AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 2014

REGISTRATION NO. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DC D.C. 20549

FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AQUINO MILLING INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization 7189 (Primary Standard Industrial Classification Code Number 33-1222799 (I.R.S. Employer Identification Number) 10685-B Hazelhurst Dr. #13025, Houston, TX 77043, USA, Fax # (281)754-4941 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Aquino Milling Inc., c/o Delaware Intercorp, Inc., 113 Barksdale Professional Center, Newark, DE19711 Phone: (312)266-9367 Fax: (312)266-9940 (Name, address, including zip code, and telephone number, including area code, of agent of service) Copies of communications to: Law Offices of Jonathan D. Strum 5638 Utah Avenue NW Washington DC 20015 Ph: (202) 362-9027 Fax: (202) 362-9037 Email: jdstrum@jdstrumlaw.com From time to time after the effective date of this Registration Statement (Approximate date of commencement of proposed sale to the public)

IfREGISTRATION ~~any~~STATEMENT ofUNDER ~~the~~THE ~~securities~~SECURITIES ~~being~~ACT ~~registered~~OF ~~on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of~~ 1933 ~~check the following box: x~~

IfAV ~~this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act~~THERAPEUTICS, ~~please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering~~INC. ¨

~~If this Form is a post-effective amendment filed pursuant to Rule 462~~(c)Exact ~~under~~name ~~the Securities Act, check the following box and list the Securities Act registration statement number~~ of ~~the~~registrant ~~earlier~~as ~~effective~~specified ~~registration~~in ~~statement~~its ~~for the same offering. ¨~~charter)

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Delaware	2834	33-1222799
(State or jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

~~Indicate~~20 byEast ~~check~~68th ~~mark whether the registrant is a large accelerated filer~~Street, anSuite accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer," "accelerated filer,” and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check One):204

~~Large~~New ~~accelerated~~York, ~~filer~~NY ~~¨ Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company x~~10065

(917) 497-5523

(Address and telephone number of principal executive offices)

Abraham Mittelman

Chief Executive Officer

AV Therapeutics, Inc.

20 East 68th Street, Suite 204

New York, NY 10065

(917) 497-5523

(Name, address and telephone number of agent for service)

Copies to:

Darrin Ocasio, Esq.

Jeff Cahlon, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

(COVER CONTINUES ON FOLLOWING PAGE)

Table of Contents

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

o Large accelerated filer

o Accelerated filer

o Non-accelerated filer

x Smaller reporting company

CALCULATION OF REGISTRATION FEE

Title of Each Class Of Securities To Be Registered	Amount To Be Registered		Proposed Maximum Offering Price Per Share 1			Proposed Maximum Aggregate Offering Price 1			Amount of Registration Fee
Title of Class of Securities to be Registered	Amount To be Registered				Proposed Maximum Aggregate Price Per Share (2)			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common stock, $.0001 par value per share	500,000 shares		$	0.20		$	100,000		$	11.60
Common Stock, $0.0001 par value per share (1)		11,479,648		shares	$	0.15		$	1,721,947.20		$	221.78
Common Stock, $0.0001 par value per share (3)		3,362,500		shares	$	0.15		$	504,375		$	64.96
Total number of securities to be registered		14,842,148		shares				$	2,226,322.20		$	286.74

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a1) ofRepresents ~~the~~outstanding ~~Securities~~shares ~~Act~~ of ~~1933~~common orstock ~~until~~offered ~~the~~by ~~registration statement shall become effective on such date as~~ the ~~Securities~~selling ~~and Exchange Commission, acting pursuant to Section 8(a), may determine~~stockholders.

1.(2) Estimated solely for ~~purposed~~purposes of calculating the registration fee ~~under~~pursuant to Rule 457(ac) ~~and~~under ~~(o)~~the Securities Act of 1933, as amended, using the ~~Securities~~average ~~Act~~of the high and low prices as reported on the OTCQB on July 11, 2014.

2(3) Represents shares of common stock issuable upon exercise of outstanding warrants, offered by the selling stockholders.

The ~~information~~registrant ~~contained~~hereby inamends this ~~preliminary~~Registration ~~prospectus~~Statement ison ~~not~~such ~~complete~~date ~~and~~or dates as may be ~~changed.~~necessary ~~These~~to ~~securities~~delay ~~may~~its ~~not~~effective bedate ~~sold~~ until the ~~registration~~registrant ~~statement~~shall ~~filed~~file ~~with~~a ~~the~~further ~~Securities~~amendment ~~and~~which ~~Exchange~~specifically ~~Commission~~states isthat ~~effective.~~this ~~This~~Registration ~~preliminary~~Statement ~~prospectus~~shall isthereafter ~~not~~become aneffective ~~offer~~in toaccordance ~~sell~~with ~~these~~Section ~~securities~~8(a) ~~and~~of itthe isSecurities ~~not~~Act ~~soliciting~~of an1933 ~~offer~~or tountil ~~buy~~this ~~these~~Registration ~~securities~~Statement inshall ~~any~~become ~~jurisdiction~~effective ~~where~~on such date as the ~~offer~~Commission, oracting ~~sale~~pursuant isto ~~not~~said ~~permitted~~Section 8(a), may determine.

~~Subject~~Table toof ~~completion on December 29, 2011~~Contents

~~500,000~~The ~~SHARES~~information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities under this prospectus until the registration statement of which it is a part and filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

~~COMMON~~PRELIMINARY ~~STOCK~~PROSPECTUS, SUBJECT TO COMPLETION, DATED JULY 16, 2014

~~AQUINO~~AV ~~MILLING~~THERAPEUTICS, INC.

~~Aquino Milling Inc. is offering for sale a total of 500~~14,~~000 shares of its common stock at a fixed price of $0.20 per share (the “Offering”). There is no minimum number of shares that must be sold by us for the Offering to close~~842,148 ~~and~~Shares ~~we will retain the proceeds from the sale~~ of ~~any~~Common of the offered shares that are sold. The Offering is being conducted on a self-underwritten, best efforts basis, which means that our president and chief executive officer, Mr. Louie Aquino, will attempt to sell the shares. We have not engaged an underwriter. This prospectus will permit Mr. Aquino to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares that he may sell. Mr. Aquino intends to offer and sell the shares to friends, family members and business acquaintances. In offering the securities on our behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934 (the “Exchange Act”). His intended methods of communication include, without limitation, the telephone, the Internet, and personal contacts. For more information, see the section of this prospectus entitled "Plan of Distribution."Stock

~~The~~This ~~proceeds~~prospectus ~~from~~relates ~~the~~to ~~sale of~~ the ~~shares~~public inoffering ~~this~~of ~~Offering~~up ~~will be payable~~ to ~~our~~14,842,148 ~~lawyers~~shares ~~Attorney-Client~~of ~~Escrow~~common ~~Account.~~stock ~~All subscription funds will be held in a non-interest-bearing account pending the raising~~ of ~~50%~~AV ofTherapeutics, ~~this Offering~~Inc. ~~This~~by ~~Offering will be completed 180 days from~~ the ~~effective~~selling ~~date~~stockholders, ofincluding ~~this prospectus~~11,479,648 ~~unless~~outstanding ~~extended by our board of Directors for an additional 180 days. There is no minimum number of~~ shares ~~that must be sold. All subscription agreements~~ and ~~checks~~3,362,500 ~~for payment of~~ shares ~~are~~issuable ~~irrevocable.~~upon ~~For~~exercise ~~more information, see the section~~ of ~~this~~outstanding ~~prospectus entitled "Plan of Distribution~~warrants.~~" We may refer to ourselves in this prospectus as "AMI,” the “Company,” "we," or "us.”~~

~~There~~The isselling ~~currently~~stockholders nomay ~~public~~sell orcommon ~~established~~stock ~~market~~from ~~for~~time ~~our shares. Consequently, our shareholders will not be able~~ to ~~sell~~time ~~their shares~~ in ~~any~~the ~~organized~~principal market ~~place~~on ~~and~~which ~~may~~the bestock ~~limited~~is totraded ~~selling~~at ~~their~~the ~~shares~~prevailing ~~privately.~~market ~~Accordingly,~~price anor ~~investment~~ in ~~our~~negotiated ~~Company is an illiquid investment~~transactions.

~~THIS~~We ~~INVESTMENT~~will ~~INVOLVES~~not Areceive ~~HIGH~~any ~~DEGREE~~of OFthe ~~RISK.~~proceeds ~~YOU~~from ~~SHOULD~~the ~~PURCHASE~~sale ~~ONLY~~of IFcommon ~~YOU~~stock ~~CAN~~by ~~AFFORD~~the Aselling ~~COMPLETE~~stockholders. ~~LOSS~~We OFwill ~~YOUR~~pay ~~INVESTMENT~~the expenses of registering these shares.

~~SEE~~Investing ~~"RISK~~in ~~FACTORS"~~our ~~BEGINNING~~common ONstock ~~PAGE~~involves 5a high degree of risk. You should consider carefully the risk factors beginning on page 6 of this prospectus before purchasing any of the shares offered by this prospectus.

	Number of Shares		Offering Price		Underwriting Discounts & Commissions		Proceeds to the Company
Per Share		1	$	0.20	$	0.00	$	0.20
Total		500,000	$	100,000	$	0.00	$	100,000

Our common stock is quoted on the OTCQB and trades under the symbol “AVTH”. The last reported sale price of our common stock on the OTCQB on July 15, 2014, was $0.16 per share.

~~This~~We ~~prospectus~~may isamend ~~not~~or ansupplement ~~offer~~this toprospectus ~~sell~~from ~~these~~time ~~securities, and it is not soliciting an offer~~ to ~~buy~~time ~~these~~by ~~securities~~filing inamendments ~~any state where the offer~~ or ~~sale~~supplements isas ~~not permitted~~required. ~~Neither~~You ~~the~~should ~~Securities~~read ~~and~~the ~~Exchange~~entire ~~Commission~~prospectus ~~nor~~and any ~~state~~amendments ~~securities commission has approved~~ or ~~disapproved~~supplements ofcarefully ~~these~~before ~~securities~~you ormake ~~passed~~your ~~upon~~investment ~~the adequacy or accuracy of the prospectus~~decision. ~~Any representation to the contrary is a criminal offense.~~

~~The~~Neither ~~date~~the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is ~~______~~truthful ~~__,~~or ~~2012~~complete. Any representation to the contrary is a criminal offense.

3The date of this prospectus is_________, 2014.

~~PROSPECTUS~~Table ~~SUMMARY~~of Contents

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this prospectus which is a part of our registration statement involve risks and uncertainties, including statements as to:

· our future operating results;

· our business prospects;

· any contractual arrangements and relationships with third parties;

· the dependence of our future success on the general economy;

· any possible financings; and

· the adequacy of our cash resources and working capital.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe," “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this prospectus. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this prospectus, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

About Aquino Milling Inc.

Aquino Milling Inc. was incorporated under the laws of the State of Delaware on November 14, 2011. As of December 27, 2011, we had no employees, but our our founder and President, Louie Aquino provided unpaid services to the Company. During 2012, Mr. Aquino will devote at least 30 hours each week to us but he may increase the number of hours as necessary. Mr. Aquino provides farming assitance services to various other companies and individuals on a per-project basis.

The Company issued 1,000,000 shares of its common stock to its officers in exchange for payment of $18,000 or $0.018 per share. AMI is an early stage company (“development stage”) and has no financial resources beyond the capital injected into us by our officers. We have not established or attempted to establish a source of equity or debt financing. Our auditors indicated in their report on our financial statements (the “Report”) that “the Company has not established a source of revenue or financing, which raises substantial doubt about its ability to continue as a going concern.” Under the Exchange Act, a company like us is considered in its “development stage” if it is devoting substantially all of its efforts to establishing a new business and either of the following conditions exists: (1) planned principal operations have not begun; or (2) planned principal operations have begun, but no significant revenue has yet been generated.

We currently have a domain name and website which is www.aquinomilling.com. We also need to begin introductory marketing in order to attract rice farmers to use our rice milling facilities. If we succeed in raising funds to purchase rice milling equipment, of which there are no assurances, we anticipate that we could launch at least one milling facility within approximately one year. See “Business” for a more detailed description.

· We intend to build a rice milling factory in Gerona Tarlacin, the Philippines to service the local rice farmers. Rice will be cleaned, and de-husked from brown rice to produce white rice for local consumption. We anticipate that our principal sources of revenue will be from milling fee collected for milling rice for local farmers.

Our executive offices are located at Mauplas, Pinasling, Gerona, Tarlac, Philippines 2312, and our telephone number is 866-655-7690 .

This Offering

AMI is offering for sale a total of 500,000 shares of common stock at a fixed price of $0.20 per share. There is no minimum number of shares that must be sold by us for this Offering to close, and we will retain the proceeds from the sale of any of the offered shares that are sold. This Offering is being conducted on a self-underwritten, best efforts basis, which means that our existing officers will attempt to sell the shares. We have not engaged an underwriter. This prospectus will permit Mr. Aquino to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares that he may sell. Mr. Aquino intends to offer and sell the shares to friends, family members and business acquaintances. In offering the securities on our behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 of the Exchange Act. His intended methods of communication include, without limitation, the telephone, the Internet, and personal contacts.

The proceeds from the sale of the shares in this Offering will be payable to Jonathan D. Strum’s Attorney-Client Escrow Account. Our escrow agent also acts as legal counsel for us and, therefore, may not be considered an independent third party. All subscription agreements and checks are irrevocable and should be delivered to our escrow agent at the address provided in the Subscription Agreement.

All subscription funds will be held in a non-interest-bearing account pending the raising of 50% of this Offering. This Offering will be completed 180 days from the effective date of this prospectus, unless extended by our Board of Directors for an additional 180 days. There is no minimum number of shares that must be sold. All subscription agreements and checks for payment of shares are irrevocable.

We will deliver stock certificates for shares of common stock purchased directly to the purchasers within 14 days of the close of this Offering or as soon thereafter as practicable. We anticipate engaging a transfer agent to assist us with the certification and delivery of the shares.

The Offering price of the common stock has been determined arbitrarily and bears no relationship to any objective criterion of value. Specifically, the price does not bear any relationship to our assets, book value, historical earnings or net worth.

Shares of common stock offered by us		A maximum of 500,000 shares. There is no minimum number of shares that must be sold by us for the Offering to close.
Use of proceeds		We will apply the proceeds from this Offering to pay for rice milling machines, professional fees and other general expenses. The total estimated costs of this Offering is $20,000.
Termination of the Offering		This Offering will conclude when all 500,000 shares of common stock have been sold, or 180 days after this registration statement becomes effective with the Securities and Exchange Commission. We may in our discretion extend the Offering for an additional 180 days.
Risk factors		The purchase of our common stock involves a high degree of risk. The common stock offered in this prospectus is for investment purposes only and currently no market for our common stock exists. Please refer to the sections entitled "Risk Factors" and "Dilution" before making an investment in this stock.

TABLE OF CONTENTS

SUMMARY FINANCIAL DATA	6
	Page
RISK FACTORS	6
Prospectus Summary	5
USE OF PROCEEDS	14
Risk Factors	6
THIS OFFERING	15
Forward-Looking Statements	16
DETERMINATION OF OFFERING PRICE	16
Use of Proceeds	16
DILUTION	16
Selling Security Holders	16
DIVIDEND POLICY	16
Plan of Distribution	19
MARKET FOR SECURITIES	16
Description of Securities to be Registered	20
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	18
Description of Business	20
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	23
Description of Property	26
PRINCIPAL SHAREHOLDERS	27
Legal Proceedings	26
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	28
Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
DESCRIPTION OF CAPITAL STOCK	28
Market Price of and Dividends on Registrant's Common Equity and Related Stockholder Matters	31
PLAN OF DISTRIBUTION	29
Changes in Accountants	31
LEGAL MATTERS	33
Directors and Executive Officers	32
WHERE YOU CAN FIND MORE INFORMATION	34
Executive Compensation	35
Security Ownership of Certain Beneficial Owners and Management	36
Certain Relationships and Related Transactions, and Director Independence	36
Additional Information	37
Indemnification for Securities Act Liabilities	37
Legal Matters	38
Experts	38
Financial Statements	F-1

~~SUMMARY~~You ~~FINANCIAL~~may ~~DATA~~only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date.

~~The~~Table ~~following~~of ~~summary financial data should be read in conjunction with the financial statements and the notes thereto included elsewhere in this prospectus.~~Contents

Balance Sheet Data:
	As of November 30, 2011
Current assets	$	22,500
Other Assets		-
Current liabilities	$	4,688
Stockholders’ equity	$	17,812

Prospectus Summary

Operating:	For the Period November 17, 2011 (inception) to November 30, 2011
Net revenues	$	0
Operating expenses	$	188
Net (loss)	$	188
Net (loss) per common share basic and diluted	$	0
Weighted average number of shares outstanding – basic and diluted		588,235

This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including the section entitled “Risk Factors” before deciding to invest in our common stock.

About Us

AV Therapeutics, Inc. (the “Company”) is a Delaware corporation formed on November 14, 2011 under the name “Aquino Milling Inc.” Under its initial business plan, the Company intended to purchase rice milling equipment and commence rice milling operations. On June 10, 2013, the Company changed its name to “Code 2 Action, Inc.” On July 30, 2013, the Company changed its name to “Merica Corp.” The Company was unable to implement its business plan. Prior to the Reverse Acquisition (discussed below), Merica did not have any active business.

On December 13, 2013 (the “Closing Date”), the Company entered into and closed an Agreement and Plan of Merger (the “Merger Agreement”), with AVT Acquisitions, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Subsidiary”) and Advanced Vaccine Therapeutics, Inc., a Delaware corporation (formerly known as AV Therapeutics, Inc.) (“AVT”). Pursuant to the Merger Agreement, (i) the Subsidiary merged into AVT, such that AVT became a wholly-owned subsidiary of the Company, and (ii) the Company issued 58,000,000 shares (the “Acquisition Shares”), of the Company’s common stock to the shareholders of AVT, in exchange for the cancellation of all of the issued and outstanding shares of common stock of AVT.

Effective on the Closing Date, pursuant to the Merger Agreement, AVT became a wholly owned subsidiary of the Company. The acquisition of AVT is treated as a reverse acquisition (the “Reverse Acquisition”), and the business of AVT became the business of the Company. At the time of the Reverse Acquisition, Merica was not engaged in any significant active business.

In connection with the Reverse Acquisition, from December 2013 to April 2014, the Company entered into and closed subscription agreements with accredited investors (the “Investors”), pursuant to which the Company sold an aggregate of 6,300,000 shares of common stock for an aggregate purchase price of $1,260,000 (the “Private Placement”). The Company also issued to the Investors five-year warrants to purchase an aggregate of 3,150,000 shares of common stock with an exercise price of $0.40. The warrants may be exercised on a cashless basis if there is no effective registration statement for the shares of common stock issuable upon exercise thereof.

We are primarily engaged in the business of developing cancer therapeutics and immunotherapeutic vaccines that can be used together with prevalent treatment modalities such as chemotherapy and radiation to treat active disease and to prevent metastases and recurrence. We have purchased the exclusive rights to a patented chemotherapeutic drug called “Capridine” that has been shown in preclinical models to have specific activity against prostate and colon cancer. This drug is expected to be the front line AVT product specifically in prostate cancer where limited chemotherapy is available at the present time. Our immuno-therapeutics is based on the ability of certain proprietary reagents to re-educate or reprogram a failed immune system that can target previously unidentified micro-metastases. We intend to clinically develop both of these approaches independently specifically for prostate cancer. This drug was developed and patented by certain scientists on behalf of New York Medical College, including Dr. Raj Tiwari, AVT’s Chief Scientific Officer, who is also a professor at New York Medical College. The drug patents were thus issued to New York Medical College. AVT subsequently purchased an exclusive license to the drug, including the exclusive right to commercialize the drug.

For the three months ended March 31, 2014 and March 31, 2013, we incurred net losses of $399,946 and $101,802, respectively. For the years ended December 31, 2013 and 2012 we incurred net losses of $905,920, and $286,271, respectively. As of March 31, 2014, we have an accumulated deficit of $5,136,813, a stockholders’ deficiency of $982,292 and a working capital deficiency of $1,125,816. Our independent registered public accounting firm has included in its report as of and for the years ended December 31, 2013 and 2012 an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.

References to “we”, “us”, “our” and similar words refer to the Company and its wholly-owned subsidiary, AVT, unless the context otherwise requires, and prior to the effectiveness of the Reverse Acquisition, these terms refer to AVT. References to “Merica” refer to the Company and its business prior to the Reverse Acquisition.

About This Offering

This prospectus includes (i) 6,300,000 shares of common stock issued in the Private Placement, (ii) 3,150,000 shares of common stock issuable upon exercise of warrants issued in the Private Placement, (iii) 36,596 shares issued in exchange for cancellation of debt, (iv) 2,248,685 Acquisition Shares, (v) 2,894,367 shares issued to certain selling stockholders for services (including 1,088,480 shares issued for placement agent services in connection with the Private Placement), and (vi) 212,500 shares of common stock issuable upon exercise of warrants issued to certain selling stockholders for services (including 50,000 warrants issued for placement agent services in connection with the Private Placement).

Table of Contents

RISK FACTORS

~~You~~An ~~should~~investment bein ~~aware~~the ~~that~~Company’s ~~there~~common ~~are~~stock ~~various~~involves ~~risks~~a tohigh andegree ~~investment~~of inrisk. ~~our~~Before ~~common~~you ~~stock.~~invest ~~You~~you should carefully consider ~~these~~the ~~risk~~risks ~~factors,~~and ~~together~~uncertainties ~~with~~described ~~all~~below ofand the other information ~~included~~ in this prospectus. If any of the following risks actually occur, ~~before~~our ~~you~~business, ~~decide~~operating toresults ~~invest~~and infinancial ~~shares~~condition could be harmed and the value of our ~~common~~ stock could go down. This means you could lose all or a part of your investment.

~~If any of the following risks develop into actual events, then~~ Risks Related to our ~~business, financial condition, results of operations~~ Financial Position and~~/or prospects could be materially adversely affected. If that happens, the market price of our common stock, if any, could decline, and investors may lose all or part of their investment.~~ Need for Capital

~~Risks~~We ~~Related~~are tonot ~~the~~currently ~~Business~~profitable and may never become profitable.

1.We ~~AMI~~are ~~has~~an ~~virtually~~early stage company with no ~~financial~~revenues ~~resources~~and expect to incur substantial losses and have negative operating cash flows for the foreseeable future, and we may never achieve or maintain profitability. ~~Our~~Even ~~independent~~if ~~registered~~we ~~auditors’~~succeed ~~report~~in ~~includes~~developing anand ~~explanatory~~commercializing ~~paragraph~~one ~~stating~~or ~~that~~more ~~there~~of isour product candidates, we expect to incur substantial ~~doubt~~losses ~~about~~for ~~our~~the ~~ability~~foreseeable future and may never become profitable. We also expect to continue asto aincur ~~going~~significant ~~concern.~~operating and capital expenditures and anticipate that our expenses will increase substantially in the foreseeable future as we:

We· ~~are~~continue anto ~~early~~undertake ~~stage~~development ~~company~~ and ~~virtually~~clinical ~~have~~trials ~~limited~~for ~~financial~~product ~~resources.~~candidates We· ~~have~~seek ~~negative~~regulatory ~~working~~approvals ~~capital~~for ofproduct ~~$18,000~~candidates; ~~and~~· ~~stockholders’~~implement ~~equity~~additional ofinternal ~~$17,812~~systems atand ~~November~~infrastructure; ~~30, 2011. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of~~ and ~~for~~· ~~the~~hire ~~period~~additional ~~ended November 30, 2011 that states that this lack of resources causes substantial doubt about our ability to continue as a going concern~~personnel. ~~No assurances can be given that we will generate sufficient revenue or obtain necessary financing to continue as a going concern.~~

We also expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures. As a result, we will need to generate significant revenues in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our securities. Our financial statements have been prepared on the basis that we will continue as a going concern. For the three months ended March 31, 2014 and March 31, 2013, we incurred net losses of $399,946 and $101,802, respectively. For the years ended December 31, 2013 and 2012 we incurred net losses of $905,920, and $286,271, respectively.

We have a limited operating history upon which to base an investment decision.

We are a clinical-stage company and have not demonstrated our ability to perform the functions necessary for the successful commercialization of any product candidates. The successful commercialization of any product candidates will require us to perform a variety of functions, including:

·	continuing to undertake development and clinical trials;
·	participating in regulatory approval processes;

·	formulating and manufacturing products; and
·	conducting sales and marketing activities.

Our operations have been limited to organizing and staffing our company, acquiring, developing and securing our proprietary technology, raising capital and undertaking development and clinical trials of our product candidates. These operations provide a limited basis for you to assess our ability to commercialize our product candidates and the advisability of investing in our securities.

We will need to finance our future cash needs through public or private equity offerings, debt financings or corporate collaboration and licensing arrangements. Any additional funds that we obtain may not be on terms favorable to us or our stockholders and may require us to relinquish valuable rights.

Until and unless we receive approval from the US Food and Drug Administration (the “FDA”) and other regulatory authorities for our product candidates, we cannot sell our drugs and will not have product revenues. Therefore, for the foreseeable future, we will have to fund all of our operations and capital expenditures from the net proceeds of the Private Placement and cash on hand and through obtaining additional financing. In addition, we could be forced to discontinue product development, reduce or forego sales and marketing efforts and forego attractive business opportunities.

We may seek to sell additional equity or debt securities, obtain a bank credit facility, or enter into a corporate collaboration or licensing arrangement. The sale of additional equity or debt securities, if convertible into common stock, could result in dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could also result in covenants that would restrict our operations. Raising additional funds through collaboration or licensing arrangements with third parties may require us to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates, or to grant licenses on terms that may not be favorable to us or our stockholders. We can provide no assurance that we will be successful in raising any additional capital.

2.Table ~~Because we have only recently commenced business operations, we face a high risk~~ of ~~business failure.~~Contents

~~We were formed in November 2011. All of our efforts~~ Risks Related to ~~date have related to developing our business plan and beginning rice milling activities. Through December 28, 2011, we had substantially no operating revenues. We face a high risk of business failure.~~ Our Business

3.All ~~Most~~ of our ~~competitors,~~product ~~which~~candidates ~~include~~are ~~well~~in ~~known~~the ~~rice~~early ~~milling~~stages ~~facilities,~~of ~~have significantly greater financial and marketing resources than do we~~development.

~~Most~~We ofare ~~our~~a ~~competitors,~~specialty ~~which~~pharmaceutical ~~include~~company ~~government~~focused ~~owned~~on ~~milling~~the ~~facilities~~development inof ~~the Philippines~~products, ~~have~~all ~~significantly~~of ~~greater~~which ~~financial~~are ~~and~~at ~~marketing~~an ~~resources~~early ~~than~~stage doof wedevelopment. Each ~~Many~~of ~~private~~our ~~milling~~product ~~facilities~~candidates ~~have~~requires ~~been~~extensive inpreclinical ~~business~~or ~~for~~clinical ~~several~~testing ~~years~~prior ~~and~~to ~~have~~ the ~~credibility~~submission ~~and~~to ~~have~~ the ~~ability~~FDA toof ~~advertise~~a inNew aDrug ~~wide~~Application, ~~variety~~or of“NDA”, ~~media~~or Pre- Market Authorization, ~~including~~or ~~television~~“PMA”. Capridine, our lead product candidate, is not currently being tested in humans. We ~~will~~cannot ~~principally~~predict ~~depend~~with onany ~~the~~certainty ~~business~~if ~~contacts~~or ofwhen ~~our~~we ~~President~~might ~~and~~submit ~~word~~an ofNDA ~~mouth.~~or ~~There~~PMA ~~are~~for noregulatory ~~assurances~~approval ~~that~~of any of our ~~approach~~product candidates or whether such an NDA or PMA will be ~~successful~~accepted.

4.Our development methods are unproven and may not lead to commercially viable ~~AMI~~products isfor ~~and~~any ~~will~~of ~~continue~~several toreasons. For beexample, ~~completely~~we ~~dependent~~may onfail ~~the~~to ~~services~~identify ofappropriate targets or compounds, our ~~founder~~product candidates may fail to be safe and ~~President,~~effective ~~Louie~~in ~~Aquino,~~clinical ~~the~~or ~~loss~~additional ofpreclinical ~~whose~~trials, ~~services~~or we may ~~cause~~have ~~our~~inadequate ~~business~~financial ~~operations~~or other resources to ~~cease,~~pursue discovery and wedevelopment efforts for new product candidates. Our product candidates will ~~need~~require tosignificant ~~engage~~additional development, preclinical and ~~retain~~clinical ~~qualified~~trials, ~~employees~~regulatory clearances and ~~consultants~~additional toinvestments ~~further~~by ~~implement~~us or our ~~strategy~~collaborators before they can be commercialized.

~~AMI’s~~We ~~operations~~may ~~and~~not ~~business~~obtain ~~strategy are completely dependent upon~~ the ~~knowledge~~necessary ~~and~~US ~~business~~or ~~connections~~worldwide ofregulatory ~~Mr.~~approvals ~~Aquino. He is under no contractual obligation~~ to ~~remain~~commercialize ~~employed by us. If he should choose to leave us for~~ any ~~reason~~product ~~or if he becomes ill and is unable to work for an extended period of time before we have hired additional personnel, our operations will likely fail~~candidate. Even if we are able to find additional personnel, it is uncertain whether we could find someone who could develop our business along the lines described in this prospectus. We will fail without the services of Mr. Aquino or an appropriate replacement(s).

We ~~intend~~cannot assure you that we will receive the approvals necessary to ~~acquire~~commercialize ~~key-man~~our ~~life~~product ~~insurance~~candidates, onor any product candidate we acquire or develop in the ~~life~~future, offor Mrsale. ~~Aquino~~We ~~naming~~will usneed asFDA ~~the~~approval ~~beneficiary~~to ~~when~~commercialize our product candidates in the US and ifapprovals wefrom the FDA equivalent regulatory authorities in foreign jurisdictions to commercialize our product candidates in those jurisdictions. In order to obtain ~~the~~FDA ~~resources~~approval of any product candidate we must submit to dothe soFDA ~~and~~a ifNDA hefor a new drug, demonstrating that the product candidate is ~~insurable~~safe for humans and effective for its intended use. This Wedemonstration ~~have~~requires ~~not~~significant ~~yet~~research ~~procured~~and ~~such~~animal ~~insurance~~tests, ~~and~~which ~~there~~are isreferred noto ~~guarantee~~as ~~that~~preclinical westudies, ~~will~~as bewell ~~able~~as human tests, which are referred to ~~obtain~~as ~~such~~clinical ~~insurance~~trials. Satisfaction inof the ~~future.~~FDA’s ~~Accordingly~~regulatory requirements typically takes many years, itdepending isupon ~~important~~the ~~that~~type, wecomplexity ~~are~~and ~~able~~novelty toof ~~attract~~the product candidate and requires substantial resources for research, ~~motivate~~development and ~~retain~~testing. ~~highly~~We ~~qualified~~cannot predict whether our research and ~~talented~~clinical ~~personnel~~approaches will result in drugs that the FDA considers safe for humans and ~~independent~~effective ~~contractors~~for indicated uses. The FDA has substantial discretion in the drug approval process and may require us to conduct additional preclinical and clinical testing or to perform post-marketing studies. The approval process may also be delayed by changes in government regulation, future legislation or administrative action or changes in FDA policy that occur prior to or during our regulatory review. Delays in obtaining regulatory approvals may:

5.· Wedelay ~~will~~commercialization ~~be dependent on one source~~ of, ~~revenue~~and –our ~~providing~~ability ~~milling~~to ~~services~~derive toproduct ~~local~~revenues ~~rice~~from, ~~farmers.~~our .product candidates;

~~Our~~· ~~financial~~impose ~~prospects~~costly ~~will~~procedures ~~be significantly dependent upon our rice milling related services. Rice milling services is dependent~~ on ~~rice~~us; ~~consumption spending levels. As a result, sales of white rice tend to decline during general economic downturns~~ and recessions. Accordingly, the current economic recession in the Philippines has led to a weakening in the fundamental demand for our services. In addition, unforeseen events beyond our control, such as the imposition of taxes or surcharges by regulatory authorities towards rice milling related services and products, also may adversely affect our business and results of operations.

6.· ~~Fluctuations~~diminish inany ~~our~~competitive ~~financial~~advantages ~~results~~that ~~make~~we ~~quarterly~~may ~~comparisons~~otherwise ~~and financial forecasting difficult~~enjoy.

~~Our~~Even ~~revenues~~if ~~and~~we ~~operating~~comply ~~results~~with ~~are~~all ~~likely~~FDA torequests, ~~vary~~the ~~significantly~~FDA ~~from~~may ~~quarter~~ultimately toreject ~~quarter~~one ~~because~~or more of our ~~industry~~NDAs ~~experiences~~or ~~seasonal~~PMAs. ~~fluctuations,~~We ~~due~~cannot tobe ~~rice~~sure ~~harvest~~that ~~times~~we ~~and~~will ~~interest~~ever obtain regulatory clearance for ~~rice~~our ~~milling~~product ~~related~~candidates. ~~services~~Failure ~~offered~~to obtain FDA approval of our product candidates will severely undermine our business by leaving us without a saleable product, and therefore without any source of revenues, until another product candidate can be developed or obtained. There is no guarantee that we will ever be able to develop or acquire another product candidate.

~~There~~In ~~are~~foreign ~~two~~jurisdictions, ~~rice~~we ~~harvests~~must ~~per~~receive ~~year,~~approval ~~hence~~from wethe ~~anticipate~~appropriate regulatory authorities before we ~~will~~can ~~have~~commercialize aany ~~steady~~drugs. ~~flow~~Foreign regulatory approval processes generally include all of ~~business~~the ~~from~~risks ~~September~~associated –with ~~December~~the ~~and~~FDA ~~from~~approval ~~March~~procedures –described ~~May~~above. We cannot assure you that we will receive the approvals necessary to commercialize our product candidates for sale outside of the US.

~~Because~~Preclinical ofand ~~these~~clinical ~~fluctuations~~trials ~~and~~required ~~uncertainties,~~for our ~~operating~~product ~~results~~candidates ~~may~~are ~~fail~~expensive toand ~~meet~~time- ~~the expectations of investors. If this happens~~consuming, ~~the~~and ~~trading~~their ~~price~~outcome ofis ~~our common stock would almost certainly be materially adversely affected~~uncertain.

In order to obtain FDA approval to market a new drug product, we must demonstrate proof of safety and effectiveness in humans. To meet these requirements, we must conduct extensive preclinical testing and “adequate and well-controlled” clinical trials. Conducting clinical trials is a lengthy, time-consuming, and expensive process. The length of time may vary substantially according to the type, complexity, novelty, and intended use of the product candidate, and often can be several years or more per trial. Delays associated with products for which we are directly conducting preclinical or clinical trials may cause us to incur additional operating expenses. The commencement and rate of completion of clinical trials may be delayed by many factors, including, for example:

§	inability to manufacture sufficient quantities of qualified materials under the FDA’s Current Good Manufacturing Practices requirements, commonly known as cGMP, for use in clinical trials;

§	slower than expected rates of patient recruitment;

7.Table ~~We intend to become subject to the periodic reporting requirements~~ of the Exchange Act that will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.Contents

~~Following~~§ ~~the~~failure ~~effective date of our registration statement of which this prospectus is a part, we will be required~~ to ~~file~~recruit periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a ~~quarterly~~sufficient basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number ~~and type~~ of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major affect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from any new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.patients;

8.§ ~~Our~~inability ~~internal controls may be inadequate, which could cause our financial reporting~~ to bemonitor ~~unreliable~~patients ~~and~~adequately ~~lead~~during toor ~~misinformation~~after ~~being disseminated to the public.~~treatment;

~~Our~~§ ~~management~~modification is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, ~~the~~clinical ~~principal~~trial executive and principal financial officer and effected by the Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:protocols;

·§ ~~pertain~~inability toor ~~the~~unwillingness ~~maintenance~~ of ~~records~~medical ~~that~~investigators into ~~reasonable~~follow ~~detail~~our ~~accurately~~clinical ~~and fairly reflect the transactions and dispositions of the assets of the Company~~protocols;

·§ ~~provide~~changes ~~reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements~~ in ~~accordance~~regulatory ~~with~~requirements ~~generally~~for ~~accepted~~clinical ~~accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or Directors of the Company~~trials; ~~and~~

·§ ~~provide~~the ~~reasonable~~lack ~~assurance regarding prevention or timely detection~~ of ~~unauthorized~~effectiveness ~~acquisition,~~during ~~use~~clinical ~~or disposition of the Company's assets that could have a material effect on the financial statements.~~trials;

~~Our~~§ ~~internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to~~ the ~~public.~~emergence ~~Investors~~of ~~relying~~unforeseen ~~upon~~safety ~~this misinformation may make an uninformed investment decision.~~issues;

~~9. The~~§ ~~costs~~determination of ~~being~~dosing ~~a public company could result in us being unable to continue as a going concern.~~issues;

As§ ~~a public company~~delays, ~~we will have to comply with numerous financial reporting and legal requirements~~suspension, ~~including those pertaining to audits and internal control. The costs of this compliance could be significant. If our revenues are insufficient, and/~~or wetermination ~~cannot satisfy many~~ of ~~these costs through~~ the ~~issuance~~clinical oftrials ~~our~~due ~~shares, we may be unable~~ to ~~satisfy these costs in~~ the ~~normal~~institutional ~~course~~review ~~of business which would result in our being unable to continue as a going concern.~~board;

§	responsibility for overseeing the study at a particular study site; and

§	government, institutional review board or other regulatory agency delays or “clinical holds” requiring suspension or termination of the trials.

