Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

REVOLUTIONS MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

3841

73-1526138

(State or other jurisdiction

of incorporation)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

~~670~~1124 ~~Marina~~Park ~~Drive~~West Blvd. Suite #102 Mount Pleasant, ~~3rd~~SC ~~Floor~~29466 (843) 971-4848 (Address and telephone number of registrant’s principal executive offices and principal place of business)

~~Charleston~~The Corporation Trust Company of Nevada One East First Street Reno, SCNevada ~~29492~~89501 Tel No.: (775) 688-3061 (Name, Address and Telephone Number of Agent for Service)

(843) 971-4848

(Address and telephone number of registrant’s principal

executive offices and principal place of business)

The Corporation Trust Company of Nevada

One East First Street

Reno, Nevada 89501

Tel No.: (775) 688-3061

(Name, Address and Telephone Number of Agent for Service)

Communication Copies to:

~~Lucosky~~Gregg ~~Brookman~~E. ~~LLP~~Jacin, Esq.

33Szaferman ~~Wood~~Lakind ~~Avenue~~Blumstein ~~South~~& Blader, ~~6th Floor~~PC

~~Iselin,~~101 ~~New~~Grovers ~~Jersey~~Mill ~~08830~~Road, Suite #200

~~Fax~~Lawrenceville, ~~No.~~NJ ~~(732) 395-4401~~08648

Tel. No.: (609)-275-0400

Fax No. (609) 557-0969

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

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

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

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

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

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

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

CALCULATION OF REGISTRATION FEE

Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Aggregate Offering Price per share			Proposed Maximum Aggregate Offering Price		Amount of Registration fee (1)
Common Stock, $0.001 par value per share		76,~~000~~204,~~000~~090	$	0.3002	(2)	$	2124,~~100,000~~082	$	~~240~~15.6698
Common Stock, $0.001 par value per share, issuable upon the exercise of certain outstanding warrants		800,000	$	0.25	(3)	$	200,000	$	22.92
Common Stock, $0.001 par value per share		8,000,000	$	0.02	(2)	$	160,000	$	20.61
Common Stock, $0.001 par value per share, issuable upon the exercise of certain outstanding warrants		~~400~~4,~~000~~166,005	$	0.50125	(43)	$	~~200~~520,~~000~~751	$	2267.9207
Total		8,200,000	$	—		$	2,500,000	$	286.50
Common Stock, $0.001 par value per share, issuable upon the exercise of certain outstanding warrants		2,083,003	$	0.25	(4)	$	520,751	$	67.07
Total		20,453,098	$	-		$	1,325,584	$	170.73	(5)

(1) We are registering 7(i) 14,~~600~~204,~~000~~090 shares of ~~our~~the Company’s common stock, ~~including~~par ~~(i)~~value 7$0.001 per share, including 8,000,000 shares of our common stock (the “Put Shares”) that we ~~will~~may put to ~~TCA~~KVM ~~Global~~Capital ~~Credit~~Partners ~~Master Fund, LP, a Cayman Islands limited partnership~~ (“~~TCA~~KVM”), pursuant to aan ~~committed~~investment ~~equity facility~~ agreement (the “~~Equity~~Investment Agreement”) between ~~TCA~~KVM and the registrant entered into on ~~December~~September 2915, ~~2012,~~2014; and (ii) ~~and 1~~6,~~200~~249,~~000~~008 shares underlying warrants issued to certain warrant holders (the “Warrant Shares”). In the event of stock splits, ~~and~~stock ~~together~~dividends, ~~with~~or similar transactions involving the ~~Put~~common ~~Shares~~stock, the number of common shares registered shall, unless otherwise expressly provided, automatically be deemed to cover the additional securities to be offered or issued pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “~~Shares~~Securities Act”).

In ~~the~~(2) The ~~event of~~offering ~~stock~~price ~~splits,~~of ~~stock~~$0.02 ~~dividends,~~per orshare ~~similar~~is ~~transactions~~calculated ~~involving~~based upon the ~~common~~closing ~~stock,~~market ~~the~~price ~~number~~ of ~~common~~the ~~shares~~Company’s ~~registered~~common ~~shall, unless~~stock ~~otherwise~~on ~~expressly~~March ~~provided~~24, ~~automatically~~2014 beas ~~deemed~~reported toon ~~cover~~ the ~~additional~~OTC ~~securities~~Markets toOTCQB bequotation ~~offered or issued pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended~~ system (the “~~Securities Act~~OTCQB”). In the event that adjustment provisions of the Equity Agreement require the Company to issue more shares than are being registered in this registration statement, for reasons other than those stated in Rule 416 of the Securities Act, the Company will file a new registration statement to register those additional shares.

(23) This offering price ~~has~~per ~~been~~share ~~estimated~~of ~~solely~~$0.125 ~~for~~is calculated based upon the ~~purpose~~price ofat ~~computing~~which the ~~amount~~warrants ofor ~~the~~rights ~~registration~~may ~~fee~~be inexercised ~~accordance~~pursuant ~~with~~to Rule 457(cg)(1) of the Securities Act ~~on the basis of the average of the low and high bid price of common stock of the Company as reported on the OTC Markets OTCQB (the “OTCQB”) on February 10, 2012~~.

(34) This offering price per share of $0.25 is calculated based upon the price at which the warrants or rights may be exercised pursuant to Rule 457(g)(1) of the Securities Act ~~of 1933, as amended~~.

(45) ~~This offering~~ ~~price~~Previously ~~per share of $0~~paid.50 ~~is calculated based upon the price at which the warrants or rights may be exercised pursuant to Rule 457(g)(1) of the Securities Act of 1933, as amended.~~

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED ~~FEBRUARY~~SEPTEMBER 14__, ~~2012~~ 2014

REVOLUTIONS MEDICAL CORPORATION

820,~~200~~453,~~000~~098 Shares of Common Stock

This prospectus relates to the resale of 720,~~600~~453,~~000 Shares~~098 shares of our common stock, par value $0.001 per share, byincluding ~~the~~(i) ~~selling~~14,204,090 ~~security~~shares ~~holders~~of common stock (the “~~Selling~~Common ~~Security Holders~~Shares”), including ~~(i) 7~~8,000,000 ~~Put~~shares ~~Shares~~issuable ~~that~~to weKVM ~~will~~(defined ~~put~~below) toand ~~TCA~~(ii) ~~pursuant~~6,249,008 toshares ~~the~~of ~~Equity~~common ~~Agreement~~stock ~~and~~underlying certain outstanding warrants (~~ii)~~the 1“Warrant Shares”,~~200~~ and,~~000~~ ~~Warrant~~together with the Common Shares, the “Shares”), by the selling security holders (the “Selling Security Holders”).

~~The~~ ~~Equity~~This ~~Agreement with~~prospectus ~~TCA~~relates ~~provides~~to ~~that,~~the ~~for~~resale aof ~~period~~up to 8,000,000 of ~~twenty-four~~the Common Shares, issuable to KVM Capital Partners (24“KVM”), ~~months~~a ~~commencing~~selling onstockholder ~~the~~pursuant ~~effective~~to ~~date~~a of“put right” under an investment agreement (the ~~registration~~“Investment ~~statement~~Agreement”), ~~TCA~~ isdated ~~committed~~September 15, 2014, that we entered into with KVM. The Investment Agreement permits us to ~~purchase~~“put” up to one million five hundred thousand dollars ($21,~~000~~500,000) in shares of our common stock. Weto ~~may~~KVM ~~draw~~over ona ~~the~~period ~~facility~~of ~~from~~up ~~time~~ to ~~time~~thirty-six (36) months or until $1,500,000 asof ~~and~~such ~~when~~shares ~~we determine~~have ~~appropriate~~been in“put.” ~~accordance~~We ~~with~~will not receive any proceeds from the ~~terms~~resale ~~and~~of ~~conditions~~these shares of common stock. However, we will receive proceeds from the ~~Equity~~sale ~~Agreement.~~of ~~The~~securities ~~7,000,000 Put~~pursuant ~~Shares~~to ~~included~~our inexercise of this ~~prospectus~~put ~~represent~~right aoffered ~~portion~~by ofKVM. ~~the~~KVM ~~shares~~will ~~issuable~~bear toall ~~TCA~~costs ~~under~~associated ~~the~~with ~~Equity~~this ~~Agreement~~registration, except for accounting fees and expenses.

~~TCA~~KVM is an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) in connection with the resale of our common stock under the ~~Equity~~Investment Agreement. No other underwriter or person has been engaged to facilitate the sale of shares of our common stock in this offering. ~~TCA~~KVM will pay usa ~~ninety~~discount of twenty-~~five~~two and one half percent (9522.5%) of the ~~lowest~~average ~~daily~~of ~~volume~~the ~~weighted~~three ~~average~~lowest ~~price~~closing ofbids for the Company’s common stock ~~for~~during the ~~five~~seven (57) consecutive trading days ~~after~~prior to the date the Company delivers to ~~TCA~~KVM ana ~~advance~~put notice in writing requiring ~~TCA~~KVM to ~~advance~~purchase ~~funds~~shares from the Company (ana “~~Advance~~Put”) ~~to the Company~~, subject to the terms of the ~~Equity~~Investment Agreement.

WeThe ~~will~~selling ~~not~~stockholder ~~receive~~may ~~any~~offer ~~proceeds~~all ~~from~~or ~~the~~part ~~sale~~ of ~~these~~the Shares ~~offered~~for byresale ~~TCA.~~from ~~However~~time to time through public or private transactions, weat ~~will~~either ~~receive~~prevailing ~~proceeds~~market ~~from~~prices ~~the~~or ~~sale~~at ofprivately ~~our~~negotiated ~~Shares~~prices. ~~under~~KVM is paying all of the ~~Equity~~registration ~~Agreement.~~expenses ~~The~~incurred ~~proceeds will~~in beconnection ~~used~~with ~~for~~the ~~working~~registration ~~capital~~of orthe ~~general~~Shares ~~corporate~~except ~~purposes.~~for Weaccounting fees and expenses and we will ~~bear~~not ~~all~~pay ~~costs~~any ~~associated~~of ~~with~~the ~~this~~selling ~~registration~~commissions, brokerage fees and related expenses.

Our common stock is currently quoted on the OTCQB under the symbol “RMCP.” A broker-dealer has filed a Form 211 Application on the Company’s behalf in order to obtain a quotation on the Over-the-Counter Bulletin Board (the “OTCBB”). The Company expects to obtain FINRA approval prior to this registration statement being declared effective. The Shares registered hereunder will be offered for sale by TCA at prices established on the OTCBB during the term of this offering. On ~~February~~ 10August 19, ~~2012~~2014, the closing price as reported on the OTCQB was $0.3001 per share. These prices will fluctuate based on the demand for our common stock. ~~See “Recent Developments”.~~

This investment involves a high degree of risk. You should purchase shares only if you can afford a complete loss. See “Risk Factors” beginning on page 117.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is_________, ~~2012~~ 2014

TABLE OF CONTENTS

	Page
Prospectus Summary	65
Summary Financial Data	107
Risk Factors	117
Forward-Looking Statements	2723
Use of Proceeds	2723
Selling Security Holders	2724
Plan of Distribution	2926
Description of Securities to be Registered	3128
Description of Business	32
Interests of Named Experts and Counsel	29
Description of Business	29
Description of Property	38
Legal Proceedings	38
Market for Common Equity and Related Shareholder Matters	3841
Penny Stock Rules	3942
Management’s Discussion and Analysis of Financial Condition and Results of Operations	4043
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	47
Directors, Executive Officers, and Corporate Governance	4748
Executive Compensation	5051
Security Ownership of Certain Beneficial Owners and Management	5255
Transactions with Related Persons, Promoters, and Certain Control Persons	5255
Additional Information	53
Material Changes	55
Indemnification for Securities Act Liabilities	5355
Legal Matters	55
Where You Can Find More Information	55

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

PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this prospectus. Because it is a summary, it may not contain all of the information that is important to you. Before investing in our common stock, you should read this entire prospectus carefully, especially the sections entitled “Risk Factors” beginning on page 7 11 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 4043, as well our financial statements and related notes included elsewhere in this prospectus.

Overview

Since 1996, Revolutions Medical Corporation (“Revolutions Medical,” the “Company,” “we,” “us” or “our”) has been endeavoring 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, which is designed specifically to reduce accidental needle stick injuries and lower the spread of blood borne diseases. The ~~Company~~RevVac™ ~~also~~auto retractable vacuum safety syringe has ~~developed~~international patents issued in China, Japan, and Mexico, and are pending issuance in Australia, Canada, Taiwan, and the European Union. The proprietary design feature which makes this product so unique is after a ~~suite~~shot is administered, the needle will automatically retract into the plunger by pressing additional pressure with the thumb to break the seal of ~~proprietary~~a ~~MRI~~robust ~~software~~vacuum ~~tools; RevColor~~which is created at the time of use, ~~Rev3D~~and this is all accomplished with one hand. On February 22, ~~RevDisplay~~2009, the Company announced that it had received notification from the Federal Drug Administration (“FDA”) that the 510(k) application for the 3ml RevVac™ safety syringe was cleared to begin marketing and ~~RevScan~~selling this product in the United States. ~~These~~In ~~tools~~2010 ~~are~~this ~~designed~~product towon ~~enhance~~the ~~general~~prestigious ~~diagnostic~~Medical ~~confidence~~Design Excellence Award for innovation and advancement of design for medical products. After going through ~~education~~production cost reduction design changes and ~~research~~ ~~use~~contract manufacturing searches, the Company signed Wuxi Yushou Medical Appliances Co., Ltd, (Yeso-med) as its contract manufacture and began production in 2011. The Company has been selling the ~~future~~3ml weRevVac™ ~~believe~~safety syringe since 2012 and expects to complete the production process and begin selling the 1ml, 5ml, and 10ml RevVac™ safety syringes in 2015. Additional sizes of the same FDA 510K cleared RevVac™ auto retractable vacuum safety syringe will ~~have~~not ~~specific~~need ~~commercial~~any ~~applications~~additional FDA 510K clearance and can be marketed under our original FDA 510K. Our internal technical files will be updated and each size will pass all ISO standard tests prior to delivering to customer just like our 3ml size.

OnThe ~~February~~Company ~~22,~~has ~~2009,~~developed ~~the~~a ~~Company~~new ~~announced that~~vacuum itauto ~~had~~retraction ~~received~~design ~~notification~~which ~~from~~it ~~the~~believes ~~Federal~~will ~~Drug~~address ~~Administration~~the ~~(“FDA”)~~growing ~~that~~prefilled ~~the~~safety ~~510K~~syringe ~~application~~market. ~~for~~This ~~the~~new ~~3ml RevVac~~design ~~Safety~~is ~~Syringe~~proprietary ~~was~~and ~~cleared.~~the ~~Furthermore,~~Company ~~FDA~~has ~~approval~~filed isfor ~~not~~patent ~~needed~~protection. ~~for~~The ~~educational~~Company ~~and~~expects ~~research~~to ~~use~~begin prototypes of ~~our~~the ~~RevDisplay, RevColor,~~new ~~Rev3D~~prefilled ~~and~~syringe ~~RevScan~~this ~~MRI~~year ~~software~~and ~~tools~~have ~~and~~samples ~~applications~~in 2015.

~~During~~The ~~2010,~~Company ~~Revolutions~~also ~~Medical~~is ~~completed its~~developing ~~pilot~~a ~~run~~suite ~~and market samples for the improved design~~ of ~~its~~proprietary ~~3ml~~MRI ~~RevVac~~software ~~Safety~~tools; ~~Syringe.~~RevColor™, InRev3D™, ~~September 2010~~RevDisplay™, ~~the~~and ~~Company~~RevScan™. ~~signed a~~“MRI” ~~manufacturing~~refers ~~agreement~~to ~~with~~“Magnetic ~~Medical~~Resonance ~~Investment Group~~Imaging, ~~Inc. (“MIG~~”), ~~to manufacture~~ a ~~minimum~~widely ofused ~~2.5~~imaging ~~million~~system ~~3ml RevVac~~that ~~syringes~~safely ~~per~~creates ~~month~~many indifferent ~~MIG’s~~and ~~factory.~~detailed ~~The~~views ~~manufacturing~~of ~~agreement~~selected ~~can~~portions beof ~~expanded~~the ~~for~~internal ~~different~~anatomy. These ~~size~~tools ~~needles~~are ~~and~~designed up to 20enhance ~~million~~general ~~syringes~~diagnostic ~~per~~confidence ~~month,~~through ~~upon~~education ~~delivering~~and aresearch ~~90-day~~use ~~notice.~~and Inin ~~November 2010,~~ the ~~Company~~future ~~introduced~~we ~~its~~believe ~~RevVac~~will ~~Safety~~have ~~syringe samples~~specific ~~during~~commercial ~~the~~applications. ~~Medica~~The ~~trade~~Company’s ~~show~~MRI insoftware ~~Dusseldorf,~~tools ~~Germany~~are tonot ~~distributors.~~ready Onfor ~~September 6~~commercialization, ~~2011,~~and ~~the~~we ~~Company~~do not ~~terminated~~have ~~its manufacturing agreement with MIG and signed~~ a ~~Memorandum~~time oftable ~~Understanding~~when ~~with~~this ~~Wuxi~~product ~~Yushou~~will ~~Medical~~be ~~Appliances~~available Cocommercially., ~~Ltd. on September 8~~However, ~~2011, for~~ the ~~manufacturing and supply of the~~ Company's ~~proprietary~~expects ~~RevVac~~to ~~safety~~dedicate ~~syringes,~~additional ~~including~~research ~~the 1ml, 3ml, 5ml,~~ and ~~10ml~~development ~~sizes. Revolutions~~funds ~~Medical~~in ~~plans~~the tocurrent ~~begin~~year ~~shipping its 3ml RevVac Safety Syringes~~ to ~~customers~~continue ~~and~~advancing ~~distributors in~~ the ~~1st quarter of 2012~~technology.

~~During~~ ~~2010,~~The ~~Revolutions~~Company ~~Medical~~has ~~entered~~not ~~into two~~established ~~university~~significant ~~clinical~~sources ~~studies utilizing its proprietary MRI software tools. These first two clinical studies are for cases involving head trauma and brain masses. We believe these results should clinically validate the use~~ of ~~its~~revenue ~~MRI software tools as an additional application~~ to ~~enhance~~fund the ~~diagnostic~~development ~~confidence~~ of ~~physicians.~~its ~~The~~business ~~Company~~and ispay ~~planning~~operating toexpenses, ~~commercially~~resulting ~~launch this technology~~ in ~~2012.~~a ~~The~~cumulative ~~launch~~net loss of ~~this~~$46,266,715 ~~product~~for ~~will~~the beperiod afrom ~~“software~~inception ~~as service”~~ (~~SAS)~~August ~~business model~~16, ~~where~~1996) ~~customers will log on~~ to ~~our~~June ~~secure~~30, ~~website~~2014 and ~~send~~a ~~current~~working ~~black~~capital ~~and~~deficit ~~white~~of ~~images~~$8,683,417 toat ~~the~~June ~~Company via high speed internet (teleradiology)~~30, ~~and~~2014. ~~the images~~Because ~~will~~of ~~be sent back to~~ the ~~customer~~foregoing, inour ~~color~~auditors ~~and~~have ~~three~~raised ~~dimensional~~a ~~with~~substantial ~~auto~~doubt ~~segmentation.~~about Atour ~~first~~ability ~~the~~to ~~Company~~continue ~~will~~as ~~charge~~ a ~~per-use~~going ~~fee but can expand depending upon volume into monthly service agreements~~concern. ~~Potential Revolutions Medical customers could include MRI centers, doctors, hospitals and even patients.~~

~~“MRI”~~Revolutions ~~refers~~Medical toCorporation ~~“Magnetic Resonance~~is ~~Imaging,”~~committed ato ~~widely~~developing ~~used~~and ~~imaging~~distributing ~~system~~new ~~that~~products ~~safely creates many different~~ and ~~detailed~~tools ~~views~~for ~~of selected portions of~~ the ~~internal~~medical ~~anatomy.~~industry, Anwhether ~~MRI~~internally ~~scanner~~or is a large tunnel-shaped machine that will accommodate an adult lying down. Within the MRI scanner is a large magnet which directs harmless radio signals around sections of the body. When these signals pass through ~~the~~ ~~body, they release a signal~~acquisitions. ~~The~~Our ~~released~~goal ~~signals are picked up by a receiver inside the MRI scanner and then sent to a computer. The computer analyzes the signals and converts them to a visual image that~~ is ~~displayed on a viewing monitor and then printed on special film. The images produced by the scanner are gray-scale images similar~~ to anmake ~~x-ray. These~~healthcare ~~gray-scale~~safer ~~images can be difficult~~ and ~~time~~less ~~consuming~~expensive ~~to “read.” A radiologist “reads” these images on film~~ by ~~comparing the~~reducing ~~different scans of each tissue slice~~risks, ~~sometimes~~time ~~evaluating~~and ~~one hundred to three hundred individual gray images to obtain a diagnosis~~cost. The successful diagnosis of a condition, using MRI, depends not only on the ability of the radiologist to detect the subtle differences in shades of gray, but also the radiologist’s ability to compare visually the vast number of images.

The Company is engaged in the development of technology which can segment and reference MRI images. By “segmenting” an image, the Company’s technology will let the user select a part of the image (bone, fluid, tissue) and render that selection in three dimensions. Essentially, different components of an image are given different colors and the user can choose the color or colors to be studied, thus eliminating those portions colored with the colors being discarded. By “referencing” the image to a data base, the user can obtain similar, identified images to aid the user in interpretation of the image being studied. The Company currently owns four (4) separate patent applications, filed in June of 2007, each of which received USPTO office actions during 2010. Revolutions Medical expects to receive issuances or additional office actions on some if not all of these patents over the next 12 months.

The Company launched sales of its RevVac 3ml safety syringe in June of 2011. The Company is planning the launch of its first application of MRI software tools during 2012. The Company’s 1 ml plus RevVac safety syringe, as well as the 5ml and 10ml syringes will be launched during 2012. Our efforts to date have been funded almost entirely through sales of our common stock. We require substantial additional capital to complete the mass manufacturing, distributing and commercialization of the RevVac retractable safety syringe and our proprietary color MRI software. 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. Because of these uncertainties, the auditors have expressed substantial doubt about our ability to continue as a going concern. If adequate funds are not available to us on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy.

Recent Developments

~~Our~~ ~~common~~On ~~stock~~September is15, ~~quoted~~2014, onthe Company entered into an Investment Agreement (the ~~OTCQB~~ ~~under~~“Investment Agreement”) with KVM Capital Partners (“KVM”), whereby the ~~symbol~~parties also agreed to enter into a registration rights agreement (the “~~RMCP.~~Registration Rights Agreement”). APursuant ~~broker-dealer~~to ~~has~~the ~~filed~~terms of the Investment Agreement, for a ~~Form~~period ~~211~~of ~~Application~~thirty-six (36) months commencing on the trading day immediately following date of effectiveness of the Registration Statement (as defined below), KVM shall commit to purchase up to $1,500,000 of the Company’s ~~behalf~~common instock, ~~order~~par value $0.001 per share (the “Put Shares”), pursuant to ~~obtain~~Puts a(as ~~quotation~~defined onbelow), covering the ~~OTCBB~~Registrable Securities (as defined below). The purchase price of the Shares under the Investment Agreement is equal to a twenty-two and one half (22.5%) percent discount to the average of the three lowest closing bids as calculated using the average of the three lowest closing bids during the last seven (7) trading days after the Company ~~expects~~delivers to ~~obtain~~KVM ~~FINRA~~a ~~approval~~Put ~~prior~~notice in writing requiring KVM to ~~this~~ ~~registration~~purchase ~~statement~~shares ~~being~~of ~~declared~~the ~~effective~~Company, subject to the terms of the Investment Agreement. The ~~Company~~“Registrable ~~received~~Securities” ~~three~~include ~~comments~~(i) ~~from~~the ~~FINRA~~Put Shares and ~~plans~~(ii) any shares of capital stock issued or issuable with respect to ~~file~~the Put Shares, if any, as a ~~supplemental~~ ~~response~~result byof ~~February~~any 17stock split, ~~2012~~stock dividend, torecapitalization, ~~complete~~exchange or similar event or otherwise, which have not been (x) included in the ~~Form~~Registration ~~211~~Statement ~~Application.~~that has been declared effective by the SEC, or (y) sold under circumstances meeting all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act.

~~About This Offering~~5

~~This~~ ~~offering~~On ~~relates to~~September 15, 2014, the ~~resale~~Company ofentered upinto tothe ~~7,000,000~~Registration ~~shares~~Rights ofAgreement ~~our~~with ~~common~~KVM. ~~stock~~Pursuant byto ~~TCA,~~the ~~which~~terms ~~are~~of the ~~Put~~Registration ~~Shares that~~Rights weAgreement, ~~will~~the ~~put~~Company is obligated to ~~TCA~~file ~~pursuant~~a toregistration statement (the ~~Equity~~“Registration ~~Agreement.~~Statement”) ~~The~~with ~~7,000,000~~the ~~Put~~U.S. ~~Shares~~Securities ~~included~~and inExchange ~~this~~Commission ~~prospectus~~(the ~~represent~~“SEC’) ato ~~portion of~~cover the ~~aggregate~~Registrable ~~shares~~Securities ~~issuable~~within totwenty-one ~~TCA~~(21) ~~under~~days ~~the~~of ~~Equity Agreement~~closing. ~~Pursuant~~The Company must use its commercially reasonable efforts to cause the ~~Equity~~Registration ~~Agreement:~~Statement to be declared effective by the SEC.

· ~~TCA~~On ~~agreed~~June to11, ~~purchase~~2013, ~~from~~ the Company entered into an investment agreement (the “Original Investment Agreement”) and a registration rights agreement (the “Original Registration Rights Agreement” and, ~~from~~together ~~time~~with the Original Investment Agreement, the “Original Agreements”) with KVM whereby KVM was to ~~time~~purchase up to $1,500,000 inof the Company’s ~~discretion~~common ~~(subject~~stock. toThe ~~the~~Company ~~conditions~~and ~~set~~KVM ~~forth~~desired ~~therein),~~to ~~for~~renegotiate acertain ~~period~~terms ofin ~~twenty-four~~the ~~(24)~~Original ~~months,~~Agreements ~~commencing~~and onentered ~~the~~into ~~effective~~a ~~date~~termination ofagreement, dated September 2, 2014 (the ~~registration~~“Termination ~~statement~~Agreement”), ~~filed~~to bycancel the ~~Company~~Original ~~for~~Agreements ~~resale~~all of the ~~Shares~~transactions ~~issuable~~contemplated ~~under~~thereby. Notwithstanding the ~~Purchase~~Termination Agreement, upthe ~~to $2~~250,000~~,000~~ restricted shares of the Company’s common stock; issued to KVM under the Original Investment Agreement were fully earned when issued, and shall be retained by KVM.

·Legal ~~Pursuant~~Proceedings to a registration rights agreement between the Company and TCA entered into in connection with the Equity Agreement, the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) for the resale of not less than the maximum number of shares of common stock allowable pursuant to Rule 415 under the Securities Act, of shares of common stock issuable under the Equity Agreement;

· The ~~purchase~~Company ~~price~~is ~~for~~currently ~~the~~involved ~~shares~~in a significant number of ~~common~~legal ~~stock~~proceedings. ~~sold~~As ~~under~~of the ~~Equity~~date ~~Agreement~~of ~~will~~this beProspectus, ~~equal~~there toare ~~ninety-five~~nine ~~percent~~actions ~~(95%)~~pending ofthat ~~the~~may ~~lowest~~have ~~daily~~a ~~volume~~material ~~weighted~~adverse ~~average~~effect ~~price~~on ofour ~~the~~financial ~~Company’s~~condition ~~common~~or ~~stock~~results ~~for~~of ~~the~~operation. ~~five~~As ~~(5)~~a ~~consecutive~~result ~~trading~~$520,832 ~~days~~of ~~(the~~our ~~“Pricing~~expenses ~~Period”)~~for ~~after~~ the ~~Company~~year ~~delivers~~ended toDecember ~~TCA~~31, an2013 ~~Advance~~relate ~~notice~~to inlegal ~~writing~~and ~~(the~~consulting ~~“Market~~fees ~~Price”)~~in ~~requiring~~connection ~~TCA~~with toour ~~Advance~~legal ~~funds~~proceedings. toFor ~~the~~more ~~Company~~information, ~~subject~~see to“Legal ~~the~~Proceedings” ~~terms~~beginning ofon ~~the~~page ~~Equity Agreement~~38.

· The maximum amount of common stock that TCA shall be obligated to purchase with respect to any single Advance under the Equity Agreement will be the greater of: (i) an amount calculated by multiplying the Market Price applicable to the relevant Advance notice by 500,000 shares or (ii) two hundred percent (200%) of the Market Price applicable to the relevant Advance notice.

· As further consideration for TCA entering into and structuring the equity facility, 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 one hundred thousand dollars ($100,000) (the “Facility Fee Shares”). The Facility Fee Shares shall be issued by the Company to TCA in four (4) quarterly installments, the first of such issuances being the date of execution of the Equity Agreement. It is the intention of the Company and TCA that the value of the Facility Fee Shares shall equal $100,000. In the event the value of the Facility Fee Shares issued to TCA does not equal $100,000 after a ninth month evaluation date, the Equity Agreement provides for an adjustment provision allowing for necessary action to adjust the number of shares issued.

We relied on an exemption from the registration requirements of the Securities Act. The transaction does not involve a private offering, TCA is an “accredited investor” and/or qualified institutional buyer and TCA has access to information about the Company and its investment.

At an assumed purchase price under the Purchase Agreement of $0.285 (equal to 95% of the closing price of our common stock of $0.30 on February 10, 2012), we will be able to receive up to $1,995,000 in gross proceeds, assuming the sale of the entire 7,000,000 Shares being registered hereunder pursuant to the Equity Agreement. At an assumed purchase price of $0.285 under the Equity Agreement, we would be required to register 17,544 additional shares to obtain the balance of $2,000,000 under the Equity Agreement. The Company is currently authorized to issue 250,000,000 shares of its common stock. TCA has agreed, subject to certain exceptions listed in the Equity Agreement, to refrain from holding an amount of shares which would result in TCA or its affiliates from owning more than 9.99% of the then-outstanding shares of the Company’s common stock at any one time.

We will bear the expenses of this offering which we estimate to be approximately $40,000, including legal expenses of approximately $25,000, accounting expenses of approximately $10,000, and miscellaneous expenses, including printer costs, of approximately $5,000.

There are substantial risks to investors as a result of the issuance of shares of our common stock under the Equity Agreement. These risks include dilution of stockholders, significant decline in our stock price and our inability to draw sufficient funds when needed.

TCA will periodically purchase our common stock under the Equity Agreement and will, in turn, sell such shares to investors in the market at the market price. This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to TCA to raise the same amount of funds, as our stock price declines.

Where You Can Find Us

Our principal executive office is located at ~~670~~ 1124 ~~Marina~~Park ~~Drive,~~West ~~3rd~~Blvd. ~~Floor~~Suite #102, ~~Charleston~~Mount Pleasant, SC ~~29492~~29466 , and our telephone number (843) 971-4848. Our internet address is www.revolutionsmedical.com.

~~Summary~~The ~~of the Shares Offered by the Selling Security Holders~~Offering

Common stock Offered by the Selling Security Holders		8,200,000 shares of common stock.
Common Stock Offered by the Selling Security Holders		20,453,098 shares of common stock, including (i) 6,204,090 shares of common stock previously issued to certain shareholders pursuant to conversion of certain convertible promissory notes and/or other agreements; (ii) 8,000,000 shares of common stock that may be put to KVM and (iii) 6,249,008 shares of common stock underlying common stock purchase warrants.
Common Stock Outstanding Before the Offering		56150,~~110~~426,~~691~~703 shares of common stock as of ~~February~~August 1029, ~~2012~~2014. (1)
Common Stock Outstanding After the Offering		63164,~~110~~425,~~691~~711 shares, ~~assuming the sale~~ of ~~all~~common ofstock. ~~the Put Shares being registered in this Registration Statement~~ (12)
Terms of the Offering		The ~~Selling~~selling ~~Security~~security ~~Holder~~holder will determine when and how itthey will sell the common stock offered in this prospectus.
Termination of the Offering		~~Pursuant~~The ~~to the Equity Agreement, this~~ offering will ~~terminate~~conclude ~~twenty-four~~upon ~~(24)~~such ~~months~~time ~~after~~as ~~the~~all ~~registration~~of ~~statement~~the tocommon ~~which~~stock ~~this~~has ~~prospectus~~been issold ~~made~~pursuant ato ~~part is declared effective by~~ the ~~SEC~~registration statement.

Use of Proceeds		We are not selling any shares of common stock in this offering and, as a result, will not receive any proceeds from this offering. See “Use of Proceeds.”

Risk Factors		The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 7.

OTCQB Symbol		RMCP

Use of Proceeds		We will not receive any proceeds from the sale of the common stock offered through this prospectus by the Selling Security Holders. However, we will receive proceeds (i) from any sale of the Put Shares under the Equity Agreement to TCA or (ii) in the event that some or all of the warrants held by a Selling Security Holder are exercised for cash. There can be no assurance that any of the Selling Security Holders will exercise their warrants or that we will receive any proceeds therefrom. We intend to use the net proceeds received for working capital or general corporate needs. See “Use of Proceeds.”
	(1)	This total includes 6,204,090 shares being registered, previously issued to certain shareholders pursuant to conversion of certain convertible promissory notes and/or other agreements; and (2) 250,000 shares previously issued to KVM.
Risk Factors		The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 11.
	(2)	This total shows how many shares of common stock will be outstanding assuming, including (i) 8,000,000 shares of common stock to be put to KVM, less 250,000 shares previously issued to KVM, and (ii) 6,249,008 shares of common stock underlying common stock purchase warrants, are issued
OTCQB Symbol		RMCP

~~(1) This total does not include the Warrant Shares being registered hereunder.~~6

9SUMMARY FINANCIAL DATA

Summary of Consolidated Financial Information

The following selected financial information is derived from the Company’s ~~Financial~~financial ~~Statements~~statements appearing elsewhere in this Prospectus and should be read in conjunction with ~~the~~such ~~Company’s~~financial ~~Financial Statements~~statements, including the notes thereto~~, appearing elsewhere in this Prospectus~~.

Summary of Operations

For the Years Ended December 31,

	2010			2009
	2013			2012
Total Revenue	$	041,419		$	01,189
Loss from operations	$	(25,~~360~~842,~~314~~306	)	$	(25,~~463~~854,~~751~~475	)
Net loss	$	(26,~~575~~424,~~284~~539	)	$	(27,~~463~~164,~~751~~311	)
Net loss per common share (basic and diluted)	$	(0.07	)	$	(0.0812	)
Weighted average common shares outstanding		3691,~~762~~264,~~006~~327			3161,~~848~~779,~~172~~765

For the Quarters Ended September 30,

	2011			2010
Total Revenue	$	0		$	0
Gain/Loss from operations	$	(566,535	)	$	(530,348	)
Net loss	$	(695,391	)	$	(607,002	)
Net loss per common share (basic and diluted)	$	(0.01	)	$	(0.02	)
Weighted average common shares outstanding		47,739,213			36,024,559

Statement of Financial Position

~~For~~As ~~the~~of ~~Years Ended~~ December 31,

	2010			2009
	2013			2012
Cash and cash equivalents	$	~~69,517~~932		$	~~67,228~~54
Total assets	$	1686,~~234,028~~134		$	~~156~~790,~~051~~047
Working Capital	$	(1,207,734	)	$	(537,609	)
Working capital deficit	$	(7,642,006	)	$	(4,079,847	)
Long term debt	$	—		$	—
Long-term debt	$	-		$	-
Stockholders’ equity ( deficit )	$	(347,080	)	$	(448,786	)
Stockholders’ equity deficit	$	(7,238,300	)	$	(3,616,504	)

~~For~~You should carefully consider the ~~Quarters~~risks ~~Ended~~described ~~September~~below, 30together with all of the other information included in this report, in considering our business and prospects. The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. The occurrence of any of the following risks could harm our business, financial condition or results of operations.

	2011			2010
Cash and cash equivalents	$	2,805		$	57,969
Total assets	$	1,254,763		$	235,472
Working Capital	$	(1,693,366	)	$	(343,351	)
Long term debt	$	—		$	—
Stockholders’ equity (deficit)	$	(660,768	)	$	(444,602	)

RISK FACTORS

THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE OTHER FINANCIAL INFORMATION AND CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES APPEARING IN THIS PROSPECTUS. THIS DISCUSSION CONTAINS FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS WILL DEPEND UPON A NUMBER OF FACTORS BEYOND OUR CONTROL AND COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THE FORWARD LOOKING STATEMENTS. SOME OF THESE FACTORS ARE DISCUSSED BELOW AND ELSEWHERE IN THIS PROSPECTUS.

Risks Related to the Our Business and Industry

WE REQUIRE SUBSTANTIAL ADDITIONAL CAPITAL TO CONTINUE DEVELOPING OUR PLANNED PRODUCTS. WE MAY HAVE DIFFICULTY RAISING CAPITAL WHEN WE NEED IT, OR AT ALL. RAISING SUCH CAPITAL MAY DILUTE STOCKHOLDER VALUE. IF WE ARE UNABLE TO RAISE CAPITAL, WE MAY BE REQUIRED TO LIMIT OR CEASE OUR OPERATIONS, OR OTHERWISE MODIFY OUR BUSINESS STRATEGY.

We will require substantial additional capital thereafter to commercialize our planned products. Our commercialization efforts will include, but are not limited to, entering into agreements with third parties for manufacturing (including building molds, designing manufacturing processes and obtaining specialized equipment for our retractable safety syringe), marketing and distribution, and obtaining FDA and/or other regulatory approvals, all of which are necessary before our planned products can be sold and which may take a significant amount of time, if not years, to complete.

Due to the current economic conditions and the risks and uncertainties surrounding our Company, we may not be able to secure additional financing on acceptable terms, if at all. If we obtain additional funds by selling any of our equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience substantial dilution, the price of our common stock may decline, or the equity securities issued may have rights, preferences or privileges senior to the common stock. To the extent that services are paid for with common stock or stock options that are exercised and sold into the market, the market price of our common stock could decline and your ownership interest will be diluted. If adequate funds are not available to us on satisfactory terms, we will be required to limit or cease our operations, or otherwise modify our business strategy, which could materially harm our future business prospects.7

Due to the current economic conditions and the risks and uncertainties surrounding our Company, we may not be able to secure additional financing on acceptable terms, if at all. Our estimated working capital requirement for the next 12 months is $2,400,000 with estimated cash requirement of $200,000 per month. This amount includes funding for the 1ml, 5ml, and 10ml RevVac™ safety syringe mass production molds. 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. If we implement any of the foregoing financing alternatives 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. To the extent that services are paid for with common stock or stock options that are exercised and sold into the market, the market price of our common stock could decline and your ownership interest will be diluted. If adequate funds are not available to us when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy.

IF WE DO NOT OBTAIN FDA APPROVAL FOR OUR FUTURE PLANNED PRODUCTS THEN OUR FUTURE PROSPECTS WILL BE HARMED.

Our future planned products may require FDA approval before they can be sold in the United States. There are some planned products for which we have not yet applied for or received FDA approval. However, we have received FDA ~~510K~~510(k) clearance on our 3ml RevVac™ ~~Safety~~safety ~~Syringe~~syringe. Our ~~Rev~~RevColor™ ~~Color~~ and 3DRev3D™ MRI software technology does not require FDA approval for educational and research purposes., Wehowever, ~~will~~future ~~begin~~applications tomay ~~market~~require ~~these~~510(k) ~~two products for educational and research purposes only in the 2nd quarter of 2012~~clearance. There is no assurance that our other planned products will qualify for the FDA’s 510(k) pre-market notification approval process. The FDA approval process can take years and be expensive, especially if a pre-market approval (PMA) is required. A PMA is much more rigorous and expensive to complete than a 510(k). In addition, the Medical Device User Fee and Modernization Act, enacted in 2002, allows the FDA to assess and collect user fees for 510(k) and for PMA applications. There is no assurance that we will qualify for fee reductions or waivers or that we will have the funds necessary to apply for or obtain FDA approval for our planned products. The FDA approval process could take a significant amount of time, if not years, to complete and there is no assurance that FDA approval will ever be obtained. If FDA approval is not obtained, then we will not be able to sell our future planned products in the United States, which would have a material adverse effect on our future business prospects.

OUR PLANNED PRODUCTS MAY PROVE TO BE TOO EXPENSIVE TO MANUFACTURE AND MARKET SUCCESSFULLY, WHICH WOULD HARM OUR FUTURE PROSPECTS.

Our planned products may prove to be too expensive to manufacture and market successfully. Market acceptance of our products will depend in large part upon our ability to demonstrate the operational and safety advantages of our product as well as the cost effectiveness of our product compared to both standard and other safety needle products. If we are unable to produce products that are competitive with standard products, we will not be able to sell our products. This could have a material adverse effect on our operations.

IF WE ARE NOT ABLE TO ESTABLISH MARKETING, SALES AND DISTRIBUTION ARRANGEMENTS FOR OUR SAFETY SYRINGES, THEN OUR FUTURE PROSPECTS WILL BE HARMED.

