UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended: ~~September~~June 30, ~~2013~~2014

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

For the Transition Period from ___________ to___________

Commission File Number: 000-28629

REVOLUTIONS MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		73-1526138
(State or other jurisdiction		(I.R.S. Employer
of incorporation)		Identification No.)

~~670~~1124 ~~Marina~~Park ~~Drive,~~West ~~3rd~~Blvd. ~~Floor~~Suite #102

~~Charleston~~Mount Pleasant, SC ~~29492~~29466

(Address of principal executive offices and Zip Code)

(843) 971-4848

(Registrant’s telephone number, including area code)

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒

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

As of ~~November~~August 1229, ~~2013~~2014, there were ~~105~~150,~~689~~426,~~034~~703 shares outstanding of the registrant’s common stock, $0.001 par value per share.

1TABLE OF CONTENTS

TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements.	3
	Unaudited Balance Sheets at September 30, 2013 and December 31, 2012	3
	Unaudited Statements of Operations for the Three and Nine Months Ended September 30, 2013 and 2012 and From Inception (August 16, 1996) Through September 30, 2013	4
	Unaudited Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 and From Inception (August 16, 1996) Through September 30, 2013	5
	Notes to Unaudited Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	26
Item 4.	Controls and Procedures.	26
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	27
Item 6.	Exhibits.	27

PART I – FINANCIAL INFORMATION

		Page
Item 1.	Financial Statements.	1

	Unaudited Balance Sheets at June 30, 2014 and December 31, 2013	1

	Unaudited Statements of Operations for the Three and Six Months Ended June 30, 2014 and 2013	2

	Unaudited Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013	3

	Notes to Unaudited Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	31

Item 4.	Controls and Procedures.	31

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	32

Item 1A.	Risk Factors.	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	32

Item 6.	Exhibits.	32

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

~~Revolutions~~ REVOLUTIONS ~~Medical~~MEDICAL ~~Corporation~~CORPORATION

(ABALANCE ~~Development Stage Company)~~SHEETS

Balance Sheets

(Unaudited)

	September 30, 2013			December 31, 2012
	June 30, 2014			December 31, 2013
Assets
ASSETS
Current Assets:
Cash and cash equivalents	$	316,~~372~~888		$	54932
Inventory		318,299			321,791
Inventories		279,813			278,564
Prepaid expenses and other current assets		36,~~932~~318			42,~~859~~932
Total current assets		~~325~~303,~~603~~019			~~326~~282,~~704~~428
Property and equipment, net		~~291~~228,~~805~~056			~~356~~270,~~656~~189
Intangibles		~~120~~139,~~621~~234			~~106~~133,~~687~~517
Total assets	$	~~738~~670,~~029~~309		$	~~790~~686,~~047~~134
Liabilities and Stockholders' Deficit
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	12,~~534~~205,~~129~~589		$	1,~~122~~867,~~371~~192
Unearned revenue		106,690			-
Payable to Yeso-med		4,187,989			3,247,095
Payable to Yeso-med		2,750,970			1,280,860
Accounts payable and accrued liabilities, related parties		107,502			132,407
Accounts payable and accrued liabilities, related parties		176,473			73,957
Unearned revenue		68,447			73,495
Payable for indemnification		1,~~372~~376,~~466~~084			1,~~347~~376,~~806~~084
Convertible notes, net of discounts of $216,394 and $187,039, respectively		312,150			184,289
Convertible notes, net of discounts		482,290			494,708
Convertible notes, related parties, net of discounts of $0 and $42,534, respectively		75,000			32,466
Convertible notes, related parties, net of discounts		75,000			75,000
Derivative liability, note conversion feature		~~409~~483,~~986~~535			~~364~~658,~~802~~453
Total liabilities		68,~~737~~986,~~864~~436			47,~~406~~924,~~551~~434
Commitments and contingencies
Stockholders' deficit:
Series 2006 Preferred stock, $0.001 par value, 5,000,000 shares authorized; 1,000,000 shares issued and outstanding		1,000			1,000
Common stock, $0.001 par value; 250,000,000 shares authorized; 99,716,508 and 72,784,907 shares issued and outstanding, respectively		99,717			72,785
Common stock, $0.001 par value; 250,000,000 shares authorized; 150,426,703 and 107,039,034 shares issued and outstanding, respectively		150,426			107,039
Additional paid-in-capital		35,957,222			34,319,432
Additional paid-in capital		37,870,162			37,087,921
Subscriptions receivable		(71,000	)		(71,000	)
Deficit accumulated during the development stage		(41,986,774	)		(37,938,721	)
Accumulated deficit		(46,266,715	)		(44,363,260	)
Total stockholders' deficit		(58,~~999~~316,~~835~~127	)		(37,~~616~~238,~~504~~300	)
Total liabilities and stockholders' deficit	$	~~738~~670,~~029~~309		$	~~790~~686,~~047~~134

~~See~~ The accompanying notes toare ~~unaudited~~an integral part of the financial statements.

~~Revolutions~~REVOLUTIONS ~~Medical~~MEDICAL ~~Corporation~~CORPORATION

(ASTATEMENTS ~~Development~~OF ~~Stage Company)~~ OPERATIONS

Statements of Operations

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,						August 16, 1996 (Inception) to September 30,
	Three Months Ended						Six Months Ended
	2013			2012			2013			2012			2013
	June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013
				(Restated)						(Restated)
Revenue	$	-		$	1,791		$	5,048		$	3,091
Revenue	$	2,363		$	349		$	5,454		$	1,189		$	6,643
Cost of revenue		-			728			-			1,302
Cost of revenue		1,338			219			2,640			9,200			11,840
Loss on firm purchase commitment		480,914			491,938			940,894			976,029
Loss on firm purchase commitment		493,328			313,437			1,469,357			313,437			2,252,950
Cost of goods sold		480,914			492,666			940,894			977,331
Cost of goods sold		494,666			313,656			1,471,997			322,637			2,264,790
Gross loss		(480,914	)		(490,875	)		(935,846	)		(974,240	)
Gross loss		(492,303	)		(313,307	)		(1,466,543	)		(321,448	)		(2,258,147	)
Operating expenses:
Operating expenses:
Depreciation and amortization		23,664			23,762			44,053			47,938
Research and development		-			9,900			-			99,588			2,935,949
General and administrative expenses		311,259			576,856			742,889			1,663,610
Depreciation and amortization		24,789			23,925			72,727			53,888			277,838
Total operating expenses		334,923			600,618			786,942			1,711,548
General and administrative expenses		480,460			952,949			2,144,070			3,364,338			29,442,874
Operating loss		(815,837	)		(1,091,493	)		(1,722,788	)		(2,685,788	)
Impairment of assets		-			-			-			-			4,570,007
Other income (expense):
Gain on disposal of assets		-			-			-			-			(794	)
Interest expense		(261,432	)		(149,314	)		(519,972	)		(266,684	)
Total operating expenses		505,249			986,774			2,216,797			3,517,814			37,225,874
Loss on extinguishment of debt		-			(33,013	)		-			(39,263	)
Operating loss		(997,552	)		(1,300,081	)		(3,683,340	)		(3,839,262	)		(39,484,021	)
Gain (loss) on change in fair value of derivative liabilities		(19,426	)		(202,794	)		216,605			(129,898	)
Other income (expense):
Other income (expense), net		122,700			-			122,700			(753	)
Interest expense		(207,414	)		(489,696	)		(474,098	)		(1,529,699	)		(3,103,803	)
Total other income (expense)		(158,158	)		(385,121	)		(180,667	)		(436,598	)
Investment income		-			-			-			-			170,753
Net loss	$	(973,995	)	$	(1,476,614	)	$	(1,903,455	)	$	(3,122,386	)
Loss on extinguishment of debt		(4,082	)		-			(43,345	)		-			(183,057	)
Net loss per common share - basic and diluted	$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.04	)
Gain (loss) on change in fair value of derivative liabilities		283,382			(30,931	)		153,484			189,046			107,508
Weighted average common shares outstanding - basic and diluted		120,025,225			88,631,947			118,874,779			82,079,462
Other income (loss), net		-			(3,497	)		(753	)		(2,399	)		322,425
Total other income (expense)		71,886			(524,124	)		(364,712	)		(1,343,052	)		(2,686,174	)
Net loss		(925,666	)		(1,824,205	)		(4,048,052	)		(5,182,314	)		(42,170,195	)
Net loss attributable to the non-controlling interest		-			-			-			-			(183,422	)
Net loss attributable to Revolutions Medical Corp.	$	(925,666	)	$	(1,824,205	)	$	(4,048,052	)	$	(5,182,314	)	$	(41,986,773	)
Net loss per common share - basic and diluted	$	(0.01	)	$	(0.03	)	$	(0.05	)	$	(0.09	)
Weighted average number of common shares outstanding - basic and diluted		95,586,936			63,160,704			86,635,118			59,295,163

~~See~~The accompanying notes toare ~~unaudited~~an integral part of the financial statements.

~~Revolutions~~REVOLUTIONS ~~Medical~~MEDICAL ~~Corporation~~CORPORATION

(ASTATEMENTS ~~Development~~OF ~~Stage~~CASH ~~Company)~~FLOWS

Statements of Cash Flows

(Unaudited)

August 16, 1996 Nine months ended (Inception) September 30, to September 30, 2013 2012 2013 (Restated) Cash flows from operating activities: Net loss $ (4,048,052 ) $ (5,182,314 ) $ (42,170,195 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 72,727 53,888 277,838 Stock-based compensation 625,633 1,439,801 13,242,364 Stock options and warrants modification expense 188,628 - 238,628 Impairment of assets - - 4,570,007 Gain on disposal of assets - - (794 ) Amortization of debt discounts 413,851 1,071,734 2,275,069 Interest expense incurred on issuance of convertible debt 2,838 146,445 399,312 Loss on extinguishment of debt 43,345 - 183,057 Gain (loss)on change in fair value of derivative liabilities (153,484 ) (189,046 ) (107,508 ) Changes in operating assets and liabilities: Inventory 3,492 (320,837 ) (318,299 ) Prepaid expenses and other current assets 927 (75,085 ) (3,932 ) Accounts payable and accrued liabilities 2,132,887 1,455,355 5,029,240 Accounts payable and accrued liabilities - related parties 90,016 (87,944 ) 163,973 Unearned revenue 106,690 - 106,690 Payable for indemnification 24,660 41,108 1,830,056 Net cash used in operating activities (495,842 ) (1,646,895 ) (14,284,494 ) Cash flows from investing activities: Purchase of property and equipment - - (992,907 ) Proceeds from sale of fixed assets - - 794 Payments for license and patents (21,810 ) (30,321 ) (183,348 ) Investment in Ives Health Company and The Health Club - - (261,997 ) Net cash used in investing activities (21,810 ) (30,321 ) (1,437,458 ) Cash flows from financing activities: Capital contribution - - 802,154 Proceeds from issuance of common stock through cash exercise of stock options and warrants 100,000 305,444 3,512,412 Proceeds from issuance of notes for cash 472,500 1,368,001 3,448,501 Proceeds from loans from shareholders - - 15,707 Repayment of loans from shareholders - - (8,005 ) Repayment of notes (51,530 ) - (208,855 ) Proceeds for issuance of common stock for cash - - 8,163,410 Net cash provided by financing activities 520,970 1,673,445 15,725,324 Net change in cash 3,318 (3,771 ) 3,372 Cash at beginning of period 54 4,844 - Cash at end of period $ 3,372 $ 1,073 $ 3,372

	Six Months Ended
	June 30, 2014			June 30, 2013
Cash flows from operating activities:
Net loss	$	(1,903,455	)	$	(3,122,386	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		44,053			47,938
Stock-based compensation expense		117,478			543,142
Stock options and warrants modification expense		11,716			148,127
Amortization debt discounts		309,090			233,337
Non-cash interest expense related to conversion feature of notes payable		129,460			-
Loss on extinguishment of debt		-			39,263
(Gain) loss on change in fair value of derivative liabilities		(216,605	)		129,898
Change in operating assets and liabilities:
Inventories		(1,249	)		6,352
Prepaid expenses and other current assets		(3,387	)		1,927
Accounts payable and accrued liabilities		1,329,545			1,378,443
Accounts payable and accrued liabilities - related parties		(24,905	)		84,152
Unearned revenue		(5,048	)		-
Payable for indemnification		-			19,535
Net cash used in operating activities		(213,307	)		(490,272	)
Cash flows from investing activities:
Payments for license and patents		(7,637	)		(5,982	)
Net cash used in investing activities		(7,637	)		(5,982	)
Cash flows from financing activities:
Proceeds from issuance of common stock through exercise of stock options and warrants		20,000			95,000
Proceeds from issuance of notes for cash		216,900			402,500
Net cash provided by financing activities		236,900			497,500
Net change in cash		15,956			1,246
Cash at beginning of period		932			54
Cash at end of period	$	16,888		$	1,300
Supplemental disclosure of cash flow information:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Non-cash financing and investing activities:
Common stock issued for conversion of debt	$	378,615		$	379,443
Debt discount on convertible notes	$	210,046		$	309,664

~~See~~The accompanying notes toare ~~unaudited~~an integral part of the financial statements.

Revolutions Medical Corporation

(A Development Stage Company)

Statements of Cash Flows (continued)

(Unaudited)

	Nine months ended September 30,				August 16, 1996 (Inception) to September 30,
	2013		2012		2013
			(Restated)
Supplemental disclosure of cash flow information:
Interest paid	$	-	$	-	$	-
Taxes paid	$	-	$	-	$	-
Non-cash financing and investing activities:
Common stock issued for conversion of debt	$	550,621	$	1,674,859	$	5,238,036
Shares issued for indemnification agreement	$	-	$	140,560	$	457,590
Debt discount on convertible notes	$	253,053	$	-	$	2,658,475
Beneficial conversion feature	$	130,117	$	436,184	$	488,879
Common stock issued in connection with Merger	$	-	$	-	$	300
Common stock issued for acquisition of Clear Image	$	-	$	-	$	3,093,948
Common stock issued for investment	$	-	$	-	$	289,009
Preferred stock forfeited	$	-	$	-	$	500

See accompanying notes to unaudited financial statements.

Revolutions Medical Corporation

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

Note 1 – Basis of Presentation, Description of Business, ~~Summary of~~ Significant Accounting Policies, Critical Accounting Estimates and Reclassification

Basis of Presentation

The accompanying ~~unaudited~~ financial statements include the accounts of Revolutions Medical Corporation, a Nevada corporation. Unless the context otherwise requires, references to the “Company”, “RevMed”, “our”, “we”, and “us” mean Revolutions Medical Corporation.

The Company follows accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB establishes accounting principles generally accepted in the United States (“GAAP”). Rules and interpretive releases of the U.S. Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants, which the Company is required to follow. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“ASC”), which serves as a single source of authoritative non-SEC accounting and reporting standards to be applied by nongovernmental entities.

The Company’s financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Management has evaluated events and transactions that occurred after the balance sheet date and through the date these financial statements were issued and considered the effect of such events in the preparation of these financial statements.