The results from preclinical testing and early clinical trials are not necessarily predictive of results obtained in later clinical trials. Accordingly, even if we obtain positive results from preclinical or early clinical trials, we may not achieve the same success in future clinical trials. Clinical trials may not demonstrate statistically significant safety and effectiveness to obtain the requisite regulatory approvals for product candidates.

The failure of clinical trials to demonstrate safety and effectiveness for the desired indications could delay the development of that product candidate and other product candidates. This failure could cause us to abandon a product candidate and could delay development of other product candidates. Any delay in, or termination of, our clinical trials would delay the filing of NDAs or PMAs with the FDA and, ultimately, our ability to commercialize our product candidates and generate product revenues. Any change in, or termination of, our preclinical or clinical trials could materially harm our business, financial condition, and results of operations.

In addition, we or the FDA may suspend our clinical trials at any time if it appears that we are exposing participants to unacceptable health risks. Therefore, we cannot predict with any certainty the schedule for future preclinical or clinical trials.

The results of our clinical trials may not support our product candidate claims and the successful development of our product candidates is uncertain.

Even if our preclinical or clinical trials are completed as planned, we cannot be certain that their results will support our product candidate claims. Success in preclinical testing and early or middle clinical trials does not ensure that later clinical trials will be successful, and we cannot be sure that the results of later clinical trials will replicate the results of prior clinical trials and preclinical testing. The clinical trial process may fail to demonstrate that our product candidates are safe for humans and effective for indicated uses. This failure would cause us to abandon a product candidate and may delay development of other product candidates.

In addition, the product candidates that we are currently developing are based on processes and methodologies that are not currently widely employed. Our development of current and future product candidates is subject to the risks of failure and delay inherent in the development of new pharmaceutical products and products based on new technologies, including:

§	delays in product development, preclinical or clinical testing, or manufacturing;

§	unplanned expenditures in product development, preclinical or clinical testing, or manufacturing;

§	failure to receive regulatory approvals;

§	emergence of superior or equivalent products;

~~10. Having~~Table ~~only two Directors limits our ability to establish effective independent corporate governance procedures and increases the control~~ of ~~our officers.~~Contents

We§ ~~have~~inability ~~only two Directors. Accordingly, we cannot establish board committees comprised of independent members~~ to ~~oversee~~manufacture ~~functions~~on ~~like~~our ~~compensation or audit issues. Until we have a larger board of Directors that would include some independent members~~own, ~~if ever, there will be limited oversight of our officers decisions and activities and little ability for minority shareholders to challenge~~ or ~~reverse~~through ~~those~~any ~~activities and decisions~~others, ~~even~~product ifcandidates ~~they~~on ~~are~~a ~~not~~commercial inscale; ~~the best interests of minority shareholders.~~and

~~Risks~~§ ~~Related~~failure to ~~Our~~achieve ~~Common~~market ~~Stock~~acceptance.

11Because of these risks, our research and development efforts may not result in any commercially viable products. ~~The~~Any ~~Company~~delay isin, ~~selling~~or termination of, our preclinical or clinical trials will delay the ~~shares~~filing ~~offered~~of inour ~~this~~NDAs ~~prospectus~~or ~~without~~PMAs anwith ~~underwriter~~the FDA and, ~~may~~ultimately, our ability to commercialize our product candidates and generate product revenues. If a significant portion of these development efforts are not besuccessfully ~~able~~completed, torequired ~~sell~~regulatory ~~all~~approvals are not obtained or any approved products are not commercially successful, our business, financial condition, and results of ~~the~~operations ~~shares~~may ~~offered~~be ~~herein~~materially harmed.

~~The~~Physicians ~~common~~and ~~shares~~patients ~~are~~may ~~being~~not ~~offered~~accept ~~on our behalf by our Directors on a best-effort basis. No broker-dealer has been retained as an underwriter~~ and nouse broker-dealer is under any obligation to purchase any common shares. There are no firm commitments to purchase any of the shares in this Offering. Consequently, there is no guarantee that the Company, through its Directors, is capable of selling all, or any, of the common shares offered hereby. The sale of just a small number of shares increases the likelihood of no market ever developing for our ~~shares~~drugs.

~~12. Since~~Even ~~there~~if isthe noFDA ~~minimum~~approves ~~for~~one or more of our ~~Offering~~product candidates, ifphysicians ~~only~~and apatients ~~few~~may ~~persons~~not ~~purchase~~accept ~~shares~~and ~~they~~use ~~will~~it. Acceptance ~~lose~~and ~~their~~use ~~money~~of ~~without~~our usproduct ~~being~~candidates ~~even~~will ~~able~~depend toupon ~~develop~~ a ~~market~~number ~~for~~of ~~our~~factors ~~shares.~~including:

~~Since~~§ ~~there~~perceptions isby nomembers ~~minimum with respect to the number~~ of ~~shares to be sold directly by~~ the ~~Company~~health incare ~~its Offering~~community, ifincluding ~~only a few shares are sold~~physicians, weof ~~will~~the besafety ~~unable~~and toeffectiveness ~~even attempt to create a public market~~ of ~~any kind for~~ our ~~shares.~~drug Inor ~~such an event, it is highly likely that the entire investment of shareowners would be lost.~~product;

~~13. The~~§ ~~Offering~~cost-effectiveness ~~price~~ of our ~~common~~product ~~stock~~relative ~~has~~to ~~been~~competing ~~determined arbitrarily.~~products;

~~The~~§ ~~price~~availability of ~~our~~reimbursement ~~common~~for ~~stock in this Offering has not been determined by any independent financial evaluation, market mechanism or by~~ our ~~auditors~~product ~~and~~from ~~is,~~government therefore, arbitrary. Our audit firm has not reviewed management's valuation and, therefore, expresses no opinion as to the fairness of the Offering price as determined by our management. As a result, the price of the common stock in this Offering may not reflect the value perceived by the market. There can be no assurance that the shares offered hereby are worth the price for which they are offered and investors may lose a portion or ~~all~~other ofhealthcare ~~their~~payers; ~~investment.~~and

~~14. Shareholders~~§ ~~may~~effectiveness beof ~~diluted~~marketing ~~significantly~~and ~~through~~distribution ~~our~~ efforts toby ~~obtain~~us ~~financing~~ and ~~satisfy~~our ~~obligations~~licensors, ~~through~~licensees ~~the~~and ~~issuance~~distributors, ofif ~~additional shares of our common stock~~any.

WeBecause ~~have no committed source of financing. Wherever possible, our Board of Directors will attempt to use non-cash consideration to satisfy obligations. In many instances,~~ we ~~believe~~expect ~~that~~sales ~~the non-cash consideration will consist~~ of ~~restricted shares of~~ our ~~common~~current ~~stock.~~product ~~Our Board of Directors has authority~~candidates, ~~without~~if ~~action or vote of the shareholders~~approved, to ~~issue~~generate substantially all ~~or part~~ of ~~the~~our ~~authorized~~product ~~(120,000,000~~revenues ~~shares)~~for ~~but~~the ~~unissued~~foreseeable ~~(118~~future,~~500,000~~ ~~shares) assuming~~ the ~~sale~~failure of ~~500,000~~these ~~shares~~products into ~~this~~find ~~Offering. In addition, if a trading~~ market ~~develops~~acceptance ~~for~~would harm our ~~common stock~~business, wecould ~~may~~require ~~attempt~~us to ~~raise~~seek ~~capital~~additional ~~by selling shares of our common stock~~financing, ~~possibly~~and ~~at a discount to the then-prevailing market. These actions will result in dilution of the ownership interests of existing shareholders~~ may ~~further~~even ~~dilute~~cause ~~common~~us ~~stock~~to ~~book~~limit ~~value,~~or ~~and~~cease ~~that dilution may be material~~operations.

~~15. The interests of shareholders~~ Our products may cause undesirable side effects that could limit their use, require their beremoval ~~hurt~~from ~~because~~the wemarket ~~can issue shares of our common stock to individuals~~ or ~~entities~~prevent ~~that~~further ~~support existing management with such issuances serving to enhance existing management’s ability to maintain control of our Company~~development.

~~Our~~Undesirable ~~Board~~side ofeffects ~~Directors~~caused ~~has~~by ~~authority,~~our ~~without~~products ~~action~~could interrupt, delay or ~~vote~~halt ofour ~~the~~development ~~shareholders~~programs, toincluding ~~issue~~clinical ~~all~~trials, orand ~~part~~could ofresult in adverse regulatory action by the ~~authorized~~FDA ~~but~~or ~~unissued~~other ~~common~~regulatory ~~shares~~authorities. ~~Such~~More ~~issuances~~severe side effects associated with our products may be ~~issued~~observed toin ~~parties~~the orfuture. ~~entities~~Even ~~committed~~if towe ~~supporting~~are ~~existing~~able ~~management~~to ~~and~~complete the ~~interests~~development of ~~existing~~a ~~management~~new ~~which~~product ~~may~~and ~~not~~obtain beany required regulatory approval, undesirable side effects could prevent us from achieving or maintaining market acceptance of the ~~same~~product asor could substantially increase the ~~interests~~costs and expenses of ~~other~~commercializing ~~shareholders~~the product. ~~Our~~Negative ~~ability~~publicity toconcerning ~~issue~~our ~~shares~~products, ~~without~~whether ~~shareholder~~accurate ~~approval~~or ~~serves~~inaccurate, tocould ~~enhance~~also ~~existing~~reduce ~~management’s~~market ~~ability~~or toregulatory ~~maintain~~acceptance ~~control~~ of our ~~Company~~products, which could result in decreased product demand, removal from the market or an increased number of product liability claims, whether or not such claims have merit.

Downturns in general economic conditions may adversely affect our financial condition, results of operations and cash flows.

Our business may be adversely affected by downturns in general economic conditions. Economic conditions such as employment levels, business conditions, interest rates, energy and fuel costs, consumer confidence and tax rates could change consumer purchasing habits or reduce personal discretionary spending. A reduction in consumer spending may have an adverse impact on our financial condition, results of operations and cash flows. In addition, our ability to meet our expected financial performance is dependent upon our ability to rapidly recover from downturns in general economic conditions.

Recent global market and economic conditions have been unprecedented and challenging. Continued concerns about the systemic impact of potential long-term and wide-spread recession, energy costs, geopolitical issues, the availability and cost of credit, and the global housing and mortgage markets have contributed to increased market volatility and diminished expectations for western and emerging economies.

As a result of these market conditions, the cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. Concern about the stability of the markets generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce, and in some cases, cease to provide credit to businesses and consumers. These factors have led to a decrease in spending by businesses and consumers alike, and a corresponding decrease in global infrastructure spending. Continued turbulence in the US and international markets and economies and prolonged declines in business and consumer spending may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our customers, including our ability to access the capital markets to meet liquidity needs.

~~16. Our~~Table ~~bylaws provide for indemnification~~ of officers and Directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or Directors.Contents

Our ~~bylaws~~independent ~~provide~~registered ~~for~~public ~~indemnification~~accounting offirm’s ~~Directors and Officers of the Company. We have been advised that~~report, incontained ~~the opinion of the SEC~~herein, ~~indemnification~~includes ~~for~~an ~~liabilities~~explanatory ~~arising~~paragraph ~~under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event~~ that aexpresses ~~claim~~substantial ~~for~~doubt ~~indemnification~~about for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a Director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a Director, officer or controlling person in connection with our ~~activities,~~ability weto ~~will~~continue ~~(unless~~as ~~in the opinion of our counsel, the matter has been settled by controlling precedent) submit to~~ a ~~court~~going ~~of appropriate jurisdiction~~concern, ~~the~~indicating ~~question whether indemnification by us is against public policy as expressed in~~ the ~~Securities~~possibility ~~Act~~that ~~and~~we ~~will~~may not be ~~governed~~able ~~by the final adjudication of such issue. The legal process relating~~ to ~~this~~operate ~~matter if it were to occur is likely to be very costly and may result~~ in ~~us receiving negative publicity, either of which factors is likely to materially reduce~~ the ~~market and price for our shares, if such a market ever develops~~future.

17Our consolidated financial statements have been prepared on the basis that we will continue as a going concern. ~~Currently~~ As of March 31, ~~there~~2014, isour nototal ~~established~~stockholders’ ~~public~~deficiency ~~market~~was ~~for~~$982,292 and we had working capital deficiency of $1,125,816. As of December 31, 2013, our ~~securities~~total stockholders’ equity was $34,172 and ~~there~~we ~~can~~had beworking nocapital ~~assurances~~deficiency ~~that~~of ~~any~~$114,504. ~~established~~We ~~public~~expect ~~market~~to ~~will~~continue ~~ever~~to ~~develop~~incurring orlosses ~~that~~for the foreseeable future and must raise additional capital in order to sustain our ~~common~~operations ~~stock~~while ~~will~~continuing bethe ~~quoted~~longer ~~for~~term ~~trading~~efforts contemplated under our business plan. Primarily as a result of our losses and limited cash balances, ~~even~~our ifindependent ~~quoted~~registered public accounting firm has included in its report as of and for the years ended December 31, it2013 isand ~~likely~~2012 toan beexplanatory ~~subject~~paragraph expressing substantial doubt about our ability to ~~significant~~continue ~~price~~as ~~fluctuations~~a going concern.

~~Prior~~If we are unable to secure additional capital, we may be required to curtail our research and development initiatives and take additional measures to reduce costs in order to conserve our cash in amounts sufficient to sustain operations and meet our obligations. These measures could cause significant delays in our clinical and regulatory efforts, which is critical to the ~~date~~realization of ~~this~~our ~~prospectus,~~business ~~there~~plan. ~~has~~The accompanying financial statements do not ~~been~~include any ~~established~~adjustments ~~trading~~that ~~market~~may be necessary should we be unable to continue as a going concern. It is not possible for us to predict at this time the potential success of our ~~common~~business. ~~stock,~~The revenue and ~~there~~income ispotential of our proposed business and operations are currently nounknown. ~~established~~If ~~public~~we ~~market~~cannot ~~whatsoever~~continue ~~for~~as a viable entity, you may lose some or all of your investment in our ~~securities~~company.

IfWe weare ~~become~~a ~~able~~small tocompany ~~have~~with ~~our~~limited ~~shares~~resources ~~of common stock quoted on the Over the Counter Bulletin Board (“OTCBB”), we will then try, through a broker-dealer~~ and ~~its~~personnel ~~clearing~~available ~~firm,~~ to ~~become~~establish ~~eligible~~a ~~with~~comprehensive ~~the~~system ~~Depository~~of ~~Trust~~internal ~~Company~~controls. ~~("DTC")~~If towe ~~permit~~fail ~~our shares~~ to ~~trade~~maintain ~~electronically. If~~ an ~~issuer~~effective issystem ~~not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts. This means that the shares~~ of ainternal ~~company can only be traded manually between accounts~~controls, ~~which~~we ~~takes~~would ~~days and is~~ not abe ~~realistic~~able ~~option~~to ~~for~~accurately ~~companies~~report ~~relying~~our onfinancial ~~broker~~results ~~dealers~~or ~~for~~prevent ~~stock transactions~~fraud. ~~While~~ ~~DTC-eligibility~~As ~~is not~~ a ~~requirement to trade on the OTCBB~~result, ~~electronic~~current ~~trading~~and ispotential ~~necessary~~stockholders tocould ~~process~~lose ~~trades~~confidence onin ~~the~~our ~~OTCBB~~financial ifreporting, awhich ~~company’s~~would ~~stock~~harm isour ~~going~~business toand ~~trade~~the ~~with~~trading ~~significant~~price ~~volume.~~of ~~There are no assurances that~~ our ~~shares will ever become DTC-eligible or, if they do, how long it will take~~stock.

InEffective ~~addition,~~internal ~~our~~controls ~~common~~are ~~stock~~necessary isfor ~~unlikely~~us to beprovide ~~followed~~reliable byfinancial ~~any~~reports ~~market analysts,~~ and ~~there~~effectively ~~may~~prevent ~~be few institutions acting as market makers for our common stock~~fraud. ~~Either~~If ofwe ~~these~~cannot ~~factors~~provide ~~could~~reliable ~~adversely~~financial ~~affect~~reports ~~the~~or ~~liquidity~~prevent ~~and~~fraud, ~~trading price of~~ our ~~common~~brand ~~stock. Until our common stock is fully distributed~~ and anoperating ~~orderly~~results ~~market~~would ~~develops~~be ~~in our common stock, if ever, the price at which it trades is likely to fluctuate significantly~~harmed. ~~Prices~~We ~~for~~may ~~our common stock will be determined~~ in the ~~marketplace~~future ~~and~~discover ~~may~~areas ~~be influenced by many factors, including the depth and liquidity~~ of ~~the market for shares of~~ our ~~common~~internal ~~stock,~~controls ~~developments~~that ~~affecting~~need ~~our~~improvement. ~~business,~~For ~~including the impact of the factors referred to elsewhere in these Risk Factors~~example, ~~investor~~because ~~perception~~ of ussize and ~~general~~limited ~~economic~~resources, ~~and~~our ~~market~~external ~~conditions.~~auditors Nomay ~~assurances~~determine ~~can be given~~ that anwe ~~orderly~~lack orthe ~~liquid~~personnel ~~market~~and ~~will~~infrastructure ~~ever~~necessary ~~develop~~to ~~for~~properly ~~the~~carry ~~shares~~out ofan ~~our~~independent ~~common~~audit ~~stock~~function.

~~Because~~Although ofwe ~~the~~believe ~~anticipated~~that ~~low~~we ~~price~~have ofadequate ~~the~~internal ~~securities~~controls ~~being~~for ~~registered,~~a ~~many~~company ~~brokerage~~with ~~firms~~our ~~may~~size and resources, we are not becertain ~~willing~~that tothe ~~effect~~measures ~~transactions~~that we have in ~~these~~place ~~securities.~~will ~~Purchasers~~ensure ofthat we implement and maintain adequate controls over our ~~securities~~financial ~~should~~processes beand ~~aware~~reporting ~~that~~in ~~any~~the ~~market~~future. ~~that~~Any ~~develops~~failure to implement required new or improved controls, or difficulties encountered in their implementation, would harm our ~~stock~~operating ~~will~~results beor ~~subject~~cause us to ~~the~~fail ~~penny~~to ~~stock~~meet ~~restrictions~~our reporting obligations. ~~See~~Inferior ~~“Plan~~internal controls would also cause investors to lose confidence in our reported financial information, which would have a negative effect on our company and, if a public market develops for our securities, the trading price of ~~Distribution”~~our ~~below~~stock.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

If we are unable to successfully implement and maintain effective internal controls over financial reporting we risk being unable to produce accurate and timely financial statements, and our stock price may be adversely affected.

Risks Related to Intellectual Property

If we fail to adequately protect or enforce our intellectual property rights or our licensors fail to secure rights to the patents we use, the value of our intellectual property rights would diminish.

Our success, competitive position and future revenues will depend in part on our ability to obtain and maintain patent protection for our product candidates, methods, processes and other technologies, to preserve our trade secrets, to prevent third parties from infringing on our proprietary rights and to operate without infringing the proprietary rights of third parties.

To date, we hold certain exclusive patent rights as well as rights under foreign patents and patent applications. We anticipate filing additional patent applications both in the US and in other countries, as appropriate. However, we cannot predict:

§	the degree and range of protection any patents will afford us against competitors, including whether third parties will find ways to invalidate or otherwise circumvent our patents;

~~18. Any~~Table ~~market that develops in shares~~ of ~~our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible.~~Contents

~~The~~§ ~~trading~~if ofand ~~our~~when ~~securities,~~patents ~~if any,~~ will beissue; inand ~~the~~if ~~over-the-counter market which is commonly referred to as the “OTCBB” as maintained by FINRA. As a result~~granted, anwhether ~~investor~~patents ~~may~~will ~~find~~be itchallenged ~~difficult~~and toheld ~~dispose~~invalid ~~of,~~ or ~~to obtain accurate quotations as to the price of our securities.~~unenforceable;

~~Rule~~§ ~~3a51-1~~whether ~~of the Exchange Act establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share~~ or ~~with~~not anothers ~~exercise~~will ~~price~~obtain ofpatents ~~less~~claiming ~~than~~aspects ~~$5.00~~similar ~~per share, subject~~ to athose ~~limited~~covered ~~number~~by ~~of exceptions which are not available to us. It is likely that~~ our ~~shares~~patents ~~will be considered to be penny stocks for the immediately foreseeable future. This classification severely~~ and ~~adversely~~patent ~~affects~~applications; ~~any market liquidity for our common stock.~~or

~~For~~§ ~~any~~whether ~~transaction~~we ~~involving~~will aneed ~~penny~~to ~~stock,~~initiate ~~unless~~litigation ~~exempt, the penny stock rules require that a broker~~ or ~~dealer~~administrative ~~approve~~proceedings awhich ~~person's~~may ~~account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to~~ be ~~purchased.~~costly Inwhether ~~order~~we towin ~~approve a person's account for transactions in penny stocks, the broker~~ or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stockslose.

~~The~~Our ~~broker~~success also depends upon the skills, knowledge and experience of our scientific and technical personnel, our consultants and advisors as well as our licensors and contractors. To help protect our proprietary know-how and our inventions for which patents may be unobtainable or ~~dealer~~difficult ~~must~~to ~~also~~obtain, ~~deliver~~we rely on trade secret protection and confidentiality agreements. To this end, ~~prior~~it is our policy to ~~any~~require ~~transaction~~all inof aour ~~penny~~employees, ~~stock~~consultants, aadvisors and contractors to enter into agreements which prohibit the disclosure ~~schedule~~of ~~prepared~~confidential byinformation and, where applicable, require disclosure and assignment to us of the ~~SEC~~ideas, ~~relating~~developments, discoveries and inventions important to our business. These agreements may not provide adequate protection for our trade secrets, know-how or other proprietary information in the ~~penny~~event ~~stock~~of ~~market~~any unauthorized use or disclosure or the lawful development by others of such information. If any of our trade secrets, ~~which~~know-how or other proprietary information is disclosed, inthe ~~highlight~~value ~~form~~of our trade secrets, ~~sets~~know-how ~~forth:~~and other proprietary rights would be significantly impaired and our business and competitive position would suffer.

·If we infringe the ~~basis~~rights onof ~~which~~third ~~the~~parties, ~~broker~~we orcould ~~dealer~~be ~~made~~prevented ~~the~~from ~~suitability~~selling ~~determination,~~products and forced to pay damages and defend against litigation.

~~· that~~ If our product candidates, methods, processes and other technologies infringe the ~~broker~~proprietary orrights ~~dealer~~of ~~received~~other ~~a signed~~parties, ~~written~~we ~~agreement~~could ~~from~~incur ~~the~~substantial ~~investor~~costs ~~prior~~and towe ~~the~~may ~~transaction.~~have to:

~~Disclosure~~§ ~~also~~obtain ~~has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative~~licenses, ~~current~~which ~~quotations~~may ~~for~~not ~~the~~be ~~securities and the rights and remedies~~ available toon ancommercially ~~investor~~reasonable ~~in cases of fraud in penny stock transactions. Additionally~~terms, ~~monthly~~if ~~statements~~at ~~have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.~~all;

~~Because~~§ ofabandon ~~these~~an ~~regulations,~~infringing ~~broker-dealers~~product may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will in all likelihood find it difficult to sell their securities.candidate;

~~19. The~~§ ~~market~~redesign ~~for~~our ~~penny~~product ~~stocks~~candidates ~~has~~or ~~experienced~~processes ~~numerous~~to ~~frauds~~avoid ~~and abuses that could adversely impact investors in our stock.~~infringement;

We§ ~~believe~~stop ~~that~~using the ~~market~~subject ~~for~~matter ~~penny~~claimed ~~stocks~~in ~~has~~the ~~suffered~~patents ~~from~~held ~~patterns~~by ~~of fraud and abuse. Such patterns include:~~others;

·§ ~~Control~~pay ofdamages; ~~the market for the security by one~~ and/or ~~a few broker-dealers that are often related to the promoter or issuer;~~

·§ ~~Manipulation~~defend oflitigation ~~prices~~or ~~through~~administrative ~~prearranged~~proceedings ~~matching~~which ofmay ~~purchases~~be ~~and~~costly ~~sales~~whether ~~and~~we ~~false~~win or lose, and ~~misleading~~which ~~press~~could ~~releases;~~result in a substantial diversion of our financial and management resources.

~~· "Boiler room" practices involving high pressure sales tactics~~ Any of these events could substantially harm our earnings, financial condition and ~~unrealistic price projections by sales persons;~~operations.

Risks Related to Our Industry

We are subject to uncertainty related to health care reform measures and reimbursement policies.

The levels at which government authorities, private health insurers, HMOs and other organizations reimburse the cost of drugs and treatments related to those drugs will impact the successful commercialization of our products. We cannot be sure that reimbursement in the United States or elsewhere will be available for any drugs we may develop or, if already available, will not be decreased in the future. Also, we cannot be sure that reimbursement amounts will not reduce the demand for, or the price of, our drugs. If reimbursement is not available or is available only on a limited basis, we may not be able to obtain a satisfactory financial return on the manufacture and commercialization of existing and future drugs. Third- party payers may not establish and maintain price levels sufficient for us to realize an appropriate return on our investment in product development or our continued manufacture and sale of existing drug products.

Our ability to generate product revenues will be diminished if our product candidates sell for inadequate prices or patients are unable to obtain adequate levels of reimbursement.

Our ability to commercialize our product candidates, alone or with collaborators, will depend in part on the extent to which reimbursement will be available from:

§	government and health administration authorities;

·Table ~~Excessive~~of ~~and undisclosed bid-ask differentials and markups by selling broker-dealers; and~~Contents

·§ ~~Wholesale~~private ~~dumping~~health ofmaintenance ~~the~~organizations ~~same securities by promoters~~ and ~~broker-dealers~~health ~~after~~insurers; ~~prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.~~and

~~20. Any~~§ ~~trading~~other ~~market~~healthcare ~~that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading absent compliance with individual state laws~~payers. ~~These restrictions may make it difficult or impossible to sell shares in those states.~~

~~There~~Significant isuncertainty ~~currently~~exists noas ~~established~~to ~~public market for our common stock, and there can be no assurance that any established public market will develop in~~ the ~~foreseeable~~reimbursement ~~future.~~status ~~Transfer~~ of ~~our~~newly ~~common~~approved ~~stock~~healthcare ~~may~~products. Healthcare ~~also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions~~payers, ~~commonly~~including ~~referred to as “Blue Sky” laws. Absent compliance with such individual state laws~~Medicare, ~~our~~are ~~common~~challenging ~~stock~~the ~~may~~prices ~~not~~charged befor ~~traded~~medical inproducts ~~such~~and ~~jurisdictions~~services. ~~Because~~Government ~~the~~and ~~securities~~other ~~registered~~healthcare ~~hereunder~~payers ~~have~~increasingly ~~not~~attempt ~~been~~to ~~registered~~contain ~~for~~healthcare ~~resale~~costs ~~under~~by ~~the~~limiting ~~blue~~both ~~sky~~coverage ~~laws~~and ~~of any state,~~ the ~~holders~~level of ~~such~~reimbursement ~~shares~~for ~~and~~drugs. ~~persons who desire to purchase them in any trading market that might develop in~~ Even if our product candidates are approved by the ~~future~~ FDA, ~~should~~ insurance coverage may not be ~~aware~~available, ~~that~~and ~~there~~reimbursement levels may be ~~significant~~inadequate, ~~state blue sky law restrictions upon the ability of investors~~ to ~~sell~~cover ~~the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of~~ our ~~common~~product ~~stock~~candidates. If Wegovernment ~~currently do not intend to~~ and ~~may~~other ~~not~~healthcare bepayers ~~able to qualify securities for resale in at least 19 states which~~ do not ~~offer~~provide ~~manual~~adequate ~~exemptions~~coverage ~~(or may offer manual exemptions but may not to offer one to us if we are considered to be a shell company at the time of application)~~ and ~~require~~reimbursement ~~shares~~levels tofor ~~be qualified before they can be resold by~~ our ~~shareholders.~~product ~~Accordingly~~candidates, ~~investors~~once ~~should~~approved, ~~consider the secondary~~ market ~~for~~acceptance ~~our securities to be a limited one. See also “Plan~~ of ~~Distribution-State~~such ~~Securities-Blue~~products ~~Sky~~could ~~Laws~~decline.”

~~21. The~~We ~~ability~~may ofincur ~~our~~substantial ~~President~~liabilities toand ~~control~~may ~~our~~be ~~business~~required ~~may~~to limit orcommercialization ~~eliminate~~of ~~minority~~our ~~shareholders’~~product ~~ability~~candidates in response to ~~influence~~product ~~corporate~~liability ~~affairs~~lawsuits.

~~Upon~~The ~~the~~testing ~~completion of this Offering (assuming the entire Offering is sold), our two Officers~~ and ~~Directors~~marketing ~~will~~of ~~beneficially~~medical ~~own~~products entail an ~~aggregate~~inherent ofrisk ~~approximately 67%~~ of ~~our~~product ~~outstanding~~liability. ~~common~~If ~~stock~~we ~~assuming~~cannot ~~the~~successfully ~~sale~~defend ofourselves ~~all~~against ~~shares~~product ~~being~~liability ~~registered. Because of their beneficial stock ownership~~claims, ~~our~~we ~~Officers~~ may beincur insubstantial aliabilities ~~position~~or tobe ~~continue~~required to ~~elect~~limit ~~our~~commercialization ~~Board~~ of ~~Directors,~~our ~~influence~~product ~~all~~candidates. ~~matters~~Our ~~requiring~~inability ~~stockholder~~to ~~approval~~obtain ~~and~~sufficient ~~determine~~product ~~our~~liability ~~policies.~~insurance ~~The~~at ~~interests~~an ofacceptable ~~our~~cost ~~Officers~~to ~~may~~protect ~~differ~~against ~~from~~ potential product liability claims could prevent or inhibit the ~~interests~~ commercialization of ~~other~~pharmaceutical ~~shareholders~~products ~~with~~we ~~respect to the issuance of shares~~develop, ~~business~~alone ~~transactions~~or with orcollaborators. We ~~sales~~currently tocarry ~~other~~a ~~companies,~~limited ~~selection~~amount of ~~Officers~~clinical ~~and~~trial ~~Directors~~insurance ~~and~~or ~~other~~product ~~business~~liability ~~decisions~~insurance. ~~The~~While ~~minority~~we ~~shareholders~~believe ~~would~~our ~~have~~current nolevel ~~way~~ of ~~overriding~~insurance ~~decisions~~is ~~made~~reasonably byadequate ~~our~~to ~~President~~insulate orus ~~Board~~from ofpotential ~~Directors.~~claims, ~~This~~this ~~level~~insurance ~~of control~~ may ~~also~~not ~~have~~fully ancover ~~adverse~~potential ~~impact~~liabilities. onEven ~~the~~if ~~market~~our ~~value~~agreements ofwith ~~our~~any ~~shares~~future ~~because~~collaborators ~~our~~entitle ~~President~~us ~~may~~to ~~institute~~indemnification oragainst ~~undertake transactions~~losses, ~~policies~~such orindemnification ~~programs that~~ may ~~result in losses, may~~ not ~~take~~be ~~any~~available ~~steps to increase our visibility in the financial community and/~~or ~~may~~adequate ~~sell~~should ~~sufficient~~any ~~numbers~~claim ~~of shares to significantly decrease our price per share~~arise.

~~22. All~~We ofmay ~~our~~be ~~presently~~exposed ~~issued~~to ~~and~~liability ~~outstanding~~claims ~~common~~associated ~~shares~~with ~~are restricted under Rule 144 of~~ the ~~Securities~~use ~~Act, as amended. When the restriction on any or all~~ of ~~these~~hazardous ~~shares~~materials ~~is lifted,~~ and ~~the shares are sold in the open market, the price of our common stock could be adversely affected~~chemicals.

~~All~~Our ~~of the presently outstanding shares of common stock (1~~research,~~000,000~~ ~~shares)~~development ~~are~~and ~~"restricted~~manufacturing ~~securities"~~activities asand/or ~~defined~~those ~~under~~of ~~Rule~~our ~~144~~third ~~promulgated~~party ~~under~~contractors ~~the Securities Act and~~ may ~~only~~involve bethe ~~sold~~controlled ~~pursuant~~use toof anhazardous ~~effective~~materials ~~registration~~and ~~statement or an exemption from registration, if available~~chemicals. Although ~~Rule~~we ~~144~~believe ~~provides~~ that aour ~~person~~safety ~~who~~procedures ~~is not an affiliate and has held restricted securities~~ for ~~a prescribed period of at least six (6) months if purchased from a reporting issuer or twelve (12) months (as is the case herein) if purchased from a non-reporting Company~~using, ~~may~~storing, ~~under~~handling ~~certain~~and ~~conditions,~~disposing ~~sell all or any~~ of ~~his~~these ~~shares~~materials ~~without~~comply ~~volume~~with ~~limitation~~federal, instate ~~brokerage~~and ~~transactions.~~local ~~Affiliates,~~laws ~~however~~and regulations, ~~may~~we ~~not~~cannot ~~sell~~completely ~~shares~~eliminate inthe ~~excess~~risk of 1%accidental ofinjury ~~the~~or ~~Company’s~~contamination ~~outstanding~~from ~~common~~these ~~stock each three months~~materials. AsIn athe ~~result~~event of ~~revisions~~such toan ~~Rule 144 which became effective on February 15~~accident, ~~2008,~~we ~~there~~could isbe noheld ~~limit~~liable onfor ~~the~~any ~~amount~~resulting ofdamages, ~~restricted~~and ~~securities~~any ~~that~~liability ~~may~~could bematerially ~~sold~~adversely byaffect aour ~~non-affiliate (i.e.~~business, afinancial ~~stockholder~~condition ~~who~~and ~~has~~results ~~not~~of ~~been~~operations. In ~~an Officer~~addition, ~~Director~~the orfederal, ~~control~~state ~~person~~and ~~for~~local atlaws ~~least~~and 90regulations ~~consecutive~~governing ~~days) after~~ the ~~restricted~~use, ~~securities~~manufacture, ~~have~~storage, ~~been~~handling ~~held~~and bydisposal ~~the owner for the aforementioned prescribed period~~ of ~~time.~~hazardous ~~A sale under Rule 144~~ or ~~under~~radioactive ~~any~~materials ~~other~~and ~~exemption~~waste ~~from~~products ~~the~~may ~~Act,~~require ifus ~~available,~~to orincur ~~pursuant~~substantial tocompliance ~~registration~~costs ofthat ~~shares~~could ofmaterially ~~common~~adversely ~~stock~~affect ofour ~~present stockholders~~business, ~~may~~financial ~~have~~condition aand ~~depressive~~results ~~effect upon the price~~ of ~~the common stock in any market that may develop~~operations.

If we cannot compete successfully for market share against other drug companies, we may not achieve sufficient product revenues and our business will suffer.

