Tristar Wellness Solutions (TWSI) 10-Q 19 Nov 13 2013 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 18, 2013
Document And Entity Information	'	'
Entity Registrant Name	'TRISTAR WELLNESS SOLUTIONS, INC.	'
Entity Central Index Key	'0001109153	'
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	'	21,347,268
Document Fiscal Period Focus	'Q3	'
Document Fiscal Year Focus	'2013	'

Condensed_Consolidated_Balance

Condensed Consolidated Balance Sheets (Unaudited) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified
Assets	'	'
Cash and cash equivalents	$315	$11
Accounts receivables, net	811	'
Prepaid expenses and other	125	'
Current assets held for sale	1,500	'
Inventories, net	1,166	12
Total current assets	3,917	23
Property and equipment, net	1,217	1
Intangible assets, net	812	'
Other non-current assets	40	'
Total non-current assets	2,069	1
TOTAL ASSETS	5,986	24
Current liabilities	'	'
Accounts payable and accrued expenses	1,195	33
Accounts payable and accrued expenses due to related parties	1,716	285
Current liabilities related to assets held for sale	1,500	'
Short-term notes (net of debt discount $9 and $0 as of September 30, 2013 and December 31, 2012, respectively)	490	50
Short-term notes - related party (net of debt discount $374 and $0 as of September 30, 2013 and December 31, 2012, respectively)	3,542	525
Convertible notes	360	'
Deferred revenue	226	'
Total current liabilities	9,029	893
Non-current Liabilities	'	'
Deferred revenue, net of current portion	105	'
Total non-current liabilities	105	'
TOTAL LIABILITIES	9,134	893
STOCKHOLDERS' DEFICIT	'	'
Convertible preferred stock, $0.001 par value; 10,000,000 shares authorized; 5,621,667 and 6,120,000 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively	6	6
Common stock; $0.0001 par value; 50,000,000 shares authorized; 21,347,268 and 41,032 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively	2	'
Additional paid-in capital	13,289	8,939
Other Comprehensive Loss	-84	'
Accumulated deficit	-16,361	-9,814
TOTAL STOCKHOLDERS' DEFICIT	-3,148	-869
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$5,986	$24

Condensed_Consolidated_Balance1

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, except Share data, unless otherwise specified
Current liabilities	'	'
Short-term notes	$9	$0
Short-term notes related party	$374	$0
STOCKHOLDERS' DEFICIT	'	'
Convertible preferred stock, par value	$0.00	$0.00
Convertible preferred stock, shares authorized	10,000,000	10,000,000
Convertible preferred stock, shares issued	5,621,667	6,120,000
Convertible preferred stock, shares outstanding	5,621,667	6,120,000
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	21,347,268	41,032
Common stock, shares outstanding	21,347,268	41,032

Condensed_Consolidated_Stateme

Condensed Consolidated Statements Of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended
In Thousands, except Share data, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Condensed Consolidated Statements Of Operations	'	'	'	'
Sales Revenue	$1,281	$3	$2,574	$4
Cost of Goods Sold	1,074	25	2,030	26
Gross Profit	207	-22	544	-22
Operating expenses:	'	'	'	'
General and administrative	1,069	216	3,260	379
Research and development	618	'	1,934	'
Amortization on intangible assets	33	'	33	'
Impairment of intangible assets	'	125	2	125
Total operating expenses	1,720	341	5,229	504
Loss from operations	-1,513	-363	-4,685	-526
Other Income and (expenses)	'	'	'	'
Interest income and (expense)	-1,238	'	-1,897	'
Gain on sale of assets and liabilities	2	1,896	2	1,896
Finance cost	'	'	'	-22
Other	73	'	33	'
Total other income and (expenses)	-1,163	1,896	-1,862	1,874
Loss for the period from continuing operations	-2,676	1,533	-6,547	1,348
Loss for the period from discontinued operations	'	'	'	-8
Net (loss) income	-2,676	1,533	-6,547	1,340
Other Comprehensive Income (Loss)	'	'	'	'
Foreign currency translation	-83	'	-84	'
Total Comprehensive Income (Loss)	($2,759)	$1,533	($6,631)	$1,340
Continuing operation	'	'	'	'
Basic earnings/(loss) per share	($0.11)	$0.04	($0.20)	$0.03
Diluted earnings/(loss) per share	($0.11)	$0.01	($0.20)	$0.02
Discontinued operations	'	'	'	'
Basic earnings/(loss) per share	'	'	'	$0
Diluted earnings/(loss) per share	'	'	'	0
Basic weighted average common shares outstanding	25,148,355	41,032,849	33,532,893	41,032,849
Diluted weighted average common shares outstanding	25,148,355	128,639,371	33,532,893	76,886,695

Condensed_Consolidated_Stateme1

Condensed Consolidated Statements Of Cash Flows (Unaudited) (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012
Cash flows from operating activities	'	'
Incom (loss) for the period from continuing operations	($6,547)	$1,348
Loss for the period from discontinued operations	'	-8
Adjustments to reconcile net profit/loss to net cash provided by operating activities:	'	'
Depreciation expenses	72	'
Amortization of debt discount	1,561	'
Write-down/gain on sale on assets and liabilities	'	-1,895
Issuance of warrants for research and development	921	'
Issuance of warrants for services	688	'
Intangible asset amortization	33	'
Intangible asset impairment	2	125
Imputed interest on note payable	23	'
Interest expenses accrual	'	22
Expense paid for by related parties	'	58
Changes in working capital:	'	'
Accounts Receivables	-158	-4
Inventory	256	'
Prepaid expenses	31	'
Accounts payable and accruals	352	154
Other non-current assets	-17	-7
Deferred revenue	-95	'
Accounts payable and accrued expenses - related party	1,431	'
Net cash used in operating activities from continuing operations	-1,446	-207
Net cash provided by operating activities from discontinued operations	'	9
Cash flow from investing activities:	'	'
Acquisition of Hemcon	-3,139	'
Cash flow from investing activities	-3,139	'
Cash flow from financing activities	'	'
Proceeds from issuance of short-term notes	536	'
Proceeds from issuance of short-term notes - related party	3,810	'
Proceeds from issuance of convertible notes - related party	50	'
Proceeds from issuance of common stock	327	'
Proceeds from issuance of series D convertible preferred stock	250	209
Net cash generated from financing activities from continuing operations	4,973	209
Cumulative translation adjustment	-84	-1
Net change in cash	304	10
Cash and cash equivalent, beginning	'	'
Cash and cash equivalent, ending	315	10
Supplemental disclosure	'	'
Interest Paid	14	'
Income taxes paid	'	'
Supplemental schedule of non-cash activities	'	'
Conversion of notes payable to preferred stock	225	'
Acquisition of NorthStar Consumer Products for preferred stock	2	'
Debt discount on promissory note	1,876	'
Conversion of preferred stock to common stock	2	'
Conversion of common stock to preferred stock	2	'
Issuance of common stock in exchnage for convertible notes and accrued interest	$40	'

Basis_of_Presentation

Basis of Presentation	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
Note 1. Basis of Presentation	'
	The Company
	Corporate History
	Tristar Wellness Solutions, Inc. (“the Company”) was incorporated on August 28, 2000 in the state of Nevada under the name “Quadric Acquisitions”. Following our incorporation the Company was not actively engaged in any business activities. On April 25, 2001, the Company was acquired by Zkid Network Company and changed its name to ZKid Network Co. As a result, the Company became engaged in the business of providing media content for children through the use of our proprietary software.
	On May 8, 2006, the Company closed a share exchange agreement with Star Metro Group Limited, which became a wholly-owned subsidiary. As a result of the share exchange agreement, the Company became engaged in the development, production and sale of a line of biodegradable, single use, food and beverage containers. On March 20, 2006, the Company changed its name from ZKid Network Co. to Eatware Corporation.
	On November 27, 2006, the Company changed its name from “Eatware Corporation” to “Star Metro Corp.” On February 26, 2007, the Company changed the name from “Star Metro Corp.” to “Biopack Environmental Solutions Inc.” This name change was effected by merging Biopack Environmental Solutions Inc., a newly incorporated and wholly-owned subsidiary that was created for this purpose, into the Company, with the Company carrying on as the surviving corporation under the name “Biopack Environmental Solutions Inc.”.
	In April 2012, the Company changed its name from “Biopack Environmental Solutions, Inc.” to “Tristar Wellness Solutions, Inc.”  This name changes was effected by the agreement between the holders of our preferred stock, which account for the voting control of the company with Rockland Group, LLC (“Rockland”), under which Rockland purchased shares of TriStar Wellness Solutions, Inc. These shares represent approximately 63% of our outstanding votes on all matters brought before the holders of our common stock for approval and, therefore, represented a change of control.
	Effective January 2013 all shares of the Company's common stock issued and outstanding were combined and reclassified on a one-for-one thousand basis. The effect of this reverse stock split has been retroactively applied to all periods presented.
	On May 6, 2013, the Company closed the acquisition of HemCon Medical Technologies Inc., an Oregon corporation (“HemCon”), pursuant to the terms of an Agreement for Purchase and Sale of Stock entered into by and between us and HemCon (the “Agreement”). The Agreement was entered into as part of HemCon’s Fifth Amended Plan of Reorganization in its bankruptcy proceeding (United States Bankruptcy Court, District of Oregon, Case No. 12-32652-elp11) and was approved by the Court as part of HemCon’s approved Plan of Reorganization. Under the Agreement, the Company purchased 100 shares of HemCon’s common stock, representing 100% of HemCon’s then-outstanding voting securities, in exchange for $3.1 million in cash (the “Purchase Price”). The Purchase Price was paid to the Court and the Trustee of the bankruptcy proceeding to be distributed to HemCon’s creditors in accordance with the Plan of Reorganization.
	Prior to closing the acquisition of HemCon the Company borrowed money from several different parties, primarily the following:
	1)	A Promissory Note with DayStar Funding, LP, a Texas limited partnership and a party controlled by Frederick A. Voight one of our officers and directors, in the principal amount of $2,950.  The note has an interest rate of 1.5% per month and is due on or before November 6, 2013.  Additionally, a loan fee of 2% of the principal amount is due and payable by us to lender on or before the maturity date.  In connection with this promissory note, we issued DayStar Funding, LP, warrants to purchase 1,770,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.
	2)	A Promissory Note with the Lawrence K. Ingber Trust, dated June 14, 1980, as amended and restated March 6, 2006, in the principal amount of $100.  The note has an interest rate of 1.5% per month, simple interest, and is due on or before November 6, 2013.  In connection with this promissory note, we issued the Lawrence K. Ingber Trust warrants to purchase 50,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.
	3)	A Promissory Note with James Linderman, the father of one of our officers and directors, in the principal amount of $100.  The note has an interest rate of 1.5% per month, simple interest, and is due on or before August 6, 2013.  In connection with this promissory note, we issued Mr. James Linderman warrants to purchase 50,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.
	4)	A Promissory Note with James Barickman, one of our officers and directors, in the principal amount of $50.  The note has an interest rate of 1.5% per month, simple interest, and is due on or before November 6, 2013.  In connection with this promissory note, we issued Mr. James Barickman warrants to purchase 25,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.
	5)	A Promissory Note with John Linderman, one of our officers and directors, in the principal amount of $50.  The note has an interest rate of 1.5% per month, simple interest, and is due on or before November 6, 2013.  In connection with this promissory note, we issued Mr. John Linderman warrants to purchase 25,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.
	6)	A Loan Agreement with an unaffiliated third party for a loan of up to $750 payable in two tranches, $400 was paid in connection with the closing of the acquisition of HemCon, and $350,000 payable within 20 days after the closing of the acquisition of HemCon.  The loan has an interest rate of 10% per annum and is due on or before November 6, 2013.
	The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2012. The year-end balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). All normal recurring adjustments which are necessary for the fair presentation of the results for the interim periods are reflected herein. Operating results for the three and nine month periods ended September 30, 2013 and 2012 are not necessarily indicative of results to be expected for a full year.