If we do not enter into successful relationships with third parties to market, sell and distribute our planned products, we will need to develop our own such capabilities. If we choose to establish a direct sales force, we will incur substantial additional expenses in developing, training and managing such an organization. We may not be able to build a sales force on a cost effective basis or at all. Any such direct marketing and sales efforts may prove to be unsuccessful. In addition, we will compete with many other companies that currently have extensive and well-funded marketing and sales operations. Our marketing and sales efforts may be unable to compete against these other companies. We may be unable to engage qualified distributors. Even if engaged, they may fail to satisfy financial or contractual obligations to us. They may fail to adequately market our products. They may cease operations with little or no notice to us or they may offer, design, manufacture or promote competing products.

IF WE ARE UNABLE TO PROTECT OUR FUTURE PLANNED PRODUCTS, OR TO AVOID INFRINGING ON THE RIGHTS OF OTHERS, OUR ABILITY TO COMPETE WILL BE IMPAIRED.

Our commercial success depends in part on our avoiding the infringement of patents and proprietary rights of other parties and developing and maintaining a proprietary position with regard to our own technologies and products. We cannot predict with certainty whether we will be able to enforce our patents. Patents that may be issued, or publications or other actions could block our ability to obtain patents or to operate as we would like. Others may develop similar technologies or duplicate technologies that we have developed or claim that we are infringing their patents.

Although we rely on trade secrets to protect our technology and require certain parties to execute nondisclosure and non-competition agreements, these agreements could be breached, and our remedies for breach may be inadequate. In addition, our trade secrets may otherwise become known or independently discovered by our competitors. If we lose any of our trade secrets, our business and ability to compete could be harmed.

Despite our efforts to protect our proprietary rights, we face the risks that pending patent applications may not be issued, that patents issued to us may be challenged, invalidated or circumvented; that unauthorized parties may obtain and use information that we regard as proprietary; that intellectual property laws may not protect our intellectual property; and effective protection of intellectual property rights may be limited or unavailable in China, where we plan to manufacture our retractable safety syringe, or in other foreign countries where we may manufacture and/or sell our retractable safety needle devices. The lack of adequate remedies and impartiality under any foreign legal system may adversely impact our ability to protect our intellectual property.

We may become involved in litigation or interference proceedings declared by the U.S. Patent and Trademark Office, or oppositions or other intellectual property proceedings outside of the United States. If any of our competitors have filed patent applications or obtained patents that claim inventions that we also claim, we may have to participate in an interference proceeding to determine who has the right to a patent for these inventions in the United States. If a litigation or interference proceeding is initiated, we may have to spend significant amounts of time and money to defend our intellectual property rights or to defend against infringement claims of others. Litigation or interference proceedings could divert our management’s time and effort. Even unsuccessful claims against us could result in significant legal fees and other expenses, diversion of management time and disruption in our business. Any of these events could harm our ability to compete and adversely affect our business.

An adverse ruling arising out of any intellectual property dispute could invalidate or diminish our intellectual property position. An adverse ruling could also subject us to significant liability for damages, prevent us from using processes or products, or require us to license intellectual property from third parties. Costs associated with licensing arrangements entered into to resolve litigation or an interference proceeding may be substantial and could include ongoing royalties. We may not be able to obtain any necessary licenses on satisfactory terms or at all.

WE MUST OBTAIN REGULATORY APPROVALS IN FOREIGN JURISDICTIONS TO MARKET OUR PRODUCTS ABROAD.

Whether or not FDA approval has been obtained, we must secure approval for our future planned products by the comparable non-U.S. regulatory authorities prior to the commencement of marketing of the product in a foreign country. The process of obtaining these approvals will be time consuming and costly. The approval process varies from country to country and the time needed to secure additional approvals may be longer than that required for FDA approval. These applications may require the completion of pre-clinical and clinical studies and disclosure of information relating to manufacturing and controls. Unanticipated changes in existing regulations or the adoption of new regulations could affect the manufacture and marketing of our products.

IF WE ARE NOT ABLE TO COMPETE SUCCESSFULLY, THEN OUR BUSINESS PROSPECTS WILL BE MATERIALLY ADVERSELY AFFECTED.

Our retractable safety syringe, ifcompetes ~~developed and commercialized, will compete~~ in the United States and abroad with the safety needle devices and standard non-safety needle devices manufactured and distributed by companies such as Becton Dickinson (BD), Covidien, (Kendall Healthcare Products Company), B. Braun, Terumo Medical Corporation of Japan, Smith Medical, and Johnson & Johnson. Developers of safety needle devices against which we could compete include Med-Design Corp., New Medical Technologies, Retractable Technologies, Inc., ~~Univec~~Unilife, Inc. and Specialized Health Products International, Inc. Our ~~Color~~ MRI ~~technology~~software tools, if developed, approved and commercialized, will compete in the United States and abroad against technologies manufactured and distributed by companies such as General Electric and Siemens. Most of our competitors are substantially larger and better financed than we are and have more experience in developing medical devices and/or software than we do. These competitors may use their substantial resources to improve their current products or to develop additional products that may compete more effectively with our planned products, or may render our planned products obsolete. In addition, new competitors may develop products that compete with our planned products, or new technologies may arise that could significantly affect the demand for our planned products. Even if we are successful in bringing our planned products to market, there is no assurance that we can successfully compete. We cannot predict the development of future competitive products or companies.

In the U.S., the vast majority of decisions relating to the contracting for and purchasing of medical supplies are made by the representatives of group purchasing organizations (“GPOs”), rather than the end-users of the product (nurses, doctors, and testing personnel). GPOs and manufacturers often enter into long-term exclusive contracts which can prohibit entry in the marketplace by competitors. In the needle and syringe market, the market share leader, BD, has utilized, among other things, long-term exclusive contracts which have restricted entry into the market by most of our competitors. We may not be successful in obtaining any contracts with GPO’s, which would severely limit our product’s marketability in the U.S. We will be materially adversely affected if we are unable to compete successfully.9

~~BECAUSE~~In WEthe ~~RELY~~U.S., ONthe ~~THIRD~~vast ~~PARTIES~~majority ~~FOR RESEARCH~~of ~~AND~~decisions ~~DEVELOPMENT~~relating ~~ACTIVITIES~~to ~~NECESSARY~~the TOcontracting ~~COMMERCIALIZE~~for ~~OUR~~and ~~PRODUCT~~purchasing of medical supplies are made by the representatives of group purchasing organizations (“GPOs”), WErather ~~HAVE~~than ~~LESS~~the ~~DIRECT~~end-users ~~CONTROL~~of ~~OVER~~the ~~THOSE~~product ~~ACTIVITIES~~(nurses, doctors, and testing personnel). ~~THIS~~ ~~COULD~~GPOs ~~HAVE~~and Amanufacturers ~~MATERIALLY~~often ~~ADVERSE~~enter ~~EFFECT~~into ONlong-term ~~OUR~~exclusive ~~FUTURE~~contracts ~~PROSPECTS~~which can prohibit entry in the marketplace by competitors. In the needle and syringe market, the market share leader, BD, has utilized, among other things, long-term exclusive contracts which have restricted entry into the market by most of our competitors. We may not be successful in developing profitable relationships with GPOs, which would severely limit our product’s marketability in the U.S. We will be materially adversely affected if we are unable to compete successfully.

WE RELY ON THIRD PARTIES FOR RESEARCH AND DEVELOPMENT ACTIVITIES NECESSARY TO COMMERCIALIZE OUR PRODUCT. THIS COULD HAVE A MATERIALLY ADVERSE EFFECT ON OUR FUTURE PROSPECTS.

We do not maintain our own laboratory and we do not employ our own researchers. We have contracted with third parties in the past to conduct research, development and testing activities and we expect to continue to do so in the future. Because we rely on such third parties, we have less direct control over those activities and cannot assure you that the research will be done properly or in a timely manner, or that the results will be reproducible. The cost and time to establish or locate an alternative research and development facility to develop our technology could have a materially adverse effect on our future prospects.

IF WE CANNOT GENERATE ADEQUATE, PROFITABLE SALES OF OUR PLANNED PRODUCTS, WE WILL NOT BE SUCCESSFUL.

In order to succeed, we must develop commercially viable products and sell adequate quantities at a high enough price to generate a profit. We may not accomplish these objectives. Even if we succeed in developing a commercially viable product, a number of factors may affect future sales of our product. These factors include:

13● Whether physicians, patients and clinicians accept our product as a viable, safe alternative to the standard medical syringe;

·● Whether ~~physicians,~~the ~~patients~~cost ~~and~~of ~~clinicians accept~~ our product asis acompetitive ~~viable,~~in ~~safe alternative to~~ the ~~standard~~ medical ~~syringe~~marketplace; and

·● Whether we successfully contract the ~~cost~~manufacture and marketing of ~~our~~the ~~product~~syringe isto ~~competitive~~third inparties ~~the~~or ~~medical~~develop ~~marketplace;~~such ~~and~~capabilities ourselves

· Whether we successfully contract the manufacture and marketing of the syringe to third parties or develop such capabilities ourselves.

OUR PLANNED PRODUCTS, IF SUCCESSFULLY COMMERCIALIZED, COULD BE EXPOSED TO SIGNIFICANT PRODUCT LIABILITY CLAIMS WHICH COULD BE TIME CONSUMING AND COSTLY TO DEFEND, DIVERT MANAGEMENT ATTENTION AND ADVERSELY IMPACT OUR ABILITY TO OBTAIN AND MAINTAIN INSURANCE COVERAGE, WHICH COULD JEOPARDIZE OUR LICENSE.

The testing, manufacture, marketing and sale of our planned products will involve an inherent risk that product liability claims will be asserted against us. ~~Even~~We ifcurrently wehave ~~obtain product~~an ~~liability~~ insurance policy in place with the Hartford Insurance Group for coverage of five million dollars per incident; however, itthis insurance may prove inadequate to cover claims and/or costs related to potential litigation. ~~The~~Even ~~costs~~with ~~and availability of product liability~~ insurance ~~are~~in ~~unknown.~~place, ~~Product~~product liability claims or other claims related to our planned products, regardless of their outcome, could require us to spend significant time and money in litigation or to pay significant settlement amounts or judgments. Any successful product liability or other claim could increase our insurance premiums to the extent that it may prevent us from ~~obtaining~~maintaining adequate liability insurance in the future on commercially desirable or reasonable terms. In addition, product liability coverage in the future may cease to be available in sufficient amounts or at an acceptable cost. Any inability to obtain sufficient insurance coverage at an acceptable cost or otherwise to protect against potential product liability claims could prevent or inhibit the commercialization of our planned product. A product liability claim could also significantly harm our reputation and delay market acceptance of our planned products.

STRINGENT, ONGOING GOVERNMENT REGULATION AND INSPECTION OF OUR PLANNED PRODUCTS COULD LEAD TO DELAYS IN MANUFACTURE, MARKETING AND SALES.

The FDA continues to review products even after they receive FDA approval. Manufacturing and marketing will be subject to ongoing regulation, including compliance with current Good Manufacturing Practices, adverse reporting requirements and the FDA’s general prohibitions against promoting products for unapproved or “off-label” uses. We and any third party manufacturers we may use are also subject to inspection and market surveillance by the FDA for compliance with these and other requirements. Any enforcement action resulting from failure to comply with these requirements could affect the manufacture and marketing of our planned products. In addition, the FDA can withdraw a previously approved product from the market at any time, upon receipt of newly discovered information.

UNCERTAINTY OF THIRD-PARTY REIMBURSEMENT COULD AFFECT OUR ABILITY TO SELL OUR PLANNED PRODUCTS AT A PROFIT.

Sales of medical products largely depend on the reimbursement of patients’ medical expenses by governmental healthcare programs and private health insurers. There is no guarantee that governmental healthcare programs or private health insurers will cover the cost of some of our products, if and when they are commercially available, or permit us to sell our products at a high enough price to generate a profit.

OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR STOCK MORE DIFFICULT.

Since inception in 1996, we have engaged primarily in research and development, technology licensing, and raising capital. This limited history may not be adequate to enable you to fully assess our ability to develop and commercialize our planned products and to achieve market acceptance of our planned products and to respond to competition.

WE HAVE A HISTORY OF LOSSES AND EXPECT FUTURE LOSSES.

We have had annual losses since our inception in 1996. We expect to continue to incur losses until we can sell enough products at prices high enough to generate a profit. As of December 31, ~~2010~~2013, we had accumulated a deficit of $2544,~~576~~363,~~751~~260 and a working capital deficit of $8,683,417 at June 30, 2014. There is no assurance that our planned products will be commercially viable. There is no assurance that we will generate revenue from the sale of our planned products or that we will achieve or maintain profitable operations.

14To achieve and maintain profitability, we need to generate significant revenues from our existing and future product sales. Because of the numerous risks and uncertainties associated with medical device development and commercialization, we are unable to predict the extent of any future losses. We may never successfully commercialize any products, generate significant future revenues or achieve and sustain profitability.

WE HAVE RECEIVED AN AUDIT REPORT WITH A GOING CONCERN DISCLOSURE ON OUR CONSOLIDATED FINANCIAL STATEMENTS.

The continuation of our Company as a going concern is dependent upon our Company attaining and maintaining profitable operations and/or raising additional capital. Our independent registered public accounting firm included, in their audit report on our consolidated financial statements for the year ended December 31, ~~2010~~2013, an explanatory paragraph regarding the substantial doubt about our ability to continue as a going concern. Our consolidated financial statements contain additional note disclosures describing the liquidity condition of the Company. As a result of this uncertainly we may have a more difficult time obtaining necessary financing.

OUR SUCCESS DEPENDS IN LARGE PART ON OUR ABILITY TO SUCCESSFULLY MANUFACTURE OUR PRIMARY PRODUCT, THE REVVAC SAFETY SYRINGE, AND ACHIEVE SUBSTANTIAL COMMERCIAL SALES OF THIS PRODUCT TO CUSTOMERS. IF WE EXPERIENCE PROBLEMS OR DELAYS IN MANUFACTURING OR SECURING FAVORABLE AGREEMENTS TO SUPPLY THE REVVAC SAFETY SYRINGE TO CUSTOMERS, OUR BUSINESS, INCLUDING OUR ABILITY TO GENERATE SIGNIFICANT REVENUES, WILL BE MATERIALLY AND ADVERSELY AFFECTED.11

~~Upon~~OUR ~~the~~SUCCESS ~~scheduled~~DEPENDS ~~completion~~IN ofLARGE ~~the~~PART ~~development and~~ON ~~qualification~~OUR ofABILITY ~~production~~TO ~~systems~~SUCCESSFULLY toMANUFACTURE ~~support~~OUR ~~the~~PRIMARY ~~manufacture and commercial sale of the RevVac safety syringe~~PRODUCT, weTHE ~~expect to~~REVVAC™ ~~commence~~SAFETY ~~commercial supply of the syringe to customers during the 1st quarter of 2012. Since the RevVac safety syringe is our primary product~~SYRINGE, ~~any~~AND ~~failure~~ACHIEVE orSUBSTANTIAL ~~significant~~COMMERCIAL ~~delay~~SALES inOF ~~completing~~THIS ~~these~~PRODUCT ~~activities~~TO ~~could materially harm our business and our ability to generate any significant amount of revenues for the foreseeable future~~CUSTOMERS. ~~Our~~IF ~~ability~~WE toEXPERIENCE ~~generate~~PROBLEMS ~~significant~~OR ~~revenues~~DELAYS ~~will~~IN ~~directly depend~~MANUFACTURING onOR ~~our~~SECURING ~~ability~~FAVORABLE toAGREEMENTS ~~negotiate~~TO ~~successfully~~SUPPLY ~~one~~THE orREVVAC™ ~~more~~SAFETY ~~supply~~SYRINGE ~~agreements~~TO ~~for~~CUSTOMERS, ~~the~~OUR ~~RevVac~~BUSINESS, ~~syringe~~INCLUDING ~~with~~OUR ~~distributors~~ABILITY ~~and~~TO toGENERATE ~~begin supplying~~SIGNIFICANT substantial quantities of the product under such agreements. We cannot predict with certainty if and when we will be able to enter into any supply agreements for the RevVac syringe or what the terms of any such agreements will be. If we are unable to secure favorable supply agreements for the RevVac syringe in a timely mannerREVENUES, ~~our~~WILL ~~ability~~BE toMATERIALLY ~~generate~~AND ~~significant~~ADVERSELY ~~revenues will be materially and adversely affected~~AFFECTED.

~~OUR~~We ~~RESEARCH~~have ~~AND~~commenced ~~DEVELOPMENT~~commercial ~~AND~~sale ~~OTHER OPERATING~~of ~~EXPENSES~~the ~~ARE~~RevVac™ ~~SIGNIFICANT~~safety ~~AND~~syringe, WEbeginning DOin ~~NOT~~the ~~EXPECT~~2nd TOquarter BEof ~~PROFITABLE~~2012. ~~UNLESS~~Since ~~AND~~the ~~UNTIL~~RevVac™ WEsafety ~~BEGIN~~syringe TOis ~~MANUFACTURE~~our ~~OUR~~primary ~~REVVAC SAFETY SYRINGE~~product, ~~NEGOTIATE~~any ~~SUPPLY~~failure ~~AGREEMENTS~~or ~~WITH~~significant ~~DISTRIBUTORS~~delay ~~AND~~in ~~BEGIN~~successfully ~~COMMERCIAL~~commercializing ~~SALE~~the OFsyringe ~~THE~~could ~~REVVAC~~materially ~~SAFETY~~harm ~~SYRINGE~~our business and our ability to generate any significant amount of revenues for the foreseeable future. Our ability to generate significant revenues will directly depend on our ability to negotiate successfully one or more supply agreements for the RevVac™ syringe with distributors and to begin supplying substantial quantities of the product under such agreements. We cannot predict with certainty the ability of our distributors to enter into supply agreements for the RevVac™ syringe or what the terms of any such agreements will be. If we are unable to secure favorable supply agreements for the RevVac™ syringe in a timely manner, our ability to generate significant revenues will be materially and adversely affected.

WeOUR ~~have~~RESEARCH ~~incurred~~AND ~~and~~DEVELOPMENT ~~will~~AND ~~continue~~OTHER toOPERATING ~~incur significant~~EXPENSES ~~research~~ARE ~~and~~SIGNIFICANT ~~development~~AND ~~expenses~~WE ~~for~~DO ~~other~~NOT ~~product~~EXPECT ~~variants~~TO ofBE ~~our~~PROFITABLE ~~technology.~~UNLESS WeAND ~~will~~UNTIL ~~also~~WE ~~incur~~BEGIN ~~general~~TO ~~and~~MANUFACTURE ~~administrative expenses~~OUR ~~related~~REVVAC toSAFETY ~~increasing~~SYRINGE ~~our~~ON ~~operations,~~A ~~expanding~~CONSISTENT ~~our sales and marketing capabilities~~BASIS, ~~seeking~~NEGOTIATE ~~regulatory~~SUPPLY ~~approvals,~~AGREEMENTS ~~and complying~~WITH ~~with~~DISTRIBUTORS ~~the~~AND ~~requirements~~ADVANCE ~~related~~COMMERCIAL toSALE ~~being~~OF aTHE ~~public~~REVVAC ~~company~~SAFETY ~~in the United States~~SYRINGE. We will not be profitable unless we are successful in developing and commercializing the RevVac safety syringe and other new products, obtaining regulatory approvals, and manufacturing, marketing and selling commercial products.

We have incurred and will continue to incur significant research and development expenses for other product variants of our technology. We will also incur general and administrative expenses related to increasing our operations, expanding our sales and marketing capabilities, seeking regulatory approvals, and complying with the requirements related to being a public company in the United States. We will not be profitable unless we are successful in developing and commercializing the RevVac™ safety syringe and other new products, obtaining regulatory approvals, and manufacturing, marketing and selling commercial products.

OUR ABILITY TO SUCCESSFULLY MARKET AND SELL OUR SAFETY SYRINGES MAY BE IMPAIRED UNTIL WE ARE ABLE TO OFFER A FULL RANGE OF SAFETY SYRINGES IN SIZES COMMONLY USED IN ACUTE-CARE FACILITIES.

In addition to the 3ml RevVac™ safety syringe, our planned product portfolio will also ~~includes~~include the 1ml, 5ml, and 10ml RevVac™ safety syringe sizes. Acute-care hospitals are the largest single healthcare market for clinical syringes. These facilities use a range of clinical syringes, including 1ml, 3ml and 5ml sizes, for the subcutaneous and intramuscular administration of therapeutic drugs and vaccines. We have completed development and secured regulatory approvals only for the marketing and sale of our 3ml RevVac™ safety syringe. While we intend to market the 3ml RevVac ™ safety syringe to other healthcare sectors in addition to acute-care facilities, our ability to market and sell our safety syringes successfully may be impaired until we are able to offer clinical syringes in a full range of sizes.

OUR SUCCESS WILL DEPEND ON THE FULL COMMERCIALIZATION OF OUR CURRENT PRODUCTS, AND THE DEVELOPMENT AND COMMERCIALIZATION OF OTHER PIPELINE PRODUCTS. THERE CAN BE NO ASSURANCE THAT WE WILL BE SUCCESSFUL IN THESE EFFORTS.

A significant element of our strategy focuses on developing products that deliver greater benefits to pharmaceutical companies, healthcare workers and patients. The development of these products requires significant research and development, clinical evaluations and regulatory approvals. The results of our product development efforts may be affected by a number of factors, including our ability to innovate, develop and manufacture new products, complete clinical trials, obtain regulatory approvals and secure customer orders for these products. In addition, patents attained by others can preclude or delay our commercialization of a product. There can be no assurance that any products now in development, or that we may seek to develop in the future, will achieve technological feasibility, obtain regulatory approval or gain market acceptance.

WE MAY ENCOUNTER DIFFICULTIES MANAGING OUR GROWTH, WHICH COULD MATERIALLY HARM OUR BUSINESS.

We expect to expand our operations and grow our research and development, product development, regulatory, manufacturing, sales, marketing and administrative operations. This expansion has placed, and is expected to continue to place, a significant strain on our management, operational and financial resources. To manage our growth and to develop and commercialize our products, we will be required to improve existing, and implement new, operational and financial systems, procedures and controls and expand, train and manage our growing employee base. In addition, we will need to manage relationships with various manufacturers, suppliers, customers and other organizations. Our ability to manage our operations and growth will require us to improve our operational, financial and management controls, as well as our internal reporting systems and controls. We may not be able to implement such improvements to our management information, disclosure controls and procedures and internal control systems in an efficient and timely manner and may discover deficiencies in existing systems and controls. Our failure to accomplish any of these tasks could materially harm our business.

WE DEPEND ON OUR EXECUTIVE OFFICERS AND KEY PERSONNEL AND THE LOSS OF THEM COULD ADVERSELY AFFECT OUR BUSINESS.

Our success depends upon the efforts and abilities of our executive officers and other key personnel, particularly Mr. Rondald Wheet, our Chief Executive Officer, to provide strategic direction, manage our operations and maintain a cohesive and stable environment. Although we have an employment agreement with Mr. Wheet and other key personnel, as well as incentive compensation plans that provide various economic incentives for them to remain with us, these agreements and incentives may not be sufficient to retain them. Further, the SEC has brought suit against the Company and Mr. Wheet relating to the alleged issuance of misleading press releases, and although the Company and Mr. Wheet are defending against such allegations, the outcome of such lawsuit could result in Mr. Wheet’s separation from the Company. Our ability to operate successfully and manage our potential future growth also depends significantly upon our ability to attract, retain and motivate highly skilled and qualified personnel. We face intense competition for such personnel, and we may not be able to attract, retain and motivate these individuals. The loss of our executive officers or other key personnel for any reason or our inability to hire, retain and motivate additional qualified personnel in the future could prevent us from sustaining or growing our business. In addition, we have a limited history of operations under our current officers and directors. Our officers have not worked together for an extensive length of time. If for any reason our management members cannot work efficiently as a team, our business will be adversely affected.

THE MANUFACTURING FACILITIES OF OUR SUPPLIERS MUST COMPLY WITH APPLICABLE REGULATORY REQUIREMENTS. IF THEY FAIL TO ACHIEVE OR MAINTAIN REGULATORY APPROVAL FOR THESE MANUFACTURING FACILITIES, OUR BUSINESS AND OUR RESULTS OF OPERATIONS WOULD BE HARMED.

Commercialization of our products requires access to, or the development of, manufacturing facilities that meet applicable regulatory standards to manufacture a sufficient supply of our products. In addition, the FDA must approve facilities that manufacture our products for U.S. commercial purposes, as well as the manufacturing processes and specifications for the product. Suppliers of components of, and products used to manufacture, our products must also comply with FDA and foreign regulatory requirements, which often require significant time, money and record-keeping and quality assurance efforts and subject us and our suppliers to potential regulatory inspections and stoppages. If our suppliers do not achieve or maintain required regulatory approval for our manufacturing operations, our commercialization efforts could be delayed, which would harm our business and our results of operations.

THE COSTS OF RAW MATERIALS HAVE A SIGNIFICANT IMPACT ON THE LEVEL OF EXPENSES THAT WE INCUR. IF THE PRICES OF RAW MATERIALS AND RELATED FACTORS SUCH AS ENERGY PRICES INCREASE, AND WE CANNOT PASS THOSE PRICE INCREASES ON TO OUR CUSTOMERS, OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION WOULD SUFFER.

We use a number of raw materials including polymer plastics. The prices of many of these raw materials, such as those sourced from petroleum-based raw materials, are cyclical and volatile. While we would generally attempt to pass along increased costs to our customers in the form of sales price increases, we might not be able to do so, for competitive or contract-related reasons or otherwise. If we are not able to set our prices to reflect the costs of our raw materials, our results of operations and our financial condition could suffer.

DISRUPTIONS IN THE SUPPLY OF KEY RAW MATERIALS AND DIFFICULTIES IN THE SUPPLIER QUALIFICATION PROCESS COULD ADVERSELY IMPACT OUR OPERATIONS.

We employ a supply chain management strategy which seeks to source components and materials from a number of established third party companies. Where possible, we seek to establish dual contracts for the supply of particular components or services. However, there is a risk that our supply lines may be interrupted in the event of a supplier production problem, material recall or financial difficulties. If one of our suppliers is unable to supply materials required for production of our products or our strategies for managing these risks are unsuccessful, we may be unable to complete the production of sufficient quantities of product to fulfill customer orders, or complete the qualification of new replacement materials for some programs in time to meet future production requirements. Prolonged disruptions in the supply of any of our key raw materials, difficulty in completing qualification of new sources of supply, or in implementing the use of replacement materials or new sources of supply, could have a material adverse effect on our results of operations, our financial condition or cash flows.

SOME COMPANIES WE MAY UTILIZE FOR THE SUPPLY OF COMPONENTS ARE ALSO COMPETITORS, AND THEY COULD ELECT TO CEASE SUPPLY RELATIONSHIPS WITH US IN THE FUTURE FOR COMPETITIVE REASONS.

Some companies we may utilize for the supply of components for the RevVac™ safety syringe also develop and market their own safety products. These companies may elect to cease supply relationships with us in the future for competitive reasons. This may disrupt our supply chain, cause difficulties in the qualification of new sources of supply and impair our ability to supply customer orders. Such events may have a material adverse effect on our results of operations, our financial condition or cash flows.

THE MEDICAL DEVICE INDUSTRY IS VERY COMPETITIVE.

Competition in the medical device industry is intense. We face this competition from a wide range of companies. These include large medical device companies, most of which have greater financial and human resources, distribution channels and sales and marketing capabilities than we do. Our ability to compete effectively depends upon our ability to distinguish our company and our products from our competitors and their products. Factors affecting our competitive position include, for example, product design and performance, product safety, sales, marketing and distribution capabilities, success and timing of new product development and introductions and intellectual property protection.

OUR COMPETITORS HAVE GREATER RESOURCES.

The three leading manufacturers of hypodermic syringes and blood collection products are BD, Covidien, and Terumo. All three companies offer both standard syringes and at least one safety syringe alternative. These competitors have greater financial resources, larger and more established sales and marketing and distribution organizations, and greater market influence, including long-term contracts. These competitors may be able to use these resources to improve their products through research and acquisitions or develop new products, which may compete more effectively with our products. If our competitors choose to use their resources to create products superior to ours, we may be unable to sell our products and our ability to continue operations would be weakened.

WE MAY BE ADVERSELY IMPACTED BY NEXT GENERATION DRUG DELIVERY TECHNOLOGIES.

Much of our potential sales and potential profitability depends to a large extent on the sale of drug products delivered by subcutaneous or intramuscular injection. Other device companies, and pharmaceutical companies, are attempting to develop alternative therapies or drug administration systems such as needle-free or intradermal injection technology for the treatment or prevention of various diseases. The development of new or improved products, processes or technologies by other companies may render our products or proposed products obsolete or less competitive. If the products developed in the future by our customers or potential customers use another delivery system, our sales and potential profitability could suffer. Furthermore, we will be largely reliant upon the receipt of revenues from the sale of the RevVac™ safety syringe and will not have the benefit of diversification.

1714

WE MAY FACE SIGNIFICANT UNCERTAINTY IN THE INDUSTRY DUE TO GOVERNMENT HEALTHCARE REFORM.

The healthcare industry in the United States is subject to fundamental changes due to the ongoing healthcare reform and the political, economic and regulatory influences. In March 2010, comprehensive healthcare reform legislation was signed into law in the United States through the passage of the Patient Protection and Affordable Health Care Act and the Health Care and Education Reconciliation Act. Among other initiatives, the legislation provides for a 2.3% annual excise tax on the ~~sales~~sale of certain medical devices in the United States, commencing in January 2013. ~~This~~Because ~~enacted~~our ~~excise~~products are subject to this tax, this tax may adversely affect our operating expenses and results of operations. In addition, various healthcare reform proposals have also emerged at the state level. We cannot predict with certainty what healthcare initiatives, if any, will be implemented at the state level, or what ultimate effect of federal healthcare reform or any future legislation or regulation may have on us or on our customers’ purchasing decisions regarding our products and services.

WE ARE SUBJECT TO REGULATION BY GOVERNMENTS AROUND THE WORLD, AND IF THESE REGULATIONS ARE NOT COMPLIED WITH, EXISTING AND FUTURE OPERATIONS MAY BE CURTAILED, AND WE COULD BE SUBJECT TO LIABILITY.

The design, development, manufacturing, marketing and labeling of our products are subject to regulation by governmental authorities in the United States, Europe and other countries, including the FDA. The regulatory process can result in required modification or withdrawal of existing products and a substantial delay in the introduction of new products. Also, it is possible that regulatory approval may not be obtained for a new product. Our business may be adversely affected by changes in the regulation of drug products and medical devices.

Our target customers are also subject to government regulations for the manufacturing, approval, marketing and labeling of medical products. An effect of the governmental regulation of our customers’ injectable drug products and manufacturing processes is that compliance with regulations makes it costly and time consuming to transition to the use of our devices for existing products, or to secure approval for pipeline products targeted for use with our devices. If regulation of our customers’ products incorporating our devices increases over time, it is likely that this would adversely affect our sales and profitability.

IF OUR PRODUCTS ARE FOUND TO HAVE DEFECTS OR FAIL TO MEET INDUSTRY STANDARDS, WE WILL INCUR SUBSTANTIAL LITIGATION, JUDGMENT, PRODUCT LIABILITY AND PRODUCT RECALL COSTS, WHICH WILL INCREASE OUR LOSSES AND NEGATIVELY AFFECT OUR BRAND NAME REPUTATION AND PRODUCT SALES.

We may be subject to liability for errors that occur with our technologies due to claims of negligence or product malfunction. Pursuant to our manufacturing agreement ~~with MIG~~, the Company has the right to claim reimbursement for damages due to manufacturing defects but will have product liability insurance in place before delivery of its products. We can still suffer litigation as a result of perceived product malfunctioning, adversely affecting our reputation, planned revenue stream and company. Despite purchasing product liability insurance at the industry standard amount, product liability claims could increase our costs and adversely affect our reputation, planned revenues and, ultimately, lead to additional losses. In addition, product defects could result in product recalls and warranty claims. A product recall could delay or halt production of our product until we are able to remedy the product defects. The occurrence of any claims, judgments or product recalls will negatively affect our brand name image and product sales, lead to additional costs, and adversely affect our financial condition and results of operation.

INTELLECTUAL PROPERTY LITIGATION COULD BE COSTLY AND DISRUPTIVE TO US.

The retractable syringe product lines in which we compete are relatively new inventions with numerous companies having patents. In recent years, there have been several patent infringement suits involving other industry participants. To-date, we have not been subject to any such patent infringement suits and also hold freedom to operate reports which we believe indicate that our technology and associated products are substantially different from other known patents. There is no assurance, however, that third parties will not assert any patent, copyright, trademark and other intellectual property rights to technologies used in our business. Any claims, with or without merit, could be time-consuming, result in costly litigation, divert the efforts of our technical and management personnel or require us to pay substantial damages. If we are unsuccessful in defending ourselves against these types of claims, we may be required to do one or more of the following:

·● stop, delay or abandon our ongoing or planned commercialization of the product that is the subject of the suit;

18● attempt to obtain a license to sell or use the relevant technology or substitute technology, which license may not be available on reasonable terms or at all; or

·● ~~attempt~~redesign tothose ~~obtain~~products athat ~~license to sell or~~ use the relevant technology ~~or substitute technology, which license may not be available on reasonable terms or at all; or~~.

· redesign those products that use the relevant technology.

IF WE ARE UNABLE TO PROTECT THE CONFIDENTIALITY OF OUR PROPRIETARY INFORMATION AND KNOW-HOW, THE VALUE OF OUR TECHNOLOGY AND PRODUCTS COULD BE ADVERSELY AFFECTED.

In addition to patented technology, we rely on our unpatented proprietary technology, trade secrets, processes and know-how. We generally seek to protect this information by confidentiality agreements with our employees, consultants, scientific advisors and third parties. These agreements may be breached, and we may not have adequate remedies for any such breach. In addition, our trade secrets may otherwise become known or be independently developed by competitors. To the extent that our employees, consultants or contractors use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions.

WE PURCHASE SOME OF THE KEY COMPONENTS OF OUR PRODUCTS FROM SINGLE SUPPLIERS. THE LOSS OF THESE SUPPLIERS COULD PREVENT OR DELAY SHIPMENTS OF OUR PRODUCTS OR DELAY OUR CLINICAL TRIALS OR OTHERWISE ADVERSELY AFFECT OUR BUSINESS.

~~Some~~All of the key components of our products and related services are currently purchased from ~~only~~a single ~~suppliers~~supplier with which we dohave ~~not~~a ~~have~~five ~~long-term~~year ~~contracts~~contract. ~~Some~~Our ~~of these~~current ~~suppliers~~supplier ~~may~~is be located outside of the United States, which could make us subject to foreign export laws and U.S. import and customs statutes and regulations, thus complicating and delaying shipments of components. If necessary or desirable, we could source our product components and related services from other suppliers. However, establishing additional or replacement suppliers for these components, and obtaining any necessary regulatory clearances or approvals, could take a substantial amount of time and could result in increased costs and impair our ability to produce our products, which would adversely impact our business, operating results and prospects. If our independent contract ~~manufacturers~~manufacturer ~~fail~~fails to timely deliver to us sufficient quantities of some of our products and components in a timely manner, our operations may be harmed.

OUR RELIANCE ON INDEPENDENT CONTRACT MANUFACTURERS TO MANUFACTURE MOST OF OUR PRODUCTS AND COMPONENTS INVOLVES SEVERAL RISKS, INCLUDING:

·● inadequate capacity of the manufacturer’s facilities;

·● financial difficulties experienced by manufacturers due to the recent economic recession and continuing economic uncertainty;

·● interruptions in access to certain process technologies; and

·● reduced control over product availability, quality, delivery schedules, manufacturing yields and costs.

Shortages of raw materials, production capacity or financial constraints, or delays by our contract manufacturers could negatively affect our ability to meet our production obligations and result in increased prices for affected parts. Any such reduction, constraint or delay may result in delays in shipments of our products or increases in the prices of components, either of which could have a material adverse effect on our business.16

19Shortages of raw materials, production capacity or financial constraints, or delays by our contract manufacturers could negatively affect our ability to meet our production obligations. Any such reduction, constraint or delay may result in delays in shipments of our products which could have a material adverse effect on our business.

IF WE, OUR CONTRACT MANUFACTURERS OR OUR COMPONENT SUPPLIERS FAIL TO COMPLY WITH THE FDA’S QUALITY SYSTEM REGULATIONS, THE MANUFACTURING AND DISTRIBUTION OF OUR DEVICES COULD BE INTERRUPTED, AND OUR PRODUCT SALES AND OPERATING RESULTS COULD SUFFER.

We, our contract manufacturers and our component suppliers are required to comply with the FDA’s quality system regulations, which is a complex regulatory framework that covers the procedures and documentation of the design, testing, production, control, quality assurance, labeling, packaging, sterilization, storage and shipping of our devices. The FDA enforces its quality system regulations through periodic unannounced inspections. We cannot assure you that our facilities or our contract manufacturers’ or component suppliers’ facilities would pass any future quality system inspection. If our or any of our contract manufacturers’ or component suppliers’ facilities fails a quality system inspection, the manufacturing or distribution of our devices could be interrupted and our operations disrupted. Failure to take adequate and timely corrective action in response to an adverse quality system inspection could force a suspension or shutdown of our packaging and labeling operations or the manufacturing operations of our contract manufacturers, or a recall of our devices. If any of these events occurs, we may not be able to provide our customers with the quantity of RevVac™ safety syringes they require on a timely basis, our reputation could be harmed and we could lose customers, any or all of which may have a material adverse effect on our business, financial condition and results of operations.

OUR OPERATING RESULTS MAY BE ADVERSELY IMPACTED BY WORLDWIDE POLITICAL AND ECONOMIC UNCERTAINTIES AND SPECIFIC CONDITIONS IN THE MARKETS WE ADDRESS.

In the recent past, general worldwide economic conditions have experienced a downturn due to slower economic activity, concerns about inflation, increased energy costs, decreased consumer confidence, reduced corporate profits and capital spending, and adverse business conditions. Any continuation or worsening of the current global economic and financial conditions could materially adversely affect (i) our ability to raise, or the cost of, needed capital, (ii) demand for our current and future products and (iii) our ability to commercialize products. We cannot predict the timing, strength, or duration of any economic slowdown or subsequent economic recovery, worldwide, or in the display industry.

BECAUSE WE PLAN TO CONTINUE USING FOREIGN CONTRACT MANUFACTURERS, OUR OPERATING RESULTS COULD BE HARMED BY ECONOMIC, POLITICAL, REGULATORY AND OTHER FACTORS IN FOREIGN COUNTRIES.

We currently use a contract manufacturer in Asia to manufacture our RevVac™ safety syringe, and we plan to use foreign manufacturers to manufacture future products, where appropriate. These international operations are subject to inherent risks, which may adversely affect us, including:

·● political and economic instability; ● high levels of inflation, historically the case in a number of countries in Asia; ● burdens and costs of compliance with a variety of foreign laws; ● foreign taxes; ● changes in tariff rates or other trade and monetary policies; and ● changes or volatility in currency exchange rates.

~~· high levels of inflation, historically the case in a number of countries in Asia;~~17

· burdens and costs of compliance with a variety of foreign laws;

· foreign taxes;

· changes in tariff rates or other trade and monetary policies; and

· changes or volatility in currency exchange rates.

IF WE FAIL TO MANAGE EXPANSION EFFECTIVELY, OUR REVENUE AND EXPENSES COULD BE ADVERSELY AFFECTED.

Our ability to successfully offer products and implement our business plan in a rapidly evolving market requires an effective planning and management process. The growth in business and relationships with customers and other third parties has placed, and will continue to place, a significant strain on our management systems and resources. We will need to continue to improve our financial and managerial controls, reporting systems and procedures and will need to continue to train and manage our work force.

INCREASES IN FREIGHT AND ENERGY PRICES WOULD INCREASE OUR OPERATING COSTS AND WE MAY BE UNABLE TO PASS THESE INCREASES ON TO OUR CUSTOMERS IN THE FORM OF HIGHER PRICES, WHICH MAY ADVERSELY AFFECT OUR OPERATING RESULTS.

We use energy to process and transport our products. The prices for and availability of energy resources are subject to volatile market conditions, which are affected by political, economic and regulatory factors beyond our control. Our operating costs increase if energy costs, including electricity, diesel fuel and natural gas, rise. During periods of higher freight and energy costs, we may not be able to recover our operating cost increases through price increases without reducing demand for our products. In addition, we typically do not hedge our exposure to higher freight or energy prices.

THE MANUFACTURE OF MANY OF OUR PRODUCTS IS A HIGHLY EXACTING AND COMPLEX PROCESS, AND IF WE OR ONE OF OUR SUPPLIERS SHOULD ENCOUNTER PROBLEMS MANUFACTURING PRODUCTS, OUR BUSINESS COULD SUFFER.