Each of the markets for our product candidates is characterized by intense competition and rapid technological advances. If our product candidates receive FDA approval, they will compete with a number of existing and future drugs and therapies developed, manufactured and marketed by others. Existing or future competing products may provide greater therapeutic convenience or clinical or other benefits for a specific indication than our product candidates, or may offer comparable performance at a lower cost. If our product candidates fail to capture and maintain market share, we may not achieve sufficient product revenues and our business will suffer.

We will compete against fully integrated pharmaceutical companies and smaller companies that are collaborating with larger pharmaceutical companies, academic institutions, government agencies and other public and private research organizations. Many of these competitors have compounds already approved or in development in the therapeutic categories that we are targeting with our current and future product candidates. In addition, many of these competitors, either alone or together with their collaborative partners, operate larger research and development programs or have substantially greater financial resources than we do, as well as significantly greater experience in:

§	developing drugs;

§	undertaking preclinical testing and human clinical trials;

§	obtaining FDA and other regulatory approvals of drugs;

§	formulating and manufacturing drugs; and

§	launching, marketing and selling drugs.

~~23. We~~Table doof ~~not expect to pay cash dividends in the foreseeable future.~~Contents

WeDevelopments ~~have~~by ~~never~~competitors ~~paid~~may ~~cash~~render ~~dividends on~~ our ~~common~~product ~~stock.~~candidates Weor dotechnologies ~~not~~obsolete ~~expect~~or ~~to pay cash dividends on our common stock at any time in the foreseeable future~~non-competitive. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of Directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

~~24. Because~~Many weof ~~are~~the ~~not~~organizations ~~subject~~competing towith ~~compliance~~us ~~with~~have ~~rules~~substantially ~~requiring~~greater ~~the~~capital ~~adoption~~resources, oflarger ~~certain~~research ~~corporate~~and ~~governance~~development ~~measures~~staffs and facilities, ~~our~~longer ~~stockholders~~drug ~~have~~development ~~limited~~history ~~protection~~in ~~against~~obtaining ~~interested~~regulatory ~~Director~~approvals ~~transactions,~~and ~~conflicts~~greater ofmanufacturing ~~interest~~and marketing capabilities than we do. These organizations also compete with us to attract qualified personnel and ~~similar~~parties ~~matters~~for acquisitions, joint ventures or other collaborations.

~~The~~Risks Related to Our Dependence on ~~Sarbanes-Oxley Act of 2002~~Third Parties for Manufacturing, ~~as well as rule changes proposed and enacted by the SEC~~ Research, ~~the New York and American Stock Exchanges and the Nasdaq Stock Market (as a result of Sarbanes-Oxley)~~Development, ~~require~~Marketing ~~the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management~~ and ~~the~~Distribution securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.Activities

~~Because~~Our ~~our~~product ~~Directors~~development ~~are~~program ~~not~~depends ~~independent~~upon ~~Directors,~~third-party weresearchers dowho ~~not~~are ~~currently~~outside have independent audit or compensation committees. As a result, these Directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested Director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operationscontrol.

We ~~intend~~depend toupon ~~comply~~independent ~~with~~investigators ~~all~~and ~~corporate~~collaborators, ~~governance~~such ~~measures~~as ~~relating~~commercial tothird- ~~Director~~parties, ~~independence~~government, asuniversities and ~~when~~medical ~~required. However~~institutions, weto ~~may~~conduct ~~find~~our itpreclinical ~~very~~and ~~difficult~~clinical ortrials beunder ~~unable~~agreements towith ~~attract~~us. These ~~and~~collaborators ~~retain~~are ~~qualified~~not ~~Officers,~~our ~~Directors~~employees and ~~members~~we cannot control the amount or timing of ~~board~~resources ~~committees~~that ~~required~~they devote to ~~provide~~our ~~for~~programs. ~~our~~These ~~effective~~investigators ~~management~~may not assign as great a ~~result~~priority ofto ~~Sarbanes-Oxley~~our ~~Act~~programs ofor ~~2002.~~pursue ~~The~~them ~~enactment~~as ofdiligently ~~the~~as ~~Sarbanes-Oxley~~we ~~Act~~would ofif ~~2002~~we ~~has~~were ~~resulted~~undertaking insuch aprograms ~~series~~ourselves. ofIf ~~rules~~outside collaborators fail to devote sufficient time and ~~regulations~~resources byto our product development programs, or if their performance is substandard, the ~~SEC~~approval ~~that~~of ~~increase~~our ~~responsibilities~~FDA applications, if any, and ~~liabilities~~our introduction of ~~Directors~~new ~~and~~products, ~~executive~~if ~~officers~~any, will be delayed. ~~The~~These ~~perceived~~collaborators ~~increased~~may ~~personal~~also ~~risk~~have ~~associated~~relationships with ~~these~~other ~~recent~~commercial ~~changes~~entities, some of whom may ~~make~~compete itwith ~~more~~us. ~~costly~~If orour ~~deter~~collaborators ~~qualified~~assist ~~individuals~~our ~~from~~competitors ~~accepting~~at ~~these~~our ~~roles~~expense, our competitive position would be harmed.

25Reliance on third-party research and development labs entails risks to which we would not be subject if we performed the research and development ourselves. These ~~You~~risks ~~may~~include ~~have~~reliance on ~~limited~~the third party for maintaining the ~~access~~confidentiality of the proprietary information relating to ~~information~~the ~~regarding~~product ~~our~~being ~~business~~developed ~~because~~and ~~our~~for ~~obligations~~maintaining toquality ~~file~~assurance, ~~periodic~~the ~~reports~~possibility ~~with~~of breach of the ~~SEC~~research ~~could~~and bedevelopment ~~automatically~~agreement ~~suspended~~by ~~under~~the ~~certain~~third ~~circumstances~~party, and the possibility of termination or non-renewal of the agreement by the third party.

As We ofrely ~~the~~exclusively effective date of our registration statement of which this prospectus is a part, we will become subject to certain informational requirements of the Exchange Act, as amended, and we will be required to file periodic reports (i.e., annual, quarterly and special reports) with the SEC which will be immediately available to the public for inspection and copying. Except during the year that our registration statement becomes effective, these reporting obligations may (in our sole discretion) be automatically suspended under Section 15(d) of the Exchange Act if we have less than 310 shareholders and do not file a registration statement on ~~Form~~third 8Aparties ~~(of which we have no current plans~~ to ~~file).~~formulate ~~If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file periodic reports with the SEC~~ and ~~your~~manufacture ~~access to~~ our ~~business~~product ~~information would then be even more restricted~~candidates. After this registration statement on Form S-1 becomes effective, we may be required to deliver periodic reports to security holders. However, we will not be required to furnish proxy statements to security holders and our Directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act until we have both 500 or more security holders and greater than $10 million in assets. This means that your access to information regarding our business will be limited.

~~For~~We ~~all~~do ofnot ~~the~~intend ~~foregoing~~to ~~reasons~~establish ~~and~~our ~~others~~own ~~set~~manufacturing ~~forth~~facilities. ~~herein,~~We anlack ~~investment~~the inresources and expertise to formulate or manufacture our ~~securities~~own inproduct candidates. If any ~~market~~product ~~that~~candidate we may develop or acquire in the future ~~involves~~receives FDA approval, we will rely on one or more third-party contractors to manufacture our product candidates. Our anticipated future reliance on a ~~high~~limited ~~degree~~number of ~~risk.~~third-party manufacturers exposes us to the following risks:

While we have identified potential manufacturers, we may be unable to reach agreement on acceptable terms or at all because the number of potential manufacturers is limited and the FDA must approve any replacement contractor. This approval would require new testing and compliance inspections. In addition, a new manufacturer would have to be educated in, or develop substantially equivalent processes for, production of our product candidates after receipt of FDA approval, if any.

§	Our third-party manufacturers might be unable to formulate and manufacture our drugs in the volume and of the quality required to meet our clinical needs and commercial needs, if any.

§	Our future contract manufacturers may not perform as agreed or may not remain in the contract manufacturing business for the time required to supply our clinical trials or to successfully produce, store and distribute our product candidates.

Drug manufacturers are subject to ongoing periodic unannounced inspection by the FDA, the Drug Enforcement Administration, and corresponding state agencies to ensure strict compliance with good manufacturing practice and other government regulations and corresponding foreign standards. We do not have control over third-party manufacturers’ compliance with these regulations and standards.

§	If any third-party manufacturer makes improvements in the manufacturing process for our product candidates, we may not own, or may have to share, the intellectual property rights to the innovation.

Each of these risks could delay our clinical trials, the approval, if any, of our product candidates by the FDA or the commercialization of our product candidates or result in higher costs or deprive us of potential product revenues.

~~USE~~Table OFof ~~PROCEEDS~~Contents

We ~~will~~have ~~apply~~no ~~the~~experience ~~proceeds from the Offering to pay for accounting fees~~selling, ~~legal~~marketing ~~and~~or ~~professional~~distributing ~~fees~~products ~~associated with this Offering~~ and tono ~~the~~internal ~~purchasing~~capability ~~a rice mill. We will pay all costs relating~~ to ~~this~~do ~~Offering~~so.

~~The~~We ~~table~~currently ~~below~~have ~~shows~~no ~~the~~sales, ~~intended~~marketing ~~net~~or ~~proceeds~~distribution ~~from~~capabilities. ~~this~~In ~~offering~~the short-term, we ~~expect~~do not anticipate having the resources to ~~receive~~allocate to the sales and marketing of our proposed products. Our future success depends, in part, on our ability to enter into and maintain collaborative relationships for ~~scenarios~~such ~~where~~capabilities, wethe ~~sell~~collaborator’s ~~various~~strategic ~~amounts~~interest ofin the ~~shares.~~products ~~Since~~under wedevelopment ~~are~~and ~~making~~such ~~this~~collaborator’s ~~offering~~ability ~~without~~to successfully market and sell any ~~minimum~~such ~~requirement~~products. We intend to pursue collaborative arrangements regarding the sales and marketing of our product candidates; however, there iscan be no ~~guarantee~~assurance that we will be ~~successful~~able atto ~~selling~~establish ~~any~~or ofmaintain ~~the~~such ~~securities~~collaborative ~~being~~arrangements, ~~offered~~or inif ~~this~~able ~~prospectus~~to do so, that our collaborative partners will have effective sales forces. ~~Accordingly~~To the extent that we decide not to, or are unable to, enter into collaborative arrangements with respect to the ~~actual~~sales ~~amount~~and marketing of ~~proceeds~~our proposed products, significant capital expenditures, management resources and time will be required to establish and develop an in-house marketing and sales force with technical expertise. There can also be no assurance that we will ~~raise~~be able to establish or maintain relationships with third party collaborators or develop in-house ~~this~~sales ~~offering,~~and ifdistribution capabilities. To the extent that we depend on third parties for marketing and distribution, any revenues we receive will depend upon the efforts of such third parties, ~~may~~and ~~differ~~there can be no assurance that such efforts will be successful. In addition, there can also be no assurance that we will be able to market and sell our product candidates in the US or overseas.

~~PERCENT OF NET PROCEEDS RECEIVED~~Risks Related to Employees and Growth

	60%			100%
Shares Sold		300,000			500,000
Gross Proceeds	$	60,000		$	100,000
Less Offering Expenses	$	(20,000	)	$	(20,000	)
Net Offering Proceeds	$	40,000		$	80,000

We may not successfully manage our growth.

~~The~~Our ~~use~~success ofwill ~~proceeds~~depend ~~set~~upon ~~forth~~the ~~below~~expansion ~~demonstrates~~of ~~how~~our weoperations ~~intend~~and tothe ~~use~~effective ~~the~~management ~~funds~~of ~~under~~our ~~the~~growth, ~~various~~which ~~percentages~~will ofplace ~~amounts~~a ofsignificant ~~the~~strain ~~related~~on ~~offering.~~our Wemanagement ~~plan~~and toon ~~use~~our ~~the~~administrative, ~~proceeds~~operational ~~for~~and ~~the~~financial ~~establishment~~resources. ofTo ~~our~~manage ~~operations;~~this ~~and~~growth, ~~depending~~we onmust ~~the~~expand ~~amount~~our offacilities, ~~funds~~augment ~~raised~~our ~~for marketing~~operational, ~~travel~~financial and ~~for~~management ~~the~~systems ~~design~~and hire and ~~development~~train ofadditional ~~our~~qualified ~~web~~personnel. If ~~site~~we asare ~~below.~~unable ~~All~~to ~~amounts~~manage ~~listed~~our ~~below~~growth ~~are~~effectively, ~~estimates~~our business would be harmed.

Amount raised after Offering Costs	$	40,000	$	80,000
Legal and Accounting	$	10,000	$	10,000
Travel	$	10,000	$	10,000
Rice Milling Machines	$	15,000	$	35,000
Employees	$	2,000	$	2,500
Electricity	$	2,000	$	2,500
Computer/Fax/ General and Administrative	$	1,000	$	10,000
Total Estimated Expenses	$	40,000	$	80,000

We rely on key executive officers and scientific and medical advisors, and their knowledge of our business and technical expertise would be difficult to replace.

~~Our~~We ~~offering~~are ~~expenses~~highly ~~are~~dependent ~~comprised~~on ofour ~~legal~~executive officers and ~~accounting~~scientific ~~expenses~~and medical advisors because of their expertise and ~~printing~~experience ~~costs~~in drug development. We ~~Our~~do ~~Officers~~not have “key person” life insurance policies for any of our officers. The loss of the technical knowledge and ~~Directors~~management ~~will~~and ~~not~~industry ~~receive~~expertise of any ~~compensation~~of ~~for~~our ~~their~~key ~~efforts~~personnel could result in ~~selling~~delays ~~our~~in ~~shares~~product development, loss of customers and sales and diversion of management resources, which could adversely affect our operating results.

WeIf ~~intend to use the proceeds of this offering in the manner set forth above. In the event that~~ we ~~do not raise the entire amount we seek to raise, and~~ are unable to ~~generate~~hire ~~revenues~~additional toqualified ~~raise that amount~~personnel, then we may cut back on some of the costs (such as travel and purchase of rice milling machines), or we may attempt to raise additional funds via private placements or sales of securities to or loans from our ~~Directors~~ability ~~in order~~ to ~~make~~grow ~~up any shortfall. We do have any agreements in place with~~ our ~~Directors~~business tomay ~~provide loans to the company if needed. We do not intend to use the proceeds to finance the acquisition of other businesses. At present, no material changes are contemplated. Should there~~ be ~~any material changes in the projected use of proceeds in connection with this offering, we will issue an amended prospectus reflecting the new uses~~harmed.

InOver ~~all instances~~time, ~~after~~we ~~the effectiveness of this Registration Statement, the Company~~ will need ~~some amount of working capital~~ to ~~maintain~~hire ~~its~~additional ~~general~~qualified ~~existence~~personnel ~~and comply~~ with ~~its~~expertise ~~public~~in ~~reporting~~preclinical ~~obligations.~~testing, Inclinical ~~addition~~research toand ~~changing~~testing, ~~allocations~~government ~~because~~regulation, offormulation ~~the~~and ~~amount~~manufacturing ofand ~~proceeds~~sales ~~received,~~and wemarketing. ~~may~~We ~~change~~compete ~~the~~for ~~use~~qualified ofindividuals ~~proceeds~~with ~~because~~numerous ofbiopharmaceutical ~~required~~companies, ~~changes~~universities inand ~~our~~other ~~business~~research ~~plan~~institutions. ~~Investors~~Competition ~~should~~for ~~understand~~such ~~that~~individuals weis ~~have~~intense, ~~wide~~and ~~discretion~~we ~~over~~cannot ~~the~~be ~~use~~certain ofthat ~~proceeds.~~our ~~Therefore,~~search ~~management~~for ~~decisions~~such ~~may~~personnel ~~not~~will be insuccessful. ~~line~~Attracting ~~with~~and ~~the~~retaining ~~initial~~qualified ~~objectives~~personnel ~~of investors, who~~ will ~~have~~be ~~little~~critical ~~ability~~ to ~~influence~~our ~~these decisions~~success.

Risks Related to the Company’s Common Stock

There is a limited trading market for the Company’s common stock, and shareholders may have difficulty trading and obtaining quotations for our common stock.

The Company’s common stock is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is quoted on the OTCQB. There has been limited reported trading to date in our common stock. As a result, investors may find it difficult to dispose of, or to obtain accurate quotations of the price of, our securities. This severely limits the liquidity of the common stock, and may adversely affect the market price of our common stock. A limited market may also impair our ability to raise capital by selling shares of capital stock and may impair our ability to acquire other companies or assets by using common stock as consideration.

Our common stock is considered a “penny stock” and is subject to additional sale and trading regulations that may make it more difficult to buy or sell.

Our common stock, which is traded on the OTCQB is considered to be a “penny stock” and securities broker-dealers participating in sales of common stock will be subject to the “penny stock” regulations set forth in Rules 15g-2 through 15g-9 promulgated under the Exchange Act. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

~~THIS~~Table ~~OFFERING~~of Contents

WeAs ~~are~~an ~~offering~~issuer ~~for sale a total~~ of ~~500,000~~“penny ~~shares of common~~ stock ~~at a fixed price of $0.20 per share. There is no minimum number of shares that must be sold by us for this Offering to close~~,” ~~and we will retain~~ the ~~proceeds~~ ~~from~~protection ~~the~~provided ~~sale~~by ~~of any of~~ the ~~offered~~federal ~~shares~~securities ~~that~~laws ~~are~~relating ~~sold. This~~to ~~Offering is being conducted on a self~~forward-~~underwritten,~~looking ~~best~~statements ~~efforts~~does ~~basis, which means our existing officers will attempt to sell the shares. We do~~ not ~~have~~apply ~~an underwriter. This prospectus permits our officers~~ to ~~sell~~ the ~~shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell~~Company. Mr. Aquino intends to offer and sell the shares to friends, family members and business acquaintances. In offering the securities on our behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The intended methods of communication include, without limitation, the telephone, the Internet and personal contacts.

InAlthough ~~connection~~federal ~~with~~securities ~~AMI’s~~laws ~~selling~~provide ~~efforts in this Offering, our existing officers will not register as~~ a ~~broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “~~safe harbor” ~~provisions~~for ~~of SEC Rule 3a4~~forward-1,looking ~~promulgated~~statements ~~under~~made ~~the~~by ~~Exchange~~a ~~Act.~~public ~~Generally~~company ~~speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer~~ that ~~participate~~files inreports anunder ~~offering of~~ the ~~issuer’s~~federal securities. ~~Our~~laws, ~~existing~~this ~~officers~~safe ~~are~~harbor is not ~~subject~~available to ~~any~~issuers ~~statutory~~of ~~disqualification,~~penny asstocks. ~~that~~As ~~term is defined in Section 3(~~a~~)(39)~~ ofresult, the ~~Exchange~~Company ~~Act. Our existing officers~~ will not behave ~~compensated~~the inbenefit ~~connection~~of ~~with~~this ~~his~~safe ~~participation~~harbor protection in ~~this Offering by~~ the ~~payment~~event of ~~commissions~~any orlegal ~~other~~action ~~remuneration~~ based ~~either~~upon ~~directly~~a orclaim ~~indirectly~~that onthe ~~transactions~~material inprovided ~~our~~by ~~securities. Our existing officers are not, nor has he been within~~ the ~~past~~Company 12contained ~~months,~~ a ~~broker~~material ormisstatement ~~dealer,~~of ~~and~~fact heor iswas ~~not,~~misleading ~~nor~~in ~~has~~any hematerial ~~been~~respect ~~within~~because ~~the past 12 months, an associated person~~ of ~~a broker or dealer. At~~ the ~~end~~Company’s offailure ~~this~~to ~~Offering,~~include ~~Our~~any ~~existing~~statements ~~officers~~necessary ~~will continue~~ to ~~primarily~~make ~~perform substantial duties for~~ the ~~Company~~statements ornot ~~on its behalf otherwise than in connection with transactions in securities~~misleading. ~~Our~~Such ~~existing officers will not participate in selling~~ an ~~offering~~action ofcould ~~securities~~hurt ~~for~~our ~~any~~financial ~~issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii)~~condition.

~~The~~Our ~~proceeds~~management ~~from~~has ~~the~~significant ~~sale~~voting ofpower ~~the~~which ~~shares~~limits inthe ~~this~~influence ~~Offering will be payable to Law Offices~~ of ~~Jonathan~~other Dstockholders. Strum, Attorney-Client Escrow Account. AMI’s escrow agent, Jonathan D. Strum acts as our legal counsel and, therefore, may not be considered an independent third party. All subscription agreements and checks are irrevocable and should be delivered to The Law Offices of Jonathan D. Strum, at the address provided in the Subscription Agreement.

~~AMI~~Our ~~will~~officers ~~receive~~and ~~all~~directors ~~proceeds~~control ~~from~~a ~~the~~substantial ~~sale~~portion of ~~the~~our ~~500~~voting securities. Therefore,~~000~~ ~~shares~~our ~~being~~management ~~offered.~~may ~~The~~significantly ~~price~~affect ~~per~~the ~~share~~outcome isof ~~fixed~~all atcorporate ~~$0.20~~actions and decisions for ~~the~~an ~~duration~~indefinite period of ~~this~~time ~~Offering~~including election of directors, amendment of charter documents and approval of mergers and other significant corporate transactions.

~~All~~The ~~subscription~~Company ~~funds~~has ~~will~~not bepaid ~~held~~dividends in ~~a non-interest-bearing account pending~~ the ~~raising~~ ofpast ~~50% of~~and ~~this~~does ~~Offering.~~not ~~This~~expect ~~Offering will be completed upon the earlier of the Board of Directors ceasing~~ to ~~raise~~pay ~~funds~~dividends ~~or 180 days from~~ in the ~~effective~~foreseeable ~~date of this prospectus (or such earlier date when all 500,000 shares are sold), unless extended by our Board of Directors for an additional 180 days~~future. Any ~~There~~return ison noinvestment ~~minimum~~may ~~number of shares that must~~ be ~~sold.~~limited ~~All~~to ~~subscription~~the ~~agreements~~value ~~and checks for payment~~ of ~~shares~~the ~~are~~Company’s ~~irrevocable~~common stock.

~~The~~No ~~Company~~cash ~~will~~dividends ~~deliver~~have been paid on the Company’s common stock. ~~certificates~~We ~~attributable~~expect that any income received from operations will be devoted to ~~shares~~our offuture ~~common~~operations ~~stock~~and ~~purchased~~growth. ~~directly~~The Company does not expect to ~~the~~pay ~~purchasers~~cash ~~within~~dividends 14in ~~days~~the near future. Payment of dividends would depend upon our profitability at the ~~close~~time, ofcash ~~this~~available ~~Offering~~for orthose asdividends, ~~soon~~and ~~thereafter~~other factors as ~~practicable. The~~the Company’s ~~intends~~board toof ~~engage~~directors amay ~~transfer~~consider ~~agent~~relevant. toIf ~~assist~~the inCompany does not pay dividends, the ~~certification~~Company’s ~~and~~common ~~delivery~~stock ofmay be less valuable because a return on an investor’s investment will only occur if the ~~shares~~Company’s tostock ~~investors~~price appreciates.

WeBecause ~~have~~we ~~the~~became ~~right~~a topublic ~~accept~~by ormeans ~~reject~~of ~~subscriptions~~a inreverse ~~whole or in part~~acquisition, ~~for~~we ~~any~~may ~~reason~~not ~~or for no reason. All monies from rejected subscriptions will~~ be ~~returned~~able ~~immediately by us~~ to attract the ~~subscriber,~~attention ~~without~~of ~~interest~~brokerage ~~or deductions~~firms. ~~Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.~~

~~The~~Because ~~Offering~~we became public through a “reverse acquisition”, securities analysts of brokerage firms may ~~terminate~~not onprovide coverage of us since there is little incentive to brokerage firms to recommend the ~~earlier~~purchase of: our common stock.

i.Our ~~the~~certificate ~~date~~of ~~when~~incorporation ~~the~~allow ~~sale~~for our board to create new series of ~~all~~preferred ~~500,000~~stock ~~shares~~without isfurther ~~completed~~approval by our stockholders, orwhich could adversely affect the rights of the holders of our common stock.

iiOur Board of Directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board ~~determination~~of Directors has the authority to ~~cease~~issue up to 50,000,000 shares of our preferred stock without further stockholder approval. As a result, our Board of Directors could authorize the ~~Offering~~issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders. Although we have no present intention to issue any additional shares of preferred stock or to create any additional series of preferred stock, we may issue such shares in the future.

~~(iii)~~Commencing ~~180~~on ~~days from~~ the effective date of the registration statement of which this ~~document~~prospectus orforms ~~any~~a ~~extension~~part, ~~thereto~~there will be a significant number of shares of common stock eligible for sale, which could depress the market price of such shares.

Upon the effective date of the registration statement of which this prospectus forms a part, a large number of shares of common stock will be available for sale in the public market, which could harm the market price of the stock.

~~Please~~Table ~~refer to the sections~~ of ~~this prospectus entitled "Risk Factors" and "Dilution" before making an investment in this stock.~~Contents

~~DETERMINATION~~FORWARD-LOOKING ~~OF OFFERING PRICE~~STATEMENTS

~~The~~ Statements ~~Offering~~in ~~price~~this ofprospectus ~~the~~may ~~common~~be ~~stock~~“forward-looking ~~has~~statements.” ~~been~~Forward-looking ~~arbitrarily~~statements ~~determined~~include, ~~and~~but ~~bears~~are nonot ~~relationship~~limited to, ~~any~~statements ~~objective~~that ~~criterion~~express ofour ~~value.~~intentions, ~~The~~beliefs, ~~price~~expectations, ~~does~~strategies, ~~not~~predictions ~~bear~~or any ~~relationship~~other statements relating to our ~~assets~~future activities or other future events or conditions. These statements are based on current expectations, ~~book~~estimates ~~value~~and projections about our business based, ~~historical~~in ~~earnings~~part, oron ~~net~~assumptions ~~worth~~made by management. InThese ~~determining~~statements ~~the~~are ~~Offering~~not ~~price~~guarantees of future performance and involve risks, ~~management~~uncertainties ~~considered~~and ~~such~~assumptions ~~factors~~that asare ~~the~~difficult ~~prospects~~to predict. Therefore, ifactual ~~any~~outcomes and results may, ~~for~~and ~~similar~~are ~~companies~~likely to, ~~anticipated~~differ ~~results~~materially offrom ~~operations~~what is expressed or forecasted in the forward-looking statements due to numerous factors, ~~present~~including ~~financial~~those ~~resources~~described above under “Risk Factors,” and ~~the~~under ~~likelihood~~“Management’s Discussion and Analysis of ~~acceptance~~Financial Condition and Results of Operations” in this ~~Offering~~prospectus and in other documents which we file with the Securities and Exchange Commission (the “SEC”). NoIn ~~valuation~~addition, orsuch ~~appraisal~~statements ~~has~~could ~~been~~be ~~prepared~~affected ~~for~~by risks and uncertainties related to our ~~business.~~ability Weto ~~cannot~~raise ~~assure~~any ~~you~~financing ~~that~~which awe ~~public~~may ~~market~~require for our ~~securities~~operations, ~~will~~competition, ~~develop~~government orregulations ~~continue~~and orrequirements, ~~that~~pricing and development difficulties, our ability to make acquisitions and successfully integrate those acquisitions with our business, as well as general industry and market conditions and growth rates, and general economic conditions. Any forward-looking statements speak only as of the ~~securities~~date ~~will~~on ~~ever~~which ~~trade~~they atare amade, ~~price~~and ~~higher~~we ~~than~~do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the ~~Offering~~date ~~price~~of this prospectus, except as required under applicable securities laws.

~~DILUTION~~USE OF PROCEEDS

~~The~~We ~~historical~~will ~~net~~receive ~~tangible~~no book value as of November 30, 2011, was $13,312 or $0.0133 per share. Pro forma net tangible book value per share of common stock is $0.0622 per share and is equal to our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of November 30, 2011, as adjusted to give effect to the receipt of net proceeds from the sale of ~~500,000~~ shares of common stock ~~for~~offered ~~$79,988,~~by ~~which~~the ~~represents~~selling ~~net proceeds after deducting estimated offering expenses of $20,012. This represents an immediate increase of $0.0489 per share to existing~~ stockholders ~~and an immediate and substantial dilution of $0~~.~~1378~~ ~~per share~~However, orwe ~~approximately~~will ~~68.90%,~~generate toproceeds ~~new~~from ~~investors~~the ~~purchasing~~cash ~~our~~exercise ~~securities~~of ~~in this offering. Dilution in pro forma net tangible book value per share represents~~ the ~~difference~~warrants ~~between the amount per share paid~~ by ~~purchasers of shares of our common stock in this offering and~~ the ~~pro~~selling ~~forma~~stockholders, ~~net~~if ~~tangible~~any. ~~book~~We ~~value~~intend ~~per~~to ~~share~~use ofthose ~~our~~proceeds ~~common~~for ~~stock~~general ~~immediately~~corporate ~~following this offering~~purposes.

~~DIVIDEND~~SELLING ~~POLICY~~SECURITY HOLDERS

~~Since~~This ~~inception,~~prospectus werelates ~~have~~to ~~never~~the ~~paid~~offering ~~cash~~by orthe ~~any~~selling ~~other~~stockholders ~~form~~ of ~~dividend~~up ~~on our common stock. We do not anticipate paying cash dividends in the foreseeable future. Any future credit facilities might contain restrictions on our ability~~ to ~~declare~~14,842,148 ~~and~~shares ~~pay~~of ~~dividends on our~~ common stock~~. We plan to retain all earnings~~, ifincluding ~~any~~11,479,648 ~~for~~outstanding ~~the~~shares ~~foreseeable future for use in the operation of our business~~ and ~~to fund the pursuit of future growth. Future dividends~~3, ~~if any~~362,500 ~~will~~shares ~~depend~~issuable ~~on,~~upon ~~among~~exercise ~~other things, our results~~ of ~~operations,~~outstanding ~~capital requirements and on such other factors as our Board of Directors, in its discretion, may consider relevant~~warrants.

~~MARKET~~The ~~FOR~~following ~~SECURITIES~~table sets forth, based on information provided to us by the selling stockholders or known to us, the name of each selling stockholder, the nature of any position, office or other material relationship, if any, which the selling stockholder has had, within the past three years, with us or with any of our predecessors or affiliates, and the number of shares of our common stock beneficially owned by the stockholder before this offering. The number of shares owned are those beneficially owned, as determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares of common stock as to which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement. Except as set forth below, none of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer.

~~There~~We ~~is no established public market for our common stock, and a public market may never develop. If we become able to~~ have ~~our~~assumed all shares of common stock ~~quoted~~reflected on the ~~OTCBB,~~table we will ~~then~~be ~~try,~~sold ~~through~~from atime ~~broker-dealer and its clearing firm,~~ to ~~become~~time ~~eligible~~in ~~with~~ the ~~Depository~~offering ~~Trust~~covered ~~Company~~by ~~("DTC")~~this ~~to permit our shares to trade electronically~~prospectus. Because Ifthe anselling ~~issuer~~stockholders ismay ~~not~~offer ~~“DTC-eligible,”~~all ~~then~~or ~~its~~any ~~shares~~portions ~~cannot~~of ~~be electronically transferred between brokerage accounts. This means that~~ the shares of acommon ~~company~~stock ~~can~~listed ~~only~~in bethe ~~traded~~table ~~manually between accounts~~below, ~~which~~no ~~takes~~estimate ~~days~~can ~~and~~be isgiven ~~not~~as ~~a realistic option for companies relying on broker dealers for stock transactions. While DTC-eligibility is not a requirement~~ to ~~trade on~~ the ~~OTCBB,~~amount ~~electronic~~of ~~trading~~those isshares ~~necessary~~of tocommon ~~process trades on the OTCBB if a company’s~~ stock iscovered ~~going~~by tothis ~~trade~~prospectus ~~with significant volume. There are no assurances~~ that ~~our shares~~ will ~~ever~~be ~~become~~held ~~DTC-eligible~~by ~~or,~~the ifselling ~~they~~stockholders ~~do,~~upon ~~how~~the ~~long~~termination itof ~~will~~the ~~take~~offering.

There is no AMI common equity subject to outstanding options or warrants to purchase or securities convertible into our common equity. Also, all current shares of our outstanding common stock are held by Mr. Aquino, our President and a Director (100,000 shares) and Daniel Hochster our Secretary and a Director (900,000 shares). In general, under Rule 144, a holder of restricted common shares who is an affiliate at the time of the sale or any time during the three months preceding the sale can resell shares, subject to the restrictions described below.

IfTable we have been a public reporting company under the Exchange Act for at least 90 days immediately before the sale, then at least six months must have elapsed since the shares were acquired from us or one of our affiliates, and we must remain current in our filings for an additional period of six months; in all other cases, at least one year must have elapsed since the shares were acquired from us or one of our affiliates.Contents

The number of shares sold by such person within any three-month period cannot exceed the greater of:

Selling Stockholder	Number of Shares Beneficially Owned Before Offering		Number of Shares Offered			Number of Shares Beneficially Owned After Offering (1)		Percentage of Shares Beneficially Owned After Offering
Alpha Capital Anstalt (2)		2,625,000		2,625,000	(3)		0		0
Norman Rosen		375,000		375,000	(4)		0		0
Sable Ridge Capital Opportunity Fund LP (5)		1,405,798		1,405,798	(6)		0		0
Sandor Capital Master Fund LP (7)		2,812,500		2,812,500	(8)		0		0
Paradox Capital Partners LLC (9)		375,000		375,000	(4)		0		0
Barry Honig		562,500		562,500	(10)		0		0
Ellis International LTD (11)		375,000		375,000	(4)		0		0
Jonathan Honig		375,000		375,000	(4)		0		0
Hope Adams C/F Sara Adams		375,000		375,000	(4)		0		0
Jill Strauss		187,500		187,500	(12)		0		0
Darrin Ocasio (13)		782,740		782,740	(14)		0		0
Redchip Companies, Inc. (15)		856,480		856,480	(25)		0		0
Palladium Capital Advisors LLC (16)		150,000		150,000	(17)		0		0
Douglas Cole (18)		594,240		201,200	(19)		0		0
David Riedel (20)		394,240		394,240	(19)		0		0
Granite Lake LLC (21)		393,040		393,040	(19)		0		0
Stetson Capital Investments, Inc. (22)		18,298		18,298	(23)		0		0
Total CFO, LLC (24)		329,167		329,167	(25)		0		0
Paul Frankel		535,400		535,400	(26)		0		0
Murray Tarnapoll		856,641		856,641	(26)		0		0
Howard Muehlgay		142,775		142,775	(26)		0		0
Jacob Kohn		571,094		571,094	(26)		0		0
Joe Eisenberger		142,775		142,775	(26)		0		0

·* 1%Less ofthan ~~the total number of our common shares then outstanding; or~~1%.

·(1) ~~The~~Based ~~average~~on ~~weekly~~81,880,963 ~~trading~~shares ~~volume~~ of ~~our~~ common ~~shares~~stock ~~during~~outstanding ~~the~~as ~~four~~of ~~calendar~~July ~~weeks preceding the date on which notice on Form 144 with respect to the sale is filed with the SEC (or~~15, if Form 144 is not required to be filed, the four calendar weeks preceding the date the selling broker receives the sell order) This condition is not currently available to the Company because its securities do not trade on an exchange2014.

~~Conditions~~(2) ~~relating~~Konrad toAckermann ~~the~~has ~~manner~~voting ofand ~~sale,~~dispositive ~~notice~~power ~~requirements~~over ~~(filing of Form 144 with~~ the ~~SEC)~~securities ~~and~~of the ~~availability~~Company ofheld ~~public~~by ~~information~~the ~~about~~selling ~~us must also be satisfied~~stockholder.

~~All~~(3) ofIncludes ~~the~~1,750,000 ~~presently~~ outstanding shares ~~of our common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be~~ sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amending Rule 144 which have become effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a “shell company” as defined in ~~Rule 405 of~~ the ~~Securities~~Private ~~Act~~Placement and ~~Rule~~875,000 ~~12b-2~~shares ofissuable ~~the~~upon ~~Exchange~~exercise Act ceases to be a “shell company” and files a Form 8-K addressing Item 5.06 with such information as may be required in a Form 10 Registration Statement with the SEC before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of ~~securities~~warrants on Form 10 under the Exchange Act. Under the amended Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or a company that was at anytime previously a reporting or non-reporting shell company, can only be resold sold in ~~reliance on Rule 144 if~~ the ~~following~~Private ~~conditions are met:~~Placement.