Summary_of_Significant_Account

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
Note 2. Summary of Significant Accounting Policies	'
	Accounts Receivable
	The Company extends credit to its customers in the normal course of business and performs ongoing credit evaluations of its customers. Accounts receivable are stated at amounts due from customers net of an allowance for doubtful accounts. Accounts that are outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts receivable are past due and the customer's current ability to pay its obligation to the Company. The Company writes off accounts receivable when they become uncollectible. Accounts receivable are net of an allowance for doubtful accounts of $1 and $0, at September 30, 2013 and December 31, 2012, respectively.
	Revenue Recognition
	Product Sales Revenue
	The Company recognizes product sales revenue when there is persuasive evidence of an arrangement, prices are fixed and determinable, the product is shipped or delivered, title and risk of loss have passed to the customer, and collection is reasonably assured. Certain of its product sales are made to distributors. The Company's distributor arrangements do not provide distributors with product return rights or pricing adjustments. The Company recognizes product sales to distributors on a sell-in basis, when the product is delivered. Under the terms of its distributor arrangements, substantially all of its product sales are delivered by the Company to the end customer.
	Deferred Revenue
	The Company defers nonrefundable up-front payments received from distributors. These fees are recognized on a straight-line basis over the contractual term of the related contract.
	Inventories
	Inventories are stated at the lower of standard cost (which approximates average cost) or market.
	Property and Equipment
	Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided using the straight-line method for financial reporting purposes based on the estimated useful lives of the various assets ranging from three to ten years. Maintenance and repair costs are charged to current earnings. Upon disposal of assets, the costs of assets and the related accumulated depreciation are removed from the accounts. Gains or losses are reflected in current earnings.
	Intangible assets
	Intangible assets consist of patents, customer lists, non-compete arrangements and a trade name. Patents, customer lists, non-compete arrangements and a trade name acquired in business combinations under the purchase method of accounting are recorded at fair value net of accumulated amortization since the acquisition date. Amortization is calculated using the straight line method over the estimated useful lives at the following annual rates:
		Useful Lives
	Patents		12
	Customer lists		13
	Non-compete arrangements		4
	Trade name		20
	The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of finite-lived intangible asset may not be recoverable. Recoverability of a finite-lived intangible asset is measured by a comparison of its carrying amount to the undiscounted future cash flows expected to be generated by the asset. If the asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset, which is determined based on discounted cash flows.
	Goodwill
	The Company accounts for goodwill and other intangible assets under ASC 350 “Intangibles – Goodwill and Other” (“ASC 350”). ASC 350 eliminates the amortization of goodwill and certain other intangible assets and requires an evaluation of impairment by assessing qualitative factors, and if necessary, applying a fair-value based test. The goodwill impairment test requires qualitative analysis to determine whether is it more likely than not that the fair value of a reporting unit is less than the carrying amount, including goodwill. An indication of impairment through analysis of these qualitative factors initiates a two-step process, which requires management to make judgments in determining what assumptions to use in the calculation. The first step of the process consists of estimating the fair value of the Company’s reporting units based on discounted cash flow models using revenue and profit forecasts and comparing the estimated fair values with the carrying values of the Company’s reporting units which include the goodwill. If the estimated fair values are less than the carrying values, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of the Company’s “implied fair value” requires the Company to allocate the estimated fair value to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is compared to the corresponding carrying value.
	The Company performs its annual goodwill impairment testing in the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Application of the goodwill impairment test requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the Company, estimation of equipment use, the useful life over which cash flows will occur, and determination of cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment.
	Assets and Liabilities Held for Sales
	On February 6, 2013, HemCon concluded an asset sale with Bard Access Systems for its GuardIVa™ product plus associated intellectual property and trademark for $4,500 following on from a license and supply agreement in October 2012 for $500. GuardIVa™ has been classified as a discontinued operation in the Consolidated Statement of Operations. This sale and the proceeds which were realized facilitated the Company in emerging from Chapter 11 Bankruptcy. An amount of $1.5 million remains outstanding as deferred consideration which is payable on achieving certain regulatory requirements. This deferred consideration will be paid to the Secured Creditors on receipt of same. GuardIVa™ is a hydrophilic foam based IV site dressing for use at Catheter insertion sites. The dressing incorporates HemCon micro dispersed oxidized cellulose technology an active hemostatic ingredient along with CHG a generic antibacterial agent.
	Accumulated Other Comprehensive Income
	Comprehensive income is defined as the change in equity of a company during the period resulting from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. The primary difference between net income and comprehensive income for HemCon results from foreign currency translation adjustments. Accumulated other comprehensive loss was $84 for the period ended September 30, 2013 and $0 at December 31, 2012. The financial position of foreign subsidiaries is translated using the exchange rates in effect at the end of the period, while income and expense items are translated at average rates of exchange during the period. The net gains and losses resulting from foreign currency transactions are recorded in the consolidated statements of operations in the period incurred and were $83 and $84 during the three months and nine months ended September 30, 2013, respectively and $0 during the three months and nine months ended September 30, 2012.
	Concentration of Source of Materials
	The Company uses a raw material that must meet specific quality standards in its production process, which is currently purchased from one vendor. The Company mitigates the risk to its production process through purchasing quantities sufficient to meet its production needs in the near term and by having identified alternative sources of supply of an equivalent standard should they become necessary.
	Recently Issued Pronouncements
	The Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. We have reviewed the recently issued pronouncements and concluded that there are no recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on the Company’s financial position, results of operations or cash flows.

Liquidity_and_Going_Concern

Liquidity and Going Concern	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
Note 3. Liquidity and Going Concern	'
	The Company's unaudited condensed consolidated interim financial statements are prepared using accounting principles generally accepted in the United States of America (GAAP) applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. In addition, as of September 30, 2013, the Company had an accumulated deficit of $16.4 million, and had incurred a net loss for the nine months ended September 30, 2013 of $6.5 million and had negative working capital of $5.1 million. Funding has been provided by related parties as well as new investors committed to make it possible to maintain, expand, and ensure the advancement of the TriStar Wellness products.
	The consolidated financial statements for the fiscal year ended December 31, 2012 states that because the Company has suffered recurring operating losses from operations, there is substantial doubt about the Company’s ability to continue as a going concern. A “going concern” opinion indicates that the consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Inventories

Inventories	9 Months Ended
	Sep. 30, 2013
Inventories	'
Note 4. Inventories	'
	Inventories consist of the following at September 30, 2013 and December 31, 2012 (in thousands):
		September 30,		December 30,
		2013		2012
	Raw materials	$	382	$	-
	Work in Progress		172		-
	Finished Goods		612		12
		$	1,166	$	12
	Reserve for obsolescence was immaterial for nine months ended September 30, 2013 and December 31, 2012.

Property_and_Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2013
Property And Equipment	'
Note 5. Property and Equipment	'
	Property and equipment consist of the following at September 30, 2013 and December 31, 2012 (in thousands).
		Estimates		September 30,		December 31,
		Useful Life		2013		2012
		(Years)
	Manufacturing Equipment		10-Jul	$	707	$	-
	Leasehold Improvements		7		522		-
	Office Furniture and Equipment		7-Mar		11		-
	Computer Equipment and Software		5-Jan		43		1
	Construction in Progress				6		-
					1,289		1
	Less: Accumulated Depreciation, amortization and impairments				72		-
				$	1,217	$	1
	Depreciation expense was approximately $46 and $72 for the three and nine months ended September 30, 2013, respectively and $0 for the three and nine months ended September 30, 2012, respectively.

Business_Combinations

Business Combinations	9 Months Ended
	Sep. 30, 2013
Business Combinations	'
Note 6. Business Combinations	'
	NorthStar Consumer Products, LLC
	In February, 2013, the Company closed an Asset Purchase Agreement (the “Asset Purchase Agreement”) with NorthStar Consumer Products, LLC, a Connecticut limited liability company (“NCP”), and John Linderman and James Barickman, individuals (the “Shareholders”), under which the Company exercised an option to purchase a brand of skincare and other products specifically targeted for pregnant women (the Beaute de Maman product line), in addition to an over-the-counter itch suppression formula (together, the “Business”). Previously, the Company entered into to that certain License and Asset Purchase Option Agreement dated June 25, 2012 with NCP (the “License Agreement”), under with the Company licensed the Business from NCP and had the option to purchase the Business from NCP upon certain conditions being satisfied. As set forth in the Asset Purchase Agreement those conditions were either satisfied or renegotiated to the satisfaction of the parties and the Company exercised an option, and purchased, the Business from NCP. As consideration for the purchase of the Business the Company agreed to issue NCP, or its assignees, Seven Hundred Fifty Thousand (750,000) shares of Series D Convertible Preferred Stock. The fair value of the consideration given and assets received was $2 and such fair value was immediately impaired during the first quarter of 2013. There was no acquired assets other than intangible assets and therefore no purchase price is being presented. The fair values for acquired intangible assets of NCP were determined by the Company using a valuation performed by an independent valuation specialist.
	HemCon
	On May 6, 2013, the Company closed the acquisition of HemCon, an Oregon corporation (“HemCon”), pursuant to the terms of an Agreement for Purchase and Sale of Stock entered into by and between us and HemCon (the “Agreement”). The Agreement was entered into as part of HemCon’s Fifth Amended Plan of Reorganization in its bankruptcy proceeding (United States Bankruptcy Court, District of Oregon, Case No. 12-32652-elp11) and was approved by the Court as part of HemCon’s approved Plan of Reorganization. Under the Agreement, the Company purchased 100 shares of HemCon’s common stock, representing 100% of HemCon’s then-outstanding voting securities, in exchange for approximately $3.1 million (the “Purchase Price”). The Purchase Price was paid to the Court and the Trustee of the bankruptcy proceeding to be distributed to HemCon’s creditors in accordance with the Plan of Reorganization.
	The acquisition has been accounted for under the acquisition method of accounting, and the Company valued all assets and liabilities acquired at their estimated fair values on the date of acquisition. Accordingly, the assets and liabilities of the acquired entity were recorded at their estimated fair values at the date of the acquisition. The operating results for HemCon have been included in the Company's consolidated financial statements since the acquisition date.
	The purchase price allocation is based on estimates of fair value as follows (in thousands):
	Accounts receivables	$	653
	Current assets held for sale		1,500
	Inventory		1,410
	Other current assets		23
	Prepaid expenses		156
	Fixed assets		1,288
	Accounts payable and accrued expenses		(810	)
	Current liabilities related to assets held for sale		(1,500	)
	Deferred revenue		(426	)
	Patents		310
	Customer list		174
	Trade name		236
	Non-compete agreement		125
	Total acquisition cost allocated	$	3,139
	Management assigned fair values to the identifiable intangible assets through a combination of the relief from royalty method and the multi-period excess earnings method.
	The useful lives of the acquired intangibles are as follows:
		Useful Lives
	Patents		12
	Customer lists		13
	Non-compete arrangements		4
	Trade name		20
	During the first nine months of 2013, the Company incurred $100 of acquisition costs, all of which were expensed in operations during the second quarter of 2013
	The following unaudited pro forma financial information presents results as if the acquisition of HemCon had occurred on January 1, 2013 and January 1, 2012 (in thousands):
		Three Months Ended September 30,
	(Unaudited)	2013			2012
	Total revenue	$	1,281		$	2,034
	Net loss	$	(2,676	)	$	(728	)
		Nine months Ended September 30 ,
	(Unaudited)	2013			2012
	Total revenue	$	4,214		$	4,788
	Net loss	$	(7,354	)	$	(4,478	)
	For purposes of the pro forma disclosures above, the primary adjustments for the nine months ended September 30, 2013 and September 30, 2012 include the elimination of acquisition-related charges of $100 and additional interest expense.

