terms and similar expressions as ~~defined~~they ~~below),~~relate ~~covering~~to the ~~Registrable~~Company ~~Securities~~or ~~(as~~the ~~defined~~Company’s ~~below)~~management identify forward-looking statements. ~~The~~Such ~~purchase~~statements ~~price~~reflect the current view of the ~~Shares~~Company ~~under~~with ~~the~~respect ~~Equity~~to ~~Agreement~~future isevents ~~equal~~and are subject to ~~ninety-five~~risks, ~~percent~~uncertainties, assumptions, ~~(95%)~~and ofother factors, including the ~~lowest~~risks ~~daily~~contained ~~volume~~in ~~weighted~~the ~~average~~“Risk ~~price~~Factors” section of the Company’s Annual ~~common~~Report ~~stock~~on ~~during~~Form 10-K for the ~~five~~fiscal ~~(5)~~year ~~consecutive~~ended ~~trading~~December ~~days~~31, ~~after~~2013, filed with the ~~Company~~SEC ~~delivers~~on toMay ~~TCA~~12, an2014, ~~Advance~~relating ~~notice~~to inthe ~~writing~~Company’s industry, ~~requiring~~the ~~TCA~~Company’s tooperations ~~advance~~and ~~funds~~results ~~(an~~of ~~“Advance”)~~operations, toand any businesses that the Company, ~~subject~~may toacquire. ~~the~~Should ~~terms~~one or more of these risks or uncertainties materialize, or should the ~~Equity~~underlying ~~Agreement~~assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

~~The~~Although the ~~“Registrable~~Company ~~Securities”~~believes ~~include~~that ~~(i)~~ the ~~Shares;~~expectations ~~and~~reflected ~~(ii)~~in ~~any~~the ~~securities~~forward-looking ~~issued~~statements orare ~~issuable~~reasonable, ~~with~~the ~~respect~~Company tocannot ~~the~~guarantee future ~~Shares~~results, bylevels ~~way~~ of ~~exchange~~activity, ~~stock~~performance, ~~dividend~~ or ~~stock~~achievements. ~~split~~Except oras inrequired ~~connection~~by ~~with~~applicable alaw, ~~combination~~including the securities laws of ~~shares,~~the ~~recapitalization,~~United ~~merger~~States, ~~consolidation~~the orCompany ~~other~~does ~~reorganization~~not orintend ~~otherwise~~to update any of the forward-looking statements to conform these statements to actual results.

As Our financial ~~further~~statements ~~consideration~~are ~~for~~prepared ~~TCA~~in ~~entering~~accordance ~~into~~with ~~and~~accounting ~~structuring~~principles generally accepted in the ~~Equity~~United ~~Facility~~States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the ~~Company~~estimates, ~~paid~~judgments and ~~TCA~~assumptions aupon ~~fee~~which bywe ~~issuing~~rely are reasonable based upon information available to ~~TCA~~us at the time that ~~number~~these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of ~~shares~~assets and liabilities as of the ~~Company~~date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment ~~common~~in ~~stock~~its ~~that~~application. ~~equal~~There ~~$110,000~~are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

36 History

~~Table~~ We were incorporated in Nevada under the name AVL Systems International, Inc. on March 8, 1999. On March 9, 2000, we filed an amendment to our articles of ~~Contents~~incorporation to change our corporate name to I-Track, Inc. On March 21, 2003, we filed Articles of Exchange pursuant to which we acquired Strategic Communication Partners, Inc., and we filed an amendment to our articles of incorporation to change our corporate name to China Wireless Communications, Inc. On May 17, 2010, we filed an amendment to our articles of incorporation to change our corporate name to Media Exchange Group, Inc. On June 3, 2011, we completed the acquisition of Intellicell Biosciences, Inc., a New York corporation, pursuant to the terms of an Agreement and Plan of Merger dated April 27, 2011. Thereafter, on June 30, 2011, we completed the sale of all of our rights, title and interests to, and agreements relating to, our digital trading card business and platform as well as all other intangible assets of the business, pursuant to an asset purchase agreement with Consorteum Holdings, Inc. As a result of the transactions with Intellicell and Consorteum, we terminated our digital trading card business and platform and succeeded to the business operations and research efforts of Intellicell in the field of Regenerative medicine. On June 27, 2011, we filed articles of merger to change our corporate name to Intellicell Biosciences, Inc.

~~TCA~~Merger with ~~Default~~Intellicell ~~Notice~~Biosciences, Inc.

On ~~July~~April 1527, ~~2013~~2011, ~~while~~we ~~the~~entered ~~Company~~into ~~was finalizing~~ an ~~amendment~~Agreement and ~~waiver~~Plan toof ~~that~~Merger ~~certain~~with ~~Convertible~~Intellicell ~~Promissory~~which ~~Note~~was amended on June 3, 2011 (the “~~Note~~Merger Agreement”). ~~issued~~Under bythe terms of the ~~Company~~Merger inAgreement, ~~favor~~our wholly-owned subsidiary (“Merger Sub”) merged into Intellicell. The Merger Sub ceased to exist as a corporation and Intellicell continued as the surviving corporate entity. As a result of ~~TCA~~the ~~Global~~merger, ~~Credit~~Intellicell ~~Master~~shareholders ~~Fund~~acquired the majority of our outstanding common stock and all of our Series B preferred stock. The recapitalized Intellicell Biosciences, LPInc. (is hereafter referred to as “~~TCA~~Intellicell”) onor ~~June~~the 7“Company”. As consideration for the Merger, ~~2012~~the inholders of the ~~principal~~an ~~amount~~aggregate of 7,975,768 ~~$500~~shares of Intellicell’s common stock exchanged their shares of common stock for an aggregate of 15,~~000~~476,978 shares of the Company’s ~~was~~common ~~advised~~stock ~~that~~and ~~Ironridge~~Dr. ~~Global~~Steven IVVictor, ~~LTD~~the ~~(“Ironridge”)~~principal shareholder of Intellicell, ~~led~~exchanged byan ~~Mr.~~aggregate ~~John~~of 10,575,482 C.shares ~~Kirkland~~of Intellicell’s common stock for an aggregate of 20,521 ~~Esq~~shares of the Company ’s series B preferred stock. Each share of series B preferred stock is convertible into 1,000 ~~purportedly~~shares ~~purchased~~of the ~~Note~~Company’s ~~from~~common ~~TCA~~stock. ~~The~~In ~~Complaint~~addition, the ~~and~~holders ~~Motion~~of ~~alleged~~the ~~that~~series ~~Ironridge~~B preferred stock are entitled to notice of stockholders’ meetings and ~~TCA~~to ~~each~~vote ~~served~~as ~~the~~a ~~Company~~single class with athe ~~Notice~~holders of ~~Foreclosure~~the ~~and~~Common ~~Sale~~Stock on any matter submitted to the stockholders for a vote, ~~both~~and ~~claiming~~are entitled to the benumber of votes equal the ~~“Secured~~product ~~Party”~~of (a) the number of shares of Common Stock into which the ~~same~~series ~~assets~~B preferred stock is convertible into on the record date of the vote multiplied by (b) ten (10). The closing of the Merger took place on June 3, 2011 (the “Closing Date”).

On August 8, 2013, a Summons and Complaint (the “Complaint”) was filed along with a Motion for a Temporary Restraining Order (the “Motion”) before the Supreme Court of the State of New York, County of New York (the “ Court ”) under the caption Intellicell Biosciences, Inc. v Ironridge Global IV, LTD., and TCA Global Credit Master Fund, LP , Index No. 652800/13. The Motion sought to restrain the sale of the Company’s assets.43

~~Given~~In addition ~~that~~to ~~Ironridge~~the ~~and~~foregoing, ~~TCA~~in ~~asserted~~accordance ~~that~~with ~~they~~the ~~would~~Merger ~~sell~~Agreement, all outstanding convertible notes issued by Intellicell (the “Intellicell ~~secured~~Notes”) ~~assets~~and ofwarrants issued by Intellicell (the ~~Company~~“Intellicell atWarrants”) ~~auction~~entitle onthe ~~August~~holder to 12convert or exercise, ~~2013~~as the case may be, into and receive the ~~Motion~~same ~~sought~~number of shares of the Company common stock as the holder of Intellicell Notes and Warrants would have been entitled to ~~temporarily~~receive ~~restrain~~pursuant ~~both~~to ~~parties~~the ~~from~~Merger sohad ~~doing.~~such Onholder ~~August~~exercised ~~12,~~such ~~2013,~~Intellicell Notes ~~Justice~~and ~~Sherwood,~~Warrants ~~Justice~~in full immediately prior to the closing of the ~~Supreme~~Merger. ~~Court~~Thus, ~~New~~remaining ~~York~~are ~~County~~an aggregate of $0 of Intellicell Notes outstanding and warrants to purchase an aggregate of 3,071,342 ~~issued~~shares aof ~~written~~common ~~Order~~stock ~~granting~~of the ~~relief~~Company. ~~requested,~~We ~~thereby~~have ~~restraining~~not repaid any ~~sale~~ of ~~assets~~the (principal or accrued but unpaid interest that has become due and payable under the ~~“Temporary~~remaining ~~Restraining~~Intellicell ~~Order”)~~Notes. All amounts due under these convertible notes have been assigned and assumed by other qualified investors who have converted the notes into common stock of the company.

OnAs a ~~August~~result ~~26,~~of ~~2013, despite~~ the ~~Company’s best efforts to amicably resolve the dispute related to the Note~~Merger, aIntellicell ~~subsequent~~became ~~hearing~~our onwholly-owned ~~the Motion was held~~subsidiary, ~~at which time the Company voluntarily brought~~ with itIntellicell’s toformer ~~Court:~~shareholders ~~(i)~~ acquiring a ~~certified~~majority ~~check in the amount~~ of ~~$535,833 constituting payment of all principal and interest owed under~~ the ~~Note;~~outstanding ~~and (ii) a stock certificate constituting the facility fee~~ shares ~~owed~~of toour ~~the~~common Secured Party pursuant to that certain Equity Facility Agreement. Since TCA admitted in prior court filings that it has no remaining interest in the that certain Note and Equity Facility Agreement, both the check and the stock ~~certificate were tendered to Ironridge in open court~~, ~~and~~as ~~counsel~~well ~~for~~as ~~Ironridge~~all ~~confirmed~~of ~~receipt thereof to Justice Oing directly. The company's attorneys argued in court that with~~ the ~~exception~~shares of ~~possible~~our ~~attorney’s~~series ~~fees~~B ~~owed,~~preferred ~~the Company's obligations under the transaction documents have now been satisfied in full~~stock.