The manufacture of many of our products is a highly exacting and complex process, in part due to strict regulatory requirements. Problems may arise during the manufacturing process for a variety of reasons, including equipment malfunction, failure to follow specific protocols and procedures, problems with raw materials, maintenance of our manufacturing environment, natural disasters, various contagious diseases and process safety issues. If problems arise during the production of a batch of product, that batch of product may have to be discarded. This could, among other things, lead to increased costs, lost sales, damage to customer relations, time and expenses being spent investigating the cause and, depending on the cause, similar losses with respect to other batches or products. If problems are not discovered before the affected product is released to the market, recall and product liability costs as well as reputational damage may also be incurred. To the extent that we or one of our suppliers experience significant manufacturing problems, this could have a material adverse effect on our business.

IF WE FAIL TO INCREASE OUR PRODUCTION AND MANUFACTURING CAPACITY TO MEET DEMAND, WE WILL BE UNABLE TO ~~CONTINUE TO~~ GROW AND OUR ABILITY TO PRODUCE NEW PRODUCTS, ~~EXPAND WITHIN OUR EXISTING MARKETS~~ AND ENTER INTO ~~NEW~~ MARKETS WILL BE LIMITED.

Global growth and demand for our products ~~has increased~~could increase the utilization of our production and manufacturing facilities, including manufacturing capacity provided by third-party manufacturers and packaging capacity with respect to our products. If we are unable to successfully expand our production and manufacturing capacity, we will be unable to ~~continue~~grow ~~our growth~~ and expand ~~within~~ our ~~existing~~ markets or enter into additional geographic markets or new product categories. In addition, failure to successfully expand our production and manufacturing capacity will limit our ability to introduce and distribute new products, including our existing pipeline of innovations and product improvements, or otherwise take advantage of opportunities in new ~~and existing~~ markets. Further, increasing our production and manufacturing facilities requires significant investment and time to build. Delays in increasing capacity could also limit our ability to ~~continue~~grow ~~our growth~~ and materially adversely affect our business.

~~THE LOSS OF THE SERVICES OF CERTAIN THIRD PARTIES OR RONDALD L. WHEET, OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.~~18

WeTHE ~~are~~SEC ~~dependent~~HAS ~~upon~~BROUGHT ~~the~~SUIT ~~services~~AGAINST ofTHE ~~third parties~~COMPANY ~~related~~AND toITS ~~development~~CHIEF ~~and~~EXECUTIVE ~~commercialization~~OFFICER, ofAND ~~our~~IF ~~planned~~THE ~~products.~~COMPANY ~~The~~DOES ~~loss~~NOT ofPREVAIL ~~their~~IN ~~services~~ITS ~~and~~DEFENSE, ~~the~~THE ~~inability~~COMPANY toMAY ~~retain acceptable~~BE ~~substitutes~~OBLIGATED ~~could~~TO ~~have~~PAY aCERTAIN ~~material~~AMOUNTS ~~adverse~~TO ~~effect~~THE ~~on our future prospects. We are also dependent upon the services of Rondald L. Wheet~~SEC, ~~our~~WHICH ~~Chairman~~COULD ~~and~~ADVERSELY ~~Chief~~AFFECT ~~Executive~~OUR ~~Officer.~~FINANCIAL ~~The loss of his services or our inability to retain suitable replacements could have a material adverse effect on our ability to continue operating.~~POSTION

21The SEC filed a civil complaint in Federal District Court in Georgia against the Company, alleging that the Company issued four misleading press releases during the period from August 2010 through October 2010 and one misleading press release in July 2011, related to the Company’s production schedule of its auto retractable safety syringe. The SEC names the Company’s current Chief Executive Officer, Rondald L. Wheet, as a co-defendant. Among other relief, the SEC seeks an order requiring the defendants to disgorge money received from its equity line financing from August 2010 through May 2011, in addition to other civil penalty amounts. The Company believes that these claims are unfounded and is vigorously defending against them; however, should the Company not prevail in such defense the amount of damages owed to the SEC could be substantial and could adversely affect the Company’s financial condition or cause the Company to cease operations.

~~ALTHOUGH~~ WE ~~BELIEVE~~HAVE ~~THAT~~ACCRUED ~~OUR~~STATE ~~SYSTEM OF DISCLOSURE CONTROLS~~ AND ~~INTERNAL~~FEDERAL ~~CONTROLS~~PAYROLL ~~OVER~~TAX ~~FINANCIAL~~LIABILITIES ~~REPORTING~~AND ~~ARE~~RELATED ~~ADEQUATE,~~PENALTIES ~~SUCH~~AND ~~CONTROLS~~MAY ~~ARE~~BE SUBJECT TO ~~INHERENT~~ACTION ~~LIMITATIONS~~BY FEDERAL TAXING AUTHORITIES.

~~Although~~ weAs ~~believe~~of ~~that~~December ~~our~~31, ~~system~~2013 ~~of disclosure controls~~ and ~~internal~~2012, ~~controls~~the ~~over~~Company ~~financial~~accrued ~~reporting~~$607,134 ~~are~~and ~~adequate~~$411,670, werespectively, ~~cannot~~pursuant ~~assure~~to ~~you~~state ~~that~~and ~~such~~federal ~~controls~~payroll ~~will~~tax ~~prevent~~liabilities ~~all errors~~and orrelated ~~all instances of fraud~~penalties. AAlthough ~~control~~the ~~system,~~Company noplans ~~matter~~to ~~how~~settle ~~well~~these ~~designed and operated~~amounts, ~~can~~there ~~provide~~is ~~only~~no ~~reasonable, not absolute,~~ assurance that ~~the~~its ~~control~~efforts ~~system’s~~to ~~objectives~~settle will be ~~met~~successful. ~~Further,~~Tax ~~the~~liens ~~design~~in ~~of a control system must reflect~~ the ~~fact~~aggregate ~~that~~amount ~~there~~of ~~are~~$6,164 ~~resource~~were ~~constraints,~~filed ~~and~~against the ~~benefits~~Company as of ~~controls~~December ~~must~~31, be2013 ~~considered~~by ~~relative to their costs. Because of~~ the ~~inherent~~South ~~limitations~~Carolina inDepartment ~~all control systems, no evaluation~~ of ~~controls~~Revenue ~~can~~due ~~provide~~to ~~absolute~~these ~~assurance~~delinquent ~~that~~payments ~~all control issues~~ and ~~instances~~failure ofto ~~fraud,~~file ~~if any, within~~ the ~~Company~~required ~~will~~tax ~~be detected~~forms. Tax ~~These~~liens ~~inherent~~in ~~limitations include~~ the ~~realities~~aggregate ~~that~~amount ~~judgments in~~of ~~decision-making can be faulty~~$675,057 ~~and~~were ~~that~~filed ~~breakdowns~~against ~~can~~the ~~occur~~Company ~~because~~as of ~~simple~~April ~~error~~15, or2014 ~~mistake. Controls can also be circumvented~~ by the ~~individual~~Internal ~~acts~~Revenue ofService ~~some~~due ~~persons,~~to bythese ~~collusion~~delinquent ofpayments ~~two~~and orfailure ~~more~~to ~~people,~~file orthe byrequired ~~management~~tax ~~override of the controls~~forms. ~~The~~On ~~design of~~May ~~any~~26, ~~system~~2014, ofthe ~~controls~~Internal isRevenue ~~based~~Service inreduced ~~part upon certain assumptions about~~ the ~~likelihood~~assessment of ~~future~~total ~~events,~~amount ~~and~~owed ~~any~~by ~~design~~approximately ~~may~~$88,000. ~~not succeed~~The inCompany ~~achieving~~has ~~its~~filed ~~stated goals under~~ all ~~potential~~required ~~future~~payroll ~~conditions.~~tax ~~Over~~forms ~~time,~~as ~~controls may become inadequate because~~ of ~~changes in conditions or deterioration in~~ the ~~degree~~date of ~~compliance~~this ~~with~~filing ~~policies~~and oris ~~procedures.~~negotiating ~~Because~~with of the ~~inherent~~taxing ~~limitation of~~authorities ~~a cost-effective control system, misstatements due~~ to ~~error~~resolve orthese ~~fraud may occur and not be detected~~liabilities.

FLUCTUATIONS IN FOREIGN CURRENCY EXCHANGE RATES COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION AND RESULTS FROM OPERATIONS.

Changes in foreign currency exchange rates can affect the value of our assets and liabilities, and the amount of our revenues and expenses. We do not currently try to mitigate our exposure to currency exchange rate risks by using hedging transactions. We cannot predict future changes in foreign currency exchange rates, and as a result, we may suffer losses as a result of future fluctuations.

Risks Related to Our Common Stock

YOUR OWNERSHIP INTEREST MAY BE DILUTED AND THE VALUE OF THE SHARES OF OUR COMMON STOCK MAY DECLINE BY THE EXERCISE OF STOCK OPTIONS WE HAVE GRANTED OR MAY GRANT IN THE FUTURE AND BY THE COMMON STOCK WE HAVE ISSUED OR WILL ISSUE IN THE FUTURE.

As of ~~February~~December 1031, ~~2012~~2013, there were 195,~~064~~500,~~750~~ 000 options outstanding, which consisted of options to purchase common stock at exercise prices ranging from $0.08- to $0.50 ~~cents~~ per share, all of which are exercisable. 65,~~453~~000,~~750~~000 options ~~still~~granted ~~outstanding~~to ~~were~~Rondald ~~granted~~Wheet in 2007 ~~and 2008~~ at ~~a weighted average price of~~ $0.08 ~~per~~expired ~~share~~on ~~and~~May ~~are considered in the money as of February 10~~15, ~~2012. 2,675,000~~2014 ~~options~~and ~~issued in 2011 exercisable at .15 cents per share are considered in the money. An additional 1,~~500,000 options issued atto anVincent ~~exercise~~Olmo ~~price of .25 cents are considered in the money. 3,650,000 options issued in 2010 and 2011~~ at an exercise price of ~~.30 cents are considered out of the money. 4,786,000 options exercisable at~~ $0.50 ~~per~~expired ~~share~~on ~~are~~April ~~considered~~1, ~~out of the money~~2014. ~~2,253,750~~On ofMay ~~the options~~28, ~~as of February 10~~2014, ~~2012, were granted to officers and directors. Additionally, under~~ the ~~terms~~Company ofissued ~~certain~~an ~~2009~~additional ~~and 2010 private placement agreements~~11, 1500,~~989,900~~000 ~~warrants~~options ~~were~~at ~~issued with~~ an exercise price of $0.5001. ~~cents~~The ~~and~~options anwere ~~expiration~~granted ~~date~~to ofthe ~~March~~following ~~31,~~individuals: ~~2012. Of~~(1) ~~those warrants~~7, ~~117~~000,~~400~~000 ~~have~~options ~~been~~to ~~exercised.~~Rondald 1Wheet,~~500,000~~ ~~warrants~~our ~~with~~Chief ~~various~~Executive ~~expiration~~Officer ~~dates~~ and ~~exercise~~Director, ~~prices~~(2) ~~ranging~~2,000,000 ~~from~~options ~~$0.50 cents~~ to ~~$5.00~~Thomas ~~were~~Beahm, ~~issued~~a todirector ~~MIG according to the terms~~ of the ~~manufacturing agreement signed September 17~~Company, ~~2010.~~(3) ~~These warrants are presently in dispute. 600~~1,000,000 ~~warrants~~options ~~were issued in 2012 according~~ to ~~the~~Vincent ~~terms~~Olmo, ofour ~~two~~former ~~convertible~~Chief ~~debt~~Operating ~~agreements. These warrants expire on December 31~~Officer, ~~2012.~~(4) ~~300~~1,000,000 ofto ~~these~~Stephen ~~warrants~~Wheet,our ~~are~~Director ~~exercisable~~of atSales; ~~$0.25 cents~~ and ~~300~~(5) 500,000 ~~are~~to ~~exercisable~~Bryon atScott $0Key.~~50.~~

Additionally, as of December 31, 2013, there were 6,249,008 warrants outstanding. 4,166,005 of these warrants were exercisable at $0.125 and 2,083,003 were exercisable at $0.25. The exercise prices of these warrants were reduced on November 20, 2013 from $0.25 to $0.125 in the case of the $0.125 warrants and from $0.50 to $0.25 in the case of the $0.25 warrants.

We may decide, however, to modify the terms and/or exercise price of these “out of the money” options. To the extent that the outstanding options to purchase our common stock are exercised, your ownership interest may be diluted. If the options are exercised and sold into the market, they could cause the market price of our common stock to decline.

From time to time the Company has issued and plans to continue to issue shares of its common stock to pay current and future obligations. During ~~2011~~2012 and 2013, the Company issued 8,792,748 1and 2,~~513~~751,~~940~~ 229 shares of common stock, respectively, for services rendered. If and when, and to the extent that, those shares are sold into the market, they could cause the market price of our common stock to decline.

As of ~~February~~December 1031, ~~2012~~2013, we had 250,000,000 shares of common stock authorized and 56107,~~110~~039,~~691~~034 shares of common stock outstanding. The authorized but unissued shares have the same rights and privileges as the common stock presently outstanding. The unissued authorized shares can be issued without further action of the shareholders. If and when, and to the extent that, the unissued authorized shares are issued and sold into the market, they could cause the market price of our common stock to decline.

OUR STOCK PRICE IS VOLATILE AND YOUR INVESTMENT IN OUR SECURITIES COULD DECLINE IN VALUE, RESULTING IN SUBSTANTIAL LOSSES TO YOU.

The market price of our common stock, which is currently quoted on the OTC Markets ~~OTCQB~~, has been, and may continue to be, highly volatile. Our stock began trading on the over the counter bulletin board on May 1, 2008. On April 19, ~~2010~~2011, the Company began trading on the OTC Markets ~~OTCQB~~. Factors such as announcements of product development progress, financings, technological innovations or new products, either by us or by our competitors or third parties, as well as market conditions within the medical devices industry may have a significant impact on the market price of our common stock. In general, medical device stocks tend to be volatile even during periods of relative market stability because of the high rates of failure and substantial funding requirements associated with medical device companies. Market conditions and conditions of the medical device sector could also negatively impact the price of our common stock.

THE APPLICATION OF THE “PENNY STOCK” RULES COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON SHARES AND INCREASE YOUR TRANSACTION COSTS TO SELL THOSE SHARES.

The ~~Securities and Exchange Commission (the “~~SEC”) has adopted rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

·● the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased; and ● that a broker or dealer ~~approve~~approves a person’s account for transactions in penny stocks;.

· the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased; and

· that a broker or dealer approve a person’s account for transactions in penny stocks.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

·● obtain financial information and investment experience objectives of the person; and ● make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

· make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

·● sets forth the basis on which the broker or dealer made the suitability determination; and ● that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

· that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

AS AN ISSUER OF “PENNY STOCK,” THE PROTECTION PROVIDED BY THE FEDERAL SECURITIES LAWS RELATING TO FORWARD LOOKING STATEMENTS DOES NOT APPLY TO US.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, the Company will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by the Company contained a material misstatement of fact or was misleading in any material respect because of the Company’s failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

2320

~~MR.~~KVM ~~RONDALD~~WILL L.PAY ~~WHEET,~~LESS ~~OUR~~THAN ~~CHIEF EXECUTIVE OFFICER AND CHAIRMAN, HAS VOTING CONTROL OF~~ THE ~~COMPANY~~THEN-PREVAILING ~~AND~~MARKET ~~CAN~~PRICE ~~UNILATERALLY MAKE BUSINESS DECISIONS~~ FOR ~~US.~~OUR ~~ALTHOUGH~~COMMON ~~WE HAVE TWO OUTSIDE DIRECTORS, THERE ARE NO PROCEDURES IN PLACE TO RESOLVE POTENTIAL CONFLICTS AND TO EVALUATE RELATED PARTY TRANSACTIONS THAT ARE TYPICALLY REVIEWED BY INDEPENDENT DIRECTORS~~STOCK.

~~Because~~The ~~Mr.~~common ~~Wheet~~stock ~~owns~~to ~~1,000,000~~be ~~Series~~issued ~~2006 Preferred~~to ~~shares,~~KVM ~~which~~pursuant ~~gives~~to ~~him~~ the ~~right~~Investment toAgreement ~~vote~~will ~~125~~be ~~shares~~purchased toat ~~one~~a indiscount ~~addition~~of to22.5% of the ~~shares~~average of the three lowest closing bids for the Company’s common stock heduring ~~already~~the ~~owns, voting~~seven ~~together~~consecutive astrading adays ~~single~~prior ~~class~~to ~~with~~the date the Company’s ~~common~~delivers ~~stock~~to KVM a Put Notice, hesubject ~~controls~~to athe ~~majority~~terms of the ~~Company’s~~Investment Agreement. KVM has a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and ~~can~~the ~~unilaterally~~market ~~make~~price. ~~business~~If ~~decisions~~KVM onsells the shares, the price of our ~~behalf.~~common ~~Although~~stock wecould ~~appointed~~decrease. ~~two~~If ~~outside~~our ~~directors~~stock price decreases, ~~there~~KVM ~~are~~may nohave ~~procedures in~~a ~~place~~further incentive to ~~resolve~~sell ~~potential~~the ~~conflicts~~shares ~~and~~of ~~evaluate~~our ~~related~~common ~~party~~stock ~~transactions~~ that ~~are~~it ~~typically~~holds. ~~reviewed~~These bysales ~~independent~~may ~~directors~~have a further impact on our stock price.

WEYOUR ~~ARE~~OWNERSHIP ~~REGISTERING~~INTEREST ANMAY ~~AGGREGATE~~BE OFDILUTED ~~7,000,000 SHARES~~AND THE VALUE OF OUR COMMON STOCK TOMAY BEDECLINE ~~ISSUED~~BY ~~UNDER~~EXERCISING THE ~~EQUITY~~PUT ~~AGREEMENT.~~RIGHT ~~THE~~PURSUANT ~~SALE~~TO ~~OF SUCH SHARES COULD DEPRESS~~ THE ~~MARKET~~INVESTMENT ~~PRICE OF OUR COMMON STOCK~~AGREEMENT.

We ~~are~~Effective ~~registering~~September an15, ~~aggregate of 7~~2014,~~000,000 Put~~ ~~Shares~~we ofentered ~~common~~into ~~stock~~a ~~under~~$1,500,000 ~~the~~Investment ~~registration~~Agreement ~~statement~~with ofKVM. ~~which~~Pursuant ~~this prospectus forms a part for issuance pursuant~~ to the ~~Equity~~ Investment Agreement., ~~Notwithstanding~~when ~~TCA’s~~we ~~ownership~~deem ~~limitation,~~it ~~the 7~~necessary,~~000,000~~ ~~Put~~we ~~Shares~~may ~~would~~raise ~~represent~~capital ~~approximately~~through ~~11.09% of~~the ~~our~~private ~~shares~~sale of our common stock ~~outstanding~~to ~~immediately~~KVM ~~after~~at ~~our~~a ~~exercise~~discount of ~~the~~22.5% ~~put~~of ~~right under~~ the ~~Equity~~average ~~Agreement. The sale~~ of ~~these Shares into~~ the ~~public~~three ~~market~~lowest byclosing ~~TCA~~bids ~~could~~for ~~depress~~ the ~~market~~Company’s ~~price of our~~ common stock. Atduring the ~~assumed~~seven ~~purchase~~consecutive ~~price of~~trading ~~$0.285~~days ~~per~~prior ~~share, we will be able~~ to ~~receive up to $1,995,000 in gross proceeds, assuming~~ the ~~sale~~date of the ~~entire~~Company ~~7,000,000~~delivers ~~Put Shares being registered hereunder pursuant~~ to ~~the~~KVM ~~Equity~~a ~~Agreement~~Put Notice. WeBecause ~~would be required to register 17,544 additional shares to obtain~~ the ~~balance~~put ofprice ~~$2,000,000~~is ~~under~~lower ~~the~~than ~~Equity Agreement at~~ the ~~assumed~~prevailing ~~purchase~~market price of ~~$0.285.~~our ~~Due~~common ~~to the floating offering price~~stock, ~~we are not able~~ to ~~determine~~ the ~~exact~~extent ~~number~~that ofthe ~~shares~~put ~~that~~right weis ~~will~~exercised, ~~issue~~your ~~under~~ownership ~~the~~interest ~~Equity~~may ~~Agreement~~be diluted.

~~THE~~WE ~~COMPANY~~ARE ~~MAY~~REGISTERING ~~NOT~~AN ~~HAVE~~AGGREGATE ~~ACCESS~~OF TO8,000,000 ~~THE FULL~~SHARES ~~AMOUNT~~OF ~~AVAILABLE~~COMMON STOCK TO BE ISSUED UNDER THE ~~EQUITY~~INVESTMENT AGREEMENT. THE SALE OF SUCH SHARES COULD DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.

We ~~have~~are ~~not~~registering ~~drawn~~an ~~down~~aggregate ~~funds~~of ~~and~~8,000,000 ~~have~~Put ~~not~~Shares ~~issued shares~~ of ~~our~~ common stock under the ~~Equity Agreement with TCA. Our ability to draw down funds and sell shares under the Equity Agreement requires that the~~ registration statement, of which this prospectus isforms a part, befor ~~declared~~issuance ~~effective~~pursuant byto the ~~SEC,~~Investment ~~and~~Agreement. ~~that this~~Notwithstanding ~~registration~~KVM’s ~~statement~~ownership ~~continue to be effective. In addition~~limitation, the ~~registration statement of which this prospectus is a part registers 7~~8,000,000 Put Shares ~~issuable~~would ~~under~~represent ~~the~~approximately ~~Equity~~7.6% ~~Agreement,~~of ~~and~~ our ~~ability to access the Equity Agreement to sell any remaining~~ shares ~~issuable under the Equity Agreement is subject to our ability to prepare and file one or more additional registration statements registering the resale~~ of ~~these~~common ~~shares.~~stock ~~These~~outstanding ~~subsequent~~immediately ~~registration~~after ~~statements may be subject to review and comment by the staff of the SEC, and will require the consent of~~ our ~~independent~~exercise ~~registered public accounting firm. Therefore, the timing~~ of ~~effectiveness of these subsequent registration statements cannot be assured. The effectiveness of these subsequent registration statements is a condition precedent to our ability to sell~~ the ~~shares~~put ofright ~~common stock subject to these subsequent registration statements to TCA~~ under the ~~Equity~~Investment Agreement. ~~Even~~The ifsale ~~we are successful in causing one or more registration statements registering the resale~~ of ~~some~~these orPut ~~all~~Shares ofinto the ~~shares~~public ~~issuable~~market ~~under the Equity Agreement to be declared effective~~ by ~~the~~KVM ~~SEC~~could indepress ~~a timely manner, we will not be able to sell shares under~~ the ~~Equity~~market ~~Agreement~~price ~~unless~~of ~~certain other conditions are met. Accordingly, because~~ our ~~ability~~ tocommon draw down amounts under the Equity Agreement is subject to a number of conditions, there is no guarantee that we will be able to draw down any portion or all of the $2,000,000 available to us under the Equity Agreementstock.

~~CERTAIN~~At ~~RESTRICTIONS~~an ONassumed ~~THE~~purchase ~~EXTENT~~price ~~OF PUTS~~under ~~AND~~the ~~THE~~Investment ~~DELIVERY~~Agreement OFof ~~ADVANCE~~$0.00775 ~~NOTICES~~(equal ~~MAY~~to ~~HAVE~~77.5% ~~LITTLE~~of the closing price of our common stock of $0.01 on August 19, IF2014), ~~ANY~~we will be able to receive up to $60,063 ~~EFFECT~~in ONgross ~~THE~~proceeds, ~~ADVERSE~~assuming ~~IMPACT~~the OFsale ~~OUR~~of ~~ISSUANCE~~the OFentire ~~SHARES~~8,000,000 INPut ~~CONNECTION WITH~~Shares ~~THE~~(including ~~EQUITY~~the ~~AGREEMENT~~250,000 ~~AND~~shares ASpreviously ~~SUCH~~issued to KVM) being registered hereunder pursuant to the Investment Agreement. At an assumed purchase price of $0.00775 under the Investment Agreement, ~~TCA~~we ~~MAY~~would ~~SELL~~be Arequired ~~LARGE~~to ~~NUMBER~~register OF185,798,387 ~~SHARES~~additional shares to obtain the balance of $1,439,938 ~~RESULTING~~under INthe ~~SUBSTANTIAL~~Investment ~~DILUTION~~Agreement. TODue ~~THE~~to ~~VALUE~~the ~~OF SHARES~~floating ~~HELD~~offering BYprice, ~~EXISTING~~we ~~SHAREHOLDERS~~are not able to determine the exact number of shares that we will issue under the Investment Agreement. We have reserved 8,000,000 shares of our common stock for issuance to KVM under the Investment Agreement.

~~TCA~~WE ~~has~~MAY ~~agreed,~~NOT ~~subject~~HAVE toACCESS ~~certain~~TO ~~exceptions listed~~THE inFULL ~~the~~AMOUNT ~~Equity~~AVAILABLE ~~Agreement,~~UNDER toTHE ~~refrain~~INVESTMENT ~~from holding an amount of shares which would result in TCA or its affiliates owning more than 9~~AGREEMENT.99% of the then-outstanding shares of the Company’s common stock at any one time. These restrictions, however, do not prevent TCA from selling shares of common stock received in connection with a put, and then receiving additional shares of common stock in connection with a subsequent put. In this way, TCA could sell more than 9.99% of the outstanding common stock in a relatively short time frame while never holding more than 9.99% at one time.

24We have not drawn down funds and have not issued shares of our common stock under the Investment Agreement with KVM. Our ability to draw down funds and sell shares under the Investment Agreement requires that the registration statement, of which this prospectus is a part, be declared effective by the SEC, and that this registration statement continue to be effective. In addition, the registration statement of which this prospectus is a part registers 8,000,000 Shares issuable under the Investment Agreement and our ability to access the Investment Agreement to sell any remaining shares issuable under the Investment Agreement is subject to our ability to prepare and file one or more additional registration statements registering the resale of these shares. These subsequent registration statements may be subject to review and comment by the staff of the SEC, and will require the consent of our independent registered public accounting firm. Therefore, the timing of effectiveness of these subsequent registration statements cannot be assured. The effectiveness of these subsequent registration statements is a condition precedent to our ability to sell the shares of common stock subject to these subsequent registration statements to KVM under the Investment Agreement. Even if we are successful in causing one or more registration statements registering the resale of some or all of the shares issuable under the Investment Agreement to be declared effective by the SEC in a timely manner, we will not be able to sell shares under the Investment Agreement unless certain other conditions are met. Accordingly, because our ability to draw down amounts under the Investment Agreement is subject to a number of conditions, there is no guarantee that we will be able to draw down any portion or all of the $1,500,000 available to us under the Investment Agreement.

~~ASSUMING WE UTILIZE THE MAXIMUM AMOUNT AVAILABLE UNDER THE EQUITY LINE OF CREDIT, EXISTING SHAREHOLDERS COULD EXPERIENCE SUBSTANTIAL DILUTION UPON THE ISSUANCE OF COMMON STOCK.~~21

~~Our~~CERTAIN ~~Equity~~RESTRICTIONS ~~Agreement~~ON ~~with~~THE ~~TCA~~EXTENT ~~contemplates the~~OF ~~potential~~PUTS ~~future~~AND ~~issuance~~THE ~~and~~DELIVERY ~~sale~~OF ofADVANCE upNOTICES toMAY $2HAVE LITTLE,~~000,000~~ ofIF ~~our~~ANY, ~~common~~EFFECT ~~stock~~ON toTHE ~~TCA~~ADVERSE ~~subject~~IMPACT toOF ~~certain~~OUR ~~restrictions~~ISSUANCE ~~and~~OF ~~obligations. The~~SHARES ~~following~~IN ~~table~~CONNECTION isWITH anTHE ~~example~~INVESTMENT ofAGREEMENT, ~~the~~AND ~~number~~AS ofSUCH, ~~shares~~KVM ~~that~~MAY ~~could~~SELL beA ~~issued~~LARGE atNUMBER ~~various~~OF ~~prices assuming we utilize the maximum amount remaining available under the Equity Agreement. These examples assume issuances at a market price of $0.30 per share and at 10%~~SHARES, ~~25%,~~RESULTING ~~50%,~~IN ~~and~~SUBSTANTIAL ~~75%~~DILUTION ~~below~~TO ~~$0.30~~THE ~~per~~VALUE ~~share,~~OF ~~taking~~SHARES ~~into~~HELD ~~account~~BY ~~TCA’s~~EXISTING ~~5% discount~~SHAREHOLDERS.

KVM has agreed, subject to certain exceptions listed in the Investment Agreement, to refrain from holding an amount of shares which would result in KVM or its affiliates owning more than 4.99% of the then-outstanding shares of our common stock at any one time. These restrictions, however, do not prevent KVM from selling shares of common stock received in connection with a put, and then receiving additional shares of common stock in connection with a subsequent put. In this way, KVM could sell more than 4.99% of the outstanding common stock in a relatively short time frame while never holding more than 4.99% at one time.

ASSUMING WE UTILIZE THE MAXIMUM AMOUNT AVAILABLE UNDER THE INVESTMENT AGREEMENT, EXISTING SHAREHOLDERS COULD EXPERIENCE SUBSTANTIAL DILUTION UPON THE ISSUANCE OF COMMON STOCK.

Our Investment Agreement with KVM contemplates the potential future issuance and sale of up to $1,500,000 of our common stock to KVM subject to certain restrictions and obligations. The following table is an example of the number of shares that could be issued at various prices assuming we utilize the maximum amount remaining available under the Investment Agreement. These examples assume issuances at a market price of $0.01 per share and at 10%, 25%, 50%, and 75% below $0.01 per share, taking into account KVM’s 22.5% discount.

The following table should be read in conjunction with the footnotes immediately following the table.

Percent below Current market price	~~Price per Share (1)~~			~~Number~~Price ofper ~~shares~~share ~~issuable~~ (21)		~~Shares~~Number ~~outstanding~~of shares issuable (32)		~~Percent~~Shares of outstanding ~~shares~~ (43)			Percent of outstanding shares (4)
10%	$	0.25650			7,797,271		63,907,962		12.20	%
	10		%	$	0.006975		215,053,736		365,480,446			58.8	%
25%	$	0.21375			9,356,725		65,467,416		14.29	%
	25		%	$	0.005813		258,064,516		408,491,219			63.2	%
50%	$	0.14250			14,035,088		70,145,779		20.01	%
	50		%	$	0.003875		387,096,774		537,523,477			72.0	%
75%	$	0.07125			28,070,176		84,180,867		33.35	%
	75		%	$	0.001938		774,193,548		924,620,251			83.7	%

	(1)	Represents purchase prices equal to 9577.5% of $0.3001 and potential reductions thereof of 10%, 25%, 50% and 75%.
	(2)	Represents the number of shares issuable if the entire $21,~~000~~500,000 under the ~~Equity~~Investment Agreement were drawn down at the indicated purchase prices. Our Articles of Incorporation currently authorizes 250,000,000 shares of common stock.
	(3)	Based on 56150,~~110~~426,~~691~~703 shares of common stock outstanding at ~~February~~August 1029, ~~2012~~2014. Our Articles of Incorporation currently authorizes 250,000,000 shares of common stock. We may in the future need to amend our Articles of Incorporation in order to increase our authorized shares of common stock.
	(4)	Percentage of the total outstanding shares of common stock after the issuance of the shares indicated, without considering any contractual restriction on the number of shares the selling shareholder may own at any point in time or other restrictions on the number of shares we may issue.

~~TCA WILL PAY LESS THAN THE THEN-PREVAILING MARKET PRICE FOR OUR COMMON STOCK.~~22

~~The~~MR. ~~common~~RONDALD ~~stock~~L. toWHEET, beOUR ~~issued~~CHIEF toEXECUTIVE ~~TCA~~OFFICER ~~pursuant to~~AND ~~the Equity Agreement will be purchased at an 5% discount to the average of the lowest closing price of the common stock of any two trading days~~CHAIRMAN, ~~consecutive~~HAS orVOTING ~~inconsecutive,~~CONTROL ~~during~~OF ~~the~~THE ~~five~~COMPANY ~~consecutive~~AND ~~trading~~CAN ~~days~~UNILATERALLY ~~immediately~~MAKE ~~following~~BUSINESS ~~the~~DECISIONS ~~date~~FOR ~~of our advance notice to TCA of our election to put shares pursuant to the Equity Agreement~~US. ~~TCA~~ALTHOUGH ~~has~~WE aHAVE ~~financial~~ONE ~~incentive~~OUTSIDE ~~to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If TCA sells the shares~~DIRECTOR, ~~the~~THERE ~~price~~ARE ofNO ~~our~~PROCEDURES ~~common~~IN ~~stock~~PLACE ~~could~~TO ~~decrease.~~RESOLVE IfPOTENTIAL ~~our~~CONFLICTS ~~stock~~AND ~~price~~TO ~~decreases,~~EVALUATE ~~TCA~~RELATED ~~may have~~PARTY aTRANSACTIONS ~~further~~THAT ~~incentive~~ARE toTYPICALLY ~~sell~~REVIEWED ~~the~~BY ~~shares~~INDEPENDENT ~~of our common stock that it holds~~DIRECTORS. ~~These sales may have a further impact on our stock price.~~

~~YOUR~~Because ~~OWNERSHIP~~Mr. ~~INTEREST~~Wheet ~~MAY~~owns BE1,000,000 ~~DILUTED AND~~Series ~~THE~~2006 ~~VALUE~~Preferred OFshares, ~~OUR~~which ~~COMMON~~gives ~~STOCK~~him ~~MAY~~the ~~DECLINE~~right BYto ~~EXERCISING~~vote ~~THE~~125 ~~PUT~~shares ~~RIGHT~~to ~~PURSUANT~~one TOin ~~OUR~~addition ~~EQUITY~~to ~~AGREEMENT~~the shares of the Company's common stock he already owns, voting together as a single class with the Company’s common stock, he controls a majority of the Company’s common stock and can unilaterally make business decisions on our behalf. Although we appointed an outside director, there are no procedures in place to resolve potential conflicts and evaluate related party transactions that are typically reviewed by independent directors.

~~Effective~~IF ~~December~~WE ~~29,~~ARE ~~2011,~~UNABLE weTO ~~entered~~ESTABLISH ~~into a~~APPROPRIATE ~~$2,000,000~~INTERNAL ~~Equity~~FINANCIAL ~~Agreement~~REPORTING ~~with~~CONTROLS ~~TCA.~~AND ~~Pursuant to the Equity Agreement~~PROCEDURES, ~~when~~IT weCOULD ~~deem~~CAUSE itUS ~~necessary,~~TO weFAIL ~~may~~TO ~~raise~~MEET ~~capital~~OUR ~~through the~~REPORTING ~~private~~OBLIGATIONS, ~~sale~~RESULT ofIN ~~our~~THE ~~common~~RESTATEMENT ~~stock~~OF toOUR ~~TCA~~FINANCIAL atSTATEMENTS, aHARM ~~price~~OUR ~~equal~~OPERATING toRESULTS, ~~ninety-five~~SUBJECT ~~percent~~US ~~(95%)~~TO ofREGULATORY ~~the~~SCRUTINY ~~lowest~~AND ~~daily~~SANCTION, ~~volume~~CAUSE ~~weighted~~INVESTORS ~~average price~~TO ofLOSE ~~the~~CONFIDENCE ~~Company’s~~IN ~~common~~OUR ~~stock~~REPORTED ~~for~~FINANCIAL ~~the~~INFORMATION ~~five~~AND ~~trading~~HAVE ~~days~~A ~~immediately~~NEGATIVE ~~following~~EFFECT ~~the~~ON ~~date~~THE ~~our~~MARKET ~~advance~~PRICE ~~notice~~FOR isSHARES ~~delivered. Because~~OF ~~the~~OUR ~~put~~COMMON ~~price is lower than the prevailing market price of our common stock, to the extent that the put right is exercised, your ownership interest may be diluted~~STOCK.

25Our principal executive officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2013, and concluded that the disclosure controls and procedures were not effective as a whole, and that the deficiency involving internal controls constituted a material weakness as discussed below. Under the supervision and with the participation of management, including the principal executive officer, the Company’s management has evaluated the effectiveness of its internal control over financial reporting and concluded that the Company’s internal control over financial reporting was ineffective as of December 31, 2013 and June 30, 2014.

Effective internal controls are necessary for us to provide reliable financial reports and to effectively prevent fraud. We maintain a system of internal control over financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer and principal financial officer, or persons performing similar functions, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

As a public company, we have significant additional requirements for enhanced financial reporting and internal controls. We will be required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal controls over financial reporting. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.

We cannot assure you that we will not, in the future, identify areas requiring improvement in our internal control over financial reporting. We cannot assure you that the measures we will take to remediate any areas in need of improvement will be successful or that we will implement and maintain adequate controls over our financial processes and reporting in the future as we continue our growth. If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our common stock.

WE HAVE NOT PAID DIVIDENDS IN THE PAST AND DO NOT EXPECT TO PAY DIVIDENDS FOR THE FORESEEABLE FUTURE. ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR COMMON STOCK.

No cash dividends have been paid on the Company’s common stock. We expect that any income received from operations will be devoted to our future operations and growth. The Company does not expect to pay cash dividends in the near future. Payment of dividends would depend upon our profitability at the time, cash available for those dividends, and other factors as the Company’s board of directors may consider relevant. If the Company does not pay dividends, the Company’s common stock may be less valuable because a return on an investor’s investment will only occur if the Company’s stock price appreciates.

2623

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

~~The~~This ~~information~~Prospectus ~~contained~~contains incertain ~~this Registration Statement, including in the documents incorporated by reference into this Registration Statement, includes some statement that are not purely historical and that are “~~forward-looking statements.” ~~Such~~When ~~forward-looking~~used ~~statements~~in ~~include,~~this ~~but~~Prospectus ~~are not limited to, statements regarding our and their management’s expectations, hopes, beliefs, intentions~~ or ~~strategies~~in ~~regarding the~~any ~~future,~~other ~~including our financial condition~~presentation, ~~results of operations, and the expected impact of the Share Exchange on the parties’ individual and combined financial performance. In addition, any~~ statements ~~that~~which ~~refer~~are tonot ~~projections,~~historical ~~forecasts~~in ~~or other characterizations of future events or circumstances~~nature, including ~~any~~the ~~underlying assumptions, are forward-looking statements. The~~ words “~~anticipates~~anticipate,” “~~believes~~estimate,” “~~continue~~should,” “~~could~~expect,” “~~estimates~~believe,” “~~expects~~intend,” “~~intends,” “~~may,” “~~might~~project,” “~~plans,~~plan” ~~“possible,”~~or “~~potential~~continue,” ~~“predicts,” “projects,” “seeks,” “should,” “will,” “would”~~ and similar expressions~~, or~~ ~~the~~are ~~negatives~~intended ofto ~~such terms, may~~ identify forward-looking statements,. ~~but~~They ~~the~~also ~~absence~~include statements containing a projection of ~~these~~revenues, ~~words~~earnings ~~does~~or ~~not~~losses, ~~mean~~capital ~~that~~expenditures, adividends, ~~statement is~~capital ~~not~~structure ~~forward-looking~~or other financial terms.

The forward-looking statements ~~contained~~ in this ~~Registration~~Prospectus ~~Statement~~ are based onupon ~~current~~our ~~expectations~~management’s beliefs, assumptions and ~~beliefs~~expectations ~~concerning~~of our future ~~developments~~operations and ~~the~~economic ~~potential~~performance, ~~effects on~~taking into account the ~~parties~~information ~~and~~currently ~~the~~available ~~transaction~~to them. ~~There~~These ~~can~~statements beare nonot ~~assurance~~statements ~~that~~of ~~future~~historical ~~developments~~fact. ~~actually~~Forward-looking ~~affecting~~statements usinvolve ~~will~~risks beand ~~those~~uncertainties, ~~anticipated. These~~ some of which are not currently known to us that may cause our actual results, performance or ~~performance~~financial condition to be materially different from ~~those~~the ~~expressed~~expectations of future results, performance or ~~implied~~financial bycondition ~~these~~we express or imply in any forward-looking statements,. ~~including~~These ~~the following~~ forward-looking statements ~~involve~~are based on our current plans and expectations and are subject to a number of uncertainties and risks, ~~uncertainties~~that ~~(some~~could ofsignificantly ~~which~~affect ~~are~~current ~~beyond the~~plans ~~parties’~~and ~~control)~~expectations orand ~~other~~our ~~assumptions~~future financial condition and results.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Prospectus might not occur. We qualify any and all of our forward-looking statements entirely by these cautionary factors. As a consequence, current plans, anticipated actions and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on our behalf. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented herein.

USE OF PROCEEDS

We will not receive any proceeds from the sale of ~~the~~ common stock ~~offered through this prospectus~~ by the Selling Security Holders. ~~However,~~All weof ~~will~~the ~~receive~~net proceeds ~~(i)~~ from ~~any~~ the sale of our common stock will go to the ~~Put~~Selling ~~Shares~~Security ~~under~~Holders as described below in the ~~Equity~~sections ~~Agreement~~entitled to“Selling ~~TCA~~Security orHolders” ~~(ii)~~and “Plan of Distribution”. We may, however, receive proceeds in the event that some or all of the warrants held by a ~~Selling Security~~selling ~~Holder~~stockholder are exercised for cash. There can be no assurance that any of the Selling Security Holders will exercise their warrants or that we will receive any proceeds therefrom. We intend to use ~~the~~any net proceeds received for working capital or general corporate needs.