1.(4) ~~the~~Includes ~~issuer~~250,000 ofoutstanding ~~the~~shares ~~securities~~sold ~~that~~in ~~was~~the ~~formerly~~Private aPlacement ~~reporting~~and or125,000 ~~non-reporting~~shares ~~shell~~issuable ~~company~~upon ~~has~~exercise ~~ceased~~of towarrants besold ain ~~shell~~the ~~company;~~Private Placement.

2.(5) ~~the~~Eric ~~issuer~~Weisblum ofhas ~~the~~voting ~~securities~~and isdispositive ~~subject~~power toover the ~~reporting~~securities ~~requirements~~ of ~~Section~~the 13Company orheld ~~15(d)~~by of the ~~Exchange~~selling ~~Act;~~stockholder.

3.(6) ~~the~~Includes ~~issuer~~(i) of925,000 ~~the~~outstanding ~~securities~~shares ~~has~~sold ~~filed~~in ~~all~~the ~~reports~~Private ~~and~~Placement, ~~material required to be filed under Section 13 or 15~~(dii) ~~of the Exchange Act~~462,500 asshares ~~applicable,~~issuable ~~during~~upon ~~the~~exercise ~~preceding~~of ~~twelve~~warrants ~~months~~sold ~~(or~~in ~~shorter period that~~ the ~~Issuer~~Private ~~was~~Placement, ~~required~~and to(iii) ~~file~~18,298 ~~such~~outstanding ~~reports~~shares ~~and~~issued ~~materials),~~in ~~other~~exchange ~~than~~for ~~Form~~the ~~8-K~~cancellation ~~reports;~~of ~~and~~debt.

4.(7) atJohn ~~least~~S. ~~one~~Lemak ~~year~~ has ~~elapsed~~voting ~~from~~and ~~the~~dispositive ~~time~~power over the ~~issuer~~securities ~~filed~~of the ~~current~~Company ~~Form~~held ~~10-type~~by ~~information with~~ the ~~SEC~~selling ~~reflecting its status as an entity that is not a shell company~~stockholder.

At(8) ~~the~~Includes ~~present time~~1, ~~we are classified as a “shell company” under Rule 405 of the Securities Act Rule 12b-2 of the Exchange Act. As such~~875,000 ~~all~~outstanding ~~restricted~~shares ~~securities~~sold ~~presently held by our stockholders may not be resold~~ in ~~reliance on Rule 144 until: (1) we file a Form 8-K addressing Item 5.06 with such information as may be required in a Form 10 Registration Statement with~~ the ~~SEC~~Private ~~when~~Placement weand ~~cease~~937,500 toshares beissuable aupon ~~“shell~~exercise ~~company”; (2) we have filed all reports as required by Section 13 and 15(d)~~ of ~~the~~warrants ~~Securities~~sold in ~~Act for twelve consecutive months; and (3) one year has elapsed from~~ the ~~time~~Private ~~we file the Form 8-K with the SEC reflecting our status as an entity that is not a shell company~~Placement.

~~Current~~(9) ~~Public~~Harvey ~~Information~~Kesner has voting and dispositive power over the securities of the Company held by the selling stockholder. Mr. Kesner is a partner at Sichenzia Ross Friedman Ference LLP, counsel to the Company.

In(10) ~~general~~Includes 375,000 ~~for~~outstanding ~~sales~~shares bysold ~~affiliates~~in ~~and non-affiliates,~~ the ~~satisfaction~~Private ofPlacement ~~the~~and ~~current~~187,500 ~~public~~shares ~~information~~issuable ~~requirement~~upon ~~depends~~exercise onof ~~whether~~warrants wesold ~~are~~in ~~a public reporting company under~~ the ~~Exchange~~Private ~~Act:~~Placement.

(11) Martin Chopp has voting and dispositive power over the securities of the Company held by the selling stockholder.

(12) Includes 125,000 outstanding shares sold in the Private Placement and 62,500 shares issuable upon exercise of warrants sold in the Private Placement.

(13) The selling stockholder is counsel to the Company.

·Table Ifof we have been a public reporting company for at least 90 days immediately before the sale, then the current public information requirement is satisfied if we have filed all periodic reports (other than Form 8-K) required to be filed under the Exchange Act during the 12 months immediately before the sale (or such shorter period as we have been required to file those reports).Contents

·(14) IfIncludes ~~we have not been a public reporting company for at least 90 days immediately before the sale~~620,240 ~~then~~outstanding ~~the~~shares ~~requirement~~and ~~is satisfied if specified types of basic information about us (including our business~~162,500 ~~management~~shares ~~and~~issuable ~~our~~upon ~~financial~~exercise ~~condition and results~~ of ~~operations) are publicly available~~warrants, ~~typically~~issued byfor ~~means of issuing periodic press releases~~services.

~~However,~~(15) noDavid ~~assurance~~Gentry ~~can~~has bevoting ~~given~~and asdispositive ~~to:~~power over the securities of the Company held by the selling stockholder. The selling stockholder provides investor relations services for the Company.

·(16) Joel Padowitz has voting and dispositive power over the ~~likelihood~~securities of the Company held by the selling stockholder. The selling stockholder is a ~~market~~broker-dealer ~~for~~and ~~our~~is ~~common~~the underwriter of the shares ~~developing,~~offered by it.

·(17) ~~the~~Includes ~~liquidity~~100,000 ofoutstanding ~~any~~shares ~~such~~and ~~market~~50,000 shares issuable upon exercise of warrants, issued for placement agent services.

·(18) ~~the~~The ~~ability~~selling stockholder is an affiliate of a broker-dealer. The selling stockholder acquired the ~~shareholders~~securities toin ~~sell~~the ordinary course of business and at the ~~shares~~time of such acquisition, did not have any agreements, plans or understandings, directly or indirectly, with any person to distribute the securities. The selling stockholder is a former director of the Company.

·(19) ~~the~~Represents ~~prices~~outstanding ~~that~~shares ~~shareholders~~issued ~~may obtain~~ for ~~any~~placement ofagent ~~the shares~~services.

No(20) ~~prediction~~The ~~can~~selling bestockholder ~~made~~is asan toaffiliate ~~the~~of ~~effect,~~a ifbroker-dealer. ~~any,~~The ~~that~~selling ~~future~~stockholder ~~sales~~acquired ofthe ~~shares~~securities orin the ~~availability~~ordinary course of ~~shares~~business ~~for~~and ~~future~~at ~~sale will have on~~ the ~~market price prevailing from~~ time ~~to time. Sales~~ of ~~substantial~~such ~~amounts of our common shares~~acquisition, ordid ~~the~~not ~~perception~~have ~~that~~any ~~such~~agreements, ~~sales~~plans ~~could~~or ~~occur~~understandings, ~~may~~directly ~~adversely~~or ~~affect~~indirectly, ~~prevailing~~with ~~market~~any ~~prices~~person ofto distribute the ~~common shares~~securities.

~~MANAGEMENT'S~~(21) ~~DISCUSSION~~Douglas ~~AND~~Cole ~~ANALYSIS~~has ORvoting ~~PLAN~~and OFdispositive ~~OPERATION~~power over the securities of the Company held by the selling stockholder. The selling stockholder is an affiliate of a broker-dealer. The selling stockholder acquired the securities in the ordinary course of business and at the time of such acquisition, did not have any agreements, plans or understandings, directly or indirectly, with any person to distribute the securities.

~~Operations~~(22) John Stetson has voting and dispositive power over the securities of the Company held by the selling stockholder.

~~We were incorporated on November 14, 2011. Our business activity through November 30, 2011 involved incorporation efforts, planning and research of~~ (i23) ~~potential~~Represents ~~clients~~outstanding inshares ~~the~~issued ~~Gerona~~in ~~area~~exchange ~~and (ii) cost evaluation~~ for ~~acquiring rice~~the ~~milling~~cancellation ~~machines, as well as preparation~~ of ~~this Offering~~debt. ~~We incurred minor costs to research the market and failed to earn any revenue for rice milling activities for the period ended December 28, 2011.~~

We(24) ~~are~~Dale aPhillips ~~development~~has ~~stage~~voting ~~company~~ and ~~have~~dispositive ~~extremely~~power ~~limited~~over ~~financial~~securities ~~resources. We have not established a source~~ of ~~equity~~the orCompany ~~debt~~held ~~financing.~~by ~~Our independent registered public accounting firm has included an explanatory paragraph in its report emphasizing~~ the ~~uncertainty~~selling ~~of our ability to remain a going concern~~stockholder. WeThe ~~will~~selling ~~rice~~stockholder ~~milling~~provides ~~activities.~~accounting ~~Our principal sources of revenue are anticipated to occur following the purchase of a rice mill and shall be from the sale of our rice milling~~ services to ~~farmers in~~ the ~~Gerona~~Company.

~~Our~~(25) ~~plan~~Represents tooutstanding ~~continue~~shares asissued afor ~~going concern is to reach the point where we begin generating sufficient revenue from our rice milling~~ services ~~to meet all of our obligations on a timely basis~~. ~~In the early stages of our operations we intend to keep costs to a minimum.~~

·(26) InRepresents ~~Dec/~~Acquisition ~~January~~Shares ~~2012~~issued wepursuant ~~will locate suitable land on which~~ to ~~build~~the ~~our~~Merger ~~rice milling facility~~Agreement.

· In March 2012 we hope to complete our offering

· In March 2012 we will negotiate to purchase our rice milling machinery with a focus on purchasing a Philippine made rice mill. In addition, we will develop the construction plans for a 1000 sq foot warehouse in which we will safeguard our rice milling machinery.

· In April-May we plan to construct the warehouse facility

· In the end of May/June we hope to purchase the rice mill machinery and install it in our newly constructed warehouse, we also plan on negotiating fixed prices for logistics/transportation with independent taxis in the town of Gerona.

· In June-September we plan to start marketing our service to rice farmers

· First harvest is in September – during this time we intend to implement our rice milling services for local farmers.

·Table ~~September – December – we will conduct our business~~ of ~~rice milling and anticipate we will have income at this point in time.~~Contents

InPLAN ~~second~~OF ~~half of 2013 we plan on purchasing an additional rice mill in order to double capacity.~~DISTRIBUTION

~~Other~~Each selling stockholder and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of its shares of common stock on the OTCQB or any other stock exchange, market or trading facility on which our shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling shares:

As· aordinary ~~corporate~~brokerage ~~policy,~~transactions weand ~~will~~transactions ~~not~~in ~~incur~~which ~~any~~the ~~cash~~broker-dealer ~~obligations~~solicits ~~that~~purchasers; we· ~~cannot~~block ~~satisfy~~trades ~~with~~in ~~known~~which ~~resources,~~the ofbroker-dealer ~~which~~will ~~there~~attempt ~~are~~to ~~currently~~sell ~~none~~the ~~except~~shares as ~~described~~agent inbut ~~“Liquidity”~~may ~~below~~position orand ~~elsewhere~~resell ina ~~this~~portion ~~prospectus.~~of Wethe ~~believe~~block ~~that~~as ~~the~~principal ~~perception~~to ~~that~~facilitate ~~many~~the ~~people~~transaction; ~~have~~· ofpurchases by a ~~public~~broker-dealer ~~company~~as ~~make~~principal itand ~~more~~resale ~~likely~~by ~~that~~the ~~they~~broker-dealer ~~will~~for ~~accept~~its ~~restricted~~account; ~~securities~~· ~~from~~an aexchange ~~public~~distribution ~~company~~in asaccordance ~~consideration~~with ~~for~~the ~~indebtedness~~rules toof ~~them~~the ~~than~~applicable ~~they~~exchange; ~~would~~· ~~from~~privately anegotiated ~~private~~transactions; ~~company.~~· Wesettlement ~~have~~of ~~not~~short ~~performed~~sales ~~any~~entered ~~studies~~into after the effective date of ~~this~~the ~~matter.~~registration ~~Our~~statement ~~conclusion~~of iswhich ~~based~~this onprospectus ~~our~~is ~~own~~a ~~observations.~~part; ~~However,~~· ~~there~~broker-dealers ~~can~~may beagree nowith ~~assurances~~the ~~that~~selling westockholders ~~will~~to besell ~~successful~~a inspecified ~~any~~number of ~~those~~such ~~efforts~~shares ~~even~~at ifa westipulated ~~are~~price aper ~~public~~share; ~~entity.~~· ~~Additionally,~~Through ~~issuance~~the writing or settlement of ~~restricted~~options ~~shares~~or ~~would~~other ~~necessarily~~hedging ~~dilute~~transactions, ~~the~~whether ~~percentage~~through an options exchange or otherwise; · a combination of ~~ownership~~any ~~interest~~such methods of ~~our~~sale; ~~stockholders~~or · any other method permitted pursuant to applicable law.

~~Liquidity~~The selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

WeIn ~~will~~addition, ~~pay~~the ~~all~~selling ~~costs~~stockholders ~~relating~~may totransfer ~~this~~the ~~Offering~~shares ~~estimated~~of atcommon ~~$20,000~~stock by other means not described in this prospectus. ~~This~~If ~~amount~~the ~~will~~selling bestockholders ~~paid~~effect assuch ~~and~~transactions ~~when~~by ~~necessary~~selling ~~and~~shares ~~required~~of common stock to or ~~otherwise~~through ~~accrued~~underwriters, onbroker-dealers ~~our~~or ~~books~~agents, ~~and~~such ~~records~~underwriters, ~~until~~broker-dealers weor ~~are~~agents ~~able~~may toreceive ~~pay~~commissions in the ~~full~~form ~~amount~~of ~~due~~discounts, ~~either~~concessions or commissions from ~~revenues~~the selling stockholders or ~~loans~~commissions ~~providing~~from ~~sufficient~~purchasers ~~capital.~~of ~~Absent~~the ~~sufficient~~shares ~~revenues~~of common stock for whom they may act as agent or to ~~pay~~whom ~~these~~they ~~amounts~~may ~~within~~sell ~~six~~as ~~months~~principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the ~~date~~types of ~~this~~transactions ~~prospectus~~involved). In connection with sales of the shares of common stock or otherwise, wethe selling stockholders may ~~need~~enter tointo ~~seek~~hedging ~~additional~~transactions ~~financing~~with ~~sources~~broker-dealers, towhich ~~cover~~may in turn engage in short sales of the ~~balance~~shares of ~~outstanding~~common ~~professional~~stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and ~~related~~deliver ~~fees~~shares ~~relating~~of tocommon ~~our~~stock covered by this prospectus to ~~the~~close ~~extent~~out ~~that~~short positions and to return borrowed shares in connection with such ~~liabilities~~short ~~cannot~~sales. beThe ~~extended~~selling stockholders may also loan or ~~satisfied~~pledge inshares ~~other~~of ~~ways~~common ~~and~~stock ~~our~~to ~~professionals~~broker-dealers ~~insist~~that ~~upon~~in ~~payment,~~turn ~~and~~may ~~for~~sell ~~continued~~such ~~operations~~shares.

~~Since~~The ~~incorporation,~~selling ~~most~~stockholders ofmay ~~our~~pledge ~~resources~~or ~~and~~grant ~~work~~a ~~have~~security ~~been~~interest ~~devoted~~in tosome ~~planning~~or ~~our~~all ~~business,~~of ~~implementing~~the ~~systems~~shares ~~and~~of ~~controls,~~common ~~and~~stock ~~completing~~owned ~~our~~by ~~registration~~them ~~statement.~~and, ~~When~~if ~~those~~they ~~procedures~~default ~~are~~in ~~done,~~the ~~which~~performance weof ~~believe~~their ~~will~~secured ~~occur~~obligations, ~~over~~ the ~~next~~pledgees ~~two~~or ~~months,~~secured weparties ~~will~~may ~~begin~~offer ~~work~~and tosell ~~update~~the ~~and~~shares ~~enhance~~of ~~our~~common ~~rice~~stock ~~milling~~from ~~project.~~time Weto ~~will~~time ~~then~~pursuant ~~need~~ to ~~begin~~this ~~introductory~~prospectus ~~marketing~~or toany ~~attract~~amendment ~~farmers~~ to ~~use~~this ~~our~~prospectus ~~rice~~under ~~milling~~Rule ~~facilities.~~424(b)(3) Weor ~~believe~~other ~~that~~applicable ~~the~~provision ~~cost~~ of the ~~work~~Securities ~~needed~~Act ~~to complete and open our rice milling facility will range from US$30~~amending,~~941~~ ~~for~~if ~~one operating rice mill on our chosen sight and an additional cost of approximately US$1~~necessary,~~000~~ ~~for~~the ~~two~~list ~~months~~ of ~~preparation. If~~selling westockholders ~~are unable~~ to ~~raise~~include ~~any~~the ~~funds~~pledgee, ~~the~~transferee ~~cash~~or ~~costs~~other ~~would~~successors ~~have~~in tointerest beas ~~provided~~selling bystockholders ~~our~~under ~~President~~this toprospectus. ~~the~~The ~~extent~~selling ~~that~~stockholders healso ismay ~~capable~~transfer ofand ~~providing~~donate ~~funds.~~the ~~Our~~shares ~~goal~~of ~~would~~common bestock toin ~~have~~other ~~our~~circumstances ~~rice~~in ~~mill up~~which ~~and~~case ~~running~~the ~~within~~transferees, ~~one year~~donees, ~~but~~pledgees ~~there~~or isother nosuccessors ~~way~~in ofinterest ~~estimating~~will ~~what~~be the ~~likelihood~~selling ofbeneficial ~~achieving~~owners ~~that~~for ~~goal~~purposes ~~would~~of bethis prospectus.

Private capital, if sought, will be sought from former business associates of our founder or private investors referred to us by those business associates. To date, we have not sought any funding source and have not authorized any person or entity to seek out funding on our behalf. If a market for our shares ever develops, of which there can be no assurances, we may use restricted shares of our common stock to compensate employees, consultants or independent contractors wherever possible. We cannot predict the likelihood or source of raising capital or funds that may be needed to complete the sites that we have acquired.

We have embarked upon an effort to become a public company and, by doing so, have incurred and will continue to incur additional significant expenses for legal, accounting and related services. Once we become a public entity, subject to the reporting requirements of the Exchange Act of '34, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate that these costs will range up to $50,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because our overall business volume will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 until we exceed $75 million in market capitalization. These obligations will reduce our ability and resources to expand our business. We hope to be able to use our status as a public company to increase our ability to use non-cash means of settling obligations and compensate independent contractors who provide professional services to us, although there can be no assurances that we will be successful in any of those efforts. We will reduce the compensation levels paid to management if there is insufficient cash generated from operations to satisfy these costs.

AsTable of December 31, 2011, we owed $188 in connection with organizational costs which may be converted into an interest-free demand loan from our President . The proceeds were used for basic working capital purposes.Contents

~~Recently~~To ~~Issued~~the ~~Accounting~~extent ~~Pronouncements~~required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

InThere ~~February~~can ~~2010,~~be ~~the~~no ~~FASB~~assurance ~~issued~~that ~~Accounting~~any ~~Standards~~selling ~~Update~~stockholder ~~(“ASU”)~~will ~~No.~~sell ~~2010-09,~~any ~~Amendments~~or toall ~~Certain~~of ~~Recognition and Disclosure Requirements (“ASU 2010-09”), which is included in~~ the ~~FASB~~shares ~~Accounting~~of ~~Standards~~common ~~Codification~~stock ~~(the~~registered ~~“ASC”)~~pursuant ~~Topic 855 Subsequent Events. ASU 2010-09 clarifies that an SEC filer is required~~ to ~~evaluate subsequent events through~~ the ~~date~~registration ~~that~~statement, ~~the financial statements are issued. ASU 2010-09 is effective upon the issuance~~ of ~~the~~which ~~final~~this ~~update~~prospectus ~~and~~forms ~~did not have~~ a ~~significant impact on the Company’s financial statements~~part.

InThe ~~December~~selling ~~2009,~~stockholders ~~the~~and ~~FASB~~any ~~issued~~other ~~guidance~~person ~~now~~participating ~~codified~~in assuch ~~ASC~~distribution ~~105,~~will ~~Generally~~be ~~Accepted~~subject ~~Accounting~~to ~~Principles~~applicable asprovisions of the ~~single~~Exchange ~~source~~Act, ofand ~~authoritative~~the ~~accounting~~rules ~~principles~~and ~~recognized~~regulations bythereunder, ~~the~~including, ~~FASB~~without limitation, to bethe ~~applied~~extent byapplicable, ~~nongovernmental~~Regulation ~~entities~~M inof the ~~preparation~~Exchange Act, which may limit the timing of ~~financial~~purchases ~~statements~~and insales ~~conformity~~of ~~with~~any ~~U.S.~~of ~~GAAP,~~the ~~aside~~shares ~~from~~of ~~those~~common ~~issued~~stock by the ~~SEC. ASC~~selling ~~105~~stockholders ~~does~~and ~~not~~any ~~change~~other ~~current~~participating Uperson.S. ~~GAAP~~To the extent applicable, ~~but~~Regulation isM ~~intended~~may toalso ~~simplify~~restrict ~~user~~the ~~access~~ability toof ~~all~~any ~~authoritative~~person ~~U.S.~~engaged ~~GAAP~~in bythe ~~providing~~distribution ~~all~~of ~~authoritative~~the ~~literature~~shares ~~related~~of tocommon astock ~~particular~~to ~~topic~~engage in ~~one~~market-making ~~place. The~~activities ~~adoption~~with respect to the shares of ~~ASC~~common ~~105~~stock. ~~did~~All ~~not~~of ~~have~~the aforegoing ~~material~~may ~~impact~~affect onthe marketability of the ~~Company’s~~shares ~~financial~~of ~~statements,~~common ~~but~~stock ~~did~~and ~~eliminate~~the ~~all~~ability ~~references~~of any person or entity to ~~pre~~engage in market-~~codification~~making ~~standards~~activities with respect to the shares of common stock.

We ~~have~~will ~~implemented~~pay all ~~new~~expenses ~~accounting~~of ~~pronouncements~~the ~~that~~registration ~~are~~of inthe ~~effect~~shares and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of ~~operations~~common stock.

~~Critical~~Once ~~Accounting~~sold ~~Policies~~under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

~~The~~DESCRIPTION ~~preparation~~OF ofSECURITIES ~~financial~~TO ~~statements~~BE and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.REGISTERED

AnThe ~~accounting~~Company’s ~~policy~~authorized iscapital ~~considered~~stock toconsists beof ~~critical~~250,000,000 ifshares itof ~~requires~~common anstock, ~~accounting~~par ~~estimate~~value toof be$0.0001 ~~made~~per ~~based on assumptions about matters that are highly uncertain at the time the estimate is made~~share, and ~~if different estimates that reasonably could have been used~~50,000,000 orshares ~~changes~~of inpreferred ~~the accounting estimates that are reasonably likely to occur periodically~~stock, ~~could~~par ~~materially~~value ~~impact~~of ~~the~~$0.0001 ~~financial~~per ~~statements~~share.

~~Financial~~Holders ~~Reporting~~of ~~Release~~the ~~No. 60~~Company’s ~~requires~~common ~~all~~stock ~~companies~~are entitled to ~~include~~one avote ~~discussion~~for ofeach ~~critical~~share ~~accounting~~on ~~policies~~all ormatters ~~methods~~submitted ~~used~~to ina ~~the~~stockholder ~~preparation~~vote. Holders of ~~financial~~common ~~statements~~stock do not have cumulative voting rights. Therefore, ~~There~~holders ~~are~~of noa ~~critical~~majority ~~policies~~of orthe ~~decisions~~shares ~~that~~of ~~rely~~common onstock ~~judgments~~voting ~~that~~for ~~are~~the ~~based~~election onof ~~assumptions~~directors ~~about~~can ~~matters~~elect ~~that~~all ~~are~~of ~~highly~~the ~~uncertain~~directors. Holders atof the ~~time~~majority of the ~~estimate~~issued isand ~~made.~~outstanding ~~Note~~shares 2the Company’s common stock are necessary to ~~the~~constitute ~~financial~~a ~~statements,~~quorum ~~included~~at ~~elsewhere~~any inmeeting ~~this~~of ~~prospectus,~~our ~~includes~~stockholders. A vote by the holders of a ~~summary~~majority of the ~~significant~~Company’s ~~accounting~~outstanding ~~policies~~shares ~~and~~is ~~methods~~required ~~used~~to ineffectuate ~~the~~certain ~~preparation~~fundamental ofcorporate ~~our~~changes ~~financial~~such ~~statements~~as liquidation, merger or an amendment to the Company’s certificate of incorporation.

~~Seasonality~~Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock.

~~There~~The isCompany’s acertificate ~~seasonal~~of ~~trend~~incorporation inauthorize ~~our~~the ~~business. There~~issuance ~~are~~of ~~generally~~50,000,000 ~~two~~shares ~~rice~~of ~~harvests~~“blank ~~per~~check” ~~year~~preferred stock, par value $0. ~~September~~0001 -per ~~December~~share, ~~and~~in ~~March-May~~one or more series, subject to any limitations prescribed by law, without further vote or action by the stockholders. ~~Initially~~ Each such series of preferred stock shall have such number of shares, ~~our~~designations, ~~income~~preferences, voting powers, qualifications, and ~~activity~~special ~~will~~or relative rights or privileges as shall be ~~heavily~~determined ~~based~~by onour ~~those~~board ~~two~~of ~~three~~directors, ~~month~~which ~~periods~~may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.

~~Off-Balance~~DESCRIPTION ~~Sheet~~OF ~~Arrangements~~BUSINESS

WeBackground ~~have~~and noRecent off-balance sheet arrangements, as defined in Item 313(a)(4)(ii) of Regulation S-K, or obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.Developments

~~BUSINESS~~Table of Contents

WeOn ~~were~~December ~~incorporated~~13, ~~under~~2013 (the ~~laws~~“Closing ofDate”), the ~~State~~Company ofentered ~~Delaware~~into onand ~~November~~closed ~~14,~~an ~~2011. We~~Agreement ~~intend~~and toPlan ~~purchase~~of ~~rice~~Merger ~~milling~~(the ~~equipment~~“Merger ~~and~~Agreement”), ~~commence~~with ~~our~~AVT ~~rice milling operations in March~~Acquisitions, ~~2012~~Inc., ~~The~~a ~~Company~~Delaware ~~issued 1,000,000~~corporation ~~shares~~and ofa ~~its~~wholly-owned ~~common~~subsidiary ~~stock~~of tothe ~~its~~Company ~~President~~ (~~100,000~~the ~~shares~~“Subsidiary”) and ~~Secretary~~Advanced ~~(900~~Vaccine Therapeutics,~~000~~ ~~shares)~~Inc., ata ~~inception~~Delaware incorporation ~~exchange~~(formerly ~~for~~known ~~$18,000.~~as WeAV ~~are~~Therapeutics, aInc.) ~~development~~(“AVT”). ~~stage~~Pursuant ~~company~~to ~~and~~the ~~have~~Merger ~~limited~~Agreement, ~~financial~~(i) ~~resources.~~the WeSubsidiary ~~have~~merged ~~not~~into ~~established~~AVT, orsuch ~~attempted~~that toAVT ~~establish~~became a ~~source~~wholly-owned subsidiary of ~~equity~~the orCompany, ~~debt~~and ~~financing.~~(ii) ~~Our~~the ~~auditors~~Company ~~indicated~~issued in58,000,000 ~~their~~shares ~~Report~~(the on“Acquisition ~~our~~Shares”), ~~Financial~~of ~~Statements that “~~the Company’s ~~has~~common ~~not~~stock ~~established~~to athe ~~source~~shareholders of ~~revenue~~AVT, orin ~~financing,~~exchange ~~which~~for ~~raises~~the ~~substantial~~cancellation ~~doubt~~of ~~about~~all ~~its~~of ~~ability~~the toissued ~~continue~~and asoutstanding ashares ~~going~~of ~~concern~~common stock of AVT.”

WeIn ~~will~~connection ~~derive~~with ~~revenue from~~ the ~~marketing~~Merger ofAgreement, ~~our~~in ~~intended rice milling services. In~~ addition, weto ~~may~~the ~~derive revenue from rice farming related services.~~foregoing:

~~The~~(i) Effective ~~principal~~on ~~services~~the ~~that~~Closing weDate, ~~will~~70,000,000 ~~provide~~shares ~~will~~of becommon ~~rice~~stock ~~milling~~were ~~services~~returned ~~for~~to ~~local~~the ~~farmers~~Company infor ~~Gerona,~~cancellation ~~Philippines~~(the “Share Cancellation”).

~~Location~~(ii) Effective on the Closing Date, Mr. Doug Cole resigned as an officer of ~~Rice~~the ~~milling~~Company. ~~facility~~Mr. Cole resigned as a director of the Company on February 5, 2014. In addition, the following individuals were appointed as executive officers and directors of the Company:

WeName ~~intend~~Title ~~for~~Abraham ~~our~~Mittelman ~~rice~~Chief ~~milling~~Executive ~~facility~~Officer, toChief beFinancial ~~located~~Officer, onChairman aMorton ~~suitable~~Coleman ~~plot~~Vice ofPresident ~~land~~Robert Pollock President, inChief ~~Pinasling~~Operating ~~Gerona~~Officer RajTiwari Chief Scientific Officer, ~~Tarlac~~Director inDebabrata ~~the~~Banerjee ~~Philippines.~~Clinical Development Officer Jan Geliebter Secretary

~~Gerona~~(iii) On isDecember ~~a 2nd class municipality in the province of Tarlac~~19, ~~Philippines. It has a population of 72~~2013,~~618~~ ~~people in 15,769 households. Gerona has a land area of 141.47 square kilometers of plain and rugged agricultural land representing 4.63% of~~ the ~~province~~Company ~~total~~changed ~~area.~~its ~~The~~name ~~Tarlac River, which originates~~ from ~~the~~“Merica ~~eastern slopes of the Zambales Mountain, cuts across the west central areas, dividing the town into two parts~~Corp.” Itto is“AV ~~characterized as plain~~Therapeutics, ~~low-lying agricultural land~~ Inc.”

~~Business~~In ~~description~~connection with the Merger Agreement, from December 2013 to April 2014, the Company entered into and closed subscription agreements with accredited investors (the “Investors”), pursuant to which the Company sold an aggregate of 6,300,000 shares of common stock for an aggregate purchase price of $1,260,000 (the “Private Placement”). The Company also issued to the Investors five-year warrants to purchase an aggregate of 3,150,000 shares of common stock with an exercise price of $0.40.

WeAVT ~~intend~~is ~~to build~~ a ~~rice~~Delaware ~~milling~~corporation ~~factory~~formed inon ~~Gerona~~February ~~Tarlac~~11, 2011. Prior to ~~service~~ the ~~local~~date ~~rice~~of ~~farmers. Rice will be cleaned~~incorporation, ~~and~~the ~~de-husked~~activities ~~from~~of ~~brown~~AVT ~~rice~~were tocarried ~~produce~~out ~~white~~through ~~rice~~Applied ~~and~~Vaccine ~~sold~~Technology, ~~for~~LLC ~~local~~(“AVT, ~~consumption. Based on our research~~LLC”), ~~the~~a ~~rice~~Delaware ~~will~~limited ~~have~~liability tocompany beformed ~~logistically~~in ~~picked~~July up2007 ~~from local farmers who currently farm~~ and ~~sell~~an ~~their~~entity ~~rice~~with oncommon aownership ~~cash~~as ~~basis~~AVT. The tooperations ~~local~~and ~~traders~~net ~~for~~assets ~~850~~of ~~pesos~~AVT, =LLC ~~$20unmilled~~were ~~rice~~acquired ~~per 50kg bag. This price is usually fixed~~ by ~~the~~AVT ~~government~~on ~~although~~February ~~local~~11, ~~traders~~2011 ~~who~~and ~~carry cash in hand~~AVT, ~~negotiate~~LLC ~~better~~has ~~deals~~since ~~with~~been ~~the~~an ~~rice~~inactive ~~farmers~~entity. ~~Our services for rice milling will be charged at 65 pesos=$1.53 per 50kg bag of milled rice.~~

WeEffective ~~will~~on ~~outsource~~the Closing Date, pursuant to the ~~entire~~Merger ~~logistics~~Agreement, AVT became a wholly owned subsidiary of the ~~rice~~Company. ~~trade~~The ~~other~~acquisition ~~than~~of ~~milling~~AVT is treated as a reverse acquisition (the “Reverse Acquisition”), and the business of AVT became the business of the Company. At the time of the Reverse Acquisition, Merica was not engaged in any significant active business.

·References Weto ~~will~~“we”, ~~negotiate~~“us”, ~~with~~“our” ~~local~~and ~~taxi~~similar ~~drivers~~words refer to ~~deliver~~ the ~~rice~~Company and its wholly-owned subsidiary, AVT, unless the ~~farmer~~context otherwise requires, and prior to ~~our~~the ~~facility~~effectiveness inof ~~Gerona~~the ~~Tarlac~~Reverse Acquisition, ~~each~~these ~~taxi~~terms ~~will~~refer ~~paid~~to $AVT.23 References ~~per~~to ~~50kg~~“Merica” ~~bag~~refer to the Company and its business prior to the Reverse Acquisition.

·Our ~~It is estimated that in the first year the majority of rice will be coming from the farms within a 2 kilometer radius from our milling facility~~Business

·The ~~Each~~Company is primarily engaged in the business of developing cancer therapeutics and ~~taxi~~immunotherapeutic ~~will~~vaccines that can be ~~paid~~used $together with prevalent treatment modalities such as chemotherapy and radiation to treat active disease and to prevent metastases and recurrence.23 ~~per~~We 50have kgpurchased ~~bag~~the exclusive rights to a patented chemotherapeutic drug called “Capridine” that has been shown in preclinical models to have specific activity against prostate and colon cancer. This drug is expected to be the front line AVT product specifically in prostate cancer where limited chemotherapy is available at the present time. Our immuno-therapeutics is based on the ability of certain proprietary reagents to re-educate or reprogram a failed immune system that can target previously unidentified micro-metastases. We intend to clinically develop both of these approaches independently specifically for prostate cancer. This drug was developed and patented by certain scientists on behalf of New York Medical College, including Dr. Raj Tiwari, AVT’s Chief Scientific Officer, who is also a professor at New York Medical College. The drug patents were thus issued to New York Medical College. AVT subsequently purchased an exclusive license to the ~~farmer~~drug, including the exclusive right to commercialize the drug. Under our agreement with New York Medical College, we agreed to pay New York Medical College 3% of net sales (as defined in the agreement) from commercialization of the drug patents, and 30% of sublicense fees. In addition to Dr. Raj Tiwari, Dr. Abraham Mittelman, our Chief Executive Officer, Dr. Jan Geliebter, our Corporate Secretary, and Dr. Debabrata Banerjee, our Clinical Development Officer, are professors at New York Medical College.

· Each taxi can carry approximately five 50 kg bags of rice on each trip.

The Process

· Rice is handpick by farmers

· Farmer dries his rice and packs in 50kg bags.

· Aquino Milling dispatches transportation to pick up rice from farmers.

· Rice and farmer arrive in our facility where rice is weighed and recorded.

· Unmilled rice is milled in the milling facility and through the milling process it is turned into white rice

· Mille rice is packed back into the 50kg bags that the farmer has brought and weighed

·Table ~~The~~of ~~farmer pay 65 pesos - $1.53 per 50 kg bag for the milling service~~Contents

We ~~expect~~have, ~~that~~in the ~~costs~~past, provided offunding to New York Medical College to conduct research, pursuant to our ~~business~~supported ~~will~~research beand license agreement with New York Medical College (see “Our Technology” below). In the future, we intend to expand our research efforts by identifying other promising research and funding that research through academic institutions (such as ~~follows:~~New York Medical College). Under such an arrangement, any patents would be granted to the academic institution and AVT in turn would enter into a licensing agreement with the academic institution for rights to the patent.