InDebt ~~addition,~~Conversions ~~the Court found Ironridge’s jurisdictional argument to be unavailing~~ and held that the case shall remain in New York and directed all parties to file submissions with the Court on September 10, 2013, indicating why any other monies are or are not owed under those certain transaction documents. Judge Oing further directed that the Temporary Restraining Order restraining the sale of the Company’s assets shall remain in place indefinitely until further order of the Court and that the auction shall not be rescheduled and that Ironridge shall not make, post or distribute any further advertisements, internet postings, blogs or otherwise in relation thereto. Finally, Judge Oing held that the balance of the $680,000 that was being held in escrow be immediately released.Settlements

~~The~~Prior to the consummation of the Merger, the Company ~~intends~~entered tointo ~~vigorously~~agreements ~~defend~~the ~~itself~~holders ~~against~~of ~~Ironridge~~an ~~and~~aggregate ~~Kirklands’s~~of ~~improper~~$1,619,606 ~~attempts~~of indebtedness to ~~seize~~the Company, comprised of accrued compensation in the amount of $1,201,551, promissory notes in the principal amount of $263,707 plus accrued interest of $9,398 less unamortized debt discounts of $83,264 and accrued expenses totaling $228,414 (the “Series C Debt”), which included $,1,201,551 of accrued compensation, $128,047 of notes payable held or made by affiliates of the Company’s, ~~assets~~pursuant to which such persons agreed to settle and compromise such Series C Debt in exchange for ~~not~~the ~~giving~~issuance of an aggregate of 12,123 shares of series C preferred stock. Each share of series C preferred stock shall be convertible into ~~Kirkland~~1,000 shares of the Company’s ~~improper~~common ~~threats~~stock. ~~and~~Certain ~~demands.~~holders ~~The~~of the Company’s ~~will~~series ~~take~~C ~~all~~preferred ~~legal~~stock ~~action~~have ~~necessary~~contractually agreed to ~~protect~~restrict their ability to convert the ~~interests~~series C preferred stock such that the number of shares of the Company ~~and~~common stock ~~its~~held ~~shareholders.~~by ~~The~~each ~~Company~~of isholder ~~also~~and ~~arranging~~its ~~for~~affiliates ~~all~~after ~~outstanding~~such ~~principal~~conversion ~~and~~shall ~~interest~~not ~~under~~exceed 4.99% of the ~~Note~~Company’s tothen beissued and ~~paid~~outstanding asshares ~~soon~~of ascommon ~~possible~~stock.

~~JJK~~Furthermore, ~~LLC~~prior ~~notes~~to ~~payable~~the consummation of the Merger, the Company entered into agreements with the holders of an aggregate of $250,000 of accrued compensation, pursuant to which such persons agreed to forgive all amounts owed to the Company.

OnAsset Purchase ~~May~~Agreement ~~29,~~with ~~2013~~Consorteum ~~and June 26~~Holdings, ~~2013, the company issued promissory notes in the amount of $50,000 and $75,000, respectively, for advances from JJK, LLC~~Inc. The terms of the note require repayment in 30 days and an annual interest rate of 10%. The notes are currently due and payable. As of September 30, 2013, the Company's notes payable amounted to $125,000.

37On June 6, 2011, we entered into an asset purchase agreement (the “Consorteum Purchase Agreement”) with Consorteum Holdings, Inc. (“Consorteum”) pursuant to which we agreed to sell, transfer and assign to Consorteum, and Consorteum has agreed to purchase from us, all of our rights, title and interests to, and agreements relating to, our digital trading card business and platform as well as all other intangible assets of the business in exchange for Consorteum assuming an aggregate principal amount of $1,864,152 of our indebtedness (the “Assumed Indebtedness”) in accordance with the terms of that certain assignment and assumption agreement executed on June 6, 2011. Such rights include, but are not limited to, our former name, phone number and listing, goodwill and other intangible assets (including its rights to any intellectual property or proprietary technology), as well as our rights under certain licensing agreements.

~~Table~~On June 6, 2011, we and Consorteum entered into an amendment agreement (the “Amendment Agreement”) to the Consorteum Purchase Agreement pursuant to which the parties agreed, among other things, that the obligations of ~~Contents~~the parties to consummate the transactions contemplated by the Purchase Agreement was subject to (i) the approval of the Board of Directors of each of the parties, and (ii) the completion of the assignment of the Assumed Liabilities (including receipt of all the necessary consents of the holders of all outstanding indebtedness of the Buyer).

~~Trends~~On June 30, 2011, we and Consorteum agreed to waive the requirement that the conditions precedent set forth in the Consorteum Purchase Agreement be satisfied on or before closing and each party agreed that as of the date of the Consorteum Purchase Agreement, Consorteum shall assume an aggregate of $1,477,052 of principal indebtedness from us plus accrued interest totaling $250,695 in accordance with the terms of the Consorteum Purchase Agreement. The foregoing included notes payable to certain of our former affiliates totaling $450,000. Notwithstanding the foregoing, Consorteum agreed to provide us with a guaranty, whereby Consorteum agreed to unconditionally and irrevocably guarantee to us the prompt and complete payment, as and when due and payable (whether at stated maturity or by required prepayment, acceleration, demand or otherwise), of the Assumed Indebtedness, including any Assumed Indebtedness which we had not received the necessary consent for as of the date of the waiver. As a result of the foregoing, the transactions contemplated by the Consorteum Purchase Agreement closed on June 30, 2011.

WeUpon ~~are~~completion ~~not~~of ~~aware~~the ofConsorteum ~~any~~Purchase ~~trends~~Agreement, ~~events~~the orCompany ~~uncertainties~~had ~~that~~notes ~~have~~payable totaling or$986,600 ~~are~~that ~~reasonably~~were ~~likely~~not toassumed ~~have~~in athe ~~material impact on our short-term or long-term liquidity~~agreement.

~~Inflation~~During the period ending June 30, 2012, $375,000 of the principal balance of the Consorteum Notes and accrued interest of $152,549 was converted to common stock and warrants as part of the February 2012 private placement.

WeFurthermore, ~~believe~~in ~~that~~the ~~inflation~~year ~~has~~ended ~~not~~December 31, ~~had~~2012, aanother ~~material~~$375,000 orof ~~significant~~the ~~impact~~principal onbalance ~~our~~of ~~revenue~~the orConsorteum ~~our~~Notes ~~results~~was ofconverted ~~operations~~to common stock and warrants.

~~Contractual~~As ~~Obligations~~of June 30, 2014 and December 31, 2013, the principal balance of the Consorteum Notes amounted to $236,600 and $236,600, and accrued interest amounted to $62,648 and $55,688, respectively. These Consorteum Notes are currently in default.

~~We do not have certain fixed contractual obligations and commitments that include future estimated payments.~~44

~~Critical Accounting Policies~~Corporate Structure

~~Fair~~ As a ~~Value~~result of ~~Financial~~the ~~Instruments~~foregoing transactions, we currently have a wholly-owned subsidiary, Intellicell Biosciences, Inc., a New York corporation, through which we engage in our principal business. We have also recently formed another wholly-owned subsidiary, ICBS Research, Inc., a New York corporation, for the purpose of engaging in clinical studies at prominent medical centers to obtain FDA approval for major clinical indications. In addition, our wholly-owned subsidiary, Intellicell Biosciences, Inc., a New York corporation, owns one hundred percent (100%) of the outstanding stock of Tech Stem Inc., a New York corporation.

~~GAAP~~Results ~~requires certain disclosures regarding the fair value~~ of financial instruments. The fair value of financial instruments is made as of a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.Operations

~~GAAP~~Three ~~defines~~Months ~~fair~~and ~~value~~Six asmonths ~~the~~Ended June ~~price~~30, ~~that~~2014 ~~would~~Compared ~~be received from selling an asset or paid~~ to ~~transfer~~Three aMonths ~~liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets~~ and ~~liabilities~~Six ~~required~~months orEnded ~~permitted~~June ~~to be recorded at fair value~~30, ~~the~~2013 ~~Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.~~

GAAP establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the degree of subjectivity that is necessary to estimate the fair value of a financial instrument. GAAP establishes three levels of inputs that may be used to measure fair value:Revenue

~~Level~~Revenue 1for –the ~~Level~~three 1months ~~applies~~and six months ended June 30, 2014 were $32,500 and $65,000 , as compared to ~~assets~~$0 orand ~~liabilities~~$0 for the three months and six months ended June 30, 2013, respectively. Revenues in 2014 were attributable to fees from 26 cases processed by Regen Medical in the Company’s New York City Tissue Processing Center which ~~there~~were ~~are~~100% ~~quoted~~related ~~prices~~party revenue. The rate per case to process the cells was $2,500. We intend to engage in ~~active~~a ~~markets~~multi-pronged ~~for~~approach ~~identical~~with ~~assets~~respect to the utilization and commercialization of our proprietary process that will involve entering into technology licensing agreements and related service agreements with physicians, physician practice groups, hospitals and ambulatory service centers located in the United States. We will also be seeking to enter into technology licensing agreements that cover a particular international territory or ~~liabilities~~country. In addition, we will also be seeking to establish “Centers of Excellence” in conjunction with physicians under an arrangement whereby we are appointed the exclusive managing agent for the professional corporation in exchange for the grant of a license to the professional corporation to utilize our proprietary process. Depending upon the arrangement involved, we will be collecting some combination of fees from licensing, processing, service, and management, as well as up-front territorial licensing fees.