DETERMINATION OF OFFERING PRICE

Our common stock currently trades on the OTCQB under the symbol “RMCP”. The ~~proposed~~ offering price of ~~the Put Shares is~~ $0.3001 ~~and has been estimated solely~~ for the ~~purpose~~shares of ~~computing~~common ~~the~~stock ~~amount~~offered ofis ~~the~~estimated ~~registration~~solely based ~~fee in accordance with Rule 457(c) of the Securities Act of 1933,~~ on the ~~basis of the~~ closing ~~bid~~ price of ~~common stock of~~ the Company ~~on February 10, 2012. A broker-dealer has filed a Form 211 Application on the Company~~’s ~~behalf~~common instock ~~order~~as toreported ~~obtain a quotation~~ on the ~~OTCBB.~~OTCQB ~~The~~on August ~~Company expects to obtain FINRA approval prior to this registration statement being declared effective~~19, 2014. ~~See “Recent Developments”.~~ The offering prices of the Warrant Shares are $0.25125 and $0.5025, respectively, which is equal to the exercise prices of the warrants. The Selling Security Holders may sell shares in any manner at the current market price.

SELLING SECURITY HOLDERS

~~The~~ ~~Put~~We ~~Shares~~are registering 20,453,098 shares of common stock, including (i) 6,204,090 shares of common stock previously issued to certain shareholders pursuant to conversion of certain convertible promissory notes and/or other agreements; (ii) 8,000,000 shares of common stock that may be put to KVM, of which 250,000 shares have previously been issued, and (iii) 6,249,008 shares of common stock underlying common stock purchase warrants.

~~TCA is the potential purchaser of our common stock under the Equity Agreement.~~ The ~~7,000,000~~Common ~~Put~~ Shares ~~offered in this prospectus are based on the Equity Agreement between TCA~~ and ~~us. TCA may from time to time offer and sell any or all of~~ the Put Shares that are registered under this prospectus. The purchase price is ninety-five percent (95%) of the lowest daily volume weighted average price of the Company’s common stock for the five trading days immediately following the date on which the Company is deemed to provide an advance notice under the Equity Agreement.

We Of the 20,453,098 shares of common stock being offered for resale in this registration statement (i) 6,204,090 are ~~unable~~held toby ~~determine~~certain ~~the~~shareholders ~~exact~~who ~~number~~ received shares upon conversion of ~~Put~~certain convertible promissory notes and/or pursuant to other agreements (the “Common Shares”); ~~that~~and ~~will~~(ii) ~~actually~~8,000,000 beare ~~sold~~issuable to KVM upon Puts by ~~TCA~~the ~~according~~Company toin ~~this~~accordance ~~prospectus~~with ~~due~~the terms and conditions of the Investment Agreement, of which 250,000 restricted shares have previously been issued to: KVM.

· the ability of TCA to determine when and whether it will sell any of the Put Shares under this prospectus; and

· the uncertainty as to the number of Put Shares that will be issued upon exercise of our put options through the delivery of an Advance notice under the Equity Agreement.

The following information contains a description of how TCA acquired (or shall acquire) the Put Shares to be sold in this offering. TCA has not held a position or office, or had any other material relationship with us, except as follows.

TCA is a limited partnership organized and existing under the laws of the Cayman Islands. All investment decisions of, and control of, TCA is held by its general partner TCA Global Credit Fund GP, Ltd (“TCA GP”). Robert Press is the manager of TCA GP, and he has voting and investment power over the shares beneficially owned by TCA. TCA acquired, or will acquire, all shares being registered in this offering in the financing transaction with us.

TCA intends to sell up to 7,000,000 Put Shares of our common stock pursuant to the Equity Agreement under this prospectus. On December 29, 2011, the Company and TCA entered into the Equity Agreement pursuant to which we have the opportunity, for a twenty-four (24) month period, beginning on the date on which the SEC first declares effective this registration statement registering the resale of our shares by TCA, to sell shares of our common stock for a total price of $2,000,000. For each share of our common stock purchased under the Equity Agreement, TCA will pay ninety-five percent (95%) of the lowest daily volume weighted average price of the Company’s common stock for the five trading days immediately following the date on which the Company is deemed to provide an advance notice of a sale of common stock under the Equity Agreement.

We relied on an exemption from the registration requirements of the Securities Act. The transaction does not does involve a private offering, TCA is an “accredited investor” and/or qualified institutional buyer and TCA has access to information about the Company and its investment.

There are substantial risks to investors as a result of the issuance of shares of our common stock under the Equity Agreement. These risks include dilution of stockholders and significant decline in our stock price.

TCA will periodically purchase shares of our common stock under the Equity Agreement and will in turn, sell such shares to investors in the market at the prevailing market price. This may cause our stock price to decline, which will require us to issue increasing numbers of shares to TCA to raise the same amount of funds, as our stock price declines.

TCA and any participating broker-dealers are “underwriters” within the meaning of the Securities Act. All expenses incurred with respect to the registration of the common stock will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commission or other expenses incurred by the Selling Security Holder in connection with the sale of such shares.

Except as indicated below, neither the Selling Security Holder nor any of its associates or affiliates has held any position, office, or other material relationship with us in the past three years.

The Warrant Shares

The 16,~~200~~249,~~000~~008 Warrant Shares being offered for resale in this registration statement are held by certain shareholders who purchased common stock purchase warrants in private transactions.

28All expenses incurred with respect to the registration of the common stock will be borne by KVM. We will not be obligated to pay any underwriting fees, discounts, commission or other expenses incurred by the Selling Security Holders in connection with the sale of such shares.

All expenses incurred with respect to the registration of the common stock will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commission or other expenses incurred by the Selling Security Holders in connection with the sale of such shares.

Except as indicated below, neither the Selling Security Holders nor any of their associates or affiliates has held any position, office, or other material relationship with us in the past three years.

The following table sets forth the name of the Selling Security Holders, the number of shares of common stock beneficially owned by each of the Selling Security Holders as of the date hereof and the number of ~~share~~shares of common stock being offered by each of the Selling Security Holders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholder is under no obligation to sell all or any portion of such shares nor isare the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the Selling Security Holder. The “~~Number~~Amount ~~of Shares~~ Beneficially Owned After the Offering” column assumes the sale of all shares offered.

Name	Shares Beneficially Owned Prior to Offering		~~Shares to be Offered~~	Shares to be Offered		~~Amount Beneficially Owned After Offering (1)~~		Amount Beneficially Owned After Offering (1)	~~Percent Beneficially Owned After the Offering~~			Percent Beneficially Owned After the Offering
TCA Global Credit Master Fund, LP (2)		559,268		7,000,000			559,268			*	%
KVM Capital Partners (20)		250,000			8,000,000				0				*	%
John A. Delay		385,000		300,000			85,000			*	%
John A. Deleye		1,257,434			1,257,434	(2)			0				*	%
Roy C. Smith		~~400~~511,~~000~~177		~~300,000~~	511,177	(3)	~~100,000~~		0	*	%		*	%
Joshua Buhler		0356,524		~~150,000~~	356,524	(4)	0		0	*	%		*	%
Arkady Frekhtman		~~562~~2,~~810~~791,266		~~450,000~~	2,791,266	(5)	~~112,810~~		0	*	%		*	%
Christopher Lenart		642,367			642,367	(6)			0				*	%
Randy Hope		600,000			504,594	(7)			95,406				*	%
Van Johnson		500,000			259,008	(8)			240,992				*	%
Charles Nickle		1,680,581			1,080,581	(9)			600,000				*	%

Salvatore Zingales	339,820	292,820	(10)	47,000	*	%

Vincent L. Olmo	1,785,811	1,050,000	(11)	735,811	*	%
Robert A. Nickle	630,000	533,024	(12)	96,976	*	%

Charles R. & Pamela T. Nickle Revocable Trust	1,100,613	1,100,613	(13)	0	*	%

Donald Baker	623,727	150,000	(14)	473,727	*	%

Patterson Smith	372,244	372,244	(15)	0	*	%

Jean Garneau	1,350,000	378,934	(16)	971,066	*	%

Robert H. Hill, Trustee of the Robert H. Hill Trust, UBD 252009	196,151	196,151	(17)	0	*	%

Ken Glasson	766,361	766,361	(18)	0	*	%

Lana Al Khaleej Medical Supplies	210,000	210,000	(19)	0	*	%

(1)	This number assumes each Selling Security Holder sells all of its shares being offered pursuant to this prospectus.

(2) ~~TCA~~Includes ~~Global~~(i) ~~Credit Master Fund~~657,434 LPshares ~~is a limited partnership organized and existing under the laws~~ of ~~the~~common ~~Cayman~~stock ~~Islands.~~already ~~TCA~~issued, ~~Global~~(ii) ~~Credit Fund GP~~400,000 ~~Ltd.~~warrants isto ~~the~~purchase ~~general~~shares ~~partner~~at ofan ~~TCA~~exercise ~~and~~price ~~has~~of ~~voting~~$0.125 and ~~investment~~(iii) ~~power~~200,000 ~~over~~warrants ~~the~~to purchase shares ~~beneficially~~of ~~owned~~common bystock ~~TCA.~~at ~~Robert~~an ~~Press~~exercise isprice ~~the manager~~ of ~~TCA GP, and he has voting and investment power over the shares beneficially owned by TCA~~$0.25.

(3) Includes (i) 211,177 shares of common stock already issued, (ii) 200,000 warrants to purchase shares at an exercise price of $0.25125 and (iii) 100,000 warrants to purchase shares of common stock at an exercise price of $0.5025.

(4) Includes ~~200~~(i) 206,524 shares of common stock already issued, (ii) 100,000 warrants to purchase shares at an exercise price of $0.25125 and ~~100~~(iii) 50,000 warrants to purchase shares of common stock at an exercise price of $0.5025.

(5) Includes ~~100~~(i) 1,291,266 shares of common stock already issued, (ii) 1,000,000 warrants to purchase shares at an exercise price of $0.25125 and 50(iii) 500,000 warrants to purchase shares of common stock at an exercise price of $0.5025.

(6) Includes ~~300~~(i) 342,367 shares of common stock already issued, (ii) 200,000 warrants to purchase shares at an exercise price of $0.25125 and ~~150~~(iii) 100,000 warrants to purchase shares of common stock at an exercise price of $0.5025.

(7)	Includes (i) 204,594 shares of common stock already issued, (ii) 200,000 warrants to purchase shares at an exercise price of $0.125 and (iii) 100,000 warrants to purchase shares of common stock at an exercise price of $0.25.

(8)	Includes (i) 100,000 shares of common stock already issued, (ii) 106,005 warrants to purchase shares at an exercise price of $0.125 and (iii) 53,003 warrants to purchase shares of common stock at an exercise price of $0.25.

(9)	Includes (i) 780,581 shares of common stock already issued, (ii) 200,000 warrants to purchase shares at an exercise price of $0.125 and (iii) 100,000 warrants to purchase shares of common stock at an exercise price of $0.25.

(10)	Includes (i) 142,820 shares of common stock already issued, (ii) 100,000 warrants to purchase shares at an exercise price of $0.125 and (iii) 50,000 warrants to purchase shares of common stock at an exercise price of $0.25.

(11)	Includes 700,000 warrants to purchase shares at an exercise price of $0.125 and 350,000 warrants to purchase shares of common stock at an exercise price of $0.25.

(12)	Includes (i) 383,024 shares of common stock already issued, (ii) 100,000 warrants to purchase shares at an exercise price of $0.125 and (iii) 50,000 warrants to purchase shares of common stock at an exercise price of $0.25.

(13)	Includes (i) 800,613 shares of common stock already issued, (ii) 200,000 warrants to purchase shares at an exercise price of $0.125 and (iii) 100,000 warrants to purchase shares of common stock at an exercise price of $0.25.

(14)	Includes 100,000 warrants to purchase shares at an exercise price of $0.125 and 50,000 warrants to purchase shares of common stock at an exercise price of $0.25.

(15)	Includes (i) 222,244 shares of common stock already issued, (ii) 100,000 warrants to purchase shares at an exercise price of $0.125 and (iii) 50,000 warrants to purchase shares of common stock at an exercise price of $0.25.

(16)	Includes (i) 228,934 shares of common stock already issued, (ii) 100,000 warrants to purchase shares at an exercise price of $0.125 and (iii) 50,000 warrants to purchase shares of common stock at an exercise price of $0.25.

(17)	Includes (i) 106,151 shares of common stock already issued, (ii) 60,000 warrants to purchase shares at an exercise price of $0.125 and (iii) 30,000 warrants to purchase shares of common stock at an exercise price of $0.25.

(18)	Includes (i) 526,361 shares of common stock already issued, (ii) 160,000 warrants to purchase shares at an exercise price of $0.125 and (iii) 80,000 warrants to purchase shares of common stock at an exercise price of $0.25.

(19)	Includes 140,000 warrants to purchase shares at an exercise price of $0.125 and 70,000 warrants to purchase shares of common stock at an exercise price of $0.25.

(20)	Includes 7,750,000 shares issuable to KVM pursuant to the Investment Agreement and 250,000 restricted shares issued to KVM under the Original Investment Agreement. Neil Kleinman has the voting and dispositive power over the shares owned by KVM.

PLAN OF DISTRIBUTION

This prospectus relates to the resale of 820,~~200~~453,~~000 Shares~~098 ofshares ~~our~~including (i) 6,204,090 shares of common stock, ~~par~~previously ~~value~~issued ~~$0.001~~to ~~per~~certain ~~share,~~shareholders bypursuant ~~the~~to ~~selling~~conversion ~~security~~of ~~holders~~certain ~~(the~~convertible ~~“Selling~~promissory ~~Security~~notes ~~Holders”), including~~and/or other agreements; (iii) 78,000,000 ~~Put~~shares ~~Shares~~of common stock that wemay ~~will~~be put to ~~TCA~~KVM, ~~pursuant~~of towhich ~~the~~250,000 ~~Equity~~shares ~~Agreement~~have previously been issued, and (iiiii) 16,~~200~~249,~~000~~008 ~~Warrant~~shares ~~Shares~~of common stock underlying common stock purchase warrants.

The Investment Agreement with KVM is not transferable.

At an assumed purchase price under the Investment Agreement of $0.00775 (equal to 77.5% of the closing price of our common stock of $0.01 on August 19, 2014), we will be able to receive up to $60,063 in gross proceeds, assuming the sale of the entire 8,000,000 Put Shares (including the 250,000 shares previously issued to KVM) being registered hereunder pursuant to the Investment Agreement. At an assumed purchase price of $0.00775 under the Investment Agreement, we would be required to register 185,798,387 additional shares to obtain the balance of $1,439,938 under the Investment Agreement. Due to the floating offering price, we are not able to determine the exact number of shares that we will issue under the Investment Agreement. We have reserved 8,000,000 shares of our common stock for issuance to KVM under the Investment Agreement.

The Selling Security Holders and any of its respective pledges, donees, assignees and other successors-in-interest may, from time to time, sell any or all of their shares of our common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The Selling Security Holders may use any one or more of the following methods when selling shares:

·● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

~~· block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;~~27

·● ~~purchases~~an byexchange adistribution ~~broker-dealer~~in asaccordance ~~principal~~with ~~and~~the ~~resale~~rules byof the applicable exchange; ● privately negotiated transactions; ● broker-~~dealer~~dealers ~~for~~may ~~its~~agree ~~account~~with the Selling Security Holders to sell a specified number of such shares at a stipulated price per share; ● through the writing of options on the shares; ● a combination of any such methods of sale; and ● any other method permitted pursuant to applicable law.

·The anSelling ~~exchange~~Security ~~distribution~~Holders or their respective pledgees, donees, transferees or other successors in ~~accordance~~interest, ~~with~~may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Security Holders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a Selling Security Holder will attempt to sell shares of Common Stock in block transactions to market makers or other purchasers at a price per share which may be below the then market price. The Selling Security Holders cannot assure that all or any of the shares offered in this prospectus will be issued to, or sold by, the Selling Security Holders. In addition, the Selling Security Holders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus are “underwriters” as that term is defined under the Securities Act or the Exchange Act, or the rules and regulations under such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the ~~applicable~~shares ~~exchange;~~purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

· Discounts, ~~privately~~concessions, ~~negotiated~~commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a Selling Security Holder. The Selling Security Holders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions; involving sales of the shares if liabilities are imposed on that person under the Securities Act.

·The ~~broker-dealers~~Selling Security Holders may ~~agree~~from ~~with~~time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or any other applicable provision of the Securities Act amending the list of Selling Security Holders to ~~sell~~include athe ~~specified~~pledgee, ~~number~~transferee ofor ~~such~~other ~~shares~~successors atin interest as a ~~stipulated~~Selling ~~price~~Security ~~per~~Holder ~~share;~~under this prospectus.

29The Selling Security Holders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Security Holders to include the pledgee, transferee or other successors in interest as a Selling Security Holder under this prospectus.

·KVM ~~through~~will bear all costs associated with this registration, except for accounting fees and expenses. All discounts, commissions or fees incurred in connection with the ~~writing~~sale of ~~options~~our oncommon stock offered hereby will be paid by the ~~shares;~~Selling Security Holders.

·The Selling Security Holders acquired the securities offered hereby in the ordinary course of business and have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a ~~combination~~proposed sale of shares of common stock by any ~~such~~Selling ~~methods~~Security Holder. We will file a supplement to this prospectus if a Selling Security Holder enters into a material arrangement with a broker-dealer for sale of common stock being registered. If the Selling Security Holders use this prospectus for any sale; ~~and~~of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act.

~~· any other method permitted pursuant to applicable law.~~28

The Selling Security Holders or successors in-interest may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for itself or its customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Security Holders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that the Selling Security Holders will attempt to sell shares of the Company’s common stock in block transactions to market makers or other purchasers at a price per share which may be below the then market price. The Selling Security Holders cannot assure that all or any of the shares offered in this prospectus will be issued to, or sold by, the Selling Security Holders. In addition, any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus are “underwriters” as that term is defined under the Securities Act or the Exchange Act, or the rules and regulations under such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the Selling Security Holders. The Selling Security Holders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act.

The Selling Security Holders may from time to time pledge or grant a security interest in some or all of the shares of our common stock owned by it and, if it defaults in the performance of its secured obligations, the pledgee or secured parties may offer and sell such the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or any other applicable provision of the Securities Act amending the list of selling security holders to include the pledgee, transferee or other successors in interest as selling security holders under this prospectus.

The Selling Security Holders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling security holders to include the pledgee, transferee or other successors in interest as selling security holders under this prospectus.

We are required to pay all fees and expenses incident to the registration of the shares of common stock. Otherwise, all discounts, commissions or fees incurred in connection with the sale of our common stock offered hereby will be paid by the Selling Security Holders.

The Selling Security Holders acquired the securities offered hereby in the ordinary course of business and has advised us that it has not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of its shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by the Selling Security Holders. We will file a supplement to this prospectus if a Selling Security Holder enters into a material arrangement with a broker-dealer for sale of common stock being registered. If a Selling Security Holder uses this prospectus for any sale of the shares of common stock, it will be subject to the prospectus delivery requirements of the Securities Act.

Pursuant to a requirement by the Financial Industry Regulatory Authority, or FINRA, the maximum commission or discount to be received by any FINRA member or independent broker/dealer may not be greater than eight percent (8%) of the gross proceeds received by us for the sale of any securities being registered pursuant to SEC Rule 415 under the Securities Act.

30Regulation M

The anti-manipulation rules of Regulation M under the Exchange Act, may apply to sales of our common stock and activities of the Selling Security ~~Holder~~Holders. The Selling Security Holders will act independently of us in making decisions with respect to the timing, manner and size of each sale.

~~TCA~~During issuch antime ~~“underwriter”~~as ~~within the~~it ~~meaning~~may be engaged in a distribution of any of the ~~Securities~~shares ~~Act~~we inare ~~connection~~registering ~~with~~by ~~the~~our ~~sale~~registration statement, of ~~our~~which ~~common~~this ~~stock~~Prospectus ~~under~~is ~~the~~a ~~Equity~~part, ~~Agreement.~~the AsSelling ~~further~~Security ~~consideration for~~Holders ~~TCA~~are ~~entering~~required ~~into~~to ~~and~~comply ~~structuring~~with ~~the~~Regulation ~~equity~~M. ~~facility~~In general, ~~the~~Regulation ~~Company~~M ~~shall~~precludes ~~pay~~any toselling ~~TCA~~security ~~the~~holder, ~~Facility~~any ~~Fee~~affiliated ~~Shares.~~purchasers ~~The~~and ~~Facility~~any ~~Fee Shares~~broker-dealer ~~shall~~or beother ~~issued~~person bywho ~~the~~participates ~~Company~~in toa ~~TCA~~distribution infrom ~~four~~bidding ~~(4)~~for ~~quarterly~~or ~~installments~~purchasing, ~~the~~or ~~first~~attempting ofto ~~such~~induce ~~issuances~~any ~~being~~person ~~the~~to ~~date~~bid ~~of execution~~for ofor ~~the~~purchase, ~~Equity~~any ~~Agreement.~~security Itwhich is the ~~intention~~subject of the ~~Company~~distribution ~~and~~until ~~TCA~~the ~~that~~entire ~~the~~distribution ~~value~~is complete. Regulation M defines a "distribution" as an offering of ~~the~~securities ~~Facility~~that ~~Fee~~is ~~Shares~~distinguished ~~shall~~from ~~equal $100,000.~~ordinary Intrading ~~the~~activities ~~event~~by the ~~value~~magnitude of the ~~Facility~~offering ~~Fee~~and ~~Shares~~the ~~issued~~presence toof ~~TCA~~special ~~does~~selling ~~not~~efforts ~~equal~~and ~~$100,000~~selling ~~after~~methods. Regulation M also defines a ~~nine~~"distribution ~~month~~participant" ~~evaluation date,~~as ~~the~~an ~~Equity~~underwriter, ~~Agreement~~prospective ~~provides~~underwriter, ~~for~~broker, andealer, ~~adjustment~~or ~~provision~~other ~~allowing~~person ~~for~~who ~~necessary~~has ~~action~~agreed to ~~adjust~~participate ~~the~~or ~~number~~who ofis ~~shares~~participating ~~issued~~in a distribution.

WeRegulation ~~will~~M ~~pay~~under ~~all~~the ~~expenses~~Exchange ~~incident~~Act toprohibits, ~~the~~with ~~registration~~certain exceptions, ~~offering~~ ~~and~~participants ~~sale~~in ofa ~~the~~distribution ~~shares~~from ofbidding ~~our~~for ~~common~~or ~~stock~~purchasing, tofor ~~the~~an ~~public~~account ~~hereunder~~in ~~other~~which ~~than~~the ~~commissions,~~participant ~~fees~~has ~~and~~a ~~discounts~~beneficial ~~of underwriters~~interest, ~~brokers,~~ ~~dealers~~any ~~and~~of ~~agents.~~the Ifsecurities ~~any~~that ofare ~~these~~the ~~other~~subject ~~expenses~~of ~~exists,~~the wedistribution. ~~expect~~Regulation ~~TCA~~M toalso ~~pay~~governs ~~these~~bids ~~expenses.~~and Wepurchases ~~have~~made ~~agreed~~in order to ~~indemnify TCA~~stabilize ~~and~~the ~~its~~price ~~controlling~~of ~~persons~~a ~~against~~security ~~certain~~in ~~liabilities,~~connection ~~including~~with ~~liabilities~~a ~~under~~distribution of the ~~Securities Act~~security. We ~~estimate~~have ~~that~~informed the ~~expenses~~ ofSelling Security Holders that the ~~offering~~anti-manipulation toprovisions beof ~~borne~~Regulation byM usmay ~~will~~apply beto ~~approximately~~the ~~$40,000.~~sales Weof ~~will~~their ~~not~~shares ~~receive~~offered ~~any~~by ~~proceeds~~this ~~from~~prospectus, ~~the~~and ~~resale~~we ofhave ~~any of~~also advised the ~~shares~~Selling ofSecurity ~~our~~Holders ~~common~~of ~~stock~~the byrequirements ~~TCA.~~for Wedelivery ~~may,~~of ~~however,~~this ~~receive~~prospectus ~~proceeds~~in ~~from~~connection ~~the~~with ~~sale~~any sales of ~~our~~the common stock ~~under~~offered ~~the~~by ~~Equity Agreement~~this prospectus.

DESCRIPTION OF SECURITIES TO BE REGISTERED

General

We are authorized to issue an aggregate number of 255,000,000 shares of capital stock, of which 250,000,000 shares are common stock, $0.001 par value per share, and 5,000,000 shares are preferred stock, $0.001 par value per share.

Common Stock

We are authorized to issue 250,000,000 shares of common stock, par value $0.001 per share, of which 56 150,~~110~~426,~~691~~703 shares were outstanding as of ~~February~~August 1029, ~~2012~~2014.

Holders of our common stock are entitled to one vote per share on all matters submitted to a vote of the shareholders. Shares of our common stock do not have cumulative voting rights, which ~~means~~mean that the holders of a majority of the shareholder votes eligible to vote and voting for the election of the board of directors can elect all members of the board of directors. Holders of a majority of the issued and outstanding shares of common stock may take action by written consent without a meeting. Upon any liquidation, dissolution or winding up, holders of shares of our common stock are entitled to receive pro rata all of our assets available for distribution to shareholders. Holders of our common stock do not have any preemptive rights to subscribe for or to purchase any stock, obligations or other securities.

Preferred Stock

The Company has authorized 5,000,000 shares of preferred stock, (par value $0.001 ~~par~~per ~~value) authorized~~share. When the Company issues its preferred stock, it is designated with the year of when it is issued. As of ~~February~~June 109, ~~2012~~2014, there were 1,~~500~~000,000 shares of preferred stock outstanding. On October 24, 2006, the Company designated 1,000,000 shares as Series 2006 Preferred Stock, which were then issued to Mr. Wheet, the Company’s Chief Executive Officer. Each share of preferred stock is convertible, at any time at the discretion of Mr. Wheet, into one share of the Company’s common stock for each share of series of preferred share. Each series of preferred stock has voting rights of 125 votes per share of series preferred voting together as one class with the Company’s common stock. As a result, Mr. Wheet has effective voting control of the Company’s common stock and as such can unilaterally decide on business matters. Upon conversion of the series preferred, each share of common stock resulting from the conversion shall be entitled to one vote per share-not 125 votes per share.

3129

Common Stock Options and Warrants Outstanding

As of ~~February~~December 1031, ~~2012~~2013, there were 195,~~064~~500,~~750~~ 000 options outstanding, which consisted of options to purchase common stock at exercise prices ranging from $0.08- to $0.50 ~~cents~~ per share, all of which are exercisable. 65,~~453~~000,~~750~~000 options ~~still~~granted ~~outstanding~~to ~~were~~Rondald ~~granted~~Wheet in 2007 ~~and 2008~~ at ~~a weighted average price of~~ $0.08 ~~per~~expired ~~share~~on ~~and~~May ~~are considered in the money as of February 10~~15, ~~2012~~2014 for. 2500,~~675,~~000 options issued into ~~2011~~Vincent ~~exercisable~~Olmo at ~~.15 cents~~an ~~per~~exercise ~~share~~price ~~are~~of ~~considered in the money~~$0.50 Anexpired ~~additional~~on April 1,~~500,000~~ ~~options~~2014. ~~issued~~On atMay an28, ~~exercise~~2014, ~~price~~the ofCompany ~~.25~~issued ~~cents~~an ~~are~~additional ~~considered in the money. 3~~11,~~650~~500,000 options ~~issued in 2010 and 2011~~ at an exercise price of ~~.30 cents are considered out of the money. 4,786,000 options exercisable at~~ $0.~~50 per share are considered out of the money~~01. ~~12,253,750~~The ~~of the~~ options, ~~as of February 10, 2012,~~ were granted to ~~officers and directors. Additionally, under~~ the ~~terms~~following ofindividuals: ~~certain~~(1) ~~2009 and 2010 private placement agreements~~7, 1000,~~989,900 warrants~~000 ~~were~~options ~~issued~~to ~~with~~Rondald anWheet, ~~exercise~~our ~~price~~Chief ofExecutive ~~$0.50~~Officer ~~cents~~ and ~~an expiration date of March 31~~Director, ~~2012.~~(2) ~~Of those warrants~~2, ~~117~~000,~~400 have been exercised. 1,500,~~000 ~~warrants~~options ~~with various expiration dates and exercise prices ranging from $0.50 cents~~ to ~~$5.00~~Thomas ~~were issued~~Beahm, toa ~~MIG~~director ~~according to the terms~~ of the ~~manufacturing agreement signed September 17~~Company, ~~2010.~~(3) ~~These warrants are presently in dispute. 600~~1,000,000 ~~warrants~~options ~~were issued in 2012 according~~ to ~~the~~Vincent ~~terms~~Olmo, ofour ~~two~~former ~~convertible~~Chief ~~debt~~Operating ~~agreements. These warrants expire on December 31~~Officer, ~~2012.~~(4) ~~300~~1,000,000 ofto ~~these~~Stephen ~~warrants~~Wheet,our ~~are~~Director ~~exercisable~~of atSales; ~~$0.25 cents~~ and ~~300~~(5) 500,000 ~~are~~to ~~exercisable~~Bryon atScott $0Key.~~50.~~

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The financial statements ~~included~~as inof ~~this~~December ~~prospectus and the registration statement have been audited by Hood Sutton Robinson & Freeman CPAs~~31, ~~P.C.,~~2013 toand ~~the~~2012 ~~extent~~ and ~~for~~ the ~~periods set~~years ~~forth~~then inended included ~~their report appearing elsewhere herein and~~ in ~~the~~this registration statement, ~~and~~have ~~are~~been ~~included~~audited inby ~~reliance~~GBH ~~upon~~CPAs, ~~such report given upon the authority of said firm as experts in auditing and accounting~~PC.

The validity of the issuance of the common stock hereby will be passed upon for us by Lucosky Brookman LLP.

DESCRIPTION OF BUSINESS

Since 1996, Revolutions Medical Corporation ~~(“Revolutions~~ ~~Medical,” the “Company,” “we,” “us” or “our”)~~ has been endeavoring 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, which is designed specifically to reduce accidental needle stick injuries and lower the spread of blood borne diseases. The ~~Company~~RevVac™ ~~also~~safety ~~has~~syringe ~~developed~~is proprietary and protected by two US patents and seven international patents. The proprietary design feature which makes this product so unique is after a ~~suite~~shot is administered, the needle will automatically retract into the plunger by pressing additional pressure with the thumb to break the seal of ~~proprietary~~the ~~MRI~~vacuum ~~software~~which ~~tools; RevColor~~is created at the time of use, ~~Rev3D~~and this is all accomplished with one hand. On February 22, ~~RevDisplay~~2009, the Company announced that it had received notification from the FDA that the 510(k) application for the 3ml RevVac™ safety syringe was cleared to begin marketing and ~~RevScan~~selling this product in the United States. ~~These~~In ~~tools~~2010 ~~are~~this ~~designed~~product towon ~~enhance~~the ~~general~~prestigious ~~diagnostic~~Medical ~~confidence~~Design Excellence Award for innovation and advancement of design for medical products. After going through ~~education~~production cost reduction design changes and ~~research~~ ~~use~~contract manufacturing searches, the Company signed Wuxi Yushou Medical Appliances Co., Ltd, (Yeso-med) as its contract manufacture and began production in 2011. The Company has been selling the ~~future~~3ml weRevVac™ ~~believe~~safety syringe since second quarter of 2012 and expects to complete the production process and begin selling the 1ml, 5ml, and 10ml RevVac™ safety syringes by the end of 2014. After communication and verification with our FDA consultants, additional sizes of the same FDA 510K cleared RevVac™ auto retractable vacuum safety syringe will ~~have~~not ~~specific~~need ~~commercial~~any ~~applications~~additional FDA 510K clearance and can be marketed under our original FDA 510K. Our internal technical files will be updated and each size will pass all ISO standard tests prior to delivering to customer just like our 3ml size.

~~During~~The ~~2010,~~Company ~~Revolutions~~also ~~Medical~~is ~~completed its~~developing ~~pilot~~a ~~run~~suite ~~and~~of ~~market~~proprietary ~~samples~~MRI ~~for~~software ~~the~~tools; ~~improved~~RevColor™, ~~design~~Rev3D™, ofRevDisplay™, ~~its~~and ~~3ml~~RevScan™. ~~RevVac~~“MRI” ~~Safety~~refers ~~Syringe.~~to In“Magnetic ~~September~~Resonance ~~2010~~Imaging,” ~~the Company signed~~ a ~~manufacturing~~widely ~~agreement~~used ~~with~~imaging ~~Medical~~system ~~Investment~~that ~~Group,~~safely ~~Inc.~~creates ~~(“MIG”),~~many todifferent ~~manufacture~~and adetailed ~~minimum~~views of ~~2.5~~selected ~~million~~portions ~~3ml RevVac~~of ~~syringes~~the ~~per~~internal ~~month in MIG’s factory~~anatomy. On These ~~September~~tools 6,are ~~2011,~~designed ~~the~~to ~~Company terminated~~enhance ~~its~~general ~~manufacturing~~diagnostic ~~agreement with~~confidence ~~MIG~~through education and onresearch ~~September~~use 8,and ~~2011,~~in ~~signed~~the afuture ~~Memorandum~~we ofbelieve ~~Understanding (“MOU”)~~will ~~with~~have ~~Wuxi~~specific ~~Yushou~~commercial ~~Medical Appliances Co~~applications., ~~Ltd.~~The ~~(“Yeso-Med”),~~Company’s aMRI ~~limited~~software ~~liability~~tools ~~company~~are ~~organized~~not ~~under~~ready ~~the~~for ~~laws~~commercialization, ofand ~~People’s~~we ~~Republic~~do not ofhave ~~China,~~a ~~for the~~time ~~manufacture~~table ~~and~~when ~~supply~~this ofproduct ~~the~~will ~~Company’s~~be ~~RevVac~~available ~~Safety Syringes~~commercially. ~~In November 2010~~However, the Company ~~introduced~~expects ~~its~~to ~~RevVac~~dedicate ~~Safety syringe~~additional ~~samples~~research ~~during~~and ~~the~~development ~~Medica~~funds ~~trade show~~ in ~~Dusseldorf,~~the ~~Germany~~current toyear ~~distributors. Revolutions Medical plans~~ to ~~begin~~continue ~~shipping its~~advancing ~~3ml RevVac Safety Syringes to customers and distributors in~~ the ~~1st quarter of 2012~~technology.

32Revolutions Medical Corporation is committed to developing and distributing new products and tools for the medical industry, whether internally or through acquisitions. Our goal is to make healthcare safer and less expensive by reducing risks, time and cost.

During 2010, Revolutions Medical entered into two university clinical studies utilizing its proprietary MRI software tools. These first two clinical studies are for cases involving head trauma and brain masses. We believe these results should clinically validate the use of its MRI software tools as an additional application to enhance the diagnostic confidence of physicians. The Company is planning to commercially launch the first application of this technology during 2012. The launch of this product will be a “software as service” (SAS) business model, where customers will log on to our secure website and send current black and white images to the Company via high speed internet (teleradiology), and the images will be sent back to the customer in color and three dimensional with auto segmentation. At first the Company will charge a per-use fee but can expand depending upon volume into monthly service agreements. Potential Revolutions Medical customers could include MRI centers, doctors, hospitals and even patients.30

~~“MRI”~~The ~~refers~~Company’s tocontract ~~“Magnetic Resonance~~manufacturing ~~Imaging,”~~partnership awith ~~widely~~Yeso-med ~~used~~enabled ~~imaging~~Revolutions ~~system~~Medical ~~that~~to ~~safely~~establish ~~creates~~manufacturing ~~many different and detailed views of selected portions of the internal anatomy~~capabilities. In AnSeptember ~~MRI~~2011, ~~scanner~~Yeso-med isbegan establishing a ~~large~~new, ~~tunnel~~state-~~shaped~~of-the-art ~~machine~~manufacturing ~~that~~facility ~~will~~dedicated ~~accommodate~~to ~~an adult lying down. Within~~ the ~~MRI~~ ~~scanner~~manufacture isof asafety ~~large~~syringes. The ~~magnet~~new facility, which ~~directs~~began ~~harmless~~operations ~~radio~~in ~~signals~~March ~~around~~2012, ~~sections~~consists of ~~the~~21 ~~body.~~injection ~~When~~molding ~~these~~machines ~~signals~~with ~~pass~~complete ~~through the~~assembly ~~body~~lines, ~~they~~capable ~~release~~of aproducing ~~signal.~~100,000,000 ~~The~~safety ~~released~~syringes ~~signals~~per ~~are~~year ~~picked~~and upexpansion bycapability ato ~~receiver~~produce ~~inside~~300,000,000 ~~the~~units ~~MRI~~per ~~scanner and then sent to a computer~~annum. The ~~computer~~new ~~analyzes~~facility ~~the~~is ~~signals~~over ~~and~~300,000 ~~converts~~sq. ~~them~~ft. towith a ~~visual~~Class ~~image~~8 ~~that~~clean isroom ~~displayed~~totaling onover a32,000 ~~viewing monitor and then printed on special film~~sq. ~~The images produced by the scanner are gray~~ft. Yeso-~~scale~~med ~~images~~employs ~~similar~~over to470 anemployees ~~x-ray.~~and ~~These~~has ~~gray-scale~~been ~~images~~producing ~~can~~medical bedevices ~~difficult and~~since ~~time consuming to “read~~1997.” The Amanufacturing ~~radiologist~~processes ~~“reads”~~have ~~these~~been ~~images~~certified ~~on film~~ by ~~comparing~~ the ~~different scans of each tissue slice~~FDA, ~~sometimes~~European ~~evaluating~~Community ~~one~~(CE ~~hundred~~Mark) toand ~~three~~ANVISA ~~hundred~~and ~~individual~~has ~~gray~~been ~~images~~issued toan ~~obtain~~ISO a13485 ~~diagnosis.~~certificate ~~The successful diagnosis~~ of acompliance ~~condition,~~in ~~using~~recognition ~~MRI, depends not only on the ability~~ of ~~the~~their ~~radiologist~~current togood ~~detect~~manufacturing ~~the~~practices ~~subtle differences in shades of gray, but also the radiologist’s ability to compare visually the vast number of images~~(cGMP).

The ~~Company~~commercial islaunch ~~engaged~~of in the ~~development of technology which can segment and reference~~ MRI ~~images.~~software Bytools ~~“segmenting” an image, the Company’s technology~~ will ~~let~~ ~~the~~be ~~user select~~ a ~~part~~“software ofas ~~the~~a ~~image~~service” (~~bone, fluid, tissue~~SaaS) ~~and~~business ~~render~~model, ~~that~~where ~~selection~~customers inwill ~~three~~log ~~dimensions.~~on ~~Essentially,~~to ~~different components~~our ofsecure anwebsite ~~image~~and ~~are~~send ~~given~~current ~~different~~black ~~colors~~ and ~~the~~white ~~user~~images ~~can~~to ~~choose~~ the ~~color~~Company orvia ~~colors~~high tospeed beinternet ~~studied,~~and ~~thus eliminating those portions colored with~~ the ~~colors~~images ~~being~~will ~~discarded.~~be Bysent ~~“referencing”~~back ~~the image~~ to ~~a data base,~~ the ~~user~~customer ~~can~~in ~~obtain~~color ~~similar, identified~~and ~~images~~three todimensional ~~aid~~with ~~the~~auto ~~user~~segmentation. inAt ~~interpretation~~first of the ~~image being studied. The~~ Company ~~currently~~will ~~owns~~charge ~~four~~a ~~(4)~~per-use ~~separate~~fee ~~patent applications,~~but ~~filed~~can inexpand ~~June~~depending ofupon ~~2007,~~volume ~~each~~into ofmonthly ~~which~~service ~~received USPTO office actions during 2010~~agreements. Potential Revolutions Medical ~~expects~~customers tocould ~~receive issuances~~include orMRI ~~additional~~centers, ~~office~~doctors, ~~actions~~hospitals onand ~~some~~even ~~if not all of these patents over the next 12 months~~patients.

The Company ~~launched~~is ~~sales~~engaged ofin ~~its~~the ~~3ml~~development ~~RevVac safety~~of ~~syringe~~technology ~~sales~~which incan ~~June~~segment ofand ~~2011~~reference MRI images. ~~The~~ By “segmenting” an image, the Company’s istechnology ~~planning~~will tolet ~~launch~~the ~~its~~user ~~first~~select ~~application~~a part of ~~MRI~~the ~~software~~image ~~tools~~ (bone, fluid, tissue) and render that selection in ~~2012~~three dimensions. ~~Further~~ Essentially, ~~the~~different ~~Company~~components isof ~~planning~~an image are given different colors and the ~~launch~~user ofcan ~~its~~choose ~~1ml~~the ~~plus~~color ~~RevVac~~or ~~safety~~colors ~~syringe~~to be studied, asthus ~~well~~eliminating asthose ~~the~~portions ~~5ml~~colored ~~and~~with ~~10ml~~the ~~syringes during~~colors ~~2012~~being discarded. ~~Our~~ ~~efforts~~By “referencing” the image to ~~date~~a ~~have~~data ~~been~~base, ~~funded~~the ~~almost~~user ~~entirely~~can ~~through~~obtain ~~sales~~similar, identified images to aid the user in interpretation of ~~our~~the ~~common~~image ~~stock~~being studied. As WeRevolutions ~~require~~Medical ~~substantial additional~~continues ~~capital~~ to ~~complete~~improve ~~the~~and ~~mass~~enhance ~~manufacturing~~its proprietary software capabilities, ~~distributing~~and as new information and ~~commercialization~~technologies ofadvance with the ~~RevVac~~imaging ~~retractable~~market, ~~safety~~the ~~syringe~~ Company will protect and ~~our~~preserve ~~proprietary~~its ~~color~~technology ~~MRI~~by ~~software~~filing additional patents, copyrighting, and other protection measures. The Company does not have a time table when this product will be available commercially but does expect to dedicate capital in 2014 to advance this technology.