Loans_Payable

Loans Payable	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
Note 7. Loans Payable	'
		September 30,		December 31,
		2013		2012
	Short-term notes (net of debt discount $9 and $0 as of September 30, 2013 and December 31, 2012, respectively)	$	490	$	50
	Short-term notes - related party (net of debt discount $374 and $0 as of September 30, 2013 and December 31, 2012, respectively)		3,542		525
		$	4,032	$	575
		September 30,		December 31,
		2013		2012
	Convertible notes	$	360		-
			360	$	-
	Promissory Notes
	During July 2012, The Company retained short term loans on demand of $400 to a related party (Sue Alter) as a result of the sale of the Company’s BPAC Subsidiaries. The note was modified in July 2012 to include a beneficial conversion feature. The conversion price of the modified note is $0.008 per share.
	During the fourth quarter of 2012, the Company issued convertible demand notes to a related party for $125 which is convertible into 33,333 shares of Series D Convertible Preferred Stock. The notes do not bear interest. In February 2013, the notes were converted into 33,333 shares of Series D Convertible Preferred Stock.
	During the fourth quarter of 2012, the Company issued convertible demand notes to a third party for $50 which is convertible into 13,333 shares of Series D Convertible Preferred Stock. The notes do not bear interest. In February 2013, the notes were converted into 13,333 shares of Series D Convertible Preferred Stock.
	During the first quarter of 2013, the Company issued convertible demand notes to a related party for $50 which is convertible into 13,333 shares of Series D Convertible Preferred Stock. The notes do not bear interest. In February 2013, the notes were converted into 13,333 shares of Series D Convertible Preferred Stock.
	During the first quarter of 2013, Sue Alter, a related party, sold her convertible notes with accrued interest with a principal balance of $400 to three separate non-related parties. The aggregated purchase price amounted to $176. Subsequent to this sale, the new holders partially converted their notes payable, in accordance with the original terms of the notes, with a principal amount of $32 into 4,029,200 common shares.
	The Company recorded imputed interest on convertible debentures and interest expense of $7 and $23 for the three and nine months ended September 30, 2013, respectively, based upon a market interest rate of 8% and accrued interest based on the stated rate of 0.5%.
	During the second quarter of 2013, a third party partially converted their notes payable, in accordance with the original terms of the notes, with a principal amount of $8 into 1,000,000 common shares.
	During the second quarter of 2013, the Company issued promissory notes to DayStar Funding, LP, a Texas limited partnership and a party controlled by Frederick A. Voight one of our officers and directors, in the principal amount of $2,950.  The note has an interest rate of 1.5% per month and is due on or before November 6, 2013.  In connection with this promissory note, we issued DayStar Funding, LP, warrants to purchase 1,770,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.
	During the second quarter of 2013, the Company issued a promissory note with Mr. Frederick A. Voight, the chief investment officer and director, in the principal amount of $15.  The note has an interest rate of 1.5% per month, simple interest, and is due on or before August 6, 2013.  In connection with this promissory note, we issued Mr. Frederick A. Voight warrants to purchase 9,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.  The warrants were valued at approximately $1.77 per warrant using the Black-Scholes model. The relative fair value of the warrants compared to the debt was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.04%, volatility – 92.45%, expected term – 4 years, expected dividends– N/A.
	During the second quarter of 2013, the Company issued a promissory note with James Linderman, the father of one of our officers and directors, in the principal amount of $100.  The note has an interest rate of 1.5% per month, simple interest, and is due on or before August 6, 2013.  In connection with this promissory note, we issued Mr. James Linderman warrants to purchase 50,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.  The warrants were valued at approximately $1.77 per warrant using the Black-Scholes model. The relative fair value of the warrants compared to the debt was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.04%, volatility – 92.45%, expected term – 4 years, expected dividends– N/A.
	During the second quarter of 2013, the Company issued a promissory note with James Barickman, one of our officers and directors, in the principal amount of $50.  The note has an interest rate of 1.5% per month, simple interest, and is due on or before November 6, 2013.  In connection with this promissory note, we issued Mr. James Barickman warrants to purchase 25,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.  The warrants were valued at approximately $1.77 per warrant using the Black-Scholes model. The relative fair value of the warrants compared to the debt was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.04%, volatility – 92.45%, expected term – 4 years, expected dividends– N/A.
	During the second quarter of 2013, the Company issued a promissory note with John Linderman, one of our officers and directors, in the principal amount of $50.  The note has an interest rate of 1.5% per month, simple interest, and is due on or before November 6, 2013.  In connection with this promissory note, we issued Mr. John Linderman warrants to purchase 25,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.  The warrants were valued at approximately $1.77 per warrant using the Black-Scholes model. The relative fair value of the warrants compared to the debt was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.04%, volatility – 92.45%, expected term – 4 years, expected dividends– N/A.
	During the second quarter of 2013, the Company issued a promissory note with Lawrence Ingber, an unaffiliated third party, in the principal amount of $100.  The note has an interest rate of 1.5% per month, simple interest, and is due on or before November 6, 2013.  In connection with this promissory note, the Company issued to the holder warrants to purchase 50,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.  The warrants were valued at approximately $1.77 per warrant using the Black-Scholes model. The relative fair value of the warrants compared to the debt was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.04%, volatility – 92.45%, expected term – 4 years, expected dividends– N/A.
	During the second quarter of 2013, the Company issued a promissory note with Harry Pond, an unaffiliated third party, in the principal amount of $36.  The note has an interest rate of 1.5% per month, simple interest, and is due on or before November 6, 2013.  In connection with this promissory note, the Company issued to the holder warrants to purchase 21,600 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.  The warrants were valued at approximately $1.77 per warrant using the Black-Scholes model. The relative fair value of the warrants compared to the debt was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.04%, volatility – 92.45%, expected term – 4 years, expected dividends– N/A.
	During the second quarter of 2013, the Company entered into a Loan Agreement with Combat Medical Systems, an unaffiliated third party for a loan of up to $400, payable in two tranches, $400 was paid in connection with the closing of the acquisition of HemCon, and $350 payable in the future subject to contingencies. The loan has an interest rate of 10% per annum and is due on or before November 6, 2013.
	During the second quarter of 2013, the Company recorded 2% loan fees in aggregate for approximately $60 in connection with the promissory notes issued in May 2013. In connection with note issuances during the second quarter of 2013, the Company recorded a $1,726 discount at issuance and recorded debt discount amortization of $1,437 during the nine months ended September 30, 2013. Of the $1,726 discount recorded at issuance the portion relating to the detachable warrants of $1,666 was credited to additional paid in capital and the $60 loan fee described above was credited to the loan principal.
	During the third quarter of 2013, the Company issued a promissory note with John Linderman, one of our officers and directors, in the principal amount of $175.  The note has an interest rate of 0.22% per annum, simple interest, and is due on or before October 18, 2013. No warrants were issued in connection with the promissory note.
	During the third quarter of 2013, the Company issued promissory notes to DayStar Funding, LP, a Texas limited partnership and a party controlled by Frederick A. Voight one of our officers and directors, in the principal amount of $470.  The note has an interest rate of 1.5% per month and is due on or before November 6, 2013.  In connection with this promissory note, we issued DayStar Funding, LP, warrants to purchase 282,000 shares of our common stock at an exercise price $2.69 per share, which was the fair market value of our common stock on the date of issuance. The relative fair value of the warrants compared to the debt was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.96% to 1.35%, volatility – 78.06% to 80.75%, expected term – 4 years, expected dividends– N/A.
	During the third quarter of 2013, the Company recorded 2% loan fees in aggregate for approximately of $10 in connection with the promissory notes issued in August 2013. In connection with note issuances during the third quarter of 2013, the Company recorded a $220 discount at issuance and recorded debt discount amortization of $125 during the three months ended September 30, 2013. Of the $220 discount recorded at the issuance the portion relating to the detachable warrants of $210 was credited to additional paid in capital and the $10 loan fee described above was credited to the loan principal.