The balance sheet at December 31, 2012 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The financial statements contained herein should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Description of Business

RevMed endeavors to design, develop and commercialize auto retractable vacuum safety syringes. Our present product development effort is focused on the RevVac™ Auto Retractable Vacuum Safety Syringe (“RevVac™ Safety Syringe”), which is designed specifically to reduce accidental needle stick injuries and lower the spread of blood borne diseases. The Company also has developed a suite of proprietary Magnetic Resonance Imaging (“MRI”) software tools consisting of RevColor™, Rev3D™, and RevDisplay™. These tools are designed to enhance general diagnostic confidence through education and research use and in the future the Company believe will have specific commercial applications. The Company’s administrative facilities are located in Charleston, South Carolina and its primary manufacturing facility is located in Wuxi, China.

~~Since~~The ~~its~~accompanying ~~inception~~unaudited ininterim ~~1996,~~financial ~~the~~statements ~~Company~~of ~~has~~Revolutions Medical Corporation have been ~~considered~~prepared ain ~~development~~accordance ~~stage~~with ~~enterprise~~accounting ~~for~~principles ~~financial~~generally ~~reporting~~accepted ~~purposes~~in asthe ~~significant~~United ~~efforts~~States ~~have~~of ~~been~~America ~~devoted~~and tothe ~~raising~~rules ~~capital~~of ~~for~~the ~~research~~Securities and ~~development~~Exchange ofCommission ~~various~~(“SEC”), ~~safety~~and ~~syringes~~should be read in conjunction with the audited financial statements and ~~its~~notes ~~proprietary~~thereto ~~MRI~~contained ~~software~~in ~~tools~~the Company’s annual report for the year ended December 31, 2013 on Form 10-K filed on April 14, 2014.

~~Summary~~In the opinion of ~~Significant~~management, ~~Accounting~~all ~~Policies~~adjustments, ~~Critical~~consisting ~~Accounting~~of ~~Estimates~~normal recurring adjustments, necessary for a fair presentation of financial position and ~~Reclassification~~the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the most recent fiscal year ended December 31, 2013 have been omitted.

Significant Accounting Policies

~~The~~ Cash ~~Company has established~~ and ~~followed~~Cash a number of accounting policies in the preparation of these financial statements in conformity with GAAP. Significant among these policies are policies related to cash and cash equivalents, inventories, property and equipment, intangibles, impairment of long-lived assets, research and development, convertible debt with beneficial conversion features, derivative instruments, fair value of financial instruments, revenue recognition and stock-based compensation. These accounting policies are more fully described in the notes to the Company’s audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2012.Equivalents

The Company considers highly liquid investments (those readily convertible to cash) purchased with original maturity dates of three months or less to be cash equivalents.

Accounts Receivable

The Company records trade receivables when revenue is recognized. The Company’s allowance for doubtful accounts is primarily determined by review of specific trade receivables. Those accounts that are doubtful of collection are included in the allowance. These provisions are reviewed to determine the adequacy of the allowance for doubtful accounts. Trade receivables are charged off when there is certainty as to their being uncollectible. Trade receivables are considered delinquent when payment has not been made within contract terms.

The Company requires certain distributors to make a prepayment prior to beginning production or shipment of their order. Distributors may apply such prepayments to their outstanding invoices or pay the invoice and continue to carry forward the deposit for future orders. Such amounts are included in unearned revenue on the balance sheets. The Company records an allowance for estimated returns as a reduction to accounts receivable and gross profit. To date, returns have been immaterial.

Inventory

Inventory includes only finished goods and are valued at the lower of cost or market, with cost being determined using weighted average cost. The Company compares the average cost to the market price and records the lower value. Management considers such factors as the amount of inventory on hand and in the distribution channel, estimated time to sell such inventory, the shelf life of inventory, and current market conditions when determining excess or obsolete inventories. A reserve is established for any excess or obsolete inventories or they may be written off. As of June 30, 2014 and December 31, 2013, no allowance for inventory was recorded.

Property and Equipment

Property and equipment, including significant improvements, are stated at cost. Expenditures for maintenance and repairs are charged to operating expenses as incurred. When properties are retired or otherwise disposed of, the cost of the asset and the related accumulated depreciation are removed from the accounts with the resulting gain or loss being reflected in results of operations.

Depreciation and amortization expense is recorded on a straight-line basis over the estimated useful life of the asset as listed below:

Asset Category		Useful Lives
Machinery and equipment (years)		5
Furniture and fixtures (years)		7
Leasehold improvements		Shorter of leasehold improvement life or remaining term of lease

Intangibles

Intangible assets include patents and trademarks, which are valued at cost and amortized on a straight-line basis over periods varying from 17 to 20 years.

Impairment of Long-lived Assets

The Company reviews the carrying value of the long-lived assets periodically to determine if facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Among the factors the Company considers in making the evaluation are changes in market position and profitability. If facts and circumstances exist which may indicate impairment, the Company will prepare a projection of the undiscounted cash flows of the asset group and determine if the long-lived assets are recoverable based on these undiscounted cash flows. If impairment is indicated, an adjustment will be made to reduce the carrying amount of these assets to their fair value.

Beneficial Conversion Feature

From time to time, the Company may issue convertible notes that have conversion prices that create an embedded beneficial conversion feature on the issuance date. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid-in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

Derivative Instruments

Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses the Black-Scholes-Model option pricing model (“Black-Scholes Model”). Changes in fair value are recorded in the statement of operations.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. exit price), in an orderly transaction between market participants at the measurement date. The Company categorizes its assets and liabilities measured at fair value based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs are classified as follows:

●	Level 1 – quoted prices in active markets for identical assets or liabilities.

●	Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.

●	Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.

The following table summarizes fair value measurements by level at June 30, 2014, for assets and liabilities measured at fair value on a recurring basis:

	Level 1		Level 2		Level 3		Total
Payable for indemnification	$	—	$	1,376,084	$	—	$	1,376,084

Derivative liability	$	—	$	—	$	483,535	$	483,535

The following table summarizes fair value measurements by level at December 31, 2013, for assets and liabilities measured at fair value on a recurring basis:

	Level 1		Level 2		Level 3		Total
Payable for indemnification	$	—	$	1,376,084	$	—	$	1,376,084

Derivative liability	$	—	$	—	$	658,453	$	658,453

Revenue Recognition

Revenue is recognized for sales when title and risk of ownership passes to the customer, generally upon shipment from the manufacturing facility in Wuxi, China or from our warehouse facility in Ladson, South Carolina; when the price is fixed or determinable; and when collection is reasonably assured.

Share-based Compensation

The Company estimates the fair value of each stock option award at the grant date by using the Black-Scholes Model and value of common shares based on the trading price on the date of the share grant. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest, the Company reduces the expense for estimated forfeitures based on historical forfeiture rates. Previously recognized compensation costs may be adjusted to reflect the actual forfeiture rate for the entire award at the end of the vesting period. Excess tax benefits, if any, are recognized as an addition to paid-in capital.

Income Taxes

The Company uses the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the differences between the financial statement and tax basis of assets and liabilities at enacted tax rates in effect in the years in which the differences are expected to reverse.

Earnings (Loss) Per Common Share

Basic net income (loss) per common share is calculated by dividing net income (loss) available to common stockholders for the period by the weighted average shares of common stock outstanding during the period. Diluted net income per common share is computed by dividing the net income for the period by the weighted average number of common and common equivalent shares outstanding during the period. The calculation of diluted income (loss) per common share assumes the dilutive effect of stock options, warrants and any other potentially dilutive securities outstanding. During a loss period, the potentially dilutive securities have an anti-dilutive effect and are not included in the calculation of dilutive net loss per common share. For the six months ended June 30, 2014, potentially issuable shares, including options and warrants to purchase 22,749,008 shares of the Company’s common stock and notes payable convertible to 103,088,486 shares of the Company’s common stock have been excluded from the calculation. For the six months ended June 30, 2013, potentially issuable shares, including options and warrants to purchase 14,113,003 shares of the Company’s common stock and notes payable convertible to 19,603,263 shares of the Company’s common stock, have been excluded from the calculation.

Subsequent Events

The Company has evaluated all transactions occurring between the six months ended June 30, 2014, through the date of issuance of the financial statements for subsequent event disclosure consideration.

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

~~Reclassification~~Recent Accounting Standards

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain ~~prior~~Financial ~~period~~Reporting ~~amounts~~Requirements. ~~have~~ASU ~~been~~2014-10 ~~reclassified~~eliminates tothe ~~conform~~distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date ~~current~~information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for the reporting period ~~presentation~~ended June 30, 2014.

New and Pending Accounting Standards

The Company does not anticipate that any recently issued accounting pronouncements will have a significant impact on the results of operations, financial position, or cash flows of the Company. In addition, the Company is evaluating other accounting standards and exposure drafts, such as exposure drafts related to revenue recognition, leases and fair value measurements, that have been issued or proposed by the FASB or other standard setting bodies that do not require adoption until a future date to determine whether adoption will have a material impact on the Company’s financial statements.

Note 2 – Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has not established significant sources of revenue to fund the development of its business and pay operating expenses, resulting in a cumulative net loss of $4246,266,715 ~~million~~ for the period from inception (August 16, 1996) to ~~September~~June 30, ~~2013~~2014 and a working capital deficit of $8,683,417 at June 30, 2014. The ability of the Company to continue as a going concern during the next year depends on successful sales of its RevVac™ Safety Syringe and completion of the Company’s capital raising efforts to fund the development of its 1ml, ~~including insulin,~~ 5ml and 10ml auto-retractable vacuum safety syringes. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 3 – Property and Equipment

Property and equipment consisted of the following:

	September 30, 2013			December 31, 2012
	June 30, 2014			December 31, 2013
Equipment	$	353,235		$	353,235
Leasehold improvement		44,000			44,000
Furniture		49,147			49,147
		446,382			446,382
Less accumulated depreciation		(~~154~~218,~~577~~326	)		(89176,~~726~~193	)
	$	~~291~~228,~~805~~056		$	~~356~~270,~~656~~189

811

For the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013, the Company recognized depreciation ~~and amortization~~ expense related to property and equipment of $6442,~~851~~133 and $4743,~~391~~234, respectively.

Note 4 – Intangibles

Intangibles consisted of the following:

	September 30, 2013			December 31, 2012
	June 30, 2014			December 31, 2013
Patent	$	~~168~~192,~~348~~543		$	~~146~~184,~~538~~906
Less accumulated amortization		(4753,~~727~~309	)		(3951,~~851~~389	)
	$	~~120~~139,~~621~~234		$	~~106~~133,~~687~~517

~~For~~The Company own one US patent on its vacuum safety blood drawing device issued in 2003. The Company owns two US patents on its RevVac™ auto retractable vacuum safety syringe, the ~~nine~~first ~~months~~issued ~~ended~~in ~~September~~January 302005 and the second issued in January 2009 (see Note 10). The RevVac™ auto retractable vacuum safety syringe has international patents issued in China, ~~2013~~Japan, Mexico, Australia, Taiwan and pending issuance in Canada and European Union. The Company filed US and international Patent Cooperation Treaty provisional patents on vacuum auto retraction designs for a prefilled safety syringe in 2011 and 2012, respectively. In 2013, the Company ~~recognized~~has ~~amortization~~decided ~~expense~~not to pursue the issuance of ~~$7,876~~its imaging segmentation software patents as written but has made improvements to the software technology and~~$6,497,~~ ~~respectively~~intends to file new provisional patents and copyright protection on these software improvements in the future.

For the six months ended June 30, 2014 and 2013, the Company recognized amortization expense of $1,920 and $4,704, respectively.

Note 5 – Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following:

	September 30, 2013		December 31, 2012
	June 30, 2014		December 31, 2013
Accounts payable	$	~~491~~600,~~959~~953	$	~~432~~565,~~436~~127
Accrued payroll liabilities and related penalties		~~598~~596,~~815~~475		~~411~~607,~~670~~134
Accrued salary		~~295~~671,~~273~~280		~~143~~418,~~167~~440
Accrued interest		~~147~~217,~~543~~803		~~134~~158,~~559~~869
Other accruals		~~539~~119,078		~~539~~117,622
	$	12,~~534~~205,~~129~~589	$	1,~~122~~867,~~371~~192

As of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013, the Company accrued $~~598~~596,~~815~~475 and $~~411~~607,~~670~~134, respectively, pursuant to state and federal payroll tax liabilities and related penalties. Although the Company plans to settle these amounts, there is no assurance that its efforts to settle will be successful. Tax liens in the aggregate amount of $6,~~457~~164 were filed against the Company as of December 31, 2013 by the South Carolina Department of Revenue due to these delinquent payments and failure to file the required tax forms. ~~Action~~ Tax byliens ~~federal~~in ~~taxing~~the ~~authorities~~aggregate ~~has~~amount ~~not~~of ~~been~~$675,057 ~~initiated~~were orfiled ~~threatened~~against atthe ~~this~~Company ~~point. There~~as isof noApril ~~assurance~~15, ~~however,~~2014 by ~~that~~the ~~such~~Internal ~~action~~Revenue ~~will~~Service ~~not~~due beto ~~initiated~~these indelinquent payments and failure to file the ~~future~~required tax forms. InOn ~~October~~May ~~2013~~26, 2014, the Internal Revenue Service reduced the assessment of total amount owed by approximately $88,000. The Company ~~obtained~~has ~~representation~~filed all required payroll tax forms as of the date of this filing and is negotiating with the taxing authorities to resolve these liabilities.

Note 6 – Payable to Yeso-med

On December 1, 2011, the Company entered into a 5-year agreement with Wuxi Yushou Medical Appliance Co., Ltd (“Yeso-med”). Pursuant to the agreement, commencing from the date that Yeso-med demonstrates to the Company’s satisfaction that it has the capacity to commence regular production of the syringes in the 3ml size in the minimum amount of at least 2,500,000 units per month, the Company will place orders of at least 2,500,000 units per month for the term of this agreement. If the Company does not place with Yeso-med the minimum order for a single month, Yeso-med shall have the right to receive payments from the Company equal to 50% of the supply price of each unit below the minimum order amount required for that month. The Company has the right to have the amount paid under this requirement to serve as payment against future orders provided the quantity ordered exceeds the minimum quantity for that month. In July 2012, Yeso-med met the capacity requirement. However, the Company has not yet placed an order as of ~~September~~June 30, ~~2013~~2014. As of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013, a payable was recorded to Yeso-med related to this minimum purchase requirement of $23,~~252~~689,~~950~~969 and $~~783~~2,~~593~~749,075, for which no payments have been made, respectively. ~~For~~During the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2014, $~~1.5~~940,894 ~~million~~ and $~~313~~976,~~437~~ 029 was recorded as a loss on firm purchase commitments~~, respectively~~.

9The payable to Yeso-med also included amounts due for product purchased of $208,501 and amounts due for equipment purchased of $289,519 as of June 30, 2014 and the same amount at December 31, 2013, respectively.

The payable to Yeso-med also included amounts due for product purchased of $208,501 and $208,258 as of September 30, 2013 and December 31, 2012, respectively, and amounts due for equipment purchased of $289,519 and $289,009 as of September 30, 2013 and December 31, 2012, respectively.