The Company sells its 3ml RevVac™ safety syringe through distributors, advertisements through its online sales program, attendance at numerous industry trade shows and a direct marketing campaign. For 2013, the Company generated revenue of $41,419. Most of the revenue came from international sales through one of its new international distributors to market the RevVac™ safety syringe. The Company expects international sales to continue to grow as it expands its marketing into several key countries and completes the necessary in county regulations to receive its license to import its RevVac™ products into those markets. When all sizes of the RevVac™ safety syringe are in production and available for sale, the Company believes that it can ship a total of 50 million RevVac™ safety syringes for the following twelve month period.

Agreement with KVM Capital Partners

Purchase Agreement and Registration Rights Agreement

On September 15, 2014, we entered into the Investment Agreement with KVM. Pursuant to the terms of the Investment Agreement, KVM shall commit to purchase, in a series of purchase transactions ("Puts") up to One Million Five Hundred Thousand ($1,500,000) Dollars of our common stock over a period of up to thirty-six (36) months.

Our common stock will be valued a discount of 22.5% of the average of the three lowest closing bids for the Company’s common stock during the seven consecutive trading days prior to the date the Company delivers to KVM a Put Notice, subject to the terms of the Investment Agreement. Upon each closing of a Put, we shall deliver to KVM certificates representing the shares. Within one business day after receipt of such certificate, KVM shall deliver to us the purchase price to be paid for such shares. KVM has agreed to refrain from holding an amount of shares which would result in KVM from owning more than 4.99% of the then-outstanding shares of our common stock at any one time.

In connection with the Investment Agreement, we also entered into the Registration Rights Agreement with KVM. Pursuant to the Registration Rights Agreement, we are obligated to file a registration statement with the SEC covering shares of the common stock underlying the Investment Agreement within 21 days after the closing of the Investment Agreement. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC.

We intend to receive the full amount of proceeds of $1,500,000 available under the Investment Agreement. However, at an assumed purchase price under the Investment Agreement of $0.00775 (equal to 77.5% of the closing price of our common stock of $0.01 on August 19, 2014), we will be able to receive up to $60,063 in gross proceeds, assuming the sale of the entire 8,000,000 Put Shares (including the 250,000 shares previously issued to KVM) being registered hereunder pursuant to the Investment Agreement. At an assumed purchase price of $0.00775 under the Investment Agreement, we would be required to register 185,798,387 additional shares to obtain the balance of $1,439,938 under the Investment Agreement. Due to the floating offering price, we are not able to determine the exact number of shares that we will issue under the Investment Agreement. We have reserved 8,000,000 shares of our common stock for issuance to KVM under the Investment Agreement.

In order for us to sell any remaining shares issuable under the Investment Agreement for the remaining $1,439,938, we would be required to file one or more additional registration statements registering the resale of these shares. These subsequent registration statements may be subject to review and comment by the staff of the SEC, and will require the consent of our independent registered public accounting firm. We cannot guarantee that we will be successful in preparing and filing one or more additional registration statements registering the resale of the shares. Due to the floating offering price, we are not able to determine the exact number of shares that we will issue under the Investment Agreement.

There are no broker fees or commissions with respect to the Investment Agreement and Registration Rights Agreement payable for any Put. Other than as discussed below, we have not entered into any prior transactions with KVM or its affiliates.

Termination Agreement

On June 11, 2013, the Company entered into an Original Purchase Agreement and Original Registration Rights Agreement with KVM whereby KVM was to purchase up to $1,500,000 of the Company’s common stock. The Company and KVM desired to renegotiate certain terms in the Original Agreements and entered into a Termination Agreement on September 15, 2014 to cancel the Original Agreements all of the transactions contemplated thereby. Notwithstanding the Termination Agreement, the 250,000 restricted shares of the Company’s common stock issued to KVM under the Original Investment Agreement were fully earned when issued, and shall be retained by KVM.

Principal Markets

The 3ml RevVac™ safety syringe is currently being marketed to healthcare providers in the U.S. and internationally which include, but are not limited to, acute care hospitals, alternate care facilities, doctors’ offices, clinics, emergency centers, surgical centers, convalescent hospitals, Veterans Administration facilities, military organizations, public health facilities, and prisons.

The syringe and needle device market continues to be a market in transition. The nature of the products comprising the market is gradually changing from standard to safety devices. The impetus for the change to safety devices is the risk that is carried with each needle stick injury which includes the transmission of over 20 blood borne pathogens, including the human immunodeficiency virus (“HIV,” which causes AIDS), hepatitis B, and hepatitis C. Because of the occupational and public health hazards posed by conventional disposable syringes, public health policy makers, domestic organizations, and government agencies have been involved in the effort to get more effective safety needle products to healthcare workers. Federal legislation was signed into law on November 6, 2000, by former President William Jefferson Clinton. This legislation, which became effective for most states on April 12, 2001, now requires safety needle products to be used for the vast majority of procedures. However, even with this requirement, hospitals are slow to follow the law intended to protect healthcare workers.

Distribution Method of Products and Services

In the U.S., the vast majority of decisions relating to the contracting for and purchasing of medical supplies are made by the representatives of group purchasing organizations (“GPOs”) rather than the end-users of the product (nurses, doctors, and testing personnel). GPOs and manufacturers often enter into long-term exclusive contracts which can prohibit entry in the marketplace by competitors. In the needle and syringe market, the market share leader, Becton-Dickinson, has utilized, among other things, long-term exclusive contracts which have restricted entry into the market by most of our competitors. The Company has been in direct communication and has shown samples of its RevVac ™ safety syringes to many GPOs. We believe that we have a superior product compared to the competition which would allow us to penetrate the market. However, we may not be successful in obtaining any contracts with GPOs, which would severely limit our product’s marketability in the United States. See “RISK FACTORS.”

We presently have our 3ml RevVac safety syringe for sale and expect to have additional products for sale in 2012. We plan to seek distribution arrangements with established medical device distributors in the future, but there is no assurance that we will be successful in establishing or maintaining such relationships. See “RISK FACTORS.”32

33In November 2012, Revolutions Medical signed a domestic distribution agreement with McKesson, Inc. for the RevVac™ safety syringe line of products. All current sizes and gauges are listed in the McKesson catalog so customers can easily order product directly through the McKesson sales and distribution ordering system. A stocking order for inventory was placed and delivered by Revolutions Medical and a new sales initiative program was began in February 2013. McKesson has over 1,300 sales representatives.

The Company believes with its sales and distribution relationship with McKesson and continued marketing and sales efforts to introduce the RevVac™ safety syringe to the health care industry including state and federal government, it is strategically positioned for future growth in market share in the United States for its RevVac™ safety syringe product line. The Company also believes it will continue to sign additional international distributors as the RevVac™ safety syringe product line gets introduced to more global markets.

Status of Planned Products

The RevVac™ safety syringe ~~uses~~use vacuum technology to retract the needle into the plunger immediately after use. The syringe cannot be reused once the vacuum is activated. The Company believes its safety syringe has many advantages over its competition including price, ease of use, and safety. We believe that it will help reduce accidental needle stick injuries and also aid in reducing the spread of contagious diseases. The Company also believes that, with the help of government regulation initiatives, individual state laws, and the importance of world health concerns, the safety syringe market will continue to have substantial growth into the foreseeable future. The Company expects to launch sales of its RevVac™ safety syringe in the 1ml, 5ml and 10ml sizes in 2015.. The Company has new filed provisional patents in the US and internationally on modifications to its existing vacuum auto retraction technology for the prefilled syringe market. The Company plans to begin working on the prefilled vacuum auto retraction syringe prototype in 2015. The Company also continues working on developing, enhancing and securing its proprietary MRI software tools for commercial launch. Although no time table now exists on the commercial launch, the Company believes it will have the capital this year to advance this technology.

The Company introduced its proprietary Color MRI software tools at the prestigious Radiological Society of North America (RSNA) show in Chicago, IL at the beginning of December 2009. Based upon the feedback from the show, the Company is currently working on clinical validations with numerous sources directed at concussions, stroke, Alzheimer’s and breast disease. The Company believes that its proprietary color MRI software will eventually aid in the enhanced diagnosis, detection, and monitoring of such diseases and afflictions.

When an MRI is taken, the black and white images are sent to a picture archiving and communication system (“PACS”), which displays the images for a radiologist to view. By using high speed internet, these images can be securely sent to the Company’s secure website, after a secure account is opened. This process is called teleradiology. For a nominal fee the Company will use its proprietary software, based upon specific parameters and information provided, and sends back the images in enhanced color and sorted in correct sequence along with the original black and white images in a matter of minutes.

Competitive Business Conditions, Competitive Position and Methods of Competition

The safety medical device market is highly competitive. The leading manufacturers and marketers of safety medical devices are Becton-Dickinson, Covidien (Kendall Healthcare Products Company), B. Braun, Terumo Medical Corporation of Japan, Smith Medical, and Johnson & Johnson. Developers of safety medical devices, which we compete against for license and collaborative arrangements with medical device and pharmaceutical companies, include Med-Design Corporation, New Medical Technologies, Retractable Technologies, Inc., Unilife, Inc. and Specialized Health Products International. Our competitors have substantially greater assets, technical staffs, established market shares, and greater financial and operating resources than we do. There is no assurance that we can successfully compete. ~~See “RISK FACTORS.”~~

Traditionally, competition regarding non-safety medical devices was primarily based upon price with little differentiation between products. We expect our products to compete against both safety products and non-safety products based upon safety, ~~and~~ ease of use, and ~~disposal~~performance. Most of the safety medical devices we will compete with are priced substantially above the cost of non-safety products. Market demand for safety devices is being driven by the estimated costs associated with accidental needle sticks and by government mandates.

We have several major competitors including BD and Covidien Ltd. (“Covidien”), Terumo Medical Corp. (“Terumo”), and B. Braun domestically and internationally.

Included as safety-engineered devices manufactured by BD are the SafetyLok™, a syringe that utilizes a tubular plastic sheath that must be manually slid over the needle after an injection, and the SafetyGlide™, a needle which utilizes a hinged lever to cover the needle tip. BD also manufactured the Integra 3mL retracting needle product based on a license agreement with Specialized Health Products International, Inc. (formerly the Med-Design Corporation). Terumo manufactures conventional and auto-disable syringes and operates internationally with sales in more than 150 countries.

Both BD’s SafetyLok™ and Covidien’s Monoject® safety syringes require the use of two hands and several extra steps to activate the tubular plastic shield which must be slid and locked into place to protect the needle. These products must be removed from the patient prior to activation, resulting in exposure to the contaminated needle. In contrast, use of the RevVac™ syringe is identical to that of a standard syringe until the end of an injection, when the automated vacuum retraction mechanism retracts the needle directly from the patient safely into the barrel of the syringe. This allows both hands to remain safely out of harm’s way.

Our safety syringe products have an advantage over non-retracting safety syringes because minimal training and changes to practitioners’ normal routines are required. Use of our products also prohibits unfortunate and improper reuse. Several factors could materially and beneficially affect the marketability of our products. Demand could be increased by existing legislation and other legislative and investigative efforts. Licensing agreements could provide entry into new markets and generate additional revenue.

Sources of Raw Materials and the Names of Principal Suppliers

On December 1, 2011, the Company entered into an International Manufacturing Agreement (the “Yeso-med Agreement”) with ~~Wuxi Yushou Medical Appliances Co., Ltd., a limited liability company organized and existing under the laws of the People’s Republic of China (“~~Yeso-med”). The term of the Yeso-med Agreement is for a period of sixty (60) months commencing on the Effective Date (the “Term”). Pursuant to the Yeso-med Agreement, during the Term, Yeso-med will serve as the Company’s exclusive manufacturer in China of the Company’s 1ml and 3ml RevVac™ safety syringes,. ~~including~~The ~~the~~Company ~~1ml,~~is ~~3ml,~~also ~~5ml~~pursuing manufacturing capabilities outside of China as market demand increases and ~~10ml~~the ~~sizes~~need for more supply grows.

~~Commencing~~Pursuant onto 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 ~~Syringe~~size in the minimum amount of at least 2,500,000 units per month, ~~but~~the noCompany ~~later~~will ~~than March~~place ~~15,~~orders ~~2012~~of at least 2,500,000 units per month for the term of this agreement. If the Company ~~will~~does not place ~~and~~with Yeso-med ~~will~~the ~~supply~~minimum ~~orders~~order infor a single month, Yeso-med shall have the ~~minimum~~right ~~amount~~to receive payments from the Company equal to 50% of ~~2,500,000~~the ~~units~~supply ~~per~~price ~~month,~~of ~~for~~ each ~~month~~unit ~~during~~below the ~~Term~~minimum order amount required for that month. ~~Further,~~The ~~commencing~~Company onhas the ~~date~~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 ~~has~~met the capacity torequirement. ~~commence~~However, ~~regular~~the ~~production~~Company has not yet placed an order as of ~~the 1ml~~December ~~Syringe~~31, in2013. ~~the~~As of December 31, 2013 and 2012, a payable was recorded to Yeso-med related to this minimum ~~amount~~purchase requirement of $2,~~500~~749,~~000~~075 ~~units~~and ~~per month~~$783,593, ~~the~~respectively. ~~Company~~For ~~will~~2013 ~~place~~and 2012, $1,965,482 and $783,593 was recorded as a loss on firm purchase commitments, respectively. The agreement with Yeso-med ~~will~~contains ~~supply~~a ~~orders~~built in cure whereby the ~~minimum amount~~Company ofis to order more than 2.5~~,000,000~~ ~~units~~million syringes per month. Therefore, ~~for~~Yeso-med ~~each~~cannot ~~month~~require ~~during~~ the ~~Term,~~Company ~~such~~to ~~order~~pay tooff ~~consist~~any ofamounts anowed ~~agreed~~to ~~upon~~them ~~combination~~before ofthey ~~1ml and~~commence ~~3ml~~manufacturing ~~Syringes~~additional syringes.

34The payable to Yeso-med also included amounts due for product purchased of $208,501 and $208,258 as of December 31, 2013 and 2012, respectively, and amounts due for equipment purchased of $289,519 and $289,009 as of December 31, 2013 and 2012, respectively.

Dependence on One or Few Major Customers

We anticipate that our safety syringe will be marketed to the entire field of medical professionals. We do not anticipate being dependent on any particular customer, however, at this time we cannot know if any one customer will account for more than 1% of our anticipated safety syringe sales.

Patents, Trademarks, Licenses, Royalty Agreements or Labor Contracts

InOur ~~September~~success ~~2005,~~depends wein ~~filed~~part ~~an additional patent~~ on our ~~RevVac~~ability ~~safety syringe under a joint venture agreement with Globe Med Tech which gives a 50% ownership of this patent~~ to ~~the~~ ~~Company~~maintain ~~and~~proprietary ~~50%~~protection tosurrounding ~~Globe~~our ~~Med~~product ~~Tech. The Company filed a lawsuit to rescind~~candidates, ~~terminate~~technology and ~~seek monetary damages for the non~~know-~~fulfillment and~~how; ~~breach of the joint venture agreement and other related agreements with Globe Med Tech in March 2007, in addition~~ to anoperate ~~accounting of~~without ~~expenditures~~infringing ~~of funds under~~ the ~~terms~~proprietary ~~and~~rights ~~provisions~~ of ~~the~~others; ~~agreements~~ and to ~~give~~prevent ~~100%~~others ~~ownership~~from ~~back~~infringing toour ~~the~~proprietary ~~Company (see Item 3 - Legal Proceedings and “RISK FACTORS”)~~rights. ~~This~~Our ~~patent~~policy ~~was~~is ~~issued~~to ~~January~~seek ~~13,~~to ~~2009.~~protect Aour ~~summary~~proprietary ~~judgment~~position ~~hearing~~by ~~was held~~filing ~~in May, 2011, in Tulsa, OK~~U. ~~On August 15, 2011, the District Court of Tulsa County, State of Oklahoma granted Revolutions Medical a summary judgment against Globe Medical Tech~~S. On ~~October~~and ~~21,~~foreign ~~2011,~~patent ~~Revolutions~~applications ~~Medical~~related ~~received journal entry of judgment. The Court requires Globe Med Tech~~ to ~~pay~~our toproprietary ~~Revolutions Medical the sum of $311~~technology,~~440,~~ ~~the~~including ~~return~~both ofnew ~~all~~inventions ~~syringes, design files~~ and ~~sample~~improvements ~~molds, the return~~ of ~~266,667~~existing ~~shares of common stock~~technology, tothat ~~assign~~are ~~all~~important ~~rights~~ to the ~~January~~development ~~2009~~of ~~issued~~our ~~patent number 11/115~~business,~~446~~ ~~and~~unless tothis ~~cease~~proprietary ~~and~~position would be ~~prohibited~~better ~~from~~protected ~~claiming~~using ~~any~~trade ~~interest or ownership to the RevVac auto-retractable vacuum safety syringe~~secrets.

·Our ~~RMCP~~patent ~~SAFETY~~strategy ~~SYRINGE~~includes ~~PATENTS.~~obtaining ~~A U.S.~~ patent ~~covering~~protection, ~~our~~where ~~retractable~~possible, ~~safety syringe design was published~~ on ~~January~~compositions 28of design, ~~2005.~~methods ~~This~~of ~~patent~~manufacture ~~will~~and ~~expire~~methods onof ~~April 9, 2023~~use. ~~The~~We ~~Company~~also ~~has~~rely ~~filed~~on ~~applications~~trade ~~for foreign patent protection for the following countries: Canada~~secrets, ~~Mexico~~know-how, ~~Taiwan,~~continuing ~~Japan,~~technological ~~China~~innovation, ~~Australia,~~in-licensing and inpartnership ~~Europe.~~opportunities Anto ~~international~~develop ~~patent has been issued in Mexico~~ and ~~China.~~maintain ~~See~~our ~~“RISK~~proprietary ~~FACTORS~~position.”

·Reflecting ~~RMCP~~our ~~BLOOD~~commitment ~~SAMPLING~~to ~~DEVICE~~safeguarding ~~PATENT.~~proprietary Ainformation, Uwe require our employees and consultants to sign confidentiality agreements.S. Furthermore, ~~patent~~we ~~covering~~enter ~~the~~into ~~Company’s~~research ~~blood~~agreements ~~sampling~~in ~~device~~which ~~was~~we ~~published~~exchange onproprietary ~~April~~materials 10and information with collaborators including material transfer agreements, ~~2003~~research agreements, development agreements and clinical trial agreements. These ~~The~~agreements ~~Company~~prohibit ~~has~~unauthorized ~~not~~disclosure ~~filed~~of ~~any~~our ~~applications~~proprietary information. To the extent that our consultants, contractors or collaborators use intellectual property owned by others in their work for ~~foreign~~us, ~~patent~~disputes ~~protection~~may arise as to the rights in related or resulting know-how and inventions. ~~See~~We ~~“RISK~~also ~~FACTORS~~seek to preserve the integrity and confidentiality of our data and trade secrets by maintaining physical security of our premises and physical and electronic security of our information technology systems.”

· PATENT APPLICATIONS FOR COLOR AND 3D MRI SOFTWARE TECHNOLOGY. In June 2007, the Company filed four patent applications related to the Color and 3D MRI technology, none of which has yet been published. The Company also filed an application for foreign patent protection in Europe. All of these patent applications received office actions in 2010 and the Company's patent attorneys responded in a timely fashion to all actions. The Company expects to receive patent notices in the next 12 months. There is no assurance that any of the patent applications will be issued or that any patent protection for the Color MRI technology can or will be obtained. See “RISK FACTORS.”34

InEven ~~November~~though ~~2010,~~we ~~the~~employ ~~Company~~a ~~filed~~number aof ~~trademark on~~safeguards ~~its~~to ~~logo~~protect our proprietary information, including confidentiality agreements and ~~several~~implementation ~~wordmarks~~of ~~for~~physical ~~its~~security ~~product~~and ~~line~~electronic ~~which~~security ~~include:~~of ~~RevColor,~~information ~~RevDisplay~~technology systems, ~~Rev3d~~we cannot be assured that our proprietary information is protected. Despite our efforts to protect our proprietary information, ~~RevScan~~unauthorized parties may attempt to obtain and ~~RevVac~~use our proprietary information. Policing unauthorized use of our proprietary information is difficult and the steps we have taken might not prevent misappropriation, particularly in foreign countries where the laws may not protect our proprietary rights as fully as do the laws of the U.S.

OnIn ~~December~~some 31cases, ~~2010,~~litigation ~~the~~or ~~Company~~other ~~completed a~~proceedings ~~reworking~~may ofbe anecessary ~~worldwide~~to ~~exclusive~~enforce ~~license~~our ~~with~~patents ~~Traxsys,~~or ~~LLC,~~protect ~~for~~our ~~a guided navigational Breast Biopsy System (BBS). This BBS facilitates accurate and fast non~~know-~~palpable~~how ~~lesions~~or ~~and~~other ~~micro~~intellectual ~~calcification~~property ~~localization in the treatment of breast cancer~~rights. Any ~~The BBS~~additional ~~localization~~potential ~~needle~~litigation ~~can~~is belikely ~~modified~~ to ~~use~~result ~~the~~in ~~Company’s~~a ~~proprietary~~substantial ~~RevVac~~cost ~~safety syringe technology. Additionally, one of the patents covering the stabilization technology can be used~~ to ~~further~~us ~~enhance~~and ~~the Company's MRI software tools by providing for~~ a ~~proprietary~~diversion ~~platform~~of ~~for~~our ~~image fusion between MRI and X-Ray~~resources. ~~This technology has already received 510K clearance from the FDA.~~ ~~After~~We acannot ~~full~~be ~~due~~sure ~~diligence~~that ~~review~~any of ~~the~~our ~~technology,~~patents ~~the~~will ~~Company~~ultimately ~~sees~~be aheld ~~potential synergy between its proprietary MRI software tools and this technology for breast imaging~~valid. ~~However,~~An ~~the~~adverse ~~Company~~outcome ~~has~~in ~~decided~~any ~~not~~litigation toor ~~invest~~proceeding ~~additional capital~~could atsubject ~~this~~us ~~time and~~ to ~~focus~~significant ~~its resources on its RevVac safety syringe line of products and applications for its MRI software technology~~liability. ~~In the future, the Company could re-license this technology for future products.~~

We focus special attention on filing patent applications for formulations and delivery regimens for our products in development to further enhance our patent exclusivity for those products. We seek to protect our proprietary technology and processes, in part, by contracting with our employees, collaborators, scientific advisors and our commercial consultants to ensure that any inventions resulting from the relationship are disclosed promptly, maintained in confidence until a patent application is filed and preferably until publication of the patent application, and assigned to us or subject to a right to obtain a license.

We do not know whether any of our own patent applications will result in the issuance of any patents. Furthermore, because of the extensive time required for development, testing and regulatory review of a potential product, it is possible that any related patent may expire prior to or shortly after commencing commercialization, thereby reducing the advantage of the patent to our business and products.

As part of our product development, we have filed or may file patent applications related to new product designs and production methods in the U.S. and in many of the major international markets.

Individual patents extend for varying time periods depending on the effective date of filing the patent application or the date of patent issuance, and the legal term of the patents in the countries in which they are obtained. Generally, patents issued in the U.S. are effective for:

●

The longer of 17 years from the issue date or 20 years from the earliest effective filing date, if the patent application was filed prior to June 8, 1995; or

●

20 years from the earliest effective filing date, if the patent application was filed on or after June 8, 1995.

The term of foreign patents varies in accordance with provisions of applicable local law, but typically is 20 years from the earliest effective filing date.

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. 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.

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.

●

RMCP SAFETY SYRINGE PATENTS. One U.S. patent covering our retractable safety syringe design was published on January 28, 2005. This patent will expire on April 9, 2023. Another US patent for additional protection was issued on January 13, 2009. This patent will expire September 21, 2025. The RevVac™ auto retractable vacuum safety syringe has international patents issued in China, Japan, Mexico, Australia and Taiwan and are pending issuance in , Canada, , and the European Union. See “RISK FACTORS.”

●

RMCP BLOOD SAMPLING DEVICE PATENT. A U.S. patent covering the Company’s blood sampling device was published on April 10, 2003. The Company has not filed any applications for foreign patent protection. See “RISK FACTORS.”

●

The Company filed a provisional patent with the U.S. Patent and Trademark Office on May 3, 2011 and on May 2, 2012 filed an international provisional PCT patent These provisional patents provide additional protection for the Company’s auto-retractable vacuum technology for use with prefilled designs.

In November 2010, the Company filed a trademark on its logo and several word marks for its product line which include: RevColor™, RevDisplay™, Rev3D™, RevScan™ and RevVac™.

Need for Governmental Approval

Pursuant to the Federal Food, Drug and Cosmetic Act, the FDA regulates the research, design, testing, manufacture, safety, labeling, storage, record keeping, advertising and promotion, distribution, and production of medical devices in the United States. The Company’s safety needle devices are considered to be medical devices, are subject to FDA regulation, and must receive FDA approval prior to sale in the United States.

Medical devices are classified into one of three classes, depending on the controls deemed by FDA to be necessary to reasonably ensure their safety and effectiveness. Class I devices are subject to general controls (e.g. labeling, pre-market notification and adherence to Quality System regulations, which have replaced Good Manufacturing Practice regulations.) These devices are subject to the lowest level of regulatory control. Class II devices are subject to general controls and to special controls (e.g. performance standards, post-market surveillance, patient registries, and FDA guidelines). Generally, Class III devices are those that must receive pre-market approval by the FDA to ensure their safety and effectiveness, and require clinical testing and FDA approval prior to marketing and distribution. Class III devices are the most rigorously regulated.

Generally, before a new device can be introduced into the market in the United States, the manufacturer must obtain FDA clearance through a 510(k) pre-market notification or approval of a premarket approval (“PMA”) application. If a medical device manufacturer can establish that a device is “substantially equivalent” to a legally marketed Class I, Class II device, or a Class III device for which FDA has not called for PMAs, the manufacturer may seek clearance from FDA to market the device by filing a 510(k) pre-market notification. The 510(k) pre-market notification will need to be supported by appropriate data establishing the claim of substantial equivalence to the satisfaction of the FDA.

If the Company or its collaborative partners cannot establish that the Company’s safety needle devices are substantially equivalent to legally marketed predicate devices, pre-market approval of the device through submission of a PMA application must be obtained. A PMA application must be supported by valid scientific evidence, including pre-clinical and clinical trial data, as well as extensive literature to demonstrate a reasonable assurance of the safety and effectiveness of the device. The PMA represents the most rigorous form of FDA regulatory approval.

The Medical Device User Fee and Modernization Act, enacted in 2002, authorizes the FDA to assess and collect review fees for Section 510(k) pre-market notifications and pre-market approval applications filed on or after October 1, 2002. Fees for fiscal year 2007 for small businesses (companies with less than $100 million in sales) range from $3,326 for Section 510(k) pre-market notifications to $107,008 for PMAs, although fee reductions and waivers are available for companies qualifying as small businesses.

There is no assurance that any of our other planned products will qualify for the 510(k) pre-market notification approval process or that the Company will have the funds necessary to seek FDA approval. There is no assurance that any of our other planned products will obtain FDA approval.

If FDA approval is received on future planned products, however, then the Company and/or its collaborative partner (relating to manufacturing and marketing) would also be required to comply with FDA post-market reporting requirements, including the submission of reports on certain adverse events and malfunctions, and requirements governing the promotion of medical devices. In addition, modifications to our devices may require the filing of new 510(k) submissions or pre-market approval supplements, and we will need to comply with FDA regulations governing medical device manufacturing practices. The FDA requires medical device manufacturers to register as such and subjects them to periodic FDA inspections of their manufacturing facilities. The FDA requires that medical device manufacturers produce devices in accordance with the FDA’s current Quality System Regulation (QSR), which governs the methods, facilities and controls used for the design, manufacture, testing, packaging, labeling and storage of medical devices.

36There is a different set of regulatory requirements in place for the European Union (EU). In the EU, a company putting a medical device onto the market must comply with the requirements of the Medical Devices Directive (MDD) and affix the CE mark to the product to attest to such compliance. To achieve this, the medical devices in question must meet the “essential requirements” defined under the MDD relating to safety and performance, and the relevant company must successfully undergo a verification of its regulatory compliance by a third party standards certification provider, known as a “Notified Body.” The nature of the assessment will depend on the regulatory class of products concerned, which in turn determines the precise form of testing to be undertaken by the Notified Body.

There is a different set of regulatory requirements in place for the European Union (EU). In the EU, a company putting a medical device onto the market must comply with the requirements of the Medical Devices Directive (MDD) and affix the CE mark to the product to attest to such compliance. To achieve this, the medical devices in question must meet the “essential requirements” defined under the MDD relating to safety and performance, and the relevant company must successfully undergo a verification of its regulatory compliance by a third party standards certification provider, known as “Notified Body.” The nature of the assessment will depend on the regulatory class of products concerned, which in turn determines the precise form of testing to be undertaken by the Notified Body.

The requirements of the MDD must be complied with by the “manufacturer of the device,” which is defined as the party responsible for the design, manufacture, packaging and labeling of the device before it is placed on the EU market, regardless of whether these operations are carried out by this entity or on its behalf.

Accordingly, where medical devices are marketed by our potential licensees or by collaborative partners under their names, compliance with the MDD will be their responsibility. In the event that we decide to manufacture devices to be distributed in the EU market under our name, all compliance responsibilities will be borne by us.

There may be numerous other approvals needed before our products can be sold in countries other than the United States or the European Union. There is no assurance that the Company or its collaborative partners, if any, will be successful in obtaining such approvals.

~~Effect~~ On July 1, 2013, new regulations and certifications were implemented and imposed by the country of ~~Existing~~Brazil. orThe ~~Probable~~Company ~~Governmental Regulation~~has taken all necessary steps to comply with these new changes so the RevVac™ safety syringe can be imported into Brazil. The Company is currently waiting for INMETRO testing completion and along with its Brazilian distributor is continuing to market its RevVac™ safety syringe in anticipation of beginning shipments of its RevVac™ safety syringe into Brazil later this year. However, there are no guarantees that the Company will be able to meet this deadline, as it is dependent on the review and approval from the country of Brazil. The Company has been endeavoring to complete the process to get the necessary approvals and licenses to sell the RevVac™ safety syringe in Brazil. The Company has expanded its distribution network during this time, AGN Tech became a non-exclusive distributor, and the Company has confirmed that the 1,000,000 syringes per month contract will begin once the necessary regulatory approvals are completed.

Regulatory actions at the federal and state level promote the use of safety needles to reduce the risk of accidental needle sticks. On July 1, 1999, California, through its state Occupational Safety and Health Administration (OSHA) program, began requiring the use of safety needles. Other states such as Texas, Tennessee, Maryland and New Jersey have passed similar legislation.

On November 6, 2000, President Clinton signed the Needle stick Safety and Prevention Act amending OSHA’s Blood borne Pathogens Standard to require that employers implement the use of safer medical devices in their facilities. To implement the statutory mandates in the Needle stick Safety and Prevention Act, OSHA has issued a number of further revisions to its Blood borne Pathogens Standard. The revised standard became effective on April 18, 2001. The new standard provisions impose several needle device safety requirements on employers, including:

· evaluation and implementation of safer needle devices as part of the re-evaluation of appropriate engineering controls during an employer’s annual review of its exposure control plan;

· documentation of the involvement of non-managerial, frontline employees in choosing safer needle devices; and

· establishment and maintenance of a sharps injury log for recording injuries from contaminated sharps.

On November 27, 2001, OSHA issued a compliance directive (CPL 2-2.69) that advises OSHA’s regional offices on the proper interpretation and enforcement of the revised Blood borne Pathogens Standard provisions. The compliance directive confirms that the consideration of safer needle devices, in annually reviewing and updating the exposure control plan, is a critical element of the Blood borne Pathogens Standard. The directive also stresses that the standard requires employers to use engineering controls (e.g., safer needle devices) if such controls will remove or eliminate the hazards to employees. As a result of these regulatory actions, we anticipate that the demand for safety medical devices such as those we have designed will continue to increase for the foreseeable future.

~~Estimate~~Effect of ~~the~~Existing ~~Amount~~or ~~Spent~~Probable ~~on Research~~Governmental ~~and Development~~Regulation

~~Research~~The ~~and~~World ~~development~~Health ~~expenses~~Organization ~~were~~estimates ~~$257~~that 1.3 million people die each year as a result of unsafe injection practices,~~350~~ which can include syringe re-use and ~~$303~~needle stick injuries. Unsafe injection practices result in the transmission of a number of blood-borne diseases such as HIV/AIDS and hepatitis C. The U.S. Centers for Disease Control and Prevention estimates that 385,000 inneedle ~~2010~~stick and ~~2009~~other sharps-related injuries are sustained by U.S. hospital-based healthcare personnel each year. The U.S. Occupational Safety and Health Administration, ~~respectively~~or OSHA, estimates that when other secondary healthcare settings are also taken into account, there are as many as 800,000 needle stick injuries to U.S. healthcare workers each year. To help minimize the transmission of blood-borne pathogens caused by unsafe injection practices, many international healthcare and pharmaceutical markets are transitioning to the mandatory use of safety syringes.

In many sophisticated healthcare markets, governments are focused on the mandatory use of safety devices within healthcare facilities to protect healthcare workers from the risk of acquiring blood-borne pathogens via needle stick injuries. Regulatory actions at the federal and state level promote the use of safety needles to reduce the risk of accidental needle sticks. On July 1, 1999, California, through its state Occupational Safety and Health Administration (OSHA) program, began requiring the use of safety needles. Other states such as Texas, Tennessee, Maryland and New Jersey have passed similar legislation.

On November 6, 2000, President Clinton signed the Needle Stick Safety and Prevention Act amending OSHA’s Blood Borne Pathogens Standard to require that employers implement the use of safer medical devices in their facilities. To implement the statutory mandates in the Needle stick Safety and Prevention Act, OSHA has issued a number of further revisions to its Blood borne Pathogens Standard. The revised standard became effective on April 18, 2001. The new standard provisions impose several needle device safety requirements on employers, including:

●

evaluation and implementation of safer needle devices as part of the re-evaluation of appropriate engineering controls during an employer’s annual review of its exposure control plan;

●

documentation of the involvement of non-managerial, frontline employees in choosing safer needle devices; and

●

establishment and maintenance of a sharps injury log for recording injuries from contaminated sharps.

OSHA differentiates safety features in two primary ways. First, it differentiates passive safety features which “remain in effect before, during and after use” from active devices which “require the worker to activate the safety mechanism.” Second, OSHA regulations state that products with an “integrated safety design that is an integral part of the device and cannot be removed” are usually preferred to those with an accessory safety device with safety features that are “external” and “dependent on employee compliance.” We believe the majority of safety syringe products used in U.S. healthcare facilities incorporate active safety features which are not fully integrated within the barrel of the syringe.

On May 11, 2013 the European Union's new legislation regarding the use of safety syringes went into effect. Other countries such as Canada, Brazil, Mexico and Australia have also taken steps to encourage the use of safety syringes. As a result of this existing and proposed legislation, safety syringes are now commonly used within the healthcare facilities in a number of countries. As a result of these regulatory actions, we anticipate that the demand for safety medical devices such as those we have designed and are designing will continue to increase for the foreseeable future.

Amount Spent on Research and Development

Research and development expenses were $35,544 in 2012. No amounts were spent on research and development expenses for 2013.

Costs and effects of environmental compliance

The Company has not spent any sums on environmental compliance and does not expect to be required to spend any sums on environmental compliance in the future, unless the Company chooses to become a manufacturer of its own products. All environmental costs would be borne by the contract manufacturer.

Number of total employees and number of full time employees

We presently have ~~five~~three full-time employees. Services such as product design and development, accounting, professional office services, compliance and ~~financial~~auditing, ~~reporting~~and government sales consulting are provided by third parties on a contract basis. Consequently, developing our business may require a greater period of time than if we had full time employees. ~~See “RISK FACTORS.”~~

Our success depends in large measure on our ability to attract and retain capable executive officers and highly skilled employees who are in great demand. None of our employees are represented by a labor union and we believe that our relations with our employees are generally good. Generally, our employees are at-will employees. However, we have entered into employment agreements with certain of our executive officers.

Available information

We file electronically with the U.S. Securities and Exchange Commission (SEC) our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. We make available on our website at http://www.revolutionsmedical.com, free of charge, copies of these reports as soon as reasonably practicable after filing these reports with, or furnishing them to, the SEC. The public can also obtain materials that we file with the SEC through the SEC’s website at http://www.sec.gov or at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information on the operation of the Public Reference Room is available by calling the SEC at 800-SEC-0330.

DESCRIPTION OF PROPERTY

On September 1, 2009, the Company entered into a five (5) year lease agreement with Osprey South, LLC (“Osprey”), to lease the property at 670 Marina Drive, Suite 301, Building F, Charleston, South Carolina, 29492. The lease was amended on July 1, 2011 to include the other suite for expansion and the leased property is now approximately 5,000 square feet. During the course of the amended five (5) year lease, ending on ~~August~~June 3130, ~~2014~~2016, the Company is to pay to Osprey $10,000 in monthly rental installments payable on the first day of each succeeding month. On July 1, 2014, the Company moved its office to 1124 Park West Boulevard Suite #102 Mount Pleasant, SC 29466.

LEGAL PROCEEDINGS

We In ~~are~~September ~~currently~~2005, ~~not~~the ~~involved~~Company infiled ~~any~~an ~~litigation that~~additional wepatent ~~believe~~application ~~could~~on ~~have~~its aRevVac™ ~~material~~Safety ~~adverse~~Syringe ~~effect~~technology onwhich ~~our~~assigned ~~financial~~50% ~~condition~~ownership orof ~~results~~this ofpatent ~~operations.~~to ~~There~~the isCompany no(f.k.a. ~~action~~Maxxon, ~~suit~~Inc., ~~proceeding,~~) ~~inquiry~~and or50% ~~investigation~~to ~~before~~Globe orMed byTech ~~any~~(“Globe”). ~~court~~On November 3, ~~public~~2005, ~~board~~the Company and Globe entered into a definitive joint venture agreement (the “Joint Venture Agreement”) to patent, ~~government~~develop, ~~agency~~manufacture, ~~self-regulatory~~market ~~organization~~and ordistribute ~~body pending~~safety ~~or,~~needle toproducts throughout the ~~knowledge~~world. The Company and Globe each owned 50% of the ~~executive~~joint ~~officers~~venture. The ofCompany ~~our~~contributed ~~company~~its orsafety ~~any~~syringe oftechnology ~~our~~and ~~subsidiaries,~~patent ~~threatened~~rights ~~against~~related orthereto ~~affecting our~~and ~~company,~~Globe ~~our~~contributed ~~common~~its ~~stock~~safety syringe IV catheter and patent rights related thereto. In connection with the Joint Venture Agreement, ~~any~~the ofCompany ~~our~~issued ~~subsidiaries~~restricted orshares of ~~our~~its ~~companies~~common orstock, ~~our~~valued ~~subsidiaries’~~at ~~officers~~$625,066, orto ~~directors~~Globe. Subsequent ~~in their~~to ~~capacities~~December as31, ~~such~~2006, inthe ~~which~~Company anended ~~adverse~~the ~~decision~~Joint ~~could~~Venture ~~have~~Agreement. The aabove ~~material~~noted ~~adverse~~patent ~~effect~~was issued on January 13, 2009.

On September 26, 2012, the Company filed suit in South Carolina Federal District Court against SPD, Richard H. Theriault, Vita S. Theriault, Darius R. Theriault, Raminta Theriault, Goddard Technologies, Inc. ("GTI") and others, claiming that the defendants purposely and materially misled and misrepresented capabilities and progress on a variety of initiatives related to the development and manufacture of the Company's RevVac™ Safety Syringe to officers and directors of Revolutions Medical, which caused a delay in its production of approximately one year. The suit further alleges that Richard H. Theriault and other defendants defrauded the Company and misappropriated funds in violation of the United States' Racketeer Influenced and Corrupt Organizations Act and that GTI improperly assigned certain rights to the Company's new provisional patents to SPD without authorization. In February, 2013 the Company changed the venue to the United States District Court of Massachusetts against GTI. On February 17, 2014, the Company amended its claims against GTI and certain employees at Goddard to include negligence and unfair trade practices both in the state of MA and in SC based upon supplemental discovery provided by Goddard’s attorney. Depositions and the jury trial are being scheduled for the second quarter of 2014.

