U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended ~~September~~June 30, ~~2013~~2014

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

For the transition period from ____________ to ______________

For the Period Ended June ~~September~~ 30, ~~2013~~2014

Commission file number 000-27727

SAVICORP

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

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

2530 S. Birch Street

Santa Ana, California

92707

(877) 611-7284

(Address of principal executive office)

(Postal Code)

(Issuer's telephone number)

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

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

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

Yes x No ¨

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

Yes ¨ No x

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

Yes ¨ No x Delinquent filers are disclosed herein.

As of June 2224, 2015 there were 6,280,561,383 shares of issuer’s common stock outstanding.

SAVI MEDIA GROUP, INC.

Quarterly Report on Form 10-Q for the

Quarterly Period Ending ~~September~~June 30, ~~2013~~2014

Table of Contents

PART I. FINANCIAL INFORMATION
Item 1. Unaudited Condensed Financial Statements	3
Balance Sheets:
September 30, 2013 and December 31, 2012	3
June 30, 2014 and December 31, 2013	3
Statements of Operations:
For the three months and nine months ended September 30, 2013 and 2012	4
For the three months and six months ended June 30, 2014 and 2013	4
Statement of Stockholders’ Deficit
For the period from December 31, 2011 to September 30, 2013	5
For the period from December 31, 2012 to June 30, 2014	5
Statements of Cash Flows:
For the six months ended September 30, 2013 and 2012	6
For the six months ended June 30, 2014 and 2013	6
Notes to Unaudited Financial Statements	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Controls and Procedures	2625
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	2726
Item 2. Changes in Securities	2827
Item 3. Defaults Upon Senior Securities	2827
Item 4. Submission of Matters to a Vote of Security Holders	2827
Item 5. Other Information	2827
Item 6. Exhibits	2827
SIGNATURES	2928

PART I. - FINANCIAL INFORMATION

Item 1 - Unaudited Condensed Financial Statements

SaviCorp

BALANCE SHEETS

~~September~~ June 30, ~~2013~~2014 and December 31, ~~2012~~2013

	September 30, 2013			December 31, 2012
	June 30, 2014			December 31, 2013
	(unaudited)
ASSETS	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1110,~~563~~040		$	1060,~~839~~612
Accounts Receivable		~~106~~5,~~275~~290			~~261~~6,615
Inventory		54260,~~960~~894			~~100~~51,~~147~~325
Prepaid expenses		~~162~~19,~~833~~333			7618,~~422~~333
Total current assets:		~~335~~295,~~631~~557			~~187~~136,~~669~~885
Long term assets:
Net fixed assets		2017,~~988~~837			1422,~~785~~233
Total assets	$	~~356~~313,~~619~~394		$	~~202~~159,~~454~~118
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Convertible debt, in default	$	511,440		$	~~526~~511,440
Related party convertible debt, in default		204,302			204,302
Notes payable, $10,778 and $10,778 in default		58,378			10,778
Notes payable, net of unamortized discount of $2,269 and $0		82,331			32,600
Notes payable, in default		10,778			10,778
Notes payable, related party, in default		15,000			15,000
Accounts payable and accrued liabilities		2,~~129~~747,~~483~~108			12,~~965~~388,~~634~~059
Related party accounts payable		266,~~153~~332			~~244,945~~–
Accounts payable assumed in recapitalization		159,295			159,295
Settlements payable		1,101,179			1,~~580~~101,~~252~~179
Rescission Liability		~~424~~865,~~115~~407			2784,~~183,544~~809
Derivative liabilities - embedded derivatives		53,~~915~~804,~~566~~878			13,~~198~~848,~~628~~923
Derivative liabilities - warrants		1,~~795~~809,~~053~~767			~~321~~1,~~680~~382,612
Total current liabilities		1211,~~315~~377,~~964~~817			810,~~410~~438,~~498~~997
Long term liabilities:
Total liabilities		11,377,817			10,438,997
Convertible debt, net of unamortized discount of $0 and $67,997		–			36,003
Total liabilities		12,315,964			8,446,501
Commitments and contingencies		–			–
Stockholders' deficit:
Series A convertible preferred stock; $0.001 par value, 10,000,000 shares authorized, 7,663,477 and 5,953,233 issued and outstanding at September 30, 2013 and December 31, 2012, respectively		7,663			5,953
Series A convertible preferred stock; $0.001 par value, 28,000,000 shares authorized, 24,955,143 and 12,963,233 issued and outstanding at June 30, 2014 and December 31, 2013, respectively		24,955			12,963
Series B convertible preferred stock; $0.001 par value, 10,000,000 shares authorized, none issued and outstanding		–			–
Series B convertible preferred stock; $0.001 par value, shares authorized, 56,250 and none issued and outstanding at June 30, 2014 and December 31, 2013, respectively		56			–
Series C convertible preferred stock; $0.001 par value, 10,000,000 shares authorized, 8,755,697 and 4,409,609 issued and outstanding at September 30, 2013 and December 31, 2012, respectively		8,756			4,409
Series C convertible preferred stock; $0.001 par value, 10,000,000 shares authorized, 8,755,697 and 8,755,697 issued and outstanding at June 30, 2014 and December 31, 2013, respectively		8,756			8,756
Common stock: $0.001 par value, 6,000,000,000 shares authorized, 5,971,727,673 and 4,756,016,623 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively		5,971,728			4,756,017
Common stock: $0.001 par value, 6,000,000,000 shares authorized, 5,952,260,962 and 5,970,327,673 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively		5,952,261			5,970,328
Stock payable		1,420,384			1,~~406~~420,~~768~~384
Subscription Receivable		(121,000	)		–
Additional paid-in capital		~~272~~275,~~830~~363,~~271~~811			~~269~~273,~~428~~114,~~248~~451
Accumulated deficit		(~~292~~293,~~186~~833,~~147~~646	)		(~~283~~290,~~845~~806,~~442~~761	)
Total stockholders' deficit		(11,~~959~~064,~~345~~423	)		(810,~~244~~279,~~047~~879	)
Total liabilities and stockholders' deficit	$	~~356~~313,~~619~~394		$	~~202~~159,~~454~~118

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

SaviCorp

STATEMENTS OF OPERATIONS

For the 3 and 96 Months Ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013

(unaudited)

	For the three months ended:						For the ~~nine~~six months ended:
	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012
	June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013
Revenue	$	521,~~406~~075		$	3910,~~183~~437		$	3924,~~414~~616		$	8134,~~229~~008
Cost of Goods Sold		8914,~~327~~250			27289,~~823~~920			~~395~~17,~~736~~505			58306,~~455~~409
Gross Profit (loss)		~~(83~~6,~~921~~825	)		11(279,~~360~~483	)		~~(356~~7,~~322~~111	)		22(272,~~774~~401	)
Operating costs and expenses:
General and administrative expenses	$	~~509~~1,~~777~~538,543		$	~~825~~1,~~280~~938,459		$	32,~~830~~366,~~985~~674		$	43,~~087~~321,~~620~~208
Loss from operations	$	(~~593~~1,~~698~~531,718	)	$	(~~813~~2,~~920~~217,942	)	$	(42,~~187~~359,~~307~~563	)	$	(43,~~064~~593,~~846~~609	)
Other income and (expenses):
Gain/(loss) on debt settlement		–			–			104,669			(928,000	)
Gain on debt settlement		–			104,669			–			104,669
Gain/(loss) on legal settlement		–			–			479,073			(1,580,252	)
Gain on legal settlement		–			–			–			479,075
Change in fair value of financial instruments		4273,~~892,911~~242			3(4,~~834~~876,~~594~~934	)		(6547,~~429,180~~671	)		9(11,~~990~~322,~~731~~091	)
Change in fair value of rescission liability		(~~320~~120,~~399~~897	)		~~(387~~258,~~967~~607	)		1(80,~~759,429~~598	)		~~(491~~2,~~716~~079,826	)
Interest expense		(1721,~~072~~976	)		(2822,~~642~~872	)		(6739,~~389~~053	)		(7450,~~329~~317	)
Total other income and (expenses), net		4130,~~555,440~~369			3(4,~~417~~536,~~985~~530	)		(4667,~~153,398~~322	)		6(8,~~916~~708,~~434~~838	)
Net profit (loss)	$	3,961,742		$	2,604,065		$	(8,340,705	)	$	2,851,588
Net loss	$	(1,401,349	)	$	(6,754,472	)	$	(3,026,885	)	$	(12,302,447	)
Weighted average shares outstanding		5,~~971~~963,~~727~~469,~~669~~753			45,~~514~~750,~~942~~179,~~089~~945			5,~~653~~960,~~983~~928,~~624~~387			45,~~232~~484,~~154~~301,~~449~~566
Weighted average shares outstanding-diluted		75,~~613~~963,~~645~~469,~~069~~753			65,~~541~~750,~~082~~179,~~648~~945			5,~~653~~960,~~983~~928,~~624~~387			65,~~258~~484,~~295~~301,~~008~~566
Net profit (loss) per common share - basic	$	0.00		$	0.00		$	(0.00	)	$	0.00
Net loss per common share - basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Net profit (loss) per common share - diluted	$	0.00		$	0.00		$	(0.00	)	$	0.00
Net loss per common share - diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