Note 7 – Payable for Indemnification

On February 5, 2009, the Company entered into an Indemnification Settlement Agreement with Gifford M. Mabie, founder and former Chief Executive Officer of the Company. Pursuant to the agreement, the Company agreed to indemnify Mr. Mabie for the payment of penalties, prejudgment interest and post-judgment interest to the SEC that is part of the Final Judgment, dated March 11, 2005, in SEC v. Maxxon, Inc., Gifford M. Mabie, Jr., Thomas R. Coughlin, Jr. 02-CV-975-H(J) which resulted from actions taken in good faith by Messrs. Mabie and Coughlin in the performance of duties as an officer and directors of the Company. The payment amount stated in the Final Judgment was $1,088,067.

The agreement specifies that the Company is to periodically issue shares of its common stock to a special account for Mr. Mabie so that shares can be sold each day the market is open until the liability is satisfied. The special account was initially funded by common stock owned by Mr. Mabie. The total number of shares sold from the special account is limited to 5% of the total trading volume each day. A percentage equal to Mr. Mabie’s federal and state tax liabilities up to a maximum of 40% will be retained by the brokerage firm administering the special account and remitted to the Internal Revenue Service and to the Oklahoma Tax Commission or the tax commission having jurisdiction in the state in which Mr. Mabie resides. In the event that Mr. Mabie is entitled to a tax refund, the refund will be remitted to the SEC.

On December 14, 2010, the Company issued 400,000 shares of the Company’s common stock, initially valued at $184,000, to the special account. An additional 400,000 shares were issued to the special account on March 15, 2012 with a value of $140,560 determined based upon the 10-day average share price prior to the date of issuance. At each reporting date, the Company revalues the shares held in the special account and adjusts the outstanding balance. Net increases and decreases in the value of the Company’s common shares held in the special account are recorded in the current period statement of operations. As of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013, the remaining principal balance, including the estimated taxes, to be paid was $1.4 million ~~and $1.3 million~~, ~~respectively,~~ based upon the Company’s valuation of the stock. For the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013, the net loss related to shares of the Company’s common stock held in the special account was $~~24,659~~0 and $3119,~~974~~535, respectively. As of ~~September~~June 30, ~~2013~~2014, there were 301,463 shares of the Company’s common stock held in the special account.

1013

Note 8 – Convertible Notes

Convertible notes consisted of the following:

	September 30,			December 31,
	June 30, 2014			December 31, 2013
	2013			2012
Convertible Promissory Note Payable to JMJ Financial, unsecured, one time interest charge of 8%, due on February 22, 2014 (in default)		191,663			191,663
Convertible Promissory Note Payable to JMJ Financial, unsecured, one time interest charge of 8%, due on February 22, 2014	$	191,663		$	191,663
Convertible Promissory Note Payable to Asher Enterprises, unsecured, interest rate of 8% per annum, with payment due on May 19, 2014		-			35,000
Convertible Promissory Note Payable to Asher Enterprises, unsecured, interest rate of 8% per annum, with payment due on March 21, 2013, fully converted in 2013		-			7,500
Convertible Promissory Note Payable to Asher Enterprises, unsecured, interest rate of 8% per annum, with payment due on July 23, 2014		-			42,500
Convertible Promissory Note Payable to Asher Enterprises, unsecured, interest rate of 8% per annum, with payment due on May 10, 2013, fully converted in 2013		-			42,500
Convertible Promissory Note Payable to Asher Enterprises, unsecured, interest rate of 8% per annum, with payment due on September 12, 2014		-			47,500
Convertible Promissory Note Payable to Asher Enterprises, unsecured, interest rate of 8% per annum, with payment due on August 27, 2013, fully converted in 2013		-			42,500
Convertible Promissory Note Payable to Carebourn Capital LP, unsecured, interest rate of 8% per annum, with payment due on June 30, 2014		-			32,500
Convertible Promissory Note Payable to Asher Enterprises, unsecured, interest rate of 8% per annum, with payment due on December 6, 2013		27,500			-
Convertible Promissory Note Payable to Carebourn Capital LP, unsecured, interest rate of 8% per annum, with payment due on July 29, 2014		-			10,000
Convertible Promissory Note Payable to Asher Enterprises, unsecured, interest rate of 8% per annum, with payment due on May 19, 2014		35,000			-
Convertible Promissory Note Payable to Carebourn Capital LP, unsecured, interest rate of 8% per annum, with payment due on August 29, 2014 (currently working with the creditor to convert this note into shares)		17,500			17,500
Convertible Promissory Note Payable to Carebourn Capital L.P., unsecured, interest rate of 8% per annum, with payment due on December 19, 2013		23,411			-
Convertible Promissory Note Payable to TCA Global Credit Master Fund, LP, unsecured by all of the Company's assets, interest rate of 12% per annum, with payment due monthly until April 26, 2014 (in default)		189,844			189,844
Convertible Promissory Note Payable to TCA Global Credit Master Fund, LP, secured by all of the Company's assets, interest rate of 12% per annum, with payment due on January 3, 2013		-			62,165
Convertible Promissory Note Payable issued in the course of a private placement to individual, unsecured, interest rate of 12% per annum, with payment due on April 9, 2014 or subsequently on demand by holder		-			140,862
Convertible Promissory Note Payable to TCA Global Credit Master Fund, LP, secured by all of the Company's assets, interest rate of 12% per annum, with payment due monthly until April 26, 2014		215,970			-
Convertible Promissory Note Payable issued in the course of a private placement to individual, unsecured, interest rate of 8% per annum, with payment due on September 3, 2014 (currently working with the creditor to convert this note into shares)		35,000			35,000
Convertible Promissory Note Payable issued in the course of a private placement to individual, unsecured, interest rate of 8% per annum, with payment due on September 3, 2014		35,000			-
Convertible Promissory Note Payable issued in the course of a private placement to individual, unsecured, interest rate of 8% per annum, with payment due on August 26, 2014 (currently working with the creditor to convert this note into shares)		75,000			75,000
Convertible Promissory Note Payable issued in the course of a private placement to individual, unsecured, interest rate of 8% per annum, with payment due on January 26, 2014		75,000			100,000
Convertible Promissory Note Payable to Carebourn Partners LLC, unsecured, interest rate of 8% per annum, with payment due on August 29, 2014 (currently working with the creditor to convert this note into shares)		15,000			-
		603,544			446,328
Convertible Promissory Note Payable to Booski Consulting LLC, unsecured, interest rate of 8% per annum, with payment due on December 17, 2014		5,000			-
Less: debt discount		(216,394	)		(229,573	)
Convertible Promissory Note Payable to Linrick Industries LLC, unsecured, interest rate of 8% per annum, with payment due on December 17, 2014		5,000			-
	$	387,150		$	216,755
Convertible Promissory Note Payable to Asher Enterprises, unsecured, interest rate of 8% per annum, with payment due on December 4, 2014		53,000			-
Convertible Promissory Note Payable to Carebourn, unsecured, interest rate of 12% per annum, with payment due on January 15, 2015		27,500			-
Convertible Promissory Note Payable to KBM Worldwide, unsecured, interest rate of 8% per annum, with payment due on February 9, 2015		38,900			-
Convertible Promissory Note Payable to Carebourn, unsecured, interest rate of 12% per annum, with payment due on January 15, 2015		52,500			-
		705,907			817,369
Less: debt discount		(148,617	)		(247,661	)
	$	557,290		$	569,708

JMJ Financial

On February 22, 2011, the Company issued a convertible promissory note in the amount of $1,050,000 to JMJ Financial, Inc. (“JMJ”). The note bears interest in the form of a one-time interest charge of 8%, payable with the note’s principal amount on the maturity date, February 22, 2014. The note is convertible to the Company’s common stock at a price equal to 70% of the average of the three lowest closing market prices of the Company’s common stock for the 20 trading days prior to the conversion date. In connection with the note, the Company entered into a registration rights agreement with JMJ to provide JMJ registration rights for common shares underlying this note. The note will only be funded when the conversion price calculated on each payment date is equal to or greater than $0.015 per share and there are sufficient shares remaining in the registration statement. ~~During 2012, JMJ converted $15,498 under this agreement into 180,000 shares of the Company’s common stock.~~ The principal amount owed to JMJ at ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013 was $191,663 under the convertible promissory note. The Company analyzed the JMJ note for derivative accounting consideration and determined that the note qualifies for accounting treatment as a financial derivative and recorded an initial discount of $450,000 on the issuance date. ~~For~~During the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013, the Company recorded $7511,~~970~~229 and $6039,~~000~~671 of interest expense related to the amortization of the debt discount. At ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013, there was $~~30,721~~0 and $~~106~~11,~~691~~229, respectively, of unamortized debt discount related to the JMJ notes. The Company is currently in litigation with JMJ. See Note 10.

1115

~~The~~KBM ~~Company is currently in litigation with JMJ. See Note 11.~~Worldwide

On May 5, 2014, the Company issued a convertible promissory note to KBM Worldwide Inc., an affiliate of Asher, for proceeds of $38,900 (the “KBM Note”). The note is convertible to the Company’s common stock at a conversion price equal to the greater of (1) 53% multiplied by the average of the lowest three trading days for the Company’s common stock during the 10 day trading period ending on the latest completed trading day prior to the conversion date and (2) a fixed conversion price of $0.00005 per share. The Company analyzed the KBM Note for derivative accounting consideration and determined that the conversion feature of these notes qualify for accounting treatment as a financial derivative. The conversion feature of the note was valued at $32,046 on the issuance date. During the six months ended June 30, 2014, the Company recognized $6,098 of interest expense related to the amortization of the debt discount on the KBM notes. At June 30, 2014, there was $25,948 of unamortized discount related to the unconverted KBM notes with a total principal balance of $38,900.

Asher Enterprises

On February 28, ~~2013 and August 15~~2014, ~~2013,~~ the Company issued convertible promissory notes to Asher Enterprises for proceeds of $4253,~~500 and $35,~~000 in cash, ~~respectively,~~ (the “~~2013~~2014 Asher ~~Notes~~Note”). The ~~notes~~note ~~are~~is convertible to the Company’s common stock at a conversion price equal to the greater of (1) 55% multiplied by the average of the lowest three trading prices for the Company’s common stock during the 10 trading day period ending on the latest completed trading day prior to the conversion date and (2) a fixed conversion price of $0.~~00009~~00005 per share. The Company analyzed the ~~conversion~~2014 ~~feature of the 2013~~ Asher ~~Notes~~Note for derivative accounting consideration and determined that the conversion ~~features~~feature ~~for~~of ~~the~~these ~~2013~~notes ~~Asher Notes do not~~ qualify for accounting treatment as a financial derivative. The ~~2013~~conversion ~~Asher~~feature ~~Notes~~of ~~have~~the annote ~~aggregate~~was ~~beneficial~~valued ~~conversion~~at ~~feature~~$72,298 ~~discount~~on ofthe ~~$77,500,~~issuance ofdate. ~~which~~As ~~$41~~a result,~~661~~ the note was ~~amortized~~fully asdiscounted ~~interest~~and ~~expense~~the ~~for~~fair value of the ~~nine~~conversion ~~months~~feature ~~ended~~in ~~September~~excess 30of the principal amount allocated to the note in the amount of $19,298 ~~2013~~was expensed immediately as additional interest expense. ~~For~~During the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, the Company ~~also~~recognized ~~recorded~~$117,662 of aggregate interest expense ~~of $66,930~~ related to the amortization of the debt discount on ~~notes~~all ~~issued in 2012 to~~ Asher ~~Enterprises~~notes. At ~~September~~June 30, ~~2013~~2014, there was $3529,~~839~~824 of unamortized discount related to the ~~outstanding~~ ~~2013~~unconverted Asher ~~Notes~~notes with a total principal balance of $53,000. During the six months ended June 30, 2014, Asher Enterprises converted principal of $125,000 with accrued interest related to notes issued in 2013 into 20,052,189 shares of the Company’s common stock.

During the nine months ended September 30, 2013, Asher Enterprises converted principal of $97,600 with accrued interest related to notes issued in 2012 into 2,726,118 shares of the Company’s common stock. In addition, on September 12, 2013, Asher Enterprises converted principal of $15,000 related to the note issued in 2013 into 1,339,286 shares of the Company’s common stock.

Carebourn Capital

On March 17, May 15, and June 19, ~~2013~~2014, the Company issued a convertible promissory ~~note~~notes to Carebourn Capital for proceeds of $6015,000, $27,500, and $52,500 in cash., respectively, (“~~2013~~2014 Carebourn Note”). The ~~note~~notes isare convertible to the Company’s common stock at a conversion price equal to the greater of (1) 55% multiplied by the average of the lowest three trading prices for the Company’s common stock during the 10 trading day period ending on the latest completed trading day prior to the conversion date (2) a fixed conversion price of $0.00009 per share. The Company analyzed the ~~conversion~~2014 ~~feature of the 2013~~ Carebourn ~~Note~~Notes for derivative accounting consideration and determined that the conversion feature ~~for~~of ~~the~~these ~~2013~~notes ~~Carebourn Notes does not~~ qualify for accounting treatment as a financial derivative. The ~~2013~~conversion ~~Carebourn~~features ~~Note~~of ~~has~~these notes were valued at $165,785 on the issuance date. As a ~~beneficial~~result, the notes were fully discounted and the fair value of the conversion feature ~~discount~~in excess of ~~$49,091,~~the ofprincipal ~~which~~amount allocated to the note in the amount of $4370,~~519~~785 was ~~amortized~~expensed immediately as additional interest expense. ~~for~~During the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, the Company recognized $59,259 of aggregate interest expense related to the amortization of the debt discount on all Carebourn notes. At ~~September~~June 30, ~~2013~~2014, there was $581,~~572~~005 of unamortized discount related to the ~~2013~~unconverted Carebourn ~~Note~~notes with a total principal balance of $112,500. OnDuring ~~September~~the 20six months ended June 30, ~~2013~~2014, Carebourn ~~Capital~~ converted principal of $3642,~~590~~500 with accrued interest related to ~~this~~notes ~~note~~issued in 2013 into 25,~~350~~693,~~000~~720 shares of the Company’s common stock.

TCA Global Credit Master Fund, LP

2012 TCA Securities Purchase Agreement

On January 3, 2012, the Company entered into a securities purchase agreement with TCA Global Credit Master Fund, LP (“TCA”), pursuant to which, TCA would purchase up to $2,000,000 of the Company’s common stock. The Company agreed to pay a $100,000 facility fee by issuing to TCA a number of the Company’s common shares (“facility shares”). To determine the number of shares issuable to TCA for the facility fee, the Company’s common stock was valued at a volume weighted average price at January 2, 2012. The facility shares should be adjusted nine months after January 2, 2012 by the volume weighted average prices of the Company’s common stock five trading days prior to the revaluation date. The Company issued 559,268 common shares in 2012 to TCA which satisfied $51,924 of the facility fee upon revaluation. On August 13, 2012, the Company and TCA agreed to terminate the committed equity financing agreement based on the Company’s failure to achieve bulletin board listing as required under the agreement.

