Assured Pharmacy (APHY) Inactive 10-Q14 Nov 132013 Q3 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
Document and Entity Information	Sep. 30, 2013	Nov. 07, 2013
Document And Entity Information	'	'
Entity Registrant Name	'ASSURED PHARMACY, INC.	'
Entity Central Index Key	'0001100592	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-13	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Is Entity a Well-known Seasoned Issuer?	'No	'
Is Entity a Voluntary Filer?	'No	'
Is Entity's Reporting Status Current?	'Yes	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	6,786,162
Document Fiscal Period Focus	'Q3	'
Document Fiscal Year Focus	'2013	'

Condensed_Consolidated_Balance

Condensed Consolidated Balance Sheets (USD $)	Sep. 30, 2013	Dec. 31, 2012
Current Assets	'	'
Cash	$6,610	$21,298
Accounts receivable, net	263,501	333,687
Inventories	266,519	198,778
Prepaid and other current assets	383,815	135,021
Assets of discontinued operations	26,022	566,799
Total current assets	946,467	1,255,583
Other receivables, net	13,808	13,808
Property and equipment, net	77,278	45,743
Assets of discontinued operations, net	140,601	906,364
TOTAL ASSETS	1,178,154	2,221,498
Current Liabilities	'	'
Accounts payable and accrued expenses	2,335,183	2,194,377
Liabilities of discontinued operations	180,012	2,655,303
Unsecured convertible debentures, net of discount	2,308,333	1,661,408
Unsecured convertible debentures, related party, net of discount	546,091	509,106
Notes payable	4,038,982	547,510
Notes payable to related parties	877,000	'
Total current liabilities	10,285,601	7,567,704
Notes payable to related parties, net of current portion	'	447,000
Unsecured convertible debentures, net of current portion and discount	'	419,262
Warrant liability	289,125	274,605
TOTAL LIABILITIES	10,574,726	8,708,571
Commitments and Contingencies (see Note 7)	'	'
Preferred stock; par value $0.001 per share; 5,000,000 shares authorized, 2,830 shares designated to Series A convertible, 7,745 shares designated to Series B convertible,813 shares designated to Series C convertible	'	'
Series A convertible preferred stock; par value $0.001 per share; 2,830 shares authorized, 1,466 and 1,406 issued and outstanding, respectively	1	1
Series C convertible preferred stock; par value $0.001 per share; 813 shares authorized, 813 and 813 issued and outstanding, respectively	1	1
Series B convertible preferred stock; par value $0.001 per share; 7,745 shares authorized, 5,124 and 5,384 issued and outstanding, respectively	5	5
Common stock; par value $0.001 per share; 35,000,000 shares authorized, 6,786,162 and 4,476,846 issued and outstanding, respectively	6,787	4,477
Additional paid-in capital, net	37,478,342	36,572,314
Accumulated deficit	-46,881,708	-43,063,871
Stockholders' deficit	-9,396,572	-6,487,073
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$1,178,154	$2,221,498

Condensed_Consolidated_Balance1

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Preferred Stock, par value	$0.00	$0.00
Preferred Stock Authorized	5,000,000	5,000,000
Series Convertible Preferred Stock, shares issued	7,403	7,603
Common Stock, par value	$0.00	$0.00
Common Stock, shares authorized	35,000,000	35,000,000
Common Stock, shares issued	6,786,162	4,476,846
Common Stock, share outstanding	6,786,162	4,476,846
Series B	'	'
Preferred Stock, par value	$0.00	$0.00
Preferred Stock Authorized	7,745	7,745
Preferred Stock Designated Series B	7,745	7,745
Series Convertible Preferred Stock, shares issued	5,124	5,384
Series Convertible Preferred Stock, shares outstanding	5,124	5,384
Series A	'	'
Preferred Stock, par value	$0.00	$0.00
Preferred Stock Authorized	2,830	2,830
Preferred Stock Designated Series A	2,830	2,830
Series Convertible Preferred Stock, shares issued	1,466	1,406
Series Convertible Preferred Stock, shares outstanding	1,466	1,406
Series C	'	'
Preferred Stock, par value	$0.00	$0.00
Preferred Stock Authorized	813	813
Preferred Stock Designated Series C	813	813
Series Convertible Preferred Stock, shares issued	813	813
Series Convertible Preferred Stock, shares outstanding	813	813

Condensed_Consolidated_Stateme

Condensed Consolidated Statements of Operations (USD $)	3 Months Ended		9 Months Ended
Condensed Consolidated Statements of Operations (USD $)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Condensed Consolidated Statements Of Operations	'	'	'	'
Sales	$926,551	$1,494,718	$4,000,052	$4,091,006
Cost of sales	708,885	1,102,027	3,087,233	3,106,716
Gross profit	217,666	392,691	912,819	984,290
Operating expenses	'	'	'	'
Salaries and related expenses	445,426	469,328	1,479,757	1,340,922
Selling, general and administrative	303,938	573,602	1,623,642	1,768,973
Total operating expenses	749,364	1,042,930	3,103,399	3,109,895
Loss from continuing operations	-531,698	-650,239	-2,190,580	-2,125,605
Other expenses	'	'	'	'
Interest expense, net	311,855	330,274	893,873	1,033,250
(Gain) or loss on change in fair value of warrant liability	-123,049	377,430	-261,380	275,350
Loss on change in fair value of forward contract liability	'	'	97,632	'
Loss on extinguishment of debt	'	90,205	'	90,205
Total other expenses and income	188,806	797,909	730,125	1,398,805
Net loss from continuing operations before income tax	-720,504	-1,448,148	-2,920,705	-3,524,410
Income taxes expense (benefit)	40,880	-17,549	313,997	18
Net loss from continuing operations, net of tax	-761,384	-1,430,599	-3,234,702	-3,524,428
Discontinued operations:	'	'	'	'
Gain or (loss) from operations of discontinued pharmacies, net of tax	-75,921	32,590	-583,138	-33
Net loss	($837,305)	($1,398,009)	($3,817,840)	($3,524,461)

Condensed_Consolidated_Stateme1

Condensed Consolidated Statement of Cash Flows (USD $)	9 Months Ended
Condensed Consolidated Statement of Cash Flows (USD $)	Sep. 30, 2013	Sep. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:	'	'
Net loss	($3,817,840)	($3,524,461)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'
Depreciation and amortization of property and equipment	29,756	24,231
Amortization of debt issuance costs	29,515	106,953
Amortization of discount on debt	264,648	548,827
Stock based compensation	540,872	808,651
Issuance of comm on stock in lieu of debenture interest	45,467	'
Provision (recovery) for accounts receivable doubtful accounts	-7,516	26,740
Provision for other receivables doubtful accounts	-80,609	-105,087
Impairment of goodwill	697,766	'
Loss on extinguishment of debentures and notes	'	90,205
Loss on sale of property and equipment	1,028	'
Loss on change in fair value of forward contract	97,632	'
(Gain) or loss on change in fair value of warrant liability	-261,380	275,350
Changes in operating assets and liabilities:	'	'
Accounts receivable	404,490	-63,883
Inventories	143,686	185,781
Prepaid expenses and other current assets	-109,187	-68,406
Other receivables	132,936	177,768
Accounts payable and accrued liabilities	659,827	1,108,260
Net cash used in operating activities	-1,228,909	-409,071
CASH FLOWS FROM INVESTING ACTIVITIES:	'	'
Purchases of property and equipment	-47,649	-21,285
Sale of property and equipment	1,000	'
Net cash used in investing activities	-46,649	-21,285
CASH FLOWS FROM FINANCING ACTIVITIES:	'	'
Proceeds from issuance of common stock	860,000	'
Proceeds from issuance of Series A preferred stock	60,000	'
Payment of issuance costs for common stock	-45,810	'
Repayment of notes payable	-43,320	-37,875
Proceeds from issuance of convertible debentures	'	350,400
Proceeds from issuance of notes payable to related party	400,000	'
Payment of issuance costs for convertible debentures	'	-40,000
Proceeds from advances on shareholder revolving note	270,500	186,500
Repayment of advances on shareholder revolving note	-240,500	-45,820
Net cash provided by financing activities	1,260,870	413,205
Net decrease in cash	-14,688	-17,151
Cash at beginning of period	21,298	23,316
Cash at end of period	$6,610	$6,165

BASIS_OF_PRESENTATION_AND_PLAN

BASIS OF PRESENTATION AND PLAN OF OPERATIONS	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
BASIS OF PRESENTATION AND PLAN OF OPERATIONS	'
	The unaudited condensed interim consolidated financial statements as of and for the nine months ended September 30, 2013 and 2012 have been prepared by Assured Pharmacy, Inc. (the “Company”) in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. These consolidated statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary for a fair statement for the periods presented. The year-end consolidated data was derived from audited financial statements but does not include all disclosures required by GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The results of operations for the nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the full fiscal year.

	These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company and notes thereto included in the audited annual financial statements for the year ended December 31, 2012 filed as part of the Company’s Annual Report on Form 10-K on April 1, 2013.

	Going Concern Considerations

	The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business. As of September 30, 2013, the Company had an accumulated deficit of approximately $46.9 million and recurring losses from operations. The Company also had negative working capital of approximately $9.3 million and debt with maturities in the year ended December 31, 2013 in the amount of approximately $6.7 million as of September 30, 2013.

	The Company intends to fund operations through raising additional capital through debt financing and equity issuances, increased sales on our remaining pharmacies, increased collection activity on past due other receivable balances and reduced expenses, which may be insufficient to fund its capital expenditures, working capital or other cash requirements for the year ending December 31, 2013. In August 2013, management decided to close two pharmacies in order to reduce overall fixed pharmacy costs by 50% and concentrate our limited working capital to support the operations of the two remaining pharmacies we believe have the best prospects. Management considered several factors in determining which two pharmacies to close, including historical financial performance, regulatory costs, current sales prospects, geographic and physical location and strength of existing physician relationships. After consideration of these factors, management closed our Gresham and Riverside pharmacies on August 5, 2013 and August 8, 2013, respectively. The Company is in negotiations with current debt holders to restructure and extend payment terms of the existing short term debt. The Company is seeking additional funds to finance its immediate and long-term operations. The successful outcome of future financing activities cannot be determined at this time and there is no assurance that if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

	In response to these financial issues, management has taken the following actions:

	●	The Company is seeking to renegotiate existing debt.

	●	The Company is seeking investment capital.

	●	The Company is aggressively increasing collection activity on past due other receivable balances (included in assets of discontinued operations, net on the consolidated balance sheets as of September 30, 2013 and December 31, 2012).

SUMMARY_OF_SIGNIFICANT_ACCOUNT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	The summary of significant accounting policies presented below is designed to assist in understanding the Company's consolidated financial statements. Such financial statements and accompanying notes are the representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States (“U.S. GAAP”) in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements.

	Principles of Consolidation

	The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated.

	Use of Estimates

	The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Significant estimates and assumptions involved include the collectability of accounts receivable, accounting for stock based compensation and other stock based payments, convertible debt issuances, the valuation of the deferred tax asset, inventory, warrant liability and long-lived asset valuation (including goodwill). Actual results could materially differ from these estimates.

	Risks and Uncertainties

	The Company operates in a highly competitive industry that is subject to intense competition. The Company faces risks and uncertainties relating to its ability to successfully implement its business strategy. Among other things, these risks include the ability to develop and sustain revenue growth; managing and expanding operations; competition; attracting, retaining and motivating qualified personnel; maintaining and developing new strategic relationships; and the ability to anticipate and adapt to the changing markets and any changes in government regulations.

	As a result, the Company may be subject to the risk of delays in obtaining (or failing to obtain) regulatory clearance and other uncertainties, including financial, operational, technological, regulatory and other risks associated with an emerging business, including the risk of business failure.

	The Company's pharmacies are subject to licensing and regulation by the health, sanitation, safety, building and fire agencies in the state or municipality where located. Difficulties or failures in obtaining or maintaining the required licensing and/or approvals could prevent the continued operations of such pharmacies. Management believes that the Company is operating in compliance with all applicable laws and regulations.

	Discontinued Operations

	Discontinued operations include our Gresham and Riverside pharmacies that were closed in August 2013 due to our Company’s financial condition. Management considered several factors in determining which two pharmacies to close, including historical financial performance, regulatory costs, current sales prospects, geographic and physical location and strength of existing physician relationships. After consideration of these factors, management closed our Gresham and Riverside. These closures met the discontinued operations criteria, and according is included in discontinued operations for all periods presented.

	Stock-based Compensation

	The Company issues options and restricted shares of common stock to employees and consultants. Stock option and restricted share awards are granted at the fair market value of the Company's common stock on the date of grant.

	The Company applies the fair value recognition provisions of ASC 718 “Compensation – Stock Compensation,” for stock compensation transactions. This requires companies to measure and recognize compensation expense for all share-based payments at fair value. The total applicable compensation cost is amortized on a straight-line basis over the requisite service period, which is generally the vesting period.

	For the nine months ended September 30, 2013 and 2012, the Company recognized $540,872 and $808,651 respectively, in compensation expense which is included in selling, general and administrative expenses in the accompanying consolidated statements of operations.

	Fair Values of Financial Instruments

	Management believes that the carrying amounts of the Company's financial instruments, consisting primarily of cash, accounts receivable, accounts payable and accrued expenses approximated their fair values at September 30, 2013 and December 31, 2012, due to their short-term nature.

	The Company measures certain financial liabilities (warrant liability and forward contract liability) at fair value on a recurring basis. The Company follows a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to measurements involving significant unobservable inputs (Level 3). The three levels of the fair value hierarchy are as follows:

	Level 1	Measurements are quoted prices (unadjusted) in active markets for identical assets or liabilities that the company has the ability to access at the measurement date.

	Level 2	Measurements are inputs other than quoted prices included in Level 1 that are observable either directly or indirectly.

	Level 3	Measurements are unobservable inputs.

	The fair value of the warrant liability of $289,125 as of September 30, 2013 and $274,605 as of December 31, 2012, respectively, was measured using Level 3 measurements.

	Management also believes that the September 30, 2013 and December 31, 2012 interest rates associated with the notes payable approximates the market interest rates for these types of debt instruments and as such, the carrying amount of the notes payable approximates their fair value.

	Common Stock Warrant Liability

	The Company accounts for its common stock warrants under ASC 480, “Distinguishing Liabilities from Equity,” which requires any financial instrument, other than an outstanding share, that, at inception, embodies an obligation to repurchase the issuer’s equity shares, or is indexed to such and obligation, and it requires or may require the issuer to settle the obligation by transferring assets, would qualify for classification as a liability. The guidance required the Company’s outstanding warrants from convertible debenture private placements in the nine months ended September 30, 2013 and in the years ended December 31, 2012 to be classified as liabilities and to be fair valued at each reporting period, with the changes in fair value recognized as a change in fair value of warranty liability in the Company’s consolidated statements of operations. Specifically, the warrants issued in connection with convertible debenture private placements in during the fiscal year 2012 and 2011 and warrants issued in connection with common stock private placements during the nine months ended September 30, 2013, grant the warrant holder certain anti-dilution protection which provide exercise price adjustments in the event that any common stock or common stock equivalents are issued at an effective price per share that is less than the exercise price per share. Upon exercise or expiration of the warrant, the fair value of the warrant at that time will be reclassified to equity from a liability. The following table is a summary of the warrant liability activity measured at fair value using Level 3 inputs:

			Warrant
			Liability


	Balance at December 31, 2012		$	274,605

	Granted			275,900
	Cancelled, forfeited or expired
	Change in fair value of common stock warrants			(261,380	)

	Balance at September 30, 2013 (unaudited)		$	289,125

	Forward contracts

As part of the 2013 private placement of common stock, the Company also agreed that the 38,462 shares of common stock included in the units is subject to increase and the $0.65 per share value is subject to decrease, in each case based on the level of the Company’s consolidated net revenues that are derived during our 2013 fiscal year (the “Make-Whole Adjustments”) (see Note 4 Common Stock for further details). The Company separately valued the forward contracts using Level 3 inputs. The fair value of the forward contracts of $330,763 was recorded as a liability and is included in accounts payable and accrued expenses on the Consolidated Balance Sheet as of September 30, 2013. The following table is a summary of the warrant liability activity measured at fair value using Level 3 inputs:

		Forward
		Contract
		Liability


Balance at December 31, 2012		$	-

Granted			233,131
Cancelled, forfeited or expired
Change in fair value of forward contracts			97,632

Balance at September 30, 2013 (unaudited)		$	330,763

Goodwill

Goodwill represents the excess purchase price of an acquired entity over the net amounts assigned to assets acquired and liabilities assumed. The Company’s goodwill relates to its acquisition of the 49% interest in API. The Company reviews goodwill for impairment at least annually. The annual impairment test for goodwill is a two-step process and involves comparing the estimated fair value of each reporting unit to the reporting unit’s carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired, and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test would be performed to measure the amount of impairment loss to be recorded, if any. The Company estimated the API’s fair value based on the income approach. The Company conducts its’ annual impairment tests in December of each year.