Stockholders_Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
Note 8. Stockholders' Equity	'
	Common Stock, Preferred Stock and Note Conversions
	All note conversions were within the original conversion terms and therefore no gain or loss was recorded on these conversions.
	In January 2013, the Company received a notice of conversion from Sue E. Alter, notifying the Company that she wished to convert $33.60 of principal and interest due under that certain TriStar Wellness Solutions, Inc. Convertible Promissory Note dated April 27, 2012 into 4,200 shares of our common stock. The shares were issued to Ms. Alter, without a restrictive legend.
	In January 2013, the Company received a notice of conversion from a noteholder, notifying the Company that he wished to convert $33.60 of principal and interest due under that certain TriStar Wellness Solutions, Inc. Convertible Promissory Note dated January 28, 2013 into 4,200 shares of common stock. The shares were issued to Mr. Kent C Chisman on or about January 31, 2013, without a restrictive legend.
	In February 2013, the Company received a notice of conversion from a noteholder, notifying the Company that he wished to convert $166.40 of principal and interest due under that certain TriStar Wellness Solutions, Inc. Convertible Promissory Note dated January 28, 2013 into 20,800 shares of common stock. The shares were issued to Mr. Kent C Chisman on or about February 14, 2013, without a restrictive legend.
	In February 2013, the Company received a notice of conversion from a noteholder, notifying the Company that they wished to convert $32 of principal and interest due under that certain TriStar Wellness Solutions, Inc. Convertible Promissory Note dated February 21, 2013 into 4,000,000 shares of common stock. The shares were issued to a third party on or about March 4, 2013, without a restrictive legend.
	In February 2013, the Company received a notice of conversion from Rockland Group, LLC, one of our largest shareholders and an entity controlled by Mr. Harry Pond, one of our former officers and former sole director, notifying the Company that Rockland Group, LLC wished to convert 215,000 shares of Series A Convertible Preferred Stock into 1,075,000 shares of common stock. These shares were issued to Rockland Group, LLC, with a restrictive legend.
	In February 2013, the Company received a notice of conversion from Rockland Group, LLC, one of the largest shareholders and an entity controlled by Mr. Harry Pond, one of the Company’s former officers and former sole director, notifying us that Rockland Group, LLC wished to convert 710,000 shares of Series C Convertible Preferred Stock into 3,550,000 shares of our common stock. These shares were issued to Rockland Group, LLC, with a restrictive legend.
	In February 2013, the Company received a notice of conversion from Rivercoach Partners, LP, one of the largest shareholders and an entity controlled by Mr. Frederick A. Voight, notifying the Company that Rivercoach Partners, LP wished to convert 400,000 shares of Series D Preferred Stock into 10,000,000 shares of common stock. These shares were issued to Rivercoach Partner, LP, with a restrictive legend.
	In February 2013, the Company received a notice of conversion from Highpeak, LLC, one of the largest shareholders and an entity controlled by Mr. Michael S. Wax, notifying the Company that Highpeak, LLC wished to convert 780,000 shares of Series D Preferred Stock into 19,500,000 shares of our common stock. These shares were issued to Highpeak, LLC, with a restrictive legend.
	In February 2013, the Company received a notice of conversion from NorthStar Consumer Products, LLC, one of the largest shareholders and an entity controlled by Mr. John Linderman and Mr. Jamie Barickman, notifying us that NorthStar Consumer Products, LLC wished to convert 250,000 shares of Series D Preferred Stock into 6,250,000 shares of our common stock. These shares were issued to NorthStar Consumer Products, LLC, with a restrictive legend.
	During the fourth quarter of 2012, the Company issued convertible demand notes to a related party for $125 which is convertible into 33,333 shares of Series D Convertible Preferred Stock. The notes do not bear interest. In February 2013, the notes were converted into 33,333 shares of Series D Convertible Preferred Stock.
	During the fourth quarter of 2012, the Company issued convertible demand notes to a third party for $50 which is convertible into 13,333 shares of Series D Convertible Preferred Stock. The notes do not bear interest. In February 2013, the notes were converted into 13,333 shares of Series D Convertible Preferred Stock.
	During the first quarter of 2013, the Company issued convertible demand notes to a related party for $50 which is convertible into 13,333 shares of Series D Convertible Preferred Stock. The notes do not bear interest. In February 2013, the notes were converted into 13,333 shares of Series D Convertible Preferred Stock.
	In February 2013 the Company issued 26,667 shares of Series D Convertible Preferred Stock to Rockland Group, LLC in exchange for $100 in cash.
	In March 2013 the Company issued 40,000 shares of Series D Convertible Preferred Stock to two third parties in exchange for $150 in cash.
	During the second quarter of 2013, the Company issued for cash, 295,000 shares of common stock for approximately $227 in cash.
	During the second quarter of 2013, a third party partially converted their notes payable, in accordance with the original terms of the notes, with a principal amount of $8 into 1,000,000 common shares.
	During the third quarter of 2013, the Company issued for cash, 100,000 shares of common stock for $100 in cash.
	In July 2013, the Company received a notice of Irrevocable Stock Power from NorthStar Consumer Products, LLC, one of the largest shareholders and an entity controlled by Mr. John Linderman and Mr. Jamie Barickman, notifying the Company that NorthStar Consumer Products, LLC wished to cancel 2,500,000 shares of Common Stock in exchange for 100,000 shares of our Series D Convertible Preferred Stock. The value of the preferred shares issued was equal to the value of the common shares cancelled therefore no loss was recorded for this transaction.
	In July 2013, the Company received a notice of Irrevocable Stock from M&K Family Limited Partnership, one of the largest shareholders, notifying the Company that M&K Family Limited Partnership wished to cancel 15,750,000 shares of Common Stock in exchange for 630,000 shares of our Series D Convertible Preferred Stock. The value of the preferred shares issued was equal to the value of the common shares cancelled therefore no loss was recorded for this transaction.
	In July 2013, the Company received a notice of Irrevocable Stock Power from Rivercoach Partners, LP, one of the largest shareholders and an entity controlled by Mr. Frederick A. Voight, notifying the Company that Rivercoach Partners, LP wished to cancel 6,250,000 shares of Common Stock in exchange for 250,000 shares of our Series D Convertible Preferred Stock. The value of the preferred shares issued was equal to the value of the common shares cancelled therefore no loss was recorded for this transaction.
	Detachable Warrants
	During the second quarter of 2013, the Company issued Promissory Notes containing 1,950,600 detachable Warrants. The detachable Warrants were valued at approximately $1.77 per warrant using the Black-Scholes model at June 30, 2013. The relative fair value of the detachable Warrants compared to the debt of approximately $1,666 was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.48% - 0.77%, volatility – 92.45%, expected term – 4 years, expected dividends– N/A.  The debt discount related to the warrants are being amortized over a nine month period (through maturity) on a straight-line basis.
	During the third quarter of 2013, the Company issued Promissory Notes containing 282,000 detachable Warrants. The detachable Warrants were valued at approximately $1.19 per warrant using the Black-Scholes model at September 30, 2013. The relative fair value of the detachable Warrants compared to the debt of approximately $210 million was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.96% to 1.35%, volatility – 78.06% to 80.75%, expected term – 4 years, expected dividends– N/A.  The debt discount related to the warrants are being amortized over a nine month period (through maturity) on a straight-line basis.
	Warrants for Services
	During the first quarter of 2013, the Company issued 375,000 fully vested warrants to consultants with exercise prices of $0.45 and with a five year terms. Each warrant is exercisable into one share of common stock. The fully vested warrants were valued at the closing price of the Company’s common stock on the date issued and amounted to approximately $688. The fair value of the 375,000 warrants was determined using the Black-Scholes Option Pricing Model with the following assumptions: approximate risk free interest rate - 0.86%, volatility - 85%, expected term - 5 years, expected dividend - N/A.
	Warrants for Research and Development
	In February 2013, the Company entered into an Asset Purchase Agreement (the “HLBCDC Asset Purchase Agreement”) with HLBC Distribution Company, Inc. (“HLBCDC”), under which the Company exercised an option to purchase the Soft & Smooth Assets held by HLBCDC. The Soft & Smooth Assets include all rights, interests and legal claims to that certain inventions entitled “Delivery Devise with Invertible Diaphragm” as further defined in the Marketing Agreement (the “Soft and Smooth Assets”). Previously, we entered into a Marketing and Development Services Agreement (the “Marketing Agreement”) with InterCore Energy, Inc., a Delaware corporation (“ICOR”), under which the Company was retained to market and develop the Soft and Smooth Assets and were granted the exclusive option, in the Company’s sole discretion, to purchase the Soft & Smooth Assets from ICOR. Subsequently, ICOR sold the Soft and Smooth Assets to HLBCDC, transferring the rights to purchase the Soft and Smooth Assets from ICOR to HLBCDC. In exchange for the Soft and Smooth Assets the Company agreed to issue to HLBCDC warrants enabling HLBCDC to purchase One Hundred Fifty Thousand (150,000) shares of common stock at One Dollar ($1) per share, with a four (4) year expiration period. The warrants were valued at the closing price of the Company’s common stock on the date granted and amounted to approximately $100. The fair value of the 150,000 warrants was determined using the Black-Scholes Option Pricing Model with the following assumptions: risk free interest rate - 0.88%, volatility - 85%, expected term - 5 years, expected dividend – N/A.  The warrants were expensed due to the uncertainty of the level of future cash flows.
	On March 7, 2013, the Company entered into an Exclusive Manufacturing, Marketing and Distribution Definitive License Agreement (the “Agreement”) with Argentum Medical, LLC, a Delaware limited liability company (“Argentum”), under which the Company acquired an exclusive license to develop, market and sell products based on a technology called “Silverlon”, a proprietary silver coating technology providing superior performance related to OTC wound treatment. The license is for 15 years, with a possible 5 year extension. Under the Agreement, the Company is obligated to order a certain amount of proprietary Silverlon film each contract year and if the minimums are not met Argentum could cancel the Agreement. In exchange for these license rights the Company agreed to pay Argentum royalty payments based on the adjusted gross revenues generated by product sales, as well as issue Argentum a warrant to purchase up to 750,000 shares of our common stock with an exercise price of $0.50 per share. The warrant vests in two equal installments of 375,000 shares each, with the vesting based on product’s success in obtaining certain approvals from the Food and Drug Administration. The Company recorded 375,000 non-contingent warrants during the first quarter of 2013 with a fair value of approximately $821. The fair value was determined using the Black-Scholes Option Pricing Model with the following assumptions: risk free interest rate - 0.85%, volatility - 85%, expected term - 5 years, expected dividend n/a. The warrants were expensed due to the uncertainty of the level of future cash flows.
	Acquisition of NorthStar Consumer Products, LLC
	In February, 2013, the Company closed an Asset Purchase Agreement (the “Asset Purchase Agreement”) with NorthStar Consumer Products, LLC, a Connecticut limited liability company (“NCP”), and John Linderman and James Barickman, individuals (the “Shareholders”), under which the Company exercised an option to purchase a brand of skincare and other products specifically targeted for pregnant women (the Beaute de Maman product line), in addition to an over-the-counter itch suppression formula (together, the “Business”). Previously, the Company entered into to that certain License and Asset Purchase Option Agreement dated June 25, 2012 with NCP (the “License Agreement”), under with the Company licensed the Business from NCP and had the option to purchase the Business from NCP upon certain conditions being satisfied. As set forth in the Asset Purchase Agreement those conditions were either satisfied or renegotiated to the satisfaction of the parties and the Company exercised an option, and purchased, the Business from NCP. As consideration for the purchase of the Business the Company agreed to issue NCP, or its assignees, Seven Hundred Fifty Thousand (750,000) shares of Series D Convertible Preferred Stock. The fair value of the consideration given and assets received was $2 and such fair value was immediately impaired, due to the uncertainty of future cash flows, during the first quarter of 2013. There was no acquired assets other than intangible assets and therefore no purchase price is being presented. The fair values for acquired intangible assets of NCP were determined by the Company using a valuation performed by an independent valuation specialist.
	Diluted Shares
	Each share of Preferred A, B and C is convertible into five shares of common stock. There were 405,000 shares of Series A, 1,000,000 shares of Series B and no shares of Series C outstanding as of September 30, 2013. Each share of Preferred D is convertible into twenty five shares of common stock. Convertible preferred stock was considered anti-dilutive for the nine months ended September 30, 2013 and 2012, due to net losses. As of September 30, 2013, there are 4,216,667 Series D Convertible Preferred Shares which are convertible into 105,416,675 of common shares. All Series D Convertible Preferred Stock voting rights are on an “as converted to common stock” basis. Dividends are not mandatory. If declared by the Board Series D Preferred Stock shall have preference over common stock and equal to other series of preferred stock. As of September 30, 2013, there are 3,132,600 warrants which are convertible into one share of common stock.
	The Company has determined that common stock equivalents in excess of available authorized common shares are not derivative instruments due to the fact that an increase in authorized shares is within the Company’s control. Management holds enough shares to increase the authorized shares without further action of the Company and all members of Management have agreed to do so in the event that enough shares are not available.