~~Level~~License 2fees -will ~~Level~~generally 2be ~~applies~~payable upon tosigning ~~assets~~of ora ~~liabilities~~license ~~for~~agreement ~~which~~and ~~there~~will ~~are~~be ~~inputs~~recognized ~~other~~as ~~than~~revenue ~~quoted~~ratably ~~prices~~over ~~included within Level 1 that are observable for~~ the ~~asset~~appropriate orperiod ~~liability~~of ~~such~~time asto quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which ~~significant~~the revenue ~~inputs~~item ~~are observable or can be derived principally from, or corroborated by, observable market data~~relates.

~~Level~~Cost ~~3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement~~ of ~~the~~goods ~~fair~~sold ~~value~~and ofGross ~~the assets or liabilities.~~Margin

~~Revenue~~Cost ~~Recognition~~of goods sold were $2,926 and $7,545 for the three months and six months ended June 30, 2014 as compared to $0 and $0 for the three months and six months ended June 30, 2013 respectively. These costs were the cost of supplies for cases processed in our tissue processing center in New York.

~~The~~Gross ~~Company~~margins ~~licenses~~were ~~independent~~$29,574 ~~third~~and ~~parties~~$57,455 for ~~to use~~ the ~~Company’s~~three ~~technology~~months inand ~~order~~six tomonths ~~enable~~ended ~~them~~June ~~to establish tissue processing centers in major metropolitan markets~~30, as2014 ~~well~~ as ~~establishing~~compared ~~centers~~to it$0 ~~will~~and ~~operate.~~$0 ~~Each~~for ~~center will utilize~~ the ~~Company’s~~three ~~proprietary~~months ~~technology~~and insix ~~conjunction~~months ~~with~~ended aJune 30, ~~suite~~2013, of laboratory equipment selected by the Company that will enable the lab to process adipose tissue into stromal vascular fraction containing adipose stem cells using the Company’s technology and protocolsrespectively. In ~~certain~~the ~~centers~~future, the ~~Company~~cost ~~will maintain ownership~~ of ~~the~~goods ~~laboratory equipment and in other cases the laboratory equipment will be~~ sold toeffecting angross ~~independent~~margins ~~party. These license fees are payable upon signing of a license agreement and~~ will beinclude ~~recognized~~costs asfor ~~revenue ratably over~~ the ~~appropriate~~supplies ~~period of time~~ sold to ~~which~~licensees ~~the~~for ~~revenue item relates. As of September 30, 2012,~~ the ~~Company~~processing ~~had executed license agreements and received $1,160,000 in license fees for six centers which had not yet commenced operations and therefore recognition~~ of ~~such~~each ~~revenue~~tissue ~~was~~processing ~~deferred. Furthermore~~case, ~~the~~cost ~~Company has accrued $62,500~~ of ~~previously~~equipment ~~paid~~sold ~~license~~directly ~~fees~~ to belicensees, ~~returned~~and ~~to a licensee for~~ the ~~Company's~~direct ~~cancelation~~sales costs ofassociated ~~the~~with license ~~agreement~~fees received.

~~The~~Operating Company has also entered into agreements with independent sales representative organizations that will market the centers services to physicians in the geographic area. Fees for tissue processing cases from such physicians will be collected by the Company and recognized upon performance of the laboratory analysis. Sales of equipment by Tech Stem are recognized when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price to the customer is fixed or determinable and (iv) collection of the resulting accounts receivable is reasonably assured.expenses

~~Off~~Research ~~Balance~~and ~~Sheet~~development ~~Arrangements:~~expenses were $90,500 and $270,500 for three months and six months ended June 30,, 2014 as compared to $344,725 and $501,803 for the three months and six months ended June 30, 2013 , respectively. The principal component of research and development costs consists of services as the attending physician in patient cases, for lab technicians, and for nursing staff employed by Dr. Victor’s medical practice included as part of the ongoing research of our technologies and processes.

WeThe doCompany ~~not~~has ~~have~~decreased ~~any~~research ~~off-balance~~and development ~~sheet~~costs ~~arrangements~~in the current year periods. The principal component of research and development costs consists of fees payable to Regen Medical, ~~financings~~a medical practice owned by Dr. Steven Victor, orthe ~~other~~Company’s ~~relationships~~Chief ~~with~~Executive ~~unconsolidated~~Officer ~~entities~~and orprincipal ~~other~~shareholder. The ~~persons~~fees are for services as the attending physician in patient cases, ~~also~~for ~~known~~lab technicians, and for nursing staff employed by Dr. Victor’s medical practice included as ~~“special~~part ~~purpose~~of ~~entities”~~the ~~(SPEs)~~ongoing research of our technologies and processes. These fees totaled $90,500 and $270,500 for the three months and six months ended June 30, 2014, as compared to $227,500 and $277,000 for the three months and six months ended June 30, 2013, respectively. The fees payable to Regen Medical for these cases range from $5,000 to $15,000 per case.

~~New~~Sales ~~Accounting~~and ~~Pronouncements~~marketing expenses were $26,380 and $34,530 for the three months and six months ended June 30, 2014 as compared to $0 and $4,828 for the three months and six months ended June 30, 2013, respectively. Sales and marketing expenses consist of costs associated with the development of our brochure and informational materials, our website, an informational video and travel expenses to attend professional meetings, as well as commissions on sales. The company will look to increase expenditures for Sales and Marketing for the remainder of 2014, as cash flow allows.

~~No accounting standards or interpretations issued recently are expected to have a material impact on the Company's consolidated financial position, operations or cash flows.~~45

38General and administrative expenses were $811,613 and $1,792,851 for the three months and six months ended June 30, 2014, as compared to $547,473 and $1,263,119 for the three months and six months ended June 30, 2013 respectively. The following are the significant components of the general and administrative costs:

~~Table~~Salary ~~of Contents~~Expense

~~ITEM~~General 3and administrative is comprised of salary expenses of $140,335 and $336,613 for the three months and six months ended June 30, 2014 as compared to $188,618 and $434,698 for the three months and six months ended June 30, 2013, respectively. ~~QUANTITATIVE~~Included ~~AND~~in ~~QUALITATIVE~~the ~~DISCLOSURES~~salary ~~ABOUT~~expense ~~MARKET~~for ~~RISK~~each of the three months and six months ended June 30, 2014 was $68,750 and $137,500 paid to a significant shareholder as a result of this individual serving in the capacity of our Chief Executive Officer, as compared to $68,750 and $137,500 for the three months and six months ended June 30, 2013 In addition, the Company incurred administrative salary expense of $45,000 and $90,000 for the three months and six months ended June 30, 2014 and June 30, 2013, respectively, to the spouse of the Company’s Chief Executive Officer and majority shareholder.

WeRent ~~do not hold any derivative instruments~~ and dooffice ~~not~~administrative ~~engage in any hedging activities.~~expenses

~~ITEM~~Included 4.in ~~CONTROLS~~general ~~AND~~and ~~PROCEDURES~~administrative expenses are $104,755 and $215,350 of rent for the three months and six months ended June 30, 2014, as compared to $103,800 and $207,600 for the three months and six months ended June 30 2013, respectively. Rent is for the office space and Tissue Processing Lab located at 460 Park Avenue, NY, NY

~~(a)~~Professional ~~Evaluation of Disclosure Controls and Procedures~~fees

WeFor ~~carried out an evaluation, under~~ the ~~supervision~~three ~~and~~months ~~with the participation of our management, including our principal executive officer~~ and ~~principal~~six ~~financial~~months ended ~~officer,~~June ~~of the effectiveness of the design and operation of our disclosure controls and procedures~~30, as2014 ~~defined in Rules 13a-15(e) and 15d-15(e) under~~ the ~~Securities~~company ~~Exchange~~has ~~Act~~incurred ~~of 1934~~$245,957and ~~as amended (the ‘‘Exchange Act’’). Disclosure controls and procedures include~~$650,466 ~~without limitation, means controls and other procedures that are designed to ensure that information required to be disclosed by an issuer~~ in ~~the reports that it files or submits under the Exchange Act is (i) recorded~~legal, ~~processed~~accounting, ~~summarized~~ and ~~reported,~~professional ~~within~~fees ~~the~~primarily ~~time periods specified in~~ related the ~~Commission's~~FDA ~~rules~~compliance, public ~~and~~company ~~forms and (ii) accumulated and communicated to the issuer's management~~costs, ~~including its principal executive~~ and ~~principal~~Company ~~financial officers~~litigation, ~~or persons performing similar functions,~~ as ~~appropriate~~compared to ~~allow timely decisions regarding required disclosure. Based on this evaluation~~$165,233 ~~because of the Company’s limited resources~~ and ~~limited number of employees~~$397,088 ~~management~~for ~~concluded~~the ~~that~~three ~~our disclosure controls~~ months and ~~procedures~~six ~~were~~months ~~ineffective~~ended asJune ~~of September~~ 30, 2013.

Management has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.Depreciation

ToDepreciation ~~mitigate~~expense ~~the~~is ~~current~~included ~~limited~~in general ~~resources~~ and ~~limited~~administrative ~~employees,~~costs weand ~~rely~~amounted ~~heavily~~to on$104,442 ~~direct~~and ~~management~~$206,405 ~~oversight~~and ~~of transactions~~$96,901 ~~along~~and ~~with~~$181,453 for the ~~use~~three ofmonths ~~external legal~~ and ~~accounting~~six ~~professionals.~~months ended AsJune ~~we grow~~30, we2014 ~~expect~~and ~~to increase our number of employees~~2013, ~~which will enable us to implement adequate segregation of duties within the internal control framework~~respectively.