On January 2, 2013, the Company won its arbitration proceeding concerning its counter claims against Richard Theriault, former manufacturer MIG and former consultant, Strategic Product Development ("SPD"). The monetary award included $770,000 in recoupment of production costs plus interest, legal fees and other arbitration costs, which will total approximately $1 million. In other claims, Theriault was found guilty of fraud in the inducement and breach of contract and was found to have no rights to any of the Company's proprietary technology, files, drawings, designs, patents or products. A panel of the American Arbitration Association (“Arbitrator”) determined that all production mold payments made by the Company to MIG for the manufacturing of production molds had instead been used by Mr. Theriault for other non-production related purposes. The Arbitrator ruled that the only assets in which production was funded by MIG from the Company’s production payments were $10,000 in trial molds. The equipment asset on the balance sheet was reduced by $710,000 and charged to impairment of assets in 2012 as the payments were not associated with a production or trial mold. The $770,000 award is for the recovery of damages related to these production payments. The gain related to this award will be recorded when collected. The Company has retained counsel in Massachusetts and South Carolina to assist in efforts to collect these damages.

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) (the “Court”) entered an Order (the “Order”) confirming the First Amended Plan of Reorganization dated February 14, 2014 (“Plan”) filed by Chapter 11 debtor Richard H. Theriault. The Company had filed a Proof of Claim with the Court in the amount of $2,000,000 and was Mr. Theriualt’s largest unsecured creditor and will 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 Medical Investment Group (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 $26,666.66, the third payment will be $40,000 and each of the final nine payments will be $25,185.19. 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 Strategic Product Development (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. On June 27, 2014 the Company received its first payment of approximately $122,700.

A lawsuit was filed against the Company by JMJ Financial (“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 not to conceal 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". 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 receive a letter from the DTC advising that a “chill” was placed on its stock. All of the JMJ share issuances where 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.

On October 1, 2012, the Company filed suit in South Carolina Federal District Court against its former President and Director, Thomas G. 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, Strategic Product Development (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 3.6 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. The Company is awaiting the completion of the discovery in the SEC case before moving forward with the arbitration.

On September 20, 2012, the SEC filed a civil complaint in Federal District Court in Georgia against the Company, alleging that the Company issued four misleading press releases during the period from August 2010 through October 2010 and one misleading press release in July 2011, related to the Company’s production schedule of its RevVac™ safety syringe, pending government award and contract, and defense logistic agency product listings. The SEC names the Company’s current Chief Executive Officer, Rondald L. Wheet, as a co-defendant. Among other relief, the SEC seeks an order requiring the Company to disgorge approximately $1,100,000 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.

In April 2013, through discovery and answers to interrogatories, the SEC identified Phillip Maurice Hicks a/k/a Marty Hicks as its tipster and invoked client attorney privilege on all correspondence with Hicks. In September 2011, a South Carolina Circuit Court declared Mr. Hicks to be liable by default for internet defamation of the Company and Rondald L. Wheet, CEO. On June 28, 2013, a special referee appointed by the South Carolina Court awarded the Company and Mr. Wheet more than $20 million in a default judgment against Mr. Hicks and ruled that Hicks intentionally interfered with its Department of Defense grant and contract with the HIV/AIDS prevention program. Specifically, the Company was 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. Also, in April 2013, the SEC identified that the testimony under oath of Richard Theriault was instrumental in bringing the allegation against the Company and its CEO. In January 2013, the Arbitration Panel found Mr. Theriault committed fraud against the Company as part of its award. Depositions are now being scheduled for the second quarter of 2014 and all discovery is expected to be completed by the end of the quarter. The Company and its legal team continue to vigorously defend the Company and its CEO against the unfounded allegation.

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 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. During 2013, the Company made principal payments of $77,656 and interest payments of $11,781 to TCA. As of December 31, 2013, the Company was not in compliance with the financial covenants of this credit facility as it was unable to make the scheduled principal and interest payments for the last two months of 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 became delinquent on payments and was notified of default on January 24, 2014. The Company is working with TCA on an amicable payment of 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.

As of December 31, 2013 and 2012, the Company accrued $607,134 and $411,670, 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 $6,164 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. Tax liens in the aggregate amount of $675,057 were filed against the Company as of April 15, 2014 by the Internal Revenue Service due to these delinquent payments and failure to file the required tax forms. On May 26, 2014, the Internal Revenue Service reduced the assessment of total amount owed by approximately $88,000. The Company has filed all required payroll tax forms as of the date of this filing and is negotiating with the taxing authorities to resolve these liabilities.

Other than the matters outlined above, we are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. Except as disclosed above, 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.

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

(a) Market Information

The Company’s Common Stock is quoted on the OTCQB under the under the symbol “RMCP.” The following table sets forth the quarterly high and low sale prices for our common shares for the last two completed fiscal years and the subsequent interim periods. The prices set forth below represent interdealer quotations, without retail markup, markdown or commission and may not be reflective of actual transactions.

Quarter ended	High		Low
December 31, 2011	$	0.320		0.120
December 31, 2013	$	0.050	$	0.010
September 30, 2011	$	0.320	$	0.170
September 30, 2013	$	0.080	$	0.030
June 30, 2011	$	0.445	$	0.220
June 30, 2013	$	0.090	$	0.040
March 31, 2011	$	0.480	$	0.330
March 31, 2013	$	0.110	$	0.078
December 31, 2010	$	0.783	$	0.442
December 31, 2012	$	0.220	$	0.040
September 30, 2010	$	1.440	$	0.210
September 30, 2012	$	0.250	$	0.070
June 30, 2010	$	0.420	$	0.220
June 30, 2012	$	0.390	$	0.160
March 31, 2010	$	0.390	$	0.260
March 31, 2012	$	0.390	$	0.191
December 31, 2009	$	0.540	$	0.350
September 30, 2009	$	0.540	$	0.270
June 30, 2009	$	0.650	$	0.400

Quotations on the OTCQB reflect bid and ask quotations, may reflect inter-dealer prices, without retail markup, markdown or commission, and may not represent actual transactions.

(b) Holders

As of ~~February~~September 1015, ~~2012~~2014, there were approximately ~~450~~ 575 holders of record of our common stock. This figure does not take into account those shareholders whose certificates are held in the name of broker-dealers or other nominees.

(c) Dividends

We have never paid any cash dividends on our common shares, and we do not anticipate that we will pay any dividends with respect to those securities in the foreseeable future. Our current business plan is to retain any future earnings to finance the expansion development of our business.

(d) Securities Authorized for Issuance under Equity Compensation Plan

The following table shows information with respect to this plan as of the fiscal year ended December 31, ~~2010~~2013.

Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average Exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		14,706,350		0.21		5,293,650
Equity compensation plans not approved by security holders		—		—		—
Total		14,706,350		0.21		5,293,650

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted- average Exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		11,749,008		0.15		8,250,992
Equity compensation plans not approved by security holders		-		-		-
Total		11,749,008		0.15		8,250,992

Transfer Agent

Our transfer agent is American Stock Transfer and Trust Company located at 6201 15th Avenue, Brooklyn, NY 11219.

PENNY STOCK RULES

The U.S. Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock, which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:

·● Contains a description of the nature and level of risk in the market for penny stock in both Public offerings and secondary trading; ● Contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended; ● Contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” price for the penny stock and the significance of the spread between the bid and ask price; ● Contains a toll-free number for inquiries on disciplinary actions; ● Defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

· Contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended.43

39● Contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation.

· Contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” price for the penny stock and the significance of the spread between the bid and ask price.

· Contains a toll-free number for inquiries on disciplinary actions;

· Defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

· Contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

·● The bid and offer quotations for the penny stock; ● The compensation of the broker-dealer and its salesperson in the transaction; ● The number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and ● Monthly account statements showing the market value of each penny stock held in the customer’s account.

· The compensation of the broker-dealer and its salesperson in the transaction;

· The number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

· Monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION OF OUR RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT.

Plan of ~~Operation~~Operations

The Company ~~continues~~has tobegun ~~move~~sales ~~forward with the production~~ of its 3ml ~~Auto Retractable Vacuum Safety Syringe, the~~ RevVac™ ~~Safety~~safety ~~Syringe.~~syringe Onthrough ~~September~~introducing and 6signing distributors, ~~2011,~~advertisements ~~the~~through ~~Company gave~~its ~~notice~~online tosales ~~Medical Investment Group~~program, ~~LLC~~attendance ~~(“MIG”)~~at ~~that~~numerous itindustry ~~was~~trade ~~terminating~~shows ~~the Manufacturing, Supply, Distribution~~ and ~~Licensing~~direct ~~Agreement~~marketing ~~(the~~campaigns. ~~“MIG~~The ~~Agreement”)~~Company ~~dated~~expects ~~September~~to ~~17,~~be ~~2010,~~in ~~due~~full toscale ~~breach~~production ofin ~~contract~~2015 for, ~~among~~its ~~other reasons~~1ml, ~~invalid~~5ml ~~assignment~~and of10ml ~~the~~RevVac™ ~~MIG~~safety ~~Agreement to ALLWAYS Design & Engineering Co~~syringes. When ~~Ltd.~~all ~~There~~sizes ~~were no termination penalties incurred by the Company as a result~~ of the ~~termination~~RevVac™ ofsafety ~~the~~syringe ~~MIG~~are ~~Agreement.~~in ~~On September 8~~production, ~~2011,~~ the Company ~~entered~~believes ~~into~~that ait ~~binding memorandum~~can ofship ~~understanding (the “MOU”) with Wuxi Yushou Medical Appliances Co., Ltd. (“Yeso-med”),~~ a ~~limited liability~~total ~~company organized under the laws~~ of ~~the~~50 ~~People’s~~million ~~Republic~~RevVac™ ofsafety ~~China,~~syringes for the ~~manufacture~~following ~~and~~twelve ~~supply~~month ~~of the Company’s RevVac Safety Syringes~~period. As ~~The MOU is intended to allow Yeso-med and the Company to begin working together on the manufacturing process while definitive documents are executed. The Company expects that the first shipments~~ of ~~syringes~~December ~~should~~31, be2013, ~~delivered in~~ the ~~fourth quarter of 2011. The~~ Company ~~plans~~generated to fund the manufacture process of these syringes through the use of the JMJ Financial convertible note. The Company also plans to continue funding the clinical study with the Philadelphia College of Medicine$41,419 ~~North~~in ~~Georgia~~revenue ~~Campus, using~~from ~~its~~domestic ~~proprietary MRI software tools, RevColor, RevDisplay~~ and ~~Rev3D~~international ~~with~~sales ~~the~~orders ~~JMJ~~from ~~Financial~~its ~~convertible note~~distributors. ~~First results of this study are expected to be completed in the 1st quarter of 2012.~~

40This 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.

The Company completed its designs for the 5ml and 10ml RevVac safety syringe in November 2010 and completed the designs for the 1ml syringe in March 2011, with anticipated production roll out of the 1ml, followed by the 5ml and 10ml sizes during 2012. The Company also completed the designs on its new pre-filled safety syringe using the existing patented vacuum technology with significant improvements that required filing an additional provisional patent on this new design May 3, 2011, with the United States Patent and Trademark office. The Company will use this new design for its interchangeable needles, RevLock, for all syringe sizes and for the new pre-filled syringes. The Company expects to start this production process during the 1st quarter of 2012 on the new design. The Company expects to complete designs and launch sales for its Software as a Service (SAS) business model using its MRI software tools in the 1st quarter of 2012 for its first clinical application; concussions and head trauma. The Company may also seek additional capital to secure a manufacturing and assembly facility in South Carolina.44

~~This~~The ~~RevVac~~Company ~~Safety~~has ~~Syringe~~developed ~~uses~~a new vacuum ~~technology to~~auto ~~retract~~retraction ~~the~~design ~~needle~~which ~~into~~it ~~the~~believes ~~plunger~~will ~~after~~address ~~use. The syringe cannot be reused once~~ the ~~vacuum~~growing isprefilled ~~activated. Revolutions Medical believes its~~ safety syringe ~~has many advantages over its competition including price, ease of use, and safety~~market. ItThis ~~should~~new ~~help~~design ~~significantly reduce~~is ~~accidental~~proprietary ~~needle stick injuries~~ and ~~also aid in reducing~~ the ~~spread~~Company ofhas ~~contagious~~filed ~~diseases.~~for ~~You~~patent ~~may view a video of the syringe in use on are website at www~~protection.~~revolutionsmedical.com.~~ The Company ~~also~~expects ~~believes~~to ~~that~~begin ~~with~~prototypes ~~the help~~ of ~~government regulation initiatives, individual state laws, and~~ the ~~importance~~new ofprefilled ~~world health concerns, the safety~~ syringe ~~market~~this ~~will~~year ~~continue~~and to have ~~substantial~~ ~~growth~~samples ~~into~~in ~~the foreseeable future~~2015.

The Company ~~introduced~~is ~~its~~working ~~proprietary~~on ~~Color MRI~~developing, ~~software~~enhancing ~~tools~~and atsecuring ~~the~~its ~~prestigious~~proprietary ~~Radiological~~MRI ~~Society~~software oftools ~~North~~for ~~America~~commercial ~~(RSNA) show in Chicago, IL at the beginning of December 2009~~launch. ~~Based~~The ~~upon~~Company ~~the~~believes ~~feedback~~that ~~from~~once ~~the~~clinical ~~show~~application ~~validating~~validations using its ~~Software~~MRI assoftware asuite ~~Service~~of ~~(SAS)~~products ~~business~~including ~~model~~RevColor™, ~~the~~RevDisplay™ ~~Company~~and isRev3D™ ~~now~~directed ~~currently working~~at onconcussions, astroke, ~~clinical~~Alzheimer’s ~~validation~~and ~~studies~~breast ~~with~~disease ~~Dr.~~are ~~Keith Brown at the Philadelphia College of Medicine~~achieved, such products ~~north~~could eventually ~~Georgia~~aid ~~Campus.~~in ~~The Company is hopeful that~~ the ~~many~~enhanced ~~advantages that its proprietary software tools (RevColor~~diagnosis, ~~Rev3D~~detection, ~~RevDisplay~~ and ~~RevScan)~~monitoring ~~have over~~of ~~the~~such ~~traditional~~diseases ~~black~~ and ~~white images will be validated with these first clinical studies~~afflictions. The Company’s ~~can~~MRI ~~then~~software ~~proceed~~tools ~~with other~~are ~~clinical~~not ~~studies~~ready ~~directed~~for ~~at concussions~~commercialization, ~~stroke, Alzheimer’s, abdomen~~ and ~~breast~~we ~~disease.~~do ~~The~~not ~~Company~~have ~~believes~~a ~~that its~~time ~~proprietary~~table ~~color~~when ~~MRI~~this ~~software~~product ~~tools~~ will ~~eventually~~be ~~aid~~available incommercially. However, the ~~enhanced~~Company ~~diagnosis,~~expects ~~detection,~~to ~~and~~dedicate ~~monitoring~~additional ofresearch ~~such diseases~~ and ~~afflictions.~~development ~~The~~funds ~~results~~in of the ~~first~~current ~~clinical~~year ~~studies~~to ~~should~~continue beadvancing ~~completed in~~ the ~~1st quarter of 2012~~technology.

~~When~~ anOn ~~MRI~~July is1, ~~taken~~2013, ~~the~~new ~~black~~regulations and ~~white~~certifications ~~images are~~were ~~sent~~implemented toand aimposed ~~picture~~by ~~archiving~~the ~~and~~country ~~communication~~of ~~system~~Brazil. ~~(PACS),~~The ~~which~~Company ~~displays~~has ~~the~~taken ~~images~~all ~~for~~necessary asteps ~~radiologist~~ to ~~view.~~comply Bywith ~~using high~~these ~~speed~~new ~~internet,~~changes ~~these~~so ~~images~~the RevVac™ safety syringe can be ~~securely~~imported ~~sent~~into toBrazil. ~~the~~The Company’s ~~secure~~is ~~website,~~currently ~~after~~awaiting afinal ~~secure~~approval ~~account~~and isalong ~~opened. This~~with its Brazilian distributors is ~~called~~continuing ~~teleradiology.~~to ~~For~~market aits ~~small~~RevVac™ ~~nominal~~safety ~~fee~~syringe orin ~~monthly~~anticipation ~~subscription~~of beginning shipments of its RevVac™ safety syringe into Brazil later this year . However, there are no guarantees that the Company will ~~use~~be ~~its~~able ~~proprietary~~to ~~software~~meet this deadline, ~~based upon~~as ~~specific~~it ~~parameters~~is ~~and~~dependent ~~information~~on ~~provided,~~the review and ~~sends~~approval ~~back~~from the ~~images~~country inof ~~enhanced~~Brazil. ~~color~~The ~~and~~Company ~~sorted~~has inbeen ~~correct~~endeavoring ~~sequence~~to ~~along with~~complete the ~~original~~process ~~black~~to get the necessary approvals and ~~white~~licenses ~~images,~~to sell the RevVac™ safety syringe in Brazil. The Company has expanded its distribution network during this time, AGN Tech became a ~~matter~~non-exclusive ofdistributor, ~~minutes.~~and Athe ~~video~~Company ofhas confirmed that the ~~MRI~~1,000,000 ~~software~~syringes ~~can~~per bemonth ~~found~~contract onwill begin once the ~~Company’s website~~necessary regulatory approvals are completed.

On ~~December~~May 3128, ~~2010~~2014, the Company ~~announced that~~issued ita ~~had~~total ~~acquired~~of ~~the~~11,500,000 ~~exclusive~~options ~~rights~~with toan ~~license~~exercise aprice ~~breast~~of ~~biopsy localization system~~$0.01, ~~The~~and ~~Company~~an ~~recently~~expiration ~~signed~~date aof ~~worldwide exclusive~~June ~~license agreement with Traxsys~~30, ~~Inc~~2015. ~~for~~The anoptions ~~image-guided~~were ~~navigation~~granted ~~system~~to ~~that~~the ~~incorporates~~following ~~high~~individuals: ~~accuracy breast biopsies systems~~ (~~“BSS”~~1) ~~to conventional mammography systems~~7, ~~which number more than 50~~000,000 ~~globally.~~options ~~This~~to ~~technology~~Rondald ~~has~~Wheet, ~~already received~~our ~~510K~~Chief ~~market~~Executive ~~clearance~~Officer ~~by the FDA. BSS facilitates accurate~~ and ~~fast~~Director, ~~non-palpable~~(2) ~~lesions and micro calcification localization in the treatment of breast cancer. It is a low-cost~~2, ~~standalone~~000,000 ~~stereotactic~~options ~~image-based~~to ~~system~~Thomas ~~which~~Beahm, ~~uses data from~~ a ~~pair~~director of ~~mammograms~~ ~~to enable radiologists to accurately position a localization needle or biopsy tool at~~ the ~~location~~Company, of(3) ~~suspicious~~1,000,000 ~~abnormalities. The~~options ~~system can also be modified~~ to ~~leverage~~Vincent ~~existing~~Olmo, ~~popular~~our ~~biopsy~~Chief ~~tools.~~Operating ~~The~~Officer, ~~technology~~(4) ~~can~~1,000,000 ~~be used~~ to ~~provide~~Stephen ~~a technology platform for future development~~Wheet,our ~~including~~Director ~~multi-modal~~of ~~breast~~Sales; ~~imaging~~and ~~for~~(5) ~~the~~500,000 ~~image~~to ~~fusion~~Bryon ofScott ~~MRI and X-Ray images~~Key. ~~After~~Prior at ~~full~~to ~~due diligence of~~ the ~~technology~~issuance, ~~the~~7,000,000 ~~Company~~options ~~sees~~held aby ~~potential synergy between its proprietary MRI software tools and this technology for breast imaging~~Mr. ~~However~~Wheet, ~~the~~2,000,000 ~~Company~~options ~~has~~held ~~decided~~by ~~not~~Dr. toThomas ~~invest~~Beahm ~~additional capital at this time~~ and to1,000,000 ~~focus~~options ~~its~~held ~~resources~~by ~~on its RevVac safety syringe line of products and applications for its MRI software technology~~Mr. InOlmo ~~the~~had ~~future, the Company could re-license this technology~~expired.

41Results of Operations

~~Results~~ ofFor ~~Operation~~the three months ended June 30, 2014 compared to the three months ended June 30, 2013

For the three months ended September 30, 2011 compared to the three months ended September 30, 2010

Revenues

During the ~~quarters~~three months ended ~~September~~June 30, ~~2011 and 2010~~2014, ~~respectively,~~ the Company had no$0 in revenues. asThe itCompany ~~continues~~had to$1,791 ~~focus on finalizing the new manufacturing relationship with Yeso-med~~ in ~~order~~revenue tofor ~~meet~~ the ~~goal~~second ~~of receiving the first full shipment of syringes from the factory in the 4th~~ quarter of ~~2011~~2013.

Loss on firm purchase commitment

For the three months ended June 30, 2014, the Company incurred $480,914 in loss on firm purchase commitment. For the same period in 2013, the Company incurred $491,938 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, ~~2011~~ 2014, the Company incurred $~~564~~311,~~910~~259 in general and administrative expenses, compared to $~~528~~576,~~814~~856 for the same period in ~~2010~~2013. ~~Employee salaries~~Salaries were $179,512 for the three months ended September 30, 2011, an increase of $49,087, compared to $130,425 for the same period in 2010. This salary increase is due to the hiring of our new Chief Operating Officer, Chief Financial Officer and ~~additional sales~~wages ~~staff in April 2011. Further, consulting agreement fees and legal fees were $134,734 and $94,260, respectively,~~ for ~~the~~officers ~~three months ended September 30, 2011, a decrease in consulting fees of $116,746~~ and andirectors ~~increase in legal fees of $35,033, respectively, compared to $251,480 and $59,227, respectively,~~ for the same period in 2010. The decrease in consulting fees was partly due to the termination of a consulting agreement with Strategic Product Development (“SPD”) in July. A total of $91,284 in prepaid consulting agreements was expensed in the three months ended ~~September~~June 30, ~~2011~~2014, ~~compared~~totaled to $~~137~~138,~~180 for the same period in 2010. Interest and derivative expenses increased to $128~~030,~~856~~ ~~during the three months ended September 30, 2011,~~ compared to ~~$76~~176,~~654~~ 804 for the same period in ~~2010~~2013. This increase is due to additional convertible debt agreements with Asher Enterprises, Inc. and JMJ Financial, Inc. We also incurred capital expenditures in the amount of $44,115 and $120,866, during the three months ended September 30, 2011 and 2010, respectively, for office equipment, leasehold improvements and payments to complete the pilot design and final design of our production molds related to the 3 ml RevVac Safety Syringe. Also, during the three months ended September 30, 2011, the Company removed from the balance sheet equipment valued at $248,000 for the production of 1 ml molds, as the Company determined that these molds had not been produced and would not be produced under the terms of the contract terminated with MIG in September.

Further contributing to the decrease in general and administrative expenses was a decrease of approximately $292,189 in consulting agreement fees and legal fees for the three months ended June 30, 2014 as compared to the same three month period in 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.

Interest expense

Interest expenses increased to $261,432 for the three months ended June 30, 2014, compared to $149,314 for the same period in 2013. This increase is due primarily to additional notes issued and interest incurred on issuance of convertible debt for the excess of the value of derivative –note conversion feature on the issuance date over the principal of the notes.

Gain or loss on change in fair value of derivative liabilities

The Company had a loss of $19,426 on the change in fair value of derivative liabilities for the three months ended June 30, 2014, compared to a $202,794 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, ~~2011,~~2014 was $~~685~~973,~~391,~~995 compared to $~~607~~1,~~002~~476,614 for the same period in ~~2010,~~2013 asmainly ~~the~~due ~~Company~~to ~~incurred~~the ~~greater~~decrease ~~expenses~~of ~~primarily~~consulting ~~related to~~and anlegal ~~increase~~fees in ~~salaries,~~the ~~consulting~~three ~~and~~months ~~legal~~ended ~~fees~~June ~~and~~30, ~~expenses~~2014 ~~associated~~compared ~~with~~to the ~~convertible~~same ~~debt~~period ~~agreements~~in 2013. ~~The~~In ~~Company incurred~~addition, athe net ~~operating~~ loss offor ~~$566,535 during~~ the three months ended ~~September~~June 30, ~~2011,~~2014 decreased as compared to athe ~~net~~same ~~operating~~prior ~~loss~~year ~~of $530,348~~period ~~for~~is also attributable to the ~~same~~gain ~~period~~on the change in ~~2010~~fair value of the Company’s derivative liabilities.

For the ~~Nine~~six ~~Months~~months ~~Ended~~ended ~~September~~June 30, ~~2011~~ ~~Compared~~2014 compared to the ~~Nine~~six ~~Months~~months ~~Ended~~ended ~~September~~June 30, ~~2010~~2013

Revenues

During the ~~nine~~six months ended ~~September~~June 30, ~~2011~~ ~~and 2010~~2014, the Company had no$5,048 in revenues as it ~~continues~~began tomaking ~~focus~~sales onof ~~finalizing~~ the ~~new~~RevVac™ ~~manufacturing~~safety ~~relationship~~syringe ~~with Yeso-med in order~~ to ~~meet~~its ~~the~~domestic ~~goal~~and ofinternational ~~receiving~~distributors. ~~the~~The ~~first~~Company ~~full~~had ~~shipment~~$3,091 ofin ~~syringes~~revenue ~~from~~for the ~~factory~~second ~~in the 4th~~ quarter of ~~2011~~2013.

Loss on firm purchase commitment

For the six months ended June 30, 2014, the Company incurred $940,894 in loss on firm purchase commitment. For the same period in 2013, the Company incurred $976,029 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 ~~nine~~six months ended ~~September~~June 30, ~~2011~~ 2014, the Company incurred $1742,~~820,549~~889 in general and administrative expenses, compared to $21,~~260~~663,~~713~~610 for the same period in ~~2010~~2013. ~~Employee~~ ~~salaries~~Salaries ~~were~~and ~~$548,237~~wages for ~~the~~officers nine months ended September 30, 2011, an increase of $203,087, compared to $345,150 for the same period in 2010. This salary increase is due to the hiring of our new Chief Operating Officer, Chief Financial Officer and ~~additional~~directors ~~salaries staff in April 2011. Further, consulting agreement fees and legal fees were $939,045 and $281,201, respectively,~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2011~~2014, antotaled ~~increase of~~ $~~624~~267,~~914 and $190~~303,~~593,~~ ~~respectively,~~ compared to ~~$314~~367,~~131~~636 ~~and $90,608, respectively,~~ for the same period in ~~2010~~2013. These increases were related an increase in outside marketing consultants and the continuing refinement of our current products to a production level quality and the protection of our patents. Interest and derivative expenses also increased to $422,149 during the nine months ended September 30, 2011, compared to $111,660 for the same period in 2010, due to additional convertible debt agreements with Asher Enterprises, Inc. and JMJ Financial, Inc. We also incurred capital expenditures in the amount of $407,821 and $230,375, during the nine months ended September 30, 2011 and 2010, respectively, for equipment, leasehold improvements and payments to complete the pilot design and final design of our production molds related to the 3 ml RevVac Safety Syringe. Also, in September, 2011, the Company removed from the balance sheet equipment valued at $248,000 for the production of 1 ml molds, as the Company determined that these molds had not been produced and would not be produced under the terms of the contract terminated with MIG in September.

42 Further contributing to the decrease in general and administrative expenses was a decrease of approximately $533,162 in consulting agreement fees and legal fees for the six months ended June 30, 2014 as compared to the same six month period in 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.

Interest expense

Interest expenses increased to $519,972 for the six months ended June 30, 2014, compared to $266,684 for the same period in 2013. This increase is due primarily to additional notes issued and interest incurred on issuance of convertible debt for the excess of the value of derivative –note conversion feature on the issuance date over the principal of 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, ~~2011,~~2014 was $21,~~777~~903,~~528,~~455 compared to $~~846~~3,~~374~~122,386 for the same period in ~~2010,~~2013 asmainly due to the ~~Company~~decrease ~~incurred~~of ~~greater~~consulting ~~expenses~~and ~~primarily related~~legal tofees anand ~~increase~~employee option compensation expenses in ~~salaries,~~the ~~legal~~six ~~fees~~months ~~and~~ended ~~expenses~~June ~~associated~~30, ~~with~~2014 compared to the ~~convertible~~same ~~debt~~period ~~agreements~~in 2013. ~~The~~In ~~Company~~addition, ~~incurred a~~the net ~~operating~~ loss offor ~~$2,377,323 during~~ the ~~nine~~six months ended ~~September~~June 30, ~~2011,~~2014 decreased as compared to athe ~~net~~same ~~operating~~prior ~~loss~~year ofperiod ~~$734,713 for~~is also attributable to the ~~same~~gain ~~period~~on the change in ~~2010~~fair value of the Company’s derivative liabilities.

For the ~~year~~Year ~~ended~~Ended December 31, ~~2010 compared~~2013 Compared to the Year Ended December 31, ~~2009~~2012

During the years ended December 31, 2010 and 2009, the Company had no revenues and continued to focus on obtaining government approval for its medical devices. Related to this process, in 2010, the Company incurred $2,109,556 in general and administrative expenses compared to $541,674 in 2009. These expenses primarily relate to employee salaries, consulting agreements and legal fees associated with obtaining FDA approval and expenses associated with refining our current products to a production level quality. We utilize third parties for this process. We also incurred approximately $257,350 and $303,000 in 2010 and 2009 respectively, in research and development costs to continue to research enhancements to our products.Revenues

~~The~~For ~~net~~2013, ~~loss for 2010 was substantially higher than 2009 as~~ the Company ~~incurred~~recorded ~~greater~~revenue expenses primarily related to an increase in salaries and consulting fees as the safety syringe product transitions from the development stage to the production stage. The Company incurred a net operating loss of $241,~~360,314 in~~419 ~~2010~~as ~~compared~~it tobegan amaking ~~net~~sales ~~operating loss of $844,674 for 2009. In addition~~ to ~~the~~its ~~higher~~domestic ~~expenses~~and ~~resulting~~international ~~from~~distributors ~~the company beginning~~ to ~~bring~~assist ~~the~~in ~~safety syringe product to market,~~ the ~~Company~~introduction ~~issued shares related to the SEC settlement agreement with Gifford Mabie. This settlement agreement requires the Company to set aside shares that satisfy the remainder~~ of the ~~judgment~~RevVac™ ~~following~~safety ~~the~~syringe ~~liquidation of a brokerage account set up by Mr. Mabie~~ to ~~partially~~primary ~~satisfy the judgment. In 2010~~care, ~~after~~ambulatory ~~the~~care ~~complete~~and ~~liquidation~~governmental ~~of Mr~~markets. ~~Mabie’s account,~~Revenue ~~the company determined that the liability~~ for ~~the~~2012 ~~remaining~~totaled ~~settlement amount would be~~ $~~924~~1,~~568~~189. ~~An expense was incurred for this amount in 2010, and 400,000 shares in the Company’s common stock were placed in an account to partially satisfy this liability beginning in July of 2011.~~

InLoss order to fund the governmental approval process, we issue stock options and/or common stock when it is acceptable to the third party for services rendered in assisting us in the approval process. Compensation cost related to the issuance of stock options to outside parties for services rendered in 2010 and 2009 were approximately $560,773 and $329,000, respectively. We also sell stock as needed for cash to be used in our operations. In 2010 and 2009, respectively, we receive proceeds from exercise of stock options or sale of stock of approximately $1,567,491 and $1,976,923. In 2010 and 2009, respectively, we receive proceeds from exercise of warrants of $58,700. As of December 31, 2010, the Company did not have and continues to not have sufficient cash to pay present obligations as they become due. We are searching for additional financing to generate the liquidity necessary to continue our 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~~firm ~~terms,~~purchase if at all. Because of these uncertainties, the auditors have expressed substantial doubt about our ability to continue as a going concern. We do not presently have any investment banking or advisory agreements in place and due to the Company’s risks and uncertainties, there is no assurance that we will be successful in establishing any such agreements. Even if such agreements are established, there is no assurance that they will result in any funding. 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. See “RISK FACTORS.”commitment

43For 2013, the Company incurred $1,965,482 in loss on firm purchase commitment. For 2012, the Company incurred $783,593 in loss on firm purchase commitment. The loss was related to the 5-year agreement with Yeso-med entered on December 1, 2011. In July 2012, Yeso-med met the capacity requirement. However, the Company has not yet placed any orders after July 2012.

~~Because~~The wepayable doto ~~not~~Yeso-med ~~currently~~also ~~generate~~included ~~any~~amounts ~~cash from~~due ~~operations~~for ~~and~~product ~~have~~purchased noof ~~credit~~$208,501 ~~facilities~~and ~~available~~$208,258 ~~our~~as ~~only means~~ of ~~funding~~December ~~is through the sale of our common stock. We presently have 250~~31,~~000,000~~ ~~shares~~2013 ofand ~~common stock authorized~~2012, ~~of which 42~~respectively,~~869,909~~ ~~shares~~and ~~were~~amounts ~~issued~~due ~~and~~for ~~outstanding~~equipment aspurchased of ~~December 31~~$289,519 ~~2010.~~and ~~If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations~~$289,009 ~~the~~as ~~percentage ownership~~ of ~~our~~December ~~stockholders will be reduced~~31, ~~stockholders~~2013 ~~may~~and ~~experience additional dilution~~2012, ~~or the equity securities may have rights preferences or privileges senior to the common stock~~respectively. ~~If adequate funds are not available to us when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy.~~

General and Administrative Expenses

For 2013, the Company incurred $3,800,405 in general and administrative expenses, compared to $4,046,080 for 2012. Contributing to the decrease in general and administrative expenses was a decrease of approximately $520,832 in consulting agreement fees and legal fees for 2013 as compared to 2012. 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 fees related to the issuance of convertible debt. Further, salaries to officers decreased $178,267 as a result of the decrease of employees in 2013. Compensation cost related to the issuance of options to officers and directors during 2013 and 2012 totaled $1,231,140 and $758,962, respectively.

Impairment of assets

During the year ended December 31, 2012, the Company removed from the balance sheet and impaired equipment valued at $710,000 for the production of the 3 ml production pilot molds, as the Company determined through the arbitration proceeding with MIG in November 2012 that these molds had not been produced and MIG could not account for the whereabouts of the funds the Company paid toward these assets. Additionally, the Company wrote off prepayment of $80,000 made to MIG in 2011due to the uncertainty of the collectability. In 2011, $328,000 of production mold equipment had been reclassified from the balance sheet to consulting expense in 2011 as the Company learned that some of the trial molds and production molds had not been produced by MIG.

Interest expense

Interest expense decreased to $852,271 for 2013, compared to $1,727,512 for 2012. This decrease is due primarily to the conversion of convertible notes into shares of the Company’s common stock during 2013.

Net Loss

Net loss for 2013 was $6,424,539 compared to $7,164,311 for 2012, due to the decrease of convertible debt interest expenses, consulting fees, and legal fees while expenses for cost of goods sold and employee option compensation expenses increased in 2013 compared to 2012.

Liquidity and Capital Resources

As of ~~September~~June 30, ~~2011~~2014, the Company did not have and ~~continues~~currently todoes 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, ~~the~~ ~~Company’s~~there ~~auditors~~is ~~have expressed~~ substantial doubt about our ability to continue as a going concern.

Net cash used for operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2011~~2014 and ~~2010~~2013, was $2213,~~426,001~~307 and $~~(903~~490,~~436)~~272, respectively. The net loss for the ~~nine~~six months ended ~~September~~June 30, ~~2011~~2014 and ~~2010~~2013, was $(21,~~777~~903,~~528)~~455 and $~~(846~~3,~~374)~~122,386, respectively. This ~~increase~~decrease is primarily attributable to the ~~increased~~ decreased expense related to ~~consulting agreements,~~ legal expenses, ~~salaries~~consulting ~~and~~fees, ~~the~~other ~~interest~~compensation ~~and derivative~~ expenses ~~related to the convertible debt agreement~~.

Net cash used for investing activities for the nine months ended September 30, 2011 and 2010, was $(176,621) and $(230,376), respectively. This cash used for investing activities is a result of equipment purchases and leasehold improvements, as well as the adjustment for the 1ml design molds taken off of the balance sheet after the termination of the contract with MIG.

Net cash obtained through all financing activities for nine months ended September 30, 2011, was $2,535,910, as compared to $1,124,512 for the nine months ended September 30, 2010. The increase in cash obtained through financing activities is primarily a result of cash received from the exercise of stock options in the amount of $1,465,820. Additionally, cash adjustments through the issuance of convertible debt totaled $427,920 during the nine months ended September 30, 2011. Of this $427,920, an increase of $307,671 was provided from principal on the 2011 convertible debt agreements. A debt discount decrease of $246,629 has yet to be amortized as of September 30, 2011, and an increase from the balance of the derivative liability as of September 30, 2011, is $366,878.

In order to fund the completion of the RevVac Safety Syringe production molds, we issued stock options and/or common stock when it is acceptable to third parties for services rendered in assisting us in the product distribution and marketing process. Compensation costs related to the issuance of stock options to outside parties for services rendered during the three months ended September 30, 2011 and 2010 were $38,350 and $0, respectively. Additionally, we received payments for exercised options during the three months ended September 30, 2011, totaling $1,465,820, compared to $261,276 for the three months ended September 30, 2010. This increase is due primarily to an increase in consulting agreements and the options issued under the terms of these agreements.

As of September 30, 2011, the Company did not have and continues to not have sufficient cash to pay present obligations as they become due. We are searching for additional financing to generate the liquidity necessary to continue our 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. Because of these uncertainties, the auditors have expressed substantial doubt about our ability to continue as a going concern. We presently have an outstanding convertible note with JMJ Financial, but due to the Company’s risks and uncertainties, there is no assurance that we will be successful in continuing to fund money under these financing transactions. We may also not be able to establish new agreements. Even if such new agreements are established, there is no assurance that they will result in any funding. 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.

Because we do not currently generate any cash from operations and have no credit facilities available, our only means of funding is through the sale of our common stock. We presently have 250,000,000 shares of common stock authorized, of which 51,336,394 shares were issued and outstanding as of September 30, 2011. 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 when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy.

We believe that our existing available cash and available funds through the convertible notes with JMJ Financial and Asher Enterprises will enable us to meet our working capital requirements for at least the next 6 months. Our estimated working capital requirement for the next 10 months is $1,900,000 with an estimated burn rate of $160,000 per month. This working capital requirement includes initial orders for the safety syringe expected in the 4th quarter of 2011.

The Company entered into a two new securities purchase agreements in 2011 with Asher Enterprises, Inc. (“Asher Enterprises”), pursuant to which the Company issued two convertible promissory notes to Asher Enterprises for an original principal amount of $40,000 on July 26, 2011, and $45,000 on September 1, 2011, in return for aggregate gross cash proceeds of $85,000. The notes bear interest at a rate of 8% per annum and provide for the payment of all principal and interest 9 months from the date of the note. The principal amount owed to Asher Enterprises at September 30, 2011, is $160,000. The note is convertible at the election of Asher Enterprises into that number of shares of the Company’s common stock determined by multiplying 55% by the average of the lowest three closing bid prices of the Company’s common stock on the OTC Markets OTCQB during the 10 business days immediately preceding the date of conversion, subject to adjustment.

On February 22, 2011, the Company issued a $1,050,000 Convertible Promissory Note to JMJ Financial, Inc. (“JMJ”), a private investor. The note bears interest in the form of a onetime interest charge of 8%, payable with the note’s principle amount on the maturity date, February 22, 2014. All or a portion of this note’s principle and interest is convertible at the option of JMJ from time to time, into shares of the Company’s common stock, originally fixed at a per share conversion price equal to 70% of the average of the 5 lowest traded prices for the Company’s common stock in the 20 trading days previous to the effective date of each such conversion.

On February 28, 2011, the Company issued a $500,000 Convertible Promissory Note to JMJ. The note bears interest in the form of a onetime interest charge of 8%, payable with the note’s principle amount on the maturity date, February 28, 2014. All or a portion of this note’s principle and interest is convertible at the option of JMJ from time to time, into shares of the Company’s common stock, originally fixed at a per share conversion price equal to 70% of the average of the 5 lowest traded prices for the Company’s common stock in the 20 trading days previous to the effective date of each such conversion. The principal amount owed to JMJ at September 30, 2011, is $272,671.

The following table summarizes total current assets, liabilities and working capital at September 30, 2011, compared to September 30, 2010.

	Sept. 30, 2011 (unaudited)			Sept. 30, 2010 (unaudited)			Increase/ (Decrease)
Current Assets	$	222,165		$	336,723		$	(114,558	)
Current Liabilities	$	1,915,531		$	680,074		$	(1,235,457	)
Working Capital Deficit	$	(1,693,366	)	$	(343,351	)	$	(1,350,015	)

As of September 30, 2011, we had a working capital deficit of $1,693,366, as compared to a working capital deficit of $343,351 as of September 30, 2010, an increase of $1,350,015. Factors contributing to the increase in this deficit include the settlement agreement reach with Gifford Mabie and the SEC, which increased current liabilities by $803,280, as of September 30, 2011. Additionally, the issuance of the convertible notes and the embedded derivatives associated with these notes increases current liabilities to $1,915,531 as of September 30, 2011, as compared to a balance of $680,074 as of September 30, 2010.

Other current assets include the amount related to pre-paid consulting expenses incurred through the issuance and exercise of stock options. The balance of prepaid consulting fees as of September 30, 2011, was $191,860, compared to $411,539 as of September 30, 2010. The remaining balance of $27,500 is a short term note receivable.