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

SaviCorp

STATEMENT OF STOCKHOLDERS' DEFICIT

For the Period From December 31, 2011 to September 30, 2013

																			Additional
	Preferred Stock A						Preferred Stock C						Common Stock						Paid-In			Subscription			Stock			Accumulated
	Shares			Amount			Shares			Amount			Shares			Amount			Capital			Receivable			Payable			Deficit			Total
Balance at December 31, 2011		6,312,733		$	6,313			6,014,942		$	6,015			3,598,834,936		$	3,598,835		$	264,112,848		$	–		$	1,981,768		$	(288,529,219	)	$	(18,823,440	)
Common stock issued in exchange for consulting services and employee compensation		–			–			–			–			414,343,445			414,344			2,826,695			–			–			–			3,241,039
Stock Options issued for consulting services		–			–			–			–			–			–			770			–			–			–			770
Common and preferred stock issued for cash under Regulation D offering		–			–			100,000			100			344,355,238			344,355			327,045			–			–			–			671,500
Conversion of Preferred A to common		(359,500	)		(360	)		–			–			35,950,000			35,950			(35,590	)		–			–			–			–
Conversion of Preferred C to common		–			–			(1,705,333	)		(1,706	)		170,533,000			170,533			(168,827	)		–			–			–			–
Conversion of debt for common		–			–			–			–			142,000,000			142,000			1,813,407			–			–			–			1,955,407
Imputed interest on related party debt		–			–			–			–			–			–			26,900			–			–			–			26,900
Common stock repaid by Company		–			–			–			–			50,000,000			50,000			525,000			–			(575,000	)		–			–
Net income		–			–			–			–			–			–			–			–			–			4,683,776			4,683,776
Balance at December 31, 2012		5,953,233		$	5,953			4,409,609		$	4,409			4,756,016,623		$	4,756,017		$	269,428,248		$	–		$	1,406,768		$	(283,845,442	)	$	(8,244,047	)
Common and preferred stock issued in exchange for consulting services and employee compensation		1,351,667			1,351			60,000			60			749,900,000			749,900			1,189,706			–			–			–			1,941,017
Common and preferred stock issued for cash under Regulation D offering		4,150,000			4,150			4,488,500			4,489			567,652,694			567,652			497,159			(12,000	)		–			–			1,061,450
Conversion of Preferred A to common		(300,000	)		(300	)		–			–			30,000,000			30,000			(29,700	)		–			–			–			–
Conversion of debt for common		–			–			–			–			50,000,000			50,000			131,708			–			–			–			181,708
Stock Options issued with license agreement		–			–			–			–			–			–			1,500,683			–			–			–			1,500,683
Imputed interest on related party debt		–			–			–			–			–			–			13,180			–			–			–			13,180
Stock bought back from investors		–			–			–			–			(2,100,000	)		(2,100	)		(4,900	)		–			–			–			(7,000	)
Net stock received in settlement agreements		–			–			–			–			(12,156,250	)		(12,156	)		(53,475	)		–			–			–			(65,631	)
Common and preferred stock loaned to Company		(3,491,423	)		(3,491	)		(202,412	)		(202	)		(167,585,394	)		(167,585	)		157,662			–			13,616			–			–
Net income		–			–			–			–			–			–			–			–			–			(8,340,705	)		(8,340,705	)
Balance at September 30, 2013 (unaudited)		7,663,477		$	7,663			8,755,697		$	8,756			5,971,727,673		$	5,971,728		$	272,830,271		$	(12,000	)	$	1,420,384		$	(292,186,147	)	$	(11,959,345	)

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

SaviCorp

STATEMENTS OF ~~CASH~~STOCKHOLDERS’ ~~FLOWS~~DEFICIT

For the Period ~~Periods~~from ~~Ended~~December ~~September 30~~31, ~~2013~~2012 ~~and~~to ~~2012~~June 30, 2014

(unaudited)

	For the nine months ended:
																						Additional
	September 30, 2013			September 30, 2012
	Preferred Stock A						Preferred Stock B			Preferred Stock C						Common Stock						Paid-In				Subscription		Stock			Accumulated
Cash flows from operating activities:
	Shares			Amount			Shares	Amount		Shares			Amount			Shares			Amount			Capital				Receivable		Payable			Deficit			Total
Net profit (loss)		(8,340,705	)		2,851,588
Balance at December 31, 2012		5,953,233		$	5,953		–	$	–		4,409,609		$	4,409			4,756,016,619		$	4,756,017		$	269,428,248		$	–		$	1,406,768		$	(283,845,442	)	$	(8,244,047	)
Adjustments to reconcile net profit (loss) to net cash used by operating activities:
Common and preferred stock issued in exchange for consulting services and employee compensation		1,351,667			1,352		–		–		60,000			60			749,900,000			749,900			1,189,705			–			–			–			1,941,017
Compensatory common, preferred stock and warrant issuances		3,441,700			3,165,809
Common and preferred stock issued for cash under Regulation D offering		9,450,000			9,450		–		–		4,488,500			4,489			567,652,694			567,653			786,858			–			–			–			1,368,450
Imputed interest		13,180			19,565
Conversion of Preferred A to common		(300,000	)		(300	)	–		–		–			–			30,000,000			30,000			(29,700	)		–			–			–			–
Interest expense recognized on issuance and through accretion of discount on debt		67,997			1,731
Conversion of debt for common		–			–		–		–		–			–			50,000,000			50,000			131,708			–			–			–			181,708
Change in fair value of derivatives		6,429,180			(9,990,731	)
Stock Options issued with license agreement		–			–		–		–		–			–			–			–			1,500,683			–			–			–			1,500,683
Change in fair value of rescission and legal liability		(2,238,502	)		491,716
Imputed interest on related party debt		–			–		–		–		–			–			–			–			13,261			–			–			–			13,261
(Gain) Loss on extinguishment of debt		(104,669	)		928,000
Stock bought back from investors		–			–		–		–		–			–			(3,500,000	)		(3,500	)		(10,500	)		–			–			–			(14,000	)
Loss on legal settlement		–			1,580,252
Net stock received in settlement agreements		–			–		–		–		–			–			(12,156,250	)		(12,156	)		(53,475	)		–			–			–			(65,631	)
Depreciation expense		4,343			1,737
Common stock repaid by Company		–			–		–		–		–			–			78,414,606			78,414			773,354			–			(851,768	)		–			–
Changes in operating assets and liabilities:
Common and preferred stock loaned to Company		(3,491,423	)		(3,491	)	–		–		(202,412	)		(202	)		(246,000,000	)		(246,000	)		(615,691	)		–			865,384			–			–
Changes in accounts receivable		(106,014	)		(17,960	)
Net income		–			–		–		–		–			–			–			–			–			–			–			(6,961,318	)		(6,961,318	)
Changes in inventory		45,187			47,851
Balance at December 31, 2013		12,963,477		$	12,963		–	$	–		8,755,697		$	8,756			5,970,327,669		$	5,970,328		$	273,114,451		$	–		$	1,420,384		$	(290,806,761	)	$	(10,279,879	)
Changes in pre-paid assets		(86,411	)		(119,898	)
Common stock issued in exchange for consulting services and employee compensation		1,300,000			1,300		50,000		50		–			–			500,000			500			1,604,200			–			–			–			406,050
Changes in related party accounts payable		(242,792	)		(43,510	)
Common and preferred stock issued for cash under Regulation D offering		9,976,666			9,977		6,250		6		–			–			–			–			473,517			(1,000	)		–			–			482,500
Changes in accounts payable and accrued liabilities		160,726			321,105
Conversion of common to Preferred A		700,000			700		–		–		–			–			(70,000,000	)		(70,000	)		69,300			–			–			–			–
Net cash used by operating activities		(956,780	)		(762,745	)
Shares issued with debt		15,000			15		–		–		–			–			–			–			4,335			–			–			–			4,350
Cash flows from investing activities:
Imputed interest on related party debt		–			–		–		–		–			–			–			–			1,880			–			–			–			1,880
Acquisition of equipment		(10,546	)		(16,482	)
Stock issued upon exercise of warrants		–			–		–		–		–			–			71,433,289			71,433			93,128			–			–			–			164,561
Net cash used in investing activities		(10,546	)		(16,482	)
Stock bought back from shareholders		–			–		–		–		–			–			(20,000,000	)		(20,000	)		3,000			–			–			–			(17,000	)
Cash flows from financing activities:
Net loss		–			–		–		–		–			–			–			–			–						–			(3,026,885	)		(3,026,885	)
Proceeds (net payments) from (on) notes payable		(86,400	)		204,000
Balance June 30, 2014 (unaudited)		24,955,143		$	24,955		56,250	$	56		8,755,697		$	8,756			5,952,260,962		$	5,952,261			275,363,811		$	(1,000	)	$	1,420,384			(293,833,646	)	$	(11,064,423	)
Stock purchases		(7,000	)		–
Proceeds from sale of common and preferred stock		1,061,450			574,800
Net cash provided by financing activities		968,050			778,800
Net increase (decrease) in cash and cash equivalents		724			(427	)
Cash and cash equivalents at beginning of year		10,839			427
Cash and cash equivalents at end of period		11,563			–

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

SaviCorp

STATEMENTS OF CASH FLOWS

For the Periods Ended June 30, 2014 and 2013

(unaudited)

