UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

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

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

For the transition period from __________ to __________

Commission File No. 000-52289

POWER OF THE DREAM VENTURES, INC.

(Exact name of registrant as specified in its charter)

Delaware		51-0597895
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

1095 Budapest

Soroksari ut 94-96

Hungary

(Address of principal executive offices)

+36-1-456-6061

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes ox No x o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or 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:

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	x

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

As of ~~November~~August 14, ~~2013~~2014, there were 46,500,896 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	3541
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	4047
Item 4.	Controls and Procedures.	4047
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	4148
Item 1A.	Risk Factors.	4148
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	4148
Item 3.	Defaults Upon Senior Securities.	4148
Item 4.	Mine Safety Disclosures.	4148
Item 5.	Other Information.	4148
Item 6.	Exhibits.	4249
Signatures		4350

POWER OF THE DREAMS VENTURES, INC. (formerly TIA V)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEET

FOR THE PERIODS ENDED ~~SEPTEMBER~~JUNE 30, ~~2013 AND~~2014 AND DECEMBER 31, ~~2012~~2013

Amounts in USD

		September 30, 2013	December 31, 2012
	Notes	June 30, 2014	December 31, 2013
ASSETS
Current Assets
Cash		$~~116~~20,~~645~~862	$6322,~~986~~922
Other receivables	3	~~295~~188,~~739~~187	~~332~~217,~~018~~419
Inventories		-21,527	2322,~~970~~651
Total Current Assets		~~412~~230,~~384~~576	~~419~~262,~~974~~992
Intangibles	5	30,~~055~~029,~~149~~350	30,~~092~~055,~~841~~381
Fixed assets, net	5	~~214~~147,~~406~~329	~~503~~189,~~169~~194
Total Assets		30,~~681~~407,~~939~~255	3130,~~015~~507,~~984~~567
LIABILITIES
Current Liabilities
Accounts payable and accrued and other liabilities	9	$34,~~611~~356,~~287~~370	$24,~~867~~083,~~804~~294
Grants received	10	1,~~549~~360,~~508~~935	1,~~546~~432,~~774~~042
Capital leases payable, current portion	7	5069,~~505~~446	5655,~~284~~784
Short term loans from related parties		6573,~~045~~907	9186,~~884~~899
Liability from warrants	8	-91,480	~~608~~87,~~540~~502
Note payable	6	154,000	154,000
Short term loans	11	2,~~414~~324,~~853~~333	2,~~435~~341,~~885~~159
Total Current Liabilities		78,~~845~~430,~~198~~471	78,~~761~~240,~~171~~680
Long term liabilities
Long term loan	11	81,156	-
Capital leases payable, less current portion	7	-	35,692
Capital leases payable, less current portion	7	48,978	75,199
Total Long Term Liabilities		-	35,692
Total Long Term Liabilities		130,134	75,199
Stockholders’ Equity
Preferred stock, $0.001 par value, 11,000,000 shares authorized, 3,650,000 issued	8	3,650	3,000
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 5,450,000 and 4,900,000 issued	8
Common stock, $0.001 par value; 100,000,000 shares authorized, 45,500,896 and 42,495,244 shares issued and outstanding	8	45,501	42,495
of which Series “A”		2,000	2,000
Additional Paid-In Capital Deficit accumulated during development stage Other Comprehensive Income		34,912,882 (12,255,895) 10,968	34,480,163 (11,223,621) (45,499)
of which Series “B”		1,000	1,000
Unearned Compensation		(10,499)	(76,924)
of which Series “C”		1,000	900
Total Stockholders’ Equity		22,706,607	23,179,614
of which Series “D”		1,000	1,000
Total liabilities and stockholders’ equity		30,681,939	31,015,984
of which Series “E”		450	-
Common stock, $.001 par value; 100,000,000 shares authorized, 46,500,896 and 46,500,896 shares issued and outstanding	8	46,501	46,501
Additional Paid-In Capital Deficit accumulated during development stage Other Comprehensive Income		35,780,684 (13,764,235) (91,616)	35,403,285 (13,018,339) (205,152)
Total Stockholders’ Equity		21,976,784	22,231,195
Total liabilities and stockholders’ equity		30,407,255	30,507,567

POWER OF THE DREAMS VENTURES, INC. (formerly TIA V)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE PERIODS ENDED ~~SEPTEMBER~~JUNE 30, ~~2013 AND~~2014 ~~2012~~AND 2013

Amounts in USD

	Notes	Three Months ended ~~September~~June 30, ~~2013~~2014	Three Months ended ~~September~~June 30, ~~2012~~2013	~~Nine~~Six Months ended ~~September~~June 30, ~~2013~~2014	~~Nine~~Six Months ended ~~September~~June 30, ~~2012~~2013	For the Period from April 26, 2006 (date of inception) to ~~September~~June 30, ~~2013~~2014
Net Sales		$ -	$ -	$ -	$ -	$ 5,833
Cost of Sales		-	-	-	-	(3,711)
Gross margin		-	-	-	-	2,122
Material expenses		(112,~~578)~~567	424,~~234~~495	4718,~~820~~448	1249,~~735~~398	~~159~~164,~~421~~122
General administration		~~182~~198,~~464~~502	~~276~~347,~~072~~591	~~685~~395,~~522~~612	~~487~~503,~~877~~058	89,~~841~~290,~~779~~844
Research and development	4	-	-	-	-	~~824~~866,~~807~~619
Personnel expenses		~~110~~24,~~926~~607	22136,~~113~~317	~~388~~44,~~021~~413	66277,~~197~~095	1,~~082~~010,~~511~~017
Depreciation and amortization	5	3529,~~782~~548	2036,~~660~~837	~~109~~56,~~798~~433	6174,~~846~~016	~~671~~763,~~860~~714
Grants received	10	(~~114~~61,358)	-266	(2834,~~630~~859)	-(28,516)	(~~155~~311,~~413~~838)
Other expenses, net	12	~~162~~(127,~~187~~163)	-(19,883)	~~162~~19,~~194~~838	32(568,759)	~~184~~733,~~277~~796
Operating expenses		~~489~~76,~~667~~703	~~323~~525,~~079~~623	1499,~~364,725~~885	~~628~~306,~~687~~292	1112,~~609~~517,~~242~~274
Profit (Loss) from operations		(~~489~~76,~~667~~703)	(~~323~~525,~~079~~623)	(1499,~~364,725~~885)	(~~628~~306,~~687~~292)	(1112,~~607~~515,~~120~~152)
Non-operating income (expense)	12	39,774	(8,879)	608,540	(25,061)	-
Interest expense and exchange differences		(158,478)	(92,280)	(246,011)	(183,900)	(1,044,368)
Interest expense and exchange differences		(92,189)	(331,976)	(276,089)	(653,748)	(444,820)
Profit (Loss) before income taxes		(235,181)	(617,903)	(745,896)	(490,192)	(13,559,520)
Profit (Loss) before income taxes		(542,082)	(331,976)	(1,032,274)	(653,748)	(12,051,940)
Income taxes		-	-	-	-	(3,952)
Income taxes		-	-	-	-	(3,192)
Net profit (loss)		(235,181)	(617,903)	(745,896)	(490,192)	$ (13,563,472)
Net profit (loss)		(542,082)	(331,976)	(1,032,274)	(653,748)	$ (12,055,132)

	Notes	Three Months ended ~~September~~June 30, ~~2013~~2014	Three Months ended ~~September~~June 30, ~~2012~~2013	~~Nine~~Six Months ended ~~September~~June 30, ~~2013~~2014	~~Nine~~Six Months ended ~~September~~June 30, ~~2012~~2013	For the Period from April 26, 2006 (date of inception) to ~~September~~June 30, ~~2013~~2014
Other comprehensive income		~~111~~39,~~492~~507	(16135,~~737~~567)	56113,~~467~~536	(3955,~~071~~025)
Total comprehensive income		(~~430~~195,~~590~~674)	(~~348~~753,~~713~~470)	(~~975~~632,~~807~~360)	(~~692~~545,~~819~~217)
Basic loss per share Diluted loss per share Weighted average number of shares outstanding – Basic Weighted average number of shares outstanding – Diluted		$(0.0100) $(0.0100) 45,500,896 45,500,896	$(0.01) $(0.01) 3845,~~589~~033,~~083~~548 3845,~~589~~033,~~083~~548	$(0.0201) $(0.0201) 4446,~~354~~500,~~239~~896 4446,~~354~~500,~~239~~896	$(0.0201) $(0.0201) 3843,~~589~~771,~~083~~408 3843,~~589~~771,~~083~~408

POWER OF THE DREAMS VENTURES, INC. (formerly TIA V)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS

Amounts in USD

	Common Shares		Stocks Amount		Accumulated Deficit During Developmental Stage			Additional Paid In Capital		Other Comprehensive Income			Unearned Compensation			Total			Comprehensive Income/ (Loss)

Issuance of common stock		33,300,000	$	3,330				$	10,670							$	14,000
Contributed Capital									96,100								96,100
Currency Translation Adjustment										$	4,151						4,151			4,151
Net loss for the period					$	(35,100	)										(35,100	)		(35,100	)
Balance at December 31, 2006		33,300,000		3,330		(35,100	)		106,770		4,151			—			79,151			(30,949	)
Contributed Capital									53,735								53,735
Recapitalization upon Reverse Merger on April 10, 2007 (See Note 1)		2,500,000		250		(250,763	)										(250,513	)
Private placement of shares at $0.34 per share (See Note 10)		2,250,000		225					764,775								765,000
Shares issued for services at $0.34 per share (See Note 10)		1,875,000		188					637,313				$	(467,501	)		170,000
Shares issued for research and development at $0.34 per share (See Note 10)		100,000		10					33,990								34,000
Private placement at $2.5 per share (See Note 10)		104,000		10					259,990								260,000
Shares issued for stock based compensation at $2.5 per share (See Note 10)		1,036,000		104					2,589,896					(2,590,000	)		—
Amortization of Unearned Compensation														1,124,932			1,124,932
Currency Translation Adjustment											(14,001	)					(14,001	)		(14,001	)
Net loss for the period						(1,992,472	)										(1,992,472	)		(1,992,472	)
Balance at December 31, 2007		41,165,000	$	4,117	$	(2,278,335	)	$	4,446,469	$	(9,850	)	$	(1,932,569	)	$	229,832		$	(2,006,473	)

POWER OF THE DREAMS VENTURES, INC. (formerly TIA V)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS

Amounts in USD

	Common Shares		Stocks Amount		Accumulated Deficit During Developmental Stage			Additional Paid In Capital			Other Comprehensive Income			Unearned Compensation			Total			Comprehensive Income/ (Loss)
Balance at December 31, 2007		41,165,000	$	4,117	$	(2,278,335	)	$	4,446,469		$	(9,850	)	$	(1,932,569	)	$	229,832
Private placement of shares at $3.25 per share (See Note 10)		32,500		3					105,622									105,625
Shares issued for services at $0.7 per share (See Note 10)		306,570		31					214,568						(214,599	)		—
Shares issued for services at $0.75 per share (See Note 10)		1,500,000		150					1,124,850						(1,125,000	)		—
Shares issued for services at $1.35 per share (See Note 10)		111,111		11					149,989						(150,000	)		—
Private placement of shares at $0.4 per share (See Note 10)		2,500,000		250					999,750									1,000,000
Shares issued for Standby Equity Distribution Agreement at $0.4 per share		2,000,000		200					(200	)								—
Amortization of Unearned Compensation															3,018,710			3,018,710
Currency Translation Adjustment												36,465						36,465			36,465
Net loss for the period						(3,958,212	)											(3,958,212	)		(3,958,212	)
Balance at December 31, 2008		47,615,181	$	4,762	$	(6,236,547	)	$	7,041,048		$	26,615		$	(403,458	)	$	432,420		$	(3,921,747	)
Shares issued for stock based compensation at $0.4 per share (See Note 8)		700,000		70					279,930						(280,000	)		—
Private placement for $0.2 per share		111,110		11					22,211									22,222
Private placement for $0.16 per share		175,000		18					27,982									28,000
Shares issued for services at $0.4 per share (See Note 8		250,000		25					99,975						(60,000	)		40,000
Amortization of Unearned Compensation															728,458			728,458
Currency Translation Adjustment												17,823						17,823			17,823
Net loss for the period						(1,518,077	)											(1,518,077	)		(1,518,077	)
Balance at December 31, 2009		48,851,291	$	4,886	$	(7,754,624	)	$	7,471,146		$	44,438		$	(15,000	)	$	(249,154	)	$	(1,500,254	)

POWER OF THE DREAMS VENTURES, INC. (formerly TIA V)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS

Amounts in USD

	Common Shares		Stocks Amount		Accumulated Deficit During Developmental Stage			Additional Paid In Capital		Other Comprehensive Income			Unearned Compensation			Total			Comprehensive Income/ (Loss)
Balance at December 31, 2009		48,851,291	$	4,886	$	(7,754,624	)	$	7,471,146	$	44,438		$	(15,000	)	$	(249,154	)
Private placement for $0.12 and $0.1 per share		1,597,500		159					159,542								159,701
Private placement for $0.5 per share (See Note 8)		70,000		7					34,993								35,000
Shares issued for services at $0.5 per share (See Note 8)		1,027,000		100					513,400					(513,500	)		—
Shares issued for stock based compensation at $0.1 per share (See Note 8)		540,000		54					53,946					(54,000	)		—
Shares issued for services at $0.1 per share (See Note 8)		20,000		2					1,998					(2,000	)		—
Exercise of warrant		3,226		3					1,613								1,616
Amortization of Unearned Compensation														200,528			200,528
Currency Translation Adjustment											(38,874	)					(38,874	)		(38,874	)
Net loss for the period						(588,910	)										(588,910	)		(588,910	)
Balance at December 31, 2010		52,109,017	$	5,211	$	(8,343,534	)		8,236,638	$	5,564		$	(383,972	)	$	(480,093	)	$	(627,784	)

POWER OF THE DREAMS VENTURES, INC. (formerly TIA V)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS

Amounts in USD

	Preferred Shares		Common Shares			Stocks Amount		Accumulated Deficit During Developmental Stage			Additional Paid In Capital		Other Comprehensive Income			Unearned Compensation			Total			Comprehensive Income/(Loss)
Balance at December 31, 2010		—		52,109,017		$	5,211	$	(8,343,534	)		8,236,638	$	5,564		$	(383,972	)	$	(480,093	)	$	(627,784	)

Private placement at $0.29 per share (see Note 8)				196,489			20					56,962								56,982
Conversion of note at $0.29 per share				2,400,000			240					69,760								70,000
Private placement at $0.16 per share (see Note 8)				1,727,013			172					276,150								276,322
Private placement at $0.12 per share (see Note 8)				17,825			2					2,135								2,137
Shares issued for services per share (See Note 8)				1,970,000			197					457,691					(457,888	)		—
Shares issued for stock based compensation at $0.15 per share (See Note 8)				540,000			54					80,946					(81,000	)		—
Private placement at $0.16 per share (see Note 8)				27,700			3					4,429								4,432
Conversion of note at $0.01 per share				3,500,000			350					19,650								20,000
Cancellation of common stock (and issue of preferred stock)		2,000,000		(24,000,000	)															—
Amortization of Unearned Compensation																	781,458			781,458
Currency Translation Adjustment														(13,791	)					(13,791	)		(13,791	)
Net loss for the period									(1,251,035	)										(1,251,035	)		(1,251,035	)
Balance at December 31, 2011		2,000,000		38,488,044		$	6,249	$	(9,594,569	)		9,204,361	$	(8,227	)	$	(141,402	)	$	(533,588	)	$	(1,264,826	)

POWER OF THE DREAMS VENTURES, INC. (formerly TIA V)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS

Amounts in USD

	Preferred Shares		Common Shares		Stocks Amount			Accumulated Deficit During Developmental Stage			Additional Paid In Capital			Other Comprehensive Income			Unearned Compensation			Total			Comprehensive Income/(Loss)
Balance at December 31, 2011		2,000,000		38,488,044	$	6,249		$	(9,594,569	)		9,204,361		$	(8,227	)	$	(141,402	)	$	(533,588	)	$	(1,264,826	)

Conversion of common shares to preferred shares (change in value)						(2,200	)					2,200									—
Shares issued for services				135,000		14						21,586									21,600
Private placement at $0.3 per share (see Note 8)				42,200		4						12,654									12,658
Amortization of Unearned Compensation																		197,328			197,328
Change of par value from $0.0001 to $0.001						36,598						(36,598	)								—
Shares issued for services				1,930,000		1,930						178,240						(132,850	)		47,320
Conversion of loan to stocks				1,900,000		1,900						74,100									76,000
Acquisition of Genetic Immunity		1,000,000				1,000			50,000			25,023,620									25,074,620
Currency Translation Adjustment															(37,272	)					(37,272	)		(37,272	)
Net loss for the period									(1,679,052	)											(1,679,052	)		(1,679,052	)
Balance at December 31, 2012		3,000,000		42,495,244	$	45,495		$	(11,223,621	)		34,480,163		$	(45,499	)	$	(76,924	)	$	23,179,614		$	(1,716,324	)

POWER OF THE DREAMS VENTURES, INC. (formerly TIA V)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS

Amounts in USD

	Preferred Shares		Common Shares			Stocks Amount			Accumulated Deficit During Developmental Stage			Additional Paid In Capital			Other Comprehensive Income			Unearned Compensation			Total			Comprehensive Income/(Loss)
Balance at December 31, 2012		3,000,000		42,495,244		$	45,495		$	(11,223,621	)		34,480,163		$	(45,499	)	$	(76,924	)	$	23,179,614		$	(1,716,324	)
Cancellation of shares for services				(250,000	)		(250	)					(34,775	)					35,025			—
Amortization of Unearned Compensation																			3141,~~400~~899			3141,~~400~~899
Shares issued for services				100,000			100						19,800						—			19,900
Shares issued to prior owner				1,000,000			1,000						159,000									160,000
Issuance of shares to settle payable				655,652			656						43,344									44,000
Private placement				12,500,000			12,500						51130,000									52132,500
Private placement		~~650~~900,000					~~650~~900						~~194~~269,~~350~~100									~~195~~270,000
Currency Translation Adjustment																56,467						56,467
Private Placement		1,000,000					1000						336,653									337,653
Net profit for the period										(1,032,274	)											(1,032,274	)
Currency Translation Adjustment																(159,653	)					(159,653	)		(159,653	)
Balance at September 30, 2013		3,650,000		45,500,896		$	49,151		$	(12,255,895	)		34,912,882		$	10,968		$	(10,499	)	$	22,706,607
Net profit for the period										(1,794,718	)											(1,794,718	)		(1,794,718	)
Balance at December 31, 2013		4,900,000		46,500,896		$	51,401		$	(13,018,339	)		35,403,285		$	(205,152	)	$	—		$	22,231,195		$	(1,954,371	)

POWER OF THE DREAMS VENTURES, INC. (formerly TIA V)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF ~~CASH~~STOCKHOLDERS’ EQUITY ~~FLOWS~~AND COMPREHENSIVE LOSS