~~These~~Employee ~~control~~Stock ~~deficiencies~~Based could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or detected on a timely basisCompensation. During the Inthree ~~light~~months ~~of this material weakness, we performed additional analyses~~ and ~~procedures~~six inmonths ~~order to conclude that our consolidated financial statements for the quarter~~ ended ~~September~~June 30, ~~2013~~2014 ~~included~~and in2013, ~~this~~the ~~Quarterly~~Company ~~Report~~incurred onemployee ~~Form~~stock ~~10-Q~~based ~~were~~compensation ~~fairly~~expenses ~~stated~~of $342,135 inand ~~accordance~~$684,270 ~~with~~and US$342,135 ~~GAAP.~~and ~~Accordingly~~$702,495, ~~management believes that despite our material weaknesses~~respectively, ~~our consolidated financial statements~~ for ~~the~~incentive ~~quarter~~stock ~~ended~~options ~~September~~and ~~30,~~common ~~2013~~stock ~~are~~issued ~~fairly~~to ~~stated,~~employees. The incentive instock ~~all~~options ~~material~~were ~~respects,~~valued inusing ~~accordance~~the ~~with~~Black USScholes ~~GAAP~~method.

~~Limitations~~Non-Employee onStock ~~Effectiveness~~Based Compensation. During the three months and six months ended June 30, 2014 and 2013, non-employee stock based compensation of ~~Controls~~$0 and ~~Procedures~~$93,333 and $0 and $300,000 were incurred as non-cash charges, respectively. Non-employee stock based compensation is comprised of the following:

~~Our~~· ~~management,~~During ~~including~~the ~~our~~six ~~principal~~months ~~executive~~ended ~~officer~~June ~~and principal financial officer~~30, ~~does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. Further~~2014, the ~~design~~Company ofissued a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems134,666,665 noshares ~~evaluation~~ of ~~controls~~common ~~can~~stock ~~provide~~shares ~~absolute~~for ~~assurance~~medical ~~that~~advisory ~~all control issues~~ and ~~instances~~professional ofservices ~~fraud,~~valued ifat ~~any~~$184,366 ~~within~~compared ~~the~~to ~~Company have been detected. These inherent limitations include~~2,000,000 ~~but~~shares ~~are not limited to~~issued, ~~the~~valued ~~realities~~at ~~that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally~~$300,000 ~~controls~~during ~~can be circumvented by~~ the ~~individual~~six ~~acts~~months ofended ~~some~~June ~~persons~~30, ~~by collusion of two or more people, or by management override of the control~~2013. The ~~design~~shares offor ~~any~~stock ~~system of controls also is~~ based incompensation ~~part~~for ~~upon certain assumptions about~~ the ~~likelihood~~$195,333 ofwere ~~future~~issued ~~events and there can be no assurance that any design will succeed~~ in ~~achieving~~May, ~~its stated goals under all potential future conditions~~2014. ~~Over~~However, ~~time~~$102,000 ~~controls may become inadequate because~~ of ~~changes~~the ~~in conditions~~$195,333 orvalue ~~the~~was ~~degree~~previously ofaccrued ~~compliance~~as ~~with~~of ~~the~~December ~~policies~~31, or2013, ~~procedures~~prior ~~may~~to ~~deteriorate.~~issuance ~~Because~~ of the ~~inherent~~shares ~~limitations~~ in ~~a cost-effective control system~~May, ~~misstatements due to error or fraud may occur and not be detected~~2014.

~~(b) Changes in Internal Controls~~46

~~There~~Changes ~~were no changes~~ in ~~our~~Fair ~~internal~~Value ~~control~~of over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Derivative Liability

39The Company has issued various instruments which are accounted for as derivative liabilities and are valued at fair value at the date of issuance and at each balance sheet date. The change in value of these instruments is recorded as a charge (or as income). During the three months ended June 30, 2014, the company recorded an income of $5,342,086 and during the six months ended June 30, 2014 the company recorded an income of $13,818,141, respectively, relating to the change in value of all its derivative liabilities. During the three months and six months ended June 30, 2013, the company recorded an income of $249,565 and $904,563, respectively, relating to the change in value of all its derivative liabilities.

~~Table~~The Company accounted for the conversion features underlying the convertible debentures and issued in accordance with GAAP, as the conversion feature embedded in the convertible debentures could result in the debentures being converted to a variable number of ~~Contents~~the Company’s common shares. The Company determined the value of the derivate conversion features of these debentures at the relevant commitment dates utilizing a Black-Scholes valuation model.

~~PART~~The IICompany accounted for the detachable warrants included with the convertible debentures as liabilities in accordance with GAAP, as the warrants are subject to anti-dilution protection and could result in them being converted to a variable number of the Company’s common shares. The Company determined the value of the derivate feature of the warrants at the relevant commitment dates utilizing a Black-Scholes valuation model.

~~ITEM~~Derivative 1instruments consist of common stock warrants, and certain instruments embedded in certain convertible debentures and promissory notes which meet the criteria for bifurcation from their host contract. ~~LEGAL~~These ~~PROCEEDINGS~~derivative instruments are recorded in the balance sheets at fair value as liabilities. Changes in fair value are recognized in earnings in the period of change.

~~From~~If ~~time to time,~~ the Company ~~may~~were ~~become~~required ~~involved~~to settle inits ~~various~~outstanding ~~lawsuits~~warrants and ~~legal~~convertible ~~proceedings~~debt as of June 30, ~~which~~2014, ~~arise~~we inwould be required to issue 18,222,083,127 common shares for the ~~ordinary~~settlement ~~course~~of warrants and 3,297,639,134 for the settlement of ~~business~~outstanding convertible debt. ~~However,~~The Company ~~litigation~~determined isthat ~~subject~~the tosettlement ~~inherent~~of ~~uncertainties~~these outstanding financial instruments would exceed our authorized shares of 3,500,000,000 ~~and~~at anJune ~~adverse~~30, ~~result~~2014 inby ~~these~~18,019,722,261. orPursuant ~~other~~to ~~matters~~FASB ~~may~~ASC ~~arise~~815-40, ~~from~~the ~~time~~Company would be required to ~~time~~reclassify these ~~that~~contracts ~~may~~from ~~harm~~equity ~~its~~to ~~business~~liabilities. ~~Other~~As ~~than~~permitted asby ~~stated~~FASB ~~below~~ASC 815-40, the Company’s ispolicy ~~currently~~with ~~not~~regard ~~aware~~to settling ofoutstanding ~~any~~financial ~~such~~instruments ~~legal~~is ~~proceedings~~to orsettle ~~claims~~those ~~that~~with ~~they~~the ~~believe~~earliest ~~will~~inception ~~have,~~date ~~individually~~first orwhich inessentially sets the ~~aggregate,~~order of preference for settling the financial instruments. As a ~~material~~result ~~adverse~~of ~~affect~~the onCompany’s ~~its~~policy ~~business,~~settlement it was determined that reclassification of financial ~~condition~~instruments orinitially ~~operating~~recorded ~~results~~in equity was not required.

~~Ironridge~~As ~~Litigation~~disclosed in Note 2 of the financial statements, prior to the filing of our Form 10-Q for the quarter ended June 30, 2014, the Company identified errors in accounting for application of fair value assessment for transactions involving derivative obligations, including derivative valuation at inception, conversion, assignment and period end. The Company also detected errors in the recording of debt discounts. The Company has assessed the impact of the accounting errors on its 3rd quarter 2013 financial statements, year-end December 31, 2013 financial statements and 1st quarter 2014 financial statements, and concluded that, although there was no impact on the Company’s cash position, the effect on its financial statements was material.

AsIncome ~~previously reported, on July 15, 2013, while the Company was finalizing an amendment and waiver to that certain Convertible Promissory Note~~ (~~the “Note”~~Loss) ~~issued~~before byincome tax the Company in favor of TCA Global Credit Master Fund, LP (“TCA”) on June 7, 2012 in the principal amount of $500,000, the Company was advised that Ironridge Global IV, LTD (“Ironridge”), led by Mr. John C. Kirkland, Esq., purportedly purchased the Note from TCA. The Complaint and ~~Motion~~Net ~~alleged that Ironridge and TCA each served the Company with a Notice of Foreclosure and Sale, both claiming to be the “Secured Party” of the same assets.~~Loss

~~Given~~Income ~~that~~before ~~Ironridge~~income ~~and~~tax ~~TCA~~for ~~asserted~~the three ~~that~~months ~~they~~ended ~~would~~June ~~sell~~30, 2014 was $2,706,055, as compared to a loss before income tax of $3,916,075 for the ~~secured~~three ~~assets~~months ended June 30, 2013. Loss before income tax for the six months ended June 30, 2014 was $7,534,281 as compared to a loss of $4,974,535 for the ~~Company~~six atmonths ~~auction~~ended onJune ~~August~~30, 122013. The income for the three months ended June 30, 2014 includes income of $5,342,086 for the non-cash change in fair value of derivative liabilities, as compared to income of $249,565 for the three months ended June 30, 2013. For the Six Months Ended June 30, 2014, the ~~Motion~~loss ~~sought~~before income tax includes income of $13,818,141 for the non-cash change in fair value of derivative liabilities, as compared to ~~temporarily~~income ~~restrain~~of ~~both~~$904,563 ~~parties~~for ~~from~~the sosix ~~doing~~months ended June 30, 2013. OnThe ~~August~~income 12before income tax includes a charge of $1,334,460 for the three months ended June 30, 2014 for financing Costs, as compared to a charge of $37,100 for the three months ended June 30, 2013. The loss before income tax includes a charge of $18,454,450 ~~Justice~~for ~~Sherwood~~the six months ended June 30, ~~Justice~~2014 for financing Costs, as compared to a charge of $167,750 for the ~~Supreme~~six ~~Court~~months ended June 30, ~~New~~2013. ~~York~~Income ~~County~~before income tax for the three months ended June 30, ~~issued~~2014 includes non-cash income for gain on conversion of Debt to Equity in the amount of $32,929, as compared to a ~~written~~charge ~~Order~~of ~~granting~~$2,845,458 for the ~~relief~~three ~~requested~~months ended June 30, ~~thereby~~2013. ~~restraining~~Loss ~~any~~before ~~sale~~income tax for the six months ended June 30, 2014 includes non-cash income for gain on conversion of ~~assets~~Debt (to Equity in the ~~“Temporary~~amount ~~Restraining~~of ~~Order”~~$432,691, as compared to a charge of $2,845,458 for the six months ended June 30, 2013. Furthermore, income (loss) before income tax for the three months ended and six months ended June 30, 2014 included non-cash expense for Employee Stock Compensation of $342,135 and $684,270, respectively. Loss before income tax for the three months ended and six months ended June 30, 2013 included non-cash expense for Employee Stock Compensation of $342,135 and $702,495, respectively. As the company is still implementing its business strategy we anticipate that we will continue to have operating losses for the next several calendar quarters until such time as we have been able to establish a sufficient number of licensees generating licensing, processing, service, and management fees to us, as well as up-front territorial licensing fees, sufficient to cover our operating costs.