In August 2013, as part of our strategic re-evaluation, the Company closed the pharmacy. Accordingly, as a result of this triggering event, the Company’s goodwill of $697,766 associated with the API pharmacies acquisition in 2006 was determined to be impaired. The Company recorded goodwill impairment expense of $697,766 which is included in the loss from discontinued operations in the Consolidated Statement of Operations in the nine months ended September 30, 2013. (see Note 11 Discontinued Operations for further details).

NOTES_PAYABLE_AND_UNSECURED_CO

NOTES PAYABLE AND UNSECURED CONVERTIBLE DEBENTURES	9 Months Ended
NOTES PAYABLE AND UNSECURED CONVERTIBLE DEBENTURES	Sep. 30, 2013
Notes to Financial Statements	'
NOTES PAYABLE AND UNSECURED CONVERTIBLE DEBENTURES	'
	The table below summarizes the Company’s notes payable and unsecured convertible debentures as of September 30, 2013.

			Related Party			Unrelated			Total

	Secured debt		$	-		$	3,796,110		$	3,796,110
	Revolving credit facilities			477,000			-			477,000
	Other notes and debt			400,000			242,872			642,872
	Total notes payable		$	877,000		$	4,038,982		$	4,915,982

	Unsecured convertible
	debentures, net of discount		$	546,091		$	2,308,333		$	2,854,424

	Total debt, net		$	1,423,091		$	6,347,315		$	7,770,406

	Unsecured Debt

	2010 Issuances

	In April 2010, we entered into a secured loan agreement with an accredited investor in a private placement. Under the terms of this agreement, the Company received a loan of $250,000 at an interest rate of 12% per annum, with interest payable in advance with the principal due in April 2011 at maturity. In June 2011, the outstanding principal loan balance of $250,000 was converted into a 16.0% senior convertible debenture through a private placement for an aggregate principal amount of $250,000, which matured in June 2012. A consent and waiver was obtained from the majority of the Series A Preferred holders and a waiver was obtained from a majority of the Series B Preferred holders, as required in the certificate of designation. The debentures are convertible into shares of the Company’s common stock at an initial conversion price of $1.26 per share for a total of 198,413 common shares on an as converted basis, subject to adjustment for stock dividends, stock splits and related distributions. In June 2012, the agreement was amended and the maturity date of the debenture was extended to June 22, 2013. In September 2012, the investor consented to a partial anti-dilution adjustment in conversion price per share to $0.90 per share in the event of the minimum offering being achieved in a private placement of common stock and warrants. In February 2013, the minimum offering was achieved resulting in an adjusted conversion price of $0.90 per share for a total of 277,778 common shares on an as converted basis, subject to adjustment for stock dividends, stock splits and related distributions (see Note 4 for further details).

	As part of the private placement, the investor received a warrant to purchase 238,095 shares of the Company’s common stock. The warrant is exercisable for a period of three years from the date of issuance at an initial exercise price of $1.512, subject to adjustment for stock dividends, stock splits and related distributions. The investor may exercise the warrant on a cashless basis if the shares of common stock underlying the warrant are not then registered pursuant to an effective registration statement. The outstanding warrants are subject to certain anti-dilution protection clauses which provide exercise price adjustments in the event that any common stock or common stock equivalents are issued at an effective price per share that is less than the exercise price per share. Accordingly, the fair value of the stock warrants is classified as a warrant liability on the accompanying consolidated balance sheets. As part of the June 2012 amendment, the exercise period of the warrants was extended from three years to five years.

	The Company separately valued the embedded beneficial conversion feature present in convertible securities as the difference, as of the commitment date, between the effective conversion price of the convertible security and the fair value of the common stock underlying the convertible security. The embedded beneficial conversion feature was valued at $50,448 separately, and was recognized by allocating to additional paid-in capital and discount on debt.

	The total gross discount on the debenture issuance was $152,483, which will be amortized on a straight line basis over the twelve (12) month term of the loan. The effective interest rate on the debenture was calculated as 79.6%. There are no financial covenants that the Company is required to maintain.

	In July 2010, we completed a sale in a private placement to an accredited, related party investor affiliated with Mosaic Private Equity Fund (U.S.), L.P. (“MPE”), Mosaic Financial Services, LLC (“MFS”) and Mosaic Private Equity (III), Ltd., (“MPE III”), (collectively “Mosaic”), a related party (see Note 7 for further details), for a 10.0% convertible debenture for an aggregate principal amount of $500,000 (before deducting expenses and fees related to the private placement) due in July 2012. A consent and waiver was obtained from the majority of the Series A and C Preferred holders and a waiver was obtained from a majority of the Series B Preferred holders, as required in the certificate of designation. The debentures are convertible into shares of the Company’s Series A Preferred at an initial conversion price of $1,000 per share and subject to adjustments, and each share of Series A Preferred is convertible into 695 shares of the Company’s common stock for a total of 347,500 common shares on an as converted basis. Interest on the note is payable quarterly and is calculated based on the higher of the average stock price for the five (5) prior trading days or $1.80 per common share. In July 2012, the Company entered into an Amendment to the debenture agreement, in which the term of the loan was modified and extended for a period of one year by mutual consent. As consideration for the extension, the interest rate for the debenture was increased from 10.0% to 16.0%. In September 2012, the holders of a majority of the Series A and C Preferred stock consented to a partial anti-dilution adjustment in conversion price per share to $0.90 per share in the event of the minimum offering being achieved in a private placement of common stock and warrants. In February 2013, the minimum offering was achieved resulting in an adjusted conversion price of $0.90 per share for a total of 555,556 common shares on an as converted basis, subject to adjustment for stock dividends, stock splits and related distributions (see Note 4 for further details).

	The Company separately valued the embedded beneficial conversion feature present in convertible securities as the difference, as of the commitment date, between the effective conversion price of the convertible security and the fair value of the common stock underlying the convertible security. The embedded beneficial conversion feature was valued at $93,750 separately, and was recognized by allocating to additional paid-in capital and discount on debt. There are no financial covenants that the Company is required to maintain.

	In December 2010, the Company completed a sale in a private placement to an accredited investor for a 12.5% senior convertible debenture for an aggregate principal amount of $300,000 (before deducting expenses and fees related to the private placement) with periodic redemptions of $150,000 due in December 2011 and March 2012, plus any unpaid interest. The Company has the option to pay all or part of the December 2011 periodic redemptions with shares of the Company’s common stock, subject to certain Equity Conditions, as defined in the loan agreement. These Equity Conditions include, among others, the Company’s compliance with honoring all conversions and redemptions, payment of all liquidated damages of the debenture, an effective registration to allow for resale of the common shares and the ability to resell such common pursuant to Rule 144. A consent and waiver was obtained from the majority of the Series A Preferred holders and a waiver was obtained from a majority of the Series B Preferred holders as required in the certificate of designation. The debentures are convertible into shares of the Company’s common stock at an initial conversion price of $1.44 per share for a total of 208,334 common shares on an as converted basis, subject to adjustment.

	As part of the private placement, the investor received a warrant to purchase 250,000 shares of the Company’s common stock. The warrant is exercisable for a period of three years from the date of issuance at an initial exercise price of $1.73, subject to adjustment. The investor may exercise the warrant on a cashless basis if the shares of common stock underlying the warrant are not then registered pursuant to an effective registration statement. The outstanding warrants are subject certain anti-dilution protection clauses which provide exercise price adjustments in the event that any common stock or common stock equivalents are issued at an effective price per share that is less than the exercise price per share. Accordingly, the stock warrants were classified as a warrant liability.

	The Company separately valued the embedded beneficial conversion feature present in convertible securities as the difference, as of the commitment date, between the amount allocated to the convertible debenture and the fair value of the common stock underlying the convertible security. The embedded beneficial conversion feature was valued at $52,014 separately, and was recognized by allocating to additional paid-in capital and discount on debt.

	The total gross discount on the debenture issuance was $190,277, which will be amortized on a straight line basis over the fifteen (15) month term of the loan. The effective interest rate on the loan was calculated as 68.4%. There are no financial covenants that the Company is required to maintain.

	2011 Issuances

	In May 2011, the existing $300,000 convertible debenture and related warrants were cancelled and exchanged for a 16.0% senior convertible debenture due December 1, 2012 in a private placement. Interest expense for the year ended December 31, 2011 was $57,441 which is comprised of $9,247 in cash interest at the stated rate, $37,555 in amortization of discount and $10,639 in amortization of debt issuance cost. As a result of the transaction, the Company recognized a loss on extinguishment of debt of $16,923.

	During the year ended December 31, 2011, the Company completed sales through private placements to accredited investors of 16.0% senior convertible debentures for an aggregate principal amount of $1,865,384 (before deducting expenses and fees related to the private placements). The proceeds from the private placements included the cancellation of a $300,000 convertible debenture and related warrants resulting in cash gross proceeds of an aggregate of $1,565,384 from these private placements. The Company incurred an aggregate total of $222,543 in cash fees and expenses related to the private placements resulting in cash net proceeds of an aggregate of $1,342,841 from the private placements. The debentures are convertible into shares of the Company’s common stock at an initial conversion price of $1.26 per share for an aggregate total of 1,480,469 common shares on an as converted basis, subject to adjustment. A consent and waiver was obtained from the majority of the Series A and C Preferred holders and a waiver was obtained from a majority of the Series B Preferred holders as required in the certificate of designation. From September 2012 through February 2013, all of the investors in 2011 private placements consented to a partial anti-dilution adjustment in conversion price per share to $0.90 per share in the event of the minimum offering being achieved in a private placement of common stock and warrants. In February 2013, the minimum offering was achieved resulting in an adjusted conversion price of $0.90 per share for a total of 2,072,654 common shares on an as converted basis, subject to adjustment for stock dividends, stock splits and related distributions (see Note 4 for further details).

	The debenture maturity dates ranged from December 2012 to May 2013 with two periodic redemptions of twenty-five percent (25%) of the original principal amount, plus any unpaid interest and a final redemption of fifty percent (50%) of the original principal amount plus any unpaid interest due at maturity. The Company had the option to pay all or part of the initial twenty-five percent (25%) redemption amount due with shares of the Company’s common stock, subject to certain Equity Conditions, as defined in the loan agreement. These Equity Conditions include, among others, the Company’s compliance with honoring all conversions and redemptions, payment of all liquidated damages of the debenture, an effective registration to allow for resale of the common shares and the ability to resell such common pursuant to Rule 144.

	In June and July 2012, six debenture holders entered into amendment agreements to extend the periodic redemption dates and maturity dates for an aggregate of $665,384 in debentures by one year. The Company evaluated the modifications by computing the discounted cash flows of the existing loan and comparing them to the discounted cash flows of the changed loan. If the difference in the present value between the existing loan and the changed loan was 10% or greater, then the loan is substantially different which requires extinguishment accounting treatment. As a result of the modification of the debenture terms, the Company recognized a loss on extinguishment of debt of $75,585 related to the June and July 2012 amendments.

	In September 2012, a holder of three debentures entered into an amendment agreement to extend the periodic redemption dates and maturity dates of an aggregate total of $700,000 in debentures. The extended periodic redemptions of $175,000 were due in June 2013 and September 2013 with $350,000 plus any accrued interest is due at maturity on December 1, 2013. As a result of the modification of the debenture terms, the Company recognized a loss on extinguishment of debt of $14,620.

	Due to our current financial condition, we did not make the periodic redemption payments of $125,000 due on June 1, 2012 and September 1, 2012 and the final payment due of $250,000 on or before December 1, 2012 to three convertible debenture holders that did not extend. Upon default, amounts owed become immediately payable to the debenture holder upon issuance of a notice of default. All of the debenture holders have issued a notice of default relating to our failure to make the periodic redemption payments on June 1, 2012 or September 1, 2012 and the final payment of $250,000 due on December 1, 2012 under the debenture agreement. Amounts are listed as current at September 30, 2013 and December 31, 2012.

	The table below summarizes the debenture obligations related to the 2011 private placements as of September 30, 2013:

	Debenture		Periodic Redemption Dates		Principal Amount			Periodic			Due at Maturity
	Maturity Date							Redemption
								Amounts

	Dec-12		Jun-12	Sep-12	$	500,000		$	125,000		$	250,000
	Dec-13		Jun-13	Sep-13		700,000			175,000			350,000
	Jan-14		Jul-13	Oct-13		25,000			6,250			12,500
	May-14		Nov-13	Feb-14		640,384			160,096			320,192
					$	1,865,384		$	466,346		$	932,692

As part of the 2011 private placements, the investors received warrants to purchase an aggregate of 1,776,560 shares of the Company’s common stock. The warrants are exercisable for a period of three years from the date of issuance at an initial exercise price of $1.512, subject to adjustment. The investor may exercise the warrant on a cashless basis if the shares of common stock underlying the warrant are not then registered pursuant to an effective registration statement. The outstanding warrants are subject to certain anti-dilution protection clauses which provide exercise price adjustments in the event that any common stock or common stock equivalents are issued at an effective price per share that is less than the exercise price per share. Accordingly, the fair value of the stock warrants is classified as a warrant liability on the accompanying consolidated balance sheets. As part of the June, July, and September amendments, the exercise period of warrants to purchase an aggregate of 1,300,368 shares of the Company’s common stock was increased from three years to five years.

The Company recorded the transactions by first allocating the fair value of the warrants of $537,154 to warrant liability and discount on debt (see Note 5 Stock Warrants for further details). The Company then separately valued the embedded beneficial conversion feature present in convertible securities as the difference, as of the commitment date, between the amount allocated to the convertible debenture and the fair value of the common stock underlying the convertible security. The embedded beneficial conversion feature was valued at $287,429 separately, and was recognized by allocating to additional paid-in capital and discount on debt.

The total gross discount on the debenture issuance was $824,584, which will be amortized on a straight line basis over the respective term of the debentures. The weighted average effective interest rate was calculated as 55.0%. There are no financial covenants that the Company is required to maintain.

As a result of the June, July and September modifications, the Company recorded the transactions by first allocating the fair value of the warrants of $396,186 to warrant liability and discount on debt (see Note 5 Stock Warrants for further details). The Company then separately determined if an embedded beneficial conversion feature was present by comparing the difference, as of the commitment date, between the amount allocated to the convertible debenture and the fair value of the common stock underlying the convertible security which did not result in a beneficial conversion feature. The gross discount on the debentures of $396,186 will be amortized over the respective term of the debentures. The new weighted average effective interest rate was calculated as 47.3%. There are no financial covenants that the Company is required to maintain.

2012 Issuances

In January 2012, the Company completed a sale in a private placement to an accredited investor for a 16.0% senior convertible debenture due May 30, 2012 for an aggregate principal amount of $50,400 (before deducting expenses and fees related to the private placement) with periodic redemptions of $12,600 due in November 2012 and February 2013, plus any unpaid interest. The Company has the option to pay all or part of the November 2012 periodic redemptions with shares of the Company’s common stock, subject to certain Equity Conditions, as defined in the loan agreement. These Equity Conditions include, among others, the Company’s compliance with honoring all conversions and redemptions, payment of all liquidated damages of the debenture, an effective registration to allow for resale of the common shares and the ability to resell such common pursuant to Rule 144. A consent and waiver was obtained from the majority of the Series A Preferred holders and a waiver was obtained from a majority of the Series B Preferred holders as required in the certificate of designation. The debentures are convertible into shares of the Company’s common stock at an initial conversion price of $1.26 per share for a total of 40,000 common shares on an as converted basis, subject to adjustment. In June 2012, the Company entered into an amendment of the convertible debenture agreement, in which the term of the loan was modified and extended by one year. In September 2012, the investor consented to a partial anti-dilution adjustment in conversion price per share to $0.90 per share in the event of the minimum offering being achieved in a private placement of common stock and warrants. In February 2013, the minimum offering was achieved resulting in an adjusted conversion price of $0.90 per share for a total of 56,000 common shares on an as converted basis, subject to adjustment for stock dividends, stock splits and related distributions (see Note 4 for further details).