Amounts in USD

			For the period ended September 30, 2013				For the period ended September 30, 2012			Cumulative from April 26, 2006 (date of inception) to September 30, 2013
	Preferred Shares				Common Shares				Stocks Amount		Accumulated Deficit During Developmental Stage			Additional Paid In Capital		Other Comprehensive Income			Total
CASH FLOWS FROM OPERATING ACTIVITIES
Balance at December 31, 2013		4,900,000				46,500,896			$	51,401	$	(13,018,339	)		35,403,285	$	(205,152	)	$	22,231,195
Net profit (loss)		$	(1,032,274	)		$	(653,748	)		$(11,513,050)
Private placement		550,000								550					377,399					377,949
Adjustments to reconcile net loss to net cash used in operating activities:
Currency Translation Adjustment																	113,536			113,536
Amortization of stock-based compensation			31,400				141,235			6,083,014
Net loss for the period												(745,896	)							(745,896	)
Recapitalization under reverse merger			—				21,600			(250,763)
Balance at June 30, 2014		5,450,000				46,500,896			$	51,951	$	(13,764,235	)		35,780,684	$	(91,616	)	$	21,976,784
Issue of shares for services			—				—			210,000
Issue of shares for research and development			—				—			34,000
Liability from warrant			(608,540	)			210,801			-
Reversal of grant accrual			—				—			(130,574)
Loss on sale of fixed assets			162,187							162,187
Depreciation and amortization			109,798				61,846			671,860
			(1,337,429	)			(218,266	)		(4,733,326)
Changes in operating assets and liabilities:
(Increase) Decrease in other current assets			60,249				(947	)		(295,739)
(Decrease) Increase in accounts payable and accrued liabilities			1,032,241				43,057			2,256,541
Net cash used in operating activities			(244,939	)			(176,156	)		(2,772,524)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of fixed assets			99,551							99,551
Purchase of fixed assets			(77,081	)			(30,283	)		(573,278)
Net cash used in investing activities			22,470				(30,283	)		(473,727)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stockholders			—				—			217,018
Increase( Decrease) in related party liabilities			(26,839	)			225,539			65,045
Exercise of warrant			—				—			1,616
Proceeds from sale of common stock			245,500				12,658			2,998,249
Proceeds from issuance of notes			—				—			70,000
Net cash from financing activities			218,661				238,197			3,351,928
Effect of exchange rate changes on cash			56,467				(39,071	)		10,968
Net (decrease) increase in cash			52,659				(7,313	)		116,645
Cash at beginning of period			63,986				28,948			-
Cash at end of period		$	116,645			$	21,635			$116,645
Supplemental disclosure of cash flow information:
Non-cash investing and financing transactions
Issuance of shares for services		$	19,900			$	21,600			$4,256,158
Issuance of shares for liabilities assumed under reverse merger			—				—			$250,513
Issuance of stock based compensation shares			—				—			$2,590,000
Purchase of fixed assets through the assumption of capital lease obligations			406,558				406,558			$406,558
Cash paid for:
Interest			—				—			40,980
Taxes			—				—			-

POWER OF THE DREAMS VENTURES, INC. (formerly TIA V)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF CASH FLOWS

Amounts in USD

	For the period ended June 30, 2014	For the period ended June 30, 2013	Cumulative from April 26, 2006 (date of inception) to June 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net profit (loss)	$(745,896)	$(490,192)	$(13,563,472)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of stock-based compensation	-	20,899	6,308,238
Recapitalization under reverse merger	-	-	(250,763)
Issue of shares for services	-	-	210,000
Issue of shares for research and development	-	-	34,000
Liability from warrant	3,978	(568,766)	91,480
Reversal of grant accrual	-	-	(245,306)
Depreciation and amortization	56,433	74,016	763,714
	(685,485)	(964,043)	$(6,652,109)
Changes in operating assets and liabilities:
(Increase) Decrease in other current assets	30,356	73,470	(209,714)
(Decrease) Increase in accounts payable and accrued liabilities	174,576	803,263	3,786,960
Net cash used in operating activities	(480,553)	(87,310)	(3,074,863)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets	-	-	(702,413)
Net cash used in investing activities	-	-	(702,413)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stockholders	-	-	212,033
Increase( Decrease) in related party liabilities	(12,992)	91,435	73,907
Exercise of warrant	-	-	1,616
Proceeds from sale of preferred stock	377,949	-	646,949
Proceeds from sale of common stock	-	52,500	2,885,249
Proceeds from issuance of notes	-	-	70,000
Net cash from financing activities	364,957	143,935	3,889,754
Effect of exchange rate changes on cash	113,536	(55,025)	(91,616)
Net (decrease) increase in cash	(2,060)	1,600	20,862
Cash at beginning of period	22,922	63,986	-
Cash at end of period	$20,862	$65,586	$20,862

Supplemental disclosure of cash flow information:
Non-cash investing and financing transactions
Issuance of shares for services	$-	$19,900	$4,256,158
Issuance of shares for liabilities assumed under reverse merger	-	-	$250,513
Issuance of stock based compensation shares	-	-	$2,590,000
Purchase of fixed assets through the assumption of capital lease obligations	-	406,558	$406,558
Cash paid for:
Interest	-	-	40,980
Taxes	-	-	-

POWER OF THE DREAMS VENTURES, INC. (formerly TIA V)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~YEARS~~PERIODS ENDED ~~SEPTEMBER~~JUNE 30, ~~2013~~ 2014 AND DECEMBER ~~2012~~31, 2013

NOTE 1 - GENERAL INFORMATION

~~Business~~Power of the Dream Ventures, Inc., f/k/a “Tia V, Inc.” (“PDV” or the “Company”) was incorporated in Delaware on August 17, 2006, with the objective to acquire, or merge with, an operating business.

~~Power~~Reverse of the Dream Ventures, Inc., a Delaware corporation (“PDV”, “we” or the “Company”) is a Hungarian-based holding company focused on technology acquisition and development enabling the delivery of revolutionary concepts and ready to market products to the international market place. We develop, acquire, license, or co-develop technologies that typically originate in Hungary that are in prototype stage based on existing patents; in prototype stage prior to patenting; existing products that require expansion capital to commercialize; emerging science and high-technology research projects that require help in patenting, developing the product and marketing, university spin-off technologies and ideas from the very early stages of what represents “disruptive technologies.”merger

WePDV ~~were~~entered ~~incorporated~~into inand ~~Delaware~~consummated ona Securities ~~August~~Exchange 17Agreement (“Exchange Agreement”) on April 10, ~~2006~~2007. Under the terms of the Exchange Agreement, ~~under~~PDV acquired all the ~~name~~outstanding ~~Tia~~equity Vinterests of Vidatech, ~~Inc~~Kft. ~~Since~~(also ~~inception,~~known as Vidatech Technological Research and ~~prior~~Development toLLC) ~~our~~a ~~acquisition~~limited liability company formed under the laws of the Republic of Hungary, (“Vidatech”) onin ~~April~~exchange 10for 33,300,000 ~~2007~~shares of PDV’s common stock, weand ~~were engaged~~Vidatech ~~solely~~thereby inbecame ~~organizational~~a ~~efforts~~wholly-owned ~~and~~Hungarian ~~obtaining~~subsidiary ~~initial~~of ~~financing~~PDV. ~~Our~~PDV ~~sole~~is ~~business~~governed ~~purpose~~by ~~was~~the tolaw of ~~identify~~the State of Delaware, ~~evaluate~~and its wholly-owned subsidiary, Vidatech, is governed by the law of the Republic of Hungary. PDV and ~~complete~~Vidatech aare ~~business~~herein ~~combination~~collectively ~~with~~referred anto ~~operating~~as ~~company~~the “Company.”

OnFollowing ~~April~~the ~~10,~~acquisition ~~2007,~~the ~~we completed our~~former ~~acquisition~~stockholders of Vidatech, ~~Kft.~~owned ~~(also~~a ~~known~~majority asof ~~Vidatech~~the ~~Technological~~issued ~~Research~~ and ~~Development~~outstanding ~~LLC)~~common astock ~~limited~~of ~~liability~~PDV ~~company~~and ~~formed under~~ the ~~laws~~management of Vidatech controlled the ~~Republic~~Board of ~~Hungary.~~Directors of PDV and its wholly-owned Hungarian subsidiary Vidatech. isTherefore athe ~~company~~acquisition ~~formed~~has been accounted for as a reverse merger (the ~~purpose~~“Reverse Merger”) with Vidatech as the accounting acquirer of ~~investing~~PDV. ~~in,~~The ~~acquiring,~~accompanying ~~developing,~~consolidated ~~licensing,~~financial ~~and~~statements ~~commercializing~~of ~~technologies~~the ~~developed~~Company inreflect ~~Hungary.~~the Inhistorical ~~furtherance~~results of ~~its business~~Vidatech, ~~Vidatech~~and ~~provides~~the ~~research~~consolidated ~~and development~~results ~~services~~of operations of PDV subsequent to the ~~companies~~acquisition ~~from~~date. ~~which~~In itconnection ~~acquires~~with ~~technologies~~the orExchange ~~participation~~Agreement, PDV ~~interests~~adopted inthe ~~such~~fiscal ~~technologies~~year end of Vidatech as December 31.

~~Through~~All ~~Vidatech,~~reference ~~we aim~~ to ~~provide pro-active~~shares ~~support for idea, research, start-up~~ and ~~expansion-stage~~per ~~technology companies having rights to technologies or intellectual~~share ~~properties~~amounts ~~which~~in wethe ~~believe~~accompanying toconsolidated befinancial ~~potentially~~statements ~~commercially~~have ~~viable,~~been byrestated ~~offering a range of services designed~~ to ~~encourage~~reflect ~~and protect~~ the ~~continuing~~aforementioned ~~development~~shares ~~and eventual commercialization of those technologies~~exchange.

Genetic Immunity

On October 2, 2012, the Company acquired Genetic Immunity, Inc., a US corporation domiciled in the state of Delaware ~~(“Genetic Immunity”)~~. Genetic Immunity is an immunotherapeutic vaccine company whose lead product candidate DermaVir, for the treatment of HIV, has passed Phase II clinical trials.

AsThrough athe ~~result,~~acquisitions Genetic Immunity became 100% wholly owned subsidiary. The acquisition was completed for 1,000,000 shares of Series B Preferred stock, convertible into 40 million shares of common stock beginning on January 1, 2014.

The Company filed an 8-K with the SEC disclosing this transaction on October 4, 2012.

The acquisition of Genetic Immunity, ~~has~~Inc. ~~been~~has been accounted for as a business combination whereby the purchase price was allocated to intangible assets based on their fair ~~values~~ values of the acquisition date. A summary of the purchase price consideration and related purchase price allocation are shown below:

Purchase price (at par value)	$1,000
Fair value adjustment of shares	25,072,621
Total purchase price	25,073,62

Purchase price (at par value) $1.000

13Fair value adjustment of shares 25,072,621

~~The~~Total ~~fair~~purchase value of the shares equals the fair value of Genetic Immunity at the acquisition date. The fair value of the company was estimated by an independent valuation company and the valuation was carried out on a discounted cash flow basis. The Company issued 1,000,000 shares of Series B Preferred Stock which is not traded publicly and no market price ~~could be estimated. As a result of this, the fair value of the shares was evaluated by a valuation company. The value of the shares is $~~ 25~~.07362 per share.~~,073,621

The difference between the fair value and the par value is primarily derived from the intangible rights (Dermavir) of the Company. The useful life of Dermavir can not be defined, therefore its value is tested for impairment at every year end.

Purchase price allocation

Cash	$357,276
Inventories	13,843
Other receivables	306,731
Intangibles	30,111,909
Fixed assets	418,483
Accounts payable and accrued liabilities	(1,893,833)
Grants received	(1,677,348)
Short term loans to related parties	(154,631)
Bridge loan	(2,334,326)
Other liabilities	(73,483)
Total purchase price	25,074,621

Unaudited pro forma operation results for the year ended December 31, 2012 as though the Company acquired Genetic Immunity on January 1, 2012 are set forth below:

Net Sales		$ -
Cost of Sales		-
Gross margin		-
Material expenses		68,406
General administration		1,482,366
Research and development		-
Personnel expenses		724,264
Depreciation and amortization		191,427
Grants received		(518,631)
Other expenses, net		347,448
Operating expenses		2,295,280
Loss from operations		(2,295,280)
Interest income and exchange gains		(279,982)
Loss before income taxes		(2,575,262)
Income taxes		(1,985)
Net loss		(2,577,247)

Following the acquisition last year, the Company is changing the organisation structure of Genetic Immunity. The CEO and Directors of Genetic Immunity have already been changed, as disclosed in a Current Report on Form 8-K, filed with the SEC on June 11, 2013. We have also completed changing the Articles of Association, its Amendments and Director of Genetic Immunity (Hungary) as of October 6, 2013.

~~OVERVIEW~~NOTE 1 - GENERAL INFORMATION (Continued)

The ~~Company~~fair ~~currently~~value ~~focuses~~of onthe ~~enabling~~shares equals the fair ~~operations~~value of ~~its wholly-owned subsidiary,~~ Genetic Immunity, ~~which~~Inc. isat athe ~~clinical-stage~~acquisition ~~biotechnology company~~date. ~~focusing~~The onfair value of the ~~discovery,~~company ~~development~~was ~~and~~estimated ~~commercialization~~by ofan aindependent ~~new~~valuation company ~~class~~and ofthe ~~immunotherapeutic~~valuation ~~biologics~~was ~~("Immune Therapies"~~carried orout ~~"Therapeutic~~on ~~Vaccines")~~a ~~for~~discounted ~~the~~cash ~~treatment~~flow ofbasis. ~~chronic~~The ~~viral~~Company ~~infections~~issued 1,000,000 ~~cancer~~shares ~~and~~of ~~allergy.~~Series ~~Our~~B ~~Immune~~Preferred ~~Therapies~~stock ~~are~~which ~~designed~~is tonot ~~intensify~~traded orpublicly ~~boost~~and ~~specific~~no ~~immune~~market ~~responses~~price tocould ~~modify~~be orestimated. ~~control~~As ~~these~~a ~~presently~~result ~~incurable~~of ~~diseases. The~~this, ~~Company’s~~the ~~main~~fair ~~focus~~value isof ~~completing~~the ~~Genetic~~shares ~~Immunity’s~~was evaluated ~~clinical~~by ~~trials~~a ~~program~~valuation ~~and~~company. onThe ~~commercialization~~value ~~tasks related~~of to the ~~Company’s~~shares ~~lead~~is ~~product~~$25.07362 ~~candidate~~per ~~DermaVir therapeutic HIV vaccine~~share.

~~Equity~~Purchase ~~position~~price ~~in iGlue, Inc.~~allocation

The Company currently owns a minority stake in iGlue, Inc. (“iGlue”), a development stage software company trading on the OTCQB exchange in the United States. The Company financed iGlue’s development efforts from August 2, 2007 (date of inception) to November 3, 2011 when iGlue went public. The Company holds 2,884,986 shares of iGlue’s common stock and warrants to purchase a total of three million addition shares. The market value of our shares of iGlue’s common stock on September 30, 2013 was $8,366,459, the book value of the investment is $0.


Cash	$	357,276
Inventories		13,843
Other receivables		306,731
Intangibles		30,111,909
Fixed assets		418,483
Accounts payable and accrued liabilities		(1,893,833	)
Grants received		(1,677,348	)
Short term loans to related parties		(154,631	)
Bridge loan		(2,334,326	)
Other liabilities		(73,483	)
Total purchase price		25,074,621

Business

The Company is engaged in the acquisition, development, licensing and commercialization of and the investment in, directly or through business acquisitions, technologies developed in Hungary. In furtherance of its business, the Company provides research and development services to the companies, inventors from whom it acquires technologies or participation interests in technologies. A goal of the Company is to support research and development activities and to sell the products of inventions to the technological market.

From inception through June 30, 2014, the Company primarily focused on the raising of capital. As of June 30, 2014, the Company originally managed seven technologies: RiverPower, the Buresch Inventions (Desalination and H2O gas technology,) the Kalmar inventions (FireSAFE fire-proofing liquid; technology for utilizing communal waste as a concrete additive; technology for repairing potholes with the use of recycled plastics; technology for neutralizing red mud; biodegradable deicing solution and PVC shielded electric cable recycling technology), and an equity interest in ‘iGlue, Inc (Ticker: IGLU)’, a company formed to develop next generation semantic internet based search engine and content organizer applications. As of June 30, 2014 the Company has discontinued efforts to develop the Buresch inventions, the Kalmar inventions, RiverPower and the Toth Telescope. (see Note 4). As of June 30, 2014, the Company has only realized limited revenues from the now discontinued TothTelescope project and has not realized any revenues from the other, now discontinued inventions. As a result, the accompanying consolidated financial statements have been presented on a development stage basis.

NOTE 1 - GENERAL INFORMATION (Continued)

The Kalmar Inventions: FireSAFE, HardCrete concrete from communal waste additive; Recycled plastic pothole filler; PVC covered electrical cable and radial tire recycling technology; red mud neutralization; and environmentally friendly salt free de-icing solution.

As of December 31, 2011 the Company elected to discontinue development work on all of these technologies. The rational behind this decision rests with availability of resources, the time that would be needed to develop said inventions, the potential return the Company could realize on a partial or full exit from these investments and international completion.

TothTelescope

On July 15, 2009 the Company’s exclusive distributor agreement expired with Attila Toth, Inventor of the TothTelescope. After extensive review of the technology, the available market and hurdles associated with manufacturing and distributing the TothTelescope, we have elected not to renew the distribution agreement and discontinue the project. Since inception only 10 telescopes were sold. Overall invested capital was returned from commissions earned on these sales.

Yorkville SEDA

On October 8, 2008, Power of the Dream Ventures, Inc. (the “Company”) entered into a Standby Equity Distribution Agreement (the “Standby Equity Distribution Agreement”) with YA Global Investments, L.P. (the “Investor”). Pursuant to the terms of the Standby Equity Distribution Agreement, the Company (a) agreed to issue and sell to the Investor up to $5,000,000 of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) in tranches of equity, based upon a specified discount to the market price of the Common Stock, calculated over the five trading days following notice by the Company of an election to sell shares; and (b) issued to the Investor a warrant (the “Warrant”) to purchase 4,027,386 shares of Common Stock at the exercise price per share of $0.29. The Warrant is not part of the commitment shares issued by the company to the investor. The investor must purchase the shares underlying the Warrant. The Warrant price was determined based upon the highest Bid price on the day of the closing of the agreement.

In connection with the Standby Equity Distribution Agreement, the Company entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed to register for resale the shares of Common Stock that may be purchased by the Investor pursuant to the Standby Equity Distribution Agreement, the shares of Common Stock issuable upon exercise of the Warrant and 2,000,000 shares of Common Stock (the “Commitment Shares”) issued to the Investor as a commitment fee pursuant to the terms of the Standby Equity Distribution Agreement. The commitment fee is recorded by decreasing additional paid in capital.

Financing from this transaction will be used by the Company for the continued development of its current technologies, commercialization of same, the acquisition of new technologies and for general corporate expenses.

