Sanomedics (SIMH) 10-Q 14 Nov 14 2014 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Sep. 30, 2014	Nov. 11, 2014
Document And Entity Information	'	'
Entity Registrant Name	'Sanomedics International Holdings, Inc	'
Entity Central Index Key	'0001501972	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-14	'
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	'	113,672,248
Document Fiscal Period Focus	'Q3	'
Document Fiscal Year Focus	'2014	'

Condensed_Consolidated_Balance

Condensed Consolidated Balance Sheets (USD $)	Sep. 30, 2014	Dec. 31, 2013
Current Assets	'	'
Cash	$40,103	$9,560
Accounts receivable	30,786	19,225
Inventories	9,184	39,060
Prepaid expenses	682,915	612
Total Current Assets	762,988	68,457
Fixed assets, net	23,368	12,562
Patents, net	13,081	16,816
Deposit	7,999	7,999
Total Assets	807,436	105,834
Current Liabilities	'	'
Accrued salaries payable	348,608	705,569
Accounts payable and other liabilities	430,356	264,848
Accrued interest payable	233,904	362,284
Accrual for contingencies on contract rescission	165,669	500,000
Common stock payable	22,500	'
Convertible notes payable and advances - related parties net of discount, current portion	435,161	'
Convertible notes payable, net of discount	2,145,021	300,762
Derivative liabilities	2,617,024	1,070,728
Due to related parties	18,151	152,588
Total Current Liabilities	6,416,394	3,356,779
Convertible notes payable and advances- related parties net of discount, net of current portion	755,378	1,873,123
Total Liabilities	7,171,772	5,229,902
Stockholders' Deficit	'	'
Preferred stock, $0.001 par value: 1,000 shares authorized, issued and outstanding as of September 30, 2014 and December 31, 2013, respectively	1	1
Common stock, $0.001 par value: 250,000,000 shares authorized, 23,859,810 and 4,545,119 issued and outstanding as of September 30, 2014 and December 31, 2013, respectively.	23,860	4,545
Additional paid in capital	11,546,928	8,118,299
Stock subscription receivable	-20,000	-20,000
Accumulated deficit	-17,915,125	-13,226,913
Total Stockholders' Deficit	-6,364,336	-5,124,068
Total Liabilities and Stockholders' Deficit	$807,436	$105,834

Condensed_Consolidated_Balance1

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Stockholders' Deficit	'	'
Preferred stock, par value	$0.00	$0.00
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued	1,000	1,000
Preferred stock, shares outstanding	1,000	1,000
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	23,859,810	4,545,119
Common stock, shares outstanding	23,859,810	4,545,119

Condensed_Consolidated_Stateme

Condensed Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2013
			Restated [Member]	Restated [Member]
Revenues, net	$83,181	$281,002	$90,671	$211,750
Cost of goods sold	12,703	42,928	12,197	45,789
Gross profit	70,478	238,074	78,474	165,961
Operating expenses	'	'	'	'
General and administrative	809,641	1,941,924	299,679	753,487
Stock compensation	29,755	328,580	93,000	348,738
Research and development	'	43,703	24,250	77,750
Depreciation and amortization	3,144	5,697	1,899	5,697
Total operating expenses	842,540	2,319,904	418,828	1,185,672
Loss from operations	-772,062	-2,081,830	-340,354	-1,019,711
Other income (expense)	'	'	'	'
Amortization of debt discount on convertible notes	-465,429	-1,301,306	-87,650	-141,987
Derivative expense	-125,860	-853,775	-38,131,952	-40,537,459
Change in fair value of derivative liabilities	-9,350	9,154	39,874,301	40,496,638
Loss on acquisition rescission	'	'	-1,250,000	-1,250,000
Interest expense	-288,690	-460,457	-4,588	-57,703
Total other (expense) income	-889,329	-2,606,384	400,111	-1,490,511
Net (loss) income before income taxes	-1,661,391	-4,688,214	59,757	-2,510,222
Income taxes	'	'	'	'
Net (loss) income	($1,661,391)	($4,688,214)	$59,757	($2,510,222)
Net (loss) income per share - basic and diluted	($0.20)	($0.35)	$0.01	($1.23)
Weighted average number of shares outstanding during the period - basic and diluted	8,486,686	13,528,789	4,081,174	2,045,442