	Sept. 30, 2011			Sept. 30, 2010
Building	$	—		$	—
Production machinery and equipment		894,000			228,000
Furniture and fixtures		39,847			39,847
Office equipment		4,035			2,214
Leasehold improvements		41,800			—
Less: accumulated depreciation and amortization		(14,360	)		(8,049	)
Property, plant and equipment, net	$	965,322		$	262,012

Production machinery and equipment as of September 30, 2011, consisted primarily of amounts incurred in connection with the pilot molds and final molds related to the lines for the RevVac syringe.

The Company does not currently generate any cash from operations and does not have access to traditional credit facilities, however, the Company expects product sales beginning in the fourth quarter of 2011. Over the next 12 months, we expect to rely upon funding under our $1,050,000 and $500,000 convertible promissory notes with JMJ in order to implement our business plan and meet our liquidity needs going forward. The Company may also sell shares of its common stock or permit warrant exercises. If we implement any of the foregoing financing alternatives 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 when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy.

~~Current~~ ~~Liabilities~~Net ~~consists~~cash used for investing activities for the six months ended June 30, 2014 and 2013 was $7,637 and $5,982, respectively. The cash used for investing activities in the first six months of 2014 and 2013 is a result of legal expenses related to patent fees and annuities for the ~~following:~~RevVac™ safety syringe.

	Sept. 30, 2011		Sept. 30, 2010
Accounts payable and credit cards	$	144,850	$	53,027
Accrued Salaries		120,000		253,725
Convertible Debentures and Accrued Interest (net)		111,985		116,400
Note Payable and Accrued Interest		830,176		0
Derivative Liabilities		527,538		164,761
Other Current Liabilities		180,982		92,161
Total current liabilities	$	1,915,531	$	680,074

Net cash obtained through all financing activities for six months ended June 30, 2014 and 2013 was $236,900 and $497,500, respectively. We issued stock options and/or common stock when it 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 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 decrease in consulting agreements and the options exercised under the terms of these agreements. Proceeds from issuance of notes for cash were $216,900 for the six months ended June 30, 2014 as compared to $402,500 for the six months ended June 30, 2013.

~~Changes~~ in the balance to Accounts Payable are a result of the purchase agreement for the 1ml and 3ml RevVac Safety Syringe molds. Notes payable and Accrued Interest are a result of the settlement and determination of a liability with Gifford Mabie and the SEC. The ~~issuance~~following oftable ~~the~~summarizes ~~convertible~~total ~~debt agreements~~current ~~resulted~~assets, ~~in an increase in derivative~~ liabilities. ~~Other~~and ~~current~~working ~~liabilities~~capital ~~include~~at anJune ~~amount~~30, ~~due~~2014, compared to aDecember ~~former~~31, ~~employee of the Company~~2013.

Expected Purchase or Sale of Plant and Significant Equipment

	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

~~None~~ 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.

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 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 straight-line method. 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. If all or any portion of the payments of principal and interest is late, the Company should pay TCA a late charge equal to 5% of such unpaid payment. During 2013, the Company made principal payments of $77,656 and interest payments of $11,480 to TCA. As of December 31, 2013, the Company was not in compliance with the financial covenants of this credit facility as it was unable to make the scheduled principal and interest payments for the last two months of 2013. On February 24, 2014, TCA filed in a Florida court to seek unpaid monthly payments plus late fees and penalties related to this facility as part of the credit facility agreement. The Company was delinquent on payments and was put in default on January 24, 2014. The Company is working with TCA on an amicable payment of past due amounts and expects to be able to pay the amount left owed to TCA after it receives disbursements from legal settlements in the second quarter of 2014, issuance of additional shares, and or proceeds from anticipated sales. The total amount available under the credit facility was $2 million. Once the Company and TCA reconcile the delinquent payments, there will be approximately $1,659,000 remaining under the facility.

On September 15, 2014, 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. 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 150,426,703 shares were issued and outstanding as of August 29, 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.

Expected Significant Changes in the Number of Employees

The Company ~~began leasing additional space in the same building as of July 1, 2011, and~~ expects to hire between 13 to 37 office and sales personnel to assist with operations as significant sales ~~commence~~ increase with the addition of the 1ml, 5ml and 10 ml sizes and the continued growth of the 3ml RevVac™ safety syringe.

Off-Balance Sheet Arrangements

WeAs ~~have~~of noDecember ~~significant~~31, ~~known~~2013, ~~off~~the Company had no off-balance sheet arrangements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~There~~On ~~have~~March ~~been~~20, 2013, the Company accepted the resignation of Hood & Associates, CPAs, P.C. (“Hood”), as the Company’s independent registered public accounting firm. Hood’s resignation is solely a result of reaching the prescribed term limit as the Company’s independent auditor as required by the audit engagement partner rotation rules and regulations prescribed by the SEC and Public Company Accounting Oversight Board. Hood’s report on the financial statements for the fiscal years ended December 31, 2011 and December 31, 2010, contained no ~~changes~~adverse inopinion or ~~disagreements with~~disclaimer ~~accountants~~of onopinion, ~~accounting~~and were not qualified or ~~financial~~modified ~~disclosure~~as ~~matters~~to uncertainty, audit scope or accounting principle, other than for a going concern.

~~QUANTITATIVE~~During ~~AND~~the ~~QUALITATIVE~~fiscal ~~DISCLOSURES ABOUT~~years ~~MARKET~~ended ~~RISK~~December 31, 2011 and December 31, 2010, and in the subsequent interim period through March 20, 2013, the date of Hood’s resignation, there were no disagreements with Hood on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Hood, would have caused them to make reference to the subject matter of the disagreements in its reports on the financial statements for such year. During the fiscal years ended December 31, 2011 and December 31, 2010, and in the subsequent interim period through March 20, 2013, the date of Hood’s resignation, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. Hood provided the Company with a letter addressed to the SEC confirming Hood’s agreement with the foregoing disclosures. A copy of Hood’s letter, dated March 20, 2013, is included with Form 8-K filed with the SEC on March 26, 2013.

Not applicable to smaller reporting companies.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The following table and biographical summaries set forth information, including principal occupation and business experience, about our directors and executive officers at February 10, 2012:

NAME	AGE	POSITION	OFFICER AND/OR DIRECTOR SINCE
Rondald Wheet	46	Chairman, Chief Executive Officer	March 2005
Thomas M. Beahm (1)	60	Independent Director	October 2007
Burt Hodges	39	Chief Financial Officer	June 2011
Vincent Olmo	45	Chief Operating Officer	April 2011

(1) Thomas M. Beahm is independent as that term is defined under the Nasdaq Marketplace Rules

On March 22, 2013, the Company approved the engagement of GBH CPAs, PC (“GBH”), as the Company’s new independent registered public accounting firm. During the fiscal years ended December 31, 2011 and December 31, 2010, and the subsequent interim period prior to the engagement of GBH, the Company has not consulted GBH regarding (i) the application of accounting principles to any specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements, and either a written report was provided to the registrant or oral advice was provided that the new accountant concluded was an important factor considered by the registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(v)) or a reportable event (as defined in Item 304(a)(1)(v)).

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The following table and biographical summaries set forth information, including principal occupation and business experience, about our directors and executive officers as of the date of this registration statement:

Rondald L. Wheet

Rondald L. Wheet is the Chief Executive Officer and Chairman of the board of directors of Revolutions Medical Corporation ~~and has served in this capacity~~ since March 2005. From 1988-2001, Mr. Wheet ~~has~~worked ~~over 15 years’ experience~~ in the investment banking industry. ~~Working~~being ~~for~~promoted ~~several~~into ~~registered~~key ~~broker~~upper ~~dealers,~~managerial ~~including Scott~~positions ~~and~~during ~~Stringfellow~~his ~~and~~tenure ~~Cohig~~at ~~and Associates, Mr. Wheet was instrumental in the capital campaigns for~~ several ~~small cap companies, particularly in the medical field~~firms. Between January 2002 and March 2005, Mr. Wheet worked as an outside consultant advising numerous ~~micro~~ ~~and small cap~~ companies on capital financing, strategic partnerships, ~~stock~~mergers and acquisitions, market awareness, professional recruiting, and the mechanics of public offerings. He received a Bachelor of Science degree from the University of Towson in Finance and International Business, . Mr. Wheet is dedicated to serve and hehas held or sits on numerous charitable boards and is a past President of the Metropolitan Exchange Club of Charleston, SC. In 2009, he was presented the South Carolina Palmetto Patriot Award.

Thomas M. Beahm

Thomas M. Beahm, MD, FACS, is a member of the board of directors of Revolutions Medical. Dr. Beahm is a ~~practicing~~retired plastic surgeon, who lives in Chattanooga, Tennessee. He is an active member of the American Society of Plastic Surgeons, American College of Surgeons, and American Medical Association, and simultaneously owns and runs his own practice. In addition, he is Secretary of Integrated Voice Systems, which has software in over 130 hospitals~~, and is also serving on the board of Clear Image, Inc~~., ~~a privately held company specializing in proprietary MRI Software and Hardware.~~ Dr. Beahm also has experience directing plastic surgery mission work in various third world countries, coming to the aid of thousands of people in Asia, Africa, and South America. Dr. Beahm received a bachelor’s degree from Pittsburg State University in Pittsburg, KS and a medical doctorate degree from the University of Kansas. ~~Thomas M. Beahm is independent as that term is defined under the Nasdaq Marketplace Rules.~~

~~Burt Hodges~~48

Mr. Hodges is currently the Company’s Chief Financial Officer. In this role, Mr. Hodges has management oversight and responsibility for all financial functions and capital resources of the Company, including corporate finance, project finance, corporate accounting, and reporting and risk management. Prior to joining the Company, from December, 2004 to June, 2011, Mr. Hodges was a partner with Accel Financial Advisors, LLC and Accel Tax and Business Services, LLC (collectively, “Accel”), where he provided tax, financial reporting and management advice to corporate clients and individuals. Prior to joining Accel, from July 2000 to December 2004, Mr. Hodges served as a tax resolution specialist and financial planner at J.K. Harris & Company, a tax resolution and financial advisory firm where he worked with corporate and individual clients performing business valuations and consulting on tax and financial matters. Mr. Hodges received his BBA in Finance from the University of Georgia and his MBA from the Citadel. He is a licensed Certified Public Accountant and a Certified Financial Planner.

Vincent Olmo

Mr. Olmo is currently Chief Operating Officer of the Company. Mr. Olmo combines over five years of experience in information technology and operations senior management, following an eighteen year career as a delivery manager and application architect. Previously, he was involved with several large financial institutions holding various positions, including chief architect and application services executive. From 2001 through 2006, Mr. Olmo was a Chief Architect for EDS, Inc., an information services company. From 2006 to 2007, he was Vice President of Application Delivery for Realogy, Inc., a company managing franchising rights in the real estate industry. From June 2007 to April 2011, he was an Application Services Executive for Hewlett-Packard, Inc., an information services company which focuses on delivering application development and management services for Fortune 500 companies. Mr. Olmo has a Bachelor of Science degree in Electrical Engineering from Fairleigh Dickinson University and an MBA from Rutgers.

Board of Directors

Directors are elected at our annual meeting of shareholders and serve for one year until the next annual meeting of shareholders or until their successors are elected and qualified. We reimburse all directors for their expenses in connection with their activities as directors of the Company.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its shareholders to combine these roles. Rondald L. Wheet has served as our Chief Executive Officer and Chairman since March 2005. Due to the small size and early stage of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions combined.

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

Family Relationships

Mr. Olmo, our former Chief Operating Officer, is the brother-in-law of Mr. Wheet. Other than the previously disclosed relationship, there are no family relationships among our directors, executive officers, or persons nominated or chosen by the Company to become directors or executive officers.

Subsequent Executive Relationships

~~There are no family relationships among our directors and executive officers.~~ No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past five years. No director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past five years. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past five years. No director or officer has been found by a court to have violated a federal or state securities or commodities law during the past five years.

None of our directors or executive officers or their respective immediate family members or affiliates are indebted to us.

Legal Proceedings

None of the members of the board of directors or other executives has been involved in any bankruptcy proceedings, criminal proceedings, any proceeding involving any possibility of enjoining or suspending members of our board of directors or other executives from engaging in any business, securities or banking activities, and have not been found to have violated, nor been accused of having violated, any Federal or State securities or commodities laws.

~~EXECUTIVE~~Legal ~~COMPENSATION~~Proceedings

~~The~~ ~~following~~On ~~summary~~September ~~compensation~~21, ~~table~~2012, ~~sets~~the ~~forth~~Company ~~all~~received ~~compensation awarded~~notification ~~to,~~from ~~earned~~the bySEC that the SEC had filed a civil complaint in Federal District Court in Georgia against the Company, oralleging ~~paid~~that the Company issued four misleading press releases during the period from August 2010 through October 2010 and one misleading press release in July 2011, related to the ~~named~~Company’s ~~executive~~production ~~officers~~schedule ~~paid~~of byits usauto ~~during~~retractable safety syringe. The SEC names the ~~periods~~Company’s ~~ended~~current ~~December~~Chief 31Executive Officer, ~~2011~~Rondald L. Wheet, as a co-defendant. Among other relief, the SEC seeks an order requiring the defendants to disgorge money received from its equity line financing from August 2010 through May 2011, in addition to other civil penalty amounts. The Company and ~~2009~~ its legal team continue to vigorously defend itself and its Chief Executive Officer, Rondald L. Wheet, against the unfounded allegation. On August 15, 2014, the Company and Mr. Wheet filed summary judgment motions for the dismissal of the SEC case with the Federal Court of the Northern District of Georgia.

Name And Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compen- sation ($)		All Other Compen- sation ($)		Total ($)
Rondald L. Wheet	2011	$	225,000	$	40,580	$	0	$	162,100	$	0	$	0	$	427,680
Chief Executive Officer	2010	$	225,000	$	0	$	0	$	0	$	0	$	0	$	225,000
	2009	$	225,000	$	0	$	0	$	0	$	0	$	0	$	225,000
Thomas O’Brien (1)	2011	$	124,970	$	0	$	0	$	0	$	0	$	0	$	124,970
Former President	2010	$	180,000	$	0	$	0	$	0	$	0	$	0	$	180,000
	2009	$	180,000	$	0	$	0	$	0	$	0	$	0	$	180,000
Burt Hodges	2011	$	89,375	$	0	$	0	$	69,163	$	0	$	0	$	158,538
Chief Financial Officer
Vincent Olmo	2011	$	124,625	$	0	$	0	$	117,588	$	0	$	0	$	242,213
Chief Operating Officer

Other than with regard to the matter described above, none of the members of the board of directors or other executives has been involved in any bankruptcy proceedings, criminal proceedings, any proceeding involving any possibility of enjoining or suspending members of our board of directors or other executives from engaging in any business, securities or banking activities, and have not been found to have violated, nor been accused of having violated, any Federal or State securities or commodities laws.

~~(1)~~Compliance ~~Mr.~~with ~~O’Brien~~Section ~~resigned~~16(A) ~~from~~of ~~his~~the ~~position~~Exchange ~~on September 21, 2011.~~Act

2011 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS											STOCK AWARDS
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)		Number of Securities Underlying Unexercised Options (#) Unexercisable (c)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)		Option Expiration Date (f)		Number of Shares or Units of Stock That Have Not Vested (#) (g)		Market Value of Shares or Units of Stock That Have Not Vested ($) (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (j)
Rondald L. Wheet Chief Executive Officer		6,000,000		—		—	$	0.116		12/31/2013		—		—		—		—
Thomas O’Brien (1) Former President		—		—		—		—		12/31/2013		—		—		—		—
Burt Hodges Chief Financial Officer		800,000		—		—	$	0.426		12/31/2013		—		—		—		—
Vincent Olmo Chief Operating Officer		1,000,000		—		—	$	0.40		12/31/2013		—		—		—		—
Thomas M. Beahm Director		1,953,750		—		—	$	0.136		12/31/2013

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(1a) ~~Mr.~~of ~~O’Brien~~the ~~resigned~~Securities ~~from~~Exchange ~~his~~Act ~~position~~of on1934, ~~September~~as 21amended, ~~2011~~the reports required to be filed with respect to transactions in our common stock during the fiscal year ended December 31, 2013, were timely.

Code of Ethics

We do not currently have a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Controller, or persons performing similar functions. Because we have only limited business operations and four officers and directors, we believe a code of ethics would have limited utility. We intend to adopt such a code of ethics as our business operations expand and we have more directors, officers and employees.

EXECUTIVE COMPENSATION

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the years ended December 31, 2013, 2012 and 2011.

Name And Principal Position	Year	Salary ($)(5)(6)		Bonus ($)		Stock Awards ($)		Option Awards ($)(3)		Non-Equity Incentive Plan Compen- sation ($)		All Other Compen- sation ($)		Total ($)
Rondald L. Wheet	2013	$	247,500	$	0	$	0	$	955,936	$	0	$	31,879	$	1,235,315
Chief Executive Officer	2012	$	240,000	$	0	$	0	$	516,107	$	0	$	0	$	756,107
	2011	$	225,000	$	40,580	$	0	$	162,100	$	0	$	0	$	427,680

Thomas O’Brien (1)	2011	$	124,790	$	0	$	0	$	0	$	0	$	0	$	124,790
Former President

Burt Hodges (2)	2013	$	78,348	$	0	$	0	$	49,867	$	0	$	0	$	128,215
Chief Financial Officer	2012	$	168,217	$	0	$	0	$	41,958	$	0	$	0	$	210,175
	2011	$	89,375	$	0	$	0	$	69,163	$	0	$	0	$	158,538

Vincent Olmo (4)	2013		170,940	$	0	$	0		60,896	$	0	$	0	$	231,836
Chief Operating Officer	2012	$	168,580	$	0	$	0	$	118,458	$	0	$	0	$	287,038
	2011	$	124,625	$	0	$	0	$	117,588	$	0	$	0	$	242,213

	(1)	Mr. O’Brien resigned from his position on September 21, 2011.
	(2)	Mr. Hodges resigned from his position on June 15, 2013.
	(3)	The value of options was based on Black-Scholes Model. See notes to the financial statements.
	(4)	Mr. Olmo resigned from his position on June 24, 2014.
	(5)	The table below sets forth the amount of salary earned in 2012 forgone at the election of the executive listed under which stock compensation instead was received by each executive in 2013:

Salary

Forgone

Stock

Awards(#)

Rondald Wheet

32,055

320,550

Burt Hodges

31,390

313,900

(6)

Of the $78,348 earned by Mr. Hodges in 2013, he elected to receive stock compensation in the amount of $22,831 from the issuance of common stock by the Company in lieu of cash. A total of 456,620 shares were issued to him on August 28, 2013.

2013 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS (1)										STOCK AWARDS
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)		Number of Securities Underlying Unexercised Options (#) Unexercisable (c)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)		Option Expiration Date (f)	Number of Shares or Units of Stock That Have Not Vested (#) (g)		Market Value of Shares or Units of Stock That Have Not Vested ($) (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (j)
Rondald L. Wheet Chief Executive Officer		5,000,000		—		—	$	0.08	5/15/2014		—		—		—		—

Vincent Olmo Former Chief Operating Officer		500,000		—		—	$	0.50	4/1/2014		—		—		—		—

(1)

5,000,000 options granted to Rondald Wheet in 2007 at $0.08 expired on May 15, 2014 and 500,000 options issued to Vincent Olmo at an exercise price of $0.50 expired on April 1, 2014. On May 28, 2014, the Company issued an additional 11,500,000 options at an exercise price of $0.01. The options were granted to the following individuals: (1) 7,000,000 options to Rondald Wheet, our Chief Executive Officer and Director, (2) 2,000,000 options to Thomas Beahm, a director of the Company, (3) 1,000,000 options to Vincent Olmo, our former Chief Operating Officer, (4) 1,000,000 to Stephen Wheet,our Director of Sales; and (5) 500,000 to Bryon Scott Key.

DIRECTOR COMPENSATION

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named directors by us during the years ended December 31, ~~2011~~2013, ~~2010~~2012 and ~~2009~~2011.

Name and Principal Position		Year			Salary ($)			Bonus ($)			Stock Awards ($)			Option Awards ($)			Non-Equity Incentive Plan Compensation ($)			All Other Compensation ($)			Total ($)
Name and Principal Position (a)	Year (b)		Salary ($) (b)			Bonus ($) (b)			Stock Awards ($) (b)			Option Awards ($) (b)			Non-Equity Incentive Plan Compensation ($) (b)			All Other Compensation ($) (b)			Total ($) (b)
(a)		(b)			(b)			(b)			(b)			(b)			(b)			(b)			(b)
Rondald L. Wheet	2013		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Rondald L. Wheet			2011		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Director	2012		$	-		$	-		$	-		$	153,000		$	-		$	-		$	153,000
Director			2010		$	0		$	0		$	0		$	0		$	0		$	0		$	0
	2011		$	-		$	-		$	-		$	-		$	-		$	-		$	-
			2009		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Thomas M. Beahm	2013		$	-		$	-		$	130,838		$	-		$	-		$	-		$	130,838
Thomas M. Beahm			2011		$	0		$	0		$	0		$	81,050		$	0		$	0		$	81,050
Director	2012		$	-		$	-		$	-		$	153,000		$	-		$	-		$	153,000
Director			2010		$	0		$	0		$	0		$	0		$	0		$	0		$	0
	2011		$	-		$	-		$	-		$	-		$	-		$	-		$	-
			2009		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Thomas O’Brien (1)			2011		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Former Director			2010		$	0		$	0		$	0		$	0		$	0		$	0		$	0
			2009		$	0		$	0		$	0		$	0		$	0		$	0		$	0

~~(1)~~ Mr. ~~O’Brien~~Beahm ~~resigned~~received ~~from~~1,453,750 ~~his~~common ~~position~~shares ~~as a member~~ of the ~~board~~Company ~~of directors~~ on ~~September~~February 218, ~~2011~~2013.

Employment Agreements

Employment Agreement with Rondald L. Wheet, Chief Executive Officer

Effective ~~March~~May 3115, ~~2008~~2012, the Company and Mr. Wheet, our ~~CEO~~Chief Executive Officer, entered into a ~~three~~two (32) year employment agreement., ~~The~~which ~~agreement~~ provides for an annual salary of $~~225~~247,~~000~~500. Under ~~He is~~such ~~responsible~~agreement, ~~for~~Mr. ~~the~~Wheet ~~Company’s~~shall ~~substantive~~administer, supervise, manage and ~~financial~~control ~~reporting~~the ~~requirements~~business development of the ~~Securities~~Company, ~~Exchange~~including ~~Act~~the ofresearch, ~~1934~~development, as ~~amended~~manufacture, marketing and issales ~~specifically~~of ~~allowed~~its tocurrent ~~hire~~products and any ~~and~~future ~~all~~products ~~professionals~~that ~~necessary~~may be added to ~~assist~~the ~~that~~Company's ~~process~~business. The Company will provide him with all reasonable and customary fringe benefits, including, but not limited to, participation in pension plans, profit sharing plans, employee stock ownership plans, stock option plans (whether statutory or not), stock appreciation rights plans, hospitalization, medical dental disability and life insurance, car allowance, vacation and sick leave. The Company will reimburse of all his reasonable and necessary travel, entertainment or other related expenses incurred by him in carrying out his duties and responsibilities under the agreement. The Company will also provide him with a cell phone, suitable office space, and membership dues in professional organizations and for any seminars and conferences related to Company business. This employment agreement has been extended on a month-to-month periodic basis and both parties agreed to operate in good faith to work under this extension until a new employment agreement can be consummated.

Mr. Wheet may elect, by written notice to the Company, to terminate his employment with continued pay through the employment agreement term if (i) the Company sells all of its assets, (ii) the Company merges with another business entity with a change in control,(iii) more than 50% of the outstanding stock is acquired by a third party, (iv) the Company requires Mr. Wheet to relocate or assigns duties not commensurate with his position as CEO, (v) Mr. Wheet is removed from the Board of Directors and (vi) the Company defaults in making payments required to Mr. Wheet under this agreement. For two years following his resignation or termination, Mr. Wheet will not work for or provide any services in any capacity to any competitor and will not solicit any of the Company’s customers or accounts.53

~~Employment~~Mr. ~~Agreement~~Wheet may elect, by written notice to the Company, to terminate his employment with ~~Burt~~continued ~~Hodges~~pay through the employment agreement term if (i) the Company sells all of its assets, (ii) the Company merges with another business entity with a change in control,(iii) more than 50% of the outstanding stock is acquired by a third party, (iv) the Company requires Mr. Wheet to relocate or assigns duties not commensurate with his position as Chief ~~Financial~~ Executive Officer, (v) Mr. Wheet is removed from the Board of Directors or (vi) the Company defaults in making payments required to Mr. Wheet under this employment agreement. During the term of his employment, Mr. Wheet will not work for or provide any services in any capacity to any competitor and, during the term of his employment and for two years following termination of his employment, Mr. Wheet will not solicit any of the Company’s employees, consultants, customers, vendors or accounts.

~~Pursuant~~ ~~to the~~ Employment Agreement, ~~Mr.~~with ~~Hodges is~~Vincent ~~to receive as compensation (i) $165~~Olmo,~~000~~former inChief ~~base~~Operating ~~salary;~~Officer ~~(ii) stock options to purchase 500,000 shares of the Company’s common stock at an exercise price of $0.50 per share; and (iii) other benefits consistent with other executive officers of the Company.~~

51 Effective April 11, 2011, the Company and Mr. Olmo, our Chief Operating Officer, entered into a three (3) year employment agreement. The agreement provides for an annual salary of $165,000 modified with a cost of living adjustment annually. He is responsible for all daily operating and production activities of the Company. The Company will provide him with all reasonable and customary fringe benefits, including, but not limited to, participation in pension plans, profit sharing plans, employee stock ownership plans, stock option plans (whether statutory or not), stock appreciation rights plans, hospitalization, medical dental disability and life insurance, car allowance, vacation and sick leave. The Company will reimburse all of his reasonable and necessary travel, entertainment or other related expenses incurred by him in carrying out his duties and responsibilities under the agreement. The Company will also provide him with a cell phone, suitable office space, and membership dues in professional organizations and for any seminars and conferences related to Company business. Mr. Olmo resigned on June 24, 2014.

~~Employment~~Mr. ~~Agreement~~Olmo may elect, by written notice to the Company, to terminate his employment with ~~Vincent~~continued ~~Olmo~~pay through the employment agreement term if (i) the Company sells all or substantially all of its assets, (ii) the Company merges with another business entity with a change in control,(iii) more than 50% of the outstanding stock is acquired by a third party, (iv) the Company requires Mr. Olmo to relocate or assigns duties not commensurate with his position as the Chief Operating Officer and (v) the Company defaults in making payments required to Mr. Olmo under this agreement. For two years following his resignation or termination, Mr. Olmo will not work for or provide any services in any capacity to any competitor and will not solicit any of the Company’s customers or accounts.

~~Pursuant to the~~ Employment Agreement, ~~Mr.~~with ~~Hodges is~~Burton ~~to receive as compensation (i) $165~~Hodges,~~000~~ inFormer ~~base~~Chief ~~salary;~~Financial ~~(ii) stock options to purchase 500,000 shares of the Company’s common stock at an exercise price of $0.50 per share; and (iii) other benefits consistent with other executive officers of the Company.~~Officer

Effective June 1, 2011, the Company and Mr. Hodges, entered into a three (3) year employment agreement, for Mr. Hodges to serve as Chief Financial Officer. Mr. Hodges resigned effective June 15, 2013.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of ~~February 10,~~the ~~2012~~date of this registration statement, the number of shares of our common stock owned by (i) each person who is known by us to own of record or beneficially five percent (5%) or more of our outstanding shares, (ii) each of our directors, (iii) each of our executive officers and (iv) all of our directors and executive officers as a group. Unless otherwise indicated, each of the persons listed below has sole voting and investment power with respect to the shares of our common stock beneficially owned.

Name and Address (1)	Beneficial Relationship to Company		Outstanding Common Stock				Percentage of Ownership of Common Stock (3)
Name and Address of Beneficial Owner (1)		Number of Shares Beneficially Owned (#)				Percent of Outstanding Shares (2) (%)				Percent of Voting Rights (2)(%)
Rondald L. Wheet	Chief Executive Officer, Chairman			4,312,000				7.68	%(2)
Named Executive Officers and Directors:
Dr. Thomas Beahm	Director			2,169,599				3.87	%
Rondald L. Wheet Chief Executive Officer and Chairman (3)			12,228,250				8.13	%			46.92	%
Burt Hodges	Chief Financial Officer			20,000	(4)			*	%
Dr. Thomas Beahm, Director (4)			3,599,125				2.39	%			1.31	%
Vincent Olmo	Chief Operating Officer			5,000	(5)			*	%
Executive Officers and Directors as a group (2 persons)			15,827,375				10.52	%			48.23	%
Thomas O’Brien				3,645,625				5.60	%(2)
Officers and Directors (4 persons)	-			6,506,599				11.60	%

* less than 1%

	(1)	Unless otherwise indicated, the address of each beneficial owner listed above is c/o Rondald L. Wheet, Revolutions Medical Corporation, 1124 Park West Blvd. Suite #102, Mount Pleasant, SC 29466 .
	(2)	Based on 150,426,703 shares outstanding as of August 29, 2014.
	(3)	Mr. Wheet beneficially owns shares of Common Stock, which includes 4,228,250 shares of common stock and 7,000,000 options to purchase 7,000,000 shares of common stock at a price of $0.01 per share. Mr. Wheet also owns 1,000,000 shares of Preferred Stock, which are convertible into 1,000,000 shares of common stock and give him the right to vote 125 common shares for each share of Preferred Stock.
	(4)	This total includes 2,000,000 options to purchase 2,000,000 shares of the Company’s common stock at a price of $0.01 per share.

(1) Unless otherwise indicated, the address of each beneficial owner listed above is c/o Rondald L. Wheet, Revolutions Medical Corporation, 670 Marina Drive, 3rd Floor, Charleston, SC 29492.

(2) This percentage does not include shares of Preferred Stock or options to purchase shares of common stock.

(3) Based on 56,110,691 shares outstanding as of February 10, 2012.

(4) This total does not include options to purchase 800,000 shares of the Company’s common stock.

(5) This total does not include options to purchase 1,000,000 shares of the Company’s common stock.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS

AND CERTAIN CONTROL PERSONS

~~During~~The ~~the~~Company ~~year~~incurred ~~ended~~$146,377 ~~December~~(including ~~31,~~late ~~2010~~fees of $26,377) ~~there were~~and no$120,000 ~~related~~in ~~transactions~~office ~~required~~rent to beOsprey ~~reported~~South, ~~under~~LLC ~~Item~~in ~~404~~2013 and 2012, respectively. The Company’s CEO and Chairman of ~~Regulation~~the ~~S-K~~Board, Rondald Wheet is the sole member of Osprey South, LLC. The contract is a triple net lease with terms based upon market rates for Class A office space at the time of the lease signing. The monthly rent under such lease is $10,000.

52 On May 28, 2014, the Company issued a total of 11,500,000 options with an exercise price of $0.01, and an expiration date of June 30, 2015. The options were granted to the following individuals: (1) 7,000,000 options to Rondald Wheet, our Chief Executive Officer and Director, (2) 2,000,000 options to Thomas Beahm, a director of the Company, (3) 1,000,000 options to Vincent Olmo, our former Chief Operating Officer, (4) 1,000,000 to Stephen Wheet,our Director of Sales; and (5) 500,000 to Bryon Scott Key. Prior to the issuance, 5,000,000 options held by Mr. Wheet and 500,000 options held by Mr. Olmo had expired.

MATERIAL CHANGES

We have had no material changes to our business.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

OF SECURITIES ACT LIABILITIES

Our directors and officers are indemnified as provided by the Nevada corporate law and our bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We have been advised that in the opinion of the SEC indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

53LEGAL MATTERS

The validity of the issuance of the common stock hereby will be passed upon for us by Szaferman Lakind Blumstein & Blader, PC, Lawrenceville, New Jersey.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement, of which this Prospectus is a part, with the SEC under the Securities Act with respect to our common stock. This Prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, parts of which are omitted as permitted by the rules and regulations of the SEC. Statements contained in this Prospectus as to the contents of any contract or other document are not necessarily complete. For further information pertaining to us and our common stock, we refer you to our registration statement and the exhibits thereto, copies of which may be inspected without charge at the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Information concerning the operation of the SEC’s Public Reference Room is available by calling the SEC at 1-800-SEC-0330. Copies of all or any part of the registration statement may be obtained at prescribed rates from the SEC. The SEC also makes our filings available to the public on its Internet site (http://www.sec.gov). Quotations relating to our common stock appear on the OTC Markets, and such reports, proxy statements and other information concerning us can also be inspected at the offices of the National Association of Securities Dealers, Inc., 1735 K Street N.W., Washington, D.C. 20006.

We file annual, quarterly and special reports, proxy statements and other information with the SEC. Such periodic reports, proxy and information statements and other information are available for inspection and copying at the public reference facilities and Internet site of the SEC referred to above.

REVOLUTIONS MEDICAL CORPORATION

(ABALANCE ~~Development Stage Company)~~SHEETS

BALANCE SHEET

AS OF SEPTEMBER 30, 2011 AND DECEMBER 31, 2010

(Unaudited)

	September 30,			December 31,
	June 30, 2014			December 31, 2013
	2011			2010
	(unaudited)
ASSETS
CURRENT ASSETS:
Current Assets:
Cash and cash equivalents	$	216,~~805~~888		$	~~69,517~~932
Due from shareholder		27,500			25,000
Inventories		279,813			278,564
Prepaid expenses		191,860			278,757
Prepaid expenses and other current assets		6,318			2,932
Total current assets		~~222~~303,~~165~~019			~~373~~282,~~274~~428
Property and equipment, net		~~965~~228,~~322~~056			~~812~~270,~~478~~189
Goodwill		23,276			23,276
Intangibles		139,234			133,517
Licensing Agreement		15,000			-
Total assets	$	670,309		$	686,134
Patent Development		29,000			25,000
TOTAL ASSETS	$	1,254,763		$	1,234,028
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Current liabilities:
Accounts payable and accrued liabilities	$	~~300~~2,~~117~~205,589		$	~~384~~1,~~983~~867,192
Credit cards		25,716			14,168
Payable to Yeso-med		4,187,989			3,247,095
Accrued salaries		120,000			246,225
Accounts payable and accrued liabilities, related parties		107,502			132,407
Accrued interest payable		44,657			1,322
Unearned revenue		68,447			73,495
Convertible promissory notes, net of discounts of $338,447 and 91,818, respectively		94,224			33,182
Payable for indemnification		1,376,084			1,376,084
Embedded conversion option liabilities		527,538			160,659
Convertible notes, net of discounts		482,290			494,708
Note Payable Gifford Mabie		803,280			740,569
Convertible notes, related parties, net of discounts		75,000			75,000
Total current liabilities		1,915,532			1,581,108
Derivative liability, note conversion feature		483,535			658,453
Total liabilities		18,~~915~~986,~~532~~436			17,~~581~~924,~~108~~434
STOCKHOLDERS' DEFICIT:
Commitments and contingencies
Preferred stock, $0.001 par value, 5,000,000 shares authorized; 1,000,000 shares issued and outstanding		1,000			1,500
Stockholders' deficit:
Common stock, $0.001 par value, 250,000,000 shares authorized; 51,336,994 and 42,869,909 shares issued and outstanding at 9/30/11 and 12/31/10, respectively		51,337			42,870
Series 2006 Preferred stock, $0.001 par value, 5,000,000 shares authorized; 1,000,000 shares issued and outstanding		1,000			1,000
Treasury Stock		-			(969	)
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		2737,~~680~~870,~~935~~162			2537,~~061~~087,~~270~~921
Accumulated deficit		(28,394,040	)		(25,451,751	)
Subscriptions receivable		(71,000	)		(71,000	)
Total stockholders' deficit		(660,768	)		(347,080	)
Accumulated deficit		(46,266,715	)		(44,363,260	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,254,763		$	1,234,028
Total stockholders' deficit		(8,316,127	)		(7,238,300	)
Total liabilities and stockholders' deficit	$	670,309		$	686,134

The accompanying notes are an integral part of ~~these~~the ~~consolidated~~ financial statements.

F-1

REVOLUTIONS MEDICAL CORPORATION

(A Development Stage Company)

STATEMENTS OF OPERATIONS

~~FROM INCEPTION~~ (~~AUGUST 16, 1996~~Unaudited) ~~THROUGH SEPTEMBER 30, 2011~~

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

	Three Months Ended						Six Months Ended
	June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013
Revenue	$	-		$	1,791		$	5,048		$	3,091

Cost of revenue		-			728			-			1,302
Loss on firm purchase commitment		480,914			491,938			940,894			976,029
Cost of goods sold		480,914			492,666			940,894			977,331
Gross loss		(480,914	)		(490,875	)		(935,846	)		(974,240	)
Operating expenses:
Depreciation and amortization		23,664			23,762			44,053			47,938
General and administrative expenses		311,259			576,856			742,889			1,663,610
Total operating expenses		334,923			600,618			786,942			1,711,548
Operating loss		(815,837	)		(1,091,493	)		(1,722,788	)		(2,685,788	)
Other income (expense):
Interest expense		(261,432	)		(149,314	)		(519,972	)		(266,684	)
Loss on extinguishment of debt		-			(33,013	)		-			(39,263	)
Gain (loss) on change in fair value of derivative liabilities		(19,426	)		(202,794	)		216,605			(129,898	)
Other income (expense), net		122,700			-			122,700			(753	)
Total other income (expense)		(158,158	)		(385,121	)		(180,667	)		(436,598	)
Net loss	$	(973,995	)	$	(1,476,614	)	$	(1,903,455	)	$	(3,122,386	)

Net loss per common share - basic and diluted	$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.04	)
Weighted average common shares outstanding - basic and diluted		120,025,225			88,631,947			118,874,779			82,079,462

~~(UNAUDITED)~~The accompanying notes are an integral part of the financial statements.

	Three months ended						Nine months ended						August 16, 1996
	September 30,						September 30,						(Inception) through
													September 30,
	2011			2010			2011			2010			2011
OPERATING EXPENSES
General and administrative expenses	$	564,910		$	528,814		$	2,260,713		$	730,199		$	21,704,929
Depreciation		1,625			1,534			4,778			4,514			55,996
Research and development		-			-			111,832			-			6,264,753
Total Operating Expenses		566,535			530,348			2,377,323			734,713			28,025,678
LOSS FROM OPERATIONS		(566,535	)		(530,348	)		(2,377,323	)		(734,713	)		(28,025,678	)
OTHER INCOME (EXPENSES)
Interest income		-			-			10			-			17,286
Interest expense		(130,295	)		(65,712	)		(321,123	)		(121,900	)		(606,235	)
Gain on disposal of assets		-			-			-			-			794
Loss on extinguishment of debt		-			-			-			-			(152,914	)
Adjustments to fair value of derivatives		1,439			(10,942	)		(79,092	)		10,239			(16,042	)
Other income (expenses)		-			-			-			-			205,327
Total Other Income (Expenses), net		(128,856	)		(76,654	)		(400,205	)		(111,661	)		(551,784	)
LOSS BEFORE MINORITY INTEREST		(695,391	)		(607,002	)		(2,777,528	)		(846,374	)		(28,577,462	)
Minority interest in Subsidiary Loss		-			-			-			-			(183,422	)
NET LOSS		(695,391	)		(607,002	)		(2,777,528	)		(846,374	)		(28,394,040	)
Net loss per shares-basic and diluted		(0.01	)		(0.02	)		(0.06	)		(0.02	)		(0.75	)
Weighted average number of shares
outstanding during the period
- basic and diluted		47,739,213			36,024,559			47,739,213			36,024,559			37,646,529

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

REVOLUTIONS MEDICAL CORPORATION

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

FROM INCEPTION (AUGUST 16, 1996) THROUGH SEPTEMBER 30, 2011 AND

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

	From Inception (August 16, 1996) Through September 30, 2011			Nine Months Ended September 30
				2011			2010
OPERATING ACTIVITIES
Loss from operations before minority interest	$	(28,394,040	)	$	(2,777,528	)	$	(846,374	)
Plus non-cash charges to earnings
Stock compensation expense		2,018,280			—			—
Depreciation and amortization		87,745			4,778			4,515
Purchase R&D - Clear Image		3,309,514			—			—
Common stock issued for services		5,598,222			355,850			—
Preferred stock issued for services		270,000			—			—
Expenses paid by third parties		57,134			—			—
Contribution of services by officer and employees		799,154			—			—
Services by officer and employees paid for with non-cash consideration		167,500			—			—
Compensation cost for option price reduction		50,000			—			—
Amortization of compensation cost for options granted to non-employees and common stock issued for services		1,775,577			—			—
Allowance for doubtful accounts		50,900			—			—
Gain on extinguishment of debt		(10,398	)		—			—
Write-off of Notes Receivable		14,636			---			—
Write-off of Notes Payable		(8,239	)		—			—
Write-off of organizational costs		3,196			—			—
Write-off of zero value investments		785,418			—			—
Write-off of leasehold improvements and computer equipment		2,006			—			—
Compensation costs for stock options and warrants granted to non-employees		1,205,015			—			—
Change in working capital accounts:
(Increase) decrease in receivables from related parties		(94,105	)		—			—
Increase in other assets		91,291			86,896			1,800
(Increase) decrease in goodwill		(23,276	)		—			—
(Increase) decrease in other receivables		(457,266	)		—			—
Increase (decrease) in accrued salaries and consulting		(21,172	)					(70,542	)
Increase (decrease) in accrued interest		185,834			43,334			7,166
Increase (decrease) in accounts payable and accrued liabilities		2,276,337			(139,332	)		—
Total operating activities		(10,534,513	)		(2,426,002	)		(903,435	)
INVESTING ACTIVITIES
Purchase of equipment and furnishings		(1,046,723	)		(157,621	)		(230,376	)
Investment in patent development		(54,000	)		(19,000	)		—
Investment in Ives Health Company		(251,997	)		—			—
Investment in The Health Club		(10,000	)		—			—
Total investing activities		(1,362,720	)		(176,621	)		(230,376	)
FINANCING ACTIVITIES
Loans from shareholders		15,707			—			—
Repayment of loans from shareholders		(8,005	)		—			—
Repayments of Promissory Notes		57,325			—			—
Common stock subscribed		546,500						—
Sale of preferred stock for cash:		(1,000	)		—			—
Sale of common stock for cash:
To third-party investors (prior to merger)		574,477			—
To third-party investors		5,743,214			202,571			492,172
From exercise of stock options and warrants		3,783,988			1,465,820			358,386
Common stock issued for payment of debt		805,764			427,921
Less: Issue Costs		(102,318	)		—			—
Derivative Liability								164,761
Debt Discount								-60,267
Convertible debentures issued for cash		782,921			439,598			169,500
Payment of exclusive license note payable		(100,000	)		—			—
Treasury stock		(969	)
Total financing activities		12,097,604			2,535,910			1,124,552
Minority interest		(197,567	)		—
Change in cash		2,804			(66,713	)		(9,259	)
Cash at beginning of period		—			69,517			67,228
Cash at end of period	$	2,804		$	2,804		$	57,969

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

REVOLUTIONS MEDICAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2011

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

Revolutions Medical Corporation, a Nevada corporation (“the Company”), has been endeavoring 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, 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 MRI software tools; RevColor, Rev3D, RevDisplay, and RevScan. These tools are designed to enhance general diagnostic confidence through education and research use and in the future we believe will have specific commercial applications.