	For the six months ended:
	June 30, 2014			June 30, 2013
Cash flows from operating activities:
Net loss	$	(3,026,885	)	$	(12,302,447	)
Adjustments to reconcile net loss to net cash used by operating activities:
Compensatory common, preferred stock and warrant issuances		1,606,050			3,441,700
Imputed interest		1,880			11,717
Interest expense recognized on issuance and
through accretion of discount on debt		2,081			7,810
Change in fair value of derivatives		547,671			11,322,091
Change in fair value of rescission and legal liability		80,598			(2,558,901	)
Gain on extinguishment of debt		–			(104,669	)
Depreciation expense		4,396			2,449
Changes in operating assets and liabilities:
Changes in accounts receivable		1,325			(213,490	)
Changes in inventory		(209,569	)		43,287
Changes in pre-paid assets		(1,000	)		(236,911	)
Changes in related party accounts payable		66,332			(152,162	)
Changes in accounts payable and accrued liabilities		359,049			(11,979	)
Net cash used by operating activities		(568,072	)		(751,505	)

Cash flows from investing activities:
Acquisition of equipment		–			(9,356	)
Net cash used in investing activities		–			(9,356	)

Cash flows from financing activities:
Proceeds(net payments) from(on) notes payable		52,000			(76,400	)
Stock purchases		(17,000	)		(7,000	)
Proceeds from sale of common and preferred stock		482,500			878,450
Net cash provided by financing activities		517,500			795,050

Net increase(decrease) in cash and cash equivalents		(50,572	)		34,189
Cash and cash equivalents at beginning of period		60,612			10,839
Cash and cash equivalents at end of period	$	10,040		$	45,028

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

SAVICORP

NOTES TO FINANCIAL STATEMENTS

For the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2013~~ 2014 and ~~September~~ June 30, ~~2012~~2013 (unaudited)

1.	Organization and Significant Accounting Policies

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

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

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

Significant Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from estimates making it reasonably possible that a change in the estimates could occur in the near term.

Cash and Cash Equivalents

The Company considers all highly liquid short-term investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company had cash equivalents of $1110,~~563~~040 as of ~~September~~June 30, ~~2013~~2014 and $1060,~~839~~612 as of December 31, ~~2012~~2013.

Concentration of Credit Risk

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

Inventory

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

Furniture and Equipment

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

Income Taxes

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

Stock-Based Compensation

The Company adopted FASB guidance on stock based compensation on January 1, 2006. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. Stock and stock options issued for services and compensation totaled $31,~~441~~606,~~700~~ 050 and $3,~~165~~441,~~809~~700 for the periods ended ~~September~~June 30, ~~2013~~2014 and ~~September~~June 30, ~~2012~~2013, respectively.

Valuation of Derivatives

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

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

Profit/Loss Per Share

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

Fair Value of Financial Instruments

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

New Accounting Pronouncements

InReporting July 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-02, “Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of ~~a date before July 27, 2012, if a public entity’s~~Amounts ~~financial~~Reclassified ~~statements~~Out ~~for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption~~ of ~~ASU~~Accumulated ~~2012-02~~Other isComprehensive ~~not expected to have a material impact on our financial position or results of operations.~~Income

In ~~August~~February ~~2012~~2013, the ~~FASB~~Financial ~~issued~~Accounting ~~ASU~~Standards ~~2012-03,~~Board (“~~Technical~~FASB”) ~~Amendments~~issued ~~and~~an ~~Corrections~~accounting tostandards ~~SEC~~update ~~Sections:~~which ~~Amendments~~adds tonew ~~SEC~~disclosure ~~Paragraphs~~requirements ~~Pursuant~~for toitems ~~SEC~~reclassified out ~~Staff~~of ~~Accounting Bulletin~~accumulated ~~(SAB)~~other ~~No.~~comprehensive ~~114~~income. ,The ~~Technical~~update ~~Amendments~~requires ~~Pursuant~~entities to ~~SEC~~disclose ~~Release~~additional ~~No.~~information ~~33-9250~~about reclassification adjustments, ~~and~~including ~~Corrections~~changes ~~Related~~in toaccumulated ~~FASB~~other ~~Accounting Standards~~comprehensive ~~Update~~income ~~2010-22~~balances ~~(SEC~~by ~~Update)”~~component inand ~~Accounting~~significant ~~Standards~~items ~~Update~~reclassified out ~~No.~~of ~~2012-03~~accumulated other comprehensive income. ~~This~~The update ~~amends~~was ~~various~~effective ~~SEC~~for ~~paragraphs pursuant~~the toCompany in the ~~issuance~~first quarter of ~~SAB No~~2013. ~~114.~~ The ~~adoption~~update primarily ofimpacted ~~ASU~~our ~~2012-03~~disclosures isand did not ~~expected to~~ have a material impact on our financial position, or results of operations or cash flows.

InPresentation ~~October~~of ~~2012,~~an ~~the~~Unrecognized ~~FASB~~Tax ~~issued~~Benefit ~~ASU~~When ~~2012-04,~~a ~~“Technical~~Net ~~Corrections~~Operating ~~and~~Loss ~~Improvements”~~Carryforward, ina ~~Accounting~~Similar ~~Standards~~Tax ~~Update~~Loss, ~~No.~~or ~~2012-04. The amendments in this update cover~~ a ~~wide~~Tax ~~range~~Credit ofCarryforward ~~Topics in the Accounting Standards Codification.~~Exists

~~These~~In ~~amendments~~July ~~include~~2013, ~~technical~~the FASB issued an accounting ~~corrections~~standards ~~and~~update ~~improvements~~which requires an entity to ~~the~~present ~~Accounting~~an ~~Standards~~unrecognized ~~Codification~~tax ~~and~~benefit, ~~conforming~~or ~~amendments~~portion ~~related~~thereof, toin ~~fair~~the ~~value~~statement ~~measurements.~~of financial ~~The~~position ~~amendments~~as ina ~~this~~reduction ~~update~~to ~~will~~a bedeferred ~~effective~~tax asset for ~~fiscal~~a ~~periods~~net ~~beginning~~operating ~~after~~loss ~~December~~carryforward 15or a tax credit carryforward, ~~2012~~with certain exceptions related to availability. The ~~adoption~~update was effective in the first quarter of ~~ASU~~2014. ~~2012-04 is~~The ~~not~~update ~~expected~~did tonot have a material impact on ~~our~~the Company’s financial position, or results of operations or cash flows.

In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated Financial Statements.8

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

In June 2014, the FASB issued an accounting standard which provides new guidance that requires share-based compensation to meet a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

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

2.	Going Concern Considerations

The accompanying financial statements ~~have~~ have been prepared assuming that the Company will continue as a going concern. In ~~2013~~2014, the Company had limited operations and resources. At ~~September~~June 30, ~~2013~~2014, the Company is in a negative working capital position of $11,~~980~~082,~~333~~260 and has a stockholders' deficit of $11,~~959~~064,~~345~~423. Additionally, as of ~~September~~June 30, ~~2013~~2014 the Company faced substantial challenges to future success as follows:

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

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

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

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

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

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

3.	Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued ~~Liabilities~~ Liabilities at ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013, consisted of the following:

	September 30, 2013		December 31, 2012
	June 30, 2014		December 31, 2013
Trade accounts payable	$	~~825~~1,~~284~~204,991	$	~~526~~838,~~760~~701
Accrued wages payable		1,~~227~~448,~~093~~336		1,~~230~~289,~~227~~565
Accrued interest expense		7793,~~106~~781		~~208~~259,~~647~~793
	$	2,~~129~~747,~~483~~108	$	12,~~965~~388,~~634~~059

4.	Accounts Payable and Accrued Liabilities – Related Party

The $15,000 amount due at December 31, ~~2012~~ 2013 and ~~September~~June 30, ~~2013~~2014 consist of $10,000 to Serge Monros and $5,000 to Greg Sweeney for payments made on behalf of the Company related to the Herrera Settlement.

5.	Accounts Payable Assumed in Recapitalization

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

6.	Settlement Payable

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

7.	Rescission Liability

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

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

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

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

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

Generally, we believe we have good relationships with our shareholders. Our plan is to offer rescission to most shareholders obtaining privately offered shares from us since January 1, 2007 through 2011. The Company has pledged to use our best efforts, in good faith, to honor any accepted rescission offer. However, there is no assurance that rescission offer acceptances will not have a material effect on our finances or that we will be able to re-pay those electing to rescind in a complete and timely manner. As of the date hereof, the Company has postponed their plans to offer rescission to earlier purchasing shareholders, deeming it advisable to wait until the common stock price increases and they have more operating cash available to pay for the cost of undertaking this endeavor. The Company has booked a liability to account for this rescission liability and marks the liability to market on a quarterly basis. The rescission liability as of September 30, 2013 is $424,115.10

8.	Derivatives

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

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

The following table summarizes the convertible debt and warrant liabilities derivative activity for the period December 31, ~~2011~~2012 to ~~September~~June 30, ~~2013~~2014:

Description	Convertible Notes			Warrant Liabilities			Total
Fair value at December 31, 2011	$	10,189,518		$	6,041,518		$	16,231,036
Change in Fair Value due to Settlement/Issuance		71,024			-			71,024
Change due to Exercise/Conversion		(885,407	)		-			(885,407	)
Change in Fair Value		(8,176,507	)		(5,719,838	)		(13,896,345	)
Fair value at December 31, 2012	$	1,198,628		$	321,680		$	1,520,308
Change due to Exercise/Conversion		(238,869	)		-–			(238,869	)
Change in Fair Value		42,~~955~~889,~~807~~164			1,~~473~~060,~~373~~932			63,~~429~~950,~~180~~096
Fair value at September 30, 2013	$	5,915,566		$	1,795,053		$	7,710,619
Fair value at December 31, 2013	$	3,848,923		$	1,382,612		$	5,231,535
Change due to Exercise/Conversion		–			(164,561	)		(164,561	)
Change in Fair Value		(44,045	)		591,716			547,671
Fair value at June 30, 2014	$	3,804,878		$	1,809,767		$	5,614,645

For the ~~nine~~periods ~~months~~ ended ~~September~~ June 30, ~~2013~~2014 and ~~September~~ June 30, ~~2012~~2013, net derivative ~~gain (~~loss) was $(6547,~~429,180)~~671 and $911,~~990~~322,~~731~~091 respectively.