Condensed_Consolidated_Stateme1

Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
		Restated [Member]
CASH FLOWS FROM OPERATING ACTIVITIES	'	'
Net loss	($4,688,214)	($2,510,222)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'
Depreciation and amortization	5,697	5,697
Stock compensation	328,580	348,738
Amortization of debt discount on convertible notes	1,301,306	141,987
Derivative expense	853,775	40,537,459
Change in fair value of derivative liabilities	-9,154	-40,496,638
Loss on rescission	'	1,250,000
Refinancing costs for revolving line of credit	474,131	'
Changes in operating assets and liabilities	'	'
Accounts receivable	-11,561	46,138
Inventories	29,876	850
Prepaid expenses and deposits	157,697	-10,634
Accrued salaries payable	'	119,391
Accounts payable and other liabilities	270,168	-36,161
Accrued interest payable	136,620	71,263
Accrual for contingencies on contract rescission	-334,331	'
Due to related parties	-134,437	84,872
Net Cash Used In Operating Activities	-1,619,847	-447,260
CASH FLOWS USED FROM INVESTING ACTIVITIES	'	'
Advances made to Prime Time Medcal	'	-400,000
Purchase of fixed assets	-12,768	'
Net Cash Used In Investing Activities	-12,768	-400,000
CASH FLOWS FROM FINANCING ACTIVITIES	'	'
Proceeds from convertible notes payable and advances - related party	838,240	539,490
Proceeds from common stock subscription	22,500	'
Proceeds from revolving line of credit, net	905,768	'
Proceeds from convertible notes payable	149,400	375,000
Payoffs of convertible notes payable	-252,750	'
Net Cash Provided By Financing Activities	1,663,158	914,490
Net change in cash	30,543	67,230
Cash - beginning of period	9,560	26,084
Cash - end of period	40,103	93,314
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION	'	'
Cash paid during the period for: Income taxes	'	'
Cash paid during the period for: Interest	93,418	'
NON-CASH TRANSACTIONS	'	'
Common stock issued to consultants for services	29,755	'
Common stock issued for conversion of debt	771,404	102,985
Common stock issued for acquisition	'	750,000
Accrued salaries payable converted to convertible promissory note-officer	'	703,339
Accrued salaries payable converted to common stock	211,365	'
Borrowings under revolving line of credit to convertible notes	$1,404,899	'

ORGANIZATION_AND_BASIS_OF_PRES

ORGANIZATION AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION	'
	Sanomedics International Holdings, Inc. (referred to herein as “we”, “us”, “our” or the “Company”) is a medical technology products and services holding company which through its subsidiaries, designs, develops, markets and distributes non-invasive infrared thermometers principally for healthcare providers.
	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulations S-X of the U.S. Securities and Exchange Commission. Accordingly, they do not include all the information and notes required by GAAP for annual financial statements.
	In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments considered necessary to present fairly the financial position of the Company as of September 30, 2014 and December 31, 2013, and the condensed consolidated results of operations and cash flows for the nine months ended September 30, 2014 and 2013. Due to seasonality, potential changes in economic conditions, interest rate fluctuations and other factors, the results of operations for such interim periods are not necessarily indicative of the results for the full year.
	The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, which include Thermomedics, Inc. (since July 2009), Anovent Inc. (since December 2011) and Biscayne Medical LLC (since July 2014). All significant inter-company accounts and transactions have been eliminated in consolidation.
	The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as amended, which contains the audited consolidated financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the fiscal year ended December 31, 2013. The interim results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results for the full fiscal year.