OnLiquidity August 26, 2013, despite the Company’s best efforts to amicably resolve the dispute related to the Note, a subsequent hearing on the Motion was held, at which time the Company voluntarily brought with it to Court: (i) a certified check in the amount of $535,833.33 constituting payment of all principal and ~~interest~~Capital owed under the Note; and (ii) a stock certificate constituting the facility fee shares owed to the Secured Party pursuant to that certain Equity Facility Agreement. Since TCA admitted in prior court filings that it has no remaining interest in the that certain Note and Equity Facility Agreement, both the check and the stock certificate were tendered to Ironridge in open court, and counsel for Ironridge confirmed receipt thereof to Justice Oing directly. The company's attorneys argued in court that, with the exception of possible attorney’s fees owed, the Company's obligations under the transaction documents have now been satisfied in full.Resources

InWe ~~addition,~~had ~~the~~a ~~Court~~working ~~found~~capital ~~Ironridge’s~~deficit ~~jurisdictional~~as of ~~argument~~June ~~to be unavailing and held that the case shall remain in New York and directed all parties to file submissions with the Court on September 10~~30, ~~2013,~~2014 ~~indicating why any other monies are or are not owed under those certain transaction documents. Judge Oing further directed that the Temporary Restraining Order restraining the sale~~ of ~~the Company’s assets shall remain in place indefinitely until further order of the Court and that the auction shall not be rescheduled and that Ironridge shall not make~~$15, ~~post or distribute any further advertisements~~319,535, ~~internet~~compared ~~postings,~~to ~~blogs~~a orworking ~~otherwise~~capital indeficit ~~relation~~at ~~thereto.~~December ~~Finally~~31, ~~Judge~~2013 ~~Oing held that the balance~~ of ~~the~~ $~~680~~15,~~000 that was being held in escrow be immediately released. A hearing was scheduled for October 29~~486, ~~2013~~015.

~~Hanover~~Our ~~Holdings~~cash ~~Litigation~~and cash equivalents as of June 30, 2014 was $321,404, compared to cash balances at December 31, 2013 of $0. We are in the early stages of the implementation of our business strategy and anticipate we will require additional cash to fund our operations for the next twelve months inclusive of costs associated with attracting, training and acquiring laboratory equipment for licensees, costs associated with the conducting of clinical research needed to establish and protect the therapeutic benefits of our technologies, costs associated with the development and marketing and promotional and educational materials relative to our services and costs associated with building out the infrastructure necessary to manage and control our business. In the near term, we plan to utilize our existing limited cash balances and proceeds from licensing, processing, service, and management fees to us, as well as up-front territorial licensing fees, and additional debt and equity based financings to maintain our operations.

OnBased ~~May~~on ~~21,~~our ~~2013,~~current ~~the~~cash ~~Supreme~~and ~~Court~~cash ofequivalents levels ~~the~~and ~~State~~expected ofcash ~~New~~flow ~~York,~~from ~~County of New York (the “Court”)~~operations, ~~entered~~we anbelieve ~~order~~our ~~(the~~current “cash ~~Order~~position ”)is ~~approving,~~not ~~among~~sufficient ~~other things, the fairness of the terms and conditions of an exchange pursuant~~ to ~~Section~~fund ~~3(a)(10)~~our ofcash ~~the~~requirements during ~~Securities Act of 1933, as amended (~~the “next ~~Securities~~twelve ~~Act ”)~~months, inincluding ~~accordance~~operations ~~with~~and acapital ~~stipulation~~expenditures. ofWe ~~settlement~~intend ~~(the~~to “license ~~Settlement~~our ~~Agreement~~proprietary ”)technology ~~between~~and services ~~Intellicell~~or ~~Biosciences,~~obtain ~~Inc.,~~equity aand/or ~~Nevada~~debt ~~corporation~~financing ~~(the~~to “support ~~Company~~our ~~”),~~current and ~~Hanover~~proposed ~~Holdings~~operations I,and ~~LLC,~~capital aexpenditures. ~~New~~We ~~York~~cannot assure ~~limited~~that ~~liability~~continued ~~company~~funding (“will ~~Hanover~~be ~~”),~~available. inAdditional ~~the~~financing ~~matter~~may ~~entitled~~not ~~Hanover~~be ~~Holdings~~available I,on ~~LLC~~satisfactory v.terms ~~Intellicell~~when ~~Biosciences, Inc~~required. To ~~, Case No. 651709/2013 (~~the “extent ~~Action~~that ~~”).~~we ~~Hanover~~raise ~~commenced~~additional ~~the~~funds ~~Action~~by ~~against~~issuing ~~the~~equity ~~Company on May 10~~securities, ~~2013~~our tostockholders ~~recover~~may anexperience ~~aggregate~~significant ~~of $706,765~~dilution.38 We currently ofhave ~~past-due~~no ~~accounts~~firm ~~payable~~commitments offor ~~the~~any ~~Company,~~additional ~~plus fees and costs (the “ Claim ”)~~capital. There ~~The~~is ~~Order~~no ~~provides~~guarantee ~~for~~that ~~the~~we ~~full~~will ~~and~~be ~~final~~successful ~~settlement~~in of raising the ~~Claim~~funds ~~and the Action~~required. ~~The~~If ~~Settlement~~additional ~~Agreement~~financing ~~became~~is ~~effective~~not ~~and~~available ~~binding~~or ~~upon~~is ~~the~~not ~~Company~~available ~~and Hanover upon execution of the Order by the Court~~ on ~~May~~acceptable 21terms, ~~2013.~~we Onwill ~~May~~have ~~23, 2013, the Company issued and delivered~~ to ~~Hanover~~curtail ~~8,500,000 shares (the “ Initial Settlement Shares ”) of the Company’s common stock, $0~~our operations.~~001 par value (the “ Common Stock ”).~~

4048

~~Table~~Net ofcash ~~Contents~~used in operating activities

~~The~~Net ~~Settlement~~cash ~~Agreement~~used ~~provides~~in ~~that~~operating ~~the~~activities was ~~Initial~~$2,171,039 ~~Settlement~~and ~~Shares~~$525,675 will be subject to adjustment on the trading day immediately following the Calculation Period (as defined below) to reflect the intention of the parties that the total number of shares of Common Stock to be issued to Hanover pursuant to the Settlement Agreement be based upon a specified discount to the trading volume weighted average price (the “ VWAP ”) of the Common Stock for ~~a specified period of time subsequent to~~ the ~~Court’s~~six ~~entry~~months ofended ~~the~~June ~~Order. Specifically~~30, ~~the~~2014 ~~total~~and ~~number~~June of30, ~~shares~~2013, ofrespectively. ~~Common~~Cash ~~Stock~~was toused beprimarily ~~issued~~ to fund ~~Hanover~~our ~~pursuant~~operating tolosses ~~the~~exclusive ~~Settlement Agreement shall be equal to the sum~~ of: ~~(i) the quotient obtained by dividing (A) $706,765.38 by (B) 55% of the average of the lowest 10 VWAPs of the Common Stock over the 80~~non-~~consecutive~~cash ~~trading~~expenditures ~~day period immediately following the date of issuance of the Initial Settlement Shares (or~~ such ~~shorter~~as ~~trading-day~~stock ~~period~~compensation asfor ~~may~~services befinancing ~~determined~~costs, byamortization and ~~Hanover~~changes in ~~its sole discretion by delivery of written notice to~~ the ~~Company)~~fair ~~(the~~value ~~“ Calculation Period ”); (ii) the quotient obtained by dividing (A) the total dollar amount~~ of ~~legal~~our ~~fees~~derivative ~~and~~liabilities. ~~expenses~~For ~~incurred in connection with~~ the ~~Action,~~six ~~which~~months ~~shall~~ended ~~not~~June ~~exceed $57~~30,~~500~~ ~~(less $5~~2014,~~000~~ ~~heretofore~~operating ~~paid~~activities bywere impacted ~~the Company)~~ by ~~(B)~~an ~~the~~decrease ~~VWAP~~in ofaccounts ~~the~~payable ~~Common Stock over the Calculation Period;~~ and ~~(iii)~~accrued ~~the~~liabilities ~~quotient obtained by dividing (A) agent fees~~ of $35201,~~338.27 by (B) the VWAP of the Common Stock over the Calculation Period~~459, ~~rounded~~an upincrease toin ~~the~~accrued ~~nearest~~interest ~~whole share (the “ VWAP Shares ”). As a result, the Company ultimately may be required to issue to Hanover substantially more shares~~ of ~~Common Stock than the number of Initial Settlement Shares issued (subject to the limitations described below). The Settlement Agreement further provides that if~~$325,717, ~~at any time~~ and an ~~from~~increase ~~time~~in torelated ~~time~~party ~~during~~liability ~~the Calculation Period, Hanover reasonably believes that the total number~~ of ~~Settlement Shares previously issued to Hanover shall be less than the total number of VWAP Shares to be issued to Hanover or its designee in connection with the Settlement Agreement~~$73,640 ~~Hanover~~For ~~may, in its sole discretion, deliver one or more written notices to~~ the ~~Company,~~six atmonths ~~any~~ended ~~time~~June ~~and from time to time during the Calculation Period~~30, ~~requesting that a specified number of additional shares of Common Stock promptly be issued and delivered to Hanover or its designee (subject to the limitations described below)~~2013, ~~and~~operating ~~the~~activities ~~Company~~were ~~will~~impacted ~~upon~~by an ~~such~~increase ~~request~~in ~~reserve~~our ~~and~~accounts ~~issue~~payable ~~the number of additional shares of Common Stock requested to be so issued~~ and ~~delivered~~accrued inliabilities ~~the notice (all~~ of ~~such additional shares of Common Stock~~$825, ~~“ Additional Settlement Shares ”). At the end of the Calculation Period~~682, ~~(i)~~accrued ifinterest ~~the number~~ of ~~VWAP Shares exceeds the number of Initial Settlement Shares and Additional Settlement Shares issued~~$77, then the Company will issue to Hanover or its designee additional shares of Common Stock equal to the difference between the number of VWAP Shares and the number of Initial Settlement Shares and Additional Settlement Shares519, and ~~(ii)~~accrued ifliabilities ~~the number of VWAP Shares is less than the number of Initial Settlement Shares and Additional Settlement Shares issued, then Hanover or its designee will return~~ to related ~~the~~parties ~~Company for cancellation that number~~ of shares of Common Stock equal to the difference between the number of VWAP Shares and the number of Initial Settlement Shares and Additional Settlement Shares. Hanover may sell the shares of Common Stock issued to it or its designee in connection with the Settlement Agreement at any time without restriction$251, ~~even during the Calculation Period~~940.