In connection with the securities purchase agreement with TCA, the Company issued a convertible promissory note to TCA for a principal amount of $225,000 (“TCA Note”). The note bears interest at a rate of 12% per annum and provides for the payment of all principal and interest 12 months from the date of the note’s issuance. The conversion price was determined by multiplying 95% by the average of the two lowest daily volume weighted average prices of the Company’s common stock on the OTC Markets during the five business days immediately preceding the date of conversion. The Company analyzed the TCA Note for derivative accounting consideration and determined that the TCA Note qualifies for accounting treatment as a financial derivative. The conversion feature of the TCA Note was valued at $174,448 on the issuance date and recorded as debt discount which was fully amortized in 2012.

TCA converted principal of $27,840 into 300,000 shares of the Company’s common stock on January 3, 2013. On May 9, 2013, 1,750,000 shares, valued at $140,000, were issued to TCA to settle all outstanding liabilities related to the January 2, 2012 security purchase agreement which totaled $106,987. The Company recorded a $33,013 loss on extinguishment of debt related to the settlement. There is a leak out provision provided in this settlement. TCA shall return all remaining shares back to the Company once proceeds of the sale of shares from the 1,750,000 shares issued reached $80,000 and the Company will issue additional shares to TCA if all shares issued on May 9, 2013 are sold and total net proceeds do not reach $80,000.

2013 TCA Securities Purchase Agreement

On April 26, 2013, the Company entered into a securities purchase agreement with TCA, pursuant to which, TCA shall purchase from the Company up to $2,000,000 of senior secured convertible redeemable debentures (the “Debentures”). The Debentures will be purchased in a series of closings and pursuant to the first such closing, TCA purchased that certain senior convertible redeemable debenture in the amount of $250,000.

The Debentures were issued at 7% original issue discount and the discount of $17,500 is amortized over one year, the term of the Debentures, using the straight-line method which approximates the effective interest method due to the short term nature of the note. The note bears interest at a rate of 12% per annum and the Company shall make monthly payments of principal and interest commencing on May 26, 2013 with the first two payments only including interest. IfDuring ~~all~~2013, orthe ~~any~~Company ~~portion~~made principal payments of ~~the~~$77,656 and interest payments of ~~principal~~$11,781 ~~and~~to ~~interest~~TCA. As isof ~~late~~June 30, 2014, the Company ~~should~~was ~~pay~~not ~~TCA~~in acompliance ~~late~~with ~~charge~~the ~~equal~~financial tocovenants 5% of ~~such~~this ~~unpaid~~credit ~~payment.~~facility ~~During~~as it was unable to make the ~~nine~~scheduled ~~months~~principal ~~ended September~~and ~~30,~~interest payments since November 2013. On February 24, 2014, TCA filed in a Florida court to seek unpaid monthly payments, default interest and penalties related to this facility as part of the credit facility agreement. The Company ~~made principal~~became delinquent on payments and was notified of ~~$51~~default on January 24,~~530~~ ~~and interest~~2014. ~~payments~~The Company is working with TCA on an amicable payment of ~~$9,761~~past due amounts and seeks to pay the amount left owed to TCA after it receives disbursements from legal settlements, issuance of additional shares, and or proceeds from anticipated sales.

The Debentures are convertible at a price determined by multiplying 85% of the average daily volume weighted average price of the Company’s common stock during the five business days immediately preceding the date of conversion. The Company analyzed the Debentures for derivative accounting consideration and determined that the Debentures qualify for accounting treatment as a financial derivative. The conversion feature of the Debentures was valued at $218,053 on the issuance date and recorded as debt discount. As of ~~September~~June 30, ~~2013~~2014, ~~there~~the ~~was $111,893 of unamortized~~ debt discount ~~related~~was tofully ~~the Debentures~~amortized.

The Company also issued to TCA 9,375,000 shares, which were pledged as security for the securities purchase agreement and was held with an escrow agent until such time as the full payment and performance of all of the obligations of the Company have been satisfied in accordance with the terms of ~~said~~the agreement. The Company also granted TCA the right to vote and receive dividends during the period the 9,375,000 shares were held by TCA. The Company recorded shares issued at par value of $9,375 with an offset to additional paid-in capital.

On May 9, 2013, the Company issued 2,000,000 restricted shares to pay for the $100,000 facility fee pursuant to the 2013 TCA securities purchase agreement entered into on April 26, 2013 with TCA. TCA will return all remaining shares to the Company if total net proceeds of $100,000 are reached. ~~and~~The ~~the~~ Company will pay cash or issue additional shares if a total of 2,000,000 shares are sold and net proceeds do not total $100,000. The Company has the right to redeem any shares then in TCA’s possession for an amount equal to the $100,000 facility fee less any net proceeds received by TCA from the sales of the Company’s shares. On the issuance date, the Company recorded an expense of $160,000 for the issuance of 2,000,000 shares based on the stock price. At December 31, 2013, TCA had not sold any of the 2,000,000 shares. Accordingly, the Company accrued an additional expense of $60,000 which represents the difference between the $100,000 facility fee and the fair market value of the 2,000,000 shares at December 31, 2013 of $0.02 per share. All shares were sold by TCA during the six months ended June 30, 2014. TCA received approximately $79,000 from the sales of these shares. The Company has yet to issue additional shares for the remaining unpaid fee.

~~2012 Individual Convertible Notes Payable~~17

During 2012, the Company issued 22 convertible notes payable to individuals for proceeds of $956,501 in cash (“Individual Convertible Notes”). The Individual Convertible Notes mature one year from the date of issuance. Interest accrues at the rate of 8% per year on the outstanding principal amount to be paid at maturity.

The principal amount of the Individual Convertible Notes and accrued interest are convertible into the Company’s common stock at a conversion price equal to 75% of the average of the daily volume weighted average prices of the Company's Common Stock during the five trading days immediately prior to the conversion date, provided that in no event, shall the note holders convert any portion of the Individual Convertible Notes when the sum of (1) the number of shares of common stock beneficially owned by the holder and its affiliates and (2) the number of shares of common stock issuable upon conversion would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the Company’s outstanding common shares. During the nine months ended September 30, 2013, $25,000 of the Individual Convertible Notes with accrued interest was converted into 353,727 shares of the Company’s common stock. As of September 30, 2013 and December 31, 2012, Individual Convertible Notes included principal of $75,000 payable to Vincent Olmo, the Company’s COO, with a debt discount of $0 and $42,534, respectively. This note was extended on November 5, 2013 and is due January 26, 2014.

In connection with the issuance of the Individual Convertible Notes, warrants to purchase 3,826,005 shares of the Company’s common stock at $0.25 per share (“$0.25 Warrant”) and warrants to purchase 1,913,003 shares of the Company’s common stock at $0.50 per share (“$0.50 Warrant”) were issued to investors. The warrants have a term of less than one year and expire during the period beginning December 31, 2012 and ending June 30, 2013.

Of the $956,501 proceeds received from the Individual Convertible Notes, $347,097 was allocated to the warrants based on a grant date fair value of $589,416 calculated using the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) with the following assumptions: (1) 3.9% risk-free discount rate, (2) expected volatility of 155.60 ~218.64%, (3) $0 expected dividends, and (4) an expected term of 0.3~1 years based on the term of warrant.

On March 1, 2013, the Company extended the expiration date of the $0.25 warrants to June 30, 2013 and the $0.50 warrants to September 30, 2013. Warrants to purchase 2,859,008 shares of the Company’s common stock that originally expired on December 31, 2012 were reissued to the note holders. The Company recorded a $148,127 modification expense related to the extension.

On August 28, 2013, the Company further extended the expiration date of the $0.25 warrants to June 30, 2014 and the $0.50 warrants to September 30, 2014. The Company recorded a $40,501 modification expense related to the extension.

The Company analyzed the Individual Convertible Notes for derivative accounting consideration and determined that the conversion feature of the Individual Convertible Notes qualify for accounting treatment as a financial derivative. The conversion feature of Individual Convertible Notes was valued at $777,766 on the issuance date. As a result, some of the Individual Convertible Notes were fully discounted and the fair value of the conversion feature in excess of the principal amount allocated to the Individual Convertible Notes of $182,733 was expensed immediately as additional interest expense. For the nine months ended September 30, 2013, the Company recognized $55,952 of interest expense related to the amortization of the debt discount. At September 30, 2013 and December 31, 2012, there was $0 and $55,952 of unamortized discount related to the Individual Convertible Notes, respectively.

2013 Individual Convertible Notes Payable

On ~~April~~September 253, 2013, the Company issued a $5035,000 convertible note to an individual. ~~together~~The ~~with~~note ~~warrants~~matures toone ~~purchase~~year ~~200,000~~from ~~shares~~the date of issuance. Interest accrues at the ~~Company’s~~rate ~~common~~of ~~stock~~8% per year on the outstanding principal amount to be paid at $0maturity.25 ~~per~~The ~~share~~conversion provisions of this note are the same as the 2012 Individual Convertible Notes as described above. The Company analyzed the note for derivative accounting consideration and ~~100,000~~determined ~~shares~~that the conversion feature of the ~~Company’s~~note ~~common~~qualifies ~~stock~~for ataccounting ~~$0.50~~treatment ~~per~~as ~~share~~a financial derivative. ~~These~~The ~~warrants~~conversion ~~were~~feature of this note was valued at $337,~~526~~837 on the issuance date. As a result, ~~calculated~~the ~~using~~note was fully discounted and the ~~Black-Scholes~~fair ~~Model~~value of the conversion feature in excess of the principal amount allocated to the note of $2,837 was expensed immediately as additional interest expense. ~~The~~During ~~individual~~the ~~investor~~six ~~converted~~months ended June 30, 2014, the Company recognized $5017,~~000~~740 ~~convertible~~of ~~promissory~~interest expense related to the amortization of the debt discount. At June 30, 2014, there was $5,658 of unamortized discount related to the note. ~~into~~In 1connection with the issuance of the note,~~000~~ warrants to purchase 140,000 shares of the Company’s common stock onat $0.25 per share and 70,000 shares of the ~~same~~Company’s ~~date~~common stock at $0.50 per share were issued to the note ~~was~~holder. ~~issued~~These warrants were valued at $2,588 using the Black-Scholes Model.

On ~~September~~October 39, 2013, the Company issued asix ~~$35,000~~ convertible ~~note~~notes in an aggregate amount of $140,862 to an individual to settle amounts owed by the Company for legal services rendered to the Company. The ~~note~~notes ~~matures~~are ~~one~~callable ~~year~~at ~~from~~any time by the ~~date~~holder subsequent to the six month anniversary of the issuance date. Interest accrues at the rate of 812% per year on the outstanding principal amount to be paid at maturity. The ~~conversion~~principal ~~provisions~~amount of ~~this~~the note and accrued interest are convertible into the ~~same~~Company’s ascommon stock at a conversion price equal to the ~~2012~~average ~~Individual~~five ~~Convertible~~trading ~~Notes~~day asclosing ~~described~~price ~~above~~of the Company’s common stock during the five trading days immediately prior to the conversion date multiplied by two. The Company analyzed the ~~note~~notes for derivative accounting consideration and determined that the conversion feature of the ~~note~~notes qualifies for accounting treatment as a financial derivative. The conversion feature of ~~this~~the ~~note~~notes was valued at ~~$37,837~~an onaggregate ~~the issuance date. As a result, the note was fully discounted and the fair value of the conversion feature in excess of the principal~~ amount ~~allocated to the note~~ of $235,~~837~~709 ~~was~~on ~~expensed~~the ~~immediately~~issuance ~~as additional interest expense~~date. ~~For~~During the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, the Company recognized $219,~~632~~ 425 of interest expense related to the amortization of the debt discount. At ~~September~~June 30, ~~2013~~2014, ~~there~~the ~~was~~debt ~~$32,368 of unamortized~~ discount ~~related~~was tofully ~~the note~~amortized. InDuring ~~connection~~the ~~with~~six ~~the~~months ~~issuance~~ended ofJune ~~the~~30, ~~note~~2014, ~~warrants to purchase~~ $140,~~000~~862 ~~shares~~principal of the ~~Company’s~~notes ~~common~~issued ~~stock~~in at2013 ~~$0.25~~with ~~per~~accrued ~~share~~interest ~~and~~were 70converted into 9,~~000~~647,529 shares of the Company’s common stock ~~at $0~~.~~50 per share were issued to the note holder. These warrants were valued at $2,588 using the Black-Scholes Model.~~

14On March 17, 2014, the Company issued convertible notes to two individuals for proceeds of $15,000 each in cash. The notes mature nine months from the date of issuance. Interest accrues at the rate of 8% per year on the outstanding principal amount to be paid at maturity. The notes are convertible to the Company’s common stock at a conversion price equal to 55% multiplied by the average of the lowest three trading prices for the Company’s common stock during the 10 trading day period ending on the latest completed trading day prior to the conversion date. The Company analyzed the notes for derivative accounting consideration and determined that the conversion feature of the notes qualify for accounting treatment as a financial derivative. The conversion feature of the notes was valued at $69,376 on the issuance date. As a result, the note was fully discounted and the fair value of the conversion feature in excess of the principal amount allocated to the note of $39,376 was expensed immediately as additional interest expense. During six months ended June 30, 2014, the Company recognized $23,818 of interest expense related to the amortization of the debt discount. At June 30, 2014, there was $6,182 of unamortized discount related to the note. During the six months ended June 30, 2014, the note holders converted principal of $20,000 with accrued interest into 4,705,351 shares of the Company’s common stock.

Note 9 – Derivatives – Note Conversion Feature

Due to the conversion feature contained in some of the notes that the Company has issued, the actual number of shares of common stock that would be required if a conversion of the notes was made through the issuance of the Company’s common stock cannot be predicted, and the Company could be required to issue an amount of shares that may cause it to exceed its authorized share amount. As a result, the conversion feature requires derivative accounting treatment and will be bifurcated from the note and “marked to market” each reporting period through the income statement. The fair value of the conversion feature of these notes was recognized as a derivative liability instrument and will be measured at fair value at each reporting period. In determining the fair value, the Company uses the Black-Scholes Model. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes Model.

~~The following is a summary of the activity of the derivative liability for the nine months ended September 30, 2013:~~18

Fair value at December 31, 2012	$	364,802
Decrease in value		(153,484	)
Addition		255,890
Reclassification from liability to equity as a result of note conversions		(57,222	)
Fair value at September 30, 2013	$	409,986

The following is a summary of the activity of the derivative liability for the six months ended June 30, 2014:

Fair value at December 31, 2013	$	658,453
Decrease in value		(216,605	)
Addition		339,506
Reclassification from liability to equity as a result of note conversions		(297,819	)
Fair value at June 30, 2014	$	483,535

The derivative liability was valued using the Black-Scholes Model with the following assumptions:

September 30, 2013

December 31, 2012

June 30, 2014

December 31, 2013

Risk free interest rate

0.11%

~~0.10%~~

0.13%

~~0.11%~~

~~0.16%~~

Expected life (years)

0.301 to 0.61

~~0.9~~

0.07 to 0.7

~~0.01~~

~~2.1~~

Dividend Yield

Volatility

~~235~~270% to 302%

~~259%~~

256% to 394%

~~130%~~

~~219%~~

Note 10 – Fair Value Measurements

	Various issuance dates during the
	Six months ended June 30, 2014		Year ended December 31, 2013
Risk free interest rate		0.09 to 0.13%		0.10 to 0.15%
Expected life (years)		0.45 to 0.77		0.50 to 0.99
Dividend Yield		0%		0%
Volatility		251% to 280%		213% to 293%

The Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. The Company categorizes each of its fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. 19

●Note ~~Level~~10 1 – ~~quoted~~Commitments ~~prices~~and ~~in active markets for identical assets or liabilities.~~Contingencies

● Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.

● Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.

The following table summarizes fair value measurements by level at September 30, 2013, for assets and liabilities measured at fair value on a recurring basis:

	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	3,372	$	-	$	-	$	3,372
Derivative liability		-		-		409,986		409,986

The following table summarizes fair value measurements by level at December 31, 2012, for assets and liabilities measured at fair value on a recurring basis:

	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	54	$	-	$	-	$	54
Derivative liability		-		-		364,802		364,802

Note 11 – Commitment and Contingencies

KVM Capital Partners Investment Agreement

On June 11, 2013, the Company entered into an Investment Agreement ~~(the “Investment Agreement”)~~ with KVM Capital Partners (“KVM”), whereby the parties also agreed to enter into a registration rights agreement ~~(the “Registration Rights Agreement”)~~. Pursuant to the terms of the ~~Investment~~investment ~~Agreement~~agreement, for a period of 36 months commencing on the trading day immediately following date of effectiveness of the Registration Statement, KVM will commit to purchase up to $1,500,000 of the Company’s common stock, pursuant to a notice from the Company (“Puts”), covering the Registrable Securities (as defined below). The purchase price of the Shares under the ~~Investment~~investment ~~Agreement~~agreement is equal to a 22.5% percent discount to the average of the three lowest closing bids during the last seven trading days after the Company delivers to KVM a Put notice in writing requiring KVM to purchase shares of the Company, subject to the terms of the ~~Investment~~investment ~~Agreement~~agreement.

The Registrable Securities include (1) shares of the Company’s common stock and (2) any shares of capital stock issued or issuable with respect to the Company’s common stock, if any, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, which have not been (1) included in the ~~Registration~~registration ~~Statement~~statement that has been declared effective by the SEC, or (2) sold under circumstances meeting all of the applicable conditions of Rule 144 (or any similar provision then in force) under the 1933 Act.

As further consideration for KVM entering into and structuring the ~~Investment~~investment ~~Agreement~~agreement, the Company paid to KVM a $10,000 fee by issuing to KVM 250,000 restricted shares of its common stock on June 11, 2013. As of June 30, 2014, a registration statement has not been declared effective by the SEC and, accordingly, has no availability under this agreement.

Maxxon/Globe Joint Venture Agreement

In September 2005, the Company filed a patent on its RevVac™ Safety Syringe with Globe Med Tech which gave a 50% ownership of this patent to the Company and 50% to Globe Med Tech. On November 3, 2005, the Company (f.k.a. Maxxon, Inc.,) and Globe Med Tech, Inc. (“Globe”) entered into a definitive joint venture agreement (the “Joint Venture Agreement”) to patent, develop, manufacture, market and distribute safety needle products throughout the world. The Company and Globe each owned 50% of the joint venture. The Company contributed its safety syringe technology and patent rights related thereto and Globe contributed its safety syringe IV catheter and patent rights related thereto. In connection with the Joint Venture Agreement, the Company issued restricted shares of its common stock, valued at $625,066, to Globe. Subsequent to December 31, 2006, the Company ended the Joint Venture Agreement and cancelled the restricted shares of common stock that were issued to Globe pursuant to the agreement. The above noted patent was issued on January 13, 2009.

On March 1, 2007, the Company filed a lawsuit in the District Court of Tulsa County, Oklahoma against Globe to rescind, terminate and seek monetary damages for the non-fulfillment and breach of the Joint Venture Agreement, and other related agreements, in addition to an accounting of expenditures of funds under the terms and provisions of the agreements. On October 29, 2008, the Company filed in the District Court of Harris County, Texas, a lawsuit for fraud and contempt of court for Globe and Andy Hu, individually. On October 21, 2011, the Company was granted its request for summary judgment against Globe and awarded $311,440 and the return of 266,666 shares of the Company’s common stock by a Federal District Court in Tulsa County, Oklahoma. In addition to the monetary award and the return of the Company’s common stock, Globe is also required to return all syringes, design files, and sample molds to the Company. Furthermore, the Court ordered that Globe assign to the Company all rights to the patent issued on January 13, 2009 for the RevVac™ Safety Syringe. Globe is prohibited from claiming any interest or ownership in the Company’s safety vacuum syringes going forward.

16On April 30, 2013, the Company exercised its legal rights under a writ of execution in Harris County, Texas, pursuant to which the Company seized all valuable property from Globe Med Tech’s office including 266,666 restricted shares of common stock of Revolutions Medical, all design and patent files relating to its auto retractable vacuum safety syringe, furniture, computers, phones and other office equipment and information. Globe’s web hosting company has been notified and ordered under the judgment and writ of execution to shut down Globe’s website until all information and references of ownership, patents and awards regarding the RevVac™ Safety Syringe are removed from the website. The Company will continue to use all available legal means under the judgment until all monies are collected and the judgment is satisfied in full. On August 27, 2013, the Company cancelled the 266,666 shares.

On December 13, 2011, the Supreme Court of Oklahoma denied Globe’s appeal and, on January 30, 2013, the court ordered a Nunc Pro Tunc decision denying all counterclaims and third party claims by Globe. On April 30, 2013, the Company exercised its legal rights under a writ of execution in Harris County, Texas, pursuant to which the Company, along with its attorneys and county constables, seized all valuable property from Globe Med Tech’s office including 266,666 restricted shares of common stock of Revolutions Medical, all design and patent files relating to its auto retractable vacuum safety syringe, furniture, computers, phones and other office equipment and information. Globe’s web hosting company has been notified and ordered under the judgment and writ of execution to shut down Globe’s website until all information and references of ownership, patents and awards regarding the RevVac™ Safety Syringe are removed from the website. The Company will continue to use all available legal means under the judgment until all monies are collected and the judgment is satisfied in full. On August 27, 2013, the Company cancelled the 266,666 shares.

MIG and SPD

On ~~January~~September 226, ~~2013~~2012, the Company ~~won~~filed ~~its~~suit ~~arbitration~~in ~~proceeding~~South ~~concerning~~Carolina ~~its~~Federal ~~counter~~District ~~claims~~Court against ~~Richard Theriault, former manufacturer MIG and former consultant,~~ Strategic Product Development ("SPD"), Richard H. ~~The~~ ~~monetary~~Theriault, ~~award~~Vita ~~included~~S. ~~$770~~Theriault,~~000~~ inDarius ~~recoupment~~R. ofTheriault, ~~production~~Raminta ~~costs~~Theriault, ~~plus~~Goddard ~~interest~~Technologies, ~~legal~~Inc. ~~fees~~("GTI") and ~~other arbitration costs~~others, ~~which~~claiming ~~will~~that ~~total~~the ~~approximately~~defendants $1purposely ~~million.~~and Inmaterially ~~other~~misled ~~claims,~~and ~~Theriault~~misrepresented ~~was~~capabilities ~~found~~and ~~guilty~~progress ofon ~~fraud~~a invariety ~~the inducement and breach~~ of ~~contract~~initiatives ~~and~~related ~~was found~~ to ~~have~~the nodevelopment ~~rights~~and tomanufacture ~~any~~ of the Company's ~~proprietary~~RevVac™ ~~technology,~~Safety ~~files,~~Syringe ~~drawings,~~to ~~designs,~~officers ~~patents~~and ordirectors ~~products. A panel~~ of ~~the~~Revolutions ~~American~~Medical, ~~Arbitration~~which ~~Association~~caused ~~(“Arbitrator”)~~a ~~determined~~delay ~~that~~in ~~all~~its production ~~mold~~of ~~payments~~approximately ~~made~~one byyear. ~~the~~The ~~Company~~suit tofurther ~~MIG~~alleges ~~for~~that ~~the~~Richard ~~manufacturing~~H. ofTheriault ~~production~~and ~~molds~~other ~~had~~defendants ~~instead~~defrauded ~~been~~the ~~used~~Company byand ~~Mr.~~misappropriated ~~Theriault~~funds ~~for~~in ~~other~~violation ~~non-production~~of ~~related~~the ~~purposes.~~United ~~The~~States' ~~Arbitrator~~Racketeer ~~ruled~~Influenced ~~that~~and ~~the~~Corrupt ~~only~~Organizations ~~assets~~Act inand ~~which~~that ~~production~~GTI ~~was~~improperly ~~funded~~assigned bycertain ~~MIG~~rights ~~from~~to the Company’'s ~~production~~new ~~payments~~provisional ~~were~~patents ~~$10,000~~to inSPD ~~trial~~without ~~molds~~authorization. ~~The~~In ~~equipment~~February, ~~asset~~2013 on the ~~balance~~Company ~~sheet~~changed ~~was~~the ~~reduced~~venue byto ~~$710,000~~the ~~and~~United ~~charged~~States toDistrict ~~impairment~~Court of ~~assets~~Massachusetts inagainst ~~2012~~GTI. asOn ~~the~~February ~~payments~~17, ~~were~~2014, ~~not~~the ~~associated~~Company ~~with~~amended aits ~~production~~claims oragainst ~~trial~~GTI ~~mold.~~and ~~The~~certain ~~$770,000~~employees ~~award~~at isGoddard ~~for~~to ~~the~~include ~~recovery~~negligence ofand ~~damages~~unfair ~~related~~trade topractices ~~these~~both ~~production~~in ~~payments. The~~the ~~gain~~state ~~related~~of toMA ~~this~~and ~~award~~in ~~will~~SC bebased ~~recorded~~upon ~~when~~supplemental ~~collected.~~discovery ~~The~~provided ~~Company~~by ~~has~~Goddard’s ~~retained~~attorney. ~~counsel~~Depositions inand ~~Massachusetts~~the ~~and~~jury ~~South~~trial ~~Carolina~~are tobeing ~~assist~~scheduled infor ~~efforts~~the tosecond ~~collect~~quarter ~~these~~of ~~damages~~2014.

On ~~September~~January 262, ~~2012~~2013, the Company ~~filed~~won ~~suit~~its inarbitration ~~South~~proceeding ~~Carolina~~concerning ~~Federal~~its ~~District~~counter ~~Court~~claims against ~~SPD,~~ Richard H. Theriault, ~~Vita~~former ~~S. Theriault~~manufacturer, ~~Darius~~Medical R.Investment ~~Theriault~~Group (“MIG”) and former consultant, ~~Raminta~~SPD. The ~~Theriault~~monetary award included $770,000 ~~Goddard~~in ~~Technologies~~recoupment of production costs plus interest, ~~Inc.~~legal ~~("GTI")~~fees and ~~others~~other arbitration costs, ~~claiming~~which ~~that~~will ~~the~~total ~~defendants~~approximately ~~purposely~~$1 ~~and~~million. ~~materially~~In ~~misled~~other ~~and~~claims, ~~misrepresented~~Theriault ~~capabilities~~was ~~and~~found ~~progress~~guilty onof afraud ~~variety~~in the inducement and breach of ~~initiatives~~contract ~~related~~and was found to ~~the~~have ~~development~~no ~~and~~rights ~~manufacture~~to any of the Company's ~~RevVac™~~proprietary ~~Safety~~technology, ~~Syringe~~files, todrawings, ~~officers~~designs, ~~and~~patents ~~directors~~or products. A panel of ~~Revolutions~~the ~~Medical,~~American ~~which~~Arbitration ~~caused~~Association a(“Arbitrator”) ~~delay~~determined inthat ~~its~~all production ofmold ~~approximately~~payments ~~one~~made ~~year.~~by ~~The~~the ~~suit~~Company ~~further~~to ~~alleges~~MIG ~~that~~for ~~Richard~~the Hmanufacturing of production molds had instead been used by Mr. Theriault ~~and~~for other ~~defendants~~non-production ~~defrauded~~related purposes. The Arbitrator ruled that the only assets in which production was funded by MIG from the Company’s ~~and~~production ~~misappropriated~~payments ~~funds~~were $10,000 in ~~violation~~trial ofmolds. ~~the~~The ~~United~~equipment ~~States'~~asset ~~Racketeer~~on ~~Influenced~~the ~~and~~balance ~~Corrupt~~sheet ~~Organizations~~was ~~Act~~reduced by $710,000 and ~~that~~charged ~~GTI~~to ~~improperly~~impairment ~~assigned~~of ~~certain~~assets ~~rights~~in to2012 as the ~~Company's~~payments ~~new~~were ~~provisional~~not ~~patents~~associated towith ~~SPD~~a ~~without~~production ~~authorization~~or trial mold. InThe ~~February~~$770,000 ~~2013~~award is for the ~~Company~~recovery ~~changed~~of ~~the~~damages ~~venue~~related to ~~the~~these ~~United~~production ~~States~~payments. The ~~District~~gain ~~Court~~related ofto ~~Massachusetts~~this ~~against~~award ~~Goddard,~~will be recorded when collected. The Company has retained counsel in Massachusetts and ~~attended~~South aCarolina ~~case~~to ~~scheduling~~assist ~~hearing~~in onefforts ~~September~~to 9,collect ~~2013~~these damages.

On February 2, 2013, Richard H. Theriault filed for bankruptcy in Massachusetts under Chapter 11. The South Carolina lawsuit has been temporarily stayed until such time when the arbitration award against Richard H. Theriault and MIG can be ruled on in United States Federal District Court in Massachusetts, seeking judgment outside the bankruptcy court. On March 13, 2013, United States Federal District Court in Massachusetts granted an injunction against Richard H. Theriault and MIG, enjoining and restraining them from transferring or alienating any assets in their possession without approval from the Court. On May 6, 2013, that court upheld its ruling in favor of continuing the injunction. On September 17, 2013 the bankruptcy court has allowed the Company to lift the stay, confirm the judgment and proceed with its court cases and its efforts to seek monetary satisfaction of its award and other damages against Theriault, and his cohorts in South Carolina. Also, the Company is pursuing all of its rights in this bankruptcy to uncover additional assets in discovery that the Company has identified which were not disclosed or misappropriated in the Theriault bankruptcy filing.21

On February 2, 2013, Richard H. Theriault, MIG, SPD, and other Theriault corporate entities, filed for bankruptcy in Massachusetts under Chapter 11. The South Carolina lawsuit has been temporarily stayed. On March 13, 2013, United States Federal District Court in Massachusetts granted an injunction against Richard H. Theriault and MIG, enjoining and restraining them from transferring or alienating any assets in their possession without approval from the Court. On May 6, 2013, that court upheld its ruling in favor of continuing the injunction. On September 17, 2013 the bankruptcy court allowed the Company to lift the stay to confirm the arbitration judgment in South Carolina.