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

Assumptions	~~September~~June 30, ~~2013~~2014		December 31, ~~2012~~2013
Dividend yield		0.00%		0.00%
Risk-free rate for term		0.04-0.3347%		.1610%-0.2538%
Volatility		~~201~~155%		~~152~~193%
Maturity dates		0.8308-2.41 years		0.057-2.5441 years
Stock Price		0.~~0039~~0024		0.~~0010~~0026

The Cornell warrants issued on July 24, 2011 (initial 25,000,000 warrants with an exercise price of $0.0119 and an expiration date of July 10, 2014 reset to 595,000,000 warrants at $0.0005) had a term remaining of 0.8328 years at ~~September~~June 30, ~~2013~~2014. The exercise price was reset on January 30, 2013 to $0.0003 and the number of warrants increased to 991,666,667. During the period ending June 30, 2014, Cornell exercised 80,362,450 warrants on a cashless basis and were issued 71,433,289 shares. The HDV and DSE convertible notes matured on April 1, 2010 and are in default as of December 31, 2012 and ~~September~~June 30, ~~2013~~2014.

1011

9.	Convertible Debt

DS Enterprises:

On December 15, 2009, the Company ~~converted~~ converted accounts payable due to DS Enterprises, Inc. into a convertible promissory note. The note bears interest at 8%, matured on on April 15, 2010, and converts into common shares at the conversion rate of $0.003 (reset to $0.~~0005~~0003) subject to anti-dilution protection. This note was in default as of ~~September~~June 30, ~~2013~~2014 due to lack of payment upon maturity.

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

Following is an analysis of convertible debt due DS Enterprises at ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013:

	September 30, 2013		December 31, 2012
	June 30, 2014		December 31, 2013
Contractual balance, in default	$	511,440	$	~~526~~511,440
Less unamortized discount		-–		-–
Convertible debt	$	511,440	$	~~526~~511,440

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

During 2012, $62,000 of principal was converted to 62,000,000 shares of common stock. During the period ended September 30, 2013, $15,000 of principal was converted to 50,000,000 shares of common stock.

His Divine Vehicle - Related Party:

On December 15, 2009, the Company ~~converted~~ converted $204,302 of accounts payable due to His Divine Vehicle, Inc. into a convertible promissory note. The note bears interest at 8%, matured on April 15, 2010, and converts into common shares at the conversion rate of $0.003 (reset to $0.~~0005~~0003) subject to anti-dilution protection. This note was in default as of ~~September~~June 30, ~~2013~~2014 due to lack of payment upon maturity.

Following is an analysis of convertible debt - related party at ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013:

	September 30, 2013		December 31, 2012
	June 30, 2014		December 31, 2013
Contractual balance, in default	$	204,302	$	204,302
Less unamortized discount		-–		-–
Convertible debt	$	204,302	$	204,302

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

Steve Botkin:

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

11Following is an analysis of convertible debt due Steve Botkin at June 30, 2014 and December 31, 2013:

Following is an analysis of convertible debt due Steve Botkin at September 30, 2013 and December 31, 2012:

	June 30, 2014		December 31, 2013
Contractual balance	$	–	$	–
Less unamortized discount		–		–
Convertible debt	$	–	$	–

	September 30, 2013		December 31, 2012
Contractual balance	$	-	$	104,000
Less unamortized discount		-		(67,997	)
Convertible debt	$	-	$	36,003

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

10.

Notes Payable

In connection with the Herrera Settlement Agreement, the Company issued promissory notes to former officers who made payments on behalf of the company. The Notes were issued on November 15, 2008, bear interest of 12% and are due in one year from the date of issuance. The total due as of ~~September~~ June 30, ~~2013~~2014 and December 31, ~~2012~~2013 includes $10,778 due to former officers who made payments or waived fees as part of the Herrera Settlement Agreement and the $15,000 due to Mr. Monros and Mr. Sweeney recorded as related party debt to Mr. Monros and Mr. Sweeney.

~~The Company issued Steve Botkin a note payable of $80,000 for accrued and unpaid wages.~~ On ~~February~~March 725, ~~2012~~2014, the Company issued ~~Steve~~Chul Chung ~~Botkin~~a ~~80,000,000~~promissory ~~shares as~~note ~~full~~in ~~consideration~~exchange for ~~the~~$20,000. The note ~~payable.~~matures ~~Based~~ on ~~the~~September ~~market~~25, ~~price~~2014 ofand ~~the~~bears ~~stock~~interest at ~~the~~12% ~~conversion~~per ~~date,~~year. ~~the~~ The Company ~~recorded a~~issued ~~loss on settlement of $928~~15,000. series A ~~settlement~~preferred ~~agreement~~shares ~~was~~as ~~reached~~consideration ~~with~~for ~~Botkin~~the ~~on April 8, 2013 regarding his convertible debt (See Note 9)~~loan. The ~~Company~~shares ~~made~~were avalued ~~cash~~at ~~payment of~~ $364,~~400,~~350 ~~received~~and ~~27,000,000~~are ~~shares of common stock from Botkin, issued~~ a ~~note~~debt ~~payable~~discount toamortized ~~Botkin~~over ~~for~~the ~~$67,600.~~life ~~The~~of ~~note~~the ~~bears no interest~~note.

On April 3, 2014, the Company issued John Fromberg a promissory note in exchange for $25,000. The note has no maturity date and bears interest at 22.9% per year. On June 12, 2014, the Company issued Carole Klove a promissory note in exchange for $20,000. The note matures on June 12, 2015 and bears interest at 12% per year.

A settlement agreement was reached with Botkin on April 8, 2013 with respect to his convertible promissory note (See Note 9). The Company issued a note payable to Botkin for $67,600. The note bears no interest.

11.

Income Taxes

The Company files a U.S. Federal income tax return. The components of the net loss before income tax benefit for the periods ended ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013 are as follows:

	September 30, 2013			December 31, 2012
	June 30, 2014			December 31, 2013
Net income/(loss) before income taxes	$	(83,~~340~~026,~~705~~885	)	$	5(6,~~043~~961,~~921~~318	)

The components of the Company's deferred tax assets at ~~September~~June 30, 2014 ~~2013~~ and December 31, ~~2012~~2013 are as follows:

	September 30, 2013			December 31, 2012
	June 30, 2014			December 31, 2013
Deferred tax assets
Liabilities
Loss carry-forwards	$	4,~~478~~508,~~480~~069		$	34,~~719~~239,~~426~~943
Valuation allowance		(4,~~478~~508,~~480~~069	)		(34,~~719~~239,~~426~~943	)
	$	–		$	–

At ~~September~~June 30, ~~2013~~2014, the Company had generated US net operating loss carry-forwards of approximately $13,~~172~~259,~~001~~027 which will expire in various years between 2013 and 2030. The benefit from utilization of net operating loss carry forwards incurred prior to December 30, 2004 is significantly limited in connection with a change in control of the Company. Such benefit could be subject to further limitations if significant future ownership changes occur in the Company. The Company believes that a significant portion of its unused net operating loss carry forwards will never be utilized due to expiration or limitations on use due to ownership changes.

At ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013, the Company has no uncertain tax positions.

1213

12.	Commitments and Contingencies

Legal Proceedings

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

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

The Company received a letter dated June 7, 2013 with a Civil Complaint titled Arnold Lamarr Weese, et al v. SaviCorp filed in the Northern District of West Virginia. In addition to SaviCorp, Serge Monros and Craig Waldrop are being sued individually. Settlement discussions failed and Plaintiff's counsel began service of Process. The Company and Mr. Monros have hired Shustak and Partners to defend the claim. The defendants sued for breach of contract, fraud, vicarious liability, and unlawful sale by an unregistered broker. The lawsuit attempted to hold the Company and Mr. Monros responsible for alleged improprieties of Waldrop. The Company finalized a negotiated settlement and received court approval on April 7, 2015. As of ~~September~~June 30, ~~2013~~2014, the Company has recorded a $1,101,179 liability based on the settlement agreement. This consists of $100,000 cash payment for legal fees paid over a period of five months and net common shares to be issued of 296,050,421 valued at $1,001,179. The lawsuit has been settled and dismissed on April 7, 2015.

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

Lease Commitments

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

1314

13.	Stockholders' Equity

Common Stock

Following is a description of ~~transactions~~ transactions affecting common stock for the year ended December 31, ~~2012~~2013 and the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014.

Year Ended December 31, ~~2012~~2013

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

In February 2012, the Board of Directors authorized the issuance of 119,500,000 common shares to accredited and non-accredited investors for total proceeds of $248,500. The Company converted $80,000 of debt, $11,000 of convertible debt and $377,382 of derivative liability into 102,000,000 common shares. The Company booked a loss of $928,000 on the conversion.