The Company filed the details of this transaction on Form 8-K with the Commission on October 14, 2008.

On September 24, 2010 the Company notified YA Global Investments in writing of its intention to terminate the Standby Equity Distribution Agreement (SEDA).

In response to this letter YA Global informed the company in a letter dated October 5, 2010 that the SEDA agreement will terminate on or about October 15, 2010. YA Global also informed the company that even though the SEDA agreement is terminated its associated Warrant to purchase 4,027,386 shares of common stock remains in effect until it expired on October 8, 2013.

NOTE 1 - GENERAL INFORMATION (Continued)

On October 18, 2010 the company received notice from YA global for the exercise of 50,000 warrant shares on a cashless basis. This cashless exercise resulted in the issuance of 3,226 shares of Common stock to YA Global. Following this exercise YA Global has 3,977,386 warrant shares available for purchase.

iGlue Software via Equity position in iGlue, Inc.

From 2007 to 2011 the Company funded the development of iGlue, the cornerstone of the current technology portfolio. The financial commitment to in4, Ltd, the company behind iGlue, amounted to a total of approximately $600,000 for years 2007 through 2010. The total chronological events of iGlue are:

On August 2, 2007 Vidatech Kft., the Company’s wholly owned Hungarian subsidiary, entered into a joint development agreement with the inventors/creators of iGlue, an online content organization and search application based on semantic web technology. In the transaction Vidatech received 30% equity in the newly formed in4 Kft (http://www.in4.hu), the owner and exclusive developer of iGlue (http://www.iglue.com), for HUF 900 thousand (approximately USD 5,000). Up until May 31, 2009, Vidatech was expected to provide up to HUF 48 million (approximately USD 271,000) in member loans to in4 Kft. to cover the development expense of iGlue.
As of December 31, 2008 the Company has provided this amount to in4, Ltd.
As part of the agreement, Vidatech had the option of converting its HUF 48 million member loan into an additional 10% equity in in4 Kft. on or before the end of May, 2009. As of January 8, 2009 the Company has elected to covert our member loan into the additional 10% equity in in4, Ltd., resulting in Vidatech owning 40% of equity.
On May 17th, 2010, the Company transferred its equity ownership from its Hungarian subsidiary Vidatech, Kft. to Power of the Dream Ventures. The transfer was initiated to prepare for its eventual exit from iGlue.
Also on May 17th, 2010, the Company arranged for a new investor to provide further funds for the continued development of iGlue, in the amount of HUF 110 million (approximately USD 550,000.) Prior to this event, up to May 17th, 2010 the Company has provided an additional HUF 64million ($310,000) as member loan to in4 Ltd. to finance development work, bringing our total investment to date to HUF 112,000,000 (approximately $600,000). As part of the new round of fund raising the Company agreed to convert its HUF 60 million in member loan into 3% equity. Following this conversion the new investor received 10% in in4, Ltd., of which the Company provided 1.5% and Peter Vasko, Founder of in4 limited provided 8.5%. Following the fund raising the new equity positions in in4 changed to Peter Vasko owning 51.5% (down from the pre-transaction 60%), Power of the Dream Ventures owning 38.5% (down from the pre-transaction 40%) and the new investor owning 10% equity.
On May 19 of 2011 a new member joined in4, Ltd, Zoltan Siklosi who received 3% equity in the company for services rendered. Following his entry the new equity structure of the company changed to Peter Vasko owning 48.5% percent, Gyorgy Markos owning 10%, Zoltan Siklosi owning 3% and Power of the Dream Ventures owning 38.5%.
Subsequently, to take iGlue to the next level, the Company organized a going public roadmap for the company. As part of this process, on November 3, 2011, in4, Ltd signed a Definitive Share Exchange Agreement to merge with Hardwired Interactive (HDWR) a fully reporting public company. As part of this agreement all holders of in4, Ltd equity received common and preferred stock in the newly public entity. As part of the transaction we received 600,000 shares of Series B Hardwired Interactive common stock convertible into 6,000,000 shares of common stock upon a reverse stock split. The Company also received warrants to purchase a total of three million shares of post split common stock, one million shares each at $5 dollars, $7 dollars and $9 dollars per share.
On November 23, 2011 the Company announced plans to provide a dividend, in the form of iGlue common stock, to PWRV shareholders of record on December 23, 2011. Each PWRV share was to receive 0.05 share of iGlue common stock in the dividend. Upon approval from FINRA this dividend was paid out to PWRV shareholders on February 15, 2012. Following this distribution the Company still holds 2,884,986 shares of iGlue common stock and warrants to purchase a total of three million addition shares.

NOTE 1 - GENERAL INFORMATION (Continued)

Basis of presentation

The accompanying consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in ~~the~~ the United States of America for financial information have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading as of and for the period ended ~~September~~June 30, ~~2013~~2014 and for ~~the~~ the period from April 26, 2006 (date of inception) to ~~September~~June 30, ~~2013~~2014.

Going Concern and Management’s Plan

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern and assume realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses from operations since inception. Management anticipates incurring additional losses in ~~2013~~2014. Further, the Company may incur additional losses thereafter, depending on its ability to generate revenues from the licensing or sale of its technologies and products, or to enter into any or a sufficient number of joint ventures. The Company has minimal revenue to date. There is no assurance that the Company can successfully commercialize any of its technologies and products and realize any revenues therefore. The Company’s technologies and products have never been utilized on a large-scale commercial basis and there is no assurance that any of its technologies or products will receive market acceptance. ~~Since~~There ~~inception through~~is ~~September 30, 2013, the Company had an accumulated deficit of $12,055,132 and net cash used in operations of $2,772,524~~no ~~However,~~assurance ~~management of the Company believes~~ that ~~future funding from~~ the ~~private placement of the~~ Company’s ~~common~~can ~~shares will~~continue ~~allow them~~ to ~~continue~~identify ~~operations~~ and ~~execute~~acquire ~~its~~new ~~business plan~~technologies.

~~Management~~Since ~~believes~~inception ~~they~~through ~~can~~June ~~raise~~30, ~~sufficient~~2014, ~~additional financing through~~ the ~~sale~~Company ofhad ~~our~~an ~~common~~accumulated ~~stock~~deficit toof ~~allow~~$13,764,235 ~~the Company to continue operations~~ and ~~execute~~net ~~our~~cash ~~business plan~~used in ~~the~~operations ~~next~~of ~~12 months~~$3,074,863. NoHowever, ~~assurance~~management ~~can~~of bethe Company ~~given~~believes that ~~the~~future ~~Company~~funding ~~can~~from ~~obtain~~the ~~additional~~private ~~working~~placement ~~capital,~~of orthe ifCompany’s ~~obtained,~~common ~~that such~~shares ~~funding~~ will ~~not~~allow ~~cause~~them ~~substantial~~to ~~dilution~~continue operations toand ~~shareholders~~execute ofits ~~the~~business ~~Company~~plan.

IfDuring 2014 and 2013 the Company israised a ~~unable~~total toof ~~raise additional funds~~$377,949 ifand ~~needed~~$401,500, itrespectively ~~may~~through beprivate ~~forced~~placements of common and preferred stock. These funds were used to ~~change~~finance oroperations, ~~delay~~to ~~its~~reduce ~~contemplated~~Genetic ~~marketing~~Immunity debt, and ~~business~~to ~~plan.~~finance ~~Being~~Genetic aImmunity’s ~~development~~regulatory ~~stage~~process ~~company,~~towards a marketing ~~the~~approval ~~Company~~application. isAdditional ~~subject~~funds toused ~~all~~for these tasks, in the ~~risks~~amount ~~inherent~~of $337,657 were previously provided in the ~~establishment~~prior years by the director, Peter Boros, who elected in November of a2013 ~~new~~to ~~enterprise~~convert ~~and~~said ~~the~~loan ~~marketing~~into ~~and~~1,000,000 ~~manufacturing~~shares of a ~~new~~our Series D Preferred Stock.

15On March 16, 2011 the Company entered into a Convertible Promissory Note with Infinite Funding LLC whereby Infinite Funding provided $76,000 dollars in loans to the Company. The note bears interest at 10%, is due December 5, 2011, and is convertible into shares of common stock at a conversion price of $0.04. On December 4, 2011 we received an extension to this note to December 31, 2012. The note was converted to 1,900,000 common shares at September 30, 2012.

~~product,~~On ~~many~~July of19, ~~which~~2011 ~~risks~~the ~~are~~Company ~~beyond the~~entered ~~control~~into ofa ~~the~~Convertible ~~Company.~~Promissory ~~All~~Note ofwith ~~the~~Infinite ~~factors~~Funding ~~discussed~~LLC ~~above~~whereby ~~raise~~Infinite ~~substantial~~Funding ~~doubt~~provided ~~about~~$49,000 ~~the~~dollars ~~Company’s~~in ~~ability~~loans to ~~continue~~the asCompany. aThe ~~going~~note ~~concern~~bears interest at 12%.

NOTE 1 - GENERAL INFORMATION (Continued)

Management believes the Company has adequate capital to keep the Company functioning through June 30, 2015. As discussed in contingencies, the Company anticipates receiving funds from the Hungarian state pursuant to the lawsuit it has filed to recover the awards granted to the Company plus damages. Also, additional fund raisings are in progress. However, the Company cannot guarantee that any amount from the lawsuit will be recoverable nor that any fund raising activities will be successful. The need may arise, in the normal course of business, to raise additional capital if we want to accelerate development work, for the acquisition of additional technologies, or to meet unforeseen financial needs. No assurance can be given that the Company can obtain additional working capital, or if obtained, that such funding will not cause substantial dilution to shareholders of the Company. If the Company is unable to raise additional funds, if needed, it may be forced to change or delay its contemplated marketing and business plan. Being a development stage company, the Company is subject to all the risks inherent in the establishment of a new enterprise and the marketing and manufacturing of a new product, many of which risks are beyond the control of the Company. All of the factors discussed above raise substantial doubt about the Company’s ability to continue as a going concern.

These consolidated financial statements do not include any adjustments relating to the recoverability of recorded asset amounts that might be necessary as a result of the above uncertainty.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies adopted in preparation of the consolidated financial statements are set out below.

Principles of Consolidation

The consolidated financial statements include the accounts of PDV, and its wholly-owned Hungarian subsidiary, Vidatech~~, Genetic Immunity~~., ~~and its wholly owned Hungarian susbsidiary Genetic Immunity, Kft.~~ All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates:

The preparation of the financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect amounts reported herein. Management believes that such estimates, judgments and assumptions are reasonable and appropriate. However, due to the inherent uncertainty involved, actual results may differ from those based upon management’s judgments, estimates and assumptions. Critical accounting policies requiring the use of estimates are depreciation and amortization and share-based payments

Revenue Recognition:

Sales are recognized when there is evidence of a sales agreement, the delivery of the goods or services has occurred, the sales price is fixed or determinable and collectability is reasonably assured, generally upon shipment of product to customers and transfer of title under standard commercial terms. Sales are measured based on the net amount billed to a customer. Generally there are no formal customer acceptance requirements or further obligations. Customers do not have a general right of return on products shipped therefore no provisions are made for return.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounts Receivable and Allowance for Doubtful Accounts:

Accounts receivable are stated at historical value, which approximates fair value. The Company does not require collateral for accounts receivable. Accounts receivable are reduced by an allowance for amounts that may be uncollectible in the future. This estimated allowance is determined by considering factors such as length of time accounts are past due, historical experience of write offs, and customers’ financial condition.

Inventories:

Inventories are stated at the lower of cost, determined based on weighted average cost or market. Inventories are reduced by an allowance for excess and obsolete inventories based on management’s review of on-hand inventories compared to historical and estimated future sales and usage.

Fixed assets:

Fixed assets are stated at cost or fair value for impaired assets. Depreciation and amortization is computed principally by the straight-line method. Asset amortization charges are recorded for long lived assets. In the related periods, no asset impairment charges were accounted for. Depreciation is recorded commencing the date the assets are placed in service and is calculated using the straight line basis over their estimated useful lives.

The estimated useful lives of the various classes of long-lived assets are approximately 3-7 years.

Pensions and Other Post-retirement Employee benefits:

In Hungary, pensions are guaranteed and paid by the government or by pension funds, therefore no pensions and other post-retirement employee benefit costs or liabilities are to be calculated and accounted by the Company.

Product warranty:

The Company accrues for warranty obligations for products sold based on management estimates, with support from sales, quality and legal functions, of the amount that eventually will be required to settle such obligations. At ~~September~~June 30, ~~2013~~2014, the Company had no warranty obligations in connection with ~~the~~ products sold.

Advertising costs:

Advertising and sales promotion expenses are expensed as incurred.

Research and development and Investment and Advances to Non-Consolidated Entities:

In accordance with ASC 730-10-25 “Accounting for Research and Development Costs,” all research and development (“R&D”) costs are expensed when they are incurred, unless they are reimbursed under specific contracts. Assets used in R&D activity, such as machinery, equipment, facilities and patents that have alternative future use either in R&D activities or otherwise are capitalized. In connection with investments and advances in development-stage technology entities in which the company owns or controls less than a 50% voting interest, (see Note 4) where repayment from such entity is based on the results of the research and development having future economic benefit, the investment and advances are accounted for as costs incurred by the Company as research and development in accordance with ASC 730-20-25 “Research and Development Arrangements”.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income taxes:

The Company accounts for income taxes in accordance with ASC 740-10-25, “Accounting for Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are provided against deferred tax assets to the extent that it is more likely than not that the deferred tax assets will not be realized.

Comprehensive Income (Loss):

ASC 220-10-25, “Accounting for Comprehensive Income,” establishes standards for reporting and disclosure of comprehensive income and its components (including revenues, expenses, gains and losses) in a full set of general-purpose financial statements. The items of other comprehensive income that are typically required to be disclosed are foreign currency items, minimum pension liability adjustments, and unrealized gains and losses on certain investments in debt and equity securities. Accumulated other comprehensive ~~income~~loss, at ~~September~~June 30, ~~2013~~2014 ~~was~~ is $1091,~~968~~616.

Translation of Foreign Currencies:

The U.S. dollar is the functional currency for all of the Company’s businesses, except its operations in Hungary. Foreign currency denominated assets and liabilities for this unit is translated into U.S. dollars based on exchange rates prevailing at the end of each period presented, and revenues and expenses are translated at average exchange rates during the period presented. The effects of foreign exchange gains and losses arising from these translations of assets and liabilities are included as a component of equity, under other comprehensive income.

Loss per Share:

17Under ASC 260-10-45, “Earnings Per Share”, basic loss per common share is computed by dividing the loss applicable to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted loss per common share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Accordingly, the weighted average number of common shares outstanding for the periods ended June 30, 2014 and December 31, 2013, respectively, is the same for purposes of computing both basic and diluted net income per share for such years. For the periods ended June 30, 2014 and December 31, 2013, all potential shares of common stock were excluded from diluted EPS as their effect would be anti-dilutive.

~~Under~~The ~~ASC~~Company ~~260-10-45,~~currently ~~“Earnings Per~~has ~~Share”, basic loss per common share is computed by dividing~~ the ~~loss applicable to common stockholders by the weighted~~following ~~average~~convertible number of common shares assumed to be outstanding during the period of computation. Diluted loss per common share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. There were no common stock equivalents or potentially dilutive securities ~~outstanding~~issued ~~during the periods ended September 30, 2013~~ and ~~2012,~~ ~~respectively. Accordingly, the weighted average number of common shares~~ outstanding for the periods ended September 30, 2013 and 2012, respectively, is the same for purposes of computing both basic and diluted net income per share for such years. At September 30, 2013, all warrants were excluded from the diluted EPS calculation because they were anti-dilutive.:

1,000,000 Shares of our Series B Preferred Stock used for the Genetic Immunity acquisition, convertible into 40 shares of common stock per each Series B preferred, or a total of 40,000,000 common shares on a fully converted basis, beginning on January 1, 2014.

1,000,000 Shares of our Series C Preferred Stock convertible into 20 shares of common stock per each Series C preferred, or a total of 20,000,000 common stock on a fully converted basis.

1,000,000 Shares of our Series D Preferred Stock convertible into 2 shares of common stock per each Series D preferred, or a total of 2,000,000 common stock on a fully converted basis.

450,000 Shares of our Series E Preferred Stock convertible into 10 shares of common stock per each Series E preferred, or a total of 4,500,000 common stock on a fully converted basis.

And we have one Warrant outstanding, convertible into 3,977,386 Shares of our common stock on a fully converted basis.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business Segment:

ASC 280-10-45, “Disclosures About Segments of an Enterprise and Related Information,” establishes standards for the way public enterprises report information about operating segments in annual consolidated financial statements and requires reporting of selected information about operating segments in interim financial statements regarding products and services, geographical areas and major customers. The Company has determined that under ASC 280-10-45, there are no operating segments since substantially all business operations, assets and liabilities are in Hungarian geographic segment.

Share-Based Payments:

In accordance with ASC 718-10 “Share-Based Payment” all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest. As the Company did not issue any employee SBP prior to September 30, 2007, there is no compensation cost recognized in the accompanied consolidated financial statements.

The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 505-50, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services,” which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instrument vests. Non-employee stock-based compensation charges are amortized over the vesting period or period of performance of the services.

Recent Accounting Pronouncements:

~~There~~In ~~were~~June ~~various~~2014, ~~updates~~the ~~recently~~ FASB issued Accounting Standards Update 2014-10 Development Stage Entities (Topic 915), ~~most~~Elimination of ~~which~~Certain ~~represented~~Financial ~~technical~~Reporting ~~corrections~~Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The objective of the ~~accounting~~amendments ~~literature~~in orthis ~~application~~Update is to ~~specific~~improve financial ~~industries~~reporting by reducing the cost and complexity associated with the incremental reporting requirements for development ~~are~~stage ~~not~~entities. ~~expected~~The toamendments ain ~~have~~this aUpdate ~~material~~remove ~~impact~~all onincremental ~~the~~financial ~~Company's~~reporting ~~consolidated~~requirements from U.S. GAAP for development stage entities, thereby improving financial ~~position~~reporting by eliminating the cost and complexity associated with providing that information The amendments in this update are effective for fiscal years, ~~results~~and ofinterim ~~operations~~periods within those fiscal years, beginning on or ~~cash~~after December ~~flows~~15, 2014, early adaptation is permitted.

18There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

NOTE 3 - OTHER RECEIVABLES

	September 30, 2013		December 31, 2012
	June 30, 2014			December 31, 2013
Taxes reclaimable	$~~26,929~~	53,154	~~$37,418~~	$	10,940
Advances given	~~259,812~~	134,820	~~264,389~~		178,075
Other	~~8,998~~	213	~~30,211~~		28,404
Total	$~~295,739~~	188,187	~~$332,018~~	$	217,419

~~Advances~~Given ~~given~~advances contain advances to lawyers on the legal case of Genetic Immunity ~~currently~~on its legal case in progress. The Company accounted for impairment on advances given in the amount of $88,117 during 2013.