Development Stage Company

From its inception in 1996, the Company has been considered a development stage enterprise for financial reporting purposes as significant efforts have been devoted to raising capital and to research and development of various safety syringes and its proprietary MRI software tools.

Cash and Cash 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.

Generally Accepted Accounting Principles

On July 1, 2009, the Financial Accounting Standards Board (“FASB”) released its Accounting Standards Codification (“ASC”). The ASC became effective for interim or annual financial statements issued after September 15, 2009. The ASC is the single source of generally accepted accounting principles.

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, “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.

Segment Information

The Company follows the guidance in ASC 280, “Segment Reporting”. The Company identifies its operating segments based on business activities, management responsibility and geographical location. During the period covered by these financial statements, the Company operated in a single business segment engaged in developing selected healthcare products.

Earnings (Loss) per Share

The Company computes net income per share in accordance with ASC 260, “Earnings per Share”. Under these provisions, basic net income (loss) per share is calculated by dividing net income (loss) available to common stockholders for the period by the weighted average shares of common stock of the Company outstanding during the period. Diluted net income per 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 share of common stock assumes the dilutive effect of stock options and warrants outstanding. During a loss period, the assumed exercise of outstanding stock options and warrants has an anti-dilutive effect. Therefore, the outstanding stock options were not included in the September 30, 2011, and December 31, 2010, calculations of loss per share.

Use of Estimates

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

Reclassifications

Certain reclassifications may have been made to the prior year financial statements to conform to the current period presentation.

Valuation of Derivative Instruments

ASC 815-40 (formerly SFAS No. 133 “Accounting for derivative instruments and hedging activities”), requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with ASC 815-40-15 (formerly EITF 00-19 “Accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock”) to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. At September 30, 2011, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its statement of operations.

Fair Value Measurements

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, as defined by ASC 820-10, are 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 September 30, 2011, for assets and liabilities measured at fair value on a recurring basis:

	Level 1		Level 2		Level 3			Total
Cash and cash equivalents	$	2,804	$	—	$	—		$	2,804
Derivative liability	$	—	$	—	$	(527,537	)	$	(527,537	)

Derivative liability was valued under the Black-Scholes model with the following assumptions:

Risk free interest rate	0.10% to 0.19 %
Expected life	0 to 3 years
Dividend Yield		0%
Volatility	0% to 186 %

REVOLUTIONS MEDICAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2011

The following is a reconciliation of the derivative liability:

Value at December 31, 2010	$	160,659
Issuance of instruments	$	730,399
Decrease in Value	$	(70,034	)
Reclassification	$	(293,486	)
Value at September 30, 2011	$	527,538

Notes and Loans Payable

At September 30, 2011 and December 31, 2010, notes and loans payable consisted of:

	September 30, 2011			December 31, 2010
Convertible Promissory Note Payable to JMJ Financial, secured by the Company’s assets, one time interest charge of 8%, due February 22, 2014	$	272,671		$	—
Convertible Promissory Note Payable to Asher Enterprises secured by the Company’s assets, interest rate of 8.0% per annum, with payment due on or before July 21, 2011		—			125,000
Convertible Promissory Note Payable to Asher Enterprises secured by the Company’s assets, interest rate of 8.0% per annum, with payment due on or before February 29, 2012		75,000			—
Convertible Promissory Note Payable to Asher Enterprises secured by the Company’s assets, interest rate of 8.0% per annum, with payment due on or before March 29, 2012		40,000			—
Convertible Promissory Note Payable to Asher Enterprises secured by the Company’s assets, interest rate of 8.0% per annum, with payment due on or before June 1, 2012		45,000			—
Total		432,671			125,000
Less: Unamortized Discount		(338,447	)		(91,818	)
	$	94,224		$	33,182

Commitments and Contingencies

JMJ Financial

On February 22, 2011, the Company issued a $1,050,000 Convertible Promissory Note to JMJ Financial, Inc. (“JMJ”), a private investor. The note bears interest in the form of a onetime interest charge of 8%, payable with the note’s principle amount on the maturity date, February 22, 2014. All or a portion of this note’s principle and interest is convertible at the option of JMJ from time to time, into shares of the Company’s common stock, originally fixed at a per share conversion price equal to 70% of the average of the 3 lowest closing prices for the Company’s common stock in the 20 trading days previous to the effective date of each such conversion.

On February 28, 2011, the Company issued a $500,000 Convertible Promissory Note to JMJ. The note bears interest in the form of a onetime interest charge of 8%, payable with the note’s principle amount on the maturity date, February 28, 2014. All or a portion of this note’s principle and interest is convertible at the option of JMJ from time to time, into shares of the Company’s common stock, originally fixed at a per share conversion price equal to 70% of the average of the 3 lowest closing prices for the Company’s common stock in the 20 trading days previous to the effective date of each such conversion. The principal amount owed to JMJ at September 30, 2011, is $272,671 from the $1,050,000 Convertible Promissory Note. No amount is owed to JMJ from the $500,000 Convertible Promissory Note.

REVOLUTIONS MEDICAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2011

Asher Enterprises, Inc.

During the three months ended September 30, 2011, Asher Enterprises, Inc. (“Asher”) elected to convert $160,000 in convertible debt agreements into common stock. The conversion price was based upon 55% of the 3 lowest closing bid prices in the previous 10 days to conversion.

The Company entered into two securities purchase agreements in the third quarter of 2011 with Asher, pursuant to which the Company issued two convertible promissory notes to Asher for an original principal amount of $40,000 on July 26, 2011 and $45,000 on September 1, 2011, respectively, in return for aggregate gross cash proceeds of $85,000. The notes bear interest at a rate of 8% per annum and provide for the payment of all principal and interest 9 months from the date of the notes’ respective issuance. The principal amount owed to Asher at September 30, 2011, is $160,000. This includes the two notes issued for $40,000 and $45,000 in the third quarter of 2011 and the note from May 23, 2011 for $75, 000. The notes are convertible at the election of Asher into that number of shares of the Company’s common stock determined by multiplying 55% by the average of the lowest three closing bid prices of the Company’s common stock on the OTC Markets OTCQB during the 10 business days immediately preceding the date of conversion, subject to adjustment.

On September 6, 2011, the Company terminated that certain Manufacturing Agreement, dated September 17, 2010, by and between Medical Investment Group Inc. (“MIG”) and the Company (the “MIG Agreement”). Pursuant to the MIG Agreement, 1,500,000 warrants were issued to Rich Theriault with exercise prices ranging from $0.75-$5.00 and expiration dates ranging from December 31, 2011 to December 31, 2012. In connection with the termination of the MIG Agreement, the warrants are now in dispute.

On September 21, 2011, our former President, Thomas O’Brien, voluntarily returned and cancelled (i) 3,500,000 options exercisable at $0.55 and (ii) 500,000 shares of Series 2009 Preferred Stock. These options and shares have since become in dispute.

Debt Discount

In connection with the $160,000 outstanding from Asher pursuant to short-term notes issued on October 19, 2010, January 26, 2011, May 23, 2011, July 26, 2011 and September 1, 2011, we recorded interest expense to amortize the debt discount in the amount of $53,855 during the quarter ended September 30, 2011.

In connection with the sale of a Convertible Promissory Note Agreement on February 28, 2011, with JMJ, relating to a private placement of a total of up to $500,000 in principal amount, we recorded interest expense to amortize the debt discount in the amount of $93,952 during the quarter ended September 30, 2011. This amount is based upon $355,000 we received in three tranches from this agreement.

There remains a total of $338,447 of debt discount yet to be amortized as of September 30, 2011.

Gifford Mabie Settlement

On April 8, 2008, the Company entered into a Memorandum of Understanding with its former Chief Executive Officer to settle an outstanding obligation through the issuance of its common stock on a quarterly basis commencing May 8, 2008, for one year. The value of the issuance of the common stock will be determined by the market value of the ten day average price at the time of each quarterly issuance of common stock. During 2008, the Company issued 271,491 shares at a total value of $133,030 to partially repay this debt.

In 2010, the Company determined the final liability balance upon the complete liquidation of Mr. Mabie’s account and issued 400,000 shares of the Company’s common stock as additional repayment for this debt. The balance for this settlement debt as ofSeptember 30, 2011 is $798,144.

The agreement reached with the SEC on behalf of Gifford Mabie specifies that the Company is to periodically issue shares to the special account for Gifford Mabie in order that 2,500 shares can be sold each day the market is open until the liability is satisfied. When the 400,000 shares were placed in the special account on December 14, 2010, to be sold over the course of the next 160 days the market was open, an estimated value for these shares was determined based upon the 10 day average share price following the date of issuance. As of December 31, 2010, the remaining debt to be paid was $740,568.80 based upon this valuation. As of September 30, 2011, an adjustment has been made based upon a revised valuation of the shares in the account. The debt liability as of September 30, 2011, is $803,280.

Share Based Compensation

The Company relies on the guidance provided by ASC 718, (“Share Based Payments”). ASC 718 requires companies to expense the value of employee stock options and similar awards and applies to all outstanding and vested stock-based awards.

In computing the impact, the fair value of each option is estimated on the date of grant based on the Black-Scholes options-pricing model utilizing certain assumptions for a risk free interest rate; volatility, and expected remaining lives of the awards. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future.

The fair value concepts were not changed significantly in ASC 718; however, in adopting this Standard, companies were given the option to choose among alternative valuation models and amortization assumptions. We elected to continue to use the Black-Scholes option pricing model and expense the options as compensation over the requisite service period of the grant. We will reconsider use of the Black-Scholes model if additional information becomes available in the future that indicates another model would be more appropriate, or if grants issued in future periods have characteristics that cannot be reasonably estimated using this model.

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.

On April 1, 2011, the Company awarded a total of 500,000 options to purchase common shares at $0.50 cents to Vincent Olmo, the newly hired Chief Operating Officer of the Company.

On April 27, 2011, Thomas O’Brien, our former President, exercised 2,000,000 options awarded to him at $0.08. The Company provided $160,000 for Mr. O’Brien to exercise these options. Of this $160,000 provided by the Company, $126,225 eliminated the accrued salary owed to Mr. O’Brien from his time with Clear Image. The remaining $33,775 was treated as compensation.

On June 15, 2011, the Company awarded a total of 500,000 options to purchase common shares at $0.50 cents to Burton Hodges, the newly hired Chief Financial Officer of the Company.

On September 21, 2011, our former President, Thomas O’Brien, voluntarily returned and cancelled 3,500,000 options exercisable at $0.55 cents to the Companys' treasury upon his resignation.

Consulting Agreements

Periodically, the Company issues consulting agreements to individuals who are obligated under the terms of the agreement, to market the Rev Vac safety syringe 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 vetted to the best of the Company’s abilities through due diligence reviews before the Company enters into any agreements. The purpose of these reviews is to determine a consultant’s ability to market the product for the Company.

The fair value of all stock compensation issued is determined by calculating the difference between the option exercise price and the closing price at the day of the option grant. Because the options were issued under a limited window for exercise (10 days), with very little expected volatility, no dividend yield and a negligible effect from interest, the value of the option based compensation was recorded as the difference between option exercise price and the closing share price upon the date of the grant. A valuation of these options was performed using the Black-Scholes model and due to the limited exercise window, the value under this method is the same as the difference between option exercise price and the closing price at the day of the option grant.

REVOLUTIONS MEDICAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2011

Long-Lived Assets

Property, plant 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.

Intangible assets include patents and trademarks, which are valued at acquisition through independent appraisals. Debt issuance costs are amortized over the terms of the various agreements. Patents and trademarks are amortized on a straight-line basis over periods varying from 7 to 40 years.

In 2007, the Company acquired a 62.2% interest in Clear Image, Inc. (“Clear Image”). Clear Image was a privately held company and was conducting research and development on Color MRI Technology. Clear Image was not able to secure the funding needed to keep this research and development going into the future. Clear Image had expensed the research and development costs in accordance with accounting standards in effect at the time. The Company believed it to be advantageous to acquire a controlling interest in Clear Image and keep the technology in development rather than starting all over again. The Company exchanged 8.2 million of its common shares which were trading at a market price of $0.40 at the date of acquisition. To arrive at a value for the Color MRI Technology, the Company and Clear Image determined the amount of funding provided for the research and development of this technology by looking at the amount expended from 1999 until the acquisition date. The value of the Company’s stock exchanged for the controlling interest exceeded those expensed amounts by approximately $23,000, which was recorded as goodwill because there were no other assets to value.

Subsequent Events

On October 5, 2011, the Company issued 300,000 shares of common stock as a result of the conversion of $46,200 of notes payable.

On October 6, 2011, the Company issued 300,000 shares of common stock in settlement of accounts payable in the amoutn of $78,000.

On November 1, 2011, the Company issued 50,000 shares of common stock from the exercise of options in the amount of $1,250.

Critical Accounting Policies

In June 2009, FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the SEC, have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become non-authoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts our financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of our financial statements or disclosures during the quarter ended September 30, 2011, as a result of implementing the Codification.

Date of Management’s Review

Subsequent events have been evaluated through November 14, 2011, the date the financial statements were available to be issued.

NOTE 2 - UNCERTAINTIES

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has just entered the production stage and has not established sources of revenues to fund the development of business and pay operating expenses, resulting in a cumulative net loss of $(28,394,040) for the period from inception (August 16, 1996) to September 30, 2010. The ability of the Company to continue as a going concern during the next year depends on the successful completion of the Company’s capital raising efforts to fund the development of its retractable safety syringe. 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 - MAXXON/GLOBE JOINT VENTURE AGREEMENT

On November 3, 2005, the Maxxon, Inc. (“Maxxon,” the former name of the Company) and Globe Med Tech, Inc. (“Globe”) entered into a definitive joint venture agreement to patent, develop, manufacture, market and distribute safety needle products throughout the world. Maxxon and Globe each own 50% of the joint venture. Maxxon 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 agreement, Maxxon issued restricted shares of its common stock, valued at $625,066, to Globe. Subsequent to December 31, 2006, the Company ended the joint venture and cancelled the shares of common stock and options that were issued to Globe pursuant to the agreement. 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 a joint venture agreement entered into November 3, 2005, and other related agreements, in addition to an accounting of expenditures of funds under the terms and provisions of the agreements. On May 11, 2007, a partial default judgment against Globe was granted by the District Court of Harris County, Texas. The partial default judgment as to liability only was granted with respect to the Company’s causes of action against Globe for breach of contract, conversion and common law fraud with respect to the Company’s Original Petition and Application for Temporary and Permanent Injunctions against Globe on January 30, 2007. On August 13, 2007, the Company was granted a final default judgment for permanent injunctive relief and for damages in the amount of $14,029,000 against Globe. Globe appealed the judgment. On November 23, 2007, the Court signed an order granting Globe’s Motion for New Trial and setting aside the Final Default Judgment entered in favor of the Company on August 13, 2007.

On October 29, 2008, the Company filed a lawsuit in the District Court of Harris county Texas, a lawsuit for fraud and contempt of court for Globe and Andy Hu, individually. In response, Globe filed a motion to stay the lawsuit based upon the forum selection clause in the joint venture agreement between the Company and Globe which provides that the exclusive forum for all disputes relating to the Joint Venture Agreement shall be Oklahoma State Court/Tulsa County. Due to the Texas State District Court’s backlog of cases and the withdrawal of Globe and Hu’s counsel, the motion to stay was not heard until May 1, 2009. The motion was granted as to Globe; however, Hu did not join in the motion and, after the May1, 2009, hearing, filed a separate motion to stay, based upon the same grounds as Globe’s motion. Hu’s motion to stay was denied at a May 8, 2009, hearing.

On July 15, 2010, the deposition of Andy Hu took place in Tulsa, OK. After reviewing the full transcript of this deposition, the Company believed there was enough strong evidence to move directly with a summary judgment filing with the District Court of Tulsa County, OK. The Company’s attorneys filed a summary judgment with the District Court of Tulsa County, OK on August 31, 2010. A summary judgment hearing was held on May 4, 2011. On October 24, 2011, the Company was granted its request for summary judgment against Globe Medical Tech, Inc. and awarded $311,440 and the return of 266,667 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 Medical is also required to return all syringes, design files, and sample molds to the Company. Furthermore, the Court ordered that Globe Medical assign to the Company all rights to the January 2009 issued United States patent for the RevVac™ auto-retractable safety syringe. Globe Medical is prohibited from claiming any interest or ownership in Revolutions Medical's safety vacuum syringes going forward.

REVOLUTIONS MEDICAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2011

NOTE 4 - OTHER COMMITMENTS AND CONTINGENCIES

Employment Agreement with Rondald L. Wheet, Chief Executive Officer

Effective March 31, 2008, the Company and Mr. Wheet, our Chief Executive Officer, entered into a three (3) year employment agreement. The agreement provides for an annual salary of $225,000. He is responsible for the Company’s substantive and financial reporting requirements of the Securities Exchange Act of 1934, as amended, and is specifically allowed to hire any and all professionals necessary to assist that process. The Company will provide him with all reasonable and customary fringe benefits, including, but not limited to, participation in pension plans, profit sharing plans, employee stock ownership plans, stock option plans (whether statutory or not), stock appreciation rights plans, hospitalization, medical dental disability and life insurance, car allowance, vacation and sick leave. The Company will reimburse of all his reasonable and necessary travel, entertainment or other related expenses incurred by him in carrying out his duties and responsibilities under the agreement. The Company will also provide him with a cell phone, suitable office space, and membership dues in professional organizations and for any seminars and conferences related to Company business.

Mr. Wheet may elect, by written notice to the Company, to terminate his employment with continued pay through the employment agreement term if (i) the Company sells all of its assets, (ii) the Company merges with another business entity with a change in control,(iii) more than 50% of the outstanding stock is acquired by a third party, (iv) the Company requires Mr. Wheet to relocate or assigns duties not commensurate with his position as Chief Executive Officer, (v) Mr. Wheet is removed from the Board of Directors and (vi) the Company defaults in making payments required to Mr. Wheet under this agreement. For two years following his resignation or termination, Mr. Wheet will not work for or provide any services in any capacity to any competitor and will not solicit any of the Company’s customers or accounts. This agreement has been extended until such time when both parties can agree on new terms. The Company and Mr. Wheet have agreed to the extension of the employment agreement on a month-to-month basis.

Employment Agreement with Vincent Olmo, Chief Operating Officer

Effective April 11, 2011, the Company and Mr. Olmo, our Chief Operating Officer, entered into a three (3) year employment agreement. The agreement provides for an annual salary of $165,000. He is responsible for all daily operating and production activities of the Company. The Company will provide him with all reasonable and customary fringe benefits, including, but not limited to, participation in pension plans, profit sharing plans, employee stock ownership plans, stock option plans (whether statutory or not), stock appreciation rights plans, hospitalization, medical dental disability and life insurance, car allowance, vacation and sick leave. The Company will reimburse of all his reasonable and necessary travel, entertainment or other related expenses incurred by him in carrying out his duties and responsibilities under the agreement. The Company will also provide him with a cell phone, suitable office space, and membership dues in professional organizations and for any seminars and conferences related to Company business.

Mr. Olmo may elect, by written notice to the Company, to terminate his employment with continued pay through the employment agreement term if (i) the Company sells all or substantially all of its assets, (ii) the Company merges with another business entity with a change in control,(iii) more than 50% of the outstanding stock is acquired by a third party, (iv) the Company requires Mr. Olmo to relocate or assigns duties not commensurate with his position as the Chief Operating Officer and (v) the Company defaults in making payments required to Mr. Olmo under this agreement. For two years following his resignation or termination, Mr. Olmo will not work for or provide any services in any capacity to any competitor and will not solicit any of the Company’s customers or accounts.

Employment Agreement with Burton Hodges, Chief Financial Officer

Effective June 1, 2011, the Company and Mr. Hodges, our Chief Financial Officer, entered into a three (3) year employment agreement. The agreement provides for an annual salary of $165,000. He is responsible for all financial functions and capital resources of the Company, including corporate finance, project finance, corporate accounting, reporting and risk management. The Company will provide him with all reasonable and customary fringe benefits, including, but not limited to, participation in pension plans, profit sharing plans, employee stock ownership plans, stock option plans (whether statutory or not), stock appreciation rights plans, hospitalization, medical dental disability and life insurance, car allowance, vacation and sick leave. The Company will reimburse of all his reasonable and necessary travel, entertainment or other related expenses incurred by him in carrying out his duties and responsibilities under the agreement. The Company will also provide him with a cell phone, suitable office space, and membership dues in professional organizations and for any seminars and conferences related to Company business.

REVOLUTIONS MEDICAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2011

Mr. Hodges may elect, by written notice to the Company, to terminate his employment with continued pay through the employment agreement term if (i) the Company sells all or substantially all of its assets, (ii) the Company merges with another business entity with a change in control,(iii) more than 50% of the outstanding stock is acquired by a third party, (iv) the Company requires Mr. Hodges to relocate or assigns duties not commensurate with his position as the Chief Financial Officer and (v) the Company defaults in making payments required to Mr. Hodges under this agreement. For two years following his resignation or termination, Mr. Hodges will not work for or provide any services in any capacity to any competitor and will not solicit any of the Company’s customers or accounts.

Amounts Due Pursuant to Employment and Consulting Agreements

As of September 30, 2011, the Company had accrued $120,000 pursuant to employment agreements. Although the Company plans to settle these amounts, there is no assurance that its efforts to settle will be successful. No litigation related to these previous employment agreements has been initiated or threatened. There is no assurance, however, that such litigation will not be initiated in the future.

Patent Applications for the Company’s Proprietary Technology

The Company owns one (1) published patent on its Auto Retractable Vacuum RevVac safety syringe issued in January 2005 and one (1) published patent on its safety blood drawing device issued in June 2003. In January 2009, a second patent for the RevVac auto retractable vacuum safety syringe was issued by the U.S. patent office and published in April 2009 related to the Globe/Revolutions Medical Joint Venture. Upon the ruling in the Globe Med Tech lawsuit, the Company now has 100% ownership of the entire patent. The Company also filed international patent protection rights regarding the RevVac Auto Retractable Vacuum Safety Syringe in the following countries: Australia, China, Japan, Taiwan, Mexico, Canada and several countries in Europe.

The Company filed a provisional patent with the U.S. Patent and Trademark Office on May 3, 2011. This provisional patent provides additional protection for the Company’s auto retractable vacuum technology.

The Company is also engaged in the development of technology which can segment and reference MRI images. By “segmenting” an image, the Company’s technology will let the user select a part of the image (bone, fluid, tissue) and render that selection in three dimensions. Essentially, different components of an image are given different colors and the user can choose the color or colors to be studied, thus eliminating those portions colored with the colors being discarded. By “referencing” the image to a data base, the user can obtain similar, identified images to aid the user in interpretation of the image being studied. The Company currently owns four (4) separate patent applications, filed in June of 2007, each of which received USPTO office actions during 2010. The Company expects to receive issuances or additional office actions on some if not all of these patents over the next 12 months.

AMOUNTS DUE TO CONSULTANTS

None.

NOTE 5 - PREFERRED STOCK AND COMMON STOCK TRANSACTIONS

SERIES 2006 PREFERRED STOCK

Currently, 1,000,000 shares of Series 2006 Preferred Stock are outstanding. Rondald L. Wheet, our Chairman and Chief Executive Officer, has been issued the 1,000,000 shares.

SERIES 2009 PREFERRED STOCK

Currently no shares of Series 2009 Preferred Stock are outstanding. Thomas O’Brien, our former President and Director, had been issued the 500,000 shares, but these shares were returned to the Company upon his resignation on September 21, 2011.

REVOLUTIONS MEDICAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2011

Dividends: The holder of the Series 2006 and the Series 2009 Preferred stock is entitled to receive, ratably, dividends when, as and if declared by the board of directors out of funds legally available therefore. If any dividend or other distributions are declared on our common stock, then a dividend or other distribution must also be declared on the outstanding Series 2006 and Series 2009 Preferred stock at the same time and on the same terms and conditions, so that each holder of Series 2006 and Series 2009 Preferred stock will receive the same dividend or distribution such holder would have received if the holder had converted his Series 2006 and Series 2009 Preferred stock as of the record date for determining stockholders entitled to receive such dividend or distribution.

Liquidation Preference: In the event of the liquidation, dissolution or winding up, the holders of Series 2006 or 2009 Preferred stock are entitled to receive a liquidation preference of $0.001 for each share of Series 2006 or Series 2009 Preferred stock prior to payment being made to any junior stock.

Conversion: The holders of Series 2006 and Series 2009 Preferred stock may convert each share into 1 share of common stock.

Preemption: The holders of Series 2006 and Series 2009 Preferred stock have no preemptive rights and they are not subject to further calls or assessments.

Voting Rights: The holders of Series 2006 and Series 2009 Preferred stock are entitled to 125 votes for each share of common stock into which their Series 2006 and Series 2009 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 Series 2006 or Series 2009 Preferred share, 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 Series 2006 or Series 2009 Preferred stock.

BLANK CHECK PREFERRED STOCK

The Company’s Articles of Incorporation authorize its board of directors to establish one or more additional series of preferred stock and to determine, with respect to any such series of preferred stock, its terms and rights, including: the designation of each series; the voting powers, if any, associated with each such series whether dividends, if any, will be cumulative or noncumulative and the dividend rate of each series; the redemption rights and price or prices, if any, for shares of each series; and preferences and other special rights, if any, of shares of each series in the event of any liquidation, dissolution, or distribution of the Company’s assets.

2011 COMMON STOCK TRANSACTIONS

During the nine months ended September 30, 2011, 656,015 shares were issued under the terms of the Drawdown Equity Financing Agreement with Auctus. The Company received proceeds of $206,470 in connection with these share issuances.

Pursuant to consulting agreements issued in 2011, the Company issued stock from the exercise of options issued with these agreements in the amount of 5,733,000 shares with a total value of $1,465,820.

Also during the nine months ended September 30, 2011, the Company issued an additional 1,016,693 shares of common stock with a total value of $355,850 in lieu of cash as payment for outside services.

Also during the nine months ended September 30, 2011, the Company issued an additional 1,060,771 shares of common stock with a total value of $438,629 due to conversions of convertible debt agreements with Asher and JMJ.

REVOLUTIONS MEDICAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2011

NOTE 6 - STOCK OPTIONS AND WARRANTS OUTSTANDING

The following tables summarize information about the stock options and warrants outstanding at September 30, 2011:

	OPTIONS		WARRANTS		TOTAL		WEIGHTED AVERAGE EXERCISE PRICE
Balance at December 31, 2010		12,834,750		3,371,600		16,206,350	$	0.38
Granted		8,083,000		—		8,083,000		0.25
Exercised		12,114,000		—		12,114,000		0.22
Expired/Forfeited		—
BALANCE AT September 30, 2011		8,803,750		3,371,600		12,175,350		0.50

	OPTIONS OUTSTANDING						EXERCISABLE
Range of Exercise Price	Number Outstanding at September 30, 2011		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number Exercisable at December 31, 2011		Weighted Average Exercise Price
OPTIONS
0.08 - 0.25		7,453,750		1.4	$	0.10		7,453,750	$	0.10
0.26-1.00		1,350,000		2.3		0.54		1,350,000		0.44
1.00-10.00
		8,803,750						8,803,750

NOTE 7 - RELATED PARTY TRANSACTIONS

On September 1, 2009, the Company entered into a five (5) year lease agreement with Osprey South, LLC (“Osprey”), to lease the property at 670 Marina Drive, Suite 301, Building F, Charleston, South Carolina, 29492. The leased property is approximately 2,395 square feet. During the course of the five (5) year lease, ending on August 31, 2014, the Company is to pay Osprey $4,500 in monthly rental installments payable on the first day of each succeeding month. On July 1, 20011, the Company amended the lease with Osprey for the office space adjacent to the existing office space on the third floor at 670 Marina Drive. The leased property is approximately 2,395 square feet. During the course of the lease, the Company is to pay Osprey $9,000 in monthly rental installments payable on the first day of each succeeding month The Company paid $27,000 in office rent to Osprey South, LLC for the third quarter of 2011. Ron Wheet is the sole member of Osprey South, LLC. The contract is a triple net lease with terms based upon market rates for class A office space at the time of the lease signing.

PART F/S

INDEX TO FINANCIAL STATEMENTS

AUDITED FINANCIAL STATEMENTS

Independent Registered Public Accounting Firm		F-2
Balance Sheets At December 31, 2010 and 2009		F-3
Statements Of Operations From Inception (August 16, 1996) Through December 31, 2010 And For The Years Ended December 31, 2010 and 2009		F-4
Statements Of Cash Flows From Inception (August 16, 1996) Through December 31, 2010 And For The Years Ended December 31, 2010 and 2009		F-5 - F-6
Statements Of Shareholders' Equity From Inception (August 16, 1996) Through December 31, 2010		F-7- F-13
Notes to Financial Statements		F-14 - F-28

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of Revolutions Medical Corporation:

We have audited the accompanying consolidated balance sheets of Revolutions Medical Corporation (formerly Maxxon, Inc.) (a development stage company) for the years ended December 31, 2010 and 2009, and the related statements of operations, shareholders’ equity, and cash flows for the years ended December 31, 2010 end 2009 and for the period from December 16, 1996 (inception) to December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards of the Public Company Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Revolutions Medical Corporation as of December 31, 2010, and the results of its operations and its cash flows for the years ended December 31, 2010 and 2009 and for the period from December 16, 1996 (inception) to December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are being reissued to correct errors noted by the SEC and to better disclose certain information so as to not make the financial statements misleading..

/s/Hood Sutton Robinson & Freeman CPAs, P. C Hood Sutton Robinson & Freeman CPAs, P. C. Certified Public Accountants March 30, 2011, except for Note 10, as to which the date is September 1, 2011 Tulsa, Oklahoma

F-2

REVOLUTIONS MEDICAL CORPORATION

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

~~BALANCE SHEET~~(Unaudited)

December 31, 2010 and 2009

	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

	December 31, 2010 (As Restated See Note 10)			December 31, 2009
ASSETS
CURRENT ASSETS
Cash	$	69,517		$	67,228
Other Current Assets		303,756
Fixed Assets		812,478			36,151
Goodwill		48,277			52,672
TOTAL ASSETS	$	1,234,028		$	156,051
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	399,151		$	133,388
Accrued Salaries		246,225			461,449
Embedded Derivative Liability		160,659
Notes Payable and Accrued Interest		775,073			10,000
Total current liabilities		1,581,108			604,837
Total liabilities		1,581,108			604,837
Minority Interest		—			—
SHAREHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 5,000,000 shares authorized; 1,500,000 shares issued and outstanding		1,500			1,500
Common stock, $0.001 par value, 250,000,000 shares authorized; 42,869,909 and 35,197,891 shares issued and outstanding at December 31, 2010 and 2009, respectively		42,869			35,198
Treasury Stock		(969	)
Paid in capital		25,186,271			22,515,983
Deficit accumulated during the development stage		(25,576,751	)		(23,001,467	)
Total shareholders’ equity		(347,080	)		(448,786	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY	$	1,234,028		$	156,051

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

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

F-3

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

(ANotes ~~Development~~to ~~Stage Company)~~Financial Statements

~~STATEMENTS OF OPERATIONS~~(Unaudited)

~~From~~Note ~~Inception~~1 ~~(August 16~~– Basis of Presentation, ~~1996)~~Description ~~Through~~of ~~December~~Business, 31Significant Accounting Policies, ~~2010~~Critical Accounting Estimates and Reclassification

~~For~~Basis ~~The~~of ~~Years Ended December 31, 2010 and 2009~~ Presentation

	FROM INCEPTION (AUGUST 16, 1996) THROUGH DECEMBER 31, 2010(Restated)			YEAR ENDED DECEMBER 31, 2010(As Restated See Note 10)			YEAR ENDED DECEMBER 31, 2009
Investment Income	$	170,753		$	—		$	—
Other Income		12,640			12,640			—
		183,393			12,640			—
EXPENSES
Research and development		2,843,406			257,350			303,000
Depreciation and Amortization		85,117			6,048			3,534
Transaction (See Note 3)		3,309,515			—			—
General and administrative		19,237,274			2,109,556			1,993,905
Total operating expenses		25,475,312			2,372,954			2,300,439
Operating loss		(25,291,919	)		(2,360,314	)		(2,300,439	)
Interest income		17,276			—			—
Interest expense		285,112			166,671			—
Gain on disposal of assets		794			—			—
Gain on extinguishment of debt		(152,914	)		—			(163,312	)
Embedded Derivative Expense		48,299			48,299
Net loss before minority interest		(25,760,173	)		(2,575,284	)		(2,463,751	)
Minority Interest in Subsidiary Loss		(183,422	)		—			—
Net loss from operations	$	(25,576,751	)	$	(2,575,284	)	$	(2,463,751	)
Weighted average shares outstanding		36,805,472			36,762,006			31,848,172
Net loss per share (Note 1)	$	(0.69	)	$	(0.07	)	$	(0.08	)

The accompanying 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 ~~accompanying~~Company ~~notes~~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 an ~~integral~~also ~~part~~sources of authoritative GAAP for SEC registrants, which the ~~interim~~Company ~~financial~~is ~~statements~~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.

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 primary manufacturing facility is located in Wuxi, China.

The accompanying unaudited interim financial statements of Revolutions Medical Corporation have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report for the year ended December 31, 2013 on Form 10-K filed on April 14, 2014.

F-4

~~REVOLUTIONS~~In ~~MEDICAL~~the ~~CORPORATION~~opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and 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.

(ASignificant ~~Development~~Accounting ~~Stage Company)~~Policies

~~STATEMENTS~~ Cash OFand ~~CASH~~Cash ~~FLOWS~~Equivalents

~~From~~The ~~Inception~~Company considers highly liquid investments (~~August 16,~~those ~~1996~~readily convertible to cash) ~~Through~~purchased ~~December~~with ~~31,~~original ~~2010~~maturity ~~and~~dates of three months or less to be cash equivalents.

~~For~~ Accounts ~~The Years Ended December 31, 2010 and 2009~~Receivable

	FROM INCEPTION (AUGUST 16,1996) THROUGH DECEMBER 31, 2010 (Restated)			YEARS ENDED
				DECEMBER 31, 2010 (Restated)			DECEMBER 31, 2009
OPERATING ACTIVITIES
Net loss	$	(25,576,751	)	$	(2,575,284	)	$	(2,463,751	)
Plus non-cash charges to earnings:
Stock compensation expense		2,018,280						1,452,231
Depreciation and amortization		85,107			6,049			3,534
Purchase R&D - Clear Image		3,309,514			-			—
Common stock issued for services		4,977,262			560,773			636,041
Preferred stock issued for services		270,000			-			250,000
Expenses paid by third parties		57,134			-			-
Contribution of services by officer and employees		799,154			-			-
Services by officer and employees paid for with non-cash consideration		167,500			-			-
Compensation cost for option price reduction		50,000			-			-
Amortization debt discounts		125,000			125,000
Amortization of options and common stock issued for services		1,775,577			-			-
Allowance for doubtful accounts		50,900			-			-
Gain on extinguishment of debt		(10,398	)		-			-
Write-off of Notes Receivable		14,636			-			-
Write-off of Notes Payable		(8,239	)		-			-
Write-off of organizational costs		3,196			-			-
Write-off of zero value investments		785,418			-			-
Write-off of leasehold improvements and computer equipment		2,006			-			-
Compensation costs for stock options and warrants granted to non-employees		1,205,015			-			-
Change in working capital accounts:
(Increase) decrease in receivables from related parties		(94,105	)		(25,205	)		(4,395	)
(Increase) decrease in goodwill		(23,276	)		-			-
(Increase) decrease in other receivables		(450,938	)		(274,361	)		-
Increase (decrease) in accrued salaries and consulting		(21,172	)		(215,224	)		(696,655	)
Increase (decrease) in accrued interest		92,500			1,323			-
Increase (decrease) in accounts payable and accrued liabilities		2,413,169			1,188,405			(333,294	)
Total operating activities		(8,108,511	)		(1,208,524	) )		(1,156,289	)
INVESTING ACTIVITIES
Purchase of equipment and furnishings		(889,102	)		(782,375	)		(39,685	)
Investment in syringe patent development		(35,000	)		-			(25,000	)
Investment in Ives Health Company		(251,997	)		-			-
Investment in The Health Club		(10,000	)		-			-
								-
Total investing activities		(1,186,099	)		(782,375	)		(64,685	)

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.

F-5

~~REVOLUTIONS~~The ~~MEDICAL~~Company ~~CORPORATION~~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.

~~(A Development Stage Company)~~ Inventory

~~STATEMENTS~~Inventory OFincludes ~~CASH~~only ~~FLOWS (Continued)~~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.

~~From~~ Property ~~Inception (August 16, 1996) Through December 31, 2010~~ and Equipment

~~For~~Property ~~The~~and ~~Years~~equipment, ~~Ended December~~including 31significant improvements, ~~2010~~are stated at cost. Expenditures for maintenance and ~~2009~~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.

	FROM INCEPTION (AUGUST 16,1996) THROUGH DECEMBER 31, 2010			YEARS ENDED
	(Restated)			DECEMBER 31, 2010 (Restated)			DECEMBER 31, 2009
FINANCING ACTIVITIES
Loans from shareholders		15,707			1,800			-
Repayment of loans from shareholders		(8,005	)		-			-
Repayments of Promissory Notes		57,325			-			(133,429	)
Common stock subscribed		546,500			-			512,500-
Sale of preferred stock for cash:		(1,000	)		-			-
Sale of common stock for cash:
To third-party investors (prior to merger)		574,477			-			-
To third-party investors		5,329,320			1,529,991			345,634
From exercise of stock options and warrants		2,318,168			96,200			558,701
Less: Issue Costs		(102,318	)		-			-
Common Stock issued for payment of debt		366,166			366,166
Convertible debentures issued for cash		355,000						-
Payment of exclusive license note payable		(100,000	)		-			-
Treasury Stock		(969	)		(969	)
Total financing activities		9,561,694			1,993,188			1,283,406
Minority interest		(197,567	)		-			-
Change in cash		2,289			2,289			64,432
Cash at beginning of period		67,228			67,228			4,796
Cash at end of period	$	69,517		$	69,517		$	67,228
Supplemental disclosure of cash flow information:
Cash paid for interest and taxes during the period		57,571			-			-
Non-cash financing and investing activities:
Investment in Globe Joint Venture		(637,566	)		-			-
Common stock issued to founders		7,000			-			-
Common stock issued in connection with merger with Cerro Mining Corporation		300			-			-
20 to 1 reverse stock split		138,188			-			-
Common stock issued in Ives merger		346,262			-			-
Common stock subscriptions		69,800			-			-
Capitalized compensation cost for options granted		1,487,700			-			-
Common stock issued in exchange for promissory note		676,500			-			-
Common stock issued for payment of debt		152,553			-			-
Common stock issued for convertible debentures		465,660			275,000			-
Common stock issued for services		1,486,130			560,773			-

Position

Officer and/or Director Since

Rondald Wheet

Chairman, Chief Executive Officer

March 2005

Thomas Beahm

October 2007

Filing Compare · Revolutions Medical CORP