In March 2012, the Board of Directors authorized the issuance of 37,866,667 common shares to accredited and non-accredited investors for total proceeds of $93,200. The Company converted 20,000 of convertible debt and $539,025 of derivative liability into 40,000,000 common shares. No gain or loss was recorded on the conversion.

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

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

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

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

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

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

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

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

Throughout the year, 359,500 Preferred A shares and 1,705,333 Preferred C shares were converted to 206,483,000 common shares. No gain or loss was recorded on the conversion since the fair value was equivalent.

In March, 2012, the Company repaid 50,000,000 common shares previously borrowed from directors of the Company.

Period Ended September 30, 2013

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

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

14In March 2013, the Board of Directors authorized the issuance of 48,127,694 common shares to accredited and non-accredited investors for total proceeds of $40,100.

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

In April 2013, the Board of Directors authorized the issuance of 340,000,000 common shares to accredited and non-accredited investors for total proceeds of $322,500.

In April 2013, 27,000,000 common shares were returned in the Botkin Settlement. These shares were valued based on the common stock price on the date of settlement totaling $116,100. The Company booked a $137,325 gain on settlement of this debt based on the common stock price and the fair value of the derivative liability on the date of settlement.

In May 2013, the Board of Directors authorized the issuance of 36,400,000 common shares to accredited and non-accredited investors for total proceeds of $18,500.

In May 2013, 14,843,750 common shares were issued in the Bingham settlement. These shares were valued based on the common stock price on the date of settlement. The Company recorded a loss on settlement of $32,656.

In June 2013, the Board of Directors ~~authorized~~ authorized the issuance of 50,000,000 common shares to accredited investors in exchange for $15,000 of convertible debt and the related $166,708 derivative liability. The Company recorded no gain or loss on the transaction as the conversion was within the terms of the convertible ~~debt~~ note.

Throughout the ~~period~~year, the Board of Directors also authorized the issuance of 749,900,000 common shares for services rendered by independent contractors. The issuances ~~were~~ were valued based on the closing market value of the stock on the date of ~~the~~grant ~~respective agreements~~ totaling $1,231,300.

Throughout the ~~period~~year, 300,000 Preferred A shares were converted to 30,000,000 common shares. There was no gain or loss on this transaction.

Throughout the ~~period~~year, 23,~~100~~500,000 common shares were bought back for $714,000.

Throughout the ~~period~~year, 246,000,000 common shares were loaned to the company and 78,414,606 common shares were issued to repay stock payable.

Period Ended June 30, 2014

In March 2014, 71,433,289 shares were issued upon the cashless exercise of 80,362,450 warrants.

Throughout the period, the Board of Directors also authorized the issuance of 500,000 common shares for services rendered by independent contractors. These issuances were valued based on the closing market value of the stock on the date of grant totaling $1,050.

Throughout the year, 20,000,000 common shares were bought back for $17,000.

Throughout the period, 70,000,000 common shares were converted to 700,000 Preferred A shares. Since the market values of the two instruments were the same, there was no gain or loss on this transaction.

Stock Options

Gene-Cell, Inc., the company, used in the recapitalization (See Note 1) periodically issued incentive stock options to key employees, officers, and directors to provide additional incentives to promote the success of the Company's business and to enhance the ability to attract and retain the services of qualified persons. The Board of Directors approved the issuance of all stock options. The exercise price of an option granted was determined by the fair market value of the stock on the date of grant. Reverse stock splits by the Company resulted in the reduction of outstanding options to less than 85 shares with exercise prices that are so high that the exercise of the options will never be practical. Expiration dates ranged from March, 2012 through July, 2012. There are no stock options outstanding as of ~~September~~June 30, ~~2013~~2014.

Incentive Stock Plan

During the year ended December 31, 2005 the 2005 Incentive Stock Plan was adopted by the Company’s Board of Directors and approved by the stockholders in August 2005. The 2005 Plan provides for the issuance of up to 25,000,000 shares and/or options. The primary purpose of the 2005 Incentive Stock Plan is to attract and retain the best available personnel for us in order to promote the success of our business and to facilitate the ownership of our stock by employees. The 2005 Incentive Stock Plan is administered by our Board of Directors. Under the 2005 Incentive Stock Plan, key employees, officers, directors and consultants are entitled to receive awards. The 2005 Incentive Stock Plan permits the granting of incentive stock options, non-qualified stock options and shares of common stock with the purchase price, vesting and expiration terms set by the Board of Directors. No options have been issued under the Plan as of ~~September~~ June 30, ~~2013~~2014.

Stock Warrants

In connection with the a repayment agreement, we agreed to issue to YA Global warrants to purchase an aggregate of 25,000,000 shares of common stock, exercisable for a period of three years at an exercise price of $0.0119. The warrants issued to YA Global provide for certain anti-dilution protection in the event that (i) we issue shares of our common stock for a purchase price below the exercise price of the various warrants or in the event we issue options or other convertible securities with a conversion price below the exercise price, (ii) we effectuate a stock split, stock dividend or other form of recapitalization, or (iii) we declare a dividend payment to the holders of our common stock. The exercise price was reset on August 8, 2011 to $0.0005 and the number of warrants increased to 595,000,000. The exercise price was reset on January 30, 2013 to $0.0003 and the number of warrants increased to 991,666,667. In March, 2014, the holder exercised 80,362,450 warrants on a cashless basis and were issued 71,433,289 shares of common stock. This relieved $164,561 of derivative liability associated with the warrants that were exercised.

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

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

As of ~~September~~June 30, ~~2013~~2014 the following warrants remain outstanding:

				Remaining
Number of		Exercise		Life
Warrants		Price		Years
	991,666,667	$	0.0003	0.83
	911,304,217	$	0.0003	0.04
	5,000,000		0.0100	10.5884
	666,667		0.0150	10.0126
	997,333,334	$	0.0004
	916,970,884	$	0.0004

Preferred Stock

During the year ended December 31, 2005, the Company set preferences for its Series A, B and C preferred stock. The Company is authorized to issue 40,000,000 shares of preferred stock, $0.001 par value per share. At December 31, ~~2011~~2012 the Company had 65,~~312~~953,~~733~~233 shares of series A preferred stock issued and outstanding and 64,~~014~~409,~~942~~609 shares of series C preferred stock issued and outstanding. The Company’s preferred stock may be issued in series, and shall have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issuance of such stock adopted from time to time by the board of directors.

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

The series B preferred stock provides for conversion on the basis of 10,000 shares of common stock for each share of preferred stock converted, with conversion at the option of the holder or mandatory conversion upon restructure of the common stock and holders of the series A preferred stock vote their shares on an as-converted basis. Holders of the series B preferred stock participates on distribution and liquidation on an equal basis with the holders of common stock.16

~~Following~~The isseries aB ~~description~~preferred ofstock provides for conversion ~~transactions~~on ~~affecting~~the ~~preferred~~basis of 10,000 shares of common stock for ~~the~~each ~~year~~share ~~ended~~of ~~December~~preferred 31stock converted, ~~2012~~with conversion at the option of the holder or mandatory conversion upon restructure of the common stock and holders of the ~~nine~~Series ~~months~~A ~~ended~~preferred ~~September~~stock ~~30,~~vote ~~2013~~their shares on an as-converted basis. Holders of the Series B preferred stock participates on distribution and liquidation on an equal basis with the holders of common stock.

~~Year~~Following ~~Ended~~is a description of transactions affecting preferred stock for the year ended December 31, ~~2012~~2013 and the six months ended June 30, 2014.

InYear ~~June~~Ended ~~2012,~~December ~~the Board of Directors authorized the issuance of 100~~31,~~000~~ ~~Preferred C shares to accredited and non-accredited investors for total proceeds of $10,000.~~2013

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

Period Ended September 30, 2013

In January 2013, the Board of Directors authorized the issuance of 1,000,000 Preferred A shares to accredited and non-accredited investors for total proceeds of $40,000.

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

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

In May 2013, the Board of Directors authorized the issuance of 3,388,500 Preferred C shares to accredited and non-accredited investors for total proceeds of $338,850.

In July 2013, the Board of Directors authorized the issuance of 200,000 Preferred C shares to accredited and non-accredited investors for total proceeds of $10,000.

In August 2013, the Board of Directors authorized the issuance of 900,000 Preferred A shares to accredited and non-accredited investors for total proceeds of $47,500.

In September 2013, the Board of Directors authorized the issuance of 2,250,000 Preferred A shares to accredited and non-accredited investors for total proceeds of $137,500.

~~Throughout~~In ~~the~~October ~~period~~2013, ~~300,000 Preferred~~the ABoard ~~shares~~of ~~were~~Directors ~~converted~~authorized the toissuance 30of 2,~~000~~100,000 ~~common~~Preferred A shares. ~~There~~to ~~was~~accredited noand ~~gain~~non-accredited orinvestors ~~loss~~for ontotal ~~this~~proceeds ~~transaction~~of $110,000.

~~Throughout~~In ~~the~~November ~~period~~2013, the Board of Directors ~~also~~ authorized the issuance of 13,~~351~~200,~~667~~000 Preferred A shares ~~and~~to ~~60,000~~accredited ~~Preferred~~and Cnon-accredited ~~shares~~investors for ~~services~~ ~~rendered~~total byproceeds ~~independent contractors. The issuances were valued based on the closing market value~~ of ~~the stock on the date of grant totaling~~ $~~709~~185,~~717~~000.