NOTE 4 - RESEARCH AND DEVELOPMENT (“R&D”)

~~Our~~In ~~research~~August, ~~and~~2008, ~~development~~the ~~activites are~~Company ~~currently~~entered ~~carried~~into ~~out~~an agreement ~~through~~with ~~our~~a ~~wholly-owned~~Hungarian ~~subsidiary,~~individual ~~Genetic~~to ~~Immunity,~~establish ~~which~~FireLESS isKft ~~engaged~~(FireLESS). inFireLESS’s ~~the~~business ~~development~~is offocused ~~therapeutic vaccines~~on ~~for~~acquiring ~~several~~the appropriate ~~different~~licenses ~~diseases~~and ~~inlcuing~~certificates ~~HIV,~~to ~~cancer,~~internationally ~~allergies~~market ~~and~~FireSAFE ~~more. Current research~~ and ~~development~~will iswork ~~limited~~with ~~to DNA~~local ~~sequencing~~and asinternational wefire ~~pursue commercialization tasks related~~ agencies to ~~the~~test ~~company’s~~and ~~lead~~establish ~~product~~usability ~~candidate~~baselines ~~therapeutic~~for ~~HIV vaccine DermaVir~~FireSAFE. ~~Once~~The ~~Dermavir~~Company is ~~fully~~a ~~commercialized~~minority weshareholder ~~will~~in ~~initiate~~FireLESS ~~additional~~with ~~R&D~~30% tovoting ~~develop~~rights, which ~~several~~operates ~~cancer~~under ~~and~~independent ~~allergy vaccines~~management.

19In August, 2007, the Company entered into an agreement with two Hungarian individuals to establish In4 Kft (“in4). in4’s business is focused on software development and information technology purposes. Originally the Company was a minority shareholder in in4 with 30% voting rights. In4 Ltd. operates under independent management.

In August, 2007, the Company also entered into a loan commitment agreement with in4. According to the agreement the Company has committed a loan of approximately $271,000 to in4. The loan amount has been provided by May 31, 2009. In November of 2008 the Company transferred to in4 the entire loan amount, upon which the Company elected to covert the loan into an additional 10% equity in in4. As of January 15, 2009 the Company maintains a minority 40% equity in in4 Ltd. Since capitalization of the loan to equity, as of December 31, 2009 the Company has provided an additional $310,000 loan to in4. During 2010 a new investor entered in4 Ltd, and the share of the Company decreased to 38.5%.

Since the repayment of loans, advances and other investment is contingent on the results of the R&D of iGlue having future economic benefit, management has expensed the Company's investment in in4 and in FireLESS of approximately $5,000 and $900, respectively, and loans to in4 of approximately $310,000 as R&D in the accompanying condensed consolidated statements of operations, in accordance with ASC 730-10-25 "Research and Development Arrangements".

NOTE 5 - INTANGIBLES AND FIXED ASSETS

Intangibles and Net property and equipment consisted of the followings at ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013:

	Intangibles	Machinery and other equipments	Vehicles	Total Net property and equipment
Gross book value
at December 31, 2011	-	166,284	377,139	543,423
Genetic Immunity acquisition	30,111,909	418,483	-	418,483
Additions	274,986	-	-	-
Disposals	-	-	(90,369)	(90,369)
Change in FX rates	(271,780)	14,998	33,063	48,061
at December 31, 2012	30,115,115	599,765	319,833	919,598
Additions		8,710		8,710
Corrections	480,491	376,769		376,769
Disposals		(228,367)		(228,367)
Additions	11,329	1,471	-	1,471
Change in FX rates	(21,901)	(3,925)	565	(3,360)
Disposals	-	(324,837)	-	(324,837)
at September 30, 2013	30,093,214	376,183	320,398	696,581
Change in FX rates	5,251	24,266	7,948	32,214
at December 31, 2013	30,612,186	677,434	327,781	1,005,215
Additions	-	-	-	-
Disposals	-	-	-	-
Change in FX rates	(11,317)	(39,140)	(16,276)	(55,416)
at June 30, 2014	30,600,869	638,294	311,505	949,799
Accumulated depreciation and amortization
at December 31, 2011	-	127,002	220,650	347,652
Genetic Immunity acquisition	-	-	-	-
Additions	22,268	36,881	48,950	85,831
Disposals	-	-	(58,608)	(58,608)
Change in FX rates	6	8,839	32,715	41,554
at December 31, 2012	22,274	172,722	243,707	416,429
Additions	37,373	57,530	14,895	72,425
Corrections	480,491	376,770		376,770
Disposals		(9,031)		(9,031)
Additions	50,914	79,744	18,489	98,233
Change in FX rates	(21,582)	1,921	431	2,352
Disposals	-	(95,121)	-	(95,121)
at September 30, 2013	38,065	223,142	259,033	482,175
Change in FX rates	3,126	13,654	6,056	19,710
at December 31, 2013	556,805	547,769	268,252	816,021
Additions	26,465	29,968	-	29,968
Disposals	-	-	-	-
Change in FX rates	(11,751)	(30,199)	(13,320)	(43,519)
at June 30, 2014	571,519	547,538	254,932	802,470
Net book values at
December 31, 2011	-	39,282	156,489	195,771
December 31, 2012	30,092,841	427,043	76,126	503,169
September 30, 2013	30,055,149	153,041	61,365	214,406
December 31, 2013	30,055,381	129,665	59,529	189,194
June 30, 2014	30,029,350	90,756	56,573	147,329

The increase of intangibles is primarily derived from the intangible rights (Dermavir) of the Company. During the acquisition of Genetic Immunity, the Company has received the valuation of the patents from an independent valuation company. According to the valuation, the Company entered the acquired intangibles to the consolidated balance sheet. The acquired intangibles have indefinite useful life and annual impairment test is carried out on a discounted cash flow basis. According to the latest valuation carried out at October 2, 2012, no impairment losses are to be recognized.24

~~The~~NOTE ~~Company~~5 ~~owns~~- INTANGIBLES ~~the~~AND ~~following patents as intangible~~FIXED ~~assets:~~ASSETS

20The net book value of fixed assets under capital lease amount to $57,573 and $59,529 at June 30, 2014 and at December 31, 2013, respectively.

~~Re:~~The Company ~~PCT~~maintains ~~US97/02933~~a ~~publication~~significant ~~No.~~patent ~~WO9731119A1, corresp~~portfolio to ~~USSN~~protect ~~08/803,484~~our ~~'Methods~~intellectual ~~and~~property. ~~Compositions~~|As ~~for~~appropriate ~~Therapeutic~~we ~~and~~will ~~Genetic~~ocntinue ~~Immunization'~~to ~~filed~~apply for 20additional ~~February~~patent ~~1997~~protection byas J.we ~~Lisziewicz and~~develop F.our ~~Lori,~~product ~~Atty.~~candidate ~~Docket No~~pipeline. ~~RGT 100A PCT~~

~~Re:~~During ~~PCT/US98/19498~~the ~~publication~~acquisition ~~No. WO9913915A1 'Method~~ of ~~Delivering~~Genetic ~~Genes~~Immunity, the ~~into~~Company ~~Antigen~~has ~~Presenting~~received ~~Cells~~the valuation of the ~~skin'~~patents ~~corresp~~from an independent valuation company. According to ~~USSN~~the ~~09/153~~valuation,~~198~~ ~~filed~~the 15Company entered ~~September~~the ~~1998~~acquired byintangibles ~~Lisziewicz~~to the consolidated balance sheet. The acquired intangibles have indefinite useful life and annual &impairment ~~Lori,~~test ~~Atty~~is ~~Docket~~carried Noout on a discounted cash flow basis. ~~RGT~~According ~~9771~~to ~~PCT~~the latest valuation carried out at the end of December 2013, no impairment losses were to be recognized.

Re: PCT US 04/000746 publication No. WO 2004/065575, corresp. to USSN 10/757,343 “Plasmid DNA and Uses therefor” filed 14 January 2004, based on prov’l appln 60/440,245 filed 15 January, 2003, by Lisziewicz, et al., Atty Docket No. RGT 7033

Above the patents, the following trademark is owned:

Trademark “Genetic Immunity” Serial No. 75153267, filed January 22, 1999, 1st use at least Jan 13, 1999, Reg. No. 2657301 on December 3, 2002

The net book value of fixed assets under capital lease amount to $61,365 and $76,126 at September 30, 2013 and December 31, 2012, respectively.

NOTE 6 - NOTE PAYABLE

Mary Passalaqua

On October 20, 2011, the Company was presented with an Amended Convertible Promissory Note by Mary Passalaqua. In the revised agreement Ms. Passalaqua requested that the outstanding portion of ~~such~~the ~~note~~Promissory Note be paid in shares in such quantity that will satisfy the debt of $125,000 owned. As a second step in this conversion process, Mary Passalaqua requested the conversion of $20,000 dollars into shares of ~~the Company’s~~ common stock. To satisfy this request, the Company instructed its transfer agent to issue Mary Passalaqua 3,500,000 shares of ~~its~~ common ~~stock~~. Upon conversion of ~~the~~ the $20,000, ~~the~~outstanding ~~balance~~Promissory ofNote ~~such~~balance ~~note~~will ~~was~~be $105,000 plus accrued interest.

On August 5, ~~2010,~~2011 the ~~Company~~company was presented with an Amended Convertible ~~Promissary~~Promissory Note by Mary Passalaqua. In the revised agreement, Ms. Passalaqua requested that the outstanding portion of ~~such~~the ~~note~~Promissory Note be paid in shares in such ~~quanity~~quantity that will satisfy the debt of $195,000 owned. As ~~the~~ first step in ~~this~~ this conversion process, Mary Passalaqua requested the conversion of $70,000 dollars into shares of ~~the Company’s~~ common stock. To satisfy ~~this~~ this request, the Company instructed its transfer agent to issue Mary Passalaqua 2,400,000 shares of ~~its~~ common ~~stock~~. Upon conversion of the $70,000, outstanding ~~the~~Promissory ~~outstanding~~Note balance ofwill ~~such~~be ~~note was~~ $125,000 plus accrued interest.

On April 10, 2007, in connection with reverse merger (See Note 1), the Company assumed a note payable of $250,000 to a former stockholder, Mary Passalaqua. ~~The~~originally with ~~original term of such note was for~~ one year ~~and had a~~ maturity ~~date~~at of April 5, 2008. The note ~~was~~has ~~extended~~been ~~for~~expanded anby ~~additional~~one year to April 5, 2009 with the same conditions. As such note payable was issued immediately prior to the reverse merger, such issuance was recorded as additional compensation by the Company prior to the reverse merger. Accordingly, such compensation is reflected in the accompanying consolidated balance sheet as the accumulated deficit of the Company, and will not be reflected in the ~~statement~~Statement of operations, as such compensation expense was structured as an expense prior to the recapitalization.

In November, 2008 the Company settled $35,000 from the outstanding liability, and in May of 2009 the Company settled another $20,000 from the liability. The note payable bears interest at the prime rate (3.25% at ~~September~~June 30, ~~2013~~2014). Interest ~~accrual~~expense in connection with such note amounted to $5154,~~563 and~~123 and $4952,~~004~~417 for the ~~period~~periods ended at ~~September~~June 30, ~~2013~~2014 and at December 31, ~~2012~~2013, respectively, and was accrued and included in ~~accounts~~ accounts payable and accrued liabilities in the accompanying consolidated balance sheet.

Infinite Funding

21On July 19, 2011 the Company entered into a Promissory Note with Infinite Funding, Inc whereby Infinite Funding provided $49,000 dollars in loans to the Company. The Note bears interest at 12% per annum.

~~On July 19, 2011, the Company issued a promissory note in favor of Infinite Funding, Inc in the aggregate amount of $49,000. Such note bears interest at 12% per annum.~~25

NOTE 6 - NOTE PAYABLE (Continued)

On March 16, 2011 the Company entered into a Convertible Promissory Note with Infinite Funding LLC whereby Infinite Funding provided $76,000 dollars in loans to the Company. The note bears interest at 10%, is due December 5, 2011, and is convertible into shares of common stock at a conversion price of $0.05. On December 4, 2011 the Company received an extension to this note to December 31, 2012. On September 30, 2012, the loan was converted into 1,900,000 common stocks at a conversion price of $0.04 per share.

NOTE 7 - CAPITAL LEASES PAYABLE

In August, 2007, the Company entered into capital lease agreements on 3 vehicles for management purposes. The maturity of the lease is 60 months and is denominated in CHF. Installments and interest is due on a monthly basis. In December, 2007, the Company entered into additional capital lease agreements on 2 vehicles for management purposes. The maturity of the lease is 72 months and is denominated in CHF. Installments and interest is due on a monthly basis.

In December 2008, the Company settled the capital lease agreements on 2 vehicles and replaced them with new agreements for additional 2 vehicles, totaling 5 capital lease agreements at December 31, 2008. The maturity of the new leases varies from 60 to 72 months and are denominated in EUR and CHF. Installments and interests are due on a monthly basis.

In ~~2011 and later in~~ September ~~2012~~2009, the Company closed a capital lease agreement for ~~two~~one ~~vehicles~~vehicle. The related ~~assets~~asset ~~have~~has been sold.

The following is a schedule by years of future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of ~~September~~June 30, ~~2013~~2014:

For the period ending September 30, 2013		Amounts
For the period ending June 30, 2014	Amounts
2013		21,177
2014	49,867
2014		57,945
2015	23,058
2015		21,043
Total minimum lease payments	72,925
Total minimum lease payments		100,165
Less: amounts representing interest	3,479
Less: amounts representing interest		682
Present value of net minimum lease payments	69,446
Present value of net minimum lease payments		99,483
Less: current portion	69,446
Less: current portion		50,505
Long term liability	$-
Long term liability	$	48,978

NOTE 8 - STOCKHOLDERS’ EQUITY

On October 2, 2012, the Company acquired Genetic Immunity,a Inc., a ~~Delaware~~US corporation domiciled in the state of Delaware. Genetic Immunity is an immunotherapeutic vaccine company whose lead product candidate DermaVir has passed Phase II clinical trials.

AsThrough ~~rea result of~~ the ~~acquisition,~~acquisitions Genetic Immunity became 100% a wholly- owned subsidiary. The acquisition was completed for 1,000,000 shares of Series B Preferred ~~Stock~~stock, convertible into 40 million shares of common stock beginning on January 1, 2014.

On October 26, 2011, the Company~~’s former~~ ~~Vice President, Daniel Kun, Jr.~~ entered into an ~~those certain~~ equity exchange ~~agreements~~agreement with each of Messrs. Viktor Rozsnyay and Daniel Kun, Jr., ~~respectively.~~ Mr. Rozsnyay is President, CEO and Chairman of the Board of Directors of the Company and Mr. Kun is ~~the~~ ~~former~~its Vice-President. Each ~~agreement~~Agreement is identical and provides in summary form as follows: each of Messrs. Rozsnyay and Kun ~~delivered~~will deliver twelve million (12,000,000) shares of their shares of common stock of the Company to the Company for cancellation immediately. ~~(the~~The “Exchange Shares~~”).~~ ~~Such~~so ~~agreements provide that the~~ delivered ~~Exchange~~were ~~Shares will be~~ returned to the treasury of the Company as unauthorized shares of common stock ~~and~~to ~~will~~be ~~become~~ available for subsequent issuance ~~by the Company from time to time~~. AsIn ~~consideration~~return for the surrender of the Exchange Shares, the Company issued and ~~delivered~~ deliver two million (2,000,000) restricted shares of a new class of Series A Preferred ~~Stock~~shares, 1,000,000 shares each to Mr. Rozsnyay and Mr. Kun.

2227

NOTE 8 - STOCKHOLDERS’ EQUITY (Continued)

Private placements

On ~~September~~May 2528, ~~2013~~ 2014, pursuant to a private placement under Regulation SD of the Securities Act of 1933, as amended, the Company sold a total of ~~650~~200,000 shares of its Series CE Preferred Stock to two unaffiliated private investors for aggregate proceeds of $~~195~~100,000.

On April 28, 2014, pursuant to a private placement under Regulation D of the Securities Act of 1933, as amended, the Company sold a total of 100,000 shares of its Series C Preferred Stock to one unaffiliated private investor for aggregate proceeds of $27,949.

On April 7, 2014, pursuant to a private placement under Regulation D of the Securities Act of 1933, as amended, the Company sold a total of 50,000 shares of its Series E Preferred Stock to one unaffiliated private investor for aggregate proceeds of $50,000.

On February 19, 2014, pursuant to a private placement under Regulation D of the Securities Act of 1933, as amended, the Company sold a total of 200,000 shares of its Series E Preferred Stock to two unaffiliated private investors for aggregate proceeds of $200,000. The holders of Series E Preferred Stock are entitled to receive dividends equal to the amount that would be received if each one share of Series E Preferred stock was fully converted into twelve and one half shares of the common stock. Each one share of the Series E Preferred has voting rights equal to five votes of common Stock. Each share of Series E Preferred stock is convertible into 10 shares of common stock.

On November 1, 2013, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 1,000,000 shares of its Series D preferred stock to one affiliated private investor, Peter Boros, Director of the company, for aggregate proceeds of $337,653. This amount was previously provided to the company by Mr. Boros as a loan, and on November 1 Mr. Boros elected to convert this loan into aforementioned preferred stock. The Series D preferred stock is convertible into 2,000,000 shares of common stock on a fully converted basis. No special redemption rights.

On October 17, 2013, pursuant to a private placement under Regulation D of the Securities Act of 1933, as amended, the Company sold a total of 250,000 shares of its Series C Preferred Stock to one unaffiliated private investors for aggregate proceeds of $75,000.

On September 26, 2013, pursuant to a private placement under Regulation D of the Securities Act of 1933, as amended, the Company sold a total of 650,000 shares of its Series C Preferred Stock to two unaffiliated private investors for aggregate proceeds of $195,000.

On September 25, 2013, pursuant to a private placement under Regulation D of the Securities Act of 1933, as amended, the Company sold a total of 1,000,000 shares of its common stock to one unaffiliated private investors for aggregate proceeds of $80,000.

Series C Preferred Stocks can be converted with a completed form of conversion notice into 20 shares of common stock. The holders of Series C Preferred shall be entitled to receive dividends on a fully converted basis. Each one share of Series C Preferred shall be entitled to the dividend granted to each one share of common stock multiplied by twenty. Dividends on Series C Preferred must be delivered and paid to the holders not later than five business days after each specified payment date of the dividend.

On May 9, 2013, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 100,000 shares of its common stock at $0.035 per share to an unaffiliated private investor for aggregate proceeds of $3,500.

On April 3, 2013, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 1,400,000 shares of its common stock at $0.035 per share to an unaffiliated private investor for aggregate proceeds of $49,000.

NOTE 8 - STOCKHOLDERS’ EQUITY (Continued)

On June 13, 2012, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 42,200 shares of its common stock at $0.3 per share to an unaffiliated private investor for aggregate proceeds of $12,658.

During the first half of 2012, the Company received stock advance from an unaffiliated private investor for aggregate proceeds of $67,153.

On November 14, 2011, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 27,700 shares of its common stock at $0.16 per share to an unaffiliated private investor for aggregate proceeds of $4,432.

On September 2, 2011, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 1,727,013 shares of its common stock at $0.16 per share to two unaffiliated private investors for aggregate proceeds of $276,322.