~~Machinery~~Our ~~Costs~~proprietary technology is easily adaptable to infectious diseases, thus enhancing its market potential. We do not intend to market our own products although we may decide to do so in the future. Instead, we intend to enter into agreements with large pharmaceutical companies whereby we will receive an upfront cash sum plus an ongoing royalty stream when the drug(s) or vaccine(s) are approved by the Food and Drug Administration (“FDA”) for use in the market. We will search for a partner(s) in early Phase II/III clinical trials of any particular treatment modality drug and or vaccine.

krm mark lll-1000kg/hr input capacity
Kaneko rice mill (KRM mark lll	$	3,176.47
Pre-cleaner (1000kg/hr capacity	$	588.23
Bucket Elevator	$	1,764.70
De-stoner (1000kg/hr)	$	588.23
Rice sifter (1000kg/hr)	$	588.23
Engine, recon mitsubishi 4dr5	$	1,411.76
Materials and accessories
bins,flywheel,shafts,pulleys,belts,bases,etc	$	1,058.82
Installation (labor only)	$	1,764.70
Total cost	$	10,941.14
source : seacominc.
New Construction on 1,000 sq foot rice milling facility	$	20,000
TOTAL
Monthly operating costs
Salary	$	300	a month
Miscellaneous	$	600	month
Electricity	$	352.80	a month
Total cost	$	1,252.80

We believe, although no assurance can be given, that with funding in the amount of approximately $10,000,000, the first therapeutic pharmaceutical, the prostate cancer specific drug and a prostate cancer vaccine can be evaluated through Phase I clinical trials in humans within the next 12 to 18 months. We do not have any definitive agreements for funding and as such, there cannot be any assurance that we will be successful in achieving our goals.

~~Competition~~Our Technology

We ~~will~~have ~~compete~~acquired ~~with~~the ~~local~~exclusive ~~traders~~license ~~who~~to ~~visit~~a ~~the~~patented ~~farmers~~chemotherapeutic ~~residence~~drug ~~and~~called ~~offer~~“Capridine” ~~them~~that ~~cash~~has inbeen ~~hand~~ shown in ~~exchange~~preclinical models tested by ~~for~~the ~~their unmilled rice.~~National InCancer Institute ~~addition,~~to ~~there~~have ~~are~~specific ~~two~~activity ~~private~~against ~~companies~~prostate ~~that~~and ~~provide~~colon ~~rice~~cancer. ~~milling~~AVT ~~services~~has inpurchased ~~the~~exclusive ~~area~~rights into ~~which~~two wepatents ~~intend~~related to ~~provide~~synthesis, ~~our~~composition ~~services.~~and Asuse of ~~now~~these ~~there~~drugs, ~~are~~which ~~two~~were ~~local~~developed ~~rice~~by ~~mills~~and inawarded ~~Gerona~~to ~~Tarlac.~~scientists ~~The~~(including ~~current~~Dr. ~~and~~Raj ~~potential~~Tiwari, ~~competitors~~AVT’s ~~have~~chief scientific ~~and~~officer) ~~can~~on ~~devote~~behalf ~~substantially~~of ~~greater~~New ~~resources~~York toMedical ~~rice~~College ~~milling~~and ~~than~~subsequently welicensed ~~can~~to AVT. In ~~addition,~~A wethird ~~cannot~~patent ~~provide~~developed ~~any~~by ~~assurance~~New ~~that~~York ~~another~~Medical ~~rice~~College, ~~milling~~which ~~facility~~AVT ~~will~~has ~~not~~also ~~successfully~~acquired ~~offer~~an aexclusive ~~competitive~~license ~~rice~~for, ~~milling~~is ~~service~~pending. WeThe ~~believe~~first itpatent isrelates ~~likely~~to ~~that~~the ~~there~~synthesis ~~will~~of beCapridine ~~additional~~and ~~entrants~~approximately 200 of its derivatives. The second relates to the ~~rice~~composition ~~milling~~of ~~market~~Capridine as a tumor inhibitor in ~~Gerona.~~combination ~~These~~with ~~competitors~~other ~~will~~agents. ~~compete~~The ~~against~~patent uspending ~~for~~relates to the ~~contracts~~delivery ~~with~~of ~~rice~~peptides ~~farmers.~~using ~~This~~a ~~competition~~bacterial ~~could~~protein ~~cause~~lysate. usAVT tohas ~~enter~~exclusive ~~into~~rights ~~rice~~to ~~milling~~these ~~agreements~~two ~~with~~patents ~~less~~under ~~favorable~~a ~~terms~~licensing oragreement ~~lose~~with ~~potential~~New ~~rice~~York ~~farmers~~Medical ~~who~~College, ~~could~~the ~~use~~patent ~~our services~~owner.

We ~~intend~~also have purchased the exclusive right to ~~compete~~two bynew ~~offering~~patents related to the ~~farmers~~vaccines, pursuant to ~~mill~~a ~~rice~~licensing inagreement ~~our~~with ~~facility~~New ~~and~~York ~~thereby~~Medical ~~allow~~College, ~~them~~the topatent ~~make~~owner. aThe ~~higher~~patents ~~profit~~were developed and awarded to scientists on ~~their~~behalf ~~harvest~~of New York Medical College. We ~~will~~The befirst ~~charging~~is aentitled ~~fixed~~“Immunogens ~~fee~~for treatment of neoplastic and infectious diseases.” The second is entitled “Immunotherapy for ~~our~~prostate ~~services,~~cancer ~~allowing~~using ~~them~~Bacille-Calmette-Guerin ~~the~~expressing ~~full~~prostate ~~benefit~~specific antigens”. Both of ~~selling~~these ~~their~~patents ~~white~~were ~~milled~~issued ~~rice~~to aNew ~~full~~York ~~market~~Medical ~~value~~College in September of 2011, and subsequently licensed to AVT, significantly enhancing our existing technology. We ~~will~~The befirst patent is related to a ~~local~~broad ~~rice~~range ~~milling~~of ~~facility,~~peptide-based ~~therefore~~vaccination ~~all~~and ~~the~~is ~~farmers~~a major paradigm shift in ~~our~~immunotherapeutic ~~target~~vaccine ~~area~~technology ~~will~~that can be ~~able~~adapted to ~~come~~other ~~and~~diseases ~~visit~~in ~~our~~the ~~facility~~future. Combining this technology with the second patent may enable us to overcome certain challenges relating to vaccine delivery. We believe that this major proprietary treatment regimen, when combined with the Capridine patents, can benefit prostate cancer patients in a novel and hopefully curative manner. We ~~will~~acquired ~~compete~~exclusive onrights ~~service~~to these patents (including commercialization rights) pursuant to a supported research and license agreement with New York Medical College. ~~However~~ Under this agreement, we ~~cannot~~agreed ~~predict~~to pay New York Medical College 1 to 3% of net sales revenue (as defined in the ~~likelihood~~agreement) orfrom ~~timing~~commercialization ~~for~~of ~~our~~the ~~success~~patents (varying based on the amount of net sales revenue) and 17.5% Noof ~~assurances~~sublicense ~~can~~fees. beWe ~~given~~also ~~that~~agreed, ~~our~~for ~~competitive~~a ~~strategy~~period ~~will~~of ~~have~~four ~~any~~years, ~~success~~to fund research by New York Medical College in the amount of $400,000 per year; however this part of the agreement ended during the year ended December 31, 2012.

AVT-licensed drugs have been tested by the NCI (National Cancer Institute) and found to be effective against a number of tumor systems. These included prostate cancer, colon cancer and others. These drugs inhibit the DNA in the cancer cells and therefore lead to the death of these cancer cells. These drugs represent a new class of drugs that do not have a suppressive effect on the bone marrow of the animals tested. Our team of scientists are world class researchers with years of experience in the clinical trial area; they have conducted Phase I, II, and III studies for decades.

The vaccines being developed by us may become commercial products either 1) as a vaccine developed by us which may take on a prophylactic role and thereby help prevent a specific type of cancer or disease; or 2) as a therapeutic treatment to fight a cancer or disease in conjunction with other existing treatment modalities.

Patents

Our two licensed patents related to Capridine protect our research results in the U.S., as well as 19 countries in Europe, Mexico, Israel, and Canada.

~~Intellectual~~Table ~~Property~~of Contents

We also have exclusive norights, pursuant to licensing agreements with the patent owner, to two immunological patents orrelated ~~trademarks~~to vaccine development and delivery mechanism. These patents are protected in the U.S., but we plan to apply for protection in other jurisdictions going forward. The existing and filed patents have been written to cover both general and specific protection of AVT’s proprietary technology so that the technology can be adapted to other cancers, autoimmune diseases, and infectious diseases. The specific factors of the patents challenge the existing paradigms of immunological research by offering a new paradigm combining chemotherapy, molecular biology, proteomics, and immune activation. This type of coverage in the patents allows the scientists at AVT to focus on one disease at a time with confidence that future research will also be protected.

~~Employees~~Patent Details

AsWe ofhave ~~December~~exclusive ~~28,~~rights ~~2011, we had no employees but our President has provided services at no cost~~ to the ~~Company.~~following ~~During~~patents ~~2012,~~pursuant ~~our President, Mr. Aquino will devote at least thirty hours a week~~ to uslicensing ~~and~~agreements ~~may~~with ~~increase~~ the ~~number~~patent of hours as necessary. There is no written employment contract or agreement. We will also use independent contractors and consultants to assist in many aspects of our business on an as-needed basis pending financial resources that become available to us.owners:

Property

·	US Patent 6,589,961 valid until 2021: Title: Nitroacridine derivatives also patented in 19 countries of EU, Canada, Mexico, Israel valid until 2021.
·	US Patent 7,622,478B2 valid until 2021 Nitroacridine tumor inhibitor composition valid until 2021 also patented in EU, Canada, Mexico and Israel.

Our office and mailing address is Mauplas, Pinasling, Gerona, Tarlac, Philippines 2312. This space is provided to us free of charge by our President. There is no written lease agreement.

·	US patent 10,378,449, issue date 5/18/2010 , valid until 2026, Title: Immunotherapy for prostate cancer using recombinant Bacille Calmette-Guerin expressing prostate specific antigens.
·	US patent 10,379,462, issue date 9/1/2011 , valid until 2023 , Title: Immunogens for the treatment of neoplastic and infectious diseases.

~~Litigation~~· US patent pending 2013/025568 Title: Synthetic Toll-like receptor 4 (TLR4) agonist peptides.

ToAnimal ~~our knowledge, we are not a party to any current, pending, or threatened litigation of any type.~~Studies

~~DIRECTORS~~Nitroacridines have been shown to have potent antitumor capabilities against mammalian tumors and are potent DNA-binding and cytotoxic agents in cancer cells, ~~EXECUTIVE~~but ~~OFFICERS~~have not been widely pursued as a potential cancer vaccine due to their high systemic toxicity. However, ~~PROMOTERS~~we ~~AND~~have ~~CONTROL~~developed ~~PERSONS~~a certain Nitroacridine, designated “C-1748”, which, in a prostate cancer-specific preclinical study on rodents, has proven to have markedly lower levels of toxicity compared with its parent. The preclinical study also showed no genetic mutations in the prostate cancer cells. A separate study on beagle dogs showed similar low toxicity profile and high tumor target activity. Accordingly, C-1748 is a unique cancer drug which is specific to prostate cancer cell types, and which lacks systemic toxicity. Additional clinical evaluation is required to evaluate C-1748 for toxicity and synergy in combination with chemotherapy regimens.

~~Our~~Unique ~~management~~properties ~~consists~~ of: Capridine in pre-clinical studies

Name	Age	Title
LouieP. Aquino	31	President, CEO, CFO, Treasurer, Chairman, and principal accounting officer
Daniel Hochster	29	Secretary and Director

•	Capridine- β is active on hormone dependent and independent Prostate cancer (CaP) xenografts thus covering the entire range of prostate cancer.
•	Anti-cancer doses of Capridine-β in animals and maximum tolerated dose (or MTD) values in dogs extrapolated to humans constitutes a wide human therapeutic dose range.

•	Specificity towards CaP and high differential inhibitory concentration (or IC50) values for hematopoietic cells making Capridine-β a non-myelo-suppressive chemotherapeutic agent which is unique in the class of DNA binding chemotherapeutic agents.
•	Capridine makes hormone refractory prostate cancer hormone sensitive and hence can be combined with prevalent hormonal therapy.

•	Capridine is active on drug resistant prostate cancer.

Vaccine Therapies

Cancer vaccines are divided into two groups, those which treat existing cancers (therapeutic vaccines), and those which prevent the development of cancer (prophylactic vaccines). Both types of vaccines have the potential to reduce the burden of cancer. As per evaluation of National Institutes of Health (or NIH) sponsored clinical trials, to date, the area of therapeutic or prophylactic cancer vaccine is an unmet clinical need.

Our scientists believe that there are two problems in cancer therapy which need to be solved. The first is that cancer antigen, in part, are self-aberrant proteins which means that the immune system recognize them as self and therefore do not kill them. Our immune system, in the case of cancer needs to be reeducated to recognize that the cancer cells are not self-cells but foreign to the body. The second problem is the constant generation of random mutations in cellular proteins and the generation of large number of ever-changing antigenic epitopes. Our proprietary vaccine technology overcomes both of these limitations by using therapeutic peptides that are mimics of multivalent antigens.

~~Mr.~~Table ~~Louie P. Aquino is self employed since September 2011 and currently acts as a buyer and seller~~ of unmilled rice in the Tarlac Province. Between 2007-2011 Mr. Aquino was a self employed private caregiver to geriatric individuals where he was responsible for all aspects of their day to day care. Mr. Aquino completed a seminar in the Philippines to qualify as a caregiver in 2005. In 2004 Mr. Aquino worked part time in the government offices in the computer department in Tarlac. In 2003-2004 Mr. Aquino received a technical degree in Computer Science from the AMA Computer College in Tarlac, Philippines. Mr. Aquino has a lifetime of experience in rice farming in the Philippines as this is his family’s business.Contents

Methodology

The procedure that our scientists used to develop the first generation of reagents was to synthetically mimic the human immune system in the laboratory specifically as it relates to the diversity of natural antibodies. Using these antibodies, they were able to identify synthetic peptides that mimicked the cancer-associated proteins. The synthetic peptides had the advantage that they were similar immunologically to the multiple cancer proteins, but not identical. As a result, the host recognized the cancer proteins as foreign not self and a multivalent peptide specific immune response was generated. Our proprietary technology using non-toxic peptides which mimic the cancer proteins re-educates the immune system so that the cancer cells are detected and killed. The novel proteomic and small molecule synthetic peptide platform provides identification of very specific and customized therapeutic reagents that can be manufactured synthetically. This technology is readily adapted to most forms of immunogenic cancers and to infectious diseases.

The objective of the first clinical testing of these peptides (ProVac-1,3,5) will be to render prostate cancer patients vaccinated with these peptides cancer-free. These are patients who have undergone the present standard of care for prostate cancer and these peptides are being tested for secondary prevention of prostate cancer recurrences. The next logical step for clinical development of these peptide cancer vaccines will be primary prevention of prostate cancer. Using our pipeline of patented products, our near -term objective is to combine the newly discovered prostate cancer targeted chemotherapeutic drug Capridine (which unlike the chemotherapeutic drug in use has minimal bone marrow toxicity) with peptide-based immunotherapeutic vaccine to design a completely unique curative treatment regimen for prostate cancer.

Employees

We do not currently have any full-time employees, but engage our personnel on a part-time independent contractor basis.

Research and Development

During the years ended December 31, 2013 and 2012, we incurred $332,692 and $73,335, respectively, on research and development expenses.

Corporate Strategy

We believe that our best interest will be served by developing our drug product internally. Accordingly, our strategy is to complete Phase I testing and begin Phase II before soliciting a partnership with a larger pharmaceutical company. This strategy, however, is dependent on our ability to obtain adequate capital. We may partner with a large regional and/or global pharmaceutical companies for world-wide distribution. Under such an arrangement, we would receive a substantial upfront cash payment followed by an ongoing royalty stream. To date, no such companies have been identified, and no such agreements have been reached.

The total market for our possible product mix (initially defined as a prostate cancer drug, followed with a therapeutic vaccine, i.e. able to also treat previous prostate disease based on multiple modalities such as drugs, radiation, surgery, etc.) is vast. Prostate cancer is the initial disease for which we have developed a vaccine program. Our peptide technology may also be applicable to other illnesses, such as breast cancer, colon cancer, autoimmune disorders, and other infectious diseases. In addition, management believes that Capridine may have applications as an adjunct to other existing chemotherapy treatments to reduce toxicity and increase therapeutic efficacy.

Government Regulation and Product Approval

Regulation by governmental authorities in the United States and other countries is a significant factor, affecting the cost and time of our research and product development activities, and will be a significant factor in the manufacture and marketing of any approved products. All of our products require regulatory approval by governmental agencies prior to commercialization. In particular, our products are subject to rigorous pre-clinical and clinical testing and other approval requirements by the FDA and similar regulatory authorities in other countries. Various statutes and regulations also govern or influence the manufacturing, safety, reporting, labeling, transport and storage, record keeping and marketing of our products. The lengthy process of seeking these approvals, and the subsequent compliance with applicable statutes and regulations, require the expenditure of substantial resources. Any failure by us to obtain, or any delay in obtaining, the necessary regulatory approvals could harm our business.

The regulatory requirements relating to the testing, manufacturing and marketing of our products may change from time to time and this may impact our ability to conduct clinical trials and the ability of independent investigators to conduct their own research with support from us.

~~Daniel~~Table ~~Hochster- Mr. Daniel Hochster is the co-owner~~ of Chesed for Alafim a Hong Kong clothing design and manufacturing company which sells under the brands LEON, DNH and BANDC. Chesed for Alafim seeks to sell quality clothing at a low price point and therefore it manufactures in the Far–East. It sells its goods to wholesalers in the United Kingdom and USA. Since 2007 to present , Mr. Hochster has been the acting president of the company where he is responsible for day to day operations. His organizational skills, negotiation skills on lowering costs, his experience working in the Far East, his marketing skills will assist Aquino Milling and help grow the business.Contents

~~Possible~~The ~~Potential~~clinical ~~Conflicts~~development, manufacturing and marketing of our products are subject to regulation by various authorities in the U.S., the E.U. and other countries, including, in the U.S., the FDA, in Canada, Health Canada, and, in the E.U., the European Medicines Agency (the “EMEA”). The Federal Food, Drug, and Cosmetic Act, the Public Health Service Act in the U.S. and numerous directives, regulations, local laws and guidelines in Canada and the E.U. govern the testing, manufacture, safety, efficacy, labeling, storage, record keeping, approval, advertising and promotion of our products. Product development and approval within these regulatory frameworks takes a number of years and involves the expenditure of substantial resources.

~~The~~Regulatory ~~OTCBB~~approval onwill be required in all the major markets in which we ~~plan~~seek to ~~have~~develop our ~~shares~~products. At a minimum, approval requires the generation and evaluation of ~~common~~data ~~stock~~relating ~~quoted~~to ~~does~~the ~~not~~quality, ~~currently~~safety, ~~have~~and ~~any~~efficacy ~~Director~~of ~~independence~~an ~~requirements~~investigational product for its proposed use. The specific types of data required and the regulations relating to this data will differ depending on the territory, the drug involved, the proposed indication and the stage of development.

WeIn general, new chemical entities are ~~not~~tested ~~requiring~~in ~~any~~animals ~~member~~until adequate evidence of ~~management~~safety is established to ~~work~~support onthe aproposed ~~full-time~~clinical ~~basis~~study protocol designs. ~~Accordingly~~Clinical trials for new products are typically conducted in three sequential phases that may overlap. In Phase I, ~~certain~~the ~~conflicts~~initial introduction of ~~interest~~the ~~may~~pharmaceutical ~~arise~~into ~~between~~either ushealthy ~~and~~human ~~our~~volunteers ~~Officer~~or patients with the disease (s20 to 50 subjects), ~~and~~the ~~Director~~emphasis is on testing for safety (sadverse effects), indosage ~~that~~tolerance, ~~they~~metabolism, ~~may~~distribution, ~~have~~excretion ~~other~~and ~~business~~clinical ~~interests~~pharmacology. Phase II involves studies in ~~the~~a ~~future~~limited patient population (50 to ~~which~~200 ~~they~~patients) ~~devote~~to ~~their~~determine ~~attention,~~the ~~and~~initial ~~they~~efficacy ~~may~~of bethe ~~expected~~pharmaceutical tofor ~~continue~~specific totargeted doindications, soto ~~although~~determine ~~management~~dosage ~~time~~tolerance ~~must~~and ~~also~~optimal bedosage ~~devoted~~and to ~~our~~identify ~~business~~possible adverse side effects and safety risks. AsOnce a ~~result,~~compound ~~conflicts~~shows preliminary evidence of ~~interest~~some ~~may~~effectiveness ~~arise~~and ~~that~~is ~~can~~found beto ~~resolved~~have ~~only~~an ~~through~~acceptable ~~their~~safety ~~exercise~~profile ofin ~~such~~Phase ~~judgment~~II asevaluations, isPhase ~~consistent~~III ~~with~~trials ~~each~~are ~~officer's~~undertaken ~~understanding~~to ofmore ~~his/her~~fully ~~fiduciary~~evaluate ~~duties~~clinical outcomes in a larger patient population in adequate and well-controlled studies designed to usyield statistically sufficient clinical data to demonstrate efficacy and safety.

~~Currently~~In wethe ~~have~~U.S., ~~only~~specific ~~two~~pre-clinical ~~officers~~data, manufacturing and ~~will~~chemical ~~seek~~data, as described above, need to ~~add~~be ~~additional~~submitted ~~officer~~to the FDA as part of an Investigational New Drug (sor IND) application, which, unless the FDA objects, will become effective 30 days following receipt by the FDA. Phase I studies in human volunteers may commence only after the application becomes effective. Prior regulatory approval for human healthy volunteer studies is also required in member states of the E.U. Currently, in each member state of the E.U., following successful completion of Phase I studies, data are submitted in summarized format to the applicable regulatory authority in the member state in respect of applications for the conduct of later Phase II studies. The regulatory authorities in the E.U. typically have between one and~~/or~~ ~~Director(s)~~three asmonths in which to raise any objections to the proposed study, and ~~when~~they often have the ~~proper~~right ~~personnel~~to extend this review period at their discretion. In the U.S., following completion of Phase I studies, further submissions to regulatory authorities are ~~located~~necessary in relation to Phase II and ~~terms~~III ofstudies ~~employment~~to update the existing IND. Authorities may require additional data before allowing the studies to commence and could demand that the studies be discontinued at any time if there are ~~mutually~~significant ~~negotiated~~safety issues. In addition to the regulatory review, a study involving human subjects has to be approved by an independent body. The exact composition and ~~agreed~~responsibilities of this body will differ from country to country. In the U.S., for example, each study will be conducted under the auspices of an independent institutional review board at each institution at which the study is conducted. This board considers among other things, the design of the study, ethical factors, the privacy of protected health information as defined under the Health Insurance Portability and weAccountability Act, the safety of the human subjects and the possible liability risk for the institution. Equivalent rules to protect subjects’ rights and welfare apply in each member state of the E.U. where one or more independent ethics committees, which typically operate similarly to an institutional review board, will review the ethics of conducting the proposed research. Other regulatory authorities around the rest of the world have ~~sufficient~~slightly ~~capital~~differing ~~resources~~requirements involving both the execution of clinical trials and ~~cash~~the ~~flow~~import/export of pharmaceutical products. It is our responsibility to ~~make~~ensure ~~such~~we ~~offers~~conduct our business in accordance with the regulations of each relevant territory.

In anorder ~~effort~~to gain marketing approval we must submit a dossier to ~~resolve~~the ~~potential~~relevant ~~conflicts~~authority offor ~~interest~~review, wewhich ~~have~~is ~~entered~~known ~~into~~in the U.S. as a New ~~written~~Drug ~~agreement~~Application (or ~~with~~NDA) Mrand in the E.U. ~~Aquino~~as ~~specifying~~a ~~that~~marketing ~~any~~authorization ~~business~~application, ~~opportunities~~or ~~that~~MAA. heThe ~~may~~format ~~become~~is ~~aware~~usually specific and laid out by each authority, although in general it will include information on the quality of ~~independently~~the orchemistry, ~~directly~~manufacturing ~~through~~and ~~his~~pharmaceutical ~~association~~aspects ~~with~~of usthe (product as ~~opposed~~well toas ~~disclosure~~the tonon-clinical ~~him~~and ofclinical ~~such~~data. ~~business~~Once ~~opportunities~~the submitted NDA is accepted for filing by ~~management~~the orFDA, ~~consultants~~it ~~associated~~undertakes ~~with~~the ~~other~~review ~~entities)~~process ~~would~~that betakes ~~presented~~10 bymonths, ~~him~~unless ~~solely~~an expedited priority review is granted which takes six months to uscomplete. Approval can take several months to several years, if multiple 10-month review cycles are needed before final approval is obtained, if at all.

WeThe ~~cannot~~approval ~~provide~~process ~~assurances~~can ~~that~~be ~~our~~affected ~~efforts~~by a number of factors. The NDA may be approvable requiring additional pre-clinical, manufacturing data or clinical trials which may be requested at the end of the 10 month NDA review cycle, thereby delaying marketing approval until the additional data are submitted and may involve substantial unbudgeted costs. The regulatory authorities usually will conduct an inspection of relevant manufacturing facilities, and review manufacturing procedures, operating systems and personnel qualifications. In addition to ~~eliminate~~obtaining approval for each product, in many cases each drug manufacturing facility must be approved. Further inspections may occur over the ~~potential~~life ~~impact~~of the product. An inspection of ~~conflicts~~the clinical investigation sites by a competent authority may be required as part of ~~interest~~the ~~will~~regulatory approval procedure. As a condition of marketing approval, the regulatory agency may require post-marketing surveillance to monitor for adverse effects or other additional studies as deemed appropriate. After approval for the initial indication, further clinical studies are usually necessary to gain approval for any additional indications. The terms of any approval, including labeling content, may be ~~effective~~more restrictive than expected and could affect the marketability of a product.

Board of Directors

All Directors hold office until the completion of their term of office, which is not longer than one year, or until their successors have been elected. Our Directors’ terms of office expire on December 31, 2012. All officers are appointed annually by the Board of Directors and, subject to existing employment agreements (of which there are currently none), and serve at the discretion of the Board. Currently, Directors receive no compensation for their role as Directors but may receive compensation for their role as officers.

Involvement in Certain Legal Proceedings

Except as described below, during the past five years, no present Director, executive officer or person nominated to become a Director or an executive officer of AMI:

1. had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2. was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any of the following activities:

i.Table acting as a futures commission merchant, introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, Director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;Contents

iiWe are also subject to numerous environmental and safety laws and regulations, including those governing the use and disposal of hazardous materials. ~~engaging~~The incost of compliance with and any ~~type~~violation of these regulations could have a material adverse effect on our business ~~practice;~~and results of operations. Although we believe that our safety procedures for handling and disposing of these materials comply with the standards prescribed by state and federal regulations, accidental contamination or injury from these materials may occur. Compliance with laws and regulations relating to the protection of the environment has not had a material effect on our capital expenditures or our competitive position. However, we are not able to predict the extent of government regulation, and the cost and effect thereof on our competitive position, which might result from any legislative or administrative action pertaining to environmental or safety matters.

iii. engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; orCompetition

4Each of the markets for our product candidates is characterized by intense competition and rapid technological advances. ~~was~~The latest figures from the ~~subject~~National Institute of ~~any~~Health ~~order,~~(NIH) ~~judgment~~listed orfour ~~decree,~~hundred ~~not~~and ~~subsequently~~twenty ~~reversed,~~nine ~~suspended~~(429) oractive ~~vacated,~~studies for prostate cancer. Existing chemotherapeutic treatments for prostate cancer include adaptation of anexisting ~~federal~~drugs orsuch ~~state~~as ~~authority~~Taxotere ~~barring,~~(Novartis ~~suspending~~and orSanofi-Aventis). ~~otherwise~~Taxotere ~~limiting~~was originally a breast cancer drug but has been approved for ~~more~~prostate ~~than~~cancer 60by ~~days~~the FDA where the ~~right~~efficacy ofis ~~such~~associated ~~person~~with tosevere ~~engage~~bone inmarrow ~~any~~toxicity. ~~activity~~The ~~described~~FDA inapproved ~~paragraph~~Zytiga (3)Abiraterone (iacetate), ~~above,~~from orJohnson toand beJohnson ~~associated~~which ~~with~~targets ~~persons~~a ~~engaged~~protein inthat ~~any~~inhibits ~~such~~the ~~activity;~~formation orof the male hormone testosterone.

5.Our ~~was~~Competitive found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended or vacated.Advantages

~~Committees~~The field of ~~the~~chemotherapy ~~Board~~for prostate cancer is an emerging area and in general very poorly developed. While no guarantees can be made, we expect that Capridine, if approved, will provide very strong competition to Taxotere and any other prevalent chemotherapeutic drug and if its preclinical activity of ~~Directors~~minimal bone marrow toxicity is validated in clinical studies it could completely replace taxotere. We also expect that it could be used synergistically with prevalent chemotherapeutic agents.

~~Concurrent~~Zytiga ~~with having sufficient members~~ and ~~resources,~~MDV ~~our~~3100 ~~Board~~have oflimited ~~Directors~~use ~~will establish an audit committee~~ and ajudging ~~compensation~~from ~~committee.~~the Wemarket ~~believe~~size ~~that~~provides weonly ~~will~~minimal ~~need~~competition afor ~~minimum~~Capridine ofwhich ~~five~~has ~~Directors~~been found to ~~have~~be effective ~~committee~~in ~~systems.~~both ~~The~~hormone ~~audit~~sensitive ~~committee~~and ~~will~~resistant ~~review~~prostate ~~the~~cancer. ~~results~~Further ~~and~~our ~~scope~~mechanistic ofstudies ~~the~~suggest ~~audit~~that ~~and~~Capridine ~~other~~can ~~services~~convert ~~provided~~hormone byrefractory ~~the~~prostate ~~independent~~cancer ~~auditors~~to ~~and~~hormone ~~review~~sensitive and ~~evaluate~~if ~~the~~validated ~~system~~in ofhuman ~~internal~~studies, ~~controls.~~Capridine ~~The~~can ~~compensation~~be ~~committee~~combined ~~will~~with ~~manage~~all ~~any~~kinds ~~stock~~of ~~option~~antihormonal ~~plan~~prostate wecancer ~~may~~therapy ~~establish~~including ~~and~~Zytiga ~~review~~ and ~~recommend compensation arrangements for~~ the ~~officers.~~recently Noapproved ~~final~~MDV ~~determination has yet been made as to the memberships of these committees or when we will have sufficient members to establish committees~~3100. ~~See “Executive Compensation”.~~

~~All~~Our ~~Directors~~peptide ~~will~~vaccine beapproach ~~reimbursed~~is unique and has very minimal competition. The approval by usthe ~~for~~FDA ~~any~~of ~~expenses~~the ~~incurred~~immunotherapeutic approach inby ~~attending~~Dendreon ~~Directors'~~(Provenge) is ~~meetings~~encouraging ~~provided~~to us, given that weour ~~have~~technology, ~~the~~is ~~resources~~cost effective well characterized and can be expanded at will. Provenge has not been met with any enthusiasm, due to ~~pay~~its ~~these~~high ~~fees~~cost and minimal effectiveness. WeOur ~~will~~peptide ~~consider~~approach ~~applying~~allows for ~~Officers’~~the ~~and~~development ~~Directors’~~of ~~liability~~“off the shelf” immunotherapeutics, rather than requiring the ~~insurance~~preparation of atunique ~~such~~personalized ~~time~~vaccine ~~when~~for each patient. We believe that we have ~~the~~a ~~resources~~competitive toadvantage doin ~~so.~~our target market for several reasons:

~~Summary~~· ~~Executive~~Prostate ~~Compensation~~cancer ~~Table~~has very limited approved chemotherapeutic agents; · Capridine has minimal bone marrow toxicity with a wide therapeutic range;

~~The~~· ~~following~~Capridine ~~table~~with ~~shows,~~a ~~for~~wide ~~the~~therapeutic ~~period~~range ~~from~~can ~~November~~be ~~17,~~added ~~2011~~to ~~(inception)~~other todrugs ~~December~~thus ~~28,~~lowering ~~2011,~~the ~~compensation~~toxicity ~~awarded~~of toother orchemotherapeutic ~~paid~~drugs ~~to,~~and orantihormonal ~~earned~~therapy; ~~by,~~and ~~our~~· ~~Chief~~The ~~Executive~~use ~~Officer~~of ~~(the~~Capridine ~~“Named~~and ~~Executive~~peptide ~~Officer”)~~vaccine is unique to AVT.

SUMMARY COMPENSATION TABLE
Name and principal position (a)	Year (b)	Salary ($) (c)		Bonus ($) (d)		Stock Awards ($) (e)		Option Awards ($) (f)		Non-Equity Incentive Plan Compensation ($) (g)		Nonqualified Deferred Compensation Earnings ($) (h)		All Other Compensation ($) (i)		Total ($) (j)
LouieAquino CEO, CFO and Director	2011		-		-		-		-		-		-		-		-
Daniel Hochster Secretary and Director	2011		-		-		-		-		-		-		-		-

DESCRIPTION OF PROPERTY

Our headquarters are located at 20 East 68th Street, New York, NY 10065, under a month-to-month verbal lease agreement that expires in June 2015, renewable annually. Our monthly rent is $1,200. We rent this property from SB Lauren PC, an entity owned by the wife of Robert Pollock, the Company’s President.

LEGAL PROCEEDINGS

On May 29, 2013, Highland Global Creek Partners, Inc. (the “Plaintiffs”) brought an action against AVT in the Supreme Court of New York, County of New York, alleging a breach of a consulting contract. The Plaintiffs are seeking a judgment directing AVT to issue and deliver 80,000,000 shares of its common stock and 10,000,000 shares of its Series A Preferred Stock. In addition, the Plaintiffs are also seeking an order enjoining AVT from taking any action requiring shareholder approval without notice to Plaintiffs and/or the Plaintiffs’ participation, as well as an order declaring that any action requiring stockholder approval taken by AVT without notice to and/or the participation of the Plaintiffs is null and void. AVT has filed counterclaims against the Plaintiffs and will contest this matter vigorously.

~~There~~Table is no formal employment arrangement with Mr. Aquino at this time. Mr. Aquino’s compensation has not been fixed or based on any percentage calculations. He will make all decisions determining the amount and timing of his compensation and, for the immediate future, will receive the level of compensation each month that permits us to meet our obligations. Mr. Aquino’ compensation amounts will be formalized if and when his annual compensation exceeds $50,000.Contents

~~Grants~~MANAGEMENT’S ofDISCUSSION ~~Plan-Based~~AND ~~Awards~~ANALYSIS ~~Table~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Our~~You ~~Officers~~should ~~did~~read ~~not~~the ~~receive~~following ~~any~~discussion ~~grants~~and analysis of ~~stock,~~financial ~~option~~condition ~~awards~~and orresults ~~other~~of ~~plan-based~~operations ~~awards~~in ~~during~~conjunction with the ~~period~~financial ~~ended~~statements ~~December31,~~and ~~2011.~~related ~~The~~notes ~~Company~~appearing ~~has~~elsewhere noin ~~activity~~this ~~with respect to these awards~~prospectus.

~~Options Exercised and Stock Vested Table~~Overview

~~Our~~AV ~~Officers~~Therapeutics, ~~did~~Inc. ~~not~~(the ~~exercise~~“Company”) ~~any~~is ~~stock~~a ~~options~~Delaware corporation formed on November 14, ~~and~~2011 nounder ~~restricted~~the ~~stock~~name ~~units~~“Aquino ~~held~~Milling byInc.” ~~them~~Under its initial business plan, the Company intended to purchase rice milling equipment and ~~vested~~commence ~~during~~rice milling operations. On June 10, 2013, the ~~period~~Company ~~ended~~changed ~~December31~~its name to “Code 2 Action, ~~2011~~Inc.” On July 30, 2013, the Company changed its name to “Merica Corp.” The Company ~~has~~was nounable ~~activity~~to ~~with~~implement ~~respect~~its business plan. Prior to ~~these~~the ~~awards~~Reverse Acquisition (discussed below), Merica did not have any active business.