~~Between~~Net ~~May~~cash ~~23,~~used ~~2013~~in ~~and~~investing ~~the date of this report, the Company issued and delivered to Hanover an aggregate of 68,766,171 Additional Settlement Shares pursuant to the terms of the Settlement Agreement approved by the Order.~~activities

~~Sherb~~Net ~~Litigation~~cash used in investing activities was $30,557 and $4,271 for the six months ended June 30, 2014 and June 30, 2013, respectively.

InNet ~~February~~cash ~~2013,~~provided ~~the~~by ~~Company~~financing was served with notice that on October 13, 2011, Sherb & Co. LLP (“Sherb”) filed a complaint (the “Sherb Complaint”) in the Supreme Court of the State of New York, County of New York, Index No. 11/111685, alleging, among other things, breach of contract, and debt owed against the Company, in connection with accounting and audit services performed from May 12, 2010 through May 31, 2011. Sherb is seeking, among other things, an amount not less than $88,508 plus interest.activities

~~Cragmont~~Net ~~Litigation~~cash provided by financing activities was $2,523,000 and $519,893 for the six months ended June 30, 2014 and June 30, 2013, respectively, consisting of $0 and $20,000 of net proceeds received from the sale of our common stock, and $2,617,000 and $225,000 of gross proceeds from our convertible debenture issuances, respectively. For the six months ended June 30, 2014, $94,000 was paid toward balances in notes payable.

On SIGNIFICANT ~~August~~LIQUIDITY 21, 2012, a complaint for damages was filed by Ethan Einwohner and Cragmont Capital, LLC (collectively, “Cragmont”) in the Supreme Court of the State of New York, County of New York, Index No. 652924/2012, alleging, among other things, quantum meruit, unjust enrichment, fraud and breach of contract related to alleged services performed by Cragmont on behalf of the Company. The parties entered into a stipulation whereby Craigmont withdrew and dismissed the claim for fraud. The complaint was amended to add Recurrent Capital LLC as a plaintiff. Cragmont is seeking, among other things, damages of at least $100,400 plus interest, costs and disbursements.EVENTS

The ~~results~~following offinancing ~~any~~events ~~litigation~~were transacted ~~are inherently uncertain and there can be no assurance that we will prevail~~ in the ~~litigation~~six ~~matter~~months ~~stated~~ended ~~above~~June or30, ~~otherwise~~2014. ~~We plan to pursue our claims and defenses vigorously and expect that the litigation matters discussed above will be protracted and costly.~~

41Sherb Note Payable

~~Table~~On January 6, 2014, the Company issued a promissory note to Sherb & Co. (the “Sherb Note”) in the amount of ~~Contents~~$115,785 for money owed for accounting services prior to the Reverse Merger of April 2011. The Sherb Note is due December 31, 2014 and has simple interest of 10% per annum. In April 2014, the Company was advised the note was assigned to May Davis Partners.

~~ITEM~~At ~~1A:~~June ~~RISK~~30, ~~FACTORS~~2014, the principal balance on the Sherb Note was $115,783 and accrued interest was $2,766.

~~There~~Kaplan ~~have~~Note ~~been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on September 16, 2013.~~Payable

~~ITEM~~On 1BMarch 5, 2014, the Company issued a promissory note to Jeffrey Kaplan (the “Kaplan Note”) in the amount of $30,000 for working capital advance. ~~UNRESOLVED~~The ~~STAFF~~Kaplan Note ~~COMMENTS~~was due on March 10, 2014 and has simple interest of 10% per annum.

~~Not~~At ~~applicable~~June 30, 2014 and December 31, 2013, the Company had a total of Notes Payable of $277,100 and $727,545, respectively.

~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.~~49

~~Unless~~YA otherwise noted, the issuances noted below are considered exempt from registration by reason of Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), provided, however, the issuance of any shares of common stock to Hanover Holdings is pursuant to the terms of a settlement agreement approved by a court order that is exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof, as an issuance of securities in exchange for bona fide outstanding claims, where the terms and conditions of such issuance are approved by a court after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear.Global

In ~~January~~March ~~2013~~of 2014, ~~the~~external ~~Company~~financing was ~~issued~~provided by YA Global. We received a gross total of $2~~,000,000~~.1 ~~shares~~million from YA Global through the issuance of ~~its~~a convertible debentures, and common stock ~~for~~warrants. The debentures bear interest at 7.5% per annum and mature on March 11, 2015. We paid cash fees to YA Global from the proceeds of the secured convertible debentures and warrants of $~~300~~125,000. We also paid $240,000 in cash fees to MD Global. After payment of ~~advisory~~these ~~services~~fees, the Company received net proceeds of $1,735,000.

InAt ~~February~~any ~~2013~~time, and at its sole option, YA Global can convert a portion or all amounts of principal and interest due and outstanding under the ~~Company~~YA ~~entered~~Global Debenture into ~~securities~~shares ~~purchase~~of ~~agreements,~~common ~~pursuant~~stock at a price equal to ~~which~~48.5% of the ~~Company~~average ~~sold~~of ~~66,666~~the ~~units,~~three ~~each~~lowest ~~unit~~prices ~~consisting~~per share of reported ~~two~~trades (2)not ~~shares~~on the same day) of the ~~Company’s~~common stock on the OTC Markets or on the exchange which the common stock is then listed as quoted by Bloomberg, ~~par~~LP ~~value~~during $0the 20 trading days preceding the conversion date.~~001~~ ~~per~~The ~~share~~conversion ~~(133,333~~feature ~~shares~~of the ~~issued)~~debentures have been bifurcated from the host contract and aaccounted ~~warrant~~for toseparately ~~purchase~~as a ~~share~~derivative. The bifurcation of the ~~common~~embedded ~~stock~~derivative ~~(66,666~~created ~~warrants~~a ~~issued)~~debt ~~for~~discount ~~aggregate~~which ~~gross~~reduced ~~proceeds~~the book value of the $202,100,000 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

InThrough ~~May~~June ~~2013~~30, ~~pursuant to the terms of the Settlement Agreement approved by the Order~~2014, onYA ~~May~~Global ~~23,~~has ~~2013,~~not ~~the~~converted ~~Company~~any ~~issued~~portion ~~and delivered to Hanover Holdings, Inc. 8,500,000 Settlement Shares~~ of the ~~Company’s~~debenture into common stock.

InAt June ~~2013~~30, ~~pursuant~~2014, toYA ~~the~~Global ~~terms~~had ofa ~~the~~principal balance ~~Settlement~~of ~~Agreement approved by the Order~~$2, ~~on May 23~~100,000 ~~2013, the Company issued~~ and ~~delivered~~accrued tointerest ~~Hanover~~of ~~Holdings~~$48, ~~Inc~~125. ~~9,850,000 Settlement Shares of the Company’s common stock.~~

InBurrington ~~July 2013~~Capital, ~~pursuant~~LLC to the terms of the Settlement Agreement approved by the Order, on May 23, 2013, the Company issued and delivered to Hanover Holdings, Inc. 21,316,171 Settlement Shares of the Company’s common stock.Convertible Debentures

On January 2, 2014 and on February 5, 2014, Burrington Capital, LLC (“Burrington”) was assigned and assumed a total of $200,000 from holders of the May 2011 offering. In ~~August~~addition, ~~2013~~on January 7, ~~pursuant~~2014 tothe Company issued a secure convertible debenture for $100,000 (combined, the “Burrington Debentures”). Under the terms of the ~~Settlement~~agreement, ~~Agreement~~Burrington ~~approved~~has bythe rights of first refusal for a period of eighteen months from the ~~Order,~~issuance of the debenture on ~~May~~any ~~23,~~issuance ~~2013,~~or sale of capital stock that the Company ~~issued~~issues to raise additional capital. The terms of the Burrington Debentures require repayment on the date of the note and ~~delivered~~bears toa ~~Hanover~~10% ~~Holdings,~~simple ~~Inc~~annual interest rate. ~~12,300,000 Settlement~~The Burrington ~~Shares~~ Debentures are convertible into shares of the Company’s common stock at a price equal to 48.5% of the average 3 lowest trades (not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $100,000 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

InFor ~~August~~the six ~~2013~~months ended June 30, 2014, ~~the~~$73,250 ~~Company~~of ~~issued~~the ~~Ironridge~~principal ~~Global~~balance IVand $13,050 ~~Ltd.~~of 4the Burrington Debentures was converted into 75,~~959~~437,~~613~~062 shares of common stock. asAt ~~payment~~June ~~for~~30, 2014, the Burrington Debentures had a ~~facility~~principal ~~fee~~balance ~~per~~totaling ~~their~~$100,000 ~~litigation~~and ~~settlement~~accrued interest of $14,903.