Related_Party_Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
Note 9. Related Party Transactions	'
	Consulting Agreements
	On May 15, 2012, the Company entered into a consulting agreement with Highpeak, LLC (“Highpeak”). The agreement is effective from April 1, 2012 through March 31, 2014. The Company terminated this agreement effective February 2013 and entered into an employment agreement as specified below. The Company agreed to pay Highpeak a monthly consulting fee of $10. The Company incurred $20 for the nine months ended September 30, 2013 and has an accounts payable balance related to this agreement of $25 as of September 30, 2013.
	On May 15, 2012, the Company entered into a consulting agreement with Rivercoach Partners LP (“Rivercoach”). The agreement is effective from April 1, 2012 through March 31, 2014. The Company terminated this agreement effective February 2013 and entered into an employment agreement as specified below. The Company agreed to pay Rivercoach a monthly consulting fee of $10. The Company incurred $20 for the nine months ended September 30, 2013 and has an accounts payable balance related to this agreement of $72 as of September 30, 2013.
	On June 1, 2012, the Company entered into a consulting agreement with NorthStar Consumer Products, LLC (“NCP”). The two year agreement is effective from April 1, 2012 through March 31, 2014. The Company terminated this agreement effective February 2013 and entered into an employment agreement as specified below. The Company agreed to pay NCP a monthly consulting fee of $15. The Company incurred $30 for the nine months ended September 30, 2013 and has an accounts payable balance related to this agreement of $80 as of September 30, 2013.
	On July 17, 2012, the Company entered into a consulting agreement with Chord Advisors, LLC (“Chord”). Fifty percent of Chord is owned by David Horin, the Company’s Chief Financial Officer. The one year agreement is effective from July 15, 2012 through July 15, 2013. The Company has agreed to pay Chord a monthly consulting fee of approximately $13. The Company incurred $113 for the nine months ended September 30, 2013 and has an accounts payable balance related to this agreement of $87.5 as of September 30, 2013.
	The Company will recognize cash consulting expenses over the requisite service period pursuant to the provisions of each specific agreement.
	The Company owed accrued interest to related parties of $233 and reimbursable expenses, such as travel, office supplies, occupancy, etc, of $418 as of September 30, 2013.
	Employment Agreements
	In May 2013, the Company entered into employment agreement with Mr. Barry Starkman to serve as our Senior Vice President of Operations and the President and Chief Executive Officer of HemCon, Under the Company’s employment agreement with Mr. Starkman his employment has an initial term from May 6, 2013 until April 30, 2015 and will automatically renew for two-year terms unless terminated by the parties in accordance with the agreement. Mr. Starkman’s base salary is $250 per year with the possibility of up to 15% to 30% in incentive compensation based on meeting performance criteria to be established by us and HemCon.
	In May 2013, the Company entered into employment agreement with Simon McCarthy to serve as Chief Scientist Officer of HemCon. Under the employment agreement with Mr. McCarthy his employment has an initial term from May 6, 2013 until April 30, 2015 and will automatically renew for two-year terms unless terminated by the parties in accordance with the agreement. Mr. McCarthy’s base salary is $150 per year with the possibility of up to 15% in incentive compensation based on meeting performance criteria to be established by the Company and HemCon.
	In February 2013, The Company entered into employment agreements with Mr. John Linderman to serve as President and Chief Executive Officer, Mr. James Barickman to serve as Chief Marketing Officer, Mr. Frederick A. Voight to serve as Chief Investment Officer, and Mr. Michael S. Wax to serve as Chief Development Officer.
	Under the terms of the employment agreement with Mr. Linderman, he will serve as President and Chief Executive Officer until January 31, 2018. Unless notice is given by either party of its or his intent to terminate the agreement not later than thirty (30) days prior to the end of the initial term and the end of any successive term, the agreement shall automatically renew for successive two year periods; provided however, in no event shall the term of his employment extend beyond January 31, 2023. Mr. Linderman’s duties and responsibilities will be those generally associated with a Chief Executive Officer. His compensation will be $300 per year with any additional cash or equity bonuses to be determined by the Board of Directors.
	Under the terms of the employment agreement with Mr. Barickman, he will serve as our Chief Marketing Officer until January 31, 2018. Unless notice is given by either party of its or his intent to terminate the agreement not later than thirty (30) days prior to the end of the initial term and the end of any successive term, the agreement shall automatically renew for successive two year periods; provided however, in no event shall the term of his employment extend beyond January 31, 2023. Mr. Barickman’s duties and responsibilities will be those generally associated with a Chief Marketing Officer. His compensation will be $300 per year with any additional cash or equity bonuses to be determined by our Board of Directors.
	Under the terms of the employment agreement with Mr. Voight, he will serve as our Chief Investment Officer until January 31, 2018. Unless notice is given by either party of its or his intent to terminate the agreement not later than thirty (30) days prior to the end of the initial term and the end of any successive term, the agreement shall automatically renew for successive two year periods; provided however, in no event shall the term of his employment extend beyond January 31, 2023. Mr. Voight’s duties and responsibilities will be those generally associated with a Chief Investment Officer. His compensation will be $300 per year with any additional cash or equity bonuses to be determined by our Board of Directors.
	Under the terms of the employment agreement with Mr. Wax, he will serve as our Chief Development Officer until January 31, 2018. Unless notice is given by either party of its or his intent to terminate the agreement not later than thirty (30) days prior to the end of the initial term and the end of any successive term, the agreement shall automatically renew for successive two year periods; provided however, in no event shall the term of his employment extend beyond January 31, 2023. Mr. Wax’s duties and responsibilities will be those generally associated with a Chief Development Officer. His compensation will be $300 per year with any additional cash or equity bonuses to be determined by our Board of Directors.
	The Company owed the Executive Officers $800 as of September 30, 2013.
	Related Party Notes
	During July 2012, The Company retained short term loans on demand of $400 to a related party as a result of the sale of the Company’s BPAC Subsidiaries. The stated interest rate is 0.5%. The note was modified in July 2012 to include a beneficial conversion feature. The conversion price of the modified note is $0.008 per share. The Company recorded a $400 beneficial conversion feature as a component of discontinued operations related to this modification. During the first quarter of 2013, the Company converted notes payable of approximately $32 into 4,029,200 common shares.
	During the second quarter of 2013, the Company issued promissory notes to DayStar Funding, LP, a Texas limited partnership and a party controlled by Frederick A. Voight one of our officers and directors, in the principal amount of $2,950.  The note has an interest rate of 1.5% per month and is due on or before November 6, 2013.   In connection with this promissory note, we issued DayStar Funding, LP, warrants to purchase 1,770,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.
	During the second quarter of 2013, the Company issued a promissory note with James Linderman, the father of one of our officers and directors, in the principal amount of $100.  The note has an interest rate of 1.5% per month, simple interest, and is due on or before August 6, 2013.  In connection with this promissory note, we issued Mr. James Linderman warrants to purchase 50,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.
	During the second quarter of 2013, the Company issued a promissory note with James Barickman, one of our officers and directors, in the principal amount of $50.  The note has an interest rate of 1.5% per month, simple interest, and is due on or before November 6, 2013.  In connection with this promissory note, we issued Mr. James Barickman warrants to purchase 25,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance
	During the second quarter of 2013, the Company issued a promissory note with John Linderman, one of our officers and directors, in the principal amount of $50.  The note has an interest rate of 1.5% per month, simple interest, and is due on or before November 6, 2013.  In connection with this promissory note, we issued Mr. John Linderman warrants to purchase 25,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance.
	During the third quarter of 2013, the Company issued a promissory note with John Linderman, one of our officers and directors, in the principal amount of $175.  The note has an interest rate of 0.22% per annum, simple interest, and is due on or before October 18, 2013. No warrants were issued in connection with the promissory note.
	During the third quarter of 2013, the Company issued promissory notes to DayStar Funding, LP, a Texas limited partnership and a party controlled by Frederick A. Voight one of our officers and directors, in the principal amount of $470.  The note has an interest rate of 1.5% per month and is due on or before November 6, 2013.  In connection with this promissory note, we issued DayStar Funding, LP, warrants to purchase 282,000 shares of our common stock at an exercise price $2.74 per share, which was the fair market value of our common stock on the date of issuance. The relative fair value of the warrants compared to the debt was recorded as a component of stockholders’ equity with the offset recorded as a discount on the promissory notes and included as a component of promissory notes in the accompanying consolidated balance sheet as of September 30, 2013. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 0.96% to 1.35%, volatility – 78.06% to 80.75%, expected term – 4 years, expected dividends– N/A.
	Preferred Stock and Note Conversions
	In January 2013, the Company received a notice of conversion from Sue E. Alter, notifying the Company that she wished to convert $33.60 of principal and interest due under that certain Tristar Wellness Solutions, Inc. Convertible Promissory Note dated April 27, 2012 into 4,200 shares of our common stock. The shares were issued to Ms. Alter, without a restrictive legend.
	In February 2013, the Company received a notice of conversion from Rockland Group, LLC, one of our largest shareholders and an entity controlled by Mr. Harry Pond, one of our former officers and sole former director, notifying the Company that Rockland Group, LLC wished to convert 215,000 shares of Series A Convertible Preferred Stock into 1,075,000 shares of common stock. These shares were issued to Rockland Group, LLC, with a restrictive legend.
	In February 2013, the Company received a notice of conversion from Rockland Group, LLC, one of the largest shareholders and an entity controlled by Mr. Harry Pond, one of the Company’s former officers and sole former director, notifying us that Rockland Group, LLC wished to convert 710,000 shares of Series C Convertible Preferred Stock into 3,550,000 shares of our common stock. These shares were issued to Rockland Group, LLC, with a restrictive legend.
	In February 2013, the Company received a notice of conversion from Rivercoach Partners, LP, one of the largest shareholders and an entity controlled by Mr. Frederick A. Voight, notifying the Company that Rivercoach Partners, LP wished to convert 400,000 shares of Series D Preferred Stock into 10,000,000 shares of common stock. These shares were issued to Rivercoach Partner, LP, with a restrictive legend.
	In February 2013, the Company received a notice of conversion from Highpeak, LLC, one of the largest shareholders and an entity controlled by Mr. Michael S. Wax, notifying the Company that Highpeak, LLC wished to convert 780,000 shares of Series D Preferred Stock into 19,500,000 shares of our common stock. These shares were issued to Highpeak, LLC, with a restrictive legend.
	In February 2013, the Company received a notice of conversion from NorthStar Consumer Products, LLC, one of the largest shareholders and an entity controlled by Mr. John Linderman and Mr. Jamie Barickman, notifying us that NorthStar Consumer Products, LLC wished to convert 250,000 shares of Series D Preferred Stock into 6,250,000 shares of our common stock. These shares were issued to NorthStar Consumer Products, LLC, with a restrictive legend.
	During the fourth quarter of 2012, the Company issued convertible demand notes to a related party for $125 which is convertible into 33,333 shares of Series D Convertible Preferred Stock. The notes do not bear interest. In February 2013, the notes were converted into 33,333 shares of Series D Convertible Preferred Stock.
	During the first quarter of 2013, the Company issued convertible demand notes to a related party for $50 which is convertible into 13,333 shares of Series D Convertible Preferred Stock. The notes do not bear interest. In February 2013, the notes were converted into 13,333 shares of Series D Convertible Preferred Stock.
	In February 2013, the Company issued 40,000 shares of Series D Convertible Preferred Stock to Rockland Group, LLC in exchange for $150 in cash.
	In July 2013, the Company received a notice of Irrevocable Stock Power from NorthStar Consumer Products, LLC, one of the largest shareholders and an entity controlled by Mr. John Linderman and Mr. Jamie Barickman, notifying the Company that NorthStar Consumer Products, LLC wished to cancel 2,500,000 shares of Common Stock in exchange for 100,000 shares of our Series D Convertible Preferred Stock.  The value of the preferred shares issued was equal to the value of the common shares cancelled therefore no loss was recorded for this transaction.
	In July 2013, the Company received a notice of Irrevocable Stock from M&K Family Limited Partnership, one of the largest shareholders, notifying the Company that M&K Family Limited Partnership wished to cancel 15,750,000 shares of Common Stock in exchange for 630,000 shares of our Series D Convertible Preferred Stock.  The value of the preferred shares issued was equal to the value of the common shares cancelled therefore no loss was recorded for this transaction.
	In July 2013, the Company received a notice of Irrevocable Stock Power from Rivercoach Partners, LP, one of the largest shareholders and an entity controlled by Mr. Frederick A. Voight, notifying the Company that Rivercoach Partners, LP wished to cancel 6,250,000 shares of Common Stock in exchange for 250,000 shares of our Series D Convertible Preferred Stock.  The value of the preferred shares issued was equal to the value of the common shares cancelled therefore no loss was recorded for this transaction.
	Warrants for Research and Development
	In February 2013, the Company entered into an Asset Purchase Agreement (the “HLBCDC Asset Purchase Agreement”) with HLBC Distribution Company, Inc. (“HLBCDC”), under which the Company exercised an option to purchase the Soft & Smooth Assets held by HLBCDC. The Soft & Smooth Assets include all rights, interests and legal claims to that certain inventions entitled “Delivery Devise with Invertible Diaphragm” as further defined in the Marketing Agreement (the “Soft and Smooth Assets”). Previously, we entered into a Marketing and Development Services Agreement (the “Marketing Agreement”) with InterCore Energy, Inc., a Delaware corporation (“ICOR”), under which the Company was retained to market and develop the Soft and Smooth Assets and were granted the exclusive option, in the Company’s sole discretion, to purchase the Soft & Smooth Assets from ICOR. Subsequently, ICOR sold the Soft and Smooth Assets to HLBCDC, transferring the rights to purchase the Soft and Smooth Assets from ICOR to HLBCDC. In exchange for the Soft and Smooth Assets the Company agreed to issue to HLBCDC warrants enabling HLBCDC to purchase One Hundred Fifty Thousand (150,000) shares of common stock at One Dollar ($1) per share, with a four (4) year expiration period. The warrants were valued at the closing price of the Company’s common stock on the date granted and amounted to approximately $100. The fair value of the 150,000 warrants was determined using the Black-Scholes Option Pricing Model with the following assumptions: risk free interest rate - 0.88%, volatility - 85%, expected term - 5 years, expected dividend n/a.
	Acquisition of NorthStar Consumer Products, LLC
	In February, 2013, the Company closed an Asset Purchase Agreement (the “Asset Purchase Agreement”) with NorthStar Consumer Products, LLC, a Connecticut limited liability company (“NCP”), and John Linderman and James Barickman, individuals (the “Shareholders”), under which the Company exercised an option to purchase a brand of skincare and other products specifically targeted for pregnant women (the Beaute de Maman product line), in addition to an over-the-counter itch suppression formula (together, the “Business”). Previously, the Company entered into to that certain License and Asset Purchase Option Agreement dated June 25, 2012 with NCP (the “License Agreement”), under with the Company licensed the Business from NCP and had the option to purchase the Business from NCP upon certain conditions being satisfied. As set forth in the Asset Purchase Agreement those conditions were either satisfied or renegotiated to the satisfaction of the parties and the Company exercised an option, and purchased, the Business from NCP. As consideration for the purchase of the Business the Company agreed to issue NCP, or its assignees, Seven Hundred Fifty Thousand (750,000) shares of Series D Convertible Preferred Stock. The fair value of the consideration given and assets received was $2 and such fair value was immediately impaired during the first quarter of 2013. There was no acquired assets other than intangible assets and therefore no purchase price is being presented. The fair values for acquired intangible assets of NCP were determined by the Company using a valuation performed by an independent valuation specialist.
	Warrants for Services
	During the first quarter of 2013, the Company issued 25,000 warrants to Chord Advisors, LLC with an exercise price of $0.45 and a five year term. Each warrant is exercisable into one share of common stock. The warrants were valued at the closing price of the Company’s common stock on the date granted and amounted to $19,648. The fair value of the 25,000 warrants was determined using the Black-Scholes Option Pricing Model with the following assumptions: risk free interest rate - 0.85%, volatility - 85%, expected term - 5 years, expected dividend n/a.