On August 29, 2011, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 17,825 shares of its common stock at $0.12 per share to one unaffiliated private investor for aggregate proceeds of $2,137.

During the second quarter of 2011, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 196,489 shares of its common stock at $0.29 for aggregate proceeds of $56,983.

During the third quarter of 2010, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 70,000 shares of its common stock at $0.50 for aggregate proceeds of $35,000.

During the first half of 2010, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 1,470,000 shares of its common stock at $0.10 for aggregate proceeds of $147,000, and sold 62,500 shares of its common stock at $0.08 for proceeds of $5,000.

In February 2010, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 65,000 shares of its common stock at $0.12 for aggregate proceeds of $7,701.

In November 2009, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 175,000 shares of its common stock at $0.16 and 111,110 shares of its common stock at $0.20 per share for aggregate proceeds of $50,222.

In October 2008, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 2,500,000 shares of its common stock at $0.4 per share for aggregate proceeds of $1,000,000.

In February of 2008, shares of common stock of the Company ~~were~~have been approved by FINRA for quotation and trading on the Over The Counter Bulletin Board (OTCBB) under ~~the~~ the ticker symbol PWRV. Trading commenced in the Company’s securities on the OTCBB beginning on February 21, 2008.

In January 2008, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 32,500 shares of its common stock at $3.25 per share for aggregate proceeds of $105,625.

NOTE 8 - STOCKHOLDERS’ EQUITY (Continued)

In October 2007, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 104,000 shares of its common stock at $2.50 per share for aggregate proceeds of $260,000. The Company also entered into a Registration Rights Agreement, pursuant to which it agreed that as soon as practicable from the Offering Termination Date, as defined in the Registration Rights Agreement, it would file a registration statement with the SEC covering the resale of the shares of the Company’s common stock that are issuable pursuant to this private placement. There are no stipulated damages outlined in the Registration Rights Agreement for failure to file within the agreed upon time frame. Under such agreement, the holder is entitled to exercise all rights granted by law, including recovery of damages under this agreement.

The Company filed Form SB-2 a registration statement with SEC on November 14, 2007, which was approved on January 30, 2008.

Consulting agreements

During November of 2012, the ~~second~~Company ~~quarter~~entered into ofagreements ~~2013~~with four unaffiliated professionals for one year business consulting services. According to the agreement the professionals provide consulting and rental services to the Company for 12 months. In connection with these services, the Company issued ~~655~~to them 1,~~652~~930,000 shares of the Company’s ~~restricted~~ common stock. toThese ~~two~~share ~~suppliers~~issuances ~~for~~were ~~converting~~recorded ~~their~~at ~~receivable~~the ~~towards~~fair ~~the~~value of contracting ~~company~~date ~~into~~which ~~common~~is ~~stock~~the market price on the commitment date $0.06 ~~The~~and ~~related~~$0.19 ~~conversion~~per ~~totaled~~share in the total amount of $44180,~~000~~170 and the related expense was recorded under general administration.

On April 311, ~~2013,~~2012 the Company ~~issued~~entered into ~~1,000,000~~a ~~shares~~Consultation ofServices ~~the~~agreement ~~Company’s~~with ~~restricted~~Stockvest ~~common~~for ~~stock~~IR toservices ~~Daniel~~and ~~Kun,~~issued ~~former~~a ~~Vice-President~~total of ~~the Company~~135,000 ~~in exchange for Mr~~shares. ~~Kun~~As ~~relinquishing certain rights to shares~~ of ~~the~~May ~~Company’s~~17, ~~Series~~2012 ~~A Preferred Stock. The issuance of such securities~~this ~~was~~agreement ~~deemed~~has tobeen ~~be exempt under Regulation S of the Securities Act of 1933, as amended~~terminated.

During ~~March~~October ~~2013~~2011, the Company entered into agreements with ~~one~~three unaffiliated ~~professional~~professionals for one year business consulting services. According to the agreement the ~~professional provides~~professionals provide consulting services to the Company for 12 months. In connection with these services, the Company issued to them ~~100~~640,000 shares of the Company’s common stock. ~~The~~These share ~~issuance~~issuances ~~was~~were recorded at the fair value of contracting date which is the market price on the commitment date $0.~~199~~11 and $0.09 per share in the total amount of $1961,~~900~~200 and the related expense was recorded under general administration.

~~During~~On ~~March~~September ~~2013~~27, 2011, the Company ~~cancelled~~entered into agreements with two unaffiliated professionals for one year business consulting services. According to the agreement the professionals provide consulting ~~agreement~~services to the Company for 12 months. In connection with ~~one~~these ~~unaffiliated~~services, ~~professional~~the ~~and~~Company ~~250~~issued to them 100,000 shares of the Company’s common stock. These share issuances were ~~cancelled~~recorded at the fair value of contracting date which is the market price on the commitment date $0.14 per share in the total amount of $14,000 and the related expense was recorded under general administration.

During ~~November~~April ~~2012~~and May of 2011, the Company entered ~~into~~ into agreements with ~~four~~five unaffiliated professionals for one year business consulting services. According to the agreement the ~~professionals~~ professionals provide consulting ~~and rental~~ services to the Company for 12 months. In connection with these services, the Company issued to ~~them~~ 1them 505,~~930,~~000 shares of the Company’s common stock. These share issuances were recorded at the fair value of contracting date which is the market price on the commitment date $0.06 and $0.19 per share in the total amount of $180,170 and the related expense was recorded under general administration.

On April 11, 2012, the Company entered into a consultation services agreement with Stockvest for IR services, pursuant to which the Company issued a total of 135,000 shares of its common stock to Stockvest as compensation. As of May 17, 2012, such agreement has been terminated.

During October 2011, the Company entered into agreements with three unaffiliated professionals for one year business consulting services. According to the agreement the professionals provide consulting services to the Company for 12 months. In connection with these services, the Company issued 640,000 shares of the Company’s common stock to such professionals. These share issuances were recorded at the fair value of contracting date which is the market price on the commitment date $0.11 and $0.09 per share in the total amount of $61,200 and the related expense was recorded under general administration.

On September 27, 2011, the Company entered into agreements with two unaffiliated professionals for one year business consulting services. According to the agreement the professionals provide consulting services to the Company for 12 months. In connection with these services, the Company issued 100,000 shares of the Company’s common stock to such professionals.

These share issuances were recorded at the fair value of contracting date which is the market price on the commitment date $0.14 per share in the total amount of $14,000 and the related expense was recorded under general administration.

During April and May of 2011, the Company entered into agreements with five unaffiliated professionals for one year business consulting services. According to the agreement the professionals provide consulting services to the Company for 12 months. In connection with these services, the Company issued 505,000 shares of the Company’s common stock to such professionals.

These share issuances were recorded at the fair value of contracting date which is the market price on the commitment date, ranging from $0.34 to $0.48 per share in the total amount of $190,900 and the related expense was recorded under general administration.

On February 7, 2011, the Company entered into a one year business consultation agreement with an unaffiliated person to provide general business development and incubation consultation. In exchange for his services the Company issued a onetime payment of 215,000 shares of our common stock, which vested immediately. These share issuances were recorded at $0.3 per share in the total amount of $64,500 and the related expense was recorded under general administration.30

OnNOTE ~~February~~8 9,- ~~2011,~~STOCKHOLDERS’ ~~we entered into a one~~EQUITY year business consultation agreement with an unaffiliated person to provide services in term of potential business opportunities in Poland. In exchange for his services we issued a onetime payment of 435,000 shares of our common stock, which vested immediately. These share issuances were recorded at $0.24 per share in the total amount of $104,400 and the related expense was recorded under general administration.(Continued)

On February 247, 2011, wethe Company entered into a one year business consultation agreement with an unaffiliated person who is to provide general business development and incubation consultation. In exchange for his services wethe Company issued a onetime payment of 75215,000 shares of our common stock, which vested immediately. These share issuances were recorded at $0.3 per share in the total amount of $2264,500 and the related expense was recorded under general administration.

~~During~~On ~~October~~February ~~and November of 2010~~9, 2011 the Company entered into a ~~agreements~~one ~~with~~year ~~several~~business ~~unaffiliated~~consultation ~~professionals~~agreement ~~for~~with ~~consulting~~an ~~services.~~unaffiliated ~~According~~person towho ~~the~~is ~~agreement~~to ~~the~~provide ~~professionals provid~~services ~~consulting~~in ~~services~~term toof ~~the~~potential ~~Company~~business opportunities in ~~2010~~Poland. In ~~connection~~exchange ~~with~~for ~~these~~his services, ~~the~~we ~~Company~~ issued ~~874~~a onetime payment of 435,000 shares of ~~the Company’s~~our common stock, towhich vested ~~such professionals~~immediately. These share issuances were recorded at $0.524 per share in the total amount of $~~437~~104,~~000~~400 and the related expense was recorded under general administration.

InOn ~~September~~February ~~2010~~24, 2011 the Company entered into ana one year business consultation agreement with ~~four~~an unaffiliated ~~professionals~~person ~~for~~who ~~consulting~~is ~~services. According~~ to ~~the~~provide ~~agreement~~general ~~the~~business ~~professionals~~development ~~provided consulting~~and ~~services to the Company in 2010~~incubation consultation. In ~~connection~~exchange ~~with~~for ~~these~~his services, ~~the~~we ~~Company~~ issued ~~153~~a onetime payment of 75,000 shares of ~~the~~our ~~Company’s~~ common stock, towhich ~~such~~vested ~~professionals~~immediately. These share issuances were recorded at $0.53 per share in the total amount of $7622,500 and the related expense was recorded under general administration.

25The consulting agreements are entered for a 12 months period. According to the agreements the consultants will provide general business consulting services. As consideration for such services, the Company issued an aggregate of 1,970,000 shares of the Company’s common stock. These share issuances were recorded at the fair value of commitment date in the total amount of $457,888 in accordance with measurement date principles prescribed under ASC 505-50 and ASC 718-10. The Company is amortizing the fair value of the shares over the term of the agreement to stock-based compensation expense, which amounted to zero for the period ended June 30, 2014 and 2013, respectively and $316,098 for the period from April 26, 2006 (date of inception) to June 30, 2014, in accordance with ASC 505-50 and ASC 718-10.

~~The~~During ~~consulting~~the ~~agreements~~October ~~are~~and November 2010, the Company entered into ~~for~~ aagreements 12with ~~month~~several ~~period~~unaffiliated professionals for consulting services. According to the ~~agreements~~ agreement the ~~consultants~~professionals ~~will~~ provide ~~general business~~ consulting services to the Company in 2010. AsIn ~~consideration for~~connection ~~such~~with these services, the Company issued anto them ~~aggregate of 1~~874,~~970,~~000 shares of the Company’s common stock. These share issuances were recorded at ~~the fair value of commitment date (~~$0.5 per share) in the total amount of $~~457~~437,~~888~~000 inand ~~accordance~~the ~~with~~related ~~measurement date~~expense ~~principles~~was ~~prescribed~~recorded under ~~ASC~~general ~~505-50 and ASC 718-10~~administration.

~~The~~In September 2010, the Company isentered into ~~amortizing~~an ~~the~~agreement ~~fair~~with ~~value~~four ~~of the~~unaffiliated ~~shares~~professionals ~~over~~for ~~the~~consulting ~~term~~services. ofAccording to the agreement the professionals provided consulting services to ~~stock-based~~the ~~compensation~~Company ~~expense,~~in ~~which~~2010. ~~amounted~~In toconnection $0with ~~for~~these services, the ~~period ended~~Company ~~September 30,~~issued ~~2013,~~to ~~and~~them ~~$598~~153,~~567~~000 ~~for~~shares of the Company’s ~~period~~common ~~from~~stock. ~~April~~These ~~26,~~share ~~2006~~issuances ~~(date~~were ofrecorded ~~inception)~~at to$0.5 ~~September~~per ~~30,~~share ~~2013,~~ in ~~accordance~~the ~~with~~total ~~ASC~~amount ~~505-50~~ of $76,500 and ~~ASC~~the ~~718-10~~related expense was recorded under general administration.

InThe ~~June~~consulting ~~2010,~~agreements ~~the~~are ~~Company~~ entered ~~into an agreement~~ ~~with~~for ~~two~~a ~~unaffiliated~~12 ~~professionals~~months ~~for consulting services~~period. According to the ~~agreement~~agreements the ~~professionals~~consultants ~~provided~~will ~~consulting~~provide ~~services to~~general ~~the~~business ~~Company~~consulting ~~in 2010~~services. InAs ~~connection~~consideration for ~~with~~such ~~these~~ services, the Company issued 20an aggregate of 1,027,000 shares of the Company’s common stock ~~to such professionals~~. These share issuances were recorded at the fair value of commitment date ($0.15 per share) in the total amount of $2513,~~000~~500 in accordance with measurement date principles prescribed under ASC 505-50 and ASC 718-10. The Company is amortizing the ~~related~~fair value of the shares over the term of the agreement to stock-based compensation expense, which amounted to $0 and $312,972 for the periods ended June 30, 2014 ~~was~~and ~~recorded~~December ~~under~~31, ~~general~~2013, ~~administration~~respectively and $513,500 for the period from April 26, 2006 (date of inception) to June 30, 2014, in accordance with ASC 505-50 and ASC 718-10.

In April 2009, the Company entered into an agreement with two unaffiliated professionals for consulting services. According to the agreement the professionals provided consulting services to the Company in 2009. In connection with these services, the Company issued 250,000 shares of the Company’s common stock to such professionals. These share issuances were recorded at $0.4 per share in the total amount of $100,000 and the related expense was recorded under general administration.31

InNOTE ~~June~~8 ~~2007,~~- pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 2,250,000 shares of its common stocks at $0.34 per share for a total subscription receivable of $765,000. The Company also entered into a Registration Rights Agreement, pursuant to which it agreed that as soon as practicable from the Offering Termination Date, as defined in the Registration Rights Agreement, it would file a registration statement with the SEC covering the resale of the shares of the CompanySTOCKHOLDERS’s ~~common stock~~EQUITY ~~that are issuable pursuant to this private placement.~~(Continued)

~~There~~In ~~are~~June no2010, ~~stipulated~~the ~~damages~~Company ~~outlined~~entered ininto ~~the~~an ~~Registration~~agreement ~~Rights~~with ~~Agreement~~two unaffiliated professionals for ~~failure~~consulting toservices. ~~file~~According ~~within~~to the ~~agreed upon time frame. Under such~~ agreement, the ~~holder~~professionals provided isconsulting ~~entitled~~services to ~~exercise~~the ~~all rights~~Company ~~granted~~in by2010. ~~law,~~In ~~including~~connection ~~recovery~~with ofthese ~~damages~~services, ~~under~~the ~~this~~Company ~~agreement.~~issued Into ~~June~~them ~~2007~~20,000 ~~the~~shares ~~Company~~of the ~~entered~~Company’s ~~into~~common ~~separate~~stock. ~~consulting~~These ~~agreements~~share ~~with~~issuances ~~five~~were ~~consultants~~recorded ~~for~~at 12$0.1 toper 24share ~~month~~in ~~periods,~~the ~~respectively.~~total ~~According~~amount toof $2,000 and the ~~agreements~~related ~~the~~expense ~~consultants~~was ~~will~~recorded ~~provide~~under general ~~business consulting services~~administration.

AsIn ~~consideration~~April ~~for such services~~2009, the Company ~~issued~~ entered into an ~~aggregate~~agreement ofwith ~~1,375,000~~two ~~shares~~unaffiliated ofprofessionals ~~the~~for ~~Company’s~~consulting ~~common stock~~services. ~~These~~According ~~share~~to ~~issuances~~the ~~were~~agreement ~~recorded~~the atprofessionals ~~$0.34~~provided consulting ~~per~~services ~~share in~~to the ~~total~~Company ~~amount~~in of2009. ~~$467,501~~In inconnection ~~accordance~~ with ~~measurement~~these ~~date~~services, ~~principles~~the ~~prescribed under ASC 505-50 and ASC 718-10. The~~ Company isissued ~~amortizing~~to ~~the~~them ~~fair~~250,000 ~~value of the~~ shares ~~over the term~~ of the Company’s ~~agreement~~common to stock~~-based~~. ~~compensation~~These ~~expense,~~share ~~which~~issuances ~~amounted to~~were recorded at $0.4 ~~for~~per ~~the~~share ~~period ended~~in ~~September~~the ~~30,~~total ~~2013~~amount ~~and~~of ~~March 31~~$100,000 ~~2012, respectively~~ and ~~$467,501 for~~ the ~~period from April 26,~~related ~~2006~~expense ~~(date~~was ofrecorded ~~inception)~~under togeneral ~~September 30, 2013, in accordance with ASC 505-50 and ASC 718-10~~administration.

In June 2007, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 2,250,000 shares of its common stocks at $0.34 per share for a total subscription receivable of $765,000. The Company also entered into a Registration Rights Agreement, pursuant to which it agreed that as soon as practicable from the Offering Termination Date, as defined in the Registration Rights Agreement, it would file a registration statement with the SEC covering the resale of the shares of the Company’s common stock that are issuable pursuant to this private placement. There are no stipulated damages outlined in the Registration Rights Agreement for failure to file within the agreed upon time frame. Under such agreement, the holder is entitled to exercise all rights granted by law, including recovery of damages under this agreement. In June 2007, the Company entered into five consulting agreements with five consultants for 12 to 24 month periods. According to the agreements the consultants will provide general business consulting services. As consideration for such services, the Company issued an aggregate of 1,375,000 shares of the Company’s common stock. These share issuances were recorded at $0.34 per share in the total amount of $467,501 in accordance with measurement date principles prescribed under ASC 505-50 and ASC 718-10. The Company is amortizing the fair value of the shares over the term of the agreement to stock-based compensation expense, which amounted to $0 for the period ended June 30, 2014 and December 31, 2013, respectively and $467,501 for the period from April 26, 2006 (date of inception) to June 30, 2014, in accordance with ASC 505-50 and ASC 718-10.

In April 2007, the Company entered into an agreement with two professionals for legal services. According to the agreement the professionals provided legal services to the Company in 2007. In connection with these services, the Company issued to them 500,000 shares of the Company’s common stock. These share issuances were recorded at $0.34 per share in the total amount of $170,000 and the related expense was recorded under general administration.

In connection with the ITA in 2007 (See Note 4), the Company issued 100,000 shares of the Company’s common stock to the ~~inventors~~Inventors. These shares issuance were recorded at fair value of $0.34 per share in the total amount of $34,000. The cost of the related invention was recorded as research and ~~development~~ development expense.