InDominion ~~September~~Capital 2013, pursuant to the terms of the Settlement Agreement approved by the Order, on May 23, 2013, the Company issued and delivered to Hanover Holdings, Inc. 6,800,000 Settlement Shares of the Company’s common stock.Debenture

InOn ~~October~~March ~~2013~~24, ~~pursuant~~2014, toIronridge Global sold the ~~terms~~TCA ofNote to Dominion Capital under the ~~Settlement~~security ~~Agreement~~settlement ~~approved~~agreement byexecuted between the ~~Order,~~Company onand ~~May~~Dominion 23Capital, and ~~2013,~~ the Company issued ~~and~~a ~~delivered~~convertible debenture to ~~Hanover~~Dominion ~~Holdings~~Capital in the amount of $746,092 ~~Inc~~(the “Dominion Debenture”). The 10$746,~~000~~092 principal balance included the original TCA Note of $500,000 ~~Settlement~~, ~~Shares of~~accrued ~~the~~interest ~~Company’s~~and ~~common~~pre-payment ~~stock~~penalties of $246,092.

~~Item~~The 3Dominion Capital Debenture matures on March 24, 2015 and accrues interest at an annual rate equal to 7.5%. ~~Defaults~~At ~~upon~~any ~~Senior~~time, ~~Securities~~and at its sole option, Dominion Capital can to convert a portion or all amounts of principal and interest due and outstanding under the Dominion Debenture into shares of common stock at a price equal to 48.5% of the average of the three lowest prices per share of reported trades (not on the same day) of the common stock on the OTC Markets or on the exchange which the common stock is then listed as quoted by Bloomberg, LP during the 20 trading days preceding the conversion date. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $746,092 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

~~There~~As ~~has been no default in payment~~ of ~~principal~~June 30, ~~interest~~2014, ~~sinking~~the orDominion ~~purchase~~Debenture had ~~fund~~a ~~installment,~~principal orbalance ~~any~~of ~~other material default~~$746,092, ~~with~~and ~~respect~~accrued tointerest ~~any indebtedness~~ of ~~the Company~~$15,077.

~~Item 4. Mine Safety Disclosure.~~50

~~Not~~Issuance ~~applicable.~~of Convertible Debentures – Vendor Services

~~Item~~In the quarter ended March 31, 2014, the Company issued a total of secured convertible debentures in the amount of $1,427,878 to 12 vendors that were owed fees for services rendered through December 31, 2013. Under the terms of the agreements, the debenture holders have the right of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the convertible debentures require repayment on December 31, 2014 and bear a 10% simple annual interest rate. The convertible debentures are convertible into shares of the Company’s common stock at a price equal to 48.5% of the average 3 lowest trades (not on the same day) of the Common Stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. ~~Other~~The ~~Information~~conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the debentures and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

~~There~~At isJune no30, ~~other~~2014, ~~information~~the ~~required~~balance todue beon the ~~disclosed~~vendor ~~under~~debentures ~~this~~was ~~item~~principal ~~which~~of ~~was~~$1,427,878 ~~not~~and ~~previously~~accrued ~~disclosed~~interest of $71,400.

~~Item~~Redwood 6.Management, ~~Exhibits.~~LLC Convertible Debentures

Exhibit No.		Description
31.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

On January 17, 2014 and on January 31, 2014, the Company issued secure convertible debentures to Redwood Management, LLC for $67,000 and $75,000, respectively (combined, the “Redwood Debentures”). Under the terms of the agreement, Redwood Management, LLC has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the Redwood Debentures require repayment on the date of the note and bears a 12% simple annual interest rate. The Redwood Debentures are convertible into shares of the Company’s common stock at a price equal to 5% of the lowest traded price (not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $75,000 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

101.INS		XBRL Instance 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*

At June 30, 2014, the Redwood Debentures had a principal balance totaling $142,000 and accrued interest of $7,189.

~~———————~~ MD Global Convertible Debentures

42On January 9, 2014 the Company issued a secure convertible debenture to MD Global for $50,000. Under the terms of the agreement, MD Global has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the MD Global Debentures require repayment on the date of the note and bears a 10% simple annual interest rate. The MD Global Debentures are convertible into shares of the Company’s common stock at a price equal to 48.5% of the average 3 lowest trades (not on the same day) of the common stock of the 180 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $50,000 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

~~Table~~At June 30, 2014, the MD Global Debentures had a principal balance totaling $50,000 and accrued interest of ~~Contents~~$2,403.

~~SIGNATURES~~May Davis Partners Convertible Debentures

InOn ~~accordance~~March ~~with~~5, ~~Section~~2014 13the orCompany 15issued a secure convertible debenture to May Davis Partners for $25,000 (dthe “May Davis Debenture”). ofUnder the ~~Exchange~~terms ~~Act~~of the agreement, May Davis Partners has the ~~registrant~~rights ~~caused~~of ~~this~~first ~~report~~refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to beraise ~~signed~~additional capital. The terms of the May Davis Debenture require repayment on ~~its~~the ~~behalf~~date of the note and bears a 10% simple annual interest rate. The May Davis Debenture are convertible into shares of the Company’s common stock at a price equal to 52% of the average 3 lowest trades (not on the same day) of the common stock of the 180 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the ~~undersigned~~debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $25,000 ~~thereunto~~debenture ~~duly~~and ~~authorized~~increases prospectively the amount of interest expense to be recognized over the life of the debenture.

	INTELLICELL BIOSCIENCES, INC.
Date: November 25, 2013	By:	/s/ Steven A. Victor
		Name: Steven A. Victor
		Title: Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

At June 30, 2014, the May Davis Debenture had a principal balance totaling $25,000 and accrued interest of $1,163.

43On January 1, 2014, the Company issued secured convertible debentures with 12 vendors for $1,427,878 to memorialize outstanding accounts payable. Under the terms of the agreements, the vendors havethe rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the convertible debenture require repayment on December 31, 2014 and bears a 10% simple annual interest rate. The convertible debenture is convertible into shares of the Company’s common stock at a price equal to 48.5% of the average 3 lowest trades (not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the debentures and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

At June 30, 2014, the vendor debentures had principal balances totaling $1,427,878 and accrued interest of $71,394.

Empire Equity Convertible Debentures

On February 5, 2014 the Company issued a secure convertible debenture to Empire Equity for $100,000 (the “Empire Debentures”). Under the terms of the agreement, Empire Equity has the rights of first refusal for a period of eighteen months from the issuance of the debenture on any issuance or sale of capital stock that the Company issues to raise additional capital. The terms of the Empire Debentures require repayment on the date of the note and bears a 10% simple annual interest rate. The Empire Debentures are convertible into shares of the Company’s common stock at a price equal to 52% of the average 3 lowest trades (not on the same day) of the common stock of the 20 trading days immediately preceding the conversion date as quoted by Bloomberg, LP.

During February 2014, $61,756 of the principal balance of the Empire Equity Debentures was converted into 28,966,229 shares of common stock. In June 2014, $38,244 of principal and $704 of accrued interest of the Empire Equity Debentures was converted into 34,045,455 shares of common stock. At June 30, 2014, the Empire Equity Debentures had a principal balance totaling $0 and accrued interest of $1,329. The conversion feature of the debentures have been bifurcated from the host contract and accounted for separately as a derivative. The bifurcation of the embedded derivative created a debt discount which reduced the book value of the $,100,000 debenture and increases prospectively the amount of interest expense to be recognized over the life of the debenture.

At June 30, 2014 and December 31, 2013, the Company had a total principal balance of convertible debentures of $5,100,398 and $840,900. All amounts are net of debt discounts recorded at issuance.

During the six months ended June 30, 2014, convertible debenture holders converted their debt into common stock.

	Debt Converted		Common Stock Shares Acquired
Hudson Street	$	210,900		240,949,354
Burrington		200,000		234,135,918
KesselBrenner		25,000		27,203,482
Liben		58,286		63,422,742
Brother		42,286		68,836,230
Touhy		10,000		10,881,392
Dominion Capital		145,465		85,166,666
May Davis Partner		20,000		9,157,509
Empire Equity		100,000		63,011,684
WHC		21,880		31,250,000
LG Capital		87,102		91,523,674
Kazlow		80,000		31,720,856
JMJ		7,200		7,500,000
Redwood		664,690		490,491,369
	$	1,672,809	$	1,455,250,876

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Contractual Obligation and Commitments

The following table is a summary of contractual cash obligations for the periods indicated that existed as of June 30, 2014, and is based on information appearing in the notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

	Less than 1 Year		1-2 Years		3-5 Years		More than 5 Years
Current Debt Obligations	$	7,572,877		-0-		-0-		-0-

Current Operating Lease Obligations	$	655,809		1,345,034		1,358,958		5,107,696

Total Obligations	$	8,238,432		1,345,034		1,358,958		5,107,696

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). Disclosure controls and procedures include, without limitation, means controls and other procedures that are designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and (ii) accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of June 30, 2014.

To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or detected on a timely basis. In light of this material weakness, we performed additional analyses and procedures in order to conclude that our consolidated financial statements for the quarter ended June 30, 2014 included in this Quarterly Report on Form 10-Q were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our consolidated financial statements for the quarter ended June 30, 2014 are fairly stated, in all material respects, in accordance with US GAAP.

Limitations on Effectiveness of Controls and Procedures

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

(b) Changes in Internal Controls

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. Other than as stated below, the Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

Ironridge Litigation

On August 8, 2013, a Summons and Complaint (the “Complaint”) was filed along with a Motion for a Temporary Restraining Order (the “Motion”) before the Supreme Court of the State of New York, County of New York (the “Court”) under the caption Intellicell Biosciences, Inc. v Ironridge Global IV, LTD., and TCA Global Credit Master Fund, LP, Index No. 652800/13. The Motion sought to restrain the sale of the Company’s assets.