On May 7, 2014, the United States Bankruptcy Court for the District of Massachusetts (Eastern Division) entered an Order confirming the First Amended Plan of Reorganization dated February 14, 2014 filed by Richard H. Theriault. The Company expects to receive a payment of approximately $125,000 under the plan. The Company and Mr. Theriault also entered into a Settlement Agreement dated January 29, 2014 (the “Settlement Agreement”) that was part of the Plan. Pursuant to the Settlement Agreement, Mr. Theriault and MIG agreed to pay an aggregate of $320,000 plus accrued interest to the Company in quarterly payments beginning on January 1, 2015. Interest on that amount accrues at 3% beginning as of the date of the Order. The first two payments will be $26,667, the third payment will be $40,000 and each of the final nine payments will be $25,185. In return, the Company agreed to dismiss its pending action in the United States District Court of South Carolina (the “S.C. Action”) against Mr. Theriault, his family members and certain of his companies within 15 days of the Order provided those defendants execute a release of all claims that they have asserted or could have asserted against the Company in the S.C. Action. The Settlement Agreement did not include the Company’s pending adversary proceeding in the Bankruptcy Court against SPD regarding a dispute involving patents for the RevVac™ pre-filled auto-retractable syringes or a release of SPD and Ira Rakatansky in United States District Court of South Carolina. The Company continues to preserve all of its legal rights against SPD. $122,700 cash collected from this settlement during the six months ended June 30, 2014 was recorded in other income.

Thomas G. O’Brien

On October 1, 2012, the Company filed suit in South Carolina Federal District Court against its former President and Director, Thomas G. O'Brien (“O’Brien”), alleging that O'Brien, as a director and officer of the Company, committed fraud, disregarded his fiduciary duties, and breached other obligations owed to the Company and its shareholders, by facilitating and negotiating contracts on behalf of the Company while at the same time sharing confidential Company information with, and receiving bribes from, Richard H. Theriault, SPD, and Medical Investment Group, (MIG). The complaint seeks to recover actual and punitive damages as well as a return of all salary paid to O'Brien under his employment agreement and over 3 million restricted shares. On January 17, 2013, the South Carolina lawsuit was dismissed without prejudice, so the Company can pursue all of its claims against Thomas G. O'Brien in arbitration. No arbitration case is presently pending between the Company and O’Brien.

JMJ Financial, Inc.

A lawsuit was filed against the Company by ~~JMJ~~Justin ~~Financial~~Keener (“d/b/a JMJ”) in Miami-Dade County, Florida on March 15, 2012. The lawsuit claims that the Company breached the terms of the convertible debt agreement by failing to issue shares requested in a stock conversion by JMJ on January 9, 2012 for 1,000,000 shares and on January 30, 2012 for 1,226,049 shares. JMJ is seeking the delivery of 2,226,049 shares of common stock of the Company, plus costs and prejudgment interest. On August 30, 2012, the Company filed its counterclaims against JMJ, which included fraud by concealment, among other claims. The Company alleges that ~~Keener and~~ JMJ had a responsibility and obligation under Florida law to disclose during the negotiations of the agreement the fact that Keener and JMJ had outstanding and current issues with these type of convertible notes with DTC which could do detrimental harm to liquidity and electronic transfer of the Company's stock if DTC eligibility was “chilled”. In the securities trading industry, the loss of eligibility for electronic trading, transfer, and delivery of common stock is known as a “chill”. This would severely hamper future capital raising and harm its current shareholders but would solely benefit Keener and JMJ under the default clauses in this agreement. On March 14, 2013 the Company ~~did~~received ~~receive~~ a letter from the DTC advising that a “chill” was placed on its stock. All of the JMJ share issuances were among the share issuances that the DTC identified to be reviewed. In July 2013, the Company won its motion to compel discovery from JMJ and Keener to provide all documents related to all financings with public companies that Keener and JMJ were involved, especially companies that DTC put a "chill" on their publicly traded stock and any regulatory actions or rulings against Keener and JMJ. On October 14, 2013, the DTC advised the Company that the “chill” had been lifted. If a positive settlement cannot be negotiated, the Company plans on bringing their counterclaims in a jury trial court proceeding.

SEC

On September 20, 2012, the Securities and Exchange Commission (“SEC”) filed a civil complaint in Federal District Court in Georgia against the Company and Rondald L. Wheet, the Company’s current Chief Executive Officer, alleging that between approximately August 2010 and July 2011, the Company and its Chief Executive Officer issued ~~four~~a series of misleading press releases ~~during~~that contained statements designed to convey the ~~period~~impression ~~from~~that, ~~August~~among ~~2010~~other ~~through~~things, ~~October~~the ~~2010~~Company had finalized the development of a safe and ~~one~~effective ~~misleading~~syringe, ~~press~~the ~~release~~syringe inwas ~~July~~slated ~~2011~~for imminent mass manufacturing and commercial distribution, ~~related~~and the Company had entered into, or was on the cusp of entering into, binding mass sales and distribution agreements, including a sales agreement with the U.S. Department of Defense. However, contrary to the statements made in the Company’s ~~production~~press ~~schedule~~releases, ofthe ~~its~~Company ~~RevVac™~~had ~~safety~~not developed a safe and effective syringe, ~~pending~~ready ~~government~~for ~~award~~mass ~~and~~manufacturing ~~contract~~or commercial distribution, and ~~defense~~had ~~logistic~~not ~~agency~~entered ~~product~~into ~~listings~~any binding agreements for the sale and distribution of such a final product. The SEC’s ~~names~~complaint further alleges that, through the press releases, the Company artificially inflated the price of the Company’s ~~current~~shares, ~~Chief~~and ~~Executive~~that ~~Officer,~~the ~~Rondald~~Company L.sold ~~Wheet,~~shares asto a cothird-~~defendant~~party hedge fund at inflated prices. Among other relief, the SEC seeks an order requiring the Company to disgorge approximately $1,~~100~~000,000 received from its equity line financing from August 2010 through May 2011 with Auctus Private Equity Fund, in addition to other civil penalty amounts, and the SEC is seeking an officer and director bar against its Chief Executive Officer.

InThe ~~April~~Company ~~2013,~~filed ~~through discovery and answers to interrogatories, the SEC identified Phillip Maurice Hicks a/k/a Marty Hicks as~~ its ~~tipster~~answer ~~and invoked client attorney privilege~~ on ~~all~~November ~~correspondence with Hicks. In September 2011~~8, a2012 ~~South Carolina Circuit Court declared Mr. Hicks to be liable by default for internet defamation of the Company~~ and ~~Rondald~~its L.amended ~~Wheet,~~answer ~~CEO.~~on OnJanuary ~~June 28~~21, 2013~~, a special referee appointed by the South Carolina Court awarded the Company and Mr~~. ~~Wheet~~The ~~more~~discovery ~~than~~is ~~$20~~currently ~~million~~ongoing ~~in a default judgment against Mr. Hicks~~ and ~~ruled~~no ~~that~~trial ~~Hicks~~date ~~intentionally~~has ~~interfered~~been ~~with~~set ~~its~~by ~~Department of Defense grant and contract with~~ the ~~HIV/AIDS prevention program~~court. ~~Specifically,~~Because ~~the~~discovery ~~Company~~is ~~was~~currently awarded $3.6 million in compensatory damages and $1.5 million in punitive damages and Mr. Wheet was awarded $12 million in compensatory damages and $3 million in punitive damages. The deadline for appeal has passed for Hicks’ default judgment. Alsoongoing, ~~in April 2013,~~ the ~~SEC identified that the testimony under oath of Richard Theriault was instrumental in bringing the allegation against the~~ Company ~~and~~is ~~its~~not ~~CEO. In~~able ~~January 2013, the Arbitration Panel found Mr. Theriault committed fraud against the Company as part of its award. The Company and its legal team continue~~ to ~~vigorously~~project ~~defend~~ the ~~Company~~possible ~~and its CEO against the allegation~~outcome.

On August 15, 2014, the Company filed with the Federal District Court in Northern District of Georgia for summary judgment for the dismissal of the SEC case pending against it.

TCA Global Credit Master Fund, L.P.

On April 26, 2013 (the “Effective Date”), the Company finalized a securities purchase agreement with TCA. Pursuant to the terms of the purchase agreement, TCA shall purchase from the Company up to $2 million of senior secured convertible redeemable debentures. The debentures shall be purchased in a series of closings and pursuant to the first such closing, as of the Effective Date, TCA purchased that certain senior convertible redeemable debenture in the amount of $250,000. The Company’s obligations to TCA under the debentures are secured by that certain security agreement granting TCA an unconditional and continuing first priority security interest in all of the Company’s assets and that certain stock pledge agreement granting TCA a continuing and first priority security interest in certain stock of the Company.

Under the purchase agreement, as consideration for advisory services provided by TCA to the Company prior to the Effective Date, the Company shall pay to TCA a fee by issuing to TCA that number of shares of the Company’s common stock that equal a dollar amount of $100,000 (the “Advisory Fee Shares”). It is the intention of the Company and TCA that the value of the Advisory Fee Shares shall equal $100,000. In the event the value of the Advisory Fee Shares issued to TCA does not equal $100,000 after the sale of all Advisory Fee Shares, the purchase agreement provides for an adjustment provision allowing for necessary action to adjust the number of shares issued. Additionally, TCA shall receive certain other fees pursuant to the purchase agreement.

18Note 11 – Preferred Stock and Common Stock Transactions

~~Note~~Preferred ~~12 – Common~~ Stock ~~Transactions~~

~~During~~Shares ~~the~~Outstanding: ~~nine months ended September 30~~Currently, ~~2013~~1, ~~the Company issued 7~~000,~~767,749~~000 shares of ~~common~~preferred stock ~~with~~(“Preferred aStock”) ~~total~~are ~~value~~outstanding. ofRondald ~~$864,370~~L. ~~for consulting services~~Wheet, ~~director~~the ~~fees,~~Company’s ~~financing~~Chairman ~~related~~and ~~fees~~Chief ~~and~~Executive ~~for~~Officer, ~~wages~~owns ~~and~~1,000,000 ~~consulting~~shares ~~fees~~of ~~accrued~~Series in2006 ~~2012~~Preferred Stock.

~~Also,~~Dividends: ~~during~~The holder of the ~~nine~~Preferred ~~months~~Stock ~~ended~~is ~~September~~entitled 30to receive, ~~2013~~ratably, dividends when, as and if declared by the ~~Company~~board ~~received~~of ~~$100~~directors out of funds legally available therefore. If any dividend or other distributions are declared on our common stock,~~000~~ ~~cash~~then ~~for~~a dividend or other distribution must also be declared on the ~~exercise~~outstanding ofPreferred ~~warrants~~Stock at the same time and ~~options~~on ~~for~~the 1same terms and conditions,~~150,000~~ ~~shares~~so that each holder of ~~common~~Preferred ~~stock.~~Stock will receive the same dividend or distribution such holder would have received if the holder had converted his Preferred Stock as of the record date for determining stockholders entitled to receive such dividend or distribution.

~~Also,~~Liquidation ~~during~~Preference: In the ~~nine~~event ~~months~~of ~~ended~~the ~~September 30~~liquidation, ~~2013~~dissolution or winding up, the ~~Company~~holders ~~issued~~of ~~8,805,519~~Preferred ~~shares~~Stock ofare ~~common~~entitled ~~stock~~to receive a liquidation preference of $0.001 for ~~the~~each ~~conversions~~share of ~~convertible~~Preferred ~~notes~~Stock ~~and~~prior ~~accrued~~to ~~interest~~payment ~~totaling~~being ~~$311,883.~~made to any junior stock.

InConversion: ~~addition,~~The ~~during~~holders ~~the~~of ~~nine~~Preferred ~~months~~Stock ~~ended~~may ~~September~~convert ~~30,~~each ~~2013,~~share ~~the~~into ~~Company~~1 ~~issued~~share ~~9,375,000~~of ~~pledged~~common ~~shares in escrow to TCA as collateral for the securities purchase agreement entered on April 26, 2013~~stock.

~~Further,~~Preemption: ~~the~~The ~~Company~~holders ~~retired 266,666 shares~~ of ~~common~~Preferred ~~stock~~Stock onhave ~~August~~no ~~27,~~preemptive ~~2013~~rights ~~previously issued to Globe~~ and ~~issued~~they ~~100,000~~are ~~shares~~not subject to anfurther ~~investor~~calls ~~for~~or ~~proceeds of $12,500 received in 2012~~assessments.

~~Note~~Voting 13Rights: –The holders of Preferred Stock ~~Options~~are ~~and~~entitled ~~Warrants~~to ~~Outstanding~~125 votes for each share of common stock into which their Preferred Stock is then convertible (currently 1 share), voting together with our common stock as a single class. Cumulative voting is not permitted. Upon conversion of a share of Preferred Stock, each share of common stock issued upon the conversion will be entitled to only one (1) vote per share.

Redemption: There are no redemption or sinking fund provisions applicable to the Preferred Stock.

2014 Common Stock Transactions

During the six months ended June 30, 2014, the Company issued 1,000,000 shares of common stock, valued at $36,000 based on the market price on the grant date, for consulting and legal services and issued 1,288,250 shares of common stock, valued at $33,265 based on the market price on the issuance date, to settle accounts payable and accrued payroll. Also, during the six months ended June 30, 2014, the Company issued 1,000,000 shares of common stock for proceeds of $20,000 in cash for the exercise of options issued to consultants. Additionally, during the six months ended June 30, 2014, the Company issued 40,099,419 shares of common stock for the conversions of convertible notes and accrued interest totaling $345,350. The derivative fair value of $297,819 for the conversion feature of these notes was reclassified on the date of conversion to additional paid-in capital.

Note 12 – Stock Options and Warrants Outstanding

The Company’s 2007 Stock Option Plan, revised July 2011, permits the granting of stock options to its employees, directors, consultants and independent contractors for up to 20 million shares of its common stock. The Company believes that such awards encourage employees to remain employed by the Company and also to attract persons of exceptional ability to become employees of the Company. The plan allows the Company to issue either stock options or common shares.

From time to time, the Company enters into consulting agreements to perform marketing services for the Company as it begins to enter into the production stage for the RevVac™ Safety Syringe. Consultants are obligated under the contract to promote the product within various spheres of influence. These spheres of influence include, but are not limited to, medical product distributors, hospitals, doctors and government agencies.

Consultants are issued options at a discount to the market price at the date of issuance. The amount to be determined for the consulting expense is determined based upon the options issued using the Black-Scholes Model.

During the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, under the terms of the Company’s 2007 Stock Option Plan, 112,~~975~~500,000 options were issued for consulting services exercisable at $0.~~05~~~01 - $0.50 per share. The options have a term of 101 ~~days~~day to ~~one~~1 year and vest upon issuance. The aggregate fair value of these options ~~equal~~of to $5181,~~642~~478 was calculated using the Black-Scholes Model with the following assumptions: (1) discount rate of 0.1009% to 0.1812% (2) expected life of 0.0301 to 1.0609 years (3) expected volatility of ~~163~~199% to ~~215~~285% and (4) zero expected dividends.