Fair_Value_Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
Note 10. Fair Value Measurements	'
	The Company has adopted the provisions of ASC 820 which defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value measurements. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ASC 820 provides guidance on how to measure certain financial assets and financial liabilities at fair value. The requirement to measure an asset as liability at fair value is determined under the U.S. GAAP.
	Certain of the Company’s assets and liabilities are considered to be financial instruments and are required to be measured at fair value in the consolidated balance sheets. Certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, short-term debt and deferred revenue are measured at cost, which approximates fair value due to the short-term maturity of these instruments. Derivative liabilities are measured at fair value.
	The Company measures fair value basis based on the following key objectives:
		•	Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date;
		•	A three-level hierarchy (“Valuation Hierarchy”) which prioritizes the use of observable pricing data (Level 1 and Level 2 inputs as defined below) over unobservable pricing data (Level 3 inputs as defined below) is used in measuring value; and
		•	The Company’s creditworthiness is considered when measuring the fair value of liabilities.
	The valuation hierarchy used in measuring fair value is defined as follows:
		•	Level 1 inputs are observed inputs such as quoted prices for identical instruments inactive markets;
		•	Level 2 inputs are inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments inactive markets or quoted prices for identical or similar instruments in markets that are not active; and
		•	Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs are unobservable. Level 3 requires significant management judgment or estimation.
	All items measures at fair value are required to be classified and disclosed as a Level 1, 2 or 3 asset or liability based on the inputs used to measure for value of an asset or liability in its entirety. An asset or liability classified as Level 1 is measured by quoted prices in active markets for identical instruments. An asset or liability classified as Level 2 is measured using significant observable inputs and an asset or liability classified as Level 3 is measured using significant unobservable inputs. Refer to Note 5 Fair Value Disclosure for the fair value classification table.
	The following table represents our assets and liabilities by level measured at fair value on a recurring basis at September 30, 2013:
	Description		Level 1	Level 2	Level 3
			None	None	None
	The following table represents our assets and liabilities by level measured at fair value on a recurring basis at December 31, 2012:
	Description		Level 1	Level 2	Level 3
			None	None	None
	The adoption of this standard did not have a material effect on the Company’s financial position, results of operations or cash flows.

Discontinued_Operation

Discontinued Operation	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
Note 11. Discontinued Operation	'
	On November 3, 2011, the People’s Court of Guandong Jiangmen Pengjiang District held a hearing relating to the Company’s landlord’s claim for unpaid rent for its factory plus penalty interest and other claims. The landlord had made a claim for payment of overdue rent in the amount of RMB 1,236,000, penalty interest in the amount of RMB 1,067,930 and a claim for potential loss of income in the amount of RMB 618,000, for a total amount claimed of RMB 2,921,930 (approximately $451). At the hearing, the Court ruled that after two unsuccessful attempts to auction the factory’s assets at the minimum level set by the Court appointed independent valuation company’s fair market assessment price, the Court set the reference value at RMB 3,613,139.20 (approximately $569) and transferred all the assets to the landlord. The landlord is legally responsible for settling any claims made by creditors, and the case has been closed.
	On April 27, 2012, the Company entered into a Subsidiary Acquisition Option Agreement (“Subsidiary Option Agreement”) with Xinghui Ltd., a Chinese entity (“Purchaser“), under which the Company may, in our sole discretion, sell the Subsidiary Shares to Purchaser. The “Subsidiary Shares” consists of 100% ownership of the following wholly-owned subsidiaries: Roots Biopack (Intellectual Property) Limited, incorporated in Hong Kong, Roots Biopark Limited, incorporated in Hong Kong, Jiangmen Roots Biopack Ltd., incorporated in the People’s Republic of China, Starmetro Group Limited, incorporated in the British Virgin Islands and Biopack Environmental Limited (fka E-ware Corporation Limited), incorporated in Hong Kong (together the “BPAC Subsidiaries”).
	On July 11, 2012, the Company exercised its rights under the Subsidiary Option Agreement by sending a signed Notice of Exercise to the Escrow Agent, pursuant to the terms of the Subsidiary Acquisition Agreement. The Company also sent a copy of the Notice of Exercise directly to the Purchaser as well. As a result of the Company exercising its rights under the Subsidiary Option Agreement, the Company no longer owned the Subsidiary Shares or the BPAC Subsidiaries, including any of their assets or liabilities. The Company recorded this transaction as a recapitalization and according recorded such assets and liabilities as well accumulated other comprehensive income as a $1,899 adjustment to additional paid in capital.
	The liabilities assumed by the Purchaser included, but were not be limited to, Purchaser assuming and agreeing to fully perform and satisfy and be liable for all of the liabilities and obligations of the Company’s except for a $400 principal amount convertible note that was owed to Trilane Limited as of April 27, 2012. The note was modified in July 2012 to include a beneficial conversion feature. The conversion price of the modified note is $0.008 per share. The Company recorded a $400 beneficial conversion feature as a component of discontinued operations related to this modification.
	A summarized statement of operations for the discontinued operations for the comparable nine month periods ended September 30, 2013 and September 30, 2012 is as follows:
		Nine months ended
		September 30,		September 30,
		2013		2012
	Revenues	$	-	$	-
	Cost of sales		-		-
	Gross loss		-		-
	General and administrative		-		8
	Depreciation and amortization		-		-
	Total operating expenses		-		8
	Net gain on assets and liabilities written off		-		-
	Finance cost		-		-
	Loss from discontinued operations		-		(8	)

Subsequent_Events

Subsequent Events	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
Note 12. Subsequent Events	'
	The Company has evaluated subsequent events through the date the financial statements were issued and filed with this Form 10-Q. There were no subsequent events that required recognition or disclosure.