As previously reported, on July 15, 2013, while the Company was finalizing an amendment and waiver to that certain Convertible Promissory Note (the “Note”) issued by the Company in favor of TCA Global Credit Master Fund, LP (“TCA”) on June 7, 2012 in the principal amount of $500,000, the Company was advised that Ironridge Global IV, LTD (“Ironridge”), led by Mr. John C. Kirkland, Esq., purportedly purchased the Note from TCA. The Complaint and Motion alleged that Ironridge and TCA each served the Company with a Notice of Foreclosure and Sale, both claiming to be the “Secured Party” of the same assets.

Given that Ironridge and TCA asserted that they would sell the secured assets of the Company at auction on August 12, 2013, the Motion sought to temporarily restrain both parties from so doing. On August 12, 2013, the Justice of the Supreme Court, New York County, issued a written Order granting the relief requested, thereby restraining any sale of assets (the “Temporary Restraining Order”).

On August 26, 2013, despite the Company’s best efforts to amicably resolve the dispute related to the Note, a subsequent hearing on the Motion was held, at which time the Company voluntarily brought with it to Court: (i) a certified check in the amount of $535,833.33 constituting payment of all principal and interest owed under the Note; and (ii) a stock certificate constituting the facility fee shares owed to the Secured Party pursuant to that certain Equity Facility Agreement. Since TCA admitted in prior court filings that it has no remaining interest in the that certain Note and Equity Facility Agreement, both the check and the stock certificate were tendered to Ironridge in open court, and counsel for Ironridge confirmed receipt thereof to the Justice directly. The company's attorneys argued in court that, with the exception of possible attorney’s fees owed, the Company's obligations under the transaction documents have now been satisfied in full.

In addition, the Court found Ironridge’s jurisdictional argument to be unavailing and held that the case shall remain in New York and directed all parties to file submissions with the Court on September 10, 2013, indicating why any other monies are or are not owed under those certain transaction documents. The Judge further directed that the Temporary Restraining Order restraining the sale of the Company’s assets shall remain in place indefinitely until further order of the Court and that the auction shall not be rescheduled and that Ironridge shall not make, post or distribute any further advertisements, internet postings, blogs or otherwise in relation thereto. Finally, the Judge held that the balance of the $680,000 that was being held in escrow be immediately released. A hearing was scheduled for October 29, 2013.

Hanover Holdings Litigation

On May 21, 2013, the Supreme Court of the State of New York, County of New York (the “Court”), entered an order (the “ Order ”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “ Securities Act ”), in accordance with a stipulation of settlement (the “ Settlement Agreement ”) between Intellicell Biosciences, Inc., a Nevada corporation (the “ Company ”), and Hanover Holdings I, LLC, a New York limited liability company (“ Hanover ”), in the matter entitled Hanover Holdings I, LLC v. Intellicell Biosciences, Inc. , Case No. 651709/2013 (the “ Action ”). Hanover commenced the Action against the Company on May 10, 2013 to recover an aggregate of $706,765.38 of past-due accounts payable of the Company, plus fees and costs (the “Claim”). The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Company and Hanover upon execution of the Order by the Court on May 21, 2013. On May 23, 2013, the Company issued and delivered to Hanover 8,500,000 shares (the “Initial Settlement Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”)

The Settlement Agreement provides that the Initial Settlement Shares will be subject to adjustment on the trading day immediately following the Calculation Period (as defined below) to reflect the intention of the parties that the total number of shares of Common Stock to be issued to Hanover pursuant to the Settlement Agreement be based upon a specified discount to the trading volume weighted average price (the “VWAP”) of the Common Stock for a specified period of time subsequent to the Court’s entry of the Order. Specifically, the total number of shares of Common Stock to be issued to Hanover pursuant to the Settlement Agreement shall be equal to the sum of: (i) the quotient obtained by dividing (A) $706,765.38 by (B) 55% of the average of the lowest 10 VWAPs of the Common Stock over the 80-consecutive trading day period immediately following the date of issuance of the Initial Settlement Shares (or such shorter trading-day period as may be determined by Hanover in its sole discretion by delivery of written notice to the Company) (the “ Calculation Period ”); (ii) the quotient obtained by dividing (A) the total dollar amount of legal fees and expenses incurred in connection with the Action, which shall not exceed $57,500 (less $5,000 heretofore paid by the Company) by (B) the VWAP of the Common Stock over the Calculation Period; and (iii) the quotient obtained by dividing (A) agent fees of $35,338.27 by (B) the VWAP of the Common Stock over the Calculation Period, rounded up to the nearest whole share (the “VWAP Shares”). As a result, the Company ultimately may be required to issue to Hanover substantially more shares of Common Stock than the number of Initial Settlement Shares issued (subject to the limitations described below). The Settlement Agreement further provides that if, at any time and from time to time during the Calculation Period, Hanover reasonably believes that the total number of Settlement Shares previously issued to Hanover shall be less than the total number of VWAP Shares to be issued to Hanover or its designee in connection with the Settlement Agreement, Hanover may, in its sole discretion, deliver one or more written notices to the Company, at any time and from time to time during the Calculation Period, requesting that a specified number of additional shares of Common Stock promptly be issued and delivered to Hanover or its designee (subject to the limitations described below), and the Company will upon such request reserve and issue the number of additional shares of Common Stock requested to be so issued and delivered in the notice (all of such additional shares of Common Stock, “Additional Settlement Shares”). At the end of the Calculation Period, (i) if the number of VWAP Shares exceeds the number of Initial Settlement Shares and Additional Settlement Shares issued, then the Company will issue to Hanover or its designee additional shares of Common Stock equal to the difference between the number of VWAP Shares and the number of Initial Settlement Shares and Additional Settlement Shares, and (ii) if the number of VWAP Shares is less than the number of Initial Settlement Shares and Additional Settlement Shares issued, then Hanover or its designee will return to the Company for cancellation that number of shares of Common Stock equal to the difference between the number of VWAP Shares and the number of Initial Settlement Shares and Additional Settlement Shares. Hanover may sell the shares of Common Stock issued to it or its designee in connection with the Settlement Agreement at any time without restriction, even during the Calculation Period.

Between May 23, 2013 and the date of this report, the Company issued and delivered to Hanover an aggregate of 68,766,171. Additional Settlement Shares pursuant to the terms of the Settlement Agreement approved by the Order.

Sherb Litigation

In February 2013, the Company was served with notice that on October 13, 2011, Sherb & Co. LLP (“Sherb”) filed a complaint (the “Sherb Complaint”) in the Supreme Court of the State of New York, County of New York, Index No. 11/111685, alleging, among other things, breach of contract, and debt owed against the Company, in connection with accounting and audit services performed from May 12, 2010 through May 31, 2011. Sherb is seeking, among other things, an amount not less than $88,508 plus interest.

Cragmont Litigation

On August 21, 2012, a complaint for damages was filed by Ethan Einwohner and Cragmont Capital, LLC (collectively, “Cragmont”) in the Supreme Court of the State of New York, County of New York, Index No. 652924/2012, alleging, among other things, quantum meruit, unjust enrichment, fraud and breach of contract related to alleged services performed by Cragmont on behalf of the Company. The parties entered into a stipulation whereby Craigmont withdrew and dismissed the claim for fraud. The complaint was amended to add Recurrent Capital LLC as a plaintiff. Cragmont is seeking, among other things, damages of at least $100,400 plus interest, costs and disbursements.

The results of any litigation are inherently uncertain and there can be no assurance that we will prevail in the litigation matter stated above or otherwise. We plan to pursue our claims and defenses vigorously and expect that the litigation matters discussed above will be protracted and costly.

Item 1A: Risk Factors

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on May 12, 2014.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unless otherwise noted, the issuances noted below are considered exempt from registration by reason of Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), provided, however, the issuance of any shares of common stock to Hanover Holdings is pursuant to the terms of a settlement agreement approved by a court order that is exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof, as an issuance of securities in exchange for bona fide outstanding claims, where the terms and conditions of such issuance are approved by a court after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear.

In January 2013, the Company issued 2,000,000 shares of its common stock for $300,000 of advisory services.

In February 2013, the Company entered into securities purchase agreements, pursuant to which the Company sold 66,666 units, each unit consisting of two (2) shares of the Company’s common stock, par value $0.001 per share (133,333 shares issued) and a warrant to purchase a share of common stock (66,666 warrants issued) for aggregate gross proceeds of $20,000.

In May 2013, pursuant to the terms of the Settlement Agreement approved by the Order, on May 23, 2013, the Company issued and delivered to Hanover Holdings, Inc. 8,500,000 Settlement Shares of the Company’s common stock.

In June 2013, pursuant to the terms of the Settlement Agreement approved by the Order, on May 23, 2013, the Company issued and delivered to Hanover Holdings, Inc. 9,850,000 Settlement Shares of the Company’s common stock.

In July 2013, pursuant to the terms of the Settlement Agreement approved by the Order, on May 23, 2013, the Company issued and delivered to Hanover Holdings, Inc. 21,316,171 Settlement Shares of the Company’s common stock.

In August 2013, pursuant to the terms of the Settlement Agreement approved by the Order, on May 23, 2013, the Company issued and delivered to Hanover Holdings, Inc. 12,300,000 Settlement Shares of the Company’s common stock.

In August 2013, the Company issued Ironridge Global IV, Ltd. 4,959,613 shares of common stock as payment for a facility fee per their litigation settlement.

In September 2013, pursuant to the terms of the Settlement Agreement approved by the Order, on May 23, 2013, the Company issued and delivered to Hanover Holdings, Inc. 6,800,000 Settlement Shares of the Company’s common stock.

In October 2013, pursuant to the terms of the Settlement Agreement approved by the Order, on May 23, 2013, the Company issued and delivered to Hanover Holdings, Inc. 10,000,000 Settlement Shares of the Company’s common stock.

Item 3. Defaults Upon Senior Securities.

There has been no default in payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

There is no other information required to be disclosed under this item which was not previously disclosed.

Item 6. Exhibits


Exhibit No.		Description

31.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*

31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*

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

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

101.INS		XBRL Instance 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**

———————

* File herewith

** Furnished herewith

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INTELLICELL BIOSCIENCES, INC.

Date: October 9, 2014	By:	/s/ Steven A. Victor
		Name: Steven A. Victor
		Title: Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

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