~~Outstanding~~On ~~Equity~~December ~~Awards~~13, at2013, ~~Fiscal~~the ~~Year~~Company entered into and closed an Agreement and Plan of Merger (the “Merger Agreement”), with AVT Acquisitions, Inc., a Delaware corporation and a wholly-~~End~~owned ~~Table~~subsidiary of the Company (the “Subsidiary”) and Advanced Vaccine Therapeutics, Inc., a Delaware corporation (formerly known as AV Therapeutics, Inc.) (“AVT”). Pursuant to the Merger Agreement, (i) the Subsidiary merged into AVT, such that AVT became a wholly-owned subsidiary of the Company, and (ii) the Company issued 58,000,000 shares, of the Company’s common stock to the shareholders of AVT, in exchange for the cancellation of all of the issued and outstanding shares of common stock of AVT.

~~Our~~AVT ~~Officers~~is ~~did~~a ~~not~~Delaware ~~have~~corporation ~~any~~formed ~~outstanding~~on ~~stock~~February or11, ~~option~~2011. Prior ~~awards~~to asthe date of ~~December31~~incorporation, ~~2011~~the ~~that~~activities ~~would~~of beAVT ~~compensatory~~were tocarried ~~the~~out ~~Officer.~~through WeApplied ~~have~~Vaccine ~~not~~Technology, ~~issued~~LLC ~~any~~(“AVT, ~~awards~~LLC”), toa ~~our~~Delaware ~~Officers.~~limited Weliability ~~may~~company ~~grant~~formed ~~awards~~in July 2007 and an entity with common ownership as weAVT. The ~~see~~operations ~~fit~~and tonet ~~our~~assets ~~employees~~of AVT, asLLC ~~well~~were asacquired toby ~~key~~AVT ~~consultants~~on February 11, 2011 and AVT, LLC has since been an inactive entity.

~~PRINCIPAL~~Effective ~~SHAREHOLDERS~~on the Closing Date, pursuant to the Merger Agreement, AVT became a wholly owned subsidiary of the Company. The acquisition of AVT is treated as a reverse acquisition (the “Reverse Acquisition”), and the business of AVT became the business of the Company. At the time of the Reverse Acquisition, Merica was not engaged in any significant active business.

AsReferences ofto ~~December 28~~“we”, ~~2011~~“us”, we“our” ~~had~~and ~~1,000,000~~similar ~~shares~~words ofrefer ~~common~~to ~~stock~~the ~~outstanding~~Company ~~which~~and ~~are~~its ~~held~~wholly-owned bysubsidiary, ~~two~~AVT, ~~shareholders.~~unless ~~The chart below sets forth~~ the ~~ownership,~~context orotherwise ~~claimed ownership~~requires, ~~of certain individuals~~ and ~~entities.~~prior ~~This~~to ~~chart discloses those persons known by~~ the ~~Board~~effectiveness of ~~Directors~~the toReverse ~~have~~Acquisition, orthese ~~claim~~terms refer to ~~have,~~AVT. References ~~beneficial~~to ~~ownership~~“Merica” ofrefer ~~more~~to ~~than 5% of~~ the ~~outstanding~~Company ~~shares of our common stock as of December 28, 2011; of all Directors~~ and ~~officers~~its ofbusiness ~~AMI;~~prior ~~and~~to ofthe ~~our~~Reverse ~~Directors and officers as a group~~Acquisition.

		Amount of		Percent of Class
Title Of Class	Name, Title and Address of Beneficial Owner of Shares(a)	Beneficial Ownership(b)		Before Offering			After Offering(d)
Common	Louie P. Aquino		100,000		10	%		__	%
	Daniel Hochster		900,000		90	%
	All Directors and Officers as a group (2 persons)		1,000,000		100	%		67	%

Our Business

~~(a)~~The Company is primarily engaged in the business of developing cancer therapeutics and immunotherapeutic vaccines that can be used together with prevalent treatment modalities such as chemotherapy and radiation to treat active disease and to prevent metastases and recurrence. The ~~address~~Company ~~for~~has ~~purposes~~purchased ofthe ~~this~~exclusive ~~table~~rights to a patented chemotherapeutic drug called “Capridine” that has been shown in preclinical models to have specific activity against prostate and colon cancer. This drug is expected to be the Company’s ~~address~~front ~~which~~line product specifically in prostate cancer where limited chemotherapy is ~~Mauplas~~available at the present time. Our immuno-therapeutics are based on the ability of certain proprietary reagents to re-educate or reprogram a failed immune system that can target previously unidentified micro-metastases. We intend to clinically develop both of these approaches independently specifically for prostate cancer. This drug was developed and patented by certain scientists on behalf of New York Medical College, ~~Pinasling~~including Dr. Raj Tiwari, ~~Gerona~~our Chief Scientific Officer, ~~Tarlac~~who is also a professor at New York Medical College. The drug patents were thus issued to New York Medical College. AVT subsequently purchased an exclusive license to the drug, ~~Philippines~~including ~~2312~~the exclusive right to commercialize the drug. Under our agreement with New York Medical College, we agreed to pay New York Medical College 3% of net sales (as defined in the agreement) from commercialization of the drug patents, and 30% of sublicense fees. In addition to Dr. Raj Tiwari, Dr. Abraham Mittelman, our Chief Executive Officer, Dr. Jan Geliebter, our Corporate Secretary, and Dr. Debabrata Banerjee, our Clinical Development Officer, are also professors at New York Medical College.

~~(b)~~We ~~Unless otherwise indicated~~have, ~~we believe that all persons named~~ in the ~~table~~past, ~~have~~engaged ~~sole~~New ~~voting~~York ~~and~~Medical ~~investment~~College ~~power with respect~~ to ~~all~~conduct ~~shares~~research, ofpursuant ~~the~~to ~~common~~our ~~stock~~supported ~~beneficially~~research ~~owned~~and bylicense ~~them.~~agreement Awith ~~person~~New isYork ~~deemed~~Medical toCollege. beIn the ~~beneficial~~future, ~~owner~~we ofintend ~~securities~~to ~~which~~expand ~~may~~our beresearch ~~acquired~~efforts by ~~such~~identifying ~~person~~other ~~within~~promising 60research ~~days~~and ~~from~~funding ~~the~~that ~~date~~research ~~indicated~~through ~~above~~academic ~~upon~~institutions ~~the~~(such ~~exercise~~as ofNew ~~options,~~York ~~warrants~~Medical ~~or convertible securities~~College). ~~Each~~Under ~~beneficial~~such ~~owner’s~~an ~~percentage ownership is determined by assuming that options~~arrangement, ~~warrants~~any orpatents ~~convertible~~would ~~securities~~be ~~that~~granted ~~are~~to ~~held~~the byacademic ~~such~~institution ~~person~~and ~~(but~~AVT ~~not~~in ~~those~~turn ~~held~~would byenter ~~any~~into ~~other~~a ~~person)~~licensing ~~and~~agreement ~~which~~with ~~are~~the ~~exercisable~~academic ~~within~~institution 60for ~~days~~rights ofto the ~~date indicated above, have been exercised~~patent. ~~No options, warrants or convertible securities have been issued or are presently outstanding.~~

~~(c) Assumes~~Our ~~the~~proprietary ~~sale~~technology ofis ~~the~~easily ~~maximum~~adaptable ~~amount~~to ofinfectious ~~this~~diseases, ~~Offering~~thus ~~(500~~enhancing its market potential. We do not intend to market our own products,~~000~~ ~~shares~~although ofwe ~~common~~may ~~stock).~~decide ~~The~~to ~~aggregate~~do ~~amount~~so ofin ~~shares~~the future. Instead, we intend to beenter ~~issued~~into agreements with large pharmaceutical companies whereby we will receive an upfront cash sum plus an ongoing royalty stream when the drug(s) or vaccine(s) are approved by the Food and ~~outstanding~~Drug ~~after~~Administration (“FDA”) for use in the ~~Offering~~market. ~~would~~We bewill ~~1,500,000~~search ~~based~~for ~~upon~~a ~~such~~partner(s) ~~assumption~~in early Phase II/III clinical trials of any particular treatment modality drug and or vaccine.

~~CERTAIN~~Table ~~RELATIONSHIPS~~of ~~AND RELATED TRANSACTIONS~~Contents

~~The~~We ~~sole~~believe, ~~promoter~~although ofno ~~AMI~~assurance iscan ~~Mr.~~be ~~Aquino~~given, ~~our~~that ~~Chief~~with ~~Executive~~funding ~~Officer~~in the amount of approximately $10,000,000, ~~President~~the first therapeutic pharmaceutical, the prostate cancer specific drug and ~~Chief~~a ~~Financial~~prostate ~~Officer~~cancer vaccine can be evaluated through Phase I clinical trials in humans within the next 12 to 18 months. We do not have any definitive agreements for funding and as such there cannot be any assurance that we will be successful in achieving our goals.

WeResults ~~issued 100,000 shares~~ of ~~our common stock to our President and Chief Executive Officer and 900,000 shares to our Secretary in consideration of payment of $0.018 per share.~~Operations

~~DESCRIPTION~~Three OFmonths ~~CAPITAL~~ended ~~STOCK~~March 31, 2014, compared with three months ended March 31, 2013.

~~Introduction~~Revenue. There were no revenues recognized during the three months ended March 31, 2014 and 2013.

WeOperating ~~were~~Expenses. Operating ~~incorporated~~expenses ~~under~~for the ~~laws~~three months ended March 31, 2014, totaled $399,946 and consisted of ~~the~~consulting ~~State~~fees of ~~Delaware~~$167,750 onpaid ~~November~~for 14professional services, ~~2011.~~including ~~AMI~~legal, isaccounting ~~authorized~~and investor relations, research and development fees of $115,250 paid to ~~issue~~consultants ~~120~~for providing scientific research,~~000~~ patent legal fees of $59,~~000~~887 ~~shares~~for ongoing patent maintenance, general and administrative costs of ~~common~~$51,907, ~~stock~~consisting of rent, travel and other miscellaneous expenses and depreciation and amortization of $5,152, consisting mainly of patent amortization.

~~Common~~For ~~Stock~~the three months ended March 31, 2013, operating expenses totaled $101,478 and consisted of consulting fees of $6,250 paid for professional services, including legal and accounting, research and development fees of $27,000 paid to consultants for providing scientific research, patent legal fees of $52,303 for ongoing patent maintenance, general and administrative costs of $10,774 consisting of rent, travel and other miscellaneous expenses and depreciation and amortization of $5,151, consisting mainly of patent amortization.

~~Our~~The ~~certificate~~increase ofin ~~incorporation~~expenditures ~~authorizes~~for the ~~issuance~~three ofmonths ~~120~~ended March 31,~~000,000~~ ~~shares~~2014 ofover ~~common~~the ~~stock.~~same ~~There~~period ~~are~~ended 1March 31,~~000,000~~ ~~shares~~2013 ofis ~~our~~due ~~common~~to ~~stock~~the ~~issued~~increased ~~and~~level ~~outstanding~~of asactivity relating to the preparation of ~~December~~the ~~28,~~pre ~~2011~~investigational ~~that~~new ~~are~~drug ~~held~~application by(“IND”) ~~two~~with ~~shareholder.~~the ~~The~~FDA ~~holders~~for ofthe ~~our~~Company’s ~~common~~Phase ~~stock:~~I testing and an increase in consulting and professional fees relating to the Reverse Acquisition.

·Net ~~have~~Loss. The ~~equal~~net ~~ratable~~loss ~~rights~~for tothe ~~dividends~~three ~~from~~months ~~funds~~ended ~~legally~~March ~~available~~31, ~~for~~2014, ~~payment~~was of$399,946. ~~dividends~~The ~~when,~~net asloss ~~and~~for ifthe ~~declared~~three bymonths ~~the~~March ~~Board~~31, of2013, ~~Directors;~~was $101,802.

·Year ~~are~~ended ~~entitled~~December to31, ~~share~~2013, ~~ratably~~compared inwith ~~all of~~ the ~~assets~~year ~~available~~ended ~~for~~December ~~distribution to holders of common stock upon liquidation~~31, ~~dissolution or winding up of our affairs;~~2012.

·Revenue. There dowere ~~not~~no ~~have~~revenues ~~preemptive,~~recognized ~~subscription~~during orthe ~~conversion~~years ~~rights,~~ended orDecember ~~redemption~~31, or2013 ~~access to any sinking fund;~~ and 2012.

·Operating ~~are~~Expenses. Operating ~~entitled~~expenses tofor ~~one~~the ~~non-cumulative~~year ~~vote~~ended ~~per~~December ~~share~~31, on2013, ~~all~~totaled ~~matters~~$905,396 ~~submitted~~and consisted of research and development of $332,692 paid mainly to ~~stockholders~~consultants for aproviding ~~vote~~scientific atresearch, ~~any~~consulting ~~meeting~~fees of ~~stockholders~~$430,476 paid for professional services, including legal and accounting services, patent legal fees of $71,812 for ongoing patent maintenance, general and administrative costs of $49,809, consisting of rent and travel and other miscellaneous expenses, and depreciation and amortization of $20,607, consisting mainly of patent amortization.

~~See~~For ~~also~~the ~~Plan~~year ended December 31, 2012, operating expenses totaled $284,343 and consisted of ~~Distribution~~research ~~regarding~~and ~~the~~development ~~negative~~of ~~implications~~$73,335 paid mainly to consultants for providing scientific research, consulting fees of ~~being~~$99,960 ~~classified~~paid asfor aprofessional ~~“Penny~~services ~~Stock~~including legal and accounting, patent legal fees of $61,467 for ongoing patent maintenance,, general and administrative costs of $28,976 consisting mainly of rent, travel and other miscellaneous expenses and depreciation and amortization of $20,605, consisting mainly of patent amortization.”

~~Preferred~~The ~~Stock~~increase in expenditures for the year ended December 31, 2013 over the same period ended December 31, 2012 is mainly due to accrued salary and bonuses for research consultants as well as accounting and legal fees and an increase in consulting and professional fees relating to the reverse merger of the Company.

~~Our~~Net ~~certificate~~Loss. The ofnet ~~incorporation~~loss ~~does~~for ~~not~~the ~~authorize~~year ended December 31, 2013, was $905,920, including $524 in interest expense in association with the ~~issuance~~Prostagenics ofagreement. ~~shares~~The ofnet ~~preferred~~loss ~~stock~~for the year ended December 31, 2012 was $286,271.

Authorized but Un-issued Capital Stock

Delaware law does not require stockholder approval for any issuance of authorized shares. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital or to facilitate corporate acquisitions.

One of the effects of the existence of un-issued and unreserved common stock (and/or preferred stock) may be to enable our board of Directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our board by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of our common stock at prices higher than prevailing market prices.

~~Shareholder~~Table ~~Matters~~of Contents

AsLiquidity anand ~~issuer~~Capital of "penny stock", the protection provided by the federal securities laws relating to forward looking statements does not apply to us because our shares are considered to be penny stocks for the foreseeable future. Although the federal securities law provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us, including this prospectus, contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.Resources

~~Transfer~~Cash ~~Agent~~and Working Capital

We have ~~not~~incurred ~~yet~~net ~~appointed~~losses of $399,946 and $101,802 for the three months ended March 31, 2014 and 2013, respectively. As of March 31, 2014 the Company had cash and a ~~transfer~~stockholders’ ~~agent~~deficiency of $293,433 and $982,292, respectively. At March 31, 2014, the Company had negative working capital of $1,125,816. During the three months ended March 31, 2014 and 2013, the Company raised net proceeds of approximately $0 and $75,000, respectively.

~~PLAN~~We OFhave ~~DISTRIBUTION~~incurred net losses of $905,920 and $286,271 for the years ended December 31, 2013 and 2012, respectively. As of December 31, 2013 the Company had cash and a stockholders’ equity of $576,251 and $34,172, respectively. At December 31, 2013, the Company had a working capital deficiency of $114,504. During the year ended December 31, 2013, the Company raised net proceeds of approximately $935,000 through the issuance of common stock.

~~There~~Cash isUsed no public market for our common stock. Our common stock is currently held by two shareholders. Therefore, the current and potential market for our common stock is limited and the liquidity of our shares may be severely limited. In the absence of quotation or listing, no market is available for investors in ~~our~~Operating ~~common stock to sell their shares. We cannot provide any assurance that a meaningful trading market will ever develop or that our common stock will ever be quoted or listed for trading.~~Activities

IfOur ~~the~~primary ~~shares~~ongoing uses of ~~our~~operating ~~common~~cash ~~stock~~relate ~~ever~~to ~~become~~payments ~~tradable~~to subcontractors and vendors for research and development, ~~the~~ongoing ~~trading~~patent ~~price~~maintenance fees and professional fees. The timing of ~~our~~such ~~common~~payments ~~stock~~is ~~could~~generally beeven ~~subject~~throughout tothe ~~wide~~year. ~~fluctuations~~Our vendors and subcontractors generally provide us with normal trade payment terms. During the three months ended March 31, 2014, net cash used in ~~response~~operating activities amounted to ~~various~~$282,818 ~~events~~comprised orof ~~factors~~net loss of $399,946, ~~many~~positive adjustments to reconcile net loss to net cash used in operating activities of ~~which~~$35,152 ~~are~~and ~~beyond~~changes ~~our~~in ~~control.~~operating Asassets and liabilities of $81,976 as compared to $107,423 for the three months ended March 31, 2013, which comprised a ~~result~~net loss of $101,802, ~~investors~~positive ~~may~~adjustments beto ~~unable~~reconcile net loss to ~~sell~~net ~~their~~cash ~~shares~~used atin oroperating ~~greater~~activities ~~than~~of ~~the~~$5,151 ~~price~~and atchanges ~~which~~in ~~they~~operating ~~are~~assets ~~being~~and ~~offered~~liabilities of negative $10,772.

~~This~~ During ~~Offering~~the ~~will~~year beended ~~conducted~~December on31, a2013, ~~best-efforts~~net ~~basis~~cash ~~utilizing~~used ~~the~~in ~~efforts~~operating ofactivities ~~the~~amounted ~~existing~~to ~~officers~~$456,184 and comprised of ~~the~~our ~~Company.~~net ~~Potential~~loss ~~investors~~of ~~include~~$905,920, ~~but~~adjustments ~~are~~to ~~not~~reconcile ~~limited~~net loss to net cash used in operating activities of $306,647, ~~family~~of which $286,040 ~~friends~~related to non-cash stock-based compensation, and ~~acquaintances~~changes ofin ~~our~~operating ~~officers~~assets and liabilities of 143,089. ~~The~~During ~~intended~~the ~~methods~~year ofended ~~communication~~December ~~include~~31, ~~without limitation~~2012, ~~telephone~~we ~~calls~~used ~~and~~net ~~e-mails~~cash toin ~~personal~~operating ~~contacts.~~activities Inof ~~their~~$222,501, ~~endeavors~~comprised toof ~~sell~~net ~~this~~loss ~~Offering~~of $286,271 ~~our~~adjustments ~~existing~~to ~~officers~~reconcile ~~will~~net ~~not~~loss ~~engage~~to innet ~~general~~cash ~~solicitation~~used orin ~~use~~operating ~~any~~activities ~~mass~~of ~~advertising~~$20,605 ~~methods~~and ~~over~~changes ~~the~~in ~~Internet~~operating orassets ~~through~~and ~~the~~liabilities ~~print~~of ~~media~~$43,165.

~~Funds~~Cash ~~received~~Provided by ~~the~~Financing ~~sales agent in connection with sales of our securities will be transmitted immediately into an escrow account. There can be no assurance that all, or any, of the shares will be sold.~~Activities

~~Neither~~During ~~officer~~the ~~will~~three ~~not~~months ~~receive~~ended ~~commissions~~March ~~for~~31, ~~any~~2014 ~~sales~~and ~~originated~~2013, onthe ~~our~~Company ~~behalf.~~received Wenet ~~believe~~proceeds ~~that~~of ~~our~~$0 ~~existing~~and ~~officers~~$75,000, ~~are~~respectively, ~~exempt~~ from ~~registration~~common asstock aissuances. ~~broker~~During ~~under~~the year ended December 31, 2013, the ~~provisions~~Company received net proceeds of ~~Rule~~$934,999 ~~3a4-1~~from ~~promulgated~~common ~~under~~stock issuances. During the ~~Exchange~~year ~~Act.~~ended InDecember ~~particular~~31, ~~each~~2012, ~~existing~~net ~~officer:~~proceeds of $250,000 from common stock issuances.

~~1. Is~~Sources ~~not subject to a statutory disqualification, as that term is defined in Section 3(a)39~~ of ~~the Act, at the time of his participation;~~Liquidity

The Company incurred net losses of $399,946 during the three months ended March 31, 2014 and $905,920 during the year ended December 31, 2013. As of March 31, 2014 the Company had a negative working capital and stockholders’ deficiency of $1,125,816 and $982,292, respectively. IsAs ~~not~~of December 31, 2013 the Company had a working capital deficiency and stockholders’ equity of $114,504 and $34,172, respectively. Subsequent to beMarch ~~compensated~~31, in2014, ~~connection~~the ~~with~~Company ~~his~~raised ~~participation~~aggregate bygross proceeds of $550,000 from the ~~payment~~private placement of ~~commissions~~common stock and warrants. In order to execute the Company's long-term strategic plan, the Company will need to raise additional funds, through public or private equity offerings, debt financings, or other ~~remuneration~~means. ~~based~~The ~~either~~Company ~~directly~~can give no assurance that the cash raised subsequent to March 31, 2014 or ~~indirectly~~any additional funds raised will be sufficient to execute its business plan. Additionally, the Company can give no assurance that additional funds will be available on ~~transactions~~reasonable interms, ~~securities;~~or available at all, or that it will generate sufficient revenue to alleviate the going concern. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

bThe Company’s ability to execute its business plan is dependent upon its ability to raise additional equity, secure debt financing, and/or generate revenue. IsShould the Company not anbe ~~associated~~successful ~~person~~in ofobtaining athe ~~broker~~necessary financing, or ~~dealer;~~generate ~~and~~sufficient revenue to fund its operations, the Company would need to curtail certain of its operational activities. The accompanying financial statements do not include any adjustments that might be necessary, should the Company be unable to continue as a going concern.

c.Off ~~the~~Balance ~~conditions~~Sheet ~~of the following:~~Arrangements

i.We ~~Primarily~~do ~~performs,~~not have any relationships with unconsolidated entities or isfinancial ~~intended~~partnerships, ~~primarily~~such as entities often referred to ~~perform~~as atstructured finance or special purpose entities, which would have been established for the ~~end~~purpose of ~~the~~facilitating ~~Offering~~off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, ~~substantial~~we ~~duties~~do ~~for~~not have any undisclosed borrowings or ondebt, ~~behalf~~and ofwe ~~the~~have ~~issuer~~not ~~otherwise~~entered ~~than~~into inany ~~connection~~synthetic ~~with~~leases. ~~transactions~~We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in ~~securities;~~such relationships.

ii. Was not a broker or dealer, or associated persons of a broker or dealer, within the preceding 12 months; and

iii. Did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs within this section, except that for securities issued pursuant to rule 415 under the Securities Act of 1933, the 12 months shall begin with the last sale of any security included within a rule 415 registration

NoTable ~~Officers or Directors~~ of ~~the Company may purchase any securities in this Offering.~~Contents

~~There~~Critical ~~can~~Accounting be no assurance that all, or any, of the shares will be sold. As of this date, we have not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if we were to enter into such arrangements, we will file a post-effective amendment to disclose those arrangements because any broker-dealer participating in this Offering would be acting as an underwriter and would have to be so named herein. In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which we have complied. The purchasers in this Offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available. As of this date, we have not identified the specific states where the Offering will be sold.Policies

The ~~proceeds~~following ~~from~~discussion ~~the~~and ~~sale~~analysis of ~~the~~financial ~~shares~~condition inand ~~this~~results ~~Offering~~of ~~will~~operations beis ~~payable~~based toupon our ~~lawyer’s~~consolidated ~~Attorney-Client~~financial ~~Escrow Account~~statements, ~~and~~which ~~will~~have bebeen ~~deposited~~prepared in aconformity ~~non-interest-bearing~~with ~~bank~~accounting ~~account~~principles ~~until~~generally ~~this~~accepted ~~Offering~~in isthe ~~completed.~~United ~~Failure~~States toof doAmerica. soCertain ~~will~~accounting ~~result~~policies inand ~~checks~~estimates ~~being~~are ~~returned~~particularly important to the ~~investor~~understanding ~~who~~of ~~submitted~~our financial position and results of operations and require the ~~check.~~application Noof ~~interest~~significant ~~will~~judgment by our management or can be ~~paid~~materially affected by changes from period to ~~any~~period ~~shareholder~~in economic factors or ~~the~~conditions ~~Company.~~that ~~All~~are ~~subscription~~outside ~~agreements~~of ~~and~~our ~~checks~~control. As a result, they are ~~irrevocable~~subject to an inherent degree of uncertainty. ~~All~~In ~~subscription~~applying ~~funds~~these ~~will~~policies, our management uses their judgment to determine the appropriate assumptions to be ~~held~~used in the ~~Escrow~~determination ~~Account~~of ~~pending~~certain ~~closing~~estimates. Those estimates are based on our historical operations, our future business plans and noprojected ~~funds~~financial ~~shall~~results, beour ~~released~~observance of trends in the industry and information available from other outside sources, as appropriate. Please see Note 3 to ~~AMI~~our ~~until~~consolidated financial statements included in this ~~Offering~~prospectus isfor ~~completed.~~a ~~Thereafter,~~more ~~the~~complete ~~escrow~~description ~~agreement~~of ~~shall~~our ~~terminate~~significant accounting policies.

~~Investors~~Basis ~~can~~of ~~purchase~~Presentation. ~~common~~The ~~stock~~Company’s inconsolidated ~~this~~financial ~~Offering~~statements byhave ~~completing~~been aprepared ~~Subscription~~in ~~Agreement,~~conformity awith ~~copy~~accounting ofprinciples ~~which~~generally isaccepted ~~filed~~in asthe ~~Exhibit~~United ~~99.1~~States towhich ~~the~~contemplate ~~registration~~continuation ~~statement~~ of ~~which~~the ~~this~~Company ~~prospectus~~as is a ~~part,~~going ~~and sending it together with payment in full~~concern. ~~All~~However, ~~payments~~the ~~must~~Company beis ~~made~~subject into ~~United~~the ~~States~~risks ~~currency~~and ~~either~~uncertainties byassociated ~~personal~~with ~~check,~~a ~~bank~~new ~~draft~~business, orhas ~~cashier~~no ~~check.~~established ~~There~~source isof norevenue, ~~minimum~~and ~~subscription~~has ~~requirement.~~incurred ~~All~~significant ~~subscription~~losses ~~agreements~~from ~~and~~operations ~~checks~~since ~~are irrevocable~~inception. The Company’s ~~expressly~~operations ~~reserves~~are ~~the~~dependent ~~right~~upon toit ~~either~~raising ~~accept~~additional orcapital. ~~reject~~These ~~any~~matters ~~subscription.~~raise ~~Any~~substantial ~~subscription~~doubt ~~rejected~~about ~~will~~the beCompany’s ~~returned~~ability to ~~the~~continue ~~subscriber~~as ~~within~~a ~~five~~going ~~business~~concern. ~~days~~The ofconsolidated ~~the~~financial ~~rejection~~statements ~~date.~~do ~~Furthermore,~~not ~~once~~include aany ~~subscription~~adjustments ~~agreement~~relating isto ~~accepted,~~the itrecoverability ~~will~~and beclassification ~~executed~~of ~~without~~recorded ~~reconfirmation~~asset toamounts or ~~from~~ the ~~subscriber.~~amounts ~~Once~~and weclassification ~~accept~~of aliabilities ~~subscription,~~that could result from the ~~subscriber~~outcome ~~cannot~~of ~~withdraw~~this ituncertainty.

WeResearch ~~will~~and ~~pay~~Development. ~~all~~Research ~~expenses~~and ~~incident~~development tocosts ~~the~~consist ~~registration,~~of ~~Offering~~expenditures ~~and~~incurred ~~sale~~during the course of ~~the~~planned ~~shares~~research ~~other~~and ~~than~~investigation ~~commissions~~aimed orat ~~discounts~~the discovery of ~~underwriters~~new knowledge, ~~broker-dealers~~which will be useful in developing new products or ~~agents~~processes. The Company expenses all research and development costs as incurred.

~~Insofar~~Intangible asAssets - ~~indemnification~~Intangible ~~for~~assets ~~liabilities~~are ~~arising~~comprised ~~under~~of ~~the~~patents ~~Securities~~and ~~Act~~licenses ~~may~~with beoriginal ~~permitted~~estimated touseful ~~our~~lives ~~Directors,~~of ~~officers~~10-15 ~~and~~years. Once ~~controlling~~placed ~~persons~~into service, wethe ~~have~~Company ~~been~~amortizes ~~advised that in~~ the ~~opinion~~cost of the ~~SEC~~intangible ~~such~~assets ~~indemnification~~over istheir ~~against~~estimated ~~public~~useful ~~policy~~lives ason ~~expressed~~a instraight ~~the~~line ~~Securities Act and is, therefore, unenforceable~~basis.

~~Any~~Impairment ~~purchaser~~of Long-Lived Assets – We review for the impairment of ~~our~~long-lived ~~securities~~assets ~~should~~whenever beevents ~~aware~~or ~~that~~changes ~~any~~in ~~market~~circumstances indicate that ~~develops~~the incarrying ~~our~~amount ~~stock~~of ~~will~~an asset may not be ~~subject~~recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows expected to result from the ~~penny~~use ~~stock~~of ~~restrictions~~the asset and its eventual disposition is less than its carrying amount. We have not identified any such impairment losses.

~~The~~Income ~~trading~~Taxes - AVT uses the asset and liability method of ~~our~~accounting ~~securities~~for income taxes in accordance with ASC Topic 740, if"Income ~~any~~Taxes." Under this method, ~~will~~income betax inexpense ~~the~~is ~~over-~~recognized for the~~-counter~~ ~~markets~~amount ~~which~~of: ~~are~~(i) ~~commonly~~taxes ~~referred~~payable toor asrefundable for the ~~OTCBB~~current asyear ~~maintained~~and by(ii) ~~FINRA~~deferred ~~(once~~tax ~~and~~consequences ifof ~~and~~temporary ~~when~~differences ~~quoting~~resulting ~~thereon~~from ~~has~~matters ~~occurred).~~that Ashave abeen ~~result,~~recognized in an ~~investor~~entity's ~~may~~financial ~~find~~statements itor ~~difficult~~tax toreturns. ~~dispose~~Deferred ~~of,~~tax orassets toand ~~obtain~~liabilities ~~accurate~~are ~~quotations~~measured asusing enacted tax rates expected to apply to taxable income in the ~~price~~year ~~of,~~in ~~our~~which ~~securities~~those temporary differences are expected to be recovered or settled.

~~OTCBB~~Stock-Based ~~Considerations~~Compensation - We measure the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period.

~~OTCBB~~Fair ~~securities~~Value ~~are not listed and traded on the floor~~ of anFinancial organized national or regional stock exchange. Instead, OTCBB securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTCBB stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.Instruments

The financial instruments consist of cash, accounts payables, accrued expenses, warrant liabilities and short-term credit obligations. The carrying amounts of the financial instruments approximate their respective current fair values due to their relatively short maturities. The carrying amounts of short term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates, are comparable to rates of returns for instruments of similar credit risk. Pursuant to the requirements of ASC 820, the Company’s financial assets and liabilities measured at fair value on a recurring basis are classified and disclosed in one of the following three categories:

Level 1: Financial instruments with unadjusted quoted prices listed on active market exchanges.

ToTable be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. We are not permitted to file such application on our own behalf. A market maker has agreed to file an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the OTCBB maintained by FINRA commencing upon the effectiveness of our registration statement of which this prospectus is a part. There can be no assurance that the market maker’s application will be accepted by FINRA, nor can we estimate as to the time period that the application will require.Contents

~~The~~Level ~~OTCBB~~2: isFinancial ~~separate~~instruments ~~and~~lacking ~~distinct~~unadjusted, quoted prices from active market exchanges, including over the ~~NASDAQ~~counter ~~stock~~traded ~~market~~financial instruments. ~~NASDAQ~~The ~~has~~prices nofor ~~business~~the ~~relationship~~financial ~~with~~instruments ~~issuers~~are ofdetermined ~~securities~~using ~~quoted~~prices onfor ~~the~~recently ~~OTCBB.~~traded ~~The~~financial ~~SEC’s~~instruments ~~order~~with ~~handling~~similar ~~rules,~~underlying ~~which~~terms ~~apply~~as towell ~~NASDAQ-listed~~as ~~securities~~directly or indirectly observable inputs, dosuch ~~not~~as ~~apply~~interest torates ~~securities~~and ~~quoted~~yield oncurves ~~the~~that ~~OTCBB~~are observable at commonly quoted intervals.

~~Although~~Level ~~the~~3: ~~NASDAQ~~Financial ~~stock~~instruments ~~market~~that ~~has~~are ~~rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for~~ not ~~meeting~~actively ~~those~~traded ~~standards,~~on ~~the~~a ~~OTCBB~~market ~~has no listing standards~~exchange. ~~Rather,~~This itcategory isincludes ~~the~~situations ~~market~~where ~~maker~~there ~~who~~is ~~chooses to quote a security on the system~~little, ~~files~~if ~~the application~~any, ~~and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a~~ market ~~maker~~activity tofor ~~quote~~ the ~~stock~~financial ~~of a company assuming all FINRA questions relating to its Rule 211 process are answered accurately and satisfactorily~~instrument. The ~~only~~prices ~~requirement~~are ~~for~~determined ~~ongoing~~using ~~inclusion~~significant inunobservable ~~the~~inputs ~~OTCBB~~or isvaluation ~~that the issuer be current in its reporting requirements with the SEC~~techniques.

~~Although~~Fair wevalue ~~anticipate~~of ~~that~~financial ~~quotation~~instruments onis defined as an exit price, which is the ~~OTCBB~~price ~~will~~that ~~increase~~would ~~liquidity~~be ~~for~~received ~~our~~upon ~~stock,~~sale ~~investors~~of ~~may~~an ~~have~~asset ~~difficulty~~or paid upon transfer of a liability in ~~getting~~an ~~orders~~orderly ~~filled~~transaction ~~because~~between ~~trading~~market ~~activity~~participants onat the ~~OTCBB~~measurement date. The degree of judgment utilized in ~~general~~measuring isthe ~~not~~fair ~~conducted~~value asof ~~efficiently~~assets and ~~effectively~~liabilities asgenerally ~~with~~correlates ~~NASDAQ-listed~~to ~~securities~~the level of pricing observability. AsFinancial aassets ~~result~~and liabilities with readily available, ~~investors’~~actively ~~orders~~quoted ~~may~~prices or for which fair value can be ~~filled~~measured atfrom aactively quoted prices in active markets generally have more pricing observability and require less judgment in measuring fair value. Conversely, financial assets and liabilities that are rarely traded or not quoted have less price ~~much~~observability ~~different~~and ~~than~~are ~~expected~~generally ~~when~~measured anat ~~order~~fair value using valuation models that require more judgment. These valuation techniques involve some level of management estimation and judgment, the degree of which is ~~placed~~dependent on the price transparency of the asset, liability or market and the nature of the asset or liability. The Company has categorized its financial assets and liabilities measured at fair value into a three-level hierarchy.

~~Investors~~The ~~must~~warrants ~~contact~~the aCompany ~~broker-dealer~~agreed to ~~trade~~issue ~~OTCBB~~to ~~securities.~~the ~~Investors~~investors dowho ~~not~~took ~~have~~part ~~direct~~in ~~access~~the December 2013 private placements and to SRFF (See Note 9 to the ~~bulletin~~financial ~~board~~statements) contain ~~service.~~net-cash ~~For~~settlement ~~bulletin~~features ~~board~~giving ~~securities,~~the ~~there~~warrant ~~only~~holder ~~has~~the right to benet-cash ~~one~~settlement ~~market~~in ~~maker~~the event certain transactions occur.