As part of the private placement, the investor received a warrant to purchase 48,000 shares of the Company’s common stock. The warrant is exercisable for a period of three years from the date of issuance at an initial exercise price of $1.512, subject to adjustment. The investor may exercise the warrant on a cashless basis if the shares of common stock underlying the warrant are not then registered pursuant to an effective registration statement. The outstanding warrants are subject to certain anti-dilution protection clauses which provide exercise price adjustments in the event that any common stock or common stock equivalents are issued at an effective price per share that is less than the exercise price per share. Accordingly, the stock warrants are classified as a warrant liability on the accompanying consolidated balance sheet as of September 30, 2013 and December 31, 2012. As part of the June 2012 amendment, the Company extended the exercise term of the warrants to five years.

The gross discount on the debenture issuance was $6,741, which is amortized on a straight line basis over the seventeen (17) month term of the loan. The effective interest rate on the debenture was initially calculated as 25.5%. As a result of the modification of the terms of the debenture, a new effective interest rate was calculated as 21.6%. There are no financial covenants that the Company is required to maintain.

In July 2012, the Company completed a sale in a private placement to an accredited investor for a 16.0% senior convertible debenture for an aggregate principal amount of $300,000 (before deducting expenses and fees related to the private placement) due in December 2013 with periodic redemptions of $75,000 due in June 2013 and September 2013, plus any unpaid interest. The Company has the option to pay all or part of the June 2013 periodic redemptions with shares of the Company’s common stock, subject to certain Equity Conditions, as defined in the loan agreement. These Equity Conditions include, among others, the Company’s compliance with honoring all conversions and redemptions, payment of all liquidated damages of the debenture, an effective registration to allow for resale of the common shares and the ability to resell such common pursuant to Rule 144. A consent and waiver was obtained from the majority of the Series A and C Preferred holders and a waiver was obtained from a majority of the Series B Preferred holders as required in the certificate of designation. The debentures are convertible into shares of the Company’s common stock at an initial conversion price of $1.26 per share for a total of 238,096 common shares on an as converted basis, subject to adjustment. In September 2012 and February 2013, the investor consented to a partial anti-dilution adjustment in conversion price per share to $0.90 per share in the event of the minimum offering being achieved in a private placement of common stock and warrants. In February 2013, the minimum offering was achieved resulting in an adjusted conversion price of $0.90 per share for a total of 333,334 common shares on an as converted basis, subject to adjustment for stock dividends, stock splits and related distributions (see Note 4 for further details).

As part of the private placement, the investor received a warrant to purchase 285,716 shares of the Company’s common stock. The warrant is exercisable for a period of five years from the date of issuance at an initial exercise price of $1.512, subject to adjustment. The investor may exercise the warrant on a cashless basis if the shares of common stock underlying the warrant are not then registered pursuant to an effective registration statement. The outstanding warrants are subject to certain anti-dilution protection clauses which provide exercise price adjustments in the event that any common stock or common stock equivalents are issued at an effective price per share that is less than the exercise price per share. Accordingly, the stock warrants are classified as a warrant liability on the accompanying consolidated balance sheet as of September 30, 2013 and December 31, 2012.

The gross discount on the debenture issuance was $108,838, which will be amortized on a straight line basis over the seventeen (17) month term of the loan. The effective interest rate on the debenture was calculated as 52.8%. There are no financial covenants that the Company is required to maintain.

The table below summarizes unsecured convertible debentures and related debt discounts as of September 30, 2013:

		Related Party			Unrelated			Total

Current		$	550,400		$	2,415,384		$	2,965,784
Non-current			-			-			-

Total		$	550,400		$	2,415,384		$	2,965,784

Less unamortized debt discount			(4,309	)		(107,051	)		(111,360	)

		$	546,091		$	2,308,333		$	2,854,424

The carrying value of the unsecured debentures is presented, net of total unamortized discount of $111,360 as of September 30, 2013. Amortization of the debt discount was recorded as interest expense which is calculated on a straight line basis over the life of the loan, which approximates the effective interest method.

Interest expense related to the unsecured convertible debentures for the nine months ended September 30, 2013 and 2012 was $658,893 and $967,691, respectively.

As of January 25, 2013, all of the convertible debenture holders consented to the acceptance of a partial ratchet anti- dilution adjustment of $0.90 per common share. In February 2013, the Company achieved the minimum offering required in the private placement resulting in an increase of an aggregate of 990,844 common shares upon conversion of all convertible notes.

Secured Debt

In September 2010, the Company entered into a secured loan agreement with our primary wholesaler. Under the terms of this agreement, the Company received a two (2) year loan of $400,000 with an adjustable interest rate of prime plus 3.00% per annum, with interest payable monthly. Monthly payment requirements are $5,000 per month for eight consecutive months, followed by eight consecutive monthly principal reductions of $10,000, followed by seven consecutive monthly principal reductions of $15,000, with remaining principal and interest due September 1, 2012. The proceeds from the note were simultaneously exchanged for $400,000 in outstanding vendor invoices. The note is secured by all of the assets of the Company and its subsidiaries through UCC-1 filings. This loan was subsequently refinanced in February 2013.

In February 2013, the Company entered into a secured loan agreement with our primary wholesaler. Under the terms of this agreement, the Company received a one (1) year loan of $3,828,527 with an interest rate of 6.25% per annum, with interest payable monthly. Monthly payment requirements are $27,000 per month for four consecutive months, followed by four consecutive monthly payments of $37,000, followed by three consecutive monthly payments of $42,000, with remaining principal and interest due February 1, 2014. The proceeds from the note were simultaneously exchanged for $3,534,793 in outstanding vendor invoices and $293,734 in a secured note payable with the same primary wholesaler. The note is secured by all of the assets of the Company and its subsidiaries through UCC-1 filings. The secured loan was subsequently extended with monthly payment requirements of $42,000, with remaining principal and interest due February 1, 2016. Due to our financial condition, we have been unable to make the scheduled payments beginning with the July 1, 2013 payment due. Management is attempting to renegotiate the payment terms of the agreement, but no can provide no assurances that the negotiations will be successful.

As of September 30, 2013, the outstanding principal balance on the note was $3,796,110.

Revolving Credit Facilities

Brockington Securities, Inc. - Revolver

In March 2009, the Company entered into a Revolving Line of Credit Agreement with Brockington Securities Inc., a related party, for a credit limit of $300,000 with a term of one year bearing interest of 12.0% per annum. Under the terms of the agreement, the Company could request for advance from time to time, provided, however, any requested advance will not, when added to the outstanding principal advanced of all previous advances, exceed the credit limit. The Company could repay accrued interest and principal at any time, however no partial repayment would relieve the Company of the obligation of the entire unpaid principal together with any accrued interest and other unpaid charges. There are no financial covenants that the Company is required to maintain.

The agreement has been subsequently extended. The latest extension occurred in July 2012, pursuant to a Modification and Extension Agreement to the Revolving Line of Credit Agreement dated March 10, 2009, in which the term of the loan was modified and the maturity date of the loan was extended to June 30, 2014 by mutual consent. All additional terms of the loan remain unchanged and the Company was not in violation of any provisions of the loan agreement.

In November 2012, the Company entered into a Modification Agreement to the Revolving Line of Credit Agreement dated March 10, 2009, in which the credit limit was modified and increased from $300,000 to $500,000.

As of September 30, 2013, the outstanding balance on the revolving line was $477,000 with remaining availability of $23,000.

Other Notes and Debt

TPG, L.L.C. Agreement

On December 15, 2006, the Company entered into a Share Purchase Agreement (the “Share Agreement”) with TPG pursuant to which the Company purchased 49 shares of common stock of API for 50,000 shares of common stock of the Company and a $460,000 note payable. The note is payable in $5,000 monthly installments through November 2007 and $15,000 monthly installments with the remaining balance due at maturity, February 15, 2009. The note is secured by a security interest in the 49 shares of API common stock.

In January 2011, the parties entered into a second amendment to the Share Agreement between Assured Pharmacy, Inc. (“Buyer”) and TPG, LLC (“Seller”). The maturity date of the note was extended from February 2009 to July 2012 and all prior defaults, late fees or other claims for obligations of Buyer that may have accrued have been waived. As part of the amendment, the Company also agreed to an exclusive venue specified by Seller for any and all disputes arising out of or relating to this second amendment.

In June 2012, the parties entered into a third amendment to the Share Agreement between Assured Pharmacy, Inc. (“Buyer”) and TPG, LLC (“Seller”). The maturity date of the note was extended from July 2012 to July 2013 and all prior defaults, late fees or other claims for obligations of Buyer that may have accrued have been waived.

The outstanding balance of $205,000 together with accrued interest at the rate of prime plus 2% per annum commencing from December 15, 2006, is payable as follows:

(a)	Twelve (12) consecutive monthly installments of $10,000 on or before the 15th of each month commencing in July 2012 through June 2013.

(b)	Remaining balance, including all interest due, payable on or before July 15, 2013.

As of September 30, 2013, the outstanding principal balance on the loan was $242,872. Due to our current financial condition, we did not make the monthly installment payments of $10,000 due September 15, 2012 through June 15, 2013 and were unable to make the $213,091 payment due to TPG which includes principal and interest on or before July 15, 2013. TPG has not issued a notice of default relating to our failure to make the monthly installment payments of $10,000 or the $213,091 final payment as required under the Purchase Agreement. Management is attempting to renegotiate the payment terms of the agreement, but no can provide no assurances that the negotiations will be successful.


Other Agreements and Obligations

Primary Drug Wholesaler Security Interest

As part of our vendor terms and conditions with our primary drug wholesaler, our outstanding trade account balance is secured by all of the assets of the Company and it’s subsidiaries through UCC-1 Lien filings. The Company’s outstanding trade accounts payable balance with our wholesaler as of September 30, 2013 and December 31, 2012 was approximately $30,000 and $3.5 million, respectively.

EQUITY_TRANSACTIONS

EQUITY TRANSACTIONS	9 Months Ended
EQUITY TRANSACTIONS	Sep. 30, 2013
Notes to Financial Statements	'
EQUITY TRANSACTIONS	'
	Preferred Stock Series – A, B & C

	The Company has authorized 5,000,000 shares of preferred stock, with 2,830 shares designated to Series A Preferred and 7,745 shares designated to Series B Preferred and 813 shares designated to Series C Preferred.

	The Series A Preferred and Series C Preferred rank senior to the Series B Preferred which ranks senior to the Company’s common stock with respect to the payment of any dividends and amounts upon liquidation or dissolution. Except as required by law, the shares of preferred stock shall be voted together with the shares of common stock and not as a separate class. In addition, so long as 35% of the aggregate amount of the shares of Series A Preferred and Series C Preferred are outstanding, the holders of the outstanding shares voting together as a separate class are entitled to elect up to four directors to the Board and separately vote on a number of defined material actions typically requiring Board approval. Respectively, holders of shares of Series A, B and C Preferred have anti-dilution protections for sale of stock below conversion rate and stock splits and other similar pro rata events.

	Preferred Stock Private Placements

	In June 2009, in a private placement pursuant to the Purchase Agreement dated February 9, 2009, with Mosaic Private Equity Fund (U.S.), L.P. (“MPE”), Mosaic Financial Services, LLC (“MFS”) and Mosaic Private Equity (III), Ltd., (“MPE III”), (collectively “Mosaic”), a related party (see Note 7 for further details), the Company agreed to sell 1,330 shares of its Series A Preferred and common stock purchase warrants to purchase an aggregate of 1,083,334 shares of its common stock for an aggregate purchase price of $1.3 million, of which $750,000 was paid by the cancellation of secured indebtedness of the Company owed to MFS, with the remaining $580,000 to be paid in cash.

	In February and March 2013, the Company issued a total of 60 shares of Series A Preferred at $1,000 per share for a total of $60,000 to Mosaic under the existing 2009 Securities Purchase agreement. The Company has issued a total of 559 shares of Series A Preferred for $558,500 under the 2009 Securities Purchase agreement. The net proceeds of the sales were used for general working capital purposes. Each share of Series A Preferred was initially convertible into 695 shares of common stock, but was subsequently adjusted in February 2013 to 900 shares of common stock. As of September 30, 2013, no shares of Series A Preferred have been converted into common stock.

	In May 2010, we filed a Certificate of Designation to designate 813 shares of the Company’s preferred stock in Series C Preferred. The rights of the Series C Preferred are identical to Series A Preferred and each share of Series C Preferred was initially convertible into 556 shares of the Company’s common stock. Subsequently, the Company issued 813 shares of the Company’s Series C Preferred at a price of $1,000 per share to an existing vendor.

	In February 2013, each share of Series A, B and C Preferred became convertible into 900 shares of the Company’s common stock as a result of the agreed upon partial ratchet anti-dilution adjustment relating to the January 2013 private placement of common stock.

	The table below summarizes the Company’s outstanding convertible preferred stock as of September 30, 2013 and December 31, 2012:

			30-Sep-13											31-Dec-12

	Convertible Preferred Stock		Number of				Number of				Weighted			Number of				Number of				Weighted
			Preferred Shares				Common Shares				Average			Preferred Shares				Common Shares				Average
							if Converted				Conversion Price							if Converted				Conversion Price

	Series A Preferred			1,466				1,629,006			$	0.9			1,406				1,292,492			$	1.09
	Series B Preferred			5,124				5,693,344			$	0.9			5,384				2,993,504			$	1.8
	Series C Preferred			813				902,778			$	0.9			813				451,750			$	1.8
	Total			7,403				8,308,451			$	0.9			7,603				4,737,746			$	1.6

	Common Stock

	In May 2012, the Company’s Board of Directors (“the Board”) and a majority of the Company’s shareholders approved an amended and restated articles of incorporation effectuating an increase in the number of authorized common shares of the Company from 16,666,667 to 35,000,000. As required, a consent and waiver was obtained from the majority of the Series A and Series C Preferred holders in accordance with the certificate of designation.

	In January 2013, we initiated a securities offering through a private placement for a minimum of 10 units of securities for a minimum of $250,000 and a maximum of 80 units for a maximum of $2,000,000 (subject to increase as much as 100 units for $2,500,000 to cover over-allotments, if any). Each unit consists of (a) 38,462 shares of common stock, valued at $0.65 for $25,000 and (b) 38,462 warrants with an initial exercise price of $0.90 per share. If the maximum offering of 80 units is sold, Assured would have issued an aggregate of 3,076,960 shares of common stock and 3,076,960 warrants in such units. The Company shall have paid the placement agent cash commissions equal to 10% of the gross proceeds received by the Company in this offering and three year warrants to purchase that number of shares of common stock equal to 10% of the aggregate number of shares of common stock and warrant shares included in the units sold in the offering (615,392 shares if all 80 units are sold and 769,240 shares if the over-allotment is exercised in full). The outstanding common stock related to the private placement is subject to certain anti-dilution protection clauses which provide exercise price adjustments in the event that any common stock or common stock equivalents are issued at an effective price per share that is less than the exercise price per share. The Company also agreed that the 38,462 shares of common stock and the 38,462 warrants included in the units are subject to increase, and the $0.65 per share value and the $0.90 warrant exercise prices are subject to decrease, in each case based on the level of the Company’s consolidated net revenues that are derived during our 2013 fiscal year (the “Make-Whole Adjustments”). Such Make-Whole Adjustments are as follows:

	Share Price	Warrant Exercise Price	Adjusted Shares per Unit	Adjusted Warrants per Unit	Consolidated 2013 Revenues
	$0.65	$0.90	None	None	$21,850,000 or above
	$0.60	$0.85	41,667	41,667	From $20,700,000 to $21,849,999
	$0.55	$0.80	45,455	45,455	From $19,550,000 to $20,699,999
	$0.50	$0.75	50,000	50,000	From $18,400,000 to $19,549,999
	$0.45	$0.70	55,556	55,556	From $17,250,000 to $18,399,999
	$0.40	$0.65	62,500	62,500	Less than $17,250,000

	Each warrant has a term of three years and may be exercised at an initial exercise price of $0.90 per warrant share; which exercise price is, in addition to the potential Make-Whole Adjustment, subject to certain weighted average and other anti-dilution adjustments as provided in the form of warrant. The warrants may only be exercised for cash. However, as provided in the Registration Rights Agreement, after a date which shall be 180 days following the Final Closing Date, there will be a cashless exercise option available to the warrant holders at any time during which a registration statement providing for the resale of the warrant shares is not effective, unless the warrant shares may then be freely tradable without limitation pursuant to an exemption from the registration requirements under the Securities Act.