Other agreements

On ~~March~~October 168, ~~2011~~2008, ~~the~~Power ~~Company~~of ~~issued~~the Dream ~~that~~Ventures, ~~certain~~Inc. ~~Convertible~~(the ~~Promissory~~“Company”) ~~Note~~entered ininto ~~favor~~a ~~Infinite~~Standby ~~Funding~~Equity ~~LLC~~Distribution inAgreement (the ~~aggregate~~“Standby ~~amount~~Equity ofDistribution Agreement”) ~~$76~~with YA Global Investments,~~000~~ L.P. ~~The~~(the ~~note~~“Investor”). ~~bears interest~~Pursuant atto ~~10%,~~the isterms ~~due~~of ~~December~~the 5,Standby ~~2011~~Equity Distribution Agreement, the Company (a) agreed to issue and issell ~~convertible~~to ~~into~~the Investor up to $5,000,000 of shares of the Company’s common stock, par atvalue a$0.0001 ~~conversion~~per ~~price~~share (the “Common Stock”) in tranches of ~~$0.05.~~equity, Onbased upon a 7% discount to the market price ~~December~~of 4,the ~~2012~~Common Stock, calculated over the five trading days following notice by the Company ~~received~~of an ~~extension~~election to ~~this~~sell ~~note~~shares; toand ~~December~~(b) issued ~~31,~~to ~~2013.~~the OnInvestor ~~September~~a ~~30,~~warrant ~~2012,~~ (the ~~loan~~“Warrant”) ~~was converted~~to ~~into~~purchase 14,~~900~~027,~~000~~386 ~~common~~shares ~~stocks~~of Common Stock at athe ~~conversion~~exercise price per share of $0.0429. ~~per~~The ~~share~~Warrant is not part of the commitment shares issued by the company to the investor.

2632

OnNOTE ~~October~~ 8, ~~2008,~~- the Company entered into a Standby Equity Distribution Agreement (the “Standby Equity Distribution Agreement”) with YA Global Investments, L.P. (the “Investor”). Pursuant to the terms of the Standby Equity Distribution Agreement, the Company (a) agreed to issue and sell to the Investor up to $5,000,000 of shares of the CompanySTOCKHOLDERS’s ~~common stock, par value $0.0001 per share (the “Common~~EQUITY Stock”) in tranches of equity, based upon a 7% discount to the market price of the Common Stock, calculated over the five trading days following notice by the Company of an election to sell shares; and (bContinued) issued to the Investor a warrant (the “Warrant”) to purchase 4,027,386 shares of Common Stock at the exercise price per share of $0.29. The Warrant is not part of the commitment shares issued by the company to the investor.

The ~~Investor~~investor must purchase the shares ~~underlaying~~ underlying the Warrant. The Warrant price was determined based upon the highest ~~bid~~Bid price on the day of the closing of the agreement. ~~The~~ ~~Investor~~The YA Global is required to exercise the ~~Warrant~~warrant upon notice by ~~the~~PDV ~~Company~~ of an election to have the warrants exercised at a fix ~~price~~ price of $0.29 per common stock.

In connection with the Standby Equity ~~Distribution~~ Distribution Agreement, the Company entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed to register for resale the shares of Common Stock that may be purchased by the Investor pursuant to the Standby Equity Distribution Agreement, the shares of Common Stock issuable upon exercise of the Warrant and 2,000,000 shares of Common Stock (the “Commitment Shares”) issued to the Investor as a commitment fee pursuant to the terms of the Standby Equity Distribution Agreement. The 2,000,000 shares issued as a commitment fee were valued at $0.4 per share or $800,000 based on the fair value at issuance date. The $800,000 commitment fee has been debited against additional paid in capital in accordance with the provisions of Staff Accounting Bulletin Topic 5A .

~~The~~On ~~2,000,000~~September ~~shares issued as a commitment fee were valued at $0.4 per share or $800~~24,~~000~~ ~~based~~2010 on the ~~fair~~Company ~~value at issuance date. The $800,000 commitment fee has been debited~~notified ~~against~~YA ~~additional~~Global ~~paid~~Investments in ~~capital~~writing inof ~~accordance~~its ~~with~~intention ~~the~~to ~~provisions~~terminate ofthe ~~Staff~~Standby ~~Accounting~~Equity ~~Bulletin~~Distribution ~~Topic~~Agreement 5A(SEDA).

OnIn ~~September~~response 24to this letter YA Global informed the company in a letter dated October 5, 2010 that the ~~Company~~SEDA ~~notified~~agreement will terminate on or about October 15, 2010. YA Global also informed the ~~Investor~~company inthat ~~writing~~even ofthough the SEDA agreement is terminated its ~~intention~~associated Warrant to ~~terminate~~purchase ~~the~~4,027,386 ~~Standby~~shares ~~Equity~~of ~~Distribution~~common stock ~~Agreement~~remains in effect until it expires on October 8, 2013.

InOn ~~response~~October ~~to this letter~~18, ~~the~~2010 ~~Investor informed~~ the ~~Company~~company inreceived anotice from ~~letter,~~YA ~~dated~~global ~~October~~for ~~5, 2010, that~~ the ~~Standby~~exercise ~~Equity~~of ~~Distribution~~50,000 ~~Agreement~~warrant ~~will~~shares ~~terminate~~ on ora ~~about~~cashless ~~October 15, 2010~~basis. ~~The~~This ~~Investor~~cashless ~~also~~exercise ~~informed~~resulted in the ~~Company~~issuance ~~that~~of 3,226 ~~even~~shares ~~though~~of ~~the~~Common ~~Standby~~stock ~~Equity~~to ~~Distribution~~YA ~~Agreement~~Global. isFollowing ~~terminated,~~this ~~the Warrant~~exercise ~~shall~~YA ~~remain~~Global inhas ~~effect~~3,977,386 ~~until~~warrant itshares ~~expires~~available onfor ~~October 8, 2013~~purchase.

On ~~October~~September 1810, ~~2010,~~2012 ~~the~~YA ~~company~~Global ~~received~~notifed ~~notice~~the ~~from~~company ~~the~~that ~~Investor~~according ~~for~~to the ~~exercise~~terms of ~~50,000~~the ~~warrant~~Warrant ~~shares~~Agreement onthere should have been a ~~cashless~~proportional ~~basis.~~reduction ~~This~~in ~~cashless~~the Warrant’s exercise ~~resulted~~price into the ~~issuance~~ the price of ~~3,226~~a ~~shares~~private ofplacement ~~Common~~that ~~Stock~~was tocompleted ~~the~~at ~~Investor.~~a ~~Following~~lower ~~this~~price ~~exercise,~~than the ~~Investor~~$0.29 ~~has~~exercise ~~3,977,386~~price. ~~warrant~~YA ~~shares~~Global and ~~available~~the ~~for purchase.~~company ~~The~~have ~~fair~~agreed ~~value~~to ofmodify the ~~liability~~Warrant exercise price from ~~warrant~~the isoriginal ~~immaterial~~$0.29 cents to $0.10 cents.

OnAt the same time YA Global also notified the company of their intention to sell the Warrant in a private transaction to an unaffiliated accredited investor. This transaction was contemplated on September 10, 2012. The new owner, ~~the~~Bluestar ~~Investor~~Consulting, ~~notifed the~~now ~~Company~~has ~~that~~the ~~according~~right to ~~the~~acquire, ~~terms~~on ofor ~~the~~before ~~Warrant~~October 8, ~~there~~2013, ~~should~~3,977,386 ~~have~~share ~~been~~of acommon ~~proportional~~stock ~~reduction~~at ina ~~the~~per ~~Warrant’s~~share exercise price toof ~~the~~$0.10. ~~price~~The terms of athe ~~private~~warrants ~~placement~~are such that the exercise price was ~~completed~~lowered atdue to a ~~lower~~subsequent ~~price~~round ~~than~~of ~~the~~financing, from $0.29 ~~exercise~~per share to the price the subsequent investors paid, $0.10 per ~~The~~share. ~~Investor~~This ~~and~~down round protection feature causes the ~~Company~~ ~~agreed~~warrant to ~~modify~~fail the ~~Warrant~~criteria ~~exercise~~in ~~price~~ASC ~~from~~815-40-15-7 (EITF 07-5) which would permit them to be classified as equity. Consequently, the ~~original~~warrants $0are recorded at fair value and classified as liabilities and marked to fair value each period.29 The warrant is extended to $0October 8, 2018.~~10.~~

At the same time the Investor also notified the Company of their intention to sell the Warrant in a private transaction to an unaffiliated accredited investor. This transaction was contemplated on September 10, 2012. The new owner, Bluestar Consulting, now has the right to aquire, on or before October 8, 2013, 3,977,386 shares of Common Stock at a per share exercise price of $0.10. The fair value of the liability using Black-Scholes valuation at September 30, 2013 is $0, as the warrant expired. The fair value of the liability is established as a Level 3 fair value measurement.33

~~The~~NOTE ~~following~~8 ~~table~~- ~~shows~~STOCKHOLDERS’ ~~the~~EQUITY ~~movement in fair value along with the change of warrant conditions:~~(Continued)

September 30, 2013	Book value	Fair value
Financial liabilities
Liabilities measured at fair value -		-

The fair value of the liability using Black-Scholes valuation at June 30, 2014 is $91,480, which is classified at short term liabilities. The fair value of the liability is established as a Level 3 fair value measurement. The following table shows the movement in fair value along with the change of warrant conditions:

June 30, 2014	Book value	Fair value

Financial liabilities
Liabilities measured at fair value 91,480		91,480

December 31, 2012	Book value	Fair value
December 31, 2013	Book value	Fair value
Financial liabilities
Liabilities measured at fair value	608,540	608,540
Liabilities measured at fair value 87,502		87,502

Fair value of warrant per share	~~September~~June 30, ~~2013~~2014	December 31, ~~2012~~2013
Per share	$0.~~015~~037	$0.~~153~~022

The inputs used in fair value estimation are:

current share price at June 30, 2014: $0.0701

exercise price $0.10

expected time to expiry (years): 4.25

risk free rate 3.25 (FED prime rate)

expected dividend yield: 0

volatility: 50%

The change in the amount of warrant liability is accounted as other expense.

On May 17, 2008, the Company entered into an agreement with Wakabayashi Fund LLC ~~(“Wakabayashi”)~~ in order to arrange financing for working capital as an intermediary. Wakabayashi Fund LLC provided capital funding services including serving as an investment banking liaison and acted as capital consultant for a six month period. The Company issued 111,111 shares of restricted common stock upfront at $1.35 per share, the market price of the stock on the commitment date of the agreement. Additionally, the Company agreed to pay for the capital funding services 7% success fee. These share issuances were recorded at $1.35 per share in the total amount of $150,000 in accordance with measurement date principles prescribed under ASC 505-50. The Company is amortizing the fair value of the shares in general and administration expenses over the term of the agreement to stock-based compensation expense, which amounted to $0 for the period ended ~~September~~ June 30, 2014 and December 31, 2013 and $150,000 for the period from April 26, 2006 (date of inception) to ~~September~~June 30, ~~2013~~2014, in accordance with ASC 505-50. As of November 17, 2008, ~~such~~this agreement ~~had~~has been terminated without any funds raised.

On April 18, 2008, the Company entered an agreement with RedChip Companies Inc. ~~(“RedChip”)~~ and Partner Media4Equity Inc. ~~(“Media4Equity”)~~ for an investor relationship program for a period of 12 months. The Company secured and delivered 306,570 ~~shares of~~ restricted common ~~stock~~shares with a market price of $0.70 for a 12 months period in connection with RedChip’s investor relationship services. The compensation for Media4Equity services was the delivery of 1,500,000 ~~shares of restricted~~ restricted common ~~stock~~shares. These share issuances were recorded at $0.75 per share, the market price of the ~~common~~ stock on the commitment ~~date~~ date of the agreement, for a total amount of $1,125,000 in accordance with measurement date principles prescribed under ASC 505-50. The Company is amortizing the fair value of the shares in general and administration expenses over the term of the agreement to stock-based compensation expense, which amounted to $0 for the periods ended ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013, respectively and $1,339,599 for the period from April 26, 2006 (date of inception) to ~~September~~June 30, ~~2013~~2014, in accordance with ASC 505-50.

NOTE 8 - STOCKHOLDERS’ EQUITY (Continued)

Stock based compensations

On January 1, 2011, the Company entered into a restricted stock agreement with Ildiko Rozsa, who is to serve as the Chief Financial Officer of the Company. As part of the agreement Ms. Rozsa was granted 100,000 ~~restricted~~ shares of the Company’s restricted common stock of which 25,000 shares will vest quarterly, at the end of each quarter, so long as Ms. Rozsa is employed by the Company.

On January 1, 2011, the Company entered into a restricted stock agreement with Szilvia Toth, as the ~~former~~ Chief Accounting Officer of the Company. As part of the agreement Ms. Toth was granted 100,000 shares of restricted common stock, of which 25,000 shares will vest quarterly, at the end of each quarter, so long as Ms. Toth is employed by the Company.

On January 1, 2011, the Company entered into a restricted stock agreement with Imre Eotvos, the Technology Assistant of the Company. As part of the agreement Mr. Eotvos was ~~granted~~ granted 120,000 shares of restricted common stock, which will vest on equal installments of 30,000 shares quarterly, at the end of each quarter, so long as Mr. Eotvos is employed by the Company.

28On January 1, 2011, the Company entered into a restricted stock agreement with Daniel Kun, Jr., who is to serve as Secretary and Vice President of the company on a going forward basis. As part of the agreement Mr. Kun was granted 120,000 shares of restricted common stock, which will vest on equal installments of 30,000 shares quarterly, at the end of each quarter, so long as Mr. Kun is employed by the Company.

On January 1, 2011, the Company entered into a restricted stock agreement with ~~Daniel~~Gene ~~Kun~~Guhne, ~~Jr.,~~who is to serve as Director of the ~~Company’s~~company ~~former~~on ~~Secretary~~a ~~and~~going ~~Vice~~forward ~~President~~basis. As part of the ~~agreement~~ agreement Mr. ~~Kun~~Guhne was granted ~~120~~100,000 shares of restricted common stock, which will vest on equal installments of 3025,000 shares quarterly, at the end of each quarter, so long as Mr. ~~Kun~~Guhne is employed by the Company.

On January 1, 2011, the Company entered into a restricted stock agreement with Gene Guhne, a former director of the Company. As part of the agreement Mr. Guhne was granted 100,000 shares of restricted common stock, which will vest on equal installments of 25,000 shares quarterly, at the end of each quarter, so long as Mr. Guhne is employed by the Company.

As consideration for the above services, the Company issued an aggregate of 540,000 shares of the Company’s common stock. These share issuances were recorded at $0.15 per share in the total amount of $81,000 in accordance with measurement date principles prescribed under FAS 123 (R).

During the second quarter of 2010, the Company entered into a restricted stock agreement with Ildiko Rozsa, who is to serve as the Chief Financial Officer of the Company. As part of the agreement Ms. Rozsa was granted 100,000 shares of the Company’s restricted common stock of which 25,000 shares will vest quarterly, at the end of each quarter, so long as Ms. Rozsa is employed by the Company.

During the second quarter of 2010, the ~~Company~~ Company entered into a restricted stock agreement with Szilvia Toth, the ~~former~~ Chief Accounting Officer of the Company. As part of the agreement Ms. Toth was granted 100,000 shares of restricted common stock, of which 25,000 shares will vest quarterly, at the end of each quarter, so long as Ms. Toth is employed by the Company.

During the second quarter of 2010, the Company entered into a restricted stock agreement with Imre Eotvos, the Technology Assistant of the Company. As part of the agreement Mr. Eotvos was granted 120,000 shares of restricted common stock, which will vest on equal installments of 30,000 shares quarterly, at the end of each quarter, so long as Mr. Eotvos is employed by the Company.

During the second quarter of 2010, the ~~Company~~ Company entered into a restricted stock agreement with Daniel Kun, Jr., aswho ~~the~~is ~~Company’s~~to ~~former~~serve as Secretary and Vice President of the company on a going forward basis. As part of the agreement Mr. Kun was granted 120,000 shares of restricted common stock, which will vest on equal installments of 30,000 shares quarterly, at the end of each quarter, so long as Mr. Kun is employed by the Company.

During the second quarter of 2010, the Company entered into a restricted stock agreement with Gene Guhne, a former director of the Company. As part of the agreement Mr. Guhne was granted 100,000 shares of restricted common stock, which will vest on equal installments of 25,000 shares quarterly, at the end of each quarter, so long as Mr. Guhne is employed by the Company.35

NOTE 8 - STOCKHOLDERS’ EQUITY (Continued)

During the second quarter of 2010, the Company entered into a restricted stock agreement with Gene Guhne, who is to serve as Director of the company on a going forward basis. As part of the agreement Mr. Guhne was granted 100,000 shares of restricted common stock, which will vest on equal installments of 25,000 shares quarterly, at the end of each quarter, so long as Mr. Guhne is employed by the Company.

As consideration for the above services, the Company issued an aggregate of 540,000 shares of the Company’s common stock. These share issuances were recorded at $0.1 per share in the total amount of $54,000 in accordance with measurement date principles prescribed under FAS 123 (R).

On February 5, 2009, the Company entered into a restricted stock agreement with Ildiko Rozsa, who is to serve as the Chief Financial Officer of the Company. As part of the agreement Ms. Rozsa was granted 120,000 shares of the Company’s restricted common stock of which 30,000 shares will vest quarterly, at the end of each quarter, so long as Ms. Rozsa is employed by the Company.

On February 5, 2009, the Company entered ~~into~~ into a restricted stock agreement with Szilvia Toth, the ~~former~~ Chief Accounting Officer of the Company. As part of the agreement Ms. Toth was granted 120,000 shares of restricted common stock, of which 30,000 shares will vest quarterly, at the end of each quarter, so long as Ms. Toth is employed by the Company.

On February 5, 2009, the Company entered into a restricted stock agreement with Mihaly Zala, the Chief Technology Officer of the Company. As part of the agreement Mr. Zala was granted 120,000 shares of restricted common stock, which will vest on equal installments of 30,000 shares quarterly, at the end of each quarter, so long as Mr. Zala is employed by the Company. As of July 15, 2009 Mr. Zala is no longer employed by the Company, therefore 60,000 shares of the 120,000 granted to him were cancelled and returned to the authorized and unissued stock of the company.

On February 5, 2009, the Company entered into a restricted stock agreement with Imre Eotvos, the Technology Assistant of the Company. As part of the agreement Mr. Eotvos was granted 200,000 shares of restricted common stock, which will vest on equal installments of 50,000 shares quarterly, at the end of each quarter, so long as Mr. Eotvos is employed by the Company.

On February 5, 2009, the Company entered ~~into~~ into a restricted stock agreement with Daniel Kun, Jr., aswho ~~the~~is ~~Company’s~~to ~~former~~serve as Secretary and Vice President of the company on a going forward basis. As part of the agreement Mr. Kun was granted 200,000 shares of restricted common stock, which will vest on equal installments of 50,000 shares quarterly, at the end of each quarter, so long as Mr. Kun is employed by the Company.

As consideration for the above services, the Company issued an aggregate of 700,000 shares of the Company’s common stock. These share issuances were recorded at $0.4 per share in the total amount of $280,000 in accordance with measurement date principles prescribed under FAS 123 (R).

On October 24, 2007, the Company entered into a restricted stock agreement with Ildiko Rozsa, who is to serve as the Chief Financial Officer of the Company. As part of the agreement Ms. Rozsa was granted 250,000 shares of the Company’s restricted common stock of which 100,000 shares are vested upon grant and 30,000 shares will vest quarterly, at the end of each quarter, so long as Ms. Rozsa is employed by the Company.