The following table summarizes the stock option activity:

	For the nine months ended September 30, 2013
	Number of Shares Under Option			Weighted- average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
	Number of Shares Under Option			Weighted-average Exercise Price
Outstanding at December 31, 2013		5,500,000			0.12		0.36		-
Outstanding at December 31, 2012		12,100,000		$	0.20
Granted		12,500,000			0.01		1.09
Granted		1,975,000			0.17
Exercised		(1,000,000	)		0.02
Exercised		(1,050,000	)		0.09
Forfeited or expired		(500,000	)		0.50
Forfeited or expired		(925,000	)
Outstanding at June 30, 2014		16,500,000			0.03		0.96		-
Outstanding at September 30, 2013		12,100,000			0.20

19At June 30, 2014, there were 6,249,008 warrants outstanding. 4,166,005 of these warrants are exercisable at $0.125 and 2,083,003 are exercisable at $0.25. The warrants exercisable at $0.125 were originally to expire on June 30, 2014, but were modified to expire on September 30, 2014. The warrants exercisable at $0.25 were originally to expire on September 30, 2014, but were modified to expire on December 15, 2014. The Company recorded modification expense of $11,716 for the six months ended June 30, 2014.

The following table summarizes the warrant activity:

	For the nine months ended September 30, 2013
	Number of Shares Under Option			Weighted- average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
	Number of Shares Under Option			Weighted-average Exercise Price
Outstanding at December 31, 2013		6,249,008			0.17		0.34		-
Outstanding at December 31, 2012		2,013,003		$	0.50
Granted		-			-		-
Granted		6,249,008			0.33
Exercised		-			-
Exercised		-
Forfeited or expired		-
Forfeited or expired		(2,013,003	)
Outstanding at June 30, 2014		6,249,008			0.17		0.32		-
Outstanding at September 30, 2013		6,249,008			0.33

~~Note 14 – Earnings (Loss) Per Common Share~~25

~~Basic~~Note ~~net~~13 ~~income~~– ~~(loss)~~Related ~~per~~Party common share is calculated by dividing net income (loss) available to common stockholders for the period by the weighted average shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing the net income (loss) for the period by the weighted average number of common and common equivalent shares outstanding during the period. The calculation of diluted net income (loss) per common share assumes the dilutive effect of stock options, warrants and any other potentially dilutive securities outstanding. During a loss period, the potentially dilutive securities have an anti-dilutive effect and are not included in the calculation of dilutive net income (loss) per common share. For the nine months ended September 30, 2013, potentially issuable shares, including options and warrants to purchase 18,349,008 shares of the Company’s common stock and notes payable convertible to 27,402,673 shares of the Company’s common stock, have been excluded from the calculation. For the nine months ended September 30, 2012, potentially issuable shares, including options and warrants to purchase 20,287,758 shares of the Company’s common stock and notes payable convertible to 10,122,496 shares of the Company’s common stock, have been excluded from the calculation.Transactions

~~Note~~On 15September –1, ~~Related~~2009, ~~Party~~the ~~Transactions~~Company entered into a 5-year lease agreement with Osprey South, LLC (“Osprey”), to lease its corporate office space at 670 Marina Drive, Suite 301, Building F, Charleston, South Carolina, 29492. Pursuant to the lease agreement, the Company was to pay Osprey $4,500 per month. On July 1, 2011, the Company amended the lease agreement to include the office space adjacent to the existing office space. Under the amended lease agreement, the lease term ends on June 30, 2016, and the Company is to pay Osprey $10,000 per month. Rondald L. Wheet, the Company’s Chairman and Chief Executive Officer, is the sole member of Osprey. Rent expense to Osprey was $60,000 and $60,000 for the six months ended June 30, 2014 and 2013, respectively. Rent payable to Osprey was $81,662 and $112,962 as of June 30, 2014 and December 31, 2013, respectively. On July 1, 2014, the Company moved into a new location at 1124 Park West Drive, Mt. Pleasant, South Carolina. The lease for the new location was with a third party.

OnThe ~~September~~following 1,table ~~2009,~~sets ~~the~~forth ~~Company~~amounts ~~entered~~owed ~~into~~by ~~a 5-year lease agreement with Osprey South, LLC (“Osprey”), to lease its corporate office space at 670 Marina Drive, Suite 301, Building F, Charleston, South Carolina, 29492. Pursuant to~~ the ~~lease agreement, the~~ Company ~~was~~ to ~~pay~~its ~~Osprey~~executive ~~$4,500~~officers ~~per~~for ~~month. On~~expenses ~~July~~paid 1,by ~~2011,~~said ~~the~~officers ~~Company amended the lease agreement to include the office space adjacent to the existing office space. Under the amended lease agreement, the lease term ends~~ on ~~July~~behalf ~~1, 2016, and the Company is to pay Osprey $10,000 per month. Rondald L. Wheet, our Chairman and Chief Executive Officer, is the sole member~~ of ~~Osprey. For each of~~ the ~~nine months ended September 30, 2013 and 2012, the~~ Company ~~expensed $90,000 in lease payments to Osprey. Rent payable to Osprey was $82,962 and $19,761~~ as of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012, respectively. Future minimum lease payments due under the amended lease totaled approximately $330,000 at September 30,~~ 2013.

The following table sets forth amounts owed by the Company to its executive officers listed therein for expenses paid by said officers on behalf of the Company as of September 30, 2013 and December 31, 2012.

	June 30, 2014		December 31, 2013
Stephen Wheet, Director of Sales	$	3,205	$	9,890
Ron Wheet, Chief Executive Officer		9,579		-
Vincent Olmo, Chief Operating Officer		1,443		942
	$	14,227	$	10,832

	September 30, 2013		December 31, 2012
Rondald L. Wheet, Chief Executive Officer	$	81,834	$	32,502
Stephen Wheet, Director of Sales		8,620		-
Vincent Olmo, Chief Operating Officer		3,057		9,194
	$	93,511	$	41,696

The Company also had a convertible note payable to Mr. Olmo with principal amount of $75,000 and accrued interest of $11,613 at June 30, 2014. The note accrued interest at 8% and is currently in default.

~~The~~Note ~~Company~~14 ~~also~~– ~~had~~Subsequent ~~a convertible note payable to Mr. Olmo with principal amount of $75,000 at September 30, 2013 and $12,500 advance from shareholder at December 31, 2012.~~Events

20On July 29, 2014, the Company issued a convertible promissory note to KBM Worldwide for proceeds of $30,500. The note is convertible to the Company's common stock at a conversion price equal to the greater of (1) 53% multiplied by the average of the lowest three trading prices for the Company's common stock during the 10 trading day period ending on the latest completed trading day prior to the conversion date (2) a fixed conversion price of $0.00005 per share.

~~NOTE 16 – Restatement~~26

The Company restated its statements of operations and cash flows for the three and nine months ended September 30, 2012 to reflect the following adjustments:

• The increase in cost of goods sold of $313,437 for the loss on firm purchase commitment with Yeso-med.

• The increase in payable for estimated penalties of $60,755 related payroll tax liabilities.

• The increase in consulting fees of $34,860 for business development.

• The increase in indemnification expense of $31,974 related to the revaluation of the shares held to indemnify the Company’s former CEO for the payment of penalties and interest agreed to in settlement of a case brought by the SEC against the Company and its former CEO.

• The increase of stock compensation expense of $219,409 to properly value the shares issued for consulting services.

• The decrease of $13,248 amortization expense to properly amortize the patent costs.

• The increase of interest expense of $331,096 related to the amortization of beneficial conversion feature of certain convertible notes issued.

The impact of the reclassifications and prior period adjustments on the accompanying statement of operations for the three and nine months ended September 30, 2012 is as follows:

For the three months ended September 30, 2012:

	As Originally Reported			Change			As Restated
Cost of goods sold	$	219		$	313,437		$	313,656
General and administrative expenses		826,489			126,460			952,949
Depreciation and amortization		28,341			(4,416	)		23,925
Interest expense		411,659			78,037			489,696
Net loss attributable to common shareholders		1,311,664			512,540			1,824,204
Income per common share - basic and diluted		(0.02	)					(0.03	)

For the nine months ended September 30, 2012:

	As Originally Reported			Change			As Restated
Cost of goods sold	$	9,200		$	313,437		$	322,637
General and administrative expenses		3,017,340			346,997			3,364,338
Depreciation and amortization		67,136			(13,248	)		53,888
Interest expense		1,198,603			331,096			1,529,699
Net loss attributable to common shareholders		4,204,031			978,282			5,182,313
Income per common share - basic and diluted		(0.07	)					(0.09	)

The impact of the reclassifications and prior period adjustments on the accompanying statement of cash flows for the nine months ended September 30, 2012 is as follows:

	As Originally Reported			Change			As Restated
Net cash used in operating activities	$	(3,248,040	)	$	1,601,145		$	(1,646,895	)
Net cash used in investing activities		(15,392	)		(14,929	)		(30,321	)
Net cash provided by financing activities		3,259,661			(1,586,216	)		1,673,445

NOTE 17 – Subsequent Events

On October 10, 2013, the Company issued 1,025,000 shares of common stock to settle a payable in the amount of $30,750.

On October 15, 2013, the Company issued 3,518,072 shares of common stock to Asher for the conversion of a note payable.

On October 21, 2013, the Company issued 1,429,454 shares to Carebourn Capital for the conversion of a note payable.

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

This quarterly report on Form 10-Q and other reports filed by Revolutions Medical Corporation (“we,” “us,” “our,” or the “Company,” or “Revolutions Medical”) from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

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

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates.

Plan of Operations

The Company has begun sales of its 3ml RevVac™ safety syringe through introducing and signing distributors, advertisements through its online sales program, attendance at numerous industry trade shows and direct marketing campaigns. The Company expects to be in full scale production byin ~~third~~second quarter of ~~2014~~2015 for its ~~1ml~~, 5ml and 10ml RevVac™ safety syringes. and third quarter for its 1ml size When all sizes of the RevVac™ safety syringe are in production, the Company believes that it can ship a total of 50 million RevVac™ safety syringes for the following twelve month period. ~~As of September 30, 2013, the Company has received $106,690 for an international sales order from one of its distributors.~~

This RevVac™ safety syringe uses vacuum technology to retract the needle into the plunger after use. The syringe cannot be reused once the vacuum is activated. Revolutions Medical believes its safety syringe has many advantages over its competition including price, ease of use and safety. It should virtually eliminate accidental needle stick injuries and also aid in reducing the spread of contagious diseases. The Company also believes that with the help of government regulatory initiatives and individual state law reforms that the safety syringe market will grow in the foreseeable future domestically and internationally.

22The Company has developed a new vacuum auto retraction design which it believes will address the growing prefilled safety syringe market. This new design is proprietary and the Company has filed for patent protection. The Company expects to begin prototypes of the new prefilled syringe this year and have samples in 2015.

The Company is working on developing, enhancing and securing its proprietary MRI software tools for commercial launch. The Company believes that once clinical application validations using its MRI software suite of products including RevColor™, RevDisplay™ and Rev3D™ directed at concussions, stroke, Alzheimer’s and breast disease are achieved, such products could eventually aid in the enhanced diagnosis, detection, and monitoring of such diseases and afflictions.

Results of Operations

For the three months ended ~~September~~June 30, ~~2013~~2014 compared to the three months ended ~~September~~June 30, ~~2012~~2013

Revenues

During the three months ended ~~September~~June 30, ~~2013~~2014, the Company had $~~2,363~~0 in revenues ~~as it began making sales of the RevVac™ safety syringe to its domestic and international distributors~~. The Company had $~~349~~1,791 in revenue for the ~~third~~second quarter of ~~2012~~2013.

Loss on firm purchase commitment

For the three months ended ~~September~~June 30, ~~2013~~2014, the Company incurred $~~493~~480,~~328~~914 in loss on firm purchase commitment. For the same period in ~~2012~~2013, the Company incurred $~~313~~491,~~437~~938 in loss on firm purchase commitment. The loss was related to a 5-year agreement with Wuxi Yushou Medical Appliance Co., Ltd (“Yeso-med”) entered on December 1, 2011 which provides that commencing from the date that Yeso-med demonstrates to the Company’s satisfaction that it has the capacity to commence regular production of the syringes in the 3ml size in the minimum amount of at least 2,500,000 units per month, the Company will place orders of at least 2,500,000 units per month for the term of this agreement. In July 2012, Yeso-med met the capacity requirement. However, the Company has not yet placed any orders after July 2012.

General and Administrative Expenses

During the three months ended ~~September~~June 30, ~~2013~~2014, the Company incurred $~~480~~311,~~460~~259 in general and administrative expenses, compared to $~~952~~576,~~949~~856 for the same period in ~~2012~~2013. ~~The~~Salaries ~~Company~~and ~~incurred~~wages ~~$3,405~~for ~~in compensation costs related to the issuance of options to~~ officers and directors for the three months ended ~~September~~June 30, ~~2013.~~2014, ~~Compensation~~totaled ~~cost~~$138,030, ~~related~~compared to ~~the issuance of options to officer and directors totaled $94~~176,~~115~~804 for the same period in ~~2012~~2013.

Further contributing to the decrease in general and administrative expenses was a decrease of approximately $~~257~~292,~~000~~189 in consulting agreement fees and legal fees for the three months ended ~~September~~June 30, ~~2013~~2014 as compared to the same three month period in ~~2012~~2013. The decrease in consulting fees was partly due to the decrease in expenses for individual consulting agreements for business development. The decrease in legal fees was due primarily to decreased expenses for SEC attorney fees and contract attorney fees. In addition, the Company incurred a $100,000 investment banking fee for the three months ended September 30, 2012 for failure to use the equity line of credit established by TCA Global Credit Master Fund, LP in 2012. No investment banking fees were incurred by the Company in the comparable current year period.

Interest expense

Interest expenses ~~decreased~~increased to $~~207~~261,~~414~~432 for the three months ended ~~September~~June 30, ~~2013~~2014, compared to $~~489~~149,~~696~~314 for the same period in ~~2012~~2013. This ~~decrease~~increase is due primarily to ~~the~~additional ~~conversion~~notes issued and interest incurred on issuance of convertible ~~notes~~debt ~~into~~for ~~shares~~the excess of the ~~Company’s~~value ~~common~~of ~~stock~~derivative ~~during~~–note ~~the~~conversion ~~fourth~~feature ~~quarter~~on ofthe ~~2012~~issuance ~~and~~date over the ~~nine~~ ~~months~~principal ~~ended~~of ~~September~~the ~~30, 2013~~notes.

Gain (or loss) on change in fair value of derivative liabilities

The Company had a ~~gain~~loss of $~~283~~19,~~382~~426 on the change in fair value of derivative liabilities for the three months ended ~~September~~June 30, ~~2013~~2014, compared to a $30202,~~931~~794 ~~loss on the change in fair value of derivative liabilities~~ for the same prior year period. The change primarily resulted from the fluctuation of the Company’s stock price.

Other Income (Expense), Net

The Company had other income of $122,700 for the three months ended June 30, 2014, compared to $0 for the same prior year period. The change primarily resulted from the cash received from a settlement with MIG.