	A consent and waiver was obtained from the majority of the Series A and C preferred holders and a waiver was obtained from a majority of the Series B preferred holders as required in the certificate of designation and a waiver was obtained from all convertible debenture holders that were required. As part of the waiver, the Series A, B, and C preferred holders and 100 percent of the applicable convertible debenture holders agreed to waive anti-dilution adjustments which the consenting holder may be entitled under their respective agreements and accept a partial ratchet anti-dilution adjustment with a decrease in the conversion price of $0.90 per share of the Company securities for this private placement if the minimum unit threshold is met.

	From February 2013 to the closing of the private placement in May 2013, the Company completed sales in a private placement to accredited investors for thirty-four and four tenths (34.4) common stock units for a total of 1,323,093 shares of common stock at an aggregate purchase price of $860,000 (before deducting expenses and fees related to the private placement). The Company paid cash fees of $32,800 to the placement agent and issued 50,462 warrants with an exercise price of $0.90 and 50,462 warrants with an exercise price of $0.65 to the placement agent per the agreement. In addition, the Company paid $13,010 in legal and the closing costs on this transaction. The net proceeds of the private placement were used to pay down our outstanding balance with our primary wholesaler and general working capital purposes. As part of the private placement, the investors also received warrants to purchase an aggregate of 1,323,093 shares of the Company’s common stock at an exercise price of $0.90 per share.

	Stock Warrants

	In connection with the issuance of shares of Series A Preferred to Mosaic in 2009, the Company also issued warrants to purchase shares of common stock. The holder has the right to purchase up to 1,083,334 shares of our common stock at an exercise price equal to $0.09 per share, subject to certain adjustments for stock splits and other similar pro rata events. The warrants may be exercised on a cashless basis at any time until June 30, 2019. As of September 30, 2013, no warrants have been exercised.

	The gross value of the warrants was determined using the Black-Scholes option pricing model using the following assumptions on the issuance date: expected stock price volatility of 441.2%, risk free rate of return of 3.5%; dividend yield of 0%, and a ten (10) year term. The net value of the warrant was recorded based on its relative value of $420,487, net of related offering costs on a pro rata basis for all shares involved.

	As part of the private placements of convertible debentures and conversion of the 2010 secured debt in 2011, the investors received warrants to purchase an aggregate total of 2,014,655 shares of the Company’s common stock (see Note 3 for further details). The warrants are exercisable for a period of three years from the date of issuance at an initial exercise price of $1.512, subject to adjustment. The estimated fair value of these warrants was determined to be $639,189 using the Lattice stock option pricing model on the issuance date, assuming that there will be no dividends, using the applicable exercisable periods, a risk-free interest rate range of (0.33% - 0.93%), and an expected stock volatility range of (65.3% - 82.1%). The investor may exercise the warrant on a cashless basis if the shares of common stock underlying the warrant are not then registered pursuant to an effective registration statement. The outstanding warrants are subject to certain anti-dilution protection clauses which provide exercise price adjustments in the event that any common stock or common stock equivalents are issued at an effective price per share that is less than the exercise price per share. Accordingly, the stock warrants are classified as a warrant liability on the accompanying consolidated balance sheets as of September 30, 2013 and December 31, 2012.

	As part of the modifications to the 2011 convertible debentures in June, July and September 2012, the exercise period of warrants to purchase an aggregate total of 1,300,368 shares of the Company’s common stock (see Note 3 for further details) were extended from three to five years from the date of issuance at an initial exercise price of $1.512, subject to adjustment.

	As part of the private placements of convertible debentures in November 2011, the placement agents received warrants to purchase an aggregate total of 129,412 shares of the Company’s common stock (see Note 3 for further details). The warrants are exercisable for a period of three years from the date of issuance at an initial exercise price of $1.26 and $1.52 for 58,824 and 70,588 shares, respectively, subject to adjustment. The estimated fair value of these warrants was determined to be $10,755 using the Lattice stock option pricing model on the issuance date, assuming that there will be no dividends, using the applicable exercisable periods, a risk-free interest rate of 0.41%, and an expected volatility of 65.3%. The placement agent may exercise the warrant on a cashless basis if the shares of common stock underlying the warrant are not then registered pursuant to an effective registration statement. The outstanding warrants are subject to certain anti-dilution protection clauses which provide exercise price adjustments in the event that any common stock or common stock equivalents are issued at an effective price per share that is less than the exercise price per share. Accordingly, the stock warrants are classified as a warrant liability on the accompanying consolidated balance sheets as of September 30, 2013 and December 31, 2012.

	As part of the private placement of convertible debentures in January 2012, the investor received warrants to purchase a total of 48,000 shares of the Company’s common stock (see Note 3 for further details). The warrants are exercisable for a period of three years from the date of issuance at an initial exercise price of $1.512, subject to adjustment. The estimated fair value of these warrants was determined to be $6,741 using the Lattice stock option pricing model on the issuance date, assuming that there will be no dividends, using the applicable exercisable periods, a risk-free rate of return of 0.40%, and an expected stock volatility of 62.2%. As part of the June 2012 amendment to the debenture agreement, the exercise period of the warrants were extended from three years to five years. The investor may exercise the warrant on a cashless basis if the shares of common stock underlying the warrant are not then registered pursuant to an effective registration statement. The outstanding warrants are subject to certain anti-dilution protection clauses which provide exercise price adjustments in the event that any common stock or common stock equivalents are issued at an effective price per share that is less than the exercise price per share. Accordingly, the stock warrants are classified as a warrant liability on the accompanying consolidated balance sheets as of September 30, 2013 and December 31, 2012.

As part of the private placement of convertible debentures in July 2012, the investor received warrants to purchase a total of 285,716 shares of the Company’s common stock (see Note 3 for further details). The warrants are exercisable for a period of five years from the date of issuance at an initial exercise price of $1.512, subject to adjustment. The estimated fair value of these warrants was determined to be $108,838 using the Lattice stock option pricing model on the issuance date, assuming that there will be no dividends, using the applicable exercisable periods, a risk-free rate of return of 0.62%, and an expected stock volatility of 100.7%. The investor may exercise the warrant on a cashless basis if the shares of common stock underlying the warrant are not then registered pursuant to an effective registration statement. The outstanding warrants are subject certain anti-dilution protection clauses which provide exercise price adjustments in the event that any common stock or common stock equivalents are issued at an effective price per share that is less than the exercise price per share. Accordingly, the stock warrants are classified as a warrant liability on the accompanying consolidated balance sheets as of September 30, 2013.

In conjunction with the 2013 private placement of common stock, all of the Company's convertible debenture holders consented to the acceptance of a partial ratchet anti-dilution adjustment of $0.90 per common share. In February 2013, the Company achieved the minimum offering required in the private placement resulting in an increase of an aggregate total of 1,669,056 warrants to our convertible debenture holders and placement agent.

As part of the 2013 private placement of common stock ending in May 2013, the investors also received warrants to purchase an aggregate of 1,323,093 shares of the Company’s common stock. Each warrant has a term of three years and may be exercised at an initial exercise price of $0.90 per warrant share; which exercise price is, in addition to the potential Make-Whole Adjustment, subject to certain weighted average and other anti-dilution adjustments as provided in the form of warrant. The warrants may only be exercised for cash. However, as provided in the Registration Rights Agreement, after a date which shall be 180 days following the Final Closing Date, there will be a cashless exercise option available to the warrant holders at any time during which a registration statement providing for the resale of the warrant shares is not effective, unless the warrant shares may then be freely tradable without limitation pursuant to an exemption from the registration requirements under the Securities Act. The estimated fair value of these warrants was determined to be $243,055 using the Lattice stock option pricing model on the issuance date, assuming that there will be no dividends, using the applicable exercisable periods, a risk-free rate of return range of 0.30% - 0.40% , and an expected stock volatility range of 56.05-60.10%. The investor may exercise the warrant on a cashless basis if the shares of common stock underlying the warrant are not then registered pursuant to an effective registration statement. The outstanding warrants are subject certain anti-dilution protection clauses which provide exercise price adjustments in the event that any common stock or common stock equivalents are issued at an effective price per share that is less than the exercise price per share. Accordingly, the stock warrants are classified as a warrant liability on the accompanying consolidated balance sheets as of September 30, 2013.

As part of the 2013 private placement of common stock ending in May 2013, the placement agent received warrants to purchase an aggregate of 100,924 shares of the Company’s common stock. Each warrant has a term of five years and may be exercised at initial exercise prices of $0.65 and $0.90 per warrant share; which exercise price is, in addition to the potential Make-Whole Adjustment, subject to certain weighted average and other anti-dilution adjustments as provided in the form of warrant. The warrants may only be exercised for cash. However, as provided in the Registration Rights Agreement, after a date which shall be 180 days following the Final Closing Date, there will be a cashless exercise option available to the warrant holders at any time during which a registration statement providing for the resale of the warrant shares is not effective, unless the warrant shares may then be freely tradable without limitation pursuant to an exemption from the registration requirements under the Securities Act. The estimated fair value of these warrants was determined to be $32,845 using the Lattice stock option pricing model on the issuance date, assuming that there will be no dividends, using the applicable exercisable periods, a risk-free rate of return of 1.41%, and an expected stock volatility of 81.2%. The investors may exercise the warrant on a cashless basis if the shares of common stock underlying the warrant are not then registered pursuant to an effective registration statement. The outstanding warrants are subject certain anti-dilution protection clauses which provide exercise price adjustments in the event that any common stock or common stock equivalents are issued at an effective price per share that is less than the exercise price per share. Accordingly, the stock warrants are classified as a warrant liability on the accompanying consolidated balance sheets as of September 30, 2013.

Expected Stock Volatility

Volatility is a measure of the tendency of investment returns to vary around a long-term average rate. Historical volatility is an appropriate starting point for setting this assumption. Companies should also consider how future experience may differ from the past. This may require using other factors to adjust historical volatility, such as implied volatility, peer-group volatility and the range and mean-reversion of volatility estimates over various historical periods. The peer-group utilized consisted of nine companies in 2011, in the same or similar industries as the Company. In addition, if a best estimate cannot be made, management should use the mid-point in the range of reasonable estimates for volatility. The Company estimates the volatility of its common stock in conjunction with the Company’s issuance of financing instruments and volatility is calculated utilizing the historical and estimated future volatility of the Company and its peer-group.

Risk-Free Rate of Return

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option/warrant.

Expected Dividends

The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, it uses an expected dividend yield of zero.

Expected Term

The Company uses the related exercise period of the warrant or option as the expected term.

A summary of the warrants issued in connection with financing transactions is presented in the table below:

		Number				Weighted
		of Shares				Average
						Exercise Price

Outstanding and Exercisable at December 31, 2012			3,561,116			$	1.08

Granted			1,424,017			$	0.89
Exercised			-			$	-
Cancelled, forfeited or expired			-			$	-
Anti-dilution adjustments:
Initial grant			(2,477,782	)		$	1.51
Initial grant re-pricing			2,477,782			$	0.9
Additional warrants granted			1,669,056			$	0.9
Outstanding and Exercisable at September 30, 2013			6,654,189			$	0.77

The following table summarizes information about warrants outstanding and exercisable as of September 30, 2013:

					Outstanding											Exercisable

Range of					Number			Weighted					Weighted			Number			Weighted					Weighted
Exercise Price					of Shares			Average					Average			of Shares			Average					Average
								Exercise Price					Remaining						Exercise Price					Remaining
													Life (Years)											Life (Years)

	$	0.09				1,083,334			$	0.09				5.75			1,083,334			$	0.09				5.75

	$	0.65				50,462			$	0.65				4.67			50,462			$	0.65				4.67

	$	0.9				5,520,393			$	0.9				2.62			5,520,393			$	0.9				2.62

STOCK_BASED_COMPENSATION

STOCK BASED COMPENSATION	9 Months Ended
STOCK BASED COMPENSATION	Sep. 30, 2013
Notes to Financial Statements	'
STOCK BASED COMPENSATION	'
	Restricted Shares of Common Stock

	During the nine months ended September 30, 2013, the Company granted 650,000 restricted share grants to consultants as compensation for services. We subsequently terminated the contract of one consultant resulting in a forfeiture of 105,000 common shares. A summary of the activity of restricted shares of common stock for the nine months ended September 30, 2013 is as follows:

			Directors								Shares for Services

			Shares				Weighted				Shares				Weighted
							Average								Average
							Grant Date								Grant Date
							Fair Value								Fair Value

	Non-vested on Dec 31, 2012			-			$	-				-			$	-

	Granted			-				-				650,000				0.83
	Vested			-				-				(545,000	)			0.83
	Forfeited			-				-				(105,000	)			0.9

	Non-vested on September 30, 2013			-			$	-				-			$	-

	The Company recognized $283,188 and $485,391 in stock compensation expense related to restricted share grants and is included in selling, general and administrative expenses in the consolidated statement of operations for the nine months ended September 30, 2013, and 2012, respectively. As of September 30, 2013, unrecognized compensation cost related to restricted share grants was $166,562 and the related weighted-average period over which it is to be amortized is approximately seven (7) months.

	Stock Warrants

	Historically, the Company granted warrants to purchase common stock to employees and consultants as compensation for services. The Company granted an aggregate total of 1,200,000 warrants to purchase common stock to consultants during the nine month period ended September 30, 2013. We subsequently terminated the contract of one consultant resulting in the cancellation of 600,000 warrants to purchase common stock. The Company amortizes the fair value of the stock warrants to expense ratably over the related service period.

	The following table summarizes the warrants outstanding and the number of shares of common stock subject to exercise as of September 30, 2013 and the changes therein during the nine months there ended:

			Shares				Services
							Weighted
							Average
							Exercise Price

	Outstanding and Exercisable at December 31, 2012			250,000			$	1.69

	Warrants granted			1,200,000				0.65
	Warrants exercised			-				-
	Warrants expired/cancelled			(600,000	)			0.65

	Outstanding and Exercisable at September 30, 2013 (unaudited)			850,000			$	0.96

	The following table summarizes information about stock warrants outstanding and exercisable as of September 30, 2013:

					Outstanding												Exercisable

	Range of				Number				Weighted			Weighted					Number			Weighted			Weighted
	Exercise Price				of Shares				Average			Average					of Shares			Average			Average
									Exercise Price			Remaining								Exercise Price			Remaining
												Life											Life
												(Years)											(Years)

	$	0.65				600,000			$	0.65				4.56				600,000		$	0.65			4.56
	$	1.52 - $1.80				250,000			$	1.69				2.73				250,000		$	1.69			2.73

	Stock compensation expense related to stock warrants for the nine months ended September 30, 2013 and 2012 was $142,222 and $27,475, respectively. As of September 30, 2013, unrecognized compensation cost related to stock warrant awards was $21,468 and the related weighted-average period over which it is to be amortized is approximately one (1) month.

	Stock Options

	In May 2012, we adopted the Assured Pharmacy, Inc. 2012 Incentive Compensation Plan (the “2012 Incentive Plan”). The 2012 Incentive Plan is intended to provide incentives that will attract and retain the best available directors, employees and appropriate third parties who can provide us with valuable services. These purposes may be achieved through the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, performance stock awards and phantom stock awards.