Throughout the ~~period~~year, 3300,~~491,423~~ 000 Preferred A shares were ~~and~~converted ~~202~~to 30,~~412~~000,000 ~~Preferred~~common C shares. ~~were~~There ~~loaned~~was tono ~~the~~gain ~~company~~or loss on this transaction.

Throughout the year, the Board of Directors also authorized the issuance of 1,351,667 Preferred A shares and 60,000 Preferred C shares for services rendered by independent contractors. These issuances were valued based on the market value of the stock totaling $709,717.

Throughout the year, 3,491,423 Preferred A shares and 202,412 Preferred C shares were loaned to the company.

Period Ended June 30, 2014

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

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

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

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

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

In June 2014, the Board of Directors authorized the issuance of 6,667 Preferred A shares to accredited and non-accredited investors for a subscription receivable of $1,000.

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

Throughout the period, 15,000 Preferred A shares, valued at $4,350 were issued to lenders as consideration for issuing debt to the Company. The shares were valued based on the closing market price on the date of the grant. The $4,350 is a discount to the note payable and is amortized over the life of the note.

Throughout the period, the Board of Directors also authorized the issuance of 1,300,000 Preferred A shares and 50,000 Preferred B shares for services rendered by independent contractors. These issuances were valued based on the closing market value of the stock on the respective dates of grant totaling $1,606,050.

Potentially Dilutive Equity Instruments

An analysis of potentially dilutive ~~equity~~ equity instruments at ~~September~~June 30, ~~2013~~2014

Series A Preferred Stock convertible to common stock on a 100 for 1 basis			~~766~~2,~~347~~495,~~700~~514,300
Series B Preferred Stock convertible to common stock on a 10,000 for 1 basis			562,500,000
Series C Preferred Stock convertible to common stock on a 100 for 1 basis			875,569,700
Total			13,~~641~~933,~~917~~583,~~400~~000

Other Equity Transactions

~~Nine~~Six Months Ended ~~September~~June 30, ~~2012~~2013

Interest was imputed on non-interest ~~bearing~~ bearing related party debt in the amount of $1911,~~565~~717 and credited to additional paid in capital.

~~Nine~~Six Months Ended ~~September~~June 30, ~~2013~~2014

Interest was imputed on non-interest ~~bearing~~ bearing related party debt in the amount of $131,~~180~~880 and credited to additional paid in capital.

14.

Related Party Transactions

The Company engaged in various related party transactions involving the issuance of shares of the Company's common stock during the periods ended ~~September~~June 30, ~~2013~~ 2014 and December 31, ~~2012~~2013.

During 2007, 2008, 2009, 2010 and 2011 His Divine Vehicle, Inc. ("HDV") incurred costs on behalf of the Company. At December 31, ~~2012~~2013, the Company owed ~~HDV $244,956 and~~ Serge Monros $~~570~~767,~~367~~067 in accrued wages. At ~~December~~June 3130, ~~2012~~2014, the Company owed ~~HDV $244,956 and~~ Serge Monros $~~570~~858,~~367~~313 in accrued wages. Atand ~~September 30, 2013, the Company owed~~ HDV $266,~~153 and Serge Monros $710,867~~332.

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

On December 15, 2009, the Company ~~converted~~ converted $204,302 of accounts payable due to His Divine Vehicle, Inc. into a convertible promissory note. The note bears interest at 8%, matured on April 15, 2010, and converts into common shares at the conversion rate of $0.003 (reset to $0.0005) subject to anti-dilution protection. The note matured and is currently in default due to lack of payment at maturity. The principal balance at December 31, 2013 and ~~September~~June 30, ~~2013~~2014 is $204,302.

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

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

In March, 2013, the Company entered into a five (5) year Master Distribution Agreement with His Divine Vehicle to sell the DynoValve and DynoValve Pro in various international territories. The consideration for the agreement was guaranteeing a minimum annual volume, payment for the DynoValves acquired and a three percent (3%) royalty payment. The Company is currently in default on this agreement. As part of this agreement, the Company acquires inventory from His Divine Vehicle. The Company acquired $320,995 in inventory during the nine months ended September 30, 2013 and no inventory for the year ended December 31, 2012.18

In March, 2013, the Company entered into a five (5) year Master Distribution Agreement with His Divine Vehicle to sell the DynoValve and DynoValve Pro in various international territories. The consideration for the agreement was guaranteeing a minimum annual volume, payment for the DynoValves acquired and a three percent (3%) royalty payment. The Company is currently in default on this agreement. As part of this agreement, the Company acquires inventory from His Divine Vehicle. The Company acquired $232,594 in inventory during the six months ended June 30, 2014 and $378,930 of inventory for the year ended December 31, 2013.

15.

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

During the periods ended ~~September~~ June 30, ~~2013~~2014 and June ~~September~~ 30, ~~2012~~2013, the Company engaged in various non-cash investing and financing activities as follows:

	2013		2012
	2014		2013
Settlement of Convertible Debt and Derivative Liabilities with common stock	$	~~181~~164,~~708~~561	$	1181,~~027,407~~708
Settlement of Botkin Debt	$	~~125,351~~–	$	-125,351
Conversion of Preferred Stock into Common Stock	$	3070,000	$	~~196~~30,~~483~~000
Bingham Equity Settlement for Accounts Payable	$	50,469	$	-
Stock Issued with Debt	$	4,350	$	–
Preferred Stock Loaned/Common Stock Issued for Stock Payable	$	171,278	$	(575,000	)
Bingham Equity Settlement of Accounts Payable	$	–	$	50,469
Preferred Stock Loaned/Common Stock Issued for Stock Payable	$	–	$	171,278

During the periods ended ~~September~~ June 30, ~~2013~~2014 and June ~~September~~ 30, ~~2012~~2013, the Company made no interest payments and no income tax payments.

16. Fair Value of Financial Instruments.

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

The Company utilizes various types of financing to fund its business needs, including convertible debt with warrants attached. The Company reviews its warrants and conversion features of securities issued as to whether they are freestanding or contain an embedded derivative and, if so, whether they are classified as a liability at each reporting period until the amount is settled and reclassified into equity with changes in fair value recognized in current earnings. At December 31, ~~2012~~2013 and ~~September~~June 30, ~~2013~~2014, the Company had convertible debt and warrants to purchase common stock, the fair values of which are classified as a liability. Some of these units have embedded conversion features that are treated as a discount on the notes. Such financial instruments are initially recorded at fair value and amortized to interest expense over the life of the debt using the effective interest method.

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

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

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

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

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

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

~~The following table presents liabilities that are measured and recognized at fair value as of September 30, 2013 on a recurring and non-recurring basis:~~19

Description	Level 1		Level 2		Level 3		Gains (Losses)
Derivatives	$	–	$	–	$	7,710,619	$	4,892,911
Settlements Payable		–		1,101,177		–		479,073
Rescission Liability		–		424,115		–		1,759,429
Fair Value at June 30, 2013	$	–	$	1,525,294	$	7,710,619	$	7,131,413

The following table presents liabilities that are measured and recognized at fair value as of June 30, 2014 on a recurring and non-recurring basis:

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

Description	Level 1		Level 2		Level 3		Gains (Losses)
Derivatives	$	–	$	–	$	5,614,645	$	(547,671	)
Settlements Payable		–		1,101,179		–		–
Rescission Liability		–		865,407		–		(80,598	)
Fair Value at June 30, 2014	$	–	$	1,966,586	$	5,614,645	$	(628,269	)

Description	Level 1		Level 2		Level 3		Gains (Losses)
Derivatives	$	–	$	–	$	1,520,308	$	3,779,313
Settlements Payable		–		1,580,252		–		(1,580,252	)
Rescission Liability		–		1,823,399		–		(2,183,544	)
Fair Value at December 31, 2012	$	–	$	3,403,651	$	1,520,308	$	15,517

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

Description	Level 1		Level 2		Level 3		Gains (Losses)
Derivatives	$	–	$	–	$	5,231,535	$	(3,950,096	)
Settlements Payable		–		1,101,179		–		479,073
Rescission Liability		–		784,809		–		1,038,590
Fair Value at December 31, 2013	$	–	$	1,885,988	$	5,231,535	$	(2,432,433	)

17. Subsequent Events.

Stock Issuances:

Since ~~September~~June 30, ~~2013~~2014, the Board of Directors authorized the issuance of an aggregate of 172,~~601~~325,~~666~~000 shares of its Preferred A shares and ~~332~~325,~~060~~810 shares of its Preferred B shares to accredited and non-accredited investors for total proceeds of $21,~~259~~481,~~500~~000. In addition, the Board of Directors has authorized the issuance of an aggregate of ~~500~~400,000 shares of its ~~common stock, 1,700,000 shares of its~~ Preferred A shares and 92, ~~142,~~450 shares of its Preferred B shares to accredited and non-accredited investors for services rendered valued at an aggregate of $53,~~296~~690,~~650~~600. In addition, the Board of Directors has authorized a net aggregate of 286,050,421 common shares in settlement of the Weese lawsuit. No sales commissions were paid in connection with these issuances and all investors reviewed or had access to all of the Company’s filing pursuant to the Securities Exchange Act of 1934, as amended.