On October 1, 2007, the Company entered ~~into~~ into a restricted stock agreement with Szilvia Toth, the ~~former~~ Chief Accounting Officer of the Company. As part of the agreement Ms. Toth was granted 100,000 shares of restricted common stock of which 50,000 shares are vested upon grant and 10,000 shares will vest quarterly, at the end of each quarter, so long as Ms. Toth is employed by the Company.

On October 24, 2007, the Company entered into a restricted stock agreement with Mihaly Zala, the Chief Technology Officer of the Company. As part of the agreement Mr. Zala was granted 150,000 shares of restricted common stock, which will vest on equal installments of 30,000 shares quarterly, at the end of each quarter, so long as Mr. Zala is employed by the Company.

NOTE 8 - STOCKHOLDERS’ EQUITY (Continued)

On October 24, 2007, the Company entered into a restricted stock agreement with Imre Eotvos, the Technology Assistant of the Company. As part of the agreement Mr. Eotvos was granted 25,000 shares of restricted common stock, which will vest on equal installments of 5,000 shares quarterly, at the end of each quarter, so long as Mr. Eotvos is employed by the Company.

On October 1, 2007, the Company entered into a restricted stock agreement with Sandorne Juhasz, who provides payroll accounting services to the Company on a subcontracting basis. As part of the agreement Ms. Juhasz was granted 11,000 shares of restricted common stock, of which 8,000 is will vest upon grant and 750 shares will vest quarterly, at the end of each quarter, so long as Ms. Juhasz is employed by the Company.

On October 24, 2007, the Company entered ~~into~~ into a restricted stock agreement with Daniel Kun, Jr., who is to serve as Secretary and Vice President of the ~~Company’s~~company ~~former~~on ~~Secretary~~a going forward basis. As part of the agreement Mr. Kun was granted 250,000 shares of restricted common stock, which will vest on equal installments of 50,000 shares quarterly, at the end of each quarter, so long as Mr. Kun is employed by the Company.

On October 24, 2007, the Company entered into a restricted stock agreement with Viktor Rozsnyay, who is serving as President and Chief Executive Officer of the Company. As part of the agreement Mr. Rozsnyay was granted 250,000 shares of restricted common stock, which will vest on equal installments of 50,000 shares quarterly, at the end of each quarter, so long as Mr. Rozsnyay is employed by the Company.

As consideration for the above services for the employment of the above 7 persons, the Company issued an aggregate of 1,036,000 shares of the Company’s common stock. These share issuances were recorded at $2.5 per share in the total amount of $2,590,000 in accordance with measurement date principles prescribed under ASC 505-50 and ASC 718-10. The Company is amortizing the fair value of the shares over the term of the agreement to stock-based compensation expense, which amounted to $0 for the ~~periods~~period ended ~~September~~June 30, ~~2013~~ 2014 and December 31, ~~2012~~2013 and $2,590,000 for the period from April 26, 2006 (date of inception) to ~~September~~June 30, ~~2013~~2014, in accordance with ASC 505-50 and ASC 718-10.

Reverse merger

On August 5, 2011, the ~~Company~~company was presented with an Amended Convertible Promissory Note by Mary Passalaqua. In the revised agreement Ms. Passalaqua requested that the outstanding portion of ~~such~~the Promissory Note be paid in shares in such quantity that will satisfy the debt of $195,000 owned. As first step in this conversion process Mary Passalaqua requested the conversion of $70,000 dollars into shares of ~~the Company’s~~ common stock. To satisfy this ~~request~~ request the Company instructed its transfer agent to issue Mary Passalaqua 2,400,000 shares of ~~its~~common. On October 20, 2011, Mary Passalaqua requested the conversion of additional $20,000 dollars into shares of common stock. To satisfy this request the Company instructed its transfer agent to issue Mary Passalaqua 3,600,000 shares of common.

On October 20, 2011, the Company was presented with an Amended Convertible Promissory Note by Mary Passalaqua. In the revised agreement Ms. Passalaqua requested that the outstanding portion of ~~such~~the Promissory Note be paid in shares in such quantity that will satisfy the debt of $125,000 owned. As ~~the~~ second step in this conversion process Mary Passalaqua requested the conversion of $20,000 dollars into shares of ~~the Company’s~~ common stock. To satisfy this request the Company instructed its transfer agent to issue Mary Passalaqua 3,500,000 shares of common. Upon conversion of the $20,000 ~~our~~ outstanding Promissory Note balance will be $105,000 plus accrued interest.

On April 10, 2007, ~~the~~PDV ~~Companny~~ entered ~~into~~ into a reverse merger transaction with Vidatech. In connection with the merger 2,500,000 shares of PDV common stock remained outstanding and PDV issued 33,300,000 shares of its common stock for all the outstanding common stock of Vidatech. As a result of this transaction, the former stockholders of Vidatech became the controlling stockholders of PDV. Accordingly, the reverse merger has been accounted for as a recapitalization of Vidatech.

In May 2006, the Company entered into a short term loan agreement with its Chief Executive Officer, Viktor Rozsnyay, for approximately $96,100 with a maturity of April 30, 2007. On December 28, 2006 Mr. Rozsnyay elected to convert the loan into equity, which is recorded as additional paid in capital.37

InNOTE ~~March~~8 ~~2007,~~- ~~the~~STOCKHOLDERS’ ~~Company entered into~~EQUITY a short term loan agreement with its former Chief Financial Officer, Daniel Kun Jr., for approximately $53,735 with a maturity of March 31, 2007. On March 31, 2007 Mr. Kun elected to convert the loan into equity, which is recorded as additional paid in capital.(Continued)

OnIn ~~April 5~~May, ~~2012~~2006, the Company ~~filed~~entered into a ~~Preliminary 14C~~short ~~Information~~term ~~Statement~~loan agreement with ~~the~~its ~~Securities~~Chief ~~and~~Executive ~~Exchange~~Officer, ~~Commission~~Viktor ~~announcing~~Rozsnyay, for approximately $96,100 with a maturity of April 30, 2007. On December 28, 2006 Mr. Rozsnyay elected to convert the ~~following:~~loan into equity, which is recorded as additional paid in capital.

	(i)	the reduction of the authorized shares of common stock of the Company from 250,000,000 to 50,000,000 such shares without affecting the issued and outstanding shares of the Company’s common stock;
	(ii)	an increase in the par value of the Company’s common stock and preferred stock from $0.0001 per share to $.001 per share; and

In March, 2007, the Company entered into a short term loan agreement with its Chief Financial Officer, Daniel Kun Jr., for approximately $53,735 with a maturity of March 31, 2007. On March 31, 2007 Mr. Kun elected to convert the loan into equity, which is recorded as additional paid in capital.

(iii) the creation of a class of 1,000,000 shares of Series B Preferred Stock of the Company.

On April 24, 2012, the Company filed its Definitive Information statement to finalize this transaction.

By the end of September 30, 2013 and December 31, 2012, the majority owners of the Company, Mr. Viktor Rozsnyay and Mr. Peter Boros, along with another owner of the Company provided short term loans of $183,319 and $67,183 respectively. These loans bear zero interest.

At September 30, 2013, there are no non-vested restricted stock awards.

NOTE 9 - ACCOUNTS PAYABLE, ACCRUED AND OTHER LIABILITIES

	June 30, 2014		December 31, 2013

Accounts payable and accrued expenses	$	1,922,716	$	1,868,534
Interest accruals		2,433,654		2,214,760
Total	$	4,356,370	$	4,083,294

	September 30, 2013		December 31, 2012
Accounts payable and accrued expenses	$	2,274,659	$	1,662,172
Bridge Loan Interest accruals		1,336,628		1,205,632
Total	$	3,611,287	$	2,867,804

In 2007, Genetic Immunity conducted a US$2.0 million convertible debenture bridge in anticipation of a reverse merger which was not consummated due to then current economic and market conditions. The debenture was due August 2009. The US$1.1 million in face value of debentures was purchased by a fund operating under the Small Business Investment Company (“SBIC”) which has since been put into receivership with the U.S. Small Business Administration (the “SBA”). The SBA is expected to execute a forbearance agreement. The remaining US$900,000 of face value of the debenture is held by individuals who are considering whether to sign the forbearance agreement. Conrad Mir, the Company’s Chairman of the Board of Directors, is in dialogue with them. The debenture holders have liens on certain intellectual property of the Company. Because there is significant know how associated with the intellectual property, the involvement of the Company's management team and scientific team is necessary to commercialize the intellectual property. As of the printing of this document, the Company received written consent from the SBA to proceed with the forbearance agreement and is awaiting similar approval from the aforementioned individuals. If said individuals elect to not accept the terms of the forbearance agreement as approved by the Company and the SBA, thus keeping the Company in default on its obligations, there is the potential for litigation by the holders of the debentures.

In ~~2007~~ 2013, Genetic Immunity conducted a US$2.0 million convertible debenture bridge in anticipation of a reverse merger which was not consummated due to then current economic and market conditions. The debenture was due August 2009. The US$1.1 million in face value of debentures was purchased by a fund operating under the ~~Small Business Investment~~ Company ~~(“SBIC”)~~accounted ~~which~~for ~~has~~the ~~since~~late ~~been~~payment ~~put~~interest ~~into~~for ~~receivership with~~ the ~~U.S.~~ ~~Small~~Bridge ~~Business~~loan ~~Administration~~ (~~the “SBA”~~18%). ~~The~~which ~~SBA~~increased ~~is expected to execute a forbearance agreement. The remaining US$900,000 of face value of~~ the ~~debenture~~accrued isinterest ~~held by individuals who are considering whether to sign the forbearance agreement.~~liability ~~The debenture holders have liens on certain intellectual property of the Company. Because there is significant know how associated with the intellectual property~~significantly, ~~the~~along involvement of the Company's management team and scientific team is necessary to commercialize the intellectual property. As of the printing of this document, the Company received written consent from the SBA to proceed with ~~the~~ ~~forbearance agreement and is awaiting similar approval from~~ the ~~aforementioned~~interest ~~individuals~~expenses. If said individuals elect not to accept the terms of the forbearance agreement as approved by the Company and the SBA, thus keeping the Company in default on its obligations, there is the potential for litigation by the holders of the debentures.

NOTE 10 - GRANTS RECEIVED

During 2007 and 2008, Genetic Immunity gained several government grants from the Hungarian state in order to finance the research and development projects. The grants are payable in arrears to 4 projects of the Company: DERMAVI_, DVCLIN01, FIBERSC2 and WINGS. The Company accrued for the grants received and it is reversed to the income statement along with the occurrence of the related expenses. Grants are payable in accordance with the milestone, not annually. Audited financial statements had to be disclosed to State Office as settlement of each milestone. Theses audits have been performed by the statutory auditor of the Hungarian Subsidiary. WINGS is an EU FP7 international consortium grant financed by the European Union.

DERMAVI_ is successfully closed in 2009. DVCLIN01 ~~supports~~supported the ~~phase~~Phase II clinical development of DermaVir. ~~The~~This ~~Company~~grant ~~made~~was ~~the~~closed ~~final~~at ~~grant~~the ~~matching~~end ~~payment~~of ~~in April and will close this grant in~~ 2013. FIBERSC2 supports the investigation of DermaVir mechanism of action with novel fiber integrated microscopy. ~~and~~Originally scheduled ~~will~~for becompletion ~~concluded~~ in February of 2014, this grant has been extended to August of 2014. WINGS supports the development of West Nile Virus vaccine with DermaVir technology. ~~and~~The ~~will~~grant beended ~~concluded~~in February of 2014, the Company has filed the required closing documents. The Company expects full closure to this grant in ~~2013~~Q3 of 2014.

NOTE 11 - SHORT TERM LOANS ~~AND LONG TERM LOANS~~

	June 30, 2014		December 31, 2013

Bridge Loan	$	2,000,000	$	2,000,000
RIGHT loan		294,333		311,159
Bryan Sanders loan		30,000		30,000
Total		2,324,333		2,341,159

	September 30, 2013		December 31, 2012
Bridge Loan	$	2,000,000	$	2,000,000
Bridge loan payable provision		248,589		188,465
RIGHT loan		136,264		217,420
Bryan Sanders loan		30,000		30,000
Total short term loans		2,414,853		2,435,885

RIGHT loan			81,156				—
Total long term loans			81,156				—

The loans above are assumed from the acquisition of Genetic Immunity. The Bridge loan payable provision is a late payment fee calculated on the principal amount in accordance with the contract.

Bridge Loan

On August 29, 2007, the Company entered into a Bridge Loan agreement as a Senior Secured Convertible Debenture for an amount of $2,000,000. The loan providers are the followings:

Name	Bridge Amount

*SBIC Investors*
Trident	$1,100,000
*Non-SBIC Investors*
Andy Browder	25,000
Proto Investments	250,000
Ford Sasser	25,000
Danny Vela	25,000
Steve Walton	150,000
Hilton Wilson	25,000
Will Wilson	250,000
Rodman & Renshaw	150,000
	$2,000,000

The loan bears an annual interest rate of 12%. According to the loan agreement, the Company settles the loan principal on the earlier of August 29, 2009 or consummation of a qualifying transaction other than reverse merger effected by the Company in completion of or in connection with a Public Offering. In case of late payment, the Company is liable to pay 18% late interest fee. The accumulated interest payable, along with the late payment interest is accrued in accrued expenses (see Note 6).

As of the printing of this ~~filing~~document, the US$1.1 million in face value of debentures ~~was purchased by a fund operating under the SBIC, which~~ has ~~since~~ been put into receivership with the U.S. SBA. The ~~SBA is expected to execute a forbearance agreement. The remaining US$900,000.00 of face value of the~~ debenture ~~is held by individuals who are considering whether to sign the forbearance agreement. The debenture~~ holders have liens on certain intellectual property of the Company. Because there is significant know how associated with the intellectual property, the involvement of the Company's management team and scientific team is necessary to commercialize the intellectual property. Most recently, the Company received written consent from the SBA to proceed with the forbearance agreement and is awaiting similar approval from the aforementioned individuals. If said individuals elect to not accept the terms of the forbearance agreement as approved by the Company and the SBA, thus keeping the Company in default on its obligations, there is the potential for litigation by the holders of the debentures. The loan is not convertible at 30 September 2013.

RIGHT Loan

On January 31, 2013, the Company entered into a modification of RIGHT loan contract. According to the modification, the total outstanding amount of 225,000 EUR is payable from September 15, 2013 in 15,000 EUR instalments. As a result of the modification 60.000 EUR is reclassified to long term liabilities.

The loan bears 3% annual interest.

NOTE 12 - OTHER EXPENSES

Other expenses include the ~~change in~~revaluation ~~the value~~ of ~~the~~ liability for warrants for Bluestar Consulting in the amount of $~~608~~3,~~540~~978.

During the third quarter of 2013, the Company sold one of its fixed assets at a loss of $162,187.

NOTE 13 - SUBSEQUENT EVENTS

~~On October 15, 2013, the Company sold 1,000,000 shares of its common stock for aggregate proceeds of $80,000 to one unaffiliated private investor in a Regulation D offering~~None.

OnNOTE ~~October~~14 ~~30, 2013, the Company sold 250,000 shares of its Series C Preferred Stock for aggregate proceeds of $75,000 dollars to one unaffiliated private investor in a Regulation D offering.~~- CONTINGENCIES

The ~~wholly~~Company’s wholly-owned subsidiary, ~~Genetic~~ ~~Immunity~~Genetic ~~(GI)~~Immunity, has initiated a ~~law~~lawsuit ~~suit~~ against the National Development Agency of Hungary. In 2009, GIGenetic ~~successfully~~Immunity successfully applied for and won an 800 million Hungarian forint (approximately $4,000,000) research grant to conduct dust mite allergy vaccine research. Subsequently, the agency refused to sign the grant and denied payment of funds. The ~~Company~~company ~~sued~~initiated a lawsuit to ~~have~~request that the court reinstate the contract that resulted in a grant award. AnOn ~~appeals court decision on~~ February 13, 2013, an appeals court ruled that the court could not reinstate the contract between Genetic Immunity and the National Development Agency as the contract has been validly in existence since its original ~~signing~~execution in 2009. As such GIGenetic Immunity was ordered to pay 52,500,000 HUF (approximately $250,000) in ~~law~~lawsuit ~~suit~~ costs. AtHowever, ~~the~~simultaneously, ~~same time~~ the judgment ~~also clearly~~ stated that the ~~since the original grant contract is valid the~~ company is entitled to receive the original grant amount, interest payment and/or damages since the original grant contract is valid. On February 18, 2013, the Company filed a new petition to have the courts establish the damages and awards that Genetic Immunity can receive based on the appeals court’s ruling. The ~~first~~Company ~~hearing~~is ~~was~~currently ~~held~~seeking ~~on May 2nd~~4,800,000,000 ~~followed~~HUF by(approximately a$20 ~~hearing~~million) onfor ~~July~~damages ~~2nd~~sustained.~~and~~ ~~July~~On ~~10th~~November ~~and~~18, ~~then~~2013, ~~on September 10th. On~~ the Company ~~November~~has ~~8th~~entered ~~hearing~~into ~~the~~a ~~new~~six ~~Chief~~month ~~Executive~~suspension of ~~Genetic~~said ~~Immunity~~lawsuit, ~~Kft~~as ~~notified~~agreed ~~the~~with ~~court that~~ the ~~legal~~government, ~~counsel~~ in ~~charge~~hopes of ~~the~~negotiating ~~trial~~an ~~has~~out of ~~been~~court ~~dismissed~~settlement. ~~immediately~~After ~~with~~the ~~prejudice.~~lapse ~~The~~of ~~company~~our ~~was~~six ~~ordered~~month tosuspension ~~appoint~~we aonce ~~new~~again ~~legal~~resumed ~~counsel~~the ~~within 15~~trial ~~days.~~as ~~The~~the Company iscould ~~working~~not onarrive at an out of court ~~settelement~~settlement. ofThe ~~this~~Company currently awaits a court date for the trial ~~and~~to ~~anticipate~~continue, ~~completion~~but in the mean time is still working towards an out of ~~such~~court ~~before~~settlement and the ~~end~~closing of ~~2013~~ this law suite.

3440

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

This quarterly report on Form 10-Q and other reports filed by Power of the Dream Ventures, Inc. (the “Company”) from time to time with the SEC contain or may contain forward-looking statements and information that are (collectively, the “Filings”) based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2012~~2013, filed with the SEC, relating to the Company’s industry, the Company’s operations and results of operations, and any businesses that the Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

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

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

OVERVIEW

We currently focus on enabling the operations of our wholly-owned subsidiary, Genetic Immunity, a Phase III clinical-stage biotechnology company focused on the discovery, development and commercialization of a new class of immunotherapeutic biologics ("Immune Therapies" or "Therapeutic Vaccines") for the treatment of chronic viral infections, cancer and allergy. Our Immune Therapies are designed to intensify or boost specific immune responses to modify or control these presently incurable diseases.