	The 2012 Incentive Plan permits the grant of awards that may deliver up to an aggregate of 1,667,667 shares of common stock, further subject to limits on the number of shares that may be delivered pursuant to incentive stock options, on the shares that may be delivered on the awards to any individual in a single year and on the number of shares that may be delivered on certain awards that are performance-based awards, within the meaning of Section 162(m) of the Internal Revenue Code. Awards may vest, in time, upon the occurrence of one or more events or by the satisfaction of performance criteria, or any combination. To the extent that awards are performance based, they may be based on one or more criteria, including (without limitation) earnings, cash flow, revenues, operating income, capital reissues, or other quantifiable company, customer satisfaction or market data, or any combination. In addition to common stock, awards may also be made in similar securities whose value is derived from our common stock.

	Awards with respect to which grant, vesting, exercisability or payment depend on the achievement of performance goals and awards that are options or stock appreciation rights granted to officers and employees will be intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Internal Revenue Code. The 2012 Incentive Plan will be administered by the board of directors.

In May 2012, the Company awarded 525,000 options to purchase common stock under the 2012 Incentive Compensation Plan. The following table summarizes the stock options outstanding and the number of shares of common stock subject to exercise as of September 30, 2013 and the changes therein during the nine months then ended:

		Options Outstanding								Options Exercisable
		Shares				Weighted				Shares				Weighted
						Average								Average
						Exercise Price								Exercise Price

Outstanding at December 31, 2012			1,840,556			$	0.66				1,576,667			$	0.66

Options granted			-				-				-				-
Options vested			-				-				263,889				0.68
Options exercised			-				-				-				-
Options expired/cancelled			-				-				-				-

Outstanding at September 30, 2013			1,840,556			$	0.66				1,840,556			$	0.66

The following table summarizes information about stock options outstanding and exercisable as of September 30, 2013:

				Outstanding												Exercisable

Exercise Price				Stock				Weighted				Weighted				Stock			Weighted			Weighted
				Options				Average				Average				Options			Average			Average
				Outstanding				Exercise				Remaining				Exercisable			Exercise			Remaining
								Price				Contractual							Price			Contractual
								Per Share				Term							Per Share			Term
												in Years										in Years

$	0.6				525,000			$	0.6				8.61				525,000		$	0.6			8.61
$	0.68				1,305,556			$	0.68				7.5				1,305,556		$	0.68			7.5
$	1.26				10,000			$	1.26				6.45				10,000		$	1.26			6.45

The Company recorded $115,462 and $295,785 in stock based compensation expense related to stock options for the nine months ended September 30, 2013 and 2012, respectively. As of September 30, 2013, there was no unrecognized compensation cost related to stock option awards.

The Company has reserved at total of 2,690,556 shares of its common stock for incentive stock option and warrant awards outstanding to employees and consultants. The Company does not expect to repurchase shares during the year 2013.

RELATED_PARTY_TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 30, 2013
Notes to Financial Statements	'
RELATED PARTY TRANSACTIONS	'
	Transactions with related parties and their affiliates are made in the ordinary course of business on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other unaffiliated third parties, and do not, in the opinion of management, involve more than normal credit risk or present other unfavorable features. For the nine months ended September 30, 2013 and 2012, related parties include the following:

	●	Robert DelVecchio, an officer and a member of the board of directors of the Company and his affiliate Brockington Securities, Inc. (collectively, "DelVecchio").

	●	Mosaic Capital Advisors, LLC, directly appointed directors and owner of approximately 96% of the Company’s Series A Preferred as September 30, 2013 and December 31, 2012, respectively, and its affiliated entities Mosaic Financial Services (“MFS”), LLC, Mosaic Private Equity Fund, L.P., Mosaic Capital Management, Ltd. and its affiliated accredited investor (collectively, “Mosaic”).

	●	Pinewood Trading Company, owner of approximately 11% of the Company’s Series B Preferred as September 30, 2013 and 2012, respectively, and its managing partner Jack E. Brooks.

	Outstanding debt to related parties consisted of the following at September 30, 2013:


			DelVecchio		Mosaic		Pinewood		Total

	Notes payable - revolving		$	477,000	$	-	$	-	$	477,000
	Notes payable - short term			-		-		400,000		400,000
	Unsecured convertible debentures, net			-		500,000		46,091		546,091
	Accrued interest			18,070		194,356		8,693		221,119

			$	495,070	$	694,356	$	454,784	$	1,644,210

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2013
Notes to Financial Statements	'
COMMITMENTS AND CONTINGENCIES	'
	Legal Matters

	Providing pharmacy services entails an inherent risk of medical and professional malpractice liability. The Company may be named as a defendant in such lawsuits and become subject to the attendant risk of substantial damage awards. The Company believes it possesses adequate professional and medical malpractice liability insurance coverage. There can be no assurance that the Company will not be sued, that any such lawsuit will not exceed our insurance coverage, or that it will be able to maintain such coverage at acceptable costs and on favorable terms.

	From time to time, the Company may be involved in various claims, lawsuits, disputes with third parties, actions involving allegations of discrimination or breach of contract actions incidental to the normal operations of the business. In the opinion of management, the Company is not currently involved in any litigation which it believes could have a material adverse effect on the Company's financial position or results of operations.

	On March 18, 2011, a lawsuit was filed by Tim Chandler, Jodi Marshall, Christie Garner, the Estate of Thomas Pike, Jr., and Angie Hernandez in the Circuit Court of the State of Oregon for Multnomah County against Payette Clinics, P.C., Scott Pecora, Kelly Bell, Penny Steers and our wholly-owned subsidiaries, Assured Pharmacies Northwest, Inc. and Assured Pharmacy Gresham, Inc. The lawsuit arises from allegations that nurse practitioners at Payette Clinics, P.C. prescribed the five plaintiffs controlled substances in amounts that were excessive under the appropriate medical standard of care. Only one of the plaintiffs, Tim Chandler, brought claims against our subsidiaries. Mr. Chandler’s claims against our subsidiaries were for negligence on the basis of allegations that our subsidiaries knew or had reason to know that the prescriptions fell below the standard of care applicable to the prescription of such controlled substances but nonetheless filled the prescriptions. The plaintiffs, as a whole, submitted a prayer for $7,500,000 in damages. Mr. Chandler only seeks “an amount to be proven at trial” for noneconomic damages and unnecessary expenses. Management believes that the allegations against our subsidiaries are without merit and plans to defend this claim. We have $2,000,000 in insurance coverage for claims relating to pharmacy negligence. This lawsuit has been stayed as a result of a co-defendant in this lawsuit (Payette Clinics, P.C.) having filed for bankruptcy. The bankruptcy has since been discharged and the automatic stay lifted. The state court stay has also been lifted and the case is now proceeding. The Company has denied any liability and is vigorously defending this action.

	On May 9, 2013, a lawsuit was filed by Coventry Enterprises, LLC in the United States District Court Southern District of New York. The lawsuit arises from allegations that Assured Pharmacy breached its obligations under the $200,000 16% Senior Convertible Debenture due December 1, 2013 with Coventry Enterprises, LLC. Due to the Company’s financial condition, we have been unable to repay the $200,000 in principal and accrued interest due under the agreement. Management will continue to try to renegotiate the terms of the agreement.

	On October 25, 2013, a lawsuit was filed by Westlake Gresham North, LLC in the Circuit Court of the State of Oregon. The lawsuit arises from allegations that Assured Pharmacy Gresham, Inc. and Assured Pharmacy, Inc. are in breach of contract of a lease agreement and is claiming $123,234 in damages. Management is attempting to renegotiate the terms of the agreement.

	On August 21, 2013, AQR Opportunistic Premium Offshore Fund, L.P., and CNH Diversified Opportunities Master Account, L.P. commenced an action New York Supreme Court, County of New York, by filing a Motion for Summary Judgment in Lieu of Complaint to recover money allegedly owed by Assured Pharmacy, Inc. under tow 16% Convertible Debentures issued in and around 2011 in a private placement. Assured filed a Notice of Removal on September 19, 2013, to have the action removed to the United States District Court for the Southern District of New York which has been approved. The lawsuit is currently pending an Order on the Plaintiff’s Motion for Summary Judgment in Lieu of Complaint.

SUPPLEMENTAL_CASH_FLOW_FINANCI

SUPPLEMENTAL CASH FLOW FINANCIAL INFORMATION	9 Months Ended
SUPPLEMENTAL CASH FLOW FINANCIAL INFORMATION	Sep. 30, 2013
Notes to Financial Statements	'
SUPPLEMENTAL CASH FLOW FINANCIAL INFORMATION	'
	The supplemental disclosure requirements for the statements of cash flows are as follows:

		Nine Months Ended
		September 30,
		2013		2012

	Cash paid during the period for:

	Interest	$	214,313	$	276,697

	Non-cash investing and financing activities during the period:

	Conversion of Series A preferred into common stock	$	-	$	150,000
	Conversion of Series B preferred into common stock	$	260,000	$	25,000
	Conversion of vendor payable into secured note payable	$	3,534,793	$	-
	Cancellation of secured notes payable in refinancing	$	293,734	$	-
	Common stock warrants issued with common stock	$	243,055	$	-
	Extinguishment of convertible debentures in refinancing	$	-	$	1,265,384
	Extinguishment of stock warrants in refinancing	$	-	$	88,536
	Common stock warrants issued for placement fees	$	32,845	$	-
	Forward contract issued with common stock	$	233,131	$	-
	Common stock warrants issued with convertible debentures	$	-	$	511,765

LOSS_PER_COMMON_SHARE

LOSS PER COMMON SHARE	9 Months Ended
LOSS PER COMMON SHARE	Sep. 30, 2013
Notes to Financial Statements	'
LOSS PER COMMON SHARE	'
	The following is a reconciliation of the numerators and denominators of the basic and diluted loss per common share computations for the three and nine months then ended:

		Three Months Ended September 30,						Nine Months Ended September 30,
		2013			2012			2013			2012


	Numerator for basic and diluted loss per common share:


	Net loss to common stockholders from continuing operations, net of tax	$	(761,384	)	$	(1,430,599	)	$	(3,234,702	)	$	(3,524,428	)

	Net loss from discontinuing operations, net of tax	$	(75,921	)	$	32,590		$	(583,138	)	$	(33	)

	Net loss to common stockholders	$	(837,305	)	$	(1,398,009	)	$	(3,817,840	)	$	(3,524,461	)

	Denominator for basic and diluted loss per common share:

	Weighted Average Number of Shares Outstanding		6,339,259			4,298,150			5,691,052			4,077,600

	Basic and diluted loss per common share from continuing operations	$	(0.12	)	$	(0.33	)	$	(0.57	)	$	(0.86	)

	Basic and diluted loss per common share from discontinued operations	$	(0.01	)	$	0.01		$	(0.10	)	$	(0.00	)

	Basic and diluted loss per common share	$	(0.13	)	$	(0.33	)	$	(0.67	)	$	(0.86	)

	Due to their anti-dilutive effect, the potential common shares have been excluded from the computation of diluted loss per share:

		September 30,
		2013			2012


	Warrants		7,504,189			3,811,119
	Stock options		1,840,556			1,840,556
	Convertible notes		3,295,322			2,304,478
	Series A Preferred		1,629,006			1,292,492
	Series B Preferred		5,693,344			2,993,504
	Series C Preferred		902,778			451,750

			20,865,195			12,693,899

INCOME_TAXES

INCOME TAXES	9 Months Ended
INCOME TAXES	Sep. 30, 2013
Notes to Financial Statements	'
INCOME TAXES	'
	Due to losses incurred for the nine months ended September 30, 2013 and 2012, there is no current provision for income taxes.

	The utilization of some or all of the Company’s net operating losses may be restricted in the future by a significant change in ownership as defined under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended. In addition, utilization of the Company’s California net operating losses for the years prior to 2008 may only be carried forward ten (10) years under State law. The Company’s estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts, and circumstances existing at that time, pursuant to ASC 740. ASC 740 requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. At January 1, 2007, (adoption date), and at September 30, 2013, there were no unrecognized tax benefits.

	The federal statute of limitations remains open for tax years 2009 through 2012. State jurisdictions generally have statutes of limitations ranging from three to five years. The Company is no longer subject to state income tax examinations by tax authorities for years before 2008.

	Any interest and penalties associated with tax positions taken by the Company would be recorded as a component of other expenses in the consolidated statement of operations. For the nine months ended September 30, 2013 and 2012, there were no amounts recorded for interest and penalties.

DISCONTINUED_OPERATIONS

DISCONTINUED OPERATIONS:	9 Months Ended
DISCONTINUED OPERATIONS:	Sep. 30, 2013
Notes to Financial Statements	'
DISCONTINUED OPERATIONS	'
	As a result of our financial condition and inability to secure additional funding or significantly improve our liquidity position management reevaluated its strategic plan. Management developed and implemented a plan to scale back operations. We cannot continue to support the working capital needs of four pharmacies. As a result, management has decided to close two pharmacies in order to reduce overall fixed pharmacy costs by 50% and concentrate our limited working capital to support the operations of the two remaining pharmacies we believe have the best prospects. Management considered several factors in determining which two pharmacies to close, including historical financial performance, regulatory costs, current sales prospects, geographic and physical location and strength of existing physician relationships. After consideration of these factors, management closed our Gresham and Riverside pharmacies on August 5, 2013 and August 8, 2013, respectively.

	We recorded approximately $743,317 in expenses related to the closing of the facilities which included lease costs, asset impairment and goodwill impairment in the nine months ended September 30, 2013. These closures met the discontinued operations criteria, and according is included in discontinued operations for all periods presented. The Company’s Gain or (loss) from operations of discontinued pharmacies, net of tax benefit for the three and nine months ended September 30, 2013 and 2012, respectively are detailed as follows:

		Three Months Ended September 30,					Nine Months Ended September 30,
		2013			2012		2013			2012

	Sales	$	162,806		$	2,031,215	$	2,270,536		$	6,746,419

	Cost of sales		119,864			1,570,420		1,726,658			5,385,165

	Gross profit		42,942			460,795		543,878			1,361,254

	Operating expenses		157,793			393,159		731,100			1,307,605

	Impairment of goodwill		-			-		697,766			-

	Loss from discontinued operations		(114,851	)		67,636		(884,988	)		53,649

	Other expenses
	Interest expense, net		1,950			17,497		12,147			53,700
	Income tax (benefit) expense		(40,880	)		17,549		(313,997	)		(18	)
	Gain or (loss) from operations of discontinued pharmacies, net of tax	$	(75,921	)	$	32,590	$	(583,138	)	$	(33	)

	The Company’s assets and liabilities for discontinued operations included in the consolidated balance sheet at September 30, 2013 and December 31, 2012 are detailed as follows:

		September 30,			December 31,
		2013			2012
		(Unaudited)

	ASSETS

	Current Assets
	Accounts receivable, net	$	16,470		$	343,259
	Inventories		-			211,427
	Prepaid and other current assets		9,552			12,113
	Assets of discontinued operations		26,022			566,799

	Other receivables, net		140,601			192,928
	Property and equipment, net		-			15,670
	Goodwill		-			697,766
	Assets of discontinued operations, non-current, net	$	140,601		$	906,364

	LIABILITIES

	Current Liabilities
	Accounts payable and accrued expenses		180,012			2,655,303
	Liabilities of discontinued operations	$	180,012		$	2,655,303

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS:	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
SUBSEQUENT EVENTS:	'
	The Company has performed a review of events subsequent to the financial condition date through November 11, 2013, the date the financial statements were available to be issued.

	On October 29, 2013, we filed a Proxy Statement on Schedule 14A with the Securities and Exchange Commission. The Board of Directors has submitted several actions to be taken by consent in lieu of a meeting in order to facilitate future financings including:

	1.	Amend and restate the Articles of Incorporation of the Company to increase the authorized number of shares of Common stock available for issuance from 35,000,000 to 100,000,000.
	2.	Create and designate a class of Preferred Stock called the “Series D Preferred Stock,” consisting of 15,000 shares of stock, par value $0.001 per share, and designate to such class of stock those rights as described in that certain Certificate of Designation.