Legal Proceedings:

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

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

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

We offered rescission to many of the 2011 investors in late 2011 (“2011 rescission offer”). The legal sustainability of these rescission offers is also being looked at by Counsel. The results of our rescission offers, in terms of rescission offers accepted by shareholders, were very encouraging. We had ~~five~~seven rescissions offers accepted and refunded $1431,000 plus interest.

On June 17, 2015, the United States Securities and Exchange Commission (“SEC”) entered an Order of Suspension of Trading, File No. 500-1, regarding our common stock, stating that it appears to the SEC that there is a lack of current and accurate information concerning our securities because we are delinquent in our periodic filings with the SEC and had not filed any periodic report with the SEC since our Form 10-K for the fiscal year ending December 31, 2013 (the “Order”). The Order states that the SEC is of the opinion that the public interest and the protection of investors required a suspension of trading in our securities. Pursuant to Section 12(k) of the Securities Exchange Act of 1934 and the Order, trading in our securities has been suspended for the period from 9:30 a.m. EDT on June 17, 2015, through 11:59 p.m. EDT on June 30, 2015. In response, we are accelerating our existing efforts to complete and file all delinquent periodic filings and hope to have them completed and filed prior to June 30, 2015. Our shares of common stock were previously traded on OTC Link (formerly the OTC Bulletin Board). Securities traded over-the-counter are subject to Rule 15c-211 regarding resumption of trading. As a result, we are uncertain whether or when our shares will resume trading on the OTC Link following expiration of the trading suspension.

Licensing Events:

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

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

Major Contracts:

In ~~2013~~September, 2014, the Company ~~has~~ entered into a 5 year licensing agreement with ~~DynoGreen~~Beijing ~~Tech,~~FlyingGlob ~~LLC~~Environmental ~~("DGT")~~Technology toLimited ~~sell~~Company, ~~the~~a ~~DynoValve~~company ~~products~~established in the ~~licensed~~People’s ~~territories~~Republic ~~(UAE,~~of ~~Malaysia,~~China. ~~India,~~According ~~and~~to ~~Africa).~~the ~~DGT~~terms ~~has~~of ~~ordered~~the 3Agreement,~~000~~ ~~DynoValves~~FlyingGlob aswill ofpromote, ~~9/30/13.~~distribute ~~The~~and ~~DynoValves~~sell ~~were~~SaviCorp's ~~shipped~~signature inline ~~the~~of ~~third quarter~~DynoValve® ofautomotive ~~2013.~~products Inwithin ~~order~~its ~~for~~exclusive ~~them~~territory, towhich ~~fulfill~~is ~~and~~defined ~~maintain~~as ~~this~~the 5People's ~~year~~Republic ~~licensing~~of ~~agreement,~~China ~~they~~and ~~are~~the ~~required~~Special ~~to purchase 500 additional~~Administrative ~~DynoValves~~Regions ~~per quarter for a total~~ of ~~$3,000,000~~Hong ~~over~~Kong aand ~~5 year span~~Macau.

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

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

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

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

Overview

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

History

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

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

Business History

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

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

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

Critical Accounting Policies and Estimates

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

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

Income Taxes

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

Stock-Based Compensation

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

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

Convertible Notes - Derivative Financial Instruments

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

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

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

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

Results of Operations

During the period from inception, August 13, 2002, to December 31, 2010, we had not generated any revenue from operations. During the ~~nine~~six month period ending ~~September 30,~~June ~~2012, we generated revenues of $81,229. Costs of Goods Sold was $58,455 yielding a gross profit of $22,774. Loss from operations for the nine months ending September~~ 30, ~~2012 was $4,064,846. Other Income and Expense, net was $6,916,434 primarily due to the change in fair value of our derivative liabilities. During the nine months ending September 30,~~ 2013, we generated ~~net~~ revenues of $3934,~~414~~008. This consisted of gross revenues of $~~668~~547,~~009~~603. ~~This represented a growth of 722% over the same period in 2012.~~ The majority of the sales were with DynoGreen Tech (“DGT”), a distributor in the Middle East. In addition to acquiring in excess of $~~640~~500,000 of DynoValve products in the first ~~nine~~six months of 2013, DGT acquired Company stock and were issued short term stock options under their licensing agreement. Under GAAP guidance, the stock options were considered a sales incentive and were netted against DGT sales with the excess value expensed as stock based compensation. DGT is considered a related party. ~~Excluding related party revenue, sales decreased for the first nine months from $81,229 in 2012 to $39,414 in 2013.~~ Costs of Goods Sold was $~~395~~306,~~736~~ 409 for the ~~nine~~six months ending June ~~September~~ 30, 2013 yielding a gross ~~losst~~loss of $(~~356~~272,~~322~~401). The gross loss was primarily a function of the sales discounts to DGT. Loss from operations for the ~~nine~~six months ending ~~September~~June 30, 2013 was $43,~~187~~593,~~307~~609. ~~The loss is in line with the 2012 loss for the same period.~~ Other Income and Expense, net for the ~~nine~~six months ending June ~~September~~ 30, 2013 was $(48,~~153~~708,~~398~~838) primarily due to the change in the fair value of our derivative liabilities. Net loss for the ~~nine~~ six months ending ~~September~~June 30, 2013 was $12,302,447. During the period ending June 30, 2014, we generated revenues of $24,616. Costs of Goods Sold was $17,505 yielding a gross profit of $7,111. This is a decrease in revenue over the same period in 2013 as revenues slowed when DGT discontinued purchases in default of their distribution agreement. Loss from operations for the period ending June 30, 2014 was $82,~~340~~359,~~705~~563. The large ~~increase~~decrease in the loss iswas primarily due to a reduction in stock based compensation paid in 2014. Other Income and Expense, net was $(667,322) primarily due to the change in the fair value of our derivative liabilities. Net loss was $3,026,855. The large decrease in the loss was primarily due to the change in fair value of our derivative liabilities in 2013.

During the three months ending June 30, 2013, we generated net revenues of $10,437. This consisted of gross revenues of $524,032. The majority of the sales were with DGT. In addition to acquiring in excess of $500,000 of DynoValve products in the three months ending June 30, 2013, DGT acquired Company stock and were issued short term stock options under their licensing agreement. Under GAAP guidance, the stock options were considered a sales incentive and were netted against DGT sales with the excess value expensed as stock based compensation. DGT is considered a related party. Costs of Goods Sold during the three months ending June 30, 2013 was $289,920 yielding a gross loss of $(279,483). The gross loss was primarily a function of the sales discounts to DGT. Loss from operations for the three months ending June 30, 2013 was $2,217,942. Other Income and Expense, net for the three months ending June 30, 2013 was $(4,536,530) primarily due to the change in the fair value of our derivative liabilities. Net loss for the three months ending June 30, 2013 was $6,754,472. During the three months ending June 30, 2014, we generated revenues of $21,075. Costs of Goods Sold was $14,250 yielding a gross profit of $6,825. This is a decrease in revenue over the same period in 2013 as revenues slowed when DGT discontinued purchases in default of their distribution agreement. Loss from operations for the three months ending June 30, 2013 was $1,531,718. This was a decrease in the loss primarily due to a reduction in stock based compensation. Other Income and Expense, net was a $130,319 gain primarily due to the change in fair value of our derivative liabilities. Net loss for the three months ending June 30, 2014 was $1,401,349. The large decrease in the loss was primarily due to the change in the fair value of the derivative liabilities.

~~During~~As ~~the~~of ~~three~~June ~~month period ending September~~ 30, ~~2012~~2014, we ~~generated~~have ~~revenues~~accumulated ofnet losses ~~$39,183. Costs~~ of ~~Goods Sold was~~ $27293,~~823 yielding a gross profit of $11~~833,~~360~~646. ~~Loss from operations for the three months ending September 30~~Additionally, ~~2012~~at ~~was~~June ~~$813,920. Other Income and Expense, net was $3,417,985 primarily due to the change in fair value of our derivative liabilities. During the three months ending September~~ 30, ~~2013~~2014, we ~~generated~~are ~~net~~in ~~revenues of~~a ~~$5,406.~~negative ~~This~~working ~~consisted~~capital ofposition ~~gross revenues~~ of $~~120~~11,~~406.~~082,260 ~~This~~and ~~represented~~ a ~~growth of 207% over the same period in 2012. The majority~~stockholders' ofdeficit ~~the~~position ~~sales were with DGT, a distributor in the Middle East. In addition to acquiring in excess of~~ $~~112~~11,~~000 of DynoValve products in the three months ending September 30~~064, ~~2013, DGT acquired Company stock and were issued short term stock options under their licensing agreement~~423. ~~Under~~Our ~~GAAP~~auditors ~~guidance,~~have ~~the~~opined ~~stock~~that ~~options~~such ~~were~~matters ~~considered~~raise asubstantial ~~sales~~doubt ~~incentive~~about ~~and~~our ~~were~~ability ~~netted~~to ~~against DGT sales~~continue ~~with the excess value expensed~~ as ~~stock based compensation. DGT is considered~~ a ~~related~~going ~~party~~concern. ~~Excluding~~We ~~related~~financed ~~party~~our ~~revenue, sales~~operations ~~decreased~~mainly inthrough the ~~three~~sale ~~months~~of ~~ending~~common ~~September~~stock ~~30,~~and ~~2013~~have ~~from~~been ~~$39,183~~entirely independent ~~2012~~on tooutside sources ~~$5,406~~of infinancing ~~2013.~~for ~~Costs~~continuation of ~~Goods~~operations. ~~Sold~~For ~~during~~ the ~~three~~remainder ~~months~~of ~~ending~~fiscal ~~September 30~~2014, ~~2013~~we ~~was~~will ~~$89,327~~continue ~~yielding a gross loss of $(83,921). The gross loss was primarily a function of the sales discounts~~ to ~~DGT.~~pursue ~~Loss~~funding ~~from operations~~ for ~~the three months ending September 30, 2013 was $593,698~~our business. ~~The~~There ~~loss~~ is ~~a decrease~~no ~~over~~assurance ~~the~~that ~~same~~we ~~period~~will incontinue ~~2012 primarily due~~ to abe ~~reduction~~successful in ~~stock~~obtaining ~~based~~additional ~~compensation.~~funding ~~Other~~on ~~Income~~attractive ~~and~~terms ~~Expense,~~or ~~net for~~at ~~the three months ending September 30~~all, ~~2013~~nor ~~was~~that ~~$4,555,440~~the ~~primarily~~projects ~~due~~towards towhich ~~the~~additional ~~change~~ paid-in ~~the~~capital ~~fair value of our derivative liabilities. Net profit for the three months ending September 30, 2013 was $3,961,742. The profits for the three months ended September 30, 2012 and 2013~~ is ~~due~~assigned towill ~~the~~generate ~~change~~revenues inat ~~the fair value of our derivative liabilities~~all.