Summary_of_Significant_Account1

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2013
Summary Of Significant Accounting Policies Policies	'
Accounts Receivable	'
	The Company extends credit to its customers in the normal course of business and performs ongoing credit evaluations of its customers. Accounts receivable are stated at amounts due from customers net of an allowance for doubtful accounts. Accounts that are outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts receivable are past due and the customer's current ability to pay its obligation to the Company. The Company writes off accounts receivable when they become uncollectible. Accounts receivable are net of an allowance for doubtful accounts of $1 and $0, at September 30, 2013 and December 31, 2012, respectively.
Revenue Recognition	'
	Product Sales Revenue
	The Company recognizes product sales revenue when there is persuasive evidence of an arrangement, prices are fixed and determinable, the product is shipped or delivered, title and risk of loss have passed to the customer, and collection is reasonably assured. Certain of its product sales are made to distributors. The Company's distributor arrangements do not provide distributors with product return rights or pricing adjustments. The Company recognizes product sales to distributors on a sell-in basis, when the product is delivered. Under the terms of its distributor arrangements, substantially all of its product sales are delivered by the Company to the end customer.
	Deferred Revenue
	The Company defers nonrefundable up-front payments received from distributors. These fees are recognized on a straight-line basis over the contractual term of the related contract.
Inventories	'
	Inventories are stated at the lower of standard cost (which approximates average cost) or market.
Property and Equipment	'
	Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided using the straight-line method for financial reporting purposes based on the estimated useful lives of the various assets ranging from three to ten years. Maintenance and repair costs are charged to current earnings. Upon disposal of assets, the costs of assets and the related accumulated depreciation are removed from the accounts. Gains or losses are reflected in current earnings.
Intangible assets	'
	Intangible assets consist of patents, customer lists, non-compete arrangements and a trade name. Patents, customer lists, non-compete arrangements and a trade name acquired in business combinations under the purchase method of accounting are recorded at fair value net of accumulated amortization since the acquisition date. Amortization is calculated using the straight line method over the estimated useful lives at the following annual rates:
		Useful Lives
	Patents		12
	Customer lists		13
	Non-compete arrangements		4
	Trade name		20
	The Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of finite-lived intangible asset may not be recoverable. Recoverability of a finite-lived intangible asset is measured by a comparison of its carrying amount to the undiscounted future cash flows expected to be generated by the asset. If the asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset, which is determined based on discounted cash flows.
Goodwill	'
	The Company accounts for goodwill and other intangible assets under ASC 350 “Intangibles – Goodwill and Other” (“ASC 350”). ASC 350 eliminates the amortization of goodwill and certain other intangible assets and requires an evaluation of impairment by assessing qualitative factors, and if necessary, applying a fair-value based test. The goodwill impairment test requires qualitative analysis to determine whether is it more likely than not that the fair value of a reporting unit is less than the carrying amount, including goodwill. An indication of impairment through analysis of these qualitative factors initiates a two-step process, which requires management to make judgments in determining what assumptions to use in the calculation. The first step of the process consists of estimating the fair value of the Company’s reporting units based on discounted cash flow models using revenue and profit forecasts and comparing the estimated fair values with the carrying values of the Company’s reporting units which include the goodwill. If the estimated fair values are less than the carrying values, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of the Company’s “implied fair value” requires the Company to allocate the estimated fair value to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is compared to the corresponding carrying value.
	The Company performs its annual goodwill impairment testing in the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Application of the goodwill impairment test requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the Company, estimation of equipment use, the useful life over which cash flows will occur, and determination of cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment.
Assets and Liabilities Held for Sales	'
	On February 6, 2013, HemCon concluded an asset sale with Bard Access Systems for its GuardIVa™ product plus associated intellectual property and trademark for $4,500 following on from a license and supply agreement in October 2012 for $500. GuardIVa™ has been classified as a discontinued operation in the Consolidated Statement of Operations. This sale and the proceeds which were realized facilitated the Company in emerging from Chapter 11 Bankruptcy. An amount of $1.5 million remains outstanding as deferred consideration which is payable on achieving certain regulatory requirements. This deferred consideration will be paid to the Secured Creditors on receipt of same. GuardIVa™ is a hydrophilic foam based IV site dressing for use at Catheter insertion sites. The dressing incorporates HemCon micro dispersed oxidized cellulose technology an active hemostatic ingredient along with CHG a generic antibacterial agent.
Accumulated Other Comprehensive Income	'
	Comprehensive income is defined as the change in equity of a company during the period resulting from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. The primary difference between net income and comprehensive income for HemCon results from foreign currency translation adjustments. Accumulated other comprehensive loss was $84 for the period ended September 30, 2013 and $0 at December 31, 2012. The financial position of foreign subsidiaries is translated using the exchange rates in effect at the end of the period, while income and expense items are translated at average rates of exchange during the period. The net gains and losses resulting from foreign currency transactions are recorded in the consolidated statements of operations in the period incurred and were $83 and $84 during the three months and nine months ended September 30, 2013, respectively and $0 during the three months and nine months ended September 30, 2012.
Concentration of Source of Materials	'
	The Company uses a raw material that must meet specific quality standards in its production process, which is currently purchased from one vendor. The Company mitigates the risk to its production process through purchasing quantities sufficient to meet its production needs in the near term and by having identified alternative sources of supply of an equivalent standard should they become necessary.
Recently Issued Pronouncements	'
	The Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. We have reviewed the recently issued pronouncements and concluded that there are no recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on the Company’s financial position, results of operations or cash flows.

Summary_of_Significant_Account2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2013
Summary Of Significant Accounting Policies Tables	'
Estimated useful lives	'
		Useful Lives
	Patents		12
	Customer lists		13
	Non-compete arrangements		4
	Trade name		20

Inventories_Tables

Inventories (Tables)	9 Months Ended
	Sep. 30, 2013
Inventories Tables	'
Inventories	'
		September 30,		December 30,
		2013		2012
	Raw materials	$	382	$	-
	Work in Progress		172		-
	Finished Goods		612		12
		$	1,166	$	12

Property_and_Equipment_Tables

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2013
Property And Equipment Tables	'
Property and Equipment	'
		Estimates		September 30,		December 31,
		Useful Life		2013		2012
		(Years)
	Manufacturing Equipment		10-Jul	$	707	$	-
	Leasehold Improvements		7		522		-
	Office Furniture and Equipment		7-Mar		11		-
	Computer Equipment and Software		5-Jan		43		1
	Construction in Progress				6		-
					1,289		1
	Less: Accumulated Depreciation, amortization and impairments				72		-
				$	1,217	$	1

Business_Combinations_Tables

Business Combinations (Tables)	9 Months Ended
	Sep. 30, 2013
Business Combinations Tables	'
Estimates of fair value	'
	Accounts receivables	$	653
	Current assets held for sale		1,500
	Inventory		1,410
	Other current assets		23
	Prepaid expenses		156
	Fixed assets		1,288
	Accounts payable and accrued expenses		(810	)
	Current liabilities related to assets held for sale		(1,500	)
	Deferred revenue		(426	)
	Patents		310
	Customer list		174
	Trade name		236
	Non-compete agreement		125
	Total acquisition cost allocated	$	3,139
Useful lives	'
		Useful Lives
	Patents		12
	Customer lists		13
	Non-compete arrangements		4
	Trade name		20
Acquisition financial information	'
		Three Months Ended September 30,
	(Unaudited)	2013			2012
	Total revenue	$	1,281		$	2,034
	Net loss	$	(2,676	)	$	(728	)
		Nine months Ended September 30 ,
	(Unaudited)	2013			2012
	Total revenue	$	4,214		$	4,788
	Net loss	$	(7,354	)	$	(4,478	)

Loans_Payable_in_thousands_Tab

Loans Payable (in thousands) (Tables)	9 Months Ended
	Sep. 30, 2013
Loans Payable In Thousands Tables	'
Schedule of Short term loans	'
		September 30,		December 31,
		2013		2012
	Short-term notes (net of debt discount $9 and $0 as of September 30, 2013 and December 31, 2012, respectively)	$	490	$	50
	Short-term notes - related party (net of debt discount $374 and $0 as of September 30, 2013 and December 31, 2012, respectively)		3,542		525
		$	4,032	$	575
Schedule of Long term loans	'
		September 30,		December 31,
		2013		2012
	Convertible notes	$	360		-
			360	$	-

Fair_Value_Measurements_Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2013
Fair Value Measurements Tables	'
Assets and liabilities by level measured at fair value on a recurring basis	'
	Description	Level 1	Level 2	Level 3
		None	None	None
Assets and liabilities by level measured at fair value on a non-recurring basis	'
	Description	Level 1	Level 2	Level 3
		None	None	None

Discontinued_Operation_Tables

Discontinued Operation (Tables)	9 Months Ended
	Sep. 30, 2013
Discontinued Operation Tables	'
Discontinued operations	'
		Nine months ended
		September 30,		September 30,
		2013		2012
	Revenues	$	-	$	-
	Cost of sales		-		-
	Gross loss		-		-
	General and administrative		-		8
	Depreciation and amortization		-		-
	Total operating expenses		-		8
	Net gain on assets and liabilities written off		-		-
	Finance cost		-		-
	Loss from discontinued operations		-		(8	)

Summary_of_Significant_Account3

Summary of Significant Accounting Policies (Details)	9 Months Ended
	Sep. 30, 2013
Patents [Member]	'
Intangible asset useful life	'12 years
Customer Lists [Member]	'
Intangible asset useful life	'13 years
Noncompete Agreements [Member]	'
Intangible asset useful life	'4 years
Trade Names [Member]	'
Intangible asset useful life	'20 years

Summary_of_Significant_Account4

Summary of Significant Accounting Policies (Details Narrative) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Summary Of Significant Accounting Policies Details Narrative	'	'	'	'	'
Allowance for doubtful accounts	$1	'	$1	'	$0
Accumulated other comprehensive income	84	'	84	'	0
Foreign currency transactions	($83)	'	($84)	'	'

Liquidity_and_Going_Concern_De

Liquidity and Going Concern (Details Narrative) (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013
Liquidity And Going Concern Details Narrative	'
Working capital deficit	$5,100
Net loss	$6,500

Inventories_Details

Inventories (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified
Inventories Details	'	'
Raw Materials	$382	'
Work In Progress	172	'
Finished Goods	612	12
Inventories net	$1,166	$12

Property_and_Equipment_Details

Property and Equipment (Details) (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Property and Equipment, Gross	$1,289	$1
Less: Accumulated Depreciation, amortization and impairments	72	'
Property and Equipment, Net	1,217	1
Manufacturing Equipment [Member]	'	'
Property and Equipment, Gross	707	'
Manufacturing Equipment [Member] | Minimum [Member]	'	'
Estimates Useful Life	'7 years	'
Manufacturing Equipment [Member] | Maximum [Member]	'	'
Estimates Useful Life	'10 years	'
Leasehold Improvements [Member]	'	'
Estimates Useful Life	'7 years	'
Property and Equipment, Gross	522	'
Office Furniture and Equipment [Member]	'	'
Property and Equipment, Gross	11	'
Office Furniture and Equipment [Member] | Minimum [Member]	'	'
Estimates Useful Life	'3 years	'
Office Furniture and Equipment [Member] | Maximum [Member]	'	'
Estimates Useful Life	'7 years	'
Computer Equipment and Software [Member]	'	'
Property and Equipment, Gross	43	1
Computer Equipment and Software [Member] | Minimum [Member]	'	'
Estimates Useful Life	'1 year	'
Computer Equipment and Software [Member] | Maximum [Member]	'	'
Estimates Useful Life	'5 years	'
Construction in Progress [Member]	'	'
Property and Equipment, Gross	$6	'