	The Board of Directors believes increasing the Company’s authorized Common Stock from 35,000,000 to 100,000,000 provides greater flexibility with respect to future transactions, including joint ventures, raising capital, acquisitions and other general corporate purposes. In the event the proposed increase is approved, each additional share of Common Stock authorized by the amendment to the Articles of Incorporation will have the same rights and privileges as each share of Common Stock currently authorized or outstanding. If this proposal is rejected, the Company may have insufficient authorized and unissued outstanding shares of Common Stock to take advantage of potential business opportunities.

	The Company is increasing the number of common shares authorized to ensure there are sufficient shares available to accommodate the conversion rights of the preferred shares. The Series D Preferred Stock described below, designates that any one share of Series D Preferred Stock may, at the option of the holder, be converted at any time into 2,000 fully-paid and non-assessable shares of Common Stock.

	The Board of Directors believes it to be in the best interest of the Company to create and designate a class of Preferred Stock called the “Series D Preferred Stock,” consisting of 15,000 shares of stock, par value $0.001 per share, and designate to such class of stock those rights and preferences as described in the proposed Certificate of Designation. We believe the proposed Series D Preferred Stock rights, privileges and preferences will be highly attractive to potential investors and, if approved and designated, could raise significant capital for the Company.

	The proposed designation of the Series D Preferred Stock adversely alters and affects the rights of our Common Stockholders. Pursuant to the proposed terms of the Series D Preferred Stock, the initial investor must approve certain corporate actions of the Company, regardless of the total Common Stock votes for or against such actions. Such actions include, but are not limited to: any increase or decrease in the authorized number of shares of Common Stock or Preferred Stock; the delisting of any of the Company’s securities from the OTCQB or any national securities exchange; any redemption or repurchase with respect to the Common Stock or Preferred Stock; any liquidation, dissolution or winding-up of the business and affairs of the Company; any material modification or deviation from the Company’s annual business plan and operating budget; any payment or declaration of a dividend or other distribution on any shares of Common Stock or Preferred Stock made by the Board of Directors; and any change in the principal business of the Company. In addition to the foregoing, holders of the Series D Preferred Stock have the right to elect one director of the Company so long as at least 35% of the Series D Preferred Stock are issued and outstanding.

	Upon shareholder approval, the Company plans to issue Series D Preferred Stock to certain investors for $1,000 per share for an aggregate purchase price of up to $3,000,000. For each share of Series D Preferred Stock purchased, two five-year warrants will be issued as follows: (i) a Series A Warrant to purchase 2,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) and (ii) a Series B Warrant to purchase 2,000 shares of Common Stock.

	The Company is in negotiations with Pinewood Trading Fund, L.P. (the “Pinewood”) for the purchase of Series D Preferred Stock through a Securities Purchase Agreement (the “Transaction”). As part of the terms of the Transaction, Pinewood shall provide, at its discretion, $200,000 per month for five months beginning in August to the Company to purchase shares of Series D Preferred Stock, and has already provided $800,000 to the Company in exchange for promissory notes. Other investors shall have until November 30, 2013 to provide funding to the Company pursuant to the same Transaction terms. The Transaction is condition on the Company soliciting the holders of the unsecured debentures to tender their 16% Senior Convertible Debentures in an issuer tender offer to exchange them for one of two options which are:

	Option #1: The issuance of restricted shares of common stock for the settlement of the balance of the Eligible Debenture, which shall consist of principle plus the currently outstanding unpaid interest as of September 30, 2013, at $0.60 per share with the issuance of new warrants to purchase common stock (the “New Warrants”) at an exercise price of $0.60 per share for the first twelve (12) months following the closing date of the issuer tender offer (the “Tender Offer”) and $0.75 thereafter for the remainder of the New Warrant’s term, with such term to be an extension of the term of the Eligible Warrant by an additional three (3) years; or

	Option #2: The issuance of amended and restated debentures (the “New Debentures”) which include the principal balance plus all accrued and unpaid interest as of September 30, 2013 of the Eligible Debentures with a reduction of the interest rate from sixteen percent (16%) to ten percent (10%), the extension of the maturity date for an additional three (3) years past the Eligible Debenture’s maturity date, reduction of the conversion price to $0.75 per share, and execution of a subordination agreement pursuant to which the Company will make no further payments to the debt holders until such time as the redemption of certain Series D Preferred Stock (to be designated) has been made in full (“Subordination Agreement”) and the issuance of New Warrants, the expiration date of which shall be 3 years past the expiration date set forth in the Eligible Warrants and a reduction of the conversion price to $0.75 per share.

	In addition, Pinewood may, but is not obligated to, nominate one (1) Director to add to the Company’s existing Board currently comprised of four (4) people (for a total of five (5) directors). The Company is further restricted, precluded, and prohibited from increasing the number of directors beyond 4 (or 5 should Pinewood elect to nominate a director) without the consent of Pinewood. This gives Pinewood the ability without restriction or notice to install a board member at any time, subject to applicable law, at the Pinewoods’ sole discretion.

	On October 21, 2013, we filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission, to offer the exchange certain of its outstanding 16% Senior Convertible Debentures (the “Original Debenture” or “Eligible Debenture”) and accompanying warrants to purchase common stock (the “Eligible Warrants,” “Original Warrants” or “Eligible Warrants”) for either Option #1 or Option #2 listed above.

	The Tender Offer will expire at 11:59 p.m. (Eastern Time) on November 19, 2013 unless extended by the Company.

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2013
Summary Of Significant Accounting Policies Policies	'
Principles of Consolidation	'
	The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated.
Use of Estimates	'
	The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Significant estimates and assumptions involved include the collectability of accounts receivable, accounting for stock based compensation and other stock based payments, convertible debt issuances, the valuation of the deferred tax asset, inventory, warrant liability and long-lived asset valuation (including goodwill). Actual results could materially differ from these estimates.
Risks and Uncertainties	'
	The Company operates in a highly competitive industry that is subject to intense competition. The Company faces risks and uncertainties relating to its ability to successfully implement its business strategy. Among other things, these risks include the ability to develop and sustain revenue growth; managing and expanding operations; competition; attracting, retaining and motivating qualified personnel; maintaining and developing new strategic relationships; and the ability to anticipate and adapt to the changing markets and any changes in government regulations.

	As a result, the Company may be subject to the risk of delays in obtaining (or failing to obtain) regulatory clearance and other uncertainties, including financial, operational, technological, regulatory and other risks associated with an emerging business, including the risk of business failure.

	The Company's pharmacies are subject to licensing and regulation by the health, sanitation, safety, building and fire agencies in the state or municipality where located. Difficulties or failures in obtaining or maintaining the required licensing and/or approvals could prevent the continued operations of such pharmacies. Management believes that the Company is operating in compliance with all applicable laws and regulations.
Discontinued Operations	'
	Discontinued operations include our Gresham and Riverside pharmacies that were closed in August 2013 due to our Company’s financial condition. Management considered several factors in determining which two pharmacies to close, including historical financial performance, regulatory costs, current sales prospects, geographic and physical location and strength of existing physician relationships. After consideration of these factors, management closed our Gresham and Riverside. These closures met the discontinued operations criteria, and according is included in discontinued operations for all periods presented.
Stock-based Compensation	'
	The Company issues options and restricted shares of common stock to employees and consultants. Stock option and restricted share awards are granted at the fair market value of the Company's common stock on the date of grant.

	The Company applies the fair value recognition provisions of ASC 718 “Compensation - Stock Compensation,” for stock compensation transactions. This requires companies to measure and recognize compensation expense for all share-based payments at fair value. The total applicable compensation cost is amortized on a straight-line basis over the requisite service period, which is generally the vesting period.

	For the nine months ended September 30, 2013 and 2012, the Company recognized $540,872 and $808,651 respectively, in compensation expense which is included in selling, general and administrative expenses in the accompanying consolidated statements of operations.
Fair Values of Financial Instruments	'
	Management believes that the carrying amounts of the Company's financial instruments, consisting primarily of cash, accounts receivable, accounts payable and accrued expenses approximated their fair values at September 30, 2013 and December 31, 2012, due to their short-term nature.

	The Company measures certain financial liabilities (warrant liability and forward contract liability) at fair value on a recurring basis. The Company follows a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to measurements involving significant unobservable inputs (Level 3). The three levels of the fair value hierarchy are as follows:

	Level 1	Measurements are quoted prices (unadjusted) in active markets for identical assets or liabilities that the company has the ability to access at the measurement date.

	Level 2	Measurements are inputs other than quoted prices included in Level 1 that are observable either directly or indirectly.

	Level 3	Measurements are unobservable inputs.

	The fair value of the warrant liability of $289,125 as of September 30, 2013 and $274,605 as of December 31, 2012, respectively, was measured using Level 3 measurements.

	Management also believes that the September 30, 2013 and December 31, 2012 interest rates associated with the notes payable approximates the market interest rates for these types of debt instruments and as such, the carrying amount of the notes payable approximates their fair value.
Common Stock Warrant Liability	'
	The Company accounts for its common stock warrants under ASC 480, “Distinguishing Liabilities from Equity,” which requires any financial instrument, other than an outstanding share, that, at inception, embodies an obligation to repurchase the issuer’s equity shares, or is indexed to such and obligation, and it requires or may require the issuer to settle the obligation by transferring assets, would qualify for classification as a liability. The guidance required the Company’s outstanding warrants from convertible debenture private placements in the nine months ended September 30, 2013 and in the years ended December 31, 2012 to be classified as liabilities and to be fair valued at each reporting period, with the changes in fair value recognized as a change in fair value of warranty liability in the Company’s consolidated statements of operations. Specifically, the warrants issued in connection with convertible debenture private placements in during the fiscal year 2012 and 2011 and warrants issued in connection with common stock private placements during the nine months ended September 30, 2013, grant the warrant holder certain anti-dilution protection which provide exercise price adjustments in the event that any common stock or common stock equivalents are issued at an effective price per share that is less than the exercise price per share. Upon exercise or expiration of the warrant, the fair value of the warrant at that time will be reclassified to equity from a liability. The following table is a summary of the warrant liability activity measured at fair value using Level 3 inputs:

			Warrant
			Liability


	Balance at December 31, 2012		$	274,605

	Granted			275,900
	Cancelled, forfeited or expired
	Change in fair value of common stock warrants			(261,380	)

	Balance at September 30, 2013 (unaudited)		$	289,125
Forward contracts	'
	As part of the 2013 private placement of common stock, the Company also agreed that the 38,462 shares of common stock included in the units is subject to increase and the $0.65 per share value is subject to decrease, in each case based on the level of the Company’s consolidated net revenues that are derived during our 2013 fiscal year (the “Make-Whole Adjustments”) (see Note 4 Common Stock for further details). The Company separately valued the forward contracts using Level 3 inputs. The fair value of the forward contracts of $330,763 was recorded as a liability and is included in accounts payable and accrued expenses on the Consolidated Balance Sheet as of September 30, 2013. The following table is a summary of the warrant liability activity measured at fair value using Level 3 inputs:

			Forward
			Contract
			Liability


	Balance at December 31, 2012		$	-

	Granted			233,131
	Cancelled, forfeited or expired
	Change in fair value of forward contracts			97,632

	Balance at September 30, 2013 (unaudited)		$	330,763
Goodwill	'
	Goodwill represents the excess purchase price of an acquired entity over the net amounts assigned to assets acquired and liabilities assumed. The Company’s goodwill relates to its acquisition of the 49% interest in API. The Company reviews goodwill for impairment at least annually. The annual impairment test for goodwill is a two-step process and involves comparing the estimated fair value of each reporting unit to the reporting unit’s carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired, and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test would be performed to measure the amount of impairment loss to be recorded, if any. The Company estimated the API’s fair value based on the income approach. The Company conducts its’ annual impairment tests in December of each year.

	In August 2013, as part of our strategic re-evaluation, the Company closed the pharmacy. Accordingly, as a result of this triggering event, the Company’s goodwill of $697,766 associated with the API pharmacies acquisition in 2006 was determined to be impaired. The Company recorded goodwill impairment expense of $697,766 which is included in the loss from discontinued operations in the Consolidated Statement of Operations in the nine months ended September 30, 2013. (see Note 11 Discontinued Operations for further details).

SUMMARY_OF_SIGNIFICANT_ACCOUNT2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Sep. 30, 2013
Summary Of Significant Accounting Policies Tables	'
Schedule of Warrant Liability Activity	'
		Warrant
		Liability


	Balance at December 31, 2012	$	274,605

	Granted		275,900
	Cancelled, forfeited or expired
	Change in fair value of common stock warrants		(261,380	)

	Balance at September 30, 2013 (unaudited)	$	289,125
Schedule of Forward Contract Liability Activity	'
		Forward
		Contract
		Liability


	Balance at December 31, 2012	$	-

	Granted		233,131
	Cancelled, forfeited or expired
	Change in fair value of forward contracts		97,632

	Balance at September 30, 2013 (unaudited)	$	330,763

NOTES_PAYABLE_AND_UNSECURED_CO1

NOTES PAYABLE AND UNSECURED CONVERTIBLE DEBENTURES (Tables)	9 Months Ended
NOTES PAYABLE AND UNSECURED CONVERTIBLE DEBENTURES (Tables)	Sep. 30, 2013
Notes Payable And Unsecured Convertible Debentures Tables	'
Schedule of Notes Payable and Unsecured convertible debentures	'
		Related Party				Unrelated				Total

	Secured debt	$	-			$	3,796,110			$	3,796,110
	Revolving credit facilities		477,000				-				477,000
	Other notes and debt		400,000				242,872				642,872
	Total notes payable	$	877,000			$	4,038,982			$	4,915,982

	Unsecured convertible
	debentures, net of discount	$	546,091			$	2,308,333			$	2,854,424

	Total debt, net	$	1,423,091			$	6,347,315			$	7,770,406
Schedule of debenture Obligations Related to 2011 Private Placements	'
	Debenture	Periodic Redemption Dates			Principal Amount				Periodic				Due at Maturity
	Maturity Date								Redemption
									Amounts

	Dec-12	Jun-12	Sep-12		$	500,000			$	125,000			$	250,000
	Dec-13	Jun-13	Sep-13			700,000				175,000				350,000
	Jan-14	Jul-13	Oct-13			25,000				6,250				12,500
	May-14	Nov-13	Feb-14			640,384				160,096				320,192
					$	1,865,384			$	466,346			$	932,692
Schedule of Unsecured Convertible debentures and Related Debt Discounts	'
		Related Party				Unrelated				Total

	Current	$	550,400			$	2,415,384			$	2,965,784
	Non-current		-				-				-

	Total	$	550,400			$	2,415,384			$	2,965,784

	Less unamortized debt discount		(4,309	)			(107,051	)			(111,360	)

		$	546,091			$	2,308,333			$	2,854,424

EQUITY_TRANSACTIONS_Tables

EQUITY TRANSACTIONS (Tables)	9 Months Ended
EQUITY TRANSACTIONS (Tables)	Sep. 30, 2013
Equity Transactions Tables	'
Schedule of Outstanding Convertible Preferred Stock	'
			30-Sep-13										31-Dec-12

	Convertible Preferred Stock		Number of				Number of				Weighted		Number of				Number of				Weighted
			Preferred Shares				Common Shares				Average		Preferred Shares				Common Shares				Average
							if Converted				Conversion Price						if Converted				Conversion Price

	Series A Preferred			1,466				1,629,006			$	0.9			1,406			1,292,492			$	1.09
	Series B Preferred			5,124				5,693,344			$	0.9			5,384			2,993,504			$	1.8
	Series C Preferred			813				902,778			$	0.9			813			451,750			$	1.8
	Total			7,403				8,308,451			$	0.9			7,603			4,737,746			$	1.6
Schedule of Make-whole adjustments	'
	Share Price	Warrant Exercise Price	Adjusted Shares per Unit	Adjusted Warrants per Unit	Consolidated 2013 Revenues
	$0.65	$0.90	None	None	$21,850,000 or above
	$0.60	$0.85	41,667	41,667	From $20,700,000 to $21,849,999
	$0.55	$0.80	45,455	45,455	From $19,550,000 to $20,699,999
	$0.50	$0.75	50,000	50,000	From $18,400,000 to $19,549,999
	$0.45	$0.70	55,556	55,556	From $17,250,000 to $18,399,999
	$0.40	$0.65	62,500	62,500	Less than $17,250,000
Schedule of Stock Warrant Activity	'
			Number				Weighted
			of Shares				Average
							Exercise Price