As of September 30, 2013, we have accumulated net losses of $292,186,147. Additionally, at September 30, 2013, we are in a negative working capital position of $11,980,333 and a stockholders' deficit position $11,959,345. Our auditors have opined that such matters raise substantial doubt about our ability to continue as a going concern. We financed our operations mainly through the sale of common stock and have been entirely dependent on outside sources of financing for continuation of operations. For the remainder of fiscal 2013, we will continue to pursue funding for our business. There is no assurance that we will continue to be successful in obtaining additional funding on attractive terms or at all, nor that the projects towards which additional paid-in capital is assigned will generate revenues at all.

Plan of Operations

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

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

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

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

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

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

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

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

During the periods ended ~~September~~June 30, ~~2013~~ ~~and~~2014 ~~2012~~and 2013, we had limited sales and we expect to require additional cash of a minimum of approximately $2,000,000 over the next twelve months. Those funds, if available, will be used for continued operation as we grow sales. Additional financing will need to be obtained. Sources of funding may not be available on terms that are acceptable to management and existing stockholders, or may include terms that will result in substantial dilution to existing stockholders.

Liquidity and Capital Resources

As of ~~September~~June 30, ~~2013~~2014, the Company had $1110,~~563~~ 040 in cash.

Total current liabilities were $12,315,964 as of September 30, 2013, consisting of convertible debt, of $715,742, notes payable of $58,378, derivative liabilities of $7,710,619, accounts payable and accrued liabilities of $2,129,483, settlement payable of $1,101,179, rescission liability of $424,115 and accounts payable assumed in recapitalization of $159,295.24

WeTotal ~~incurred~~current ~~net~~liabilities ~~losses~~were of $~~292~~11,~~186~~377,~~147~~817 ~~during~~as ~~the~~of ~~period~~June ~~from inception~~30, ~~August 13~~2014, ~~2002,~~consisting toof ~~September~~convertible 30debt, ~~2013.~~of ~~In addition~~$715,742, atnotes ~~September~~payable ~~30,~~of ~~2013~~$108,109, wederivative ~~were~~liabilities inof ~~a negative~~$5,614,645, ~~working~~accounts ~~capital~~payable ~~position~~and accrued liabilities of $112,~~980~~747,~~333~~108, ~~and~~related ~~had~~party apayables ~~stockholders' deficit~~ of $1166,~~959~~332,~~345.~~ Assettlement apayable ~~result~~of $1,101,179, ~~our independent registered~~rescission ~~public~~liability ~~accounting~~of ~~firm~~$865,407 ~~has~~and ~~expressed~~accounts ~~substantial~~payable ~~doubt~~assumed ~~about~~in ~~our~~recapitalization ~~ability~~of ~~to continue as a going concern~~$159,295.

~~Our~~We ~~average~~incurred ~~monthly~~net ~~operational~~losses ~~expenses~~of ~~have been~~ $~~425~~293,~~665~~833,646 during ~~per~~the ~~month~~period from inception, ~~for~~August ~~the~~13, ~~nine~~2002, ~~months~~to ~~ended~~June ~~September~~30, 2014. In addition, at June 30, ~~2013~~2014, we were in a negative working capital position of $11,082,260 and had a stockholders' deficit of $11,064,423. As a result, our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.

Our average monthly operational expenses have been $394,446 per month, for the period ended June 30, 2014.

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

further implement our business plan;

obtain additional financing or refinancing as may be required;

and generate revenues.

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

Off-Balance Sheet Arrangements

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

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

ITEM 3 - CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures. As of ~~September~~June 30, ~~2013~~2014, the Company’s management carried out an evaluation, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of the Company’s system of disclosure controls and procedures pursuant to the Securities and Exchange Act, Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were ineffective, as of the date of their evaluation, for the purposes of recording, processing, summarizing and timely reporting material information required to be disclosed in reports filed by the Company under the Securities Exchange Act of 1934. This assessment was made based on the need to amend prior filings due to embedded derivatives within various convertible securities and the lack of sufficient personnel to process transactions. We have hired an outside expert to evaluate and value derivative financial instruments in any and all convertible securities and when we obtain additional financing will hire additional personnel and implement procedures to properly account for and disclose all transactions.

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

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

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

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

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

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

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

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

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

For the ~~nine~~six months ~~period~~ ended ~~September~~ June 30, ~~2013~~2014, the Company issued the following:

In January ~~2013~~2014, the Board of Directors ~~authorized~~ authorized the issuance of 501,~~625~~703,~~000~~333 ~~common~~Preferred A shares to accredited and non-accredited investors for total proceeds of $2095,~~500~~000.

In February ~~2013~~2014, the Board of Directors ~~authorized~~ authorized the issuance of 922,~~500~~850,000 ~~common~~Preferred A shares to accredited and non-accredited investors for total proceeds of $43150,000.

In March ~~2013~~2014, the Board of Directors authorized the issuance of 48200,~~127,694~~000 ~~common~~Preferred A shares to accredited and non-accredited investors for total proceeds of $4010,~~100~~000.

In April ~~2013~~2014, the Board of Directors authorized the issuance of ~~340~~4,~~000~~916,~~000~~666 ~~common~~Preferred A shares to accredited and non-accredited investors for total proceeds of $~~322~~187,500.

In May ~~2013~~2014, the Board of Directors authorized the issuance of 36300,~~400,~~000 ~~common~~Preferred A shares and 6,250 Preferred B shares to accredited and non-accredited investors for total proceeds of $1840,~~500~~000.

In ~~January~~June ~~2013~~2014, the Board of Directors ~~authorized~~ authorized the issuance of 16,~~000,000~~667 Preferred A shares to accredited and non-accredited investors for ~~total~~a ~~proceeds~~subscription receivable of $401,000.

InSince ~~February~~June ~~2013~~30, 2014, the Board of Directors authorized the issuance of ~~700~~an aggregate of 2,325,000 shares of its Preferred CA shares and 325,810 shares of its Preferred B shares to accredited and non-accredited investors for total proceeds of $351,481,000. In addition, the Board of Directors has authorized a net aggregate of 286,050,421 common shares in settlement of the Weese lawsuit. No sales commissions were paid in connection with these issuances and all investors reviewed or had access to all of the Company’s filing pursuant to the Securities Exchange Act of 1934, as amended.

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

In May 2013, the Board of Directors authorized the issuance of 3,388,500 Preferred C shares to accredited and non-accredited investors for total proceeds of $338,850.

In July 2013, the Board of Directors authorized the issuance of 200,000 Preferred C shares to accredited and non-accredited investors for total proceeds of $10,000.

In August 2013, the Board of Directors authorized the issuance of 900,000 Preferred A shares to accredited and non-accredited investors for total proceeds of $47,500.

In September 2013, the Board of Directors authorized the issuance of 2,250,000 Preferred A shares to accredited and non-accredited investors for total proceeds of $137,500.

Since September 30, 2013, the Board of Directors authorized the issuance of an aggregate of 17,601,666 shares of its Preferred A shares and 332,060 shares of its Preferred B shares to accredited and non-accredited investors for total proceeds of $2,259,500. In addition, the Board of Directors has authorized a net aggregate of 286,050,421 common shares in settlement of the Weese lawsuit. No sales commissions were paid in connection with these issuances and all investors reviewed or had access to all of the Company’s filing pursuant to the Securities Exchange Act of 1934, as amended.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

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

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

None.

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 - EXHIBITS

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

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

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

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

2827

SIGNATURES

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

SaviCorp

Date: June 24, 2015	By: /s/ SERGE MONROS
Date: June 26, 2015	By: /s/ SERGE MONROS
	Serge Monros
	President, Chief Executive Officer (Principal Executive Officer) and Director
Date: June 24, 2015	By: /s/ SERGE MONROS
Date: June 26, 2015	By: /s/ SERGE MONROS
	Serge Monros
	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

2928

Filing Compare · SaviCorp