Plan of Operation

The Company is one of Hungary’s leading technology holding companies. We identify, invest in and acquire technologies originating in Hungary we deem to be internationally marketable. We currently hold equity interest in iGlue, Inc. a U.S. public company. Through our wholly owned subsidiary, Genetic Immunity, a biotechnology company we acquired in October of 2012, we now focus on the commercialization tasks related to Genetic Immunity’s lead product candidate DermaVir, a therapeutic HIV vaccine.

We are looking to generate revenue through the sale of Genetic Immunity’s Therapeutic Vaccines upon U.S., European and global marketing approvals, and through the sale of our equity interest in iGlue, Inc.

35We believe we can raise sufficient additional financing through the sale of our common stock to allow us to continue operations and execute our business plan in the next 12 months. Should the need arise, we plan to raise additional funds, both from U.S. and international investors. We believe that through the acquisition of Genetic Immunity and the company’s lead product candidate DermaVir, we will be in a position to start generating revenue in 2015. We believe that our ownership of one of the world’s first, clinically proven, therapeutic HIV vaccines will prove attractive to both private and institutional investors, making fundraising a less strenuous process than before.

We believe we can raise sufficient additional financing through the sale of our common stock to allow us to continue operations and execute our business plan in the next 12 months. Should the need arise, we plan to raise additional funds, both from U.S. and international investors. We believe that through the acquisition of Genetic Immunity and the company’s lead product candidate DermaVir, we will be in a position to start generating revenue in 2014. We believe that our ownership of one of the world’s first, clinically proven, therapeutic HIV vaccine will prove attractive to both private and institutional investors, making fundraising a less strenuous process than before.41

If necessary, we intend to raise additional capital in a manner that is the least dilutive to our shareholders yet at the same time serves our development, commercialization and operating needs. We anticipate one round of fundraising in ~~2013~~2014 as we move closer to commercializing DermaVir. By the end of ~~2013~~2014, we plan ~~on initiating steps~~ to seek conditional marketing approval for DermaVir in the European Union. At the same time we are currently working on submitting all required documentation to the US Food and Drug Administration to receive guidance on US approval.

Even though we believe our public status will allow us to raise additional capital, if needed, no assurance can be given that we can in fact obtain additional working capital, or if obtained, that such funding will not cause substantial dilution to shareholders of the Company. If we are unable to raise additional funds, we may be forced to change or delay our contemplated marketing and business plan.

To the end of 2014 we anticipate spending approximately $2,000,000 on DermaVir’s regulatory approval, commercialization and general administrative expenses. We believe these funds will become available to us from proceeds obtained from our lawsuit against the Hungarian Development Agency and from the sale of our common or preferred stok, if necessary.

Upon regulatory approval of DermaVir, we anticipate making substantial equipment purchases to expand ~~our~~ GMP manufacturing ~~faculty~~ and to increase our work force to fully implement ~~commercialization~~ commercialization tasks.

If we are unable to raise additional financing there is substantial doubt about our ability to continue as a going concern. The condensed consolidated financial statements included elsewhere in this prospectus do not include any adjustments relating to the recoverability of recorded asset amounts that might be necessary as a result of the above uncertainty.

Results of Operations

For the Three Months Ended ~~September~~ June 30, ~~2013~~ 2014 Compared to the Three Months Ended ~~September~~June 30, ~~2012~~2013:

	For the Three Months Ended September 30,						Increase/
	For the Three Months Ended June 30,						Increase/
	2013			2012			Decrease
	2014			2013			Decrease
Net sales	$	—-			—-			—-
Gross profit	$	—-			—-			—-
General and administrative expenses	$	~~182~~198,~~464~~502			~~276~~347,~~072~~591			(93149,~~608~~089)	)
Profit (Loss) from operations	$	(~~489~~76,~~667~~703)	)		(~~323~~525,~~079~~623)	)		~~166~~448,~~588~~920
Interest Expenses and Exchange Gains	$	(92158,~~189~~478)	)		(892,~~879~~280)	)		83(66,~~310~~198)
Net profit (loss)	$	(~~542~~235,~~082~~181)	)		(~~331~~617,~~976~~903)	)		~~210~~382,~~106~~722

Revenue

For the three months ended ~~September~~ June 30, 2014 ~~2013~~ and ~~2012~~2013, the Company had no revenues.

General, selling and administrative expenses

For the three months ended ~~September~~ June 30, ~~2013~~ 2014, general, selling and administrative expenses were $~~182~~198,~~464~~502 as compared to $~~276~~347,~~072~~591 for the three months ended ~~September~~ June 30, ~~2012~~2013. The decrease in general, selling and administrative expenses is attributable to ~~Genetic~~decrease ~~Immunity~~in ~~acquisition~~the administration expenses of Genetic Immunity.

Loss from Operations

36Loss from operations for the three months ended June 30, 2014 and 2013 was $76,703 and $525,623, respectively. The primary decrease in loss from operations is attributable to the decrease of general administration expenses and personnel expenses and to the income from the reversal of the warrant liability.

Loss from operations for the three months ended September 30, 2013 and 2012 was $489,667 and $323,079, respectively. The primary decrease in loss from operations is attributable to the increase of general administration expenses and personnel expenses.

Non-operating expenses

$39,774 is recorded as an income from the reversal of the warrant liability.

Net Profit (Loss)

The net loss for the three months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013 was $~~542~~235,~~082~~181 and $~~331~~617,~~976~~903, respectively.

For the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2013~~ 2014 Compared to the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2012~~2013:

	For the Nine Months Ended September 30,						Increase/
	For the Six Months Ended June 30,						Increase/
	2013			2012			Decrease
	2014			2013			Decrease
Net sales	$	—-			—-			—-
Gross profit	$	—-			—-			—-
General and administrative expenses	$	~~685~~395,~~522~~612			~~487~~503,~~877~~058			~~197~~107,~~645~~446
Profit (Loss) from operations	$	(1499,~~364,725~~885)	)		(~~628~~306,~~687~~292)	)		~~736~~(193,~~038~~593)
Interest Expenses and Exchange Gains	$	(~~276~~246,~~089~~011)	)		(25183,~~061~~900)	)		~~251~~(62,~~028~~111)
Net profit (loss)	$	(1745,~~032,274~~896)	)		(~~653~~490,~~748~~192)	)		~~378~~(255,~~526~~704)

Revenue

For the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~ 2014 and ~~2012~~2013, the Company had no revenues.

General, selling and administrative expenses

For the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014, general, selling and administrative expenses were $~~685~~395,~~522~~612 as compared to $~~487~~503,~~877~~058 for the ~~nine~~six months ended ~~September~~ June 30, ~~2012~~2013. The decrease ~~increase~~ in general, selling and administrative expenses is attributable to ~~Genetic~~decrease ~~Immunity~~in ~~acquisition~~the administration expenses of Genetic Immunity..

Loss from Operations

Loss from operations for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013 was $1499,~~364,725~~885 and $~~628~~306,~~687~~292, respectively. The primary decrease in loss from operations is attributable to the ~~increase~~decrease of general administration ~~expnses~~expenses and personnel expenses and to the income from the reversal of the warrant liability.

Non-operating expenses

$608,540 is recorded as an income from the reveresal of the warrant liability.

Net Profit (Loss)

37The net loss for the six months ended June 30, 2014 and 2013 was $745,896 and $490,192, respectively.

~~The net loss for the nine months ended September 30, 2013 and 2012 was $1,032,274 and $653,748, respectively.~~43

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at ~~September~~June 30, ~~2013~~2014, compared to December 31, ~~2012~~2013:

September 30, 2013

December 31, 2012

Increase/Decrease

June 30, 2014

December 31, 2013

Increase/Decrease

Current Assets

~~412~~230,~~384~~576

~~419~~262,~~974~~992

(732,~~590~~416)

)

Current Liabilities

78,~~845~~430,~~198~~471

78,~~761~~240,~~171~~680

~~(84~~189,~~027~~791

)

Working Capital (Deficit)

(78,~~432~~199,~~814~~895)

)

(7,~~341~~977,~~197~~688)

)

(91222,~~617~~207)

)

At ~~September~~June 30, ~~2013~~2014, we had a working capital deficit of $78,~~432~~199,~~814~~895, as compared to a working capital deficit of $7,~~341~~977,~~197~~688, at December 31, ~~2012~~2013, a ~~decrease~~increase of $91222,~~617~~207. The ~~increase~~decrease in the working capital deficit is primarly attributable to higher accounts payable, ~~partially~~mainly ~~offset~~due byto ainterest ~~reduction of the warrant liability~~accruals.

Net cash used in operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013, was $~~244~~480,~~939~~553 and $~~176~~87,~~156~~310 respectively. ~~The Company’s cash used in operations increase is primarily due to the increased cost of the Company’s new segment, Genetic Immunity.~~

Equity position in iGlue, Inc.

We currently own a minority stake in iGlue, Inc. (“iGlue”), a development stage internet search and content organizer software company trading on the OTCQB exchange in the United States. We financed iGlue’s development efforts from August 2, 2007 (date of inception) to November 3, 2011 when iGlue went public. We still hold 2,884,986 shares of iGlue’s common stock and warrants to purchase a total of three million addition shares. The market value of our iGlue common stock at ~~September~~June 30, ~~2013~~2014 was $85,~~366~~769,~~459~~972, book value of the investment is $0.

Description of our Business and Properties

Through our Vidatech subsidiary, we provide pro-active support for idea, research, start-up and expansion-stage technology companies having rights to technologies or intellectual properties which we believe to be potentially commercially viable, by offering a range of services designed to encourage and protect the continuing development and eventual commercialization of those technologies.

Our focus will be on technologies and technology companies based in the Republic of Hungary. We believe that the availability of technologies for purchase or license, coupled with the lack of sufficient investment capital for such technologies in Hungary, present us with an opportunity to acquire technologies on terms and conditions that we deem advantageous

Our strategy is to acquire majority interests in technologies through, among other things, direct investment in start-up and expansion stage technologies and technology companies; cooperative research and development agreements with such companies; direct licensing agreements; joint venture arrangements; or, direct acquisition of technologies and intellectual properties.

We also intend to provide services to assist in:

- The design of, research of, building of and testing of prototypes;

- facilitation of preparation of filing and prosecution of patent applications with Hungarian patent attorneys;

- business structuring;

- financing of research and development activities;

- the exposure of the technology to international markets; and

- the commercialization and/or sale of the subject technology.

We expect to obtain a majority participation interest in any given transaction involving idea, research, seed, start-up, early stage, technologies.

Genetic Immunity

Through our wholly-owned subsidiary, Genetic Immunity, a Phase III clinical-stage biotechnology company, we focus on developing, regulatory approval subsequent commercialisation of a new class of immunotherapeutic biologics ("Immune Therapies") for the treatment of chronic viral infections, cancer and allergy. Our Immune Therapies are designed to intensify or boost specific immune responses to modify or control these presently incurable diseases. We focus on completing clinical trial programs as needed and on commercialization tasks related to the Company’s lead product candidate DermaVir therapeutic HIV vaccine.

As part of this process we are looking to submit a Conditional Marketing Approval request to the European Medicines Agency by the end of ~~2013~~2014. orSimultaneously ~~early~~with ~~2014~~this submission we are also working on providing the US Food and Drug Administration with all our our clinical trial data in order to receive guidance from the agency on marketing approval pathway.

Going Concern and Management’s Plan

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern and assume realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses from operations since inception. Management anticipates incurring additional losses in ~~2013~~2014. Further, the Company may incur additional losses thereafter, depending on its ability to generate revenues from the licensing or sale of its technologies and products, or to enter into any or a sufficient number of joint ventures. The Company has minimal revenue to date. There is no assurance that the Company can successfully commercialize any of its technologies and products and realize any revenues therefrom. The Company’s technologies and products have never been utilized on a large-scale commercial basis and there is no assurance that any of its technologies or products will receive market acceptance. There is no assurance that the Company can continue to identify and acquire new technologies.

Since inception through ~~September~~June 30, ~~2013~~2014, ~~the~~ the Company had an accumulated deficit of $1213,~~055~~764,~~132~~235 and net cash used in operations of $23,~~772~~074,~~524~~863.

Management believes the Company ~~can raise adequate~~has adequate capital to keep the Company functioning through ~~September~~June 30, ~~2014~~2015. As discussed in contingencies, ~~however~~the ~~currently~~Company ~~there~~anticipates receiving funds from the Hungarian state pursuant to the lawsuit it has filed to recover the awards granted to the Company plus damages. Also, additional fund raisings are noin ~~specific~~progress. ~~financing~~However, ~~arrangements~~the Company cannot guarantee that any amount from the lawsuit will be recoverable nor that any fund raising activities will be successful. The need may arise, in ~~place~~the normal course of business, to raise additional capital if we want to accelerate development work, for the acquisition of additional technologies, or to meet unforeseen financial needs. No assurance can be given that the Company can obtain additional working capital, or if obtained, that such funding will not cause substantial dilution to shareholders of the Company. If the Company is unable to raise additional funds, if needed, it may be forced to change or delay its contemplated marketing and business plan. Being a development stage company, the Company is subject to all the risks inherent in the establishment of a new enterprise and the marketing and manufacturing of a new product, many of which risks are beyond the control of the Company. All of the factors discussed above raise substantial doubt about the Company’s ability to continue as a going concern.

The unaudited condensed consolidated financial statements included in this Form 10-Q do not include any adjustments relating to the recoverability of recorded asset amounts that might be necessary as a result of the above uncertainty.

Other than the recently completed private placement all of our funding to date has been generated from loans from our officers and directors. During the next twelve months we anticipate that we will have sufficient funding to pursue the regulatory pathway needed to achieve marketing or conditional marketing approval(s) for Genetic Immunity’s DermaVir HIV vaccine.

3845

We currently have no other arrangements for financings and can give you no assurance that such financings will be available to us when required or on terms that we deem acceptable or at all.

Critical Accounting Estimates and Policies

This discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements that have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). This preparation requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. US GAAP provides the framework from which to make these estimates, assumption and disclosures. We chose accounting policies within US GAAP that management believes are appropriate to accurately and fairly report our operating results and financial position in a consistent manner. Our management regularly assesses these policies in light of current and forecasted economic conditions. Accounting policies that our management believes to be critical to understanding the results of our operations and the effect of the more significant judgments and estimates used in the preparation of the condensed consolidated financial statements are as those described in the Company’s Current Report on Form 8-K filed with the SEC on April 16, 2007 for the year ended December 31, 2006 and as amended on August 30, 2007, and as follows.

Research and Development:

In accordance with ASC 730-10-25, "Accounting for Research and Development Costs," all research and development ("R&D") costs are expensed when they are incurred, unless they are reimbursed under specific contracts. Assets used in R&D activity, such as machinery, equipment, facilities and patents that have alternative future use either in R&D activities or otherwise are capitalized. In connection with the investment and advances in subsidiary, associate or other entity where repayment from such subsidiary, associate or entity solely on the results of the research and development having future economic benefit, the investment and advance is accounted for as costs incurred by the Company as research and development in accordance with ASC 730-20-25 "Research and Development Arrangements."

Share-Based Payment:

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

Inflation and Foreign Currency

We maintain our books in local currency: US Dollars for the parent holding company and Gentic Immunity, Inc. in the United States of America and Hungarian Forint for Vidatech and Genetic Immunity, Kft. in Hungary.

Our operations are conducted primary outside of the United States through our wholly owned subsidiary. As a result, fluctuations in currency exchange rates may significantly affect our sales, profitability and financial position when the foreign currencies, primarily the Hungarian Forint, of its international operations are translated into U.S. dollars for financial reporting. In additional, we are also subject to currency fluctuation risk with respect to certain foreign currency denominated receivables and payables.

Although we cannot predict the extent to which currency fluctuations may or will affect our business and financial position, there is a risk that such fluctuations will have an adverse impact on our sales, profits and financial position. Because differing portions of our revenues and costs are denominated in foreign currency, movements could impact our margins by, for example, decreasing our foreign revenues when the dollar strengthens and not correspondingly decreasing our expenses. We do not currently hedge our currency exposure. In the future, we may engage in hedging transactions to mitigate foreign exchange risk.

The translation of our subsidiary’s Forint denominated balance sheets into U.S. dollars, as of ~~September~~June 30, ~~2013~~2014, has been affected by the weakening of the U.S. dollar against the Hungarian Forint from ~~221~~215.267 HUF/USD as of December 31, ~~2012~~2013, to ~~220~~226.6797 HUF/USD as of ~~September~~June 30, ~~2013~~2014, an approximate ~~0.3~~5% ~~decrease~~ decrease in value. The average Hungarian Forint/U.S. dollar exchange rates used for the translation of the subsidiaries’ forint denominated statements of operations into U.S. dollars, for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013 were ~~226~~225.35 21 and ~~224~~225.2115, respectively.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s PEO and PFO concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s PEO and PFO, as appropriate, to allow timely decisions regarding required disclosure. Management concluded that our disclosure controls are not effective due to the internal control weaknesses described in our ~~Annual Report on~~ Form 10-~~kKthat~~k that still exist as of ~~September~~June 30, ~~2013~~2014, the period covered by this Form 10-Q.

(b) Changes in Internal Controls

There have been no changes in the Company’s internal control over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Other than the matters previously disclosed, we are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013, filed with the SEC on April 1514, ~~2013~~2014.

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

OnThere ~~September~~were ~~25, 2013,~~no ~~pursuant~~unregistered tosales ~~a private placement under Regulation S~~ of the ~~Securities~~Company’s equity ~~Act~~securities ofduring ~~1933, as amended,~~ the ~~Company~~quarter ~~sold~~ended aJune ~~total of~~30, ~~650~~2014,~~000~~ ~~shares~~other ofthan ~~its~~those ~~Series~~previously Creported ~~Preferred~~in ~~Stock~~a toCurrent ~~two~~Report ~~unaffiliated~~on ~~private~~Form ~~investors for aggregate proceeds of $195,000~~8-K.

Item 3. Defaults Upon Senior Securities.

There were no defaults upon senior securities during the quarter ended ~~September~~June 30, ~~2013~~2014.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

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

4148

Item 6. Exhibits.

Exhibit No.		Description
31.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS		XBRL Instance Document **
101.SCH		XBRL Taxonomy Extension Schema **
101.CAL		XBRL Taxonomy Extension Calculation Linkbase **
101.DEF		XBRL Taxonomy Extension Definition Linkbase **
101.LAB		XBRL Taxonomy Extension Label Linkbase **
101.PRE		XBRL Taxonomy Extension Presentation Linkbase **

* Filed herewith

42** In accordance with Regulation S-T, the XBRL-related information on Exhibit No. 101 to this Quarterly Report on Form 10-Q shall be deemed “furnished” herewith and not “filed.”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused the Report to be signed on its behalf by the undersigned thereunto duly authorized.

	POWER OF THE DREAM VENTURES, INC.
Dated: November 19, 2013
Dated: August 15, 2014
	By:	/s/ Viktor Rozsnyay
		Name:	Viktor Rozsnyay
		Title:	Principal Executive Officer
Dated: November 19, 2013
Dated: August 15, 2014
	By:	/s/ Ildiko Rozsa
		Name:	Ildiko Rozsa
		Title:	Principal Financial Officer

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