	Outstanding and Exercisable at December 31, 2012			3,561,116			$	1.08

	Granted			1,424,017			$	0.89
	Exercised			-			$	-
	Cancelled, forfeited or expired			-			$	-
	Anti-dilution adjustments:
	Initial grant			(2,477,782	)		$	1.51
	Initial grant re-pricing			2,477,782			$	0.9
	Additional warrants granted			1,669,056			$	0.9
	Outstanding and Exercisable at September 30, 2013			6,654,189			$	0.77
Schedule of Warrants Outstanding and Exercisable	'
						Outstanding										Exercisable

	Range of					Number			Weighted				Weighted			Number			Weighted				Weighted
	Exercise Price					of Shares			Average				Average			of Shares			Average				Average
									Exercise Price				Remaining						Exercise Price				Remaining
													Life (Years)										Life (Years)

		$	0.09				1,083,334			$	0.09			5.75			1,083,334			$	0.09			5.75

		$	0.65				50,462			$	0.65			4.67			50,462			$	0.65			4.67

		$	0.9				5,520,393			$	0.9			2.62			5,520,393			$	0.9			2.62

STOCK_BASED_COMPENSATION_Table

STOCK BASED COMPENSATION (Tables)	9 Months Ended
STOCK BASED COMPENSATION (Tables)	Sep. 30, 2013
Stock Based Compensation Tables	'
Schedule of Activity of Restricted Shares of Common Stock	'
			Directors								Shares for Services

			Shares				Weighted				Shares				Weighted
							Average								Average
							Grant Date								Grant Date
							Fair Value								Fair Value

	Non-vested on Dec 31, 2012			-			$	-				-			$	-

	Granted			-				-				650,000				0.83
	Vested			-				-				(545,000	)			0.83
	Forfeited			-				-				(105,000	)			0.9

	Non-vested on September 30, 2013			-			$	-				-			$	-
Schedule of Warrants Outstanding	'
			Shares				Services
							Weighted
							Average
							Exercise Price

	Outstanding and Exercisable at December 31, 2012			250,000			$	1.69

	Warrants granted			1,200,000				0.65
	Warrants exercised			-				-
	Warrants expired/cancelled			(600,000	)			0.65

	Outstanding and Exercisable at September 30, 2013 (unaudited)			850,000			$	0.96
Schedule of Stock Warrants Outstanding and Exercisable	'
					Outstanding												Exercisable

	Range of				Number				Weighted			Weighted					Number		Weighted		Weighted
	Exercise Price				of Shares				Average			Average					of Shares		Average		Average
									Exercise Price			Remaining							Exercise Price		Remaining
												Life									Life
												(Years)									(Years)

	$	0.65				600,000			$	0.65				4.56				600,000	$	0.65		4.56
	$	1.52 - $1.80				250,000			$	1.69				2.73				250,000	$	1.69		2.73
Schedule of Stock Options Activity	'
			Options Outstanding								Options Exercisable
			Shares				Weighted				Shares				Weighted
							Average								Average
							Exercise Price								Exercise Price

	Outstanding at December 31, 2012			1,840,556			$	0.66				1,576,667			$	0.66

	Options granted			-				-				-				-
	Options vested			-				-				263,889				0.68
	Options exercised			-				-				-				-
	Options expired/cancelled			-				-				-				-

	Outstanding at September 30, 2013			1,840,556			$	0.66				1,840,556			$	0.66
Schedule of Stock Options Outstanding and Exercisable	'
					Outstanding												Exercisable

	Exercise Price				Stock				Weighted				Weighted				Stock		Weighted		Weighted
					Options				Average				Average				Options		Average		Average
					Outstanding				Exercise				Remaining				Exercisable		Exercise		Remaining
									Price				Contractual						Price		Contractual
									Per Share				Term						Per Share		Term
													in Years								in Years

	$	0.6				525,000			$	0.6				8.61				525,000	$	0.6		8.61
	$	0.68				1,305,556			$	0.68				7.5				1,305,556	$	0.68		7.5
	$	1.26				10,000			$	1.26				6.45				10,000	$	1.26		6.45

RELATED_PARTY_TRANSACTIONS_Tab

RELATED PARTY TRANSACTIONS (Tables)	9 Months Ended
RELATED PARTY TRANSACTIONS (Tables)	Sep. 30, 2013
Related Party Transactions Tables	'
Schedule of Oustanding Debt	'

		DelVecchio		Mosaic		Pinewood		Total

	Notes payable - revolving	$	477,000	$	-	$	-	$	477,000
	Notes payable – short term		-		-		400,000		400,000
	Unsecured convertible debentures, net		-		500,000		46,091		546,091
	Accrued interest		18,070		194,356		8,693		221,119

		$	495,070	$	694,356	$	454,784	$	1,644,210

SUPPLEMENTAL_CASH_FLOW_FINANCI1

SUPPLEMENTAL CASH FLOW FINANCIAL INFORMATION (Tables)	9 Months Ended
SUPPLEMENTAL CASH FLOW FINANCIAL INFORMATION (Tables)	Sep. 30, 2013
Supplemental Cash Flow Financial Information Tables	'
Schedule of Supplemental Cash Flow	'
		Nine Months Ended
		September 30,
		2013		2012

	Cash paid during the period for:

	Interest	$	214,313	$	276,697

	Non-cash investing and financing activities during the period:

	Conversion of Series A preferred into common stock	$	-	$	150,000
	Conversion of Series B preferred into common stock	$	260,000	$	25,000
	Conversion of vendor payable into secured note payable	$	3,534,793	$	-
	Cancellation of secured notes payable in refinancing	$	293,734	$	-
	Common stock warrants issued with common stock	$	243,055	$	-
	Extinguishment of convertible debentures in refinancing	$	-	$	1,265,384
	Extinguishment of stock warrants in refinancing	$	-	$	88,536
	Common stock warrants issued for placement fees	$	32,845	$	-
	Forward contract issued with common stock	$	233,131	$	-
	Common stock warrants issued with convertible debentures	$	-	$	511,765

LOSS_PER_COMMON_SHARE_Tables

LOSS PER COMMON SHARE (Tables)	9 Months Ended
LOSS PER COMMON SHARE (Tables)	Sep. 30, 2013
Loss Per Common Share Tables	'
Reconciliation of basic and diluted loss per share	'
		Three Months Ended September 30,						Nine Months Ended September 30,
		2013			2012			2013			2012


	Numerator for basic and diluted loss per common share:


	Net loss to common stockholders from continuing operations, net of tax	$	(761,384	)	$	(1,430,599	)	$	(3,234,702	)	$	(3,524,428	)

	Net loss from discontinuing operations, net of tax	$	(75,921	)	$	32,590		$	(583,138	)	$	(33	)

	Net loss to common stockholders	$	(837,305	)	$	(1,398,009	)	$	(3,817,840	)	$	(3,524,461	)

	Denominator for basic and diluted loss per common share:

	Weighted Average Number of Shares Outstanding		6,339,259			4,298,150			5,691,052			4,077,600

	Basic and diluted loss per common share from continuing operations	$	(0.12	)	$	(0.33	)	$	(0.57	)	$	(0.86	)

	Basic and diluted loss per common share from discontinued operations	$	(0.01	)	$	0.01		$	(0.10	)	$	(0.00	)

	Basic and diluted loss per common share	$	(0.13	)	$	(0.33	)	$	(0.67	)	$	(0.86	)
Schedule of antidilution effect	'
		September 30,
		2013			2012


	Warrants		7,504,189			3,811,119
	Stock options		1,840,556			1,840,556
	Convertible notes		3,295,322			2,304,478
	Series A Preferred		1,629,006			1,292,492
	Series B Preferred		5,693,344			2,993,504
	Series C Preferred		902,778			451,750

			20,865,195			12,693,899

DISCONTINUED_OPERATIONS_Tables

DISCONTINUED OPERATIONS: (Tables)	9 Months Ended
DISCONTINUED OPERATIONS: (Tables)	Sep. 30, 2013
Discontinued Operations Tables	'
Gain or (loss) from operations of discontinued pharmacies	'
		Three Months Ended September 30,					Nine Months Ended September 30,
		2013			2012		2013			2012

	Sales	$	162,806		$	2,031,215	$	2,270,536		$	6,746,419

	Cost of sales		119,864			1,570,420		1,726,658			5,385,165

	Gross profit		42,942			460,795		543,878			1,361,254

	Operating expenses		157,793			393,159		731,100			1,307,605

	Impairment of goodwill		-			-		697,766			-

	Loss from discontinued operations		(114,851	)		67,636		(884,988	)		53,649

	Other expenses
	Interest expense, net		1,950			17,497		12,147			53,700
	Income tax (benefit) expense		(40,880	)		17,549		(313,997	)		(18	)
	Gain or (loss) from operations of discontinued pharmacies, net of tax	$	(75,921	)	$	32,590	$	(583,138	)	$	(33	)
Assets and liabilities for discontinued operations	'
		September 30,			December 31,
		2013			2012
		(Unaudited)

	ASSETS

	Current Assets
	Accounts receivable, net	$	16,470		$	343,259
	Inventories		-			211,427
	Prepaid and other current assets		9,552			12,113
	Assets of discontinued operations		26,022			566,799

	Other receivables, net		140,601			192,928
	Property and equipment, net		-			15,670
	Goodwill		-			697,766
	Assets of discontinued operations, non-current, net	$	140,601		$	906,364

	LIABILITIES

	Current Liabilities
	Accounts payable and accrued expenses		180,012			2,655,303
	Liabilities of discontinued operations	$	180,012		$	2,655,303

BASIS_OF_PRESENTATION_AND_PLAN1

BASIS OF PRESENTATION AND PLAN OF OPERATIONS (Details Narrative) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Basis Of Presentation And Plan Of Operations Details Narrative	'	'
Accumulated Deficit	$46,881,708	$43,063,871
Debt with Maturities	$3,200,000	'

SUMMARY_OF_SIGNIFICANT_ACCOUNT3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)	9 Months Ended
	Sep. 30, 2013
Summary Of Significant Accounting Policies Details	'
Balance at December 31, 2012	$274,605
Granted	275,900
Cancelled, forfeited or expired	'
Change in fair value of common stock warrants	-261,380
Balance at June 30, 2013 (unaudited)	$289,125

SUMMARY_OF_SIGNIFICANT_ACCOUNT4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) (USD $)	9 Months Ended
	Sep. 30, 2013
Summary Of Significant Accounting Policies Details 1	'
Balance at December 31, 2012	'
Granted	233,131
Cancelled, forfeited or expired	'
Change in fair value of forward contracts	97,632
Balance at June 30, 2013 (unaudited)	$330,763

SUMMARY_OF_SIGNIFICANT_ACCOUNT5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2013	Dec. 31, 2012
	Sep. 30, 2013	Sep. 30, 2012	Forward Contract Liability	Warrant Liability	Warrant Liability
Compensation Expense	$540,872	$808,651	'	'	'
Fair Value of Warrant Liability	'	'	330,763	289,125	274,605
Goodwill Impairment Expense	$697,766	'	'	'	'
Common shares subject to increase	38,462	'	'	'	'
Per Share	$0.65	'	'	'	'

NOTES_PAYABLE_AND_UNSECURED_CO2

NOTES PAYABLE AND UNSECURED CONVERTIBLE DEBENTURES (Details) (USD $)	Sep. 30, 2013
Secured debt	$3,796,110
Revolving credit facilities	477,000
Other notes and debt	642,872
Total notes payable	4,915,982
Unsecured convertible debentures, net of discount	2,854,424
Total debt, net	7,770,406
Related Party	'
Secured debt	'
Revolving credit facilities	477,000
Other notes and debt	400,000
Total notes payable	877,000
Unsecured convertible debentures, net of discount	546,091
Total debt, net	1,423,091
Unrelated	'
Secured debt	3,796,110
Revolving credit facilities	'
Other notes and debt	242,872
Total notes payable	4,038,982
Unsecured convertible debentures, net of discount	2,308,333
Total debt, net	$6,347,315

NOTES_PAYABLE_AND_UNSECURED_CO3

NOTES PAYABLE AND UNSECURED CONVERTIBLE DEBENTURES (Details 1) (USD $)	Sep. 30, 2013
Principal Amount	$1,865,384
Periodic Redemption Amounts	466,346
Due at Maturity	932,692
Dec-12	'
Principal Amount	500,000
Periodic Redemption Amounts	125,000
Due at Maturity	250,000
Periodic Redemption Dates	'June 2012 - September 2012
Dec-13	'
Principal Amount	700,000
Periodic Redemption Amounts	175,000
Due at Maturity	350,000
Periodic Redemption Dates	'June 2013 - September 2013
Jan-14	'
Principal Amount	25,000
Periodic Redemption Amounts	6,250
Due at Maturity	12,500
Periodic Redemption Dates	'July 2013 - October 2013
May-14	'
Principal Amount	640,384
Periodic Redemption Amounts	160,096
Due at Maturity	$320,192
Periodic Redemption Dates	'November 2013 - February 2014

NOTES_PAYABLE_AND_UNSECURED_CO4

NOTES PAYABLE AND UNSECURED CONVERTIBLE DEBENTURES (Details 2) (USD $)	Sep. 30, 2013
Current	$2,965,784
Non-current	'
Total	2,965,784
Less unamortized debt discount	-111,360
Unsecured Convertible Debt Net	2,854,424
Related Party	'
Current	550,400
Non-current	'
Total	550,400
Less unamortized debt discount	-4,309
Unsecured Convertible Debt Net	546,091
Unrelated	'
Current	2,415,384
Non-current	'
Total	2,415,384
Less unamortized debt discount	-107,051
Unsecured Convertible Debt Net	$2,308,333

NOTES_PAYABLE_AND_UNSECURED_CO5

NOTES PAYABLE AND UNSECURED CONVERTIBLE DEBENTURES (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Accrued interest	$350,000	'
Unamortized Debt Discount	111,360	'
Other agreements and obligations accounts payable	30,000	3,500,000
Secured Debt	'	'
Secured Debt outstanding principal balance	3,796,110	'
Revolving Credit Facilities [Member]	'	'
Revolving credit Facilities outstanding balance	477,000	'
Revolving credit facilities remaining availability	23,000	'
OtherDebtMember \| TPGMember	'	'
Other notes and debt outstanding principal balance	$242,872	'

EQUITY_TRANSACTIONS_Details

EQUITY TRANSACTIONS (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013	Dec. 31, 2012
EQUITY TRANSACTIONS (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012	Series C Preferred	Series C Preferred	Series A Preferred	Series A Preferred	Series B Preferred	Series B Preferred
Number of Preferred Shares	7,403	7,603	813	813	1,466	1,406	5,199	5,384
Number of Common Shares if Converted	8,308,451	4,737,746	902,778	451,750	1,629,006	1,292,492	5,776,667	2,993,504
Weighted Average Conversion Price	$0.90	$1.60	$0.90	$1.80	$0.90	$1.09	$0.90	$1.80

EQUITY_TRANSACTIONS_Details_1

EQUITY TRANSACTIONS (Details 1) (USD $)	Jan. 31, 2013
20,700,000 to 21,849,999	'
Share Price	$0.60
Warrant Exercise Price	$0.85
Adjusted Shares per Unit	41,667
Adjusted Warrants per Unit	41,667
From 19,550,000 to 20,699,999	'
Share Price	$0.55
Warrant Exercise Price	$0.80
Adjusted Shares per Unit	45,455
Adjusted Warrants per Unit	45,455
18,400,000 to 19,549,999	'
Share Price	$0.50
Warrant Exercise Price	$0.75
Adjusted Shares per Unit	50,000
Adjusted Warrants per Unit	50,000
17,250,000 to 18,399,999	'
Share Price	$0.45
Warrant Exercise Price	$0.70
Adjusted Shares per Unit	55,556
Adjusted Warrants per Unit	55,556
Less than 17,250,000	'
Share Price	$0.40
Warrant Exercise Price	$0.65
Adjusted Shares per Unit	62,500
Adjusted Warrants per Unit	62,500
21,850,000 or above	'
Share Price	$0.65
Warrant Exercise Price	$0.90
Adjusted Shares per Unit	'
Adjusted Warrants per Unit	'