~~OTCBB~~MARKET ~~transactions~~PRICE ~~are~~OF ~~conducted~~AND ~~almost~~DIVIDENDS ~~entirely~~ON ~~manually.~~REGISTRANT’S ~~Because~~COMMON ~~there~~EQUITY ~~are~~AND noRELATED ~~automated~~STOCKHOLDER systems for negotiating trades on the OTCBB, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.MATTERS

~~Because~~Market ~~OTCBB stocks are usually not followed by analysts, there may be lower trading volume than~~ for ~~NASDAQ-listed securities.~~Securities

~~Section~~The ~~15(g)~~Company’s ofcommon stock is quoted on the ~~Exchange~~OTCQB ~~Act~~under the symbol “AVTH ”. Prior to 2014, there was minimal reported trading in our common stock.

~~Our~~The ~~shares~~following ~~will~~table besets ~~covered~~forth, byfor ~~Section 15(g) of~~ the ~~Exchange~~periods ~~Act~~indicated, ~~and~~the ~~Rules~~range ~~15g-1~~of ~~through~~high ~~15g-6 promulgated thereunder. They impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers~~ and ~~accredited~~low ~~investors~~intraday ~~(generally~~closing ~~institutions~~bid ~~with~~information ~~assets~~per inshare ~~excess~~ of ~~$5,000,000~~our orcommon ~~individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $310,000 jointly with their spouses)~~stock.

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules (but is not applicable to us).

	High		Low
Quarter ended 3/31/2014	$	0.89	$	0.26
Quarter ended 6/30/2014	$	0.42	$	0.13

~~Rule~~The ~~15g-2~~above ~~declares~~prices ~~unlawful~~are ~~broker~~believed to reflect representative inter-dealer ~~transactions~~quotations, inwithout ~~penny~~retail ~~stocks~~markup, ~~unless~~markdown ~~the~~or ~~broker-dealer~~other ~~has~~fees ~~first~~or ~~provided~~commissions, toand ~~the~~may ~~customer~~not arepresent ~~standardized~~actual ~~disclosure document~~transactions.

~~Rule~~As ~~15g-3~~of ~~provides~~July ~~that~~14, it2014, isthere ~~unlawful~~were ~~for~~approximately a52 ~~broker-dealer~~holders toof ~~engage~~record inof ~~a penny stock transaction unless~~ the ~~broker-dealer~~Company’s ~~first~~common ~~discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny~~ stock ~~in question~~.

Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.Dividends

The Company has never declared or paid any cash dividends on its common stock. The Company currently intends to retain future earnings, if any, to finance the expansion of its business. As a result, the Company does not anticipate paying any cash dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

~~Rule~~Table ~~15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time~~ of ~~or prior to the transaction, information about the sales persons compensation.~~Contents

~~Rule~~DIRECTORS ~~15g-6~~AND ~~requires~~EXECUTIVE ~~broker-dealers selling penny stocks to provide their customers with monthly account statements.~~OFFICERS

~~Rule~~Below ~~3a51-1~~are of the ~~Exchange~~names ~~Act~~and ~~establishes~~certain ~~the~~information ~~definition~~regarding ofthe aCompany’s ~~"penny~~executive ~~stock,"~~officers ~~for~~and ~~purposes~~directors. ~~relevant~~Except ~~to us,~~ as ~~any~~set ~~equity~~forth ~~security that has a minimum bid price of less than $4.00 per share or with an exercise price of less than $4.00 per share~~below, ~~subject to a limited number of exceptions. It is likely that~~ our ~~shares~~officers ~~will~~devote beapproximately ~~considered~~40-50 tohours beper ~~penny~~week stocks for the immediately foreseeable future. For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the ~~transaction setting forth the identity and quantity of the penny stock to be purchased~~Company.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

Name	Age	Position
Abraham Mittelman	66	Chief Executive Officer, Chief Financial Officer, Chairman
Morton Coleman	72	Vice President
Robert Pollock	77	President and Chief Operating Officer
Raj Tiwari	57	Chief Scientific Officer and Director
Jan Geliebter	58	Secretary
Debabrata Banerjee	57	Clinical Development Officer

~~The broker or dealer must also deliver~~Abraham Mittelman, ~~prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:~~ MD

·Dr. Mittelman has served as the ~~basis~~Company’s onChief ~~which~~Executive Officer, Chief Financial Officer and Chairman since December 13, 2013. Dr. Mittelman, 66, is a practicing Oncologist with an extensive background in theoretical, clinical and practical research experience and a keen ability to identify novel therapeutics as well as the ~~broker~~ability orto ~~dealer~~measure ~~made~~their clinical outcome. He is an Associate Professor of Microbiology and Immunology at New York Medical College, a position he has held since 2000. He is also Associate Professor of Medicine, Department of Medicine, New York Medical College (NYMC) (since 1983) and Attending Physician in the ~~suitability~~Department ~~determination~~of Medicine, Division of Oncology, at Westchester Medical Center (since 1983). His academic training as Research Fellow was at Memorial Sloan-Kettering Cancer Center, New York City, in Oncology. He has previously held the position of Assistant Professor of Medicine at Cornell University. Dr. Mittelman has extensive experience in managing clinical trials in investigational pharmaceuticals and immunological agents.

·Dr. ~~that~~Mittelman currently serves on the ~~broker~~Editorial orBoard ~~dealer~~for ~~received~~the apublication ~~signed,~~of Cancer ~~written~~Investigation and Clinics ~~agreement~~of ~~from~~Oncology and Hematology. He previously served on the ~~investor~~Editorial ~~prior~~Board of Acta Hematologica. He currently reviews papers for submission to Cancer, ~~the~~The ~~transaction~~Journal of mmunology, and American Cancer Society. In addition to being an active researcher, Dr. Mittelman is a prolific writer and has authored or co-authored more than 150 scientific papers and book chapters, and more than 200 abstracts. Many of these papers have been presented at international conferences on cancer research.

~~Disclosure~~Dr. Mittelman ~~also~~is ~~has to be made about~~ the ~~risks~~ President of the New ~~investing~~York inState ~~penny~~Society ~~stock~~of inMedical ~~both~~Oncology ~~public offerings~~ and inHematology, ~~secondary trading~~ and ~~commissions~~is ~~payable~~a tomember ~~both~~of the ~~broker-dealer~~American ~~and~~Society ~~the~~of ~~registered~~Clinical ~~representative~~Oncology, ~~current~~the ~~quotations~~American Association for ~~the~~Cancer ~~securities~~Research, ~~and~~ the ~~rights~~American ~~and~~Society ~~remedies~~of ~~available~~Pharmacology, toand anthe ~~investor~~Society ~~in cases~~ of ~~fraud~~Biologic ~~in penny stock transactions~~Therapy. He ~~Additionally,~~has ~~monthly~~received ~~statements~~numerous ~~have~~awards ~~to be sent disclosing recent price information~~ for ~~the~~his ~~penny~~clinical ~~stock held in the account and information on the limited market in penny stocks~~research.

~~Many~~Dr. ~~brokers~~Mittelman ~~have~~holds ~~decided~~an ~~not~~MD todegree ~~trade~~from ~~penny stocks because of~~ the ~~requirements~~University of ~~the~~Guadalajara. ~~penny~~He ~~stock~~previously ~~rules~~studied ~~and, as a result, the number of broker-dealers willing to act as market makers~~ in ~~such securities is limited. If~~ the ~~Company~~Masters’ ~~remains subject to the penny stock rules for any significant period~~Program, ~~which~~majoring isin ~~likely~~Physics, itat ~~could~~New ~~have~~York anUniversity. ~~adverse~~His ~~effect~~undergraduate ondegree ~~the~~is ~~market,~~from ifPratt ~~any,~~Institute. ~~for the Company’s securities~~Dr. ~~If the Company~~Mittelman’s ~~securities~~medical ~~are~~and ~~subject~~scientific toknowledge ~~the~~and ~~penny~~experience ~~stock~~qualify ~~rules,~~him ~~investors will find it difficult~~ to ~~dispose~~serve ofon the Company’s ~~securities~~board of directors.

~~State Securities – Blue Sky Laws~~Morton Coleman, MD

~~There~~Dr. Coleman has served as the Company’s Vice President since December 13, 2013. Dr. Coleman, 72, is noClinical ~~established~~Professor ~~public~~of ~~market~~Medicine at the Weill Medical College of Cornell University and the Director of the Center for ~~our~~Lymphoma ~~common~~and ~~stock~~Myeloma at the New York Presbyterian Hospital-Weill Cornell Campus, ~~and~~a ~~there~~position ~~can~~he behas noheld ~~assurance~~since ~~that~~1997. ~~any~~Dr. ~~market~~Coleman’s ~~will~~expertise ~~develop~~is in the ~~foreseeable~~treatment ~~future~~of lymphoma, myeloma, Waldenstrom’s macroglobulinemia, and associated diseases. ~~Transfer~~He ofhas ~~our~~played ~~common~~an ~~stock~~instrumental ~~may~~role ~~also~~in bedevising ~~restricted~~the ~~under~~standard treatment for Hodgkin’s disease, the ~~securities~~use orof ~~securities~~infusional ~~regulations~~chemotherapy ~~laws~~in ~~promulgated~~lymphoma, bythe ~~various~~concept ~~states~~of dose intensity and ~~foreign~~its ~~jurisdictions~~use in myeloma and lymphoma, ~~commonly~~the ~~referred~~combined touse asof ~~"Blue~~thalidomide ~~Sky"~~in ~~laws.~~myeloma, ~~Absent~~the ~~compliance~~role ~~with~~of ~~such~~PET ~~individual~~scanning ~~state~~in ~~laws~~lymphoma, ~~our~~the ~~common~~innovative ~~stock~~applications ~~may~~of ~~not~~monoclonal beantibodies ~~traded~~ in ~~such~~lymphoma ~~jurisdictions~~and many other developments. ~~Because~~Dr. Coleman is chairman of the ~~securities~~Medical ~~registered~~Affiliate ~~hereunder~~Board ~~have~~of ~~not~~Lymphoma ~~been~~Research ~~registered~~Foundation ~~for~~and is on its Board of Directors ~~resale~~and Scientific ~~under~~Review committee. He is also a member of the ~~blue~~scientific ~~sky~~review ~~laws~~committees of ~~any~~the ~~state~~International Waldenstrom’s Foundation and the Research Fund for Waldenstroms, Ltd. Dr. Coleman has served as chairman of the ~~holders~~New Agents Committee of ~~such~~the ~~shares~~Cancer and ~~persons~~Leukemia ~~who~~Group ~~desire~~B to(university ~~purchase~~research ~~them~~consortium) inand ~~any~~currently ~~trading~~is ~~market~~on ~~that~~its ~~might~~Lymphoma ~~develop~~Core inCommittee. He is the ~~future,~~chairman ~~should~~of bethe ~~aware~~Fund ~~that~~for ~~there~~Blood ~~may~~and beCancer ~~significant~~Research ~~state~~and ~~blue-sky~~has ~~law~~also ~~restrictions~~served ~~upon~~as the ~~ability~~chairman of ~~investors~~the toboard ~~sell~~of the ~~securities~~Affiliated Physician’s Network. He has served on both the Publication and Program Committees of ~~purchasers~~the toAmerican ~~purchase~~Society of Clinical Oncology and also served as the ~~securities~~chairman of several subcommittees. ~~Accordingly~~He is an Associate Editor of Cancer Investigation and has served as the chairman, ~~investors~~consultant ~~may~~or ~~not~~member bereviewer ~~able~~for tomany ~~liquidate~~scientific ~~their~~committees ~~investments~~and journals, particularly in the areas of lymphoma, myeloma and ~~should~~Waldenstrom’s bemacroglobulinemia. ~~prepared~~He tohas ~~hold~~authored over 400 publications in the ~~common~~field ~~stock~~of ~~for~~blood ancancers, ~~indefinite~~and ~~period~~has ofbeen ~~time~~designated a “Top Doctor” by U.S. News Magazine and New York Magazine.

We will consider applying for listing in Mergent, Inc., a leading provider of business and financial information on publicly listed companies, which, once published, will provide AMI with “manual” exemptions in approximately 33 states as indicated in CCH Blue Sky Law Desk Reference at Section 6311 entitled “Standard Manuals Exemptions.” However, we may not be accepted for listing in Mergent or similar services designed to obtain manual exemptions if we are considered to be a "shell" at the time of application.

~~Thirty-three~~Table ~~states have what is commonly referred to as a "manual exemption" for secondary trading~~ of securities such as those to be resold by selling stockholders under this registration statement. In these states, so long as we obtain and maintain a listing in Mergent, Inc. or Standard and Poor's Corporate Manual, secondary trading of our common stock can occur without any filing, review or approval by state regulatory authorities in these states. These states are: Alaska, Arizona, Arkansas, Colorado, Connecticut, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nebraska, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah, Washington, West Virginia and Wyoming. We cannot secure this listing, and thus this qualification, until after our registration statement is declared effective. Once we secure this listing (assuming that being a development stage and shell company is not a bar to such listing), secondary trading can occur in these states without further action.Contents

Upon effectiveness of this Prospectus, the Company intends to consider becoming a “reporting issuer” under Section 12(g) of the Exchange Act, as amended, by way of filing a Form 8-A with the SEC. A Form 8-A is a “short form” of registration whereby information about the Company will be incorporated by reference to the Registration Statement on Form S-1, of which this prospectus is a part. Upon filing of the Form 8-A, if done, the Company’s shares of common stock will become “covered securities,” or “federally covered securities” as described in some states’ laws, which means that unless you are an “underwriter” or “dealer,” you will have a “secondary trading” exemption under the laws of most states (and the District of Columbia, Guam, the Virgin Islands and Puerto Rico) to resell the shares of common stock you purchase in this Offering. However, four states do impose filing requirements on the Company: Michigan, New Hampshire, Texas and Vermont. The Company intends, at its own cost, to make the required notice filings in Michigan, New Hampshire, Texas and Vermont immediately after filings its Form 8-A with the SEC.Robert Pollock

WeMr. ~~currently~~Pollock dohas ~~not~~served ~~intend~~as tothe Company’s President and ~~may~~Chief ~~not~~Operating beOfficer ~~able~~since toDecember ~~qualify~~13, ~~securities~~2013. ~~for~~Mr. ~~resale~~Pollock, 77 has over 40 years of business experience and is a graduate of City University of New York with a Physics and Engineering background. Robert is also a graduate of General Electric Management’s school, in ~~other~~Crotonville, ~~states~~New ~~which~~York. ~~require~~Since ~~shares~~2000, tohe behas ~~qualified~~been ~~before~~the ~~they~~Founder ~~can~~and beManaging ~~resold~~Partner byof Continuum Partners, a global Network Security & Business Development Consultancy. His partners included three internationally recognized senior security experts with globally recognized PhD’s, including a former NSA Deputy Director. Besides his own extensive technological, and business development skills he works hand in hand with our ~~shareholders~~PhDs and MDs in bringing their patented intellectual property to market.

~~Limitations Imposed by Regulation M~~Raj Tiwari, PhD

~~Under~~Dr. ~~applicable~~Tiwari ~~rules~~has served as the Company’s Chief Scientific Officer and ~~regulations~~director ~~under~~since ~~the~~December ~~Exchange~~13, ~~Act~~2013. Dr. Tiwari, ~~any~~57 ~~person~~is ~~engaged~~a inCancer ~~the~~Biologist ~~distribution~~with over 25 years of cancer research. He is a Professor of Microbiology and Immunology, the ~~shares~~Graduate ~~may~~Program ~~not~~Director, ~~simultaneously~~and ~~engage~~Professor inof ~~market~~Otolaryngology ~~making~~at ~~activities~~New ~~with~~York ~~respect~~Medical toCollege, ~~our~~a ~~common~~position ~~stock~~he ~~for~~has held since 1996. An accomplished scientist of international repute, has over 150 publication and abstracts, is a ~~period~~leader in cancer prevention and control and in inventor of ~~two~~several ~~business~~patents ~~days~~involving ~~prior~~Capridine toand ~~the~~Cancer ~~commencement~~Vaccine which are part of ~~such~~our ~~distribution~~intellectual property.

~~LEGAL~~Dr. ~~MATTERS~~Tiwari was Assistant Professor of Biochemistry in Surgery, Cornell University Medical College (1991-1996), New York, Assistant Laboratory Member for the Sloan-Kettering Institute for Cancer Research (1989-1991). During the same period he served as Assistant Attending Biochemist for Memorial Hospital, Breast Service. Dr. Tiwari has a Ph.D. in Biochemistry from Calcutta University and received his post-doctoral training at the University of Toronto, Canada (1984-1985) and then at Sloan-Kettering Cancer Institute, New York (1986-1989).

~~The~~In ~~validity~~addition ofto his academic appointments, Dr. Tiwari reviews grant applications for the ~~issuance~~American ofCancer Society, the ~~shares~~American-Italian ofFoundation, ~~common~~the ~~stock~~Dutch ~~offered~~Cancer ~~hereby~~Society, ~~will~~and bethe ~~passed~~Governments ~~upon~~of Israel and Italy. He also reviews papers for usa bynumber ~~Jonathan~~of D.referred ~~Strum~~scientific publications that include: Cancer Research, ~~Esq~~Journal of Clinical Oncology, Anti-Cancer Research, American Journal of Gastroenterology, Journal of the National Cancer Institute, Journal of Interferon Research, Peptides, FASEB Journal, and Breast Cancer Research and Treatment.

Dr. Tiwari has published over one hundred scientific articles, primarily in cancer biology. Dr. Tiwari has been honored a number of times for his scholarship, including: (i) National Scholarship, Government of India (1972-1979); (ii) Junior Research Fellowship, Indian Council of Medical Research (1979-1982); (iii) Senior Research Fellowship, Indian council of Medical Research (1982-1983); (iv) Post-Doctoral Fellowship, University of Toronto (1983-1985); and (v) Post- Doctoral Fellowship, the National Institute of Health (1992). He is the author of several awarded patents.

Dr. Tiwari is a member of the American Association for Cancer Research, the American Association for the Advancement of Science, the Society for Interferon Research, the Harvey Society and the New York Academy of Sciences. Dr. Tiwari is also a member of the Molecular Biology Study Section which reviews and awards grants for breast cancer from the US Army Medical Research Command. His research has been funded by grants from the National Institute of Health (NIH), the US Army Medical Research Command (Breast and Prostate Cancer Initiative), and the American Institute for Cancer Research. Dr. Tiwari’s medical and scientific knowledge and experience qualify him to serve on the Company’s board of directors.

Jan Geliebter, PhD

Dr. Geliebter has served as the Company’s Secretary since December 13, 2013. Dr. Geliebter, 58, brings to the Company experience in areas including research of prostate cancer, thyroid cancer, vaccines, and infectious diseases.

Dr. Geliebter is the Professor of Microbiology and Immunology, Associate Professor of Medicine, Associate Professor of Otolaryngology, and Medical Microbiology Course Director at New York Medical College. He joined New York Medical College as Assistant Professor of Microbiology and Immunology in 1996. Previously, Dr. Geliebter was Assistant Professor of Urology at Albert Einstein College of Medicine (1993 – 1996). Prior to this, he held the position of Assistant Investigator for the Howard Hughes Medical Institute (1988 – 1993). During the same period, Dr. Geliebter was an Assistant Professor for The Rockefeller University. In his early graduate career, he served as a Research Associate for Albert Einstein College of Medicine (1984 – 1987) and a Postdoctoral Fellow (1981 – 1984).

~~EXPERTS~~Table of Contents

~~The~~In ~~financial~~addition ~~statements~~to ofhis ~~AMI~~academic asappointments, ofDr. ~~November~~Geliebter ~~30,~~serves ~~2011~~as ~~and~~an Ad hoc Reviewer for the ~~period~~periodicals: Journal ~~November~~of 14Urology, ~~2011~~Cancer ~~(inception)~~Investigation, toCancer, ~~November~~and ~~30,~~Peptides. He ~~2011~~is ~~included~~very active in ~~this~~a ~~prospectus~~wide ~~have~~range ~~been~~of ~~audited~~educational byactivities ~~independent~~at ~~registered~~the ~~public~~New ~~accountants~~York ~~and~~Medical ~~have~~College ~~been~~on sothe ~~included~~graduate inlevel ~~reliance~~and ~~upon~~ the ~~report~~medical ofschool ~~Weinberg~~and &also ~~Baer LLC~~has ~~given~~a onkeen ~~the~~interest ~~authority~~in ofhelping ~~such~~high ~~firm~~school asstudents ~~experts~~considering ina ~~accounting~~career ~~and~~in ~~auditing~~science.

~~WHERE~~Dr. ~~YOU~~Geliebter has ~~CAN~~published over ~~FIND~~fifty ~~MORE~~(50) ~~INFORMATION~~scientific articles. He has been awarded three (3) patents and currently has two (2) patents pending. Dr. Geliebter has been honored for his scholarship by the American Cancer Society, National Cancer Institute, Albert Einstein College of Medicine, Pfeiffer Foundation, and New York Medical College. Dr. Geliebter holds a PhD in Microbiology and Immunology from SUNY, Downstate Medical Center.

WeDr. ~~have~~Geliebter ~~filed~~is ~~with the Securities and Exchange Commission~~ a ~~registration~~member ~~statement~~of onthe ~~Form~~American ~~S-1,~~Association ~~including~~for ~~exhibits,~~Cancer ~~schedules and amendments~~Research, ~~under~~ the ~~Securities~~American ~~Act~~Association ~~with~~for ~~respect to~~ the ~~shares~~Advancement of ~~common~~Science, ~~stock~~and tothe beNew ~~sold~~York inAcademy ~~this~~of ~~Offering~~Sciences. ~~This~~His ~~prospectus~~research ~~does~~has ~~not~~been ~~contain~~funded ~~all~~by ~~the~~grants ~~information~~from ~~included in~~ the ~~registration~~Pfeiffer ~~statement.~~Foundation, ~~For~~American ~~further~~Institute ~~information~~for ~~about~~Cancer usResearch, ~~and~~Retirement ~~the~~Research Foundation, ~~shares~~Zita Spiss Foundation, Zalmin Arlin Cancer ofResearch ~~our~~Fund, ~~common~~National ~~stock~~Institute toof ~~be sold in this Offering~~Health, ~~please~~and ~~refer~~the toNational ~~our~~Cancer ~~registration statement~~Institute.

As of effective date of our registration statement of which this prospectus is a part, we will become subject to certain informational requirements of the Exchange Act, as amended and will be required to file periodic reports (iDr.~~e.,~~ ~~annual,~~Geliebter ~~quarterly~~devotes ~~and~~approximately ~~special~~20 ~~reports)~~hours ~~with~~per ~~the~~week ~~SEC which will be immediately available~~ to ~~the public for inspection and copying~~AVT. Except during the year that our registration statement becomes effective, these reporting obligations may (in our sole discretion) be automatically suspended under Section 15(d) of the Exchange Act if we have less than 310 shareholders and do not file a registration statement on Form 8A (of which we have no current plans to file). If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file periodic reports with the SEC and your access to our business information would then be even more restricted. After this registration statement on Form S-1 becomes effective, we may be required to deliver periodic reports to security holders. However, we will not be required to furnish proxy statements to security holders and our Directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act until we have both 500 or more security holders and greater than $10 million in assets. This means that your access to information regarding our business will be limited.

~~You may read and copy any document we file at the SEC's public reference room at 100 F Street~~Debabrata Banerjee, N. E., Washington, D.C. 20549. You should call the SEC at 1-800-SEC-0331 for further information on the public reference rooms. Our SEC filings will also be available to the public at the SEC's web site at "http:/www.sec.gov." PhD

~~You~~Dr. ~~may~~Banerjee ~~request,~~has ~~and~~served weas ~~will~~the ~~voluntarily~~Company’s ~~provide,~~Clinical aDevelopment ~~copy~~Officer ofsince ~~our~~December ~~filings~~13, ~~including~~2013. ~~our~~Dr. Banerjee, ~~annual~~57, ~~report~~brings ~~which~~to the Company extensive research experience that will ~~contain~~be ~~audited~~especially ~~financial~~useful ~~statements,~~in atthe nofinal ~~cost~~phases toof ~~you,~~compound byreadiness ~~writing~~for orclinical ~~telephoning~~trials. usHis atresearch ~~the~~interests ~~following~~range ~~address:~~from gene therapy and cancer to stem cells.

~~Mauplas~~Dr. ~~Pinasling~~Banerjee is an Associate Professor of Medicine and Pharmacology for the Rutgers University, ~~Gerona~~New Jersey, ~~Tarlac~~and an Adjunct Associate Professor at the New York Medical College, ~~Philippines~~positions ~~2302~~he has held since 2002. Prior to this, ~~Telephon~~he ~~number~~was –an ~~866~~Associate Lab Member at the Sloan-~~655-7690~~Kettering Institute of New York. Prior to this, he held the position of Research Scientist, Molecular Pharmacology Laboratory (1989 – 1992) at the same institution. Dr. Banerjee obtained a PhD in Biochemistry from Calcutta University and also served as an Adjunct Lecturer for the Department of Biochemistry at Calcutta University (1988 – 1989). Before this, he was a Senior Scientist for Research on Hematology and Blood Transfusion of Calcutta (1987 – 1989). Dr. Banerjee completed his Postdoctoral Fellowship training in the Department of Biology, McGill University, Canada (1983 – 1987).

In addition, to his academic appointments, Dr. Banerjee serves as a Member of the Editorial Board for the publication Cancer Biology and Therapy. He is a Reviewer for the journals: Cancer Research, Oncogene, Clinical Cancer Research, Gynecologic Oncology, Journal of Cancer Chemotherapy, British Journal of Cancer, Stem Cells, and Blood. He also is a Patent Alert Writer for Current Opinions in Molecular Therapy.

Dr. Banerjee has published over fifty scientific articles primarily in cancer, gene therapy, and stem cell biology. He has been awarded two (2) patents. Dr. Banerjee is a member of the American Association for Cancer Research, the American Society for Gene Therapy, a Life Member for the Indian Society for Human Genetics, and the Cancer Institute of New Jersey. His research has been funded by grants from Pharmamar, S.A., National Institute of Health, National Cancer Institute, and the New Jersey Science and Technology Commission.

Board Leadership Structure and Role in Risk Oversight

Dr. Mittelman serves as Chairman and Chief Executive Officer. Due to the small size and early stage of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions combined.

Our board of directors is primarily responsible for overseeing our risk management processes. The board of directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The board of directors focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our Company are consistent with the board’s appetite for risk. While the board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.

Terms of Office

The Company’s directors are appointed for a one-year term to hold office until the next annual general meeting of the Company’s shareholders or until removed from office in accordance with the Company’s bylaws and the provisions of the Delaware General Corporation Law.

The Company’s officers are appointed by the Company’s Board of Directors and hold office until removed by the Board.

~~AQUINO~~Table ~~MILLING~~of ~~INC.~~Contents

(AInvolvement ~~DEVELOPMENT~~in ~~STAGE~~Certain ~~COMPANY)~~Legal Proceedings

~~INDEX~~To TOour ~~FINANCIAL~~knowledge, ~~STATEMENTS~~our directors and executive officers have not been involved in any of the following events during the past ten years:

~~NOVEMBER~~1. 30any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, ~~2011~~judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; 4. being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Report of Registered Independent Auditors	F-2
Financial Statements-
Balance Sheet as of November 30, 2011	F-3
Statements of Operations Cumulative from Inception through November 30, 2011	F-4
Statement of Stockholders’ Equity for the Period from Inception through November 30, 2011	F-5
Statements of Cash Flows Cumulative from Inception through November 30, 2011	F-6
Notes to Financial Statements	F-7

Board Committees

The Board of Directors acts as the Audit Committee and the Board has no separate committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert.

EXECUTIVE COMPENSATION

During its last two fiscal years, Merica did not pay any compensation to its officers or directors.

The following table sets forth all compensation paid in respect of AVT’s chief executive officer for the years ended December 31, 2013 and 2012. No other executive officer of AVT received compensation in excess of $100,000 for either of AVT’s last two completed fiscal years.

Name & Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Abraham Mittelman	2013														36,000 (1)		36,000
Chief Executive Officer	2012		-		20,000		-		-		-		-		76,000 (1)		96,000

(1) Represents compensation paid to Mr. Mittelman pursuant to the consulting agreement between AVT and Mr. Mittelman.

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Employment Agreements

The Company’s executive officers provide services to the Company on an independent contractor basis. The Company is party to consulting agreements with Dr. Mittelman, Dr. Tiwari, Dr. Geliebeter and Dr. Banerjee. The consulting agreements have four year terms, effective July 1, 2013. Pursuant to the consulting agreements, the Company agreed to pay Dr. Mittelman, Dr. Tiwari, Dr. Geliebeter and Dr. Banerjee $72,000, $72,000, $48,000 and $48,000 annually, respectively.

Outstanding Equity Awards at Fiscal Year-End

The Company had no outstanding equity awards as of December 31, 2013.

Director Compensation

No director of the Company received any compensation for services as director for the year ended December 31, 2013.

Risk Management

The Company does not believe risks arising from its compensation policies and practices for its employees are reasonably likely to have a material adverse effect on the Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of July 14, 2014 with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group. Except as otherwise indicated, to our knowledge each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

Name	Number of Shares Beneficially Owned		Percentage of Outstanding Shares Beneficially Owned
Abraham Mittelman		16,309,079		19.9	%
Morton Coleman		5,568,166		6.8	%
Robert Pollock		3,426,564		4.2	%
Raj Tiwari		11,401,892		13.9	%
Jan Geliebter		6,681,800		8.2	%
Debabrata Banerjee		6,681,800		8.2	%
All officers and directors as a group (6 persons)		50,069,301		61.1	%

The percentage of class beneficially owned is based on 81,880,963 shares of common stock issued and outstanding as of July 14, 2014. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

In December 2013, the Company reached an agreement with a member of its Board of Directors, Mr. Douglas Cole, whereby the Company agreed to issue 200,000 shares of common stock to Mr. Cole for his past services as a Director at similar terms to the shares issued in the Private Placement. The Company has determined that the fair value of the common stock was more readily determinable than the fair value of the services rendered. During the year ended December 31, 2013, the Company recorded $40,000 as consulting fees, representing the fair market value of the stock, which is included in consulting fees in the statement of operations. Due to administrative delays, the shares were issued on January 8, 2014. On February 5, 2014, Mr. Cole resigned as a director of AV Therapeutics, Inc.

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On December 13, 2012, the Company entered into an agreement with Objective Equity, LLC (“Objective Equity”) to act on behalf of the Company as its non-exclusive placement agent and assist the Company in raising up to a maximum of $25 million. In consideration for such services, the Company agreed to pay Objective Equity (a) a cash placement fee of 8% of the total purchase price of securities sold, including all amounts received by the Company upon exercise of any warrants issued in such raise and (b) warrants in an aggregate amount equal to 8% of the number of common shares issued by the Company in a raise. The agreement terminates on December 13, 2014. Mr. Douglas Cole, a former Director of the Company is a partner in Objective Equity. On January 8, 2014, the Company amended the terms of its agreement with Objective Equity whereby both parties agreed that the Company would issue Objective Equity shares of common stock with a grant date fair value equal to 8% of the total proceeds received by the Company. The Company has determined that the fair value of the common stock was more readily determinable than the fair value of the services rendered. Of the total proceeds received in the Private Placement, Objective Equity assisted the Company in the raising of the initial $660,000 and as a result, the Company included $52,800 in shares issuable at December 31, 2013. On January 8, 2014, the Company issued 264,000 shares of common stock to designees of Objective Equity.

The Company rents office space from SB Lauren PC, an entity owned by the wife of Robert Pollock, the Company’s President, for $1,200 per month. The arrangement commenced in 2012.

On February 5, 2010, AVT entered into an assignment and assumption agreement (the “Prostagenics Agreement”) with Prostagenics, LLC (“Prostagenics”), an entity for which Dr. Tiwari and Dr. Banerjee own a non-controlling interest. Pursuant to the Prostagenics Agreement, the Company was assigned, among other things, the exclusive license covering certain patent rights, technology, know-how and preclinical research data relating to the treatment of certain cancers.

Director Independence

No director of the Company is independent as that terms is defined under Nasdaq Marketplace Rules.

ADDITIONAL INFORMATION

Federal securities laws require us to file information with the SEC concerning our business and operations. Accordingly, we file annual, quarterly, and special reports, and other information with the SEC. You can inspect and copy this information at the public reference facility maintained by the SEC at 100 F Street, NE, Washington, D.C. 20549.

You can get additional information about the operation of the SEC's public reference facilities by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site (http://www.sec.gov) at which you can read or download our reports and other information.

We have filed with the SEC a registration statement on Form S-1 under the Securities Act of 1933, as amended, with respect to the common stock being offered hereby. As permitted by the rules and regulations of the SEC, this prospectus does not contain all the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to AV Therapeutics, Inc. and the common stock offered hereby, reference is made to the registration statement, and such exhibits and schedules. A copy of the registration statement, and the exhibits and schedules thereto, may be inspected without charge at the public reference facilities maintained by the SEC at the addresses set forth above, and copies of all or any part of the registration statement may be obtained from such offices upon payment of the fees prescribed by the SEC. In addition, the registration statement may be accessed at the SEC’s web site.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including attorneys' fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation, a derivative action, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses including attorneys' fees incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's certificate of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors or otherwise.

Table of Contents

Our Certificate of Incorporation and By-Laws provide that we will indemnify and hold harmless, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, each person that such section grants us the power to indemnify.

The Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:

any breach of the director's duty of loyalty to the corporation or its stockholders;

acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

payments of unlawful dividends or unlawful stock repurchases or redemptions; or

any transaction from which the director derived an improper personal benefit.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, offices or controlling persons of ours, pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of ours in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

LEGAL MATTERS

The validity of the shares offered hereby will be passed upon for us by Sichenzia Ross Friedman Ference LLP, 61 Broadway, New York, New York 10006. Darrin Ocasio, a partner at Sichenzia Ross Friedman Ference LLP, owns 620,240 shares of our common stock and warrants to purchase 162,500 shares of our common stock. These 782,740 shares are included in this prospectus. Paradox Capital Partners LLC, an affiliate of Harvey Kesner, a partner at Sichenzia Ross Friedman Ference LLP, owns 250,000 shares of our common stock and warrants to purchase 125,000 shares of our common stock. These 375,000 shares are included in this prospectus.

EXPERTS

Our audited consolidated financial statements as of December 31, 2013 and 2012 and for the years then ended, and for the period from July 24, 2007 (inception) through December 31, 2013, appearing in this prospectus and registration statement have been audited by Marcum LLP, an independent registered public accounting firm, as set forth in their report, which contains an explanatory paragraph regarding the Company’s ability to continue as a going concern, thereon appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Table of Contents

AV Therapeutics, Inc.

(A Development Stage Company)

Table of Contents to Financial Statements

Table of Contents

Page

Condensed Consolidated Balance Sheets as of March 31, 2014 (Unaudited) and December 31, 2013		F-2

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2014 and 2013 and for the Period From July 24, 2007 (Inception) to March 31, 2014 (Unaudited)		F-3

Condensed Consolidated Statement of Changes in Stockholders' Deficiency for the Three Months Ended March 31, 2014 (Unaudited)		F-4

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2014 and 2013 and for the Period From July 24, 2007 (inception) to March 31, 2014 (Unaudited)		F-5

Notes to the Condensed Consolidated Financial Statements		F-6

F-1

~~REPORT~~Table OFof ~~REGISTERED INDEPENDENT AUDITORS~~Contents

ToAV ~~the~~Therapeutics, ~~Board of Directors and Stockholders~~Inc.

of(A ~~Aquino~~Development ~~Milling~~Stage ~~Inc.:~~Company)

WeCondensed ~~have~~Consolidated ~~audited~~Balance the accompanying balance sheet of Aquino Milling Inc. (a Delaware corporation in the development stage) as of November 30, 2011 and the related statements of operations, stockholders’ equity, and cash flows for the period from inception (November14, 2011) through November 30, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.Sheets

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

ASSETS

	March 31, 2014			December 31, 2013
	(Unaudited)
Current assets:
Cash	$	293,433		$	576,251
Prepaid expenses		25,000			60,000
Total current assets		318,433			636,251
Property and equipment, net of accumulated depreciation of $1,187 and $1,079, respectively		971			1,079
Intangible assets, net of accumulated amortization of $87,447 and $82,403, respectively		142,553			147,597
Total assets	$	461,957		$	784,927

LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY
Current liabilities:
Accounts payable	$	82,462		$	65,432
Accrued expenses		406,564			386,618
Derivative liability - warrants		656,518			-
Notes payable		97,000			97,000
Notes payable - related parties		201,705			201,705
Total current liabilities		1,444,249			750,755

Commitments and Contingencies

Stockholders' (deficiency) equity:
Preferred stock, $0.0001 par value: 50,000,000 shares authorized; none issued and outstanding		-			-
Common stock, $0.0001 par value: 250,000,000 shares authorized; 77,480,796 and 72,000,000 shares issued and outstanding, respectively		7,748			7,200
Additional paid in capital		4,146,773			3,707,680
Shares Issuable		-			1,056,159
Deficit accumulated during development stage		(5,136,813	)		(4,736,867	)
Total stockholders' (deficiency) equity		(982,292	)		34,172

Total liabilities and stockholders' (deficiency) equity	$	461,957		$	784,927

InSee ~~our~~Notes ~~opinion, the financial statements referred~~ to ~~above~~Condensed ~~present~~Consolidated ~~fairly,~~Financial in all material respects, the financial position of Aquino Milling Inc. as of November 30, 2011 and the results of its operations and its cash flows from inception (November14, 2011) through November 30, 2011 in conformity with accounting principles generally accepted in the United States of America.Statements

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in the development stage, and has not established any source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of November 30, 2011, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Respectfully submitted,

/s/ Weinberg & Baer LLC

Weinberg & Baer LLC

Baltimore, Maryland

December 22, 2011

F-2

~~AQUINO~~Table ~~MILLING~~of ~~INC.~~Contents

(AAV ~~DEVELOPMENT~~Therapeutics, ~~STAGE COMPANY)~~Inc.