Net Loss

Net loss for the three months ended ~~September~~June 30, ~~2013~~2014 was $~~925~~973,~~666~~995 compared to $1,~~824~~476,~~205~~614 for the same period in ~~2012~~2013 mainly due to the decrease of ~~convertible debt interest expenses,~~ consulting ~~fees~~ and ~~employee~~legal ~~option~~fees ~~compensation expenses while cost of goods sold increased~~ in the three months ended ~~September~~June 30, ~~2013~~2014 compared to the same period in ~~2012~~2013. In addition, the net loss for the three months ended ~~September~~June 30, ~~2013~~2014 decreased as compared to the same prior year period is also attributable to the gain on the change in fair value of the Company’s derivative liabilities ~~compared to a loss on the change in fair value for the same prior year period~~.

2328

For the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013

Revenues

~~For~~During the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, the Company ~~recorded~~had ~~revenue of~~ $5,~~454~~048 in revenues as it began making sales ~~to its domestic and international distributors to assist in the introduction~~ of the RevVac™ safety syringe to ~~primary~~its ~~care,~~domestic ~~ambulatory care~~ and ~~governmental~~international ~~markets~~distributors. ~~Revenue~~The ~~for~~Company ~~the~~had ~~nine~~$3,091 ~~months~~in ~~ended~~revenue ~~September~~for ~~30,~~the ~~2012~~second ~~totaled~~quarter ~~$1,189~~of 2013.

Loss on firm purchase commitment

For the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, the Company incurred $1940,~~469,357~~894 in loss on firm purchase commitment. For the same period in ~~2012~~2013, the Company incurred $~~313~~976,~~437~~029 in loss on firm purchase commitment. The loss was related to ~~the~~a 5-year agreement with Wuxi Yushou Medical Appliance Co., Ltd (“Yeso-med”) entered on December 1, 2011 which provides that commencing from the date that Yeso-med demonstrates to the Company’s satisfaction that it has the capacity to commence regular production of the syringes in the 3ml size in the minimum amount of at least 2,500,000 units per month, the Company will place orders of at least 2,500,000 units per month for the term of this agreement. In July 2012, Yeso-med met the capacity requirement. However, the Company has not yet placed any orders after July 2012.

General and Administrative Expenses

~~For~~During the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, the Company incurred $2742,~~144,070~~889 in general and administrative expenses, compared to $31,~~364~~663,~~338~~610 for the same period in ~~2012~~2013. ~~Compensation~~Salaries ~~cost~~and ~~related~~wages tofor ~~the issuance of options to~~ officers and directors ~~during~~for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, ~~and 2012~~ totaled $~~114~~267,~~168~~303, ~~and~~compared ~~$664~~to 367,~~846,~~636 ~~respectively~~for the same period in 2013.

Further, contributing to the decrease in general and administrative expenses was a decrease of approximately $~~573~~533,~~000~~162 in consulting agreement fees and legal fees for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 as compared to the same ~~nine~~six month period in ~~2012~~2013. The decrease in consulting fees was partly due to the decrease in expenses for individual consulting agreements for business development. The decrease in legal fees was due primarily to decreased expenses for SEC ~~and contract~~ attorney fees and ~~legal~~contract ~~fees~~attorney ~~related to the issuance of convertible debt~~fees.

Interest expense

Interest expenses ~~decreased~~increased to $~~474~~519,~~098~~972 for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, compared to $1266,~~529,699~~684 for the same period in ~~2012~~2013. This ~~decrease~~increase is due primarily to ~~the~~additional ~~conversion~~notes issued and interest incurred on issuance of convertible ~~notes~~debt ~~into~~for ~~shares~~the excess of the ~~Company’s~~value ~~common~~of ~~stock~~derivative ~~during~~–note ~~the~~conversion ~~fourth~~feature ~~quarter~~on ofthe ~~2012~~issuance ~~and the nine~~date ~~months~~over ~~ended~~the ~~September~~principal ~~30,~~of ~~2013~~the notes.

Gain or loss on change in fair value of derivative liabilities

The Company had a gain of $216,605 on the change in fair value of derivative liabilities for the six months ended June 30, 2014, compared to a loss of $129,898 for the same prior year period. The change primarily resulted from the fluctuation of the Company’s stock price.

Other Income (Expense), Net

The Company had other income of $122,700 for the three months ended June 30, 2014, compared to other expense of $753 for the same prior year period. The change primarily resulted from the cash received from a settlement with MIG.

Net Loss

Net loss for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 was $41,~~048~~903,~~052~~455 compared to $53,~~182~~122,~~314~~386 for the same period in ~~2012,~~2013 mainly due to the decrease of ~~convertible debt interest expenses,~~ consulting ~~fees,~~and legal fees and employee option compensation expenses ~~while~~in ~~expenses~~the ~~for~~six ~~cost~~months ofended ~~goods~~June ~~sold~~30, ~~increased~~2014 compared to the same period in 2013. In addition, the ~~nine~~net loss for the six months ofended ~~2013~~June 30, 2014 decreased as compared to the same prior year period is also attributable to the gain on the change in ~~2012~~fair value of the Company’s derivative liabilities.

Liquidity and Capital Resources

As of ~~September~~June 30, ~~2013~~2014, the Company did not have and currently does not have sufficient cash on hand to pay present obligations as they become due. In addition, due to current economic conditions and the Company’s related risks and uncertainties, there is no assurance that we will be able to raise additional capital on acceptable terms, if at all, to meet our current obligation over the next 12 months. Because of the foregoing, there is substantial doubt about our ability to continue as a going concern.

24Net cash used for operating activities for the six months ended June 30, 2014 and 2013, was $213,307 and $490,272, respectively. The net loss for the six months ended June 30, 2014 and 2013, was $1,903,455 and $3,122,386, respectively. This decrease is primarily attributable to the decreased expense related to legal expenses, consulting fees, other compensation expenses.

WeNet ~~used~~ cash ofused ~~approximately~~for ~~$495,842~~investing ~~in operating~~ activities for the ~~nine~~six months ended ~~September~~June 30, ~~2013.~~2014 ~~These~~and ~~cash~~2013 ~~flows~~was ~~included net loss of~~ $~~4 million~~7,637 ~~net non-cash items including depreciation,~~ and ~~amortization~~$5, ~~amortization of debt discounts~~982, ~~stock-based~~respectively. ~~compensation,~~The ~~stock~~cash ~~options~~used ~~and~~for ~~warrants~~investing ~~modification~~activities ~~expense, loss on extinguishment of debt and change~~ in the ~~fair~~first ~~value~~six ofmonths ~~derivative liabilities~~ of ~~approximately~~2014 ~~$1.2~~and ~~million.~~2013 ~~The~~is ~~balance~~a result of ~~the~~legal ~~cash~~expenses ~~used~~related into ~~operating~~patent ~~activities~~fees isand ~~primarily~~annuities ~~due~~for to the ~~increase~~RevVac™ insafety ~~the payable to Yeso-med~~syringe.

Net cash ~~used~~obtained ~~for~~through ~~investing~~all financing activities for ~~the~~six ~~nine~~ months ended ~~September~~June 30, 2014 and 2013 was $21236,~~810~~900 and $497,500, respectively. We ~~The~~issued ~~cash~~stock ~~used~~options and/or common stock when it was acceptable to third parties for ~~investing~~services ~~activities~~rendered in assisting us in the ~~first~~product ~~nine~~distribution ~~months~~and marketing process. Proceeds from the issuance of common stock through cash-exercise of stock warrants were $20,000 for the six months ended June 30, 2014 as compared to $95,000 for the six months ended June 30, 2013. This decrease is due primarily to a ~~result~~decrease in consulting agreements and the options exercised under the terms of ~~legal~~these ~~expenses~~agreements. ~~related~~Proceeds tofrom ~~patent~~issuance ~~development~~of notes for cash were $216,900 for the ~~RevVac™~~six ~~safety~~months ~~syringe.~~ended June 30, 2014 as compared to $402,500 for the six months ended June 30, 2013.

~~Net~~The ~~cash~~following ~~obtained~~table ~~through~~summarizes ~~all~~total ~~financing~~current ~~activities for nine months ended September 30~~assets, ~~2013~~liabilities ~~was $520,970. In order to fund the completion of the RevVac™ safety syringe production molds, we issued stock options~~ and~~/or~~ ~~common~~working ~~stock~~capital ~~when~~at itJune was acceptable to third parties for services rendered in assisting us in the product distribution and marketing process. Proceeds from the issuance of common stock through cash-exercise of stock options and warrants were $100,000 for the nine months ended September 30, ~~2013. Proceeds from issuance of notes for cash were $472~~2014,~~500~~ ~~for~~compared ~~the~~to ~~nine~~December ~~months ended September 30~~31, 2013.

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

	June 30, 2014			December 31, 2013			Increase/ (Decrease)
Current Assets	$	303,019		$	282,428		$	20,591
Current Liabilities	$	8,986,436		$	7,924,434		$	1,062,002
Working Capital Deficit	$	(8,683,417	)	$	(7,642,006	)	$	1,041,411

	September 30, 2013			December 31, 2012			Increase/ (Decrease)
Current Assets	$	325,603		$	326,704		$	(1,101	)
Current Liabilities	$	6,737,864		$	4,406,551		$	2,331,313
Working Capital Deficit	$	(6,412,261	)	$	(4,079,847	)	$	(2,332,414	)

As of June 30, 2014, we had a working capital deficit of $8,683,417, as compared to a working capital deficit of $7,642,006 as of December 31, 2013, an increase of $1,041,411. Factors contributing to the increase in current liabilities include an increase in accounts payable due to the take or pay costs according to the terms of the manufacturing agreement signed with Yeso-med in December 2011, increase in accrued salary to officers for compensation, and increase in estimated payroll liabilities.

As of September 30, 2013, we had a working capital deficit of $6,412,261, as compared to a working capital deficit of $4,079,847 as of December 31, 2012, an increase of $2,332,414. Current assets decreased primarily due to a decrease in inventory of $3,492. Factors contributing to the increase in current liabilities include an increase in accounts payable due to the take or pay costs according to the terms of the manufacturing agreement signed with Yeso-med in December 2011.

Our estimated working capital requirement for the next 12 months is $2.7 million with an estimated burn rate of $225,000 per month.

The Company secured a credit facility with TCA Global Credit Master Fund, LP on May 1, 2013. On June 11, 2013, the Company entered into an Investment Agreement with KVM Capital Partners who commits to purchase up to $1.5 million of the Company’s common stock over a period of 36 months. The Company continues to search for additional financing to generate the liquidity necessary to continue operations and sales growth until a time when revenue generated from sales of current products can fund operations.

Due to current economic conditions and the Company’s risks and uncertainties, there is no assurance that we will be able to raise any additional capital on acceptable terms, if at all. The Company does not currently generate significant cash from operations but does have access to a credit facility as noted above to finance additional domestic sales if an S-1 registration statement filed by Company is declared effective; however, the Company does expect an increase in product sales in the third and fourth quarter of ~~2013 and~~ 2014. Over the next 12 months, in order to implement our business plan and meet our liquidity needs going forward, the Company may sell shares of its common stock, issue additional convertible debt notes or permit warrant exercises. We presently have 250,000,000 shares of common stock authorized, of which 99150,~~716~~426,~~508~~703 shares were issued and outstanding as of ~~September~~August 3029, ~~2013~~2014. If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. If adequate funds are not available to us on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy. As such, there is substantial doubt about our ability to continue as a going concern if sales of the RevVac™ safety syringe do not increase significantly to pay current obligations.

2530

Expected Significant Changes in the Number of Employees

The Company expects to hire between 3 to 7 additional office personnel to assist with operations as sales continue with the 3ml RevVac™ safety syringe.

Off-Balance Sheet Arrangements

As of ~~September~~June 30, ~~2013~~2014, the Company had no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s principal executive officer (“PEO”) and principal financial officer (“PFO”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, the PEO and PFO concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the PEO and PFO, as appropriate, to allow timely decisions regarding required disclosure. The ineffective determination was ~~main~~mainly due to the material weakness identified in in our Annual Report on Form 10-K/A for the year ended December 31, ~~2012~~2013, filed with the SEC on ~~May~~April 814, ~~2013~~2014.

(b) Changes in Internal Control over Financial Reporting

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Other than the matters previously outlined and those disclosed in our Annual Report on Form 10-K ~~and Form 10-K/A~~ for the fiscal year ended December 31, ~~2012, as filed with the SEC on May 2,~~ 2013 ~~and May 8~~, ~~2013, respectively, and/or our Quarterly Report on Forms 10-Q and 10-Q/A for the quarter ended June 30, 2013,~~ as filed with the SEC on ~~August~~April 1914, ~~2013 and August 22~~2014, ~~2013, respectively,~~ there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect, and there have been no material developments (other than noted above) with respect to any such legal proceedings since the end of the second quarter of ~~2013~~2014.

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K/A for the year ended December 31, ~~2012~~2013, filed with the SEC on ~~May~~April 814, ~~2013~~2014.

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

Other than those securities issued and listed below, or otherwise reported in a current report on Form 8-K, the Company did not issue any securities during the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014:

During the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, the Company issued 72,~~767~~288,~~749~~250 shares of common stock with a total value of $~~864~~69,~~370~~265 for consulting ~~services, director fees, financing related fees~~ and ~~for~~legal ~~wages and consulting fees accrued in 2012~~services.

Also, during the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, the Company received $~~100~~20,000 cash for the exercise of warrants ~~and options~~ for 1,~~150~~000,000 shares of common stock.

Also, during the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, the Company issued 840,~~805~~099,~~519~~419 shares of common stock for the conversions of convertible notes and accrued interest totaling $~~311~~345,~~883~~350.

In addition, during the nine months ended September 30, 2013, the Company issued 9,375,000 pledged shares in escrow to TCA as collateral for the securities purchase agreement entered on April 26, 2013.

Further, the Company retired 266,666 shares of common stock on August 27, 2013 previously issued to Globe and issued 100,000 shares to an investor for $12,500 proceeds received in 2012.

All sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, we believe that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

Item 6. Exhibits.

Exhibit No.		Description
31.1		Certification by the Principal Executive Officer and Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). *
31.2		Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). *
32.1		Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
32.1		Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101.INS		XBRL Instance Document
32.2		Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101.SCH		XBRL Taxonomy Extension Schema
101.INS		XBRL Instance Document*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.SCH		XBRL Taxonomy Extension Schema*
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.CAL		XBRL Taxonomy Extension Calculation Linkbase*
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase*

*● The certification attached as Exhibit 32.1 accompanying this Quarterly Report on Form 10-Q is being furnished and is not deemed filed ~~herewith~~with the Securities and Exchange Commission.

2732

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.

	REVOLUTIONS MEDICAL CORPORATION		~~REVOLUTIONS MEDICAL CORPORATION~~
Date: November 19, 2013				By: /s/ Rondald Wheet
Date: August 29, 2014
				Name: Rondald Wheet
	By:	/s/ Rondald Wheet
				Title: Chief Executive Officer (Principal Executive Officer) (Principal Financial Officer) (Principal Accounting Officer)
	Name:	Rondald Wheet
	Title:	Chief Executive Officer (Duly Authorized, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

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