EQUITY_TRANSACTIONS_Details_2

EQUITY TRANSACTIONS (Details 2) (USD $)	9 Months Ended
EQUITY TRANSACTIONS (Details 2) (USD $)	Sep. 30, 2013
Equity Transactions Details 2	'
Outstanding and Exercisable	3,561,116
Outstanding and Exercisable, Per Share	$1.08
Granted (unaudited)	1,424,017
Granted (unaudited), Per Share	$0.89
Cancelled, forfeited or expired, Per Share	$0.65
Anti-Dilution Adjustments	'
Initial Grant	-2,477,782
Initial Grant, per Share	$1.51
Initial Grant re-pricing	2,477,782
Initial Grant re-pricing, per Share	$0.90
Additional warrants granted	1,669,056
Additional warrants granted, per Share	$0.90
Outstanding and Exercisable	6,654,189
Outstanding and Exercisable, Per Share	$0.76

EQUITY_TRANSACTIONS_Details_3

EQUITY TRANSACTIONS (Details 3) (USD $)	Sep. 30, 2013
Outstanding \| $0.09	'
Number of Shares	1,083,334
Weighted Average Exercise Price	$0.09
Weighted Average Remaining Life (Years)	'5 years 9 months
Outstanding \| $0.65	'
Number of Shares	50,462
Weighted Average Exercise Price	$0.65
Weighted Average Remaining Life (Years)	'4 years 8 months 1 day
Outstanding \| $0.90	'
Number of Shares	5,520,393
Weighted Average Exercise Price	$0.90
Weighted Average Remaining Life (Years)	'2 years 7 months 13 days
Exercisable \| $0.09	'
Number of Shares	1,083,334
Weighted Average Exercise Price	$0.09
Weighted Average Remaining Life (Years)	'5 years 9 months
Exercisable \| $0.65	'
Number of Shares	50,462
Weighted Average Exercise Price	$0.65
Weighted Average Remaining Life (Years)	'4 years 8 months 1 day
Exercisable \| $0.90	'
Number of Shares	5,520,393
Weighted Average Exercise Price	$0.90
Weighted Average Remaining Life (Years)	'2 years 7 months 13 days

EQUITY_TRANSACTIONS_Details_Na

EQUITY TRANSACTIONS (Details Narrative) (USD $)	Sep. 30, 2013	Dec. 31, 2012	Jan. 31, 2013	Jan. 31, 2013	31-May-13	31-May-13
			CommonStockMember	CommonStockMember	WarrantMember	WarrantMember
			PrivatePlacementMember	OverAllotmentsMember	PrivatePlacementMember	PlacementAgentMember
Series A Preferred have been converted into common stock	0	'	'	'	'	'
Preferred Stock Authorized	5,000,000	5,000,000	'	'	'	'
Minimum Units in Private Placement	'	'	'10	'	'	'
Minimum Proceeds in Private Placement	'	'	250,000	'	'	'
Maxium Units in Private Placement	'	'	'80	'100	'	'
Maximum Proceeds in Private Placement	'	'	$2,000,000	$2,500,000	'	'
Shares per Unit	'	'	38,462	'	'	'
ValuePerUnit	'	'	25,000	'	'	'
Price per Share	'	'	$0.65	'	'	'
WarrantsPerUnit	'	'	38,462	'	'	'
Shares Issued if Max Units Sold	'	'	3,076,960	769,240	'	'
Warrants issued if Max Units Sold	'	'	3,076,960	'	'	'
Placement Commission Rate	'	'	10.00%	'	'	'
Warrant Term	'	'	'3 years	'	'3 years	'5 years
Per Share Partial Ratchet Antidilution Adjustment	'	'	$0.90	'	'	'
Net Value of Warrant	'	'	'	'	$243,055	$32,845
Minimum Risk Free Rate	'	'	'	'	0.30%	'
Maximum Rick Free Rate	'	'	'	'	0.40%	'
Minimum Volatility Rate	'	'	'	'	56.05%	'
Maximum Volatility Rate	'	'	'	'	60.10%	'
Warrants Issued	'	'	'	'	1,323,093	100,924
Stock Price Volatility	'	'	'	'	'	81.20%
Risk Free Rate of Return	'	'	'	'	'	1.41%
Warrants Issued in Private Placement	'	'	'	'	'	55,388

STOCK_BASED_COMPENSATION_Detai

STOCK BASED COMPENSATION (Details) (Restricted Stock, USD $)	9 Months Ended
	Sep. 30, 2013
Services	'
Nonvested Beginning	'
Granted	650,000
Granted, Per Share	$0.83
Vested	-545,000
Vested, Per Share	$0.83
Forfeited	-105,000
Forfeited, Per Share	$0.90
Nonvested Ending	'
Directors	'
Nonvested Beginning	'
Granted	'
Granted, Per Share	'
Vested	'
Vested, Per Share	'
Forfeited	'
Forfeited, Per Share	'
Nonvested Ending	'

STOCK_BASED_COMPENSATION_Detai1

STOCK BASED COMPENSATION (Details 1) (USD $)	9 Months Ended
STOCK BASED COMPENSATION (Details 1) (USD $)	Sep. 30, 2013
Warrants granted, Per Share	$0.89
Warrants expired/cancelled, Per Share	$0.65
ServicesWarrantsMember	'
Outstanding and Exercisable, Beginning	250,000
Outstanding and Exercisable, Beginning Per Share	$1.69
Warrants granted	$1,200,000
Warrants granted, Per Share	$0.65
Warrants exercised	'
Warrants exercised, Per Share	'
Warrants expired/cancelled	($600,000)
Warrants expired/cancelled, Per Share	$0.65
Outstanding and Exercisable, Ending	850,000
Outstanding and Exercisable, Ending Per Share	$0.96

STOCK_BASED_COMPENSATION_Detai2

STOCK BASED COMPENSATION (Details 2) (USD $)	Sep. 30, 2013
WarrantPrice065Member \| Exercisable	'
Number of Shares	600,000
Weighted Average Exercise Price	$0.65
Weighted Average Remaining Life (Years)	'4 years 6 months 22 days
WarrantPrice065Member \| Outstanding	'
Number of Shares	600,000
Weighted Average Exercise Price	$0.65
Weighted Average Remaining Life (Years)	'4 years 6 months 22 days
$1.52 - $1.80 \| Exercisable	'
Number of Shares	250,000
Weighted Average Exercise Price	$1.69
Weighted Average Remaining Life (Years)	'2 years 8 months 23 days
$1.52 - $1.80 \| Outstanding	'
Number of Shares	250,000
Weighted Average Exercise Price	$1.69
Weighted Average Remaining Life (Years)	'2 years 8 months 23 days

STOCK_BASED_COMPENSATION_Detai3

STOCK BASED COMPENSATION (Details 3) (Employee, USD $)	9 Months Ended
STOCK BASED COMPENSATION (Details 3) (Employee, USD $)	Sep. 30, 2013
OptionsExercisableMember	'
Options Outstanding Beginning	1,576,667
Options Outstanding Beginning, Per Share	$0.66
Options granted	'
Options granted, Per Share	'
Options vested	263,889
Options vested, Per Share	$0.68
Options exercised	'
Options exercised, Per Share	'
Options expired/cancelled	'
Options expired/cancelled, Per Share	'
Options Outstanding Ending	1,840,556
Options Outstanding Ending, Per Share	$0.66
OptionsOutstandingMember	'
Options Outstanding Beginning	1,840,556
Options Outstanding Beginning, Per Share	$0.66
Options granted	'
Options granted, Per Share	'
Options vested	'
Options vested, Per Share	'
Options exercised	'
Options exercised, Per Share	'
Options expired/cancelled	'
Options expired/cancelled, Per Share	'
Options Outstanding Ending	1,840,556
Options Outstanding Ending, Per Share	$0.66

STOCK_BASED_COMPENSATION_Detai4

STOCK BASED COMPENSATION (Details 4) (USD $)	Sep. 30, 2013
OptionsOutstandingMember \| $0.60	'
Stock Options Outstanding	525,000
Weighted Average Exercise Price Per Share	$0.60
Weighted Average Remaining Contractual Term in Years	'8 years 7 months 10 days
OptionsOutstandingMember \| $0.68	'
Stock Options Outstanding	1,305,556
Weighted Average Exercise Price Per Share	$0.68
Weighted Average Remaining Contractual Term in Years	'7 years 6 months
OptionsOutstandingMember \| $1.26	'
Stock Options Outstanding	10,000
Weighted Average Exercise Price Per Share	$1.26
Weighted Average Remaining Contractual Term in Years	'6 years 5 months 12 days
OptionsExercisableMember \| $0.60	'
Stock Options Outstanding	525,000
Weighted Average Exercise Price Per Share	$0.60
Weighted Average Remaining Contractual Term in Years	'8 years 7 months 10 days
OptionsExercisableMember \| $0.68	'
Stock Options Outstanding	1,305,556
Weighted Average Exercise Price Per Share	$0.68
Weighted Average Remaining Contractual Term in Years	'7 years 6 months
OptionsExercisableMember \| $1.26	'
Stock Options Outstanding	10,000
Weighted Average Exercise Price Per Share	$1.26
Weighted Average Remaining Contractual Term in Years	'6 years 5 months 12 days

STOCK_BASED_COMPENSATION_Detai5

STOCK BASED COMPENSATION (Details Narrative) (USD $)	9 Months Ended
STOCK BASED COMPENSATION (Details Narrative) (USD $)	Sep. 30, 2013	Sep. 30, 2012
Share Based Compensation Expense	$540,872	$808,651
WarrantMember	'	'
Share Based Compensation Expense	142,222	27,475
Warrants granted	1,200,000	'
Employee	'	'
Share Based Compensation Expense	115,462	295,785
Unrecognized Compensation Expense	0	'
Maximum Common Stock Grants	1,667,667	'
Stock Options Awarded	525,000	'
Reserved Shares of Stock	2,690,556	'
Restricted Stock	'	'
Restricted Share Grants Issued	650,000	'
Share Based Compensation Expense	283,188	485,391
Unrecognized Compensation Expense	166,562	'
WarrantMember	'	'
Unrecognized Compensation Expense	$21,468	'

RELATED_PARTY_TRANSACTIONS_Det

RELATED PARTY TRANSACTIONS (Details) (USD $)	Sep. 30, 2013
Notes payable - revolving	$477,000
Notes payable - short term	400,000
Unsecured convertible debentures, net	546,091
Accrued interest	221,119
Total Outstanding debt	1,644,210
DelVecchio	'
Notes payable - revolving	477,000
Notes payable - short term	'
Unsecured convertible debentures, net	'
Accrued interest	18,070
Total Outstanding debt	495,070
Mosaic	'
Notes payable - revolving	'
Notes payable - short term	'
Unsecured convertible debentures, net	500,000
Accrued interest	194,356
Total Outstanding debt	694,356
PinewoodMember	'
Notes payable - revolving	'
Notes payable - short term	400,000
Unsecured convertible debentures, net	46,091
Accrued interest	8,693
Total Outstanding debt	$454,784

RELATED_PARTY_TRANSACTIONS_Det1

RELATED PARTY TRANSACTIONS (Details Narrative)	Sep. 30, 2013
Mosaic	'
Percent Owned Series A Preferred	96.00%
PinewoodMember	'
Percent Owned Series B Preferred	11.00%
DelVecchio	'
Percent Owned Series A Preferred	96.00%

COMMITMENTS_AND_CONTINGENCIES_

COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $)	9-May-13	Mar. 18, 2011
Commitments And Contingencies Details Narrative	'	'
Amount for Damages submitted by Plainiffs	'	$7,500,000
Insurance Coverage relating to Negligence	'	2,000,000
Unpaid Debt Obligations	$200,000	'

SUPPLEMENTAL_CASH_FLOW_FINANCI2

SUPPLEMENTAL CASH FLOW FINANCIAL INFORMATION (Details) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Supplemental Cash Flow Financial Information Details	'	'
Interest	$214,313	$276,697
Conversion of Series A preferred into common stock	'	150,000
Conversion of Series B preferred into common stock	260,000	25,000
Conversion of vendor payable into secured note payable	3,534,793	'
Cancellation of secured notes payable in refinancing	293,734	'
Common stock warrants issued with common stock	243,055	'
Extinguishment of convertible debentures in refinancing	'	1,265,384
Extinguishment Of Stock Warrants In Refinancing	'	88,536
Common stock warrants issued for placement fees	32,845	'
Forward contract issued with common stock	233,131	'
Common stock warrants issued with convertible debentures	'	$511,765

LOSS_PER_COMMON_SHARE_Details

LOSS PER COMMON SHARE (Details) (USD $)	3 Months Ended		9 Months Ended
LOSS PER COMMON SHARE (Details) (USD $)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Numerator for basic and diluted loss per common share:	'	'	'	'
Net loss to common stockholders from continuing operations, net of tax	($761,384)	($1,430,599)	($3,234,702)	($3,524,428)
Net loss from discontinuing operations, net of tax	-75,921	32,590	-583,138	-33
Net loss to common stockholders	($837,305)	($1,398,009)	($3,817,840)	($3,524,461)
Weighted Average Number of Shares Outstanding	6,339,259	4,298,150	5,691,052	4,077,600
Basic and diluted loss per common share from continuing operations	($0.12)	($0.33)	($0.57)	($0.86)
Basic and diluted loss per common share from discontinued operations	($0.01)	$0.01	($0.10)	$0
Basic and diluted loss per common share	($0.13)	($0.33)	($0.67)	($0.86)

LOSS_PER_COMMON_SHARE_Details_

LOSS PER COMMON SHARE (Details 1) (Potential Shares Excluded, USD $)	Sep. 30, 2013	Sep. 30, 2012
Potential Shares Excluded	'	'
Warrants	7,504,189	3,811,119
Stock options	1,840,556	1,840,556
Convertible notes	$3,295,322	$2,304,478
Series A Preferred	1,629,006	1,292,492
Series B Preferred	5,693,344	2,993,504
Series C Preferred	902,778	451,750
Total Excluded Potential Common Shares	20,865,195	12,693,899

DISCONTINUED_OPERATIONS_Detail

DISCONTINUED OPERATIONS (Details) (USD $)	3 Months Ended		9 Months Ended
DISCONTINUED OPERATIONS (Details) (USD $)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Discontinued Operations Details	'	'	'	'
Sales	$162,806	$2,031,215	$2,270,536	$6,746,419
Cost of sales	119,864	1,570,420	1,726,658	5,385,165
Gross profit	42,942	460,795	543,878	1,361,254
Operating Expenses	157,793	393,159	731,100	1,307,605
Impairment of goodwill	'	'	697,766	'
Loss from discontinued operations	-114,851	67,636	-884,988	53,649
Other expenses	'	'	'	'
Interest expense, net	1,950	17,497	12,147	53,700
Income taxes (benefit) expense	-40,880	17,549	-313,997	-18
Gain or (loss) from operations of discontinued pharmacies, net of tax	($75,921)	$32,590	($583,138)	($33)

DISCONTINUED_OPERATIONS_Detail1

DISCONTINUED OPERATIONS (Details 1) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Current Assets	'	'
Accounts receivable, net	$263,501	$333,687
Inventories	266,519	198,778
Prepaid and other current assets	383,815	135,021
Assets of discontinued operations	26,022	566,799
Other receivables, net	13,808	13,808
Property and equipment, net	77,278	45,743
Current Liabilities	'	'
Accounts payable and accrued expenses	2,335,183	2,194,377
Liabilities of discontinued operations	180,012	2,655,303
Discontinued Operations [Member]	'	'
Current Assets	'	'
Accounts receivable, net	16,470	343,259
Inventories	'	211,427
Prepaid and other current assets	9,552	12,113
Assets of discontinued operations	26,022	566,799
Other receivables, net	140,601	192,928
Property and equipment, net	'	15,670
Goodwill	'	697,766
Assets of discontinued operations, non-current, net	140,601	906,364
Current Liabilities	'	'
Accounts payable and accrued expenses	180,012	2,655,303
Liabilities of discontinued operations	$180,012	$2,655,303