~~BALANCE~~ (A ~~SHEET~~Development Stage Company)

ASCondensed OFConsolidated ~~NOVEMBER~~Statements ~~30,~~of ~~2011~~Operations

	As of
	November 30,
	2011
ASSETS
Current Assets:
Cash or cash equivalents	$	18,000
Deferred offering costs		4,500
Total current assets		22,500
Total Assets	$	22,500
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	4,500
Due to shareholder		188
Total Current Liabilities		4,688
Commitments and Contingencies		-
Stockholders' Equity:
Common stock, par value $0.0001 per share, 120,000,000 shares authorized; 1,000,000 shares issued and outstanding		100
Additional paid-in capital		17,900
Earnings (Deficit) accumulated during development stage		(188	)
Total stockholders' equity		17,812
Total Liabilities and Stockholders' Equity	$	22,500

(Unaudited)

The accompanying notes to financial statements are

	For The Three Months Ended March 31, 2014			For The Three Months Ended March 31, 2013			For The Period From July 24, 2007 (Inception) To March 31, 2014

Revenues	$	-		$	-		$	-

Operating expenses:
Consulting fees		167,750			6,250			2,059,769
Research and development fees		115,250			27,000			2,373,359
Patent legal fees		59,887			52,303			446,444
General and administrative		51,907			10,774			165,253
Depreciation and amortization		5,152			5,151			88,634
Total operating expenses		399,946			101,478			5,133,459

Loss from operations		(399,946	)		(101,478	)		(5,133,459	)

Other income (expense):
Interest (expense) income, net		-			(324	)		3,204
Other expense		-			-			(6,558	)
Total other expense		-			(324	)		(3,354	)

Net loss	$	(399,946	)	$	(101,802	)	$	(5,136,813	)

Net Loss Per Share - Basic and Diluted	$	(0.01	)	$	(0.00	)

Weighted Average Number of Common Shares Outstanding - Basic and Diluted		77,054,511			66,591,496

anSee ~~integral~~Notes ~~part~~to ofCondensed ~~these~~Consolidated ~~statements.~~Financial Statements

F-3

~~AQUINO~~Table ~~MILLING~~of ~~INC.~~Contents

(AAV ~~DEVELOPMENT~~Therapeutics, ~~STAGE COMPANY)~~Inc.

~~STATEMENTS~~(A OFDevelopment ~~OPERATIONS~~Stage Company)

~~FOR~~Condensed ~~THE~~Consolidated ~~PERIOD~~Statements ~~FROM~~of ~~INCEPTION~~Changes ~~(NOVEMBER14,~~in ~~2011~~Stockholders’ (Deficiency) Equity

~~THROUGH~~For ~~NOVEMBER~~the 30Three Months Ended March 31, ~~2011~~2014

	November 14, 2011			Cumulative
	Through			From
	November 30, 2011			Inception
Revenues	$	-		$	-
Expenses:
General and administrative -
Professional fees		188			188
Total general and administrative expenses		188			188
		-			-
(Loss) from Operations		(188	)		(188	)
Provision for income taxes		-			-
Net (Loss)	$	(188	)	$	(188	)
(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.00	)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted		588,235

(Unaudited)

The accompanying notes to financial statements are

											Deficit
											Accumulated
											During
	Common Stock				Additional			Shares			Development
	Shares		Amount		Paid in Capital			Issuable			Stage			Total
Balance at January 1, 2014		72,000,000	$	7,200	$	3,707,680		$	1,056,159		$	(4,736,867	)	$	34,172
Common stock issued in settlement of shares issuable at $0.20 per share on 1/8/2014		5,280,796		528		1,055,631			(1,056,159	)		-			-
Common stock issued in connection with consulting agreement at $0.20 per share on 1/8/2014		200,000		20		39,980			-			-			40,000
Recognition of derivative liability - warrants		-		-		(656,518	)		-			-			(656,518	)
Net loss		-		-		-			-			(399,946	)		(399,946	)
Balance at March 31, 2014		77,480,796	$	7,748	$	4,146,773		$	-		$	(5,136,813	)	$	(982,292	)

anSee ~~integral~~Notes ~~part~~to ofCondensed ~~these~~Consolidated ~~statements.~~ Financial Statements

F-4

~~AQUINO~~Table ~~MILLING~~of ~~INC.~~Contents

(AAV ~~DEVELOPMENT~~Therapeutics, ~~STAGE COMPANY)~~Inc.

~~STATEMENT~~(A OFDevelopment ~~STOCKHOLDERS'~~Stage ~~EQUITY~~Company)

~~FOR~~Condensed ~~THE~~Consolidated ~~PERIOD~~Statements ~~FROM~~of ~~INCEPTION~~Cash ~~(NOVEMBER14, 2011)~~Flows

(Unaudited)

THROUGH NOVEMBER 30, 2011

	For The Three Months Ended March 31, 2014			For The Three Months Ended March 31, 2013			For the Period From July 24, 2007 (Inception) to March 31, 2014

Cash flows from operating activities:

Net loss	$	(399,946	)	$	(101,802	)	$	(5,136,813	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		5,044			5,043			87,447
Non-cash research and development expense (See note 4)		-			-			284,500
Depreciation		108			108			1,187
Stock-based compensation		30,000			-			2,161,540
Changes in operating assets and liabilities:
Prepaid expenses		45,000			-			(15,000	)
Accounts payable and accrued expenses		36,976			(10,772	)		489,026
Net cash used in operating activities		(282,818	)		(107,423	)		(2,128,113	)

Cash flows from investing activities:
Acquisition of property and equipment		-			-			(2,158	)
Acquisition of intangible assets		-			-			(230,000	)
Net cash used in investing activities		-			-			(232,158	)

Cash flows from financing activities:
Proceeds received from issuance of common stock, net of issuance costs		-			75,000			999,500
Proceeds received from common stock to be issued		-			-			709,999
Proceeds from founders' contributions		-			-			930,000
Proceeds received from note payable - related parties		-			-			14,205
Net cash provided by financing activities		-			75,000			2,653,704

Net (decrease) increase in cash		(282,818	)		(32,423	)		293,433

Cash at beginning of period		576,251			97,436			-

Cash at end of period	$	293,433		$	65,013		$	293,433

Supplemental disclosures:
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-

Non-cash investing and financing activities:
Common stock issued to founders in connection with incorporation	$	-		$	-		$	4,869
Common stock issued in connection with reverse recapitalization	$	-		$	-		$	429
Notes payable assumed and then converted for common stock to be issued	$	-		$	-		$	7,320
Costs associated with private placement to be paid in common stock	$	-		$	-		$	52,800
Common stock issued in connection with shares issuable	$	1,056,159		$	-		$	-
Recognition of derivative liability - warrants	$	656,518		$	-		$	656,518

							(Deficit)
							Accumulated
					Additional		During the
	Common stock				Paid-in		Development
Description	Shares		Amount		Capital		Stage			Totals
Balance - at inception		-	$	-	$	-	$	-		$	-
Common stock issued for cash ($0.018/share)		1,000,000		100		17,900		-			18,000
Net (loss) for the period		-		-		-		(188	)		(188	)
Balance -November 30, 2011		1,000,000		100		17,900		(188	)		17,812

See Notes to Condensed Consolidated Financial Statements

The accompanying notes to financial statements are

an integral part of these statements.

F-5

~~AQUINO~~Table ~~MILLING~~of ~~INC.~~Contents

(AAV ~~DEVELOPMENT~~Therapeutics, ~~STAGE COMPANY)~~Inc.

~~STATEMENTS~~(A OFDevelopment ~~CASH~~Stage ~~FLOWS~~Company)

~~FOR~~Notes ~~THE~~to ~~PERIOD~~Condensed ~~FROM~~Consolidated ~~INCEPTION~~Financial ~~(NOVEMBER14, 2011)~~Statements

~~THROUGH~~NOTE ~~NOVEMBER~~1. ORGANIZATION ~~30,~~AND ~~2011~~NATURE OF OPERATIONS

	November 14, 2011			Cumulative
	Through			From
	November 30, 2011			Inception
Operating Activities:
Net (loss)	$	(188	)	$	(188	)
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Deferred offering costs		(4,500	)		(4,500	)
Accounts payable and accrued liabilities		4,500			4,500
Net Cash Used in Operating Activities		(188	)		(188	)
Investing Activities:
Cash provided by investing activities		-			-
Net Cash Provided by Investing Activities		-			-
Financing Activities:
Due to shareholder		188			188
Proceeds from common stock		18,000			18,000
Net Cash Provided by Financing Activities		18,188			18,188
Net (Decrease) Increase in Cash		18,000			18,000
Cash - Beginning of Period		-			-
Cash - End of Period	$	18,000		$	18,000
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-

Organization – AV Therapeutics, Inc. (the “Company”) is a Delaware corporation formed on November 14, 2011 under the name “Aquino Milling Inc.” Under its initial business plan, the Company intended to purchase rice milling equipment and commence rice milling operations. On June 10, 2013, the Company changed its name to “Code 2 Action, Inc.” On July 30, 2013, the Company changed its name to “Merica Corp.” The Company was unable to implement its business plan and prior to the Reverse Acquisition (discussed below); Merica Corp. did not have any active business.

~~The~~On ~~accompanying~~December ~~notes~~13, to2013 ~~financial~~(the ~~statements~~“Closing ~~are~~Date”), the Company along with AVT Acquisitions, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Subsidiary”) entered into and closed an ~~integral~~Agreement ~~part~~and Plan of ~~these~~Merger ~~statements~~(the “Merger Agreement”) with Advanced Vaccine Therapeutics, Inc., a Delaware corporation (formerly known as AV Therapeutics, Inc.) (“AVT”). Pursuant to the Merger Agreement, (i) the Subsidiary merged into AVT, such that AVT became a wholly-owned subsidiary of the Company, and (ii) the Company issued 58,000,000 shares, of the Company’s common stock to the shareholders of AVT, representing approximately 77% of the Company’s aggregate issued and outstanding common stock following the closing of the Merger Agreement (following the Share Cancellation and the initial closing under the Private Placement, each as defined below), in exchange for the cancellation of all of the issued and outstanding shares of common stock of AVT.

In connection with the Merger Agreement, in addition to the foregoing:

(i) Effective on the Closing Date, 70,000,000 shares of common stock were returned to the Company for cancellation (the “Share Cancellation”).

(ii) AVT assumed notes payable with an aggregate value of $7,320. Shortly after the Merger in 2013, the holders of the notes converted the notes payable into shares of the Company’s common stock at $0.20 per share. The Company included the $7,320 in shares issuable on the consolidated balance sheet at December 31, 2013 as the 36,596 shares of common stock were issued on January 8, 2014 due to administrative delays.

(iii) Effective on the Closing Date, Mr. Doug Cole resigned as an officer of the Company. Mr. Cole resigned as a director of the Company on February 5, 2014. In addition, the following individuals were appointed as executive officers and directors of the Company:

Name		Title
Abraham Mittelman		Chief Executive Officer, Chief Financial Officer, Chairman
Morton Coleman		Vice President
Robert Pollock		President, Chief Operating Officer
Raj Kumar Tiwari		Chief Scientific Officer, Director
Debabrata Banerjee		Clinical Development Officer
Jan Geliebter		Secretary

(iv) On December 19, 2013, the Company changed its name from “Merica Corp.” to “AV Therapeutics, Inc.”

Nature of Operations - The Company is a development stage biopharmaceutical company whose business goals are to discover, develop and commercialize therapeutics to advance the care of patients suffering from cancer. The Company’s activities are supported by its patents, patent applications, provisional patent applications, and other proprietary intellectual property surrounding capridine and immunogens for treatment of infectious diseases and in specific, prostate cancer, amongst others. To date, the Company has not developed any commercial products.

F-6

~~AQUINO~~Table ~~MILLING~~of ~~INC. (A DEVELOPMENT STAGE COMPANY)~~Contents

~~NOTES~~AV TOTherapeutics, ~~FINANCIAL STATEMENTS~~Inc.

~~1. Summary~~(A ofDevelopment ~~Significant~~Stage ~~Accounting Policies~~Company)

~~Basis~~Notes ofto ~~Presentation~~Condensed ~~and~~Consolidated ~~Organization~~Financial Statements

~~Aquino~~NOTE ~~Milling Inc~~2. LIQUIDITY ~~(the~~AND ~~“Company”)~~FINANCIAL is in the development stage, and has limited operations. The Company was incorporated under the laws of the State of Delaware on November14, 2011. The business plan of the Company is to build and maintain rice mills in the Philippines. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.CONDITION

~~Cash~~As of March 31, 2014, the Company had a working capital deficiency and ~~Cash~~stockholders’ ~~Equivalents~~deficiency of $1,125,816 and $982,292, respectively. The Company has not generated any revenues and has incurred net losses of $5,136,813 during the period from July 24, 2007 (Inception) through March 31, 2014. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

~~For~~The ~~purposes~~Company's main source of ~~reporting~~operating ~~within~~funds ~~the~~since ~~statement~~inception ofhave ~~cash~~been ~~flows~~contributions from its founders and debt and equity financings. Subsequent to March 31, 2014, the Company ~~considers~~has ~~all~~raised ~~cash~~aggregate ongross ~~hand~~proceeds of $550,000 ~~cash~~in ~~accounts~~connection ~~not~~with ~~subject~~the toprivate ~~withdrawal~~placement ~~restrictions~~of orcommon ~~penalties,~~stock and ~~all~~warrants. The ~~highly~~Company ~~liquid~~intends to raise additional capital through private debt ~~instruments~~and ~~purchased~~equity ~~with~~investors. The Company is currently a ~~maturity~~development ofstage ~~three~~enterprise ~~months~~and there is no assurance that it will be successful in raising any additional funds or ~~less~~that toany future funds raised will be ~~cash~~sufficient to enable the Company to fully complete its development activities or attain profitable operations. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and ~~cash~~the ~~equivalents~~realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

~~Revenue~~NOTE ~~Recognition~~3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The~~Principles ~~Company~~of isConsolidation in– ~~the~~The ~~development~~condensed ~~stage~~consolidated ~~and~~financial ~~has~~statements ~~yet~~include ~~to realize revenues from operations. Once~~ the ~~Company~~accounts ~~has~~of ~~commenced~~AV ~~operations~~Therapeutics, itInc. ~~will~~and ~~recognize~~its ~~revenues~~wholly-owned ~~when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement~~subsidiary, ~~acceptance~~Advanced ~~has~~Vaccine ~~been approved by its customers~~Therapeutics, ~~the~~Inc. ~~fee~~Intercompany isbalances ~~fixed or determinable based on the completion of stated terms~~ and ~~conditions,~~transactions ~~and~~have ~~collection~~been ofeliminated ~~any~~upon ~~related receivable is probable~~consolidation.

~~Loss~~Basis ~~per~~of ~~Common~~Presentation ~~Share~~– The accompanying unaudited condensed consolidated financial statements as of March 31, 2014 and for the three months then ended have been prepared in accordance with the GAAP for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The unaudited condensed consolidated balance sheet as of March 31, 2014 and the condensed consolidated statements of operations and cash flows for the three months ended March 31, 2014 and 2013 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months ended March 31, 2014 are not necessarily indicative of results to be expected for the year ending December 31, 2014 or for any future interim period. The condensed consolidated balance sheet at December 31, 2013 has been derived from audited consolidated financial statements. However, it does not include all of the information and notes required by GAAP for complete consolidated financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2013, and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on March 31, 2014.

~~Basic~~Development ~~loss~~Stage ~~per~~Company- ~~share~~The isCompany ~~computed~~has bynot ~~dividing~~earned ~~the~~any ~~net~~revenue ~~loss~~from ~~attributable~~its toplanned ~~the~~principal ~~common~~operations ~~stockholders~~and byits ~~the~~primary ~~weighted~~activities ~~average~~since ~~number~~inception ofhave ~~shares~~been ~~of common stock outstanding during~~ the ~~period.~~research ~~Fully~~and ~~diluted~~development ~~loss~~of ~~per~~its ~~share~~therapeutics, isnegotiating ~~computed~~strategic ~~similar~~alliances toand ~~basic~~other ~~loss~~agreements, ~~per~~and ~~share~~raising ~~except~~capital. ~~that~~Accordingly, the ~~denominator~~Company's isactivities ~~increased to include the number of additional common shares that would~~ have been ~~outstanding~~accounted iffor ~~the~~as ~~potential~~those ~~common~~of ~~shares~~a ~~had~~"Development ~~been~~Stage ~~issued~~Company" ~~and~~as ifdefined ~~the~~by ~~additional~~ASC ~~common shares were dilutive~~915. ~~There were no dilutive financial instruments issued or outstanding for the period ended November 30, 2011.~~

~~Income~~Use ~~Taxes~~of Estimates—The Company prepares the financial statements in accordance with U.S. GAAP which accordingly, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, the fair value of warrant liabilities and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the intangible assets, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates.

The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

F-7

~~Fair~~Table ~~Value~~ of ~~Financial Instruments~~Contents

~~The~~AV ~~Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly~~Therapeutics, ~~the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange~~Inc. ~~As of November 30, 2011 the carrying value of accounts payable-trade and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.~~

~~Deferred~~(A ~~Offering~~Development ~~Costs~~Stage Company)

~~The~~Notes Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to ~~operations~~Condensed ~~during~~Consolidated ~~the~~Financial ~~period in which the offering is terminated.~~Statements

~~Common~~ NOTE ~~Stock~~3. SUMMARY ~~Registration~~OF ~~Expenses~~SIGNIFICANT ACCOUNTING POLICIES (CONTINUED

~~The~~Research ~~Company~~and ~~considers~~Development ~~incremental~~- ~~costs~~Research and development expenses ~~related~~consist toprimarily ~~the registration~~ of ~~equity~~costs ~~securities~~associated with the ~~SEC,~~preclinical ~~whether~~and/ byor ~~contractual~~clinical ~~arrangement~~trials as of adrug ~~certain~~candidates, ~~date~~compensation orand byother ~~demand,~~expenses tofor beresearch ~~unrelated~~and todevelopment, ~~original~~including ~~issuance~~personnel, ~~transactions.~~supplies Asand ~~such~~development materials, ~~subsequent~~costs ~~registration~~for ~~costs~~consultants and ~~expenses~~related ~~are~~contract ~~reflected~~research inand ~~the~~facility ~~accompanying~~costs. ~~financial~~Expenditures ~~statements~~relating asto ~~general~~research and ~~administrative~~development ~~expenses, and~~ are expensed as incurred.

~~Lease~~Intangible ~~Obligations~~Assets - Intangible assets are comprised of patents and licenses with original estimated useful lives of 10-15 years. Once placed into service, the Company amortizes the cost of the intangible assets over their estimated useful lives on a straight line basis. As of March 31, 2014 the Company has exclusive rights to four patents in the United States, pursuant to license agreements with the patent owners, including two immunological patents related to vaccine development and delivery mechanism, and one additional pending patent in the United States. Costs incurred by the Company in connection with developing patents internally are expensed as incurred. Amortization expense amounted to $5,044 and $5,043 for the three months ended March 31, 2014 and 2013, respectively and was $87,447 for the period from July 24, 2007 (inception) to March 31, 2014.

~~All~~Impairment ~~non~~of ~~cancellable~~Long-Lived ~~leases~~Assets ~~with~~- anThe ~~initial~~Company ~~term~~reviews ~~greater~~for ~~than~~the ~~one~~impairment ~~year~~of ~~are~~long-lived ~~categorized~~assets aswhenever ~~either~~events ~~capital~~or ~~leases~~changes orin ~~operating~~circumstances ~~leases~~indicate that the carrying amount of an asset may not be recoverable. ~~Assets~~An ~~recorded~~impairment ~~under~~loss ~~capital~~would ~~leases~~be ~~are~~recognized ~~amortized~~when ~~according~~estimated future undiscounted cash flows expected to result from the ~~methods~~use ~~employed~~of ~~for~~the ~~property~~asset and ~~equipment~~its oreventual ~~over~~disposition ~~the~~is ~~term~~less ofthan ~~the~~its ~~related~~carrying ~~lease,~~amount. ifThe ~~shorter~~Company has not identified any such impairment losses.

~~Estimates~~Revenue Recognition - Revenue from license fees and grants is recognized when the following criteria are met: persuasive evidence of an arrangement exists, services have been rendered, the contract price is fixed or determinable, and collection is reasonably assured. In licensing arrangements, delivery does not occur for revenue recognition purposes until the license term begins. Nonrefundable upfront fees received in exchange for products delivered or services performed that do not represent the culmination of a separate earnings process will be deferred and recognized over the term of the agreement using the straight line method or another method if it better represents the timing and pattern of performance. For the three months ended March 31, 2014 and 2013 and for the period from July 24, 2007 (inception) to March 31, 2014, the Company did not recognize any revenue.

~~The~~For ~~financial~~revenue ~~statements~~contracts ~~are~~that ~~prepared~~contain onmultiple ~~the~~elements, ~~basis~~revenue ofarrangements ~~accounting~~with ~~principles~~multiple ~~generally~~deliverables ~~accepted~~are individed ~~the~~into ~~United~~separate ~~States.~~units ~~The preparation~~ of ~~financial~~accounting ~~statements~~if inthe ~~conformity~~delivered ~~with~~item ~~generally~~has ~~accepted~~value ~~accounting~~to ~~principles~~the ~~requires~~customer ~~management~~on toa ~~make~~standalone ~~estimates~~basis and ~~assumptions~~there ~~that~~is ~~affect~~objective ~~the~~and ~~reported~~reliable ~~amounts~~evidence of ~~assets~~the ~~and~~fair ~~liabilities~~value as of ~~November~~the ~~30,~~undelivered ~~2011 and cumulative expenses from inception~~item. ~~Actual results could differ from those estimates made by management.~~

~~Fiscal~~Loss ~~Year~~per ~~End~~Share - Basic loss per share was computed using the weighted average number of common shares outstanding. Diluted loss per share includes the effect of diluted common stock equivalents. As of March 31, 2014, and 2013, the Company did not have any common stock equivalents outstanding.

Fair Value of Financial Instruments - The ~~Company~~financial ~~has~~instruments ~~adopted~~consist aof ~~fiscal~~cash, ~~year~~accounts ~~end~~payables, accrued expenses, and short-term credit obligations. The carrying amounts of ~~December~~the 31financial instruments approximate their respective current fair values due to their relatively short maturities. The carrying amounts of short term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates, are comparable to rates of returns for instruments of similar credit risk.

~~2. Development~~Pursuant ~~Stage~~to ~~Activities~~the requirements of ASC 820, the Company’s financial assets and ~~Going~~liabilities ~~Concern~~measured at fair value on a recurring basis are classified and disclosed in one of the following three categories:

~~The~~Level ~~Company~~1: isFinancial ~~currently~~instruments inwith ~~the~~unadjusted ~~development~~quoted ~~stage,~~prices ~~and~~listed ~~has~~on ~~limited~~active ~~operations.~~market ~~The business plan of the Company is to build and maintain a rice mill in the Philippines~~exchanges.

~~The~~Level ~~accompanying~~2: ~~financial~~Financial ~~statements~~instruments ~~have~~lacking ~~been~~unadjusted, ~~prepared~~quoted inprices ~~conformity~~from ~~with~~active ~~accounting~~market ~~principles generally accepted in the United States~~exchanges, ~~which~~including ~~contemplate~~over ~~continuation of~~ the ~~Company~~counter astraded afinancial ~~going concern~~instruments. The ~~Company~~prices ~~has~~for ~~not~~the ~~established~~financial ~~any~~instruments ~~source~~are ofdetermined ~~revenues~~using toprices ~~cover~~for ~~its~~recently ~~operating~~traded ~~costs,~~financial ~~and~~instruments aswith ~~such,~~similar ~~has~~underlying ~~incurred~~terms anas ~~operating~~well ~~loss~~as ~~since~~directly ~~inception.~~or ~~Further,~~indirectly asobservable ~~of November 30~~inputs, ~~2011~~such ~~the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue~~ as ainterest ~~going~~rates ~~concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability~~ and ~~classification~~yield ofcurves ~~assets or the amounts and classification of liabilities~~ that ~~may~~are ~~result~~observable ~~from~~at ~~the~~commonly ~~possible~~quoted ~~inability of the Company to continue as a going concern~~intervals.

F-8

~~3. Common~~Table ~~Stock~~of Contents

OnAV ~~November 21~~Therapeutics, ~~2011, the Company issued 1,000,000 shares of common stock to the directors of the Company at a price of $0~~Inc.~~018 per share, for $18,000 subscription receivable. Payments of the subscriptions were received on November 30, 2011.~~

~~The~~(A ~~Company~~Development ~~has~~Stage commenced a capital formation activity by filing a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 500,000 shares of newly issued common stock at an offering price of $0.20 per share for proceeds of up to $100,000. As of November 30, 2011, the Company ~~accrued $4,500 of audit deferred offering costs related to this capital formation activity.~~)

~~4. Income~~Notes ~~Taxes~~to Condensed Consolidated Financial Statements

~~The~~NOTE ~~provision~~3. SUMMARY ~~(benefit)~~OF ~~for~~SIGNIFICANT ~~income~~ACCOUNTING ~~taxes~~POLICIES ~~for the period ended November 30, 2011 was as follows~~ (~~assuming a 15% effective tax rate~~CONTINUED):

Current Tax Provision:
Federal-
Taxable income	$	-
Total current tax provision	$	-
Deferred Tax Provision:
Federal-
Loss carryforwards	$	28
Change in valuation allowance		(28	)
Total deferred tax provision	$	-

Level 3: Financial instruments that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the financial instrument. The prices are determined using significant unobservable inputs or valuation techniques.

Stock-Based Compensation - The Company ~~had~~measures ~~deferred~~the ~~income~~cost ~~tax~~of ~~assets~~services asreceived in exchange for an award of ~~November~~equity 30instruments based on the fair value of the award. For employees and directors, ~~2011~~the asfair ~~follows:~~value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period.

Loss carryforwards	$	28
Less - Valuation allowance		(28	)
Total net deferred tax assets	$	-

Income Taxes - The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

~~The~~ASC ~~Company~~Topic ~~provided~~740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a ~~valuation~~recognition ~~allowance~~threshold ~~equal~~and tomeasurement attribute for the ~~deferred~~financial ~~income~~statement recognition and measurement of a tax ~~assets~~position ~~for~~taken ~~period~~or ~~ended~~expected ~~November~~to 30be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, ~~2011~~classification, ~~because~~interest itand ispenalties, ~~not~~accounting ~~presently~~in ~~known~~interim ~~whether~~periods, ~~future~~disclosure, ~~taxable~~and ~~income~~transition. The Company will beclassify ~~sufficient~~as toincome ~~utilize~~tax expense any interest and penalties. The Company has no material uncertain tax positions for any of the ~~loss~~reporting ~~carryforwards~~periods presented. Generally, the tax authorities may examine the partnership/corporate tax returns for three years from the date of filing. The Company has identified its federal return and its state tax return in New York as “major” tax jurisdictions, as defined.

AsSubsequent ofEvents- ~~November~~The ~~30, 2011, the~~ Company ~~had~~evaluates ~~approximately~~events ~~$188~~that inhave ~~tax~~occurred ~~loss~~after ~~carryforwards~~the ~~that~~balance ~~can~~sheet bedate ~~utilized~~but ~~future~~before ~~periods~~the tocondensed ~~reduce~~consolidated ~~taxable~~financial ~~income,~~statements ~~and~~are ~~expire~~issued. bySee ~~the~~Note ~~year 2031~~9.

~~The~~NOTE ~~Company did not identify any material uncertain tax positions~~4. ~~The~~ ACCOUNTS ~~Company~~PAYABLE ~~did~~AND ~~not~~ACCRUED ~~recognize any interest or penalties for unrecognized tax benefits.~~EXPENSES

~~The~~Accounts ~~federal~~payable ~~income~~and ~~tax~~accrued ~~returns~~expenses consist of the ~~Company are subject to examination by the IRS, generally for three years after they are filed.~~following:

	March 31, 2014		December 31, 2013
	(Unaudited)
Payroll taxes	$	192,564	$	182,618
Research consulting fees		214,000		204,000
Rent - Related party		3,800		5,000
Legal and professional fees		78,662		60,432
Accounts payable and accrued expenses	$	489,026	$	452,050

F-9

~~5. Related~~Table ~~Party~~of ~~Loans and Transactions~~Contents

As(A ofDevelopment ~~November~~Stage ~~30, 2011, loans from related parties amounted to $188 and represented working capital advances from Directors who are also stockholders of the~~ Company~~. The loans are unsecured, non-interest bearing, and due on demand.~~ )

~~The~~Notes ~~Company's~~to ~~director~~Condensed ~~provides~~Consolidated ~~rent-free~~Financial ~~office space to the Company.~~Statements

6NOTE 5. ~~Recent~~ STOCKHOLDERS’ ~~Accounting Pronouncements~~DEFICIENCY

In ~~May~~connection ~~2011,~~with the ~~FASB~~Merger ~~issued~~Agreement ~~ASU~~disclosed ~~2011-04,~~in ~~"Fair~~Note ~~Value~~1, ~~Measurement~~as ~~(Topic~~of ~~820):~~the ~~Amendments~~Closing toDate ~~Achieve~~the ~~Common~~Company ~~Fair~~entered ~~Value~~into ~~Measurement~~ and ~~Disclosure~~closed ~~Requirements~~subscription inagreements ~~U.S.~~with ~~GAAP~~accredited ~~and~~investors ~~International Financial Reporting Standards~~ (~~"IFRSs")."~~the ~~Under ASU 2011-04~~“Investors”), ~~the~~pursuant ~~guidance amends certain accounting and disclosure requirements related~~ to ~~fair~~which ~~value measurements to ensure that fair value has~~ the ~~same~~Company ~~meaning~~received inan ~~U.S.~~aggregate ~~GAAP~~$709,999 and inagreed ~~IFRS~~to ~~and~~issue ~~that their respective fair value measurement and disclosure requirements are~~ the ~~same.~~Investors ~~ASU 2011-04 is effective for public entities during interim and annual periods beginning after December 15~~3,550,000 ~~2011.~~shares ~~Early~~of ~~adoption~~common isstock ~~not~~(“Private ~~permitted~~Placement”). The ~~Company~~3,550,000 ~~does~~shares ~~not~~were ~~believe~~issued ~~that the adoption of ASU 2011-04 will have a material impact~~ on ~~the~~January ~~Company's~~8, ~~results~~2014 ofdue ~~operation~~to ~~and~~administrative ~~financial condition~~delays.

InThe ~~June~~Company’s ~~2011,~~original ~~the~~private ~~FASB~~placement ~~issued~~memorandum ~~ASU~~dated ~~No.~~September ~~2011-05~~30, ~~"Comprehensive~~2013 ~~Income~~permitted ~~(ASC~~the ~~Topic~~Company ~~220):~~to ~~Presentation~~sell ofup ~~Comprehensive~~to ~~Income~~12,"500,000 ~~("ASU~~shares ~~2011-05")~~of ~~which~~common ~~amends~~stock ~~current~~at ~~comprehensive~~$0.20 ~~income~~per ~~guidance~~share. ~~This~~On ~~accounting~~January ~~update~~31, ~~eliminates~~2014, the ~~option~~Company toamended ~~present~~its ~~the~~original ~~components~~private ofplacement ~~other~~memorandum ~~comprehensive~~dated ~~income~~September as30, ~~part~~2013 ofto (a) increase the ~~statement~~amount ofthe ~~shareholders'~~Company ~~equity.~~offered ~~Instead~~to $3,500,000 ~~comprehensive~~from ~~income~~$2,500,000 ~~must~~and be(b) ~~reported~~to inadd ~~either~~ a ~~single~~warrant ~~continuous~~to ~~statement~~the offering to purchase one share of ~~comprehensive~~common ~~income~~stock ~~which~~(for ~~contains~~each two ~~sections,~~shares ~~net~~of ~~income~~common ~~and~~stock ~~other~~sold) ~~comprehensive~~at ~~income,~~an orexercise inprice ~~two~~of ~~separate~~$0.40 ~~but~~and ~~consecutive~~exercisable ~~statements.~~for ~~ASU~~a ~~2011-05~~period ~~will~~of besixty ~~effective~~(60) ~~for~~months ~~public~~after ~~companies~~initial ~~during~~exercise date. In April 2014, the ~~interim~~Company ~~and~~agreed ~~annual~~to ~~periods~~issue ~~beginning~~1,775,000 warrants ~~after~~to ~~Dec.~~the 15investors under the December 2013 private placement, ~~2011~~in accordance with ~~early~~such ~~adoption~~amended ~~permitted~~terms. ~~The~~As ~~Company~~a ~~does~~result, ~~not~~as ~~believe~~of ~~that~~March ~~the~~31, ~~adoption~~2014 ofthe ~~ASU~~Company ~~2011-05~~recognized ~~will~~a ~~have~~derivative aliability ~~material~~of ~~impact~~$599,328 onrelated to the ~~Company's~~number ~~results~~ of ~~operation~~warrants ~~and~~to ~~financial~~be ~~condition~~issued. See Note 6.

~~There~~During ~~were~~the ~~various~~three ~~other~~months ~~updates~~ended ~~recently~~March ~~issued~~31, ~~most~~2013, ~~of which represented technical corrections to~~ the ~~accounting~~Company ~~literature~~received oraggregate ~~application~~gross toproceeds ~~specific industries. None~~ of ~~the~~$75,000 ~~updates~~in ~~are~~connection ~~expected~~with tothe aprivate ~~have~~placement aof ~~material~~500,000 ~~impact~~shares onof ~~the~~its ~~Company's~~common ~~financial~~stock ~~position,~~at ~~results~~$0.15 ofper ~~operations or cash flows~~share.

7NOTE 6. ~~Subsequent~~ DERIVATIVE ~~Events~~LIABILITIES

~~Subsequent~~Fair ~~events~~value ~~have~~of ~~been~~financial ~~evaluated~~instruments ~~through~~is ~~December~~defined ~~22,~~as ~~2011~~an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. ~~these~~The ~~financial~~degree ~~statements~~of ~~were~~judgment ~~available~~utilized in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be ~~issued~~measured from actively quoted prices in active markets generally have more pricing observability and require less judgment in measuring fair value. Conversely, financial assets and liabilities that are rarely traded or not quoted have less price observability and are generally measured at fair value using valuation models that require more judgment. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency of the asset, liability or market and the nature of the asset or liability. The Company has categorized its financial assets and liabilities measured at fair value into a three-level hierarchy.

The Company agreed to issue warrants to the investors who took part in the December 31, 2013 private placement and to SRFF (See Note 9). The warrants contain net-cash settlement features giving the warrant holder the right to net-cash settlement in the event certain transactions occur. Therefore, the Company recorded a Level 3 liability at fair value as of March 31, 2014.

Filing Compare · AV Therapeutics, Inc.