Property_and_Equipment_Details1

Property and Equipment (Details Narrative) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Property And Equipment Details Narrative	'	'	'	'
Depreciation expense	$46	$0	$72	$0

Business_Combinations_Details

Business Combinations (Details) (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Accounts receivables	$653	'
Current assets held for sale	1,500	'
Inventory	1,410	'
Other current assets	23	'
Prepaid expenses	156	'
Fixed assets	1,288	'
Accounts payable and accrued expenses	-810	'
Current liabilities related to assets held for sale	-1,500	'
Deferred revenue	-426	'
Total acquisition cost allocated	3,139	'
Patents [Member]	'	'
Total acquisition cost allocated	310	'
Customer Lists [Member]	'	'
Total acquisition cost allocated	174	'
Trade Names [Member]	'	'
Total acquisition cost allocated	236	'
Noncompete Agreements [Member]	'	'
Total acquisition cost allocated	$125	'

Business_Combinations_Details1

Business Combinations (Details1)	9 Months Ended
	Sep. 30, 2013
Patents [Member]	'
Intangible asset useful life	'12 years
Customer Lists [Member]	'
Intangible asset useful life	'13 years
Noncompete Agreements [Member]	'
Intangible asset useful life	'4 years
Trade Names [Member]	'
Intangible asset useful life	'20 years

Business_Combinations_Details_

Business Combinations (Details 2) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Business Combinations Details 2	'	'	'	'
Total revenue	$1,281	$2,034	$4,214	$4,788
Net income (loss)	($2,676)	($728)	($7,354)	($4,478)

Business_Combinations_Details_1

Business Combinations (Details Narrative) (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012
Business Combinations Details Narrative	'	'
Acquisition charges	$100	$100
Additional interest expense	$100	$100

Loans_Payable_Details

Loans Payable (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified
Loans Payable Details	'	'
Short term notes	$490	$50
Short term notes - related party	3,542	525
Loans Payable	$4,032	$575

Loans_Payable_Details_1

Loans Payable (Details 1) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified
Long term loans	'	'
Convertible notes	$360	'
Convertible notes, Total	$360	'

Loans_Payable_Details_Narrativ

Loans Payable (Details Narrative) (USD $)

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

6 Months Ended

3 Months Ended

In Thousands, except Share data, unless otherwise specified

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2013

Sep. 30, 2013

Jun. 30, 2013

Jun. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Jun. 30, 2013

Jun. 30, 2013

Jun. 30, 2013

Jun. 30, 2013

Sep. 30, 2013

Jun. 30, 2013

Jun. 30, 2013

Dec. 31, 2012

Jun. 30, 2013

Mar. 31, 2013

Mar. 31, 2013

Original Terms of Notes [Member]

DayStar Funding, LP [Member]

DayStar Funding, LP [Member]

DayStar Funding, LP [Member]

DayStar Funding, LP [Member]

Frederick A. Voight [Member]

James Linderman [Member]

James Barickman [Member]

John Linderman [Member]

John Linderman [Member]

Lawrence Ingber [Member]

Harry Pond [Member]

Series D Convertible Preferred Stock

Series D Convertible Preferred Stock

Series D Convertible Preferred Stock Member

Series D Convertible Preferred Stock Member

Minimum [Member]

Maximum [Member]

Loans Payable [Member]

Loans Payable [Member]

Loans Payable [Member]

Convertible demand notes to third party

'

'

'

$32,234

'

'

'

'

'

'

'

'

'

'

'

'

$50

'

'

'

Convertible demand notes to related party

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

125

8

50

50

Notes Convertible into preferred shares to third party

'

'

4,029,200

'

'

'

'

'

'

'

'

'

'

'

'

'

13,333

'

'

'

Notes Convertible into preferred shares to related party

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

33,333

1,000,000

13,333

13,333

Principal balance of notes

'

'

400

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Aggregated purchase price

'

'

176

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Convertible debentures and interest expense

7

'

'

23

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Imputed interest

0

'

'

0

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Principal amount

'

'

32

175

8

2,950

470

'

'

15

100

50

50

175

100

36

'

'

'

'

Unaffiliated third party loan

400

400

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Discount at issuance and recorded debt

220

1,726

'

1,437

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Loan fee percentage

2.00%

2.00%

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Loan fees in connection with the promissory notes issued in May 2013

10

60

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Discount amortization

$125

$1,437

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Interest rate

'

'

'

'

'

'

1.50%

'

'

'

'

'

'

0.22%

'

'

'

'

'

'

Maturity Date

'

'

'

'

'

'

'Due on or before November 6, 2013.

'

'

'

'

'

'

'Due on or before October 18, 2013.

'

'

'

'

'

'

Warrant issued with promissory note

'

'

'

'

'

'

282,000

'

'

'

'

'

'

'

'

'

'

'

'

'

Exercise price

'

'

'

'

'

'

$2.69

'

'

'

'

'

'

'

'

'

'

'

'

'

Risk free interest rate

'

'

'

'

'

'

'

0.96%

1.35%

'

'

'

'

'

'

'

'

'

'

'

Expected volatility rate

'

'

'

'

'

'

'

78.06%

80.75%

'

'

'

'

'

'

'

'

'

'

'

Expected dividend

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Stockholders_Equity_Details_Na

Stockholders' Equity (Details Narrative) (USD $)

3 Months Ended

9 Months Ended

3 Months Ended

3 Months Ended

9 Months Ended

In Thousands, except Share data, unless otherwise specified

Sep. 30, 2013

Mar. 31, 2013

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2013

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Series D Preferred Convertible Member

Series D Preferred Convertible Member

Series D Convertible Preferred Stock Member

Series D Convertible Preferred Stock Member

Series A Preferred Stock [Member]

Series B Preferred Stock [Member]

Series C Preferred Stock [Member]

Detachable Warrants [Member]

Detachable Warrants [Member]

Detachable Warrants [Member]

Warrants for Services [Member]

Minimum [Member]

Maximum [Member]

Convertible demand notes to third party

'

'

$32,234

$50

'

'

'

'

'

'

'

'

'

'

Convertible demand notes to related party

'

'

'

125

'

'

50

'

'

'

'

'

'

'

Notes Convertible into preffered shares to third party

'

4,029,200

'

13,333

'

'

'

'

'

'

'

'

'

'

Notes Convertible into preffered shares to related party

'

'

'

33,333

'

'

13,333

'

'

'

'

'

'

'

Company issued for shares

295,000

'

100,000

'

'

295,000

40,000

'

'

'

'

'

'

'

Company issued for cash

227

'

100

'

'

227

150

'

'

'

'

'

'

'

Fully vested warrants, Shares

'

'

'

'

'

'

'

'

'

'

282,000

'

'

375,000

Fully vested warrants exercise prices

'

'

'

'

'

'

'

'

'

'

$1.19

'

'

$0.45

Warrants compared to the debt

'

'

'

'

'

'

'

'

'

'

'

'

'

688

Risk free interest rate

'

'

'

'

'

'

'

'

'

'

'

0.96%

1.35%

0.86%

Volatility

'

'

'

'

'

'

'

'

'

'

'

78.06%

80.75%

85.00%

Expected term

'

'

'

'

'

'

'

'

'

'

'4 years

'

'

'5 years

Expected dividend

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Fair value of the consideration

$2,000

'

$2,000

'

'

'

'

'

'

'

'

'

'

'

Preffered Stock conversion basis

'

'

'Each share of Preferred A, B and C is convertible into five shares of common stock

'

'

'

'

'

'

'

'

'

'

'

Conversion Basis

'

'

'Each share of Preferred D is convertible into twenty five shares of common stock

'

'

'

'

'

'

'

'

'

'

'

Preffered shares

'

'

'

'

4,216,667

'

'

405,000

1,000,000

0

'

'

'

'

Preferred Shares convertible into number of common shares

'

'

105,416,675

'

'

'

'

'

'

'

'

'

'

'

Convertible warrants

3,132,600

'

3,132,600

'

'

'

'

'

'

'

'

'

'

'

Related_Party_Transactions_Det

Related Party Transactions (Details Narrative) (USD $)

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

In Thousands, except Share data, unless otherwise specified

Sep. 30, 2013

Mar. 31, 2013

Sep. 30, 2013

Jun. 30, 2013

Sep. 30, 2013

Jun. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

John Linderman [Member]

John Linderman [Member]

DayStar Funding, LP [Member]

DayStar Funding, LP [Member]

DayStar Funding, LP [Member]

DayStar Funding, LP [Member]

Highpeak, LLC Member

Rivercoach Partners LP Member

NorthStar Consumer Products, LLC Member

Chord Advisors, LLC Member

Minimum [Member]

Maximum [Member]

Consulting fee incurred

'

'

'

'

'

'

'

'

'

$20

$20

$30

$113

Accounts payable balance

'

'

'

'

'

'

'

'

'

25

72

80

8,750,000

Loan from Executive Officers

800

'

800

'

'

'

'

'

'

'

'

'

'

Conversion of notes payable to common stock, value

'

'

32

'

'

'

'

'

'

'

'

'

'

Conversion of notes payable to common stock, shares

'

'

4,029,200

'

'

'

'

'

'

'

'

'

'

Number of warrants issued

'

25,000

'

'

'

'

'

'

'

'

'

'

'

Value of warrants

'

19,648

'

'

'

'

'

'

'

'

'

'

'

Exercise price of warrants

'

$2.74

'

'

'

'

'

'

'

'

'

'

'

Risk free interest rate

'

0.85%

'

'

'

'

'

0.96%

1.35%

'

'

'

'

Volatility

'

85.00%

'

'

'

'

'

78.06%

80.75%

'

'

'

'

Expected term

'

'5 years

'

'

'

'

'4 years

'

'

'

'

'

'

Fair value of the consideration

2,000

'

2,000

'

'

'

'

'

'

'

'

'

'

Company issued for shares

295,000

'

100,000

'

'

'

'

'

'

'

'

'

'

Company issued for cash

227

'

100

'

'

'

'

'

'

'

'

'

'

Principal amount

'

32

175

50

175

2,950

470

'

'

'

'

'

'

Maturity Date

'

'

'

'

'Due on or before October 18, 2013.

'

'Due on or before November 6, 2013.

'

'

'

'

'

'

Interest rate

'

'

'

'

0.22%

'

1.50%

'

'

'

'

'

'

Accrued interest - related parties

233

'

233

'

'

'

'

'

'

'

'

'

'

Reimbursable expenses

'

'

$418

'

'

'

'

'

'

'

'

'

'

Fair_Value_Measurements_Detail

Fair Value Measurements (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Level 1 [Member]	'	'
Assets and liabilities measured at fair value on recurring basis	'	'
Level 2 [Member]	'	'
Assets and liabilities measured at fair value on recurring basis	'	'
Level 3 [Member]	'	'
Assets and liabilities measured at fair value on recurring basis	'	'

Discontinued_Operations_Detail

Discontinued Operations (Details) (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012
Discontinued Operations Details	'	'
Revenues	'	'
Cost of sales	'	'
Gross loss	'	'
General and administrative	'	8
Depreciation and amortization	'	'
Total operating expenses	'	8
Net gain on assets and liabilities written off	'	'
Finance cost	'	'
Loss from discontinued opertations	'	($8)