RESTATEMENT_OF_CONDENSED_CONSO

RESTATEMENT OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	9 Months Ended
	Sep. 30, 2014
Restatement Of Condensed Consolidated Financial Statements	'
NOTE 2 - RESTATEMENT OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	'
	On March 28, 2014, the Company announced that it would restate its previously issued unaudited condensed consolidated financial statements at September 30, 2013 and for the three and nine months then ended as contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013. This restatement reverses all balances pertaining to the original recording of the Prime Time Medical, Inc. (“PTM”) acquisition which took place on August 30, 2013.
	The Board of Directors of the Company concluded that the stock purchase agreement of PTM was not legally consummated and therefore consolidation was not appropriate. Accordingly the Company decided to rescind the completed transaction with PTM as if it did not occur, after discovering numerous material irregularities and differences between financial statements reproduced by the Company and the financial statements provided by Mark Miklos (“Seller”), the seller of PTM in connection with the Purchase Agreement.
	The Company also discovered that the Seller failed to disclose that there were on-going audits with respect to PTM’s Medicare and Medicaid billings for periods prior to the consummation of the transaction. These audits escalated and, as a result, PTM could no longer invoice Medicare and Medicaid for any products or services and be paid for such products and services until the outcome of the audits which were estimated to last at least two years. Also, as a result of other Medicare and Medicaid audits for periods prior to the consummation of the transaction,
	Medicare and Medicaid is demanding reimbursement for products that PTM was paid for prior to the closing of the transaction that were improperly reported. It is estimated that PTM may owe Medicare and Medicaid up to $500,000 in improper payments. In addition, there were approximately $500,000 in accounts receivable that will not be paid to PTM pending the outcome of the audits.
	On March 13, 2014 the Board concluded that as a result of the foregoing events and Medicare and Medicaid’s constraint on PTM’s business and payment stream, the business could no longer survive and should immediately cease operating.
	The following tables present the impact of the restatement on the Company’s previously issued condensed consolidated financial statements.
	Condensed Consolidated Balance Sheets:
		September 30, 2013 As previously Reported						September 30, 2013 As Restated
					Adjustments
	Current Assets	$	1,257,877		$	(1,104,652	)	$	153,225
	Fixed Assets		95,426			( 80,339	)		15,087
	Other Assets		3,135,641			(3,094,581	)		41,060
	Total Assets	$	4,488,944		$	(4,279,572	)	$	209,372
	Current Liabilities	$	5,334,182		$	(3,015,987	)	$	2,318,195
	Total liabilities		8,188,621			(3,397,504	)		4,791,117
	Total Stockholders’ Deficit	$	(3,699,677	)	$	( 882,068	)	$	(4,581,745	)
	Condensed Consolidated Statements of Operations:
		Three months ended September 30, 2013
		As previously
		Reported			Adjustments			As Restated
	Revenues, net	$	422,827		$	( 332,156	)	$	90,671
	Gross profit		123,716			( 45,242	)		78,474
	Total Operating expenses		586,459			( 167,631	)		418,828
	Loss from operations		( 462,743	)		( 122,389	)		( 340,354	)
	Total other income		385,956			14,155			400,111
	Net Income (Loss)	$	( 76,787	)	$	136,544		$	59,757
	Net loss per share-basic and diluted	$	( -	)	$	( 0.01	)	$	0.01
		Nine months ended September 30, 2013
		As previously
		Reported			Adjustments			As Restated
	Revenues, net	$	543,906		$	( 332,156	)	$	211,750
	Gross profit		211,204			( 45,243	)		165,961
	Total Operating expenses		1,353,302			( 167,630	)		1,185,672
	Loss from operations		(1,142,098	)		( 122,387	)		(1,019,711	)
	Total other income (expense)		(1,504,667	)		14,156			(1,490,511	)
	Net Loss	$	(2,646,765	)	$	136,543		$	(2,510,222	)
	Net loss per share-basic and diluted	$	( 0.16	)	$	( 1.07	)	$	( 1.23	)
	Condensed Consolidated Statement of Cash Flows:
		Nine months ended September 30, 2013
		As previously
		Reported			Adjustments			As Restated
	Net cash used in operating activities	$	(419,161	)	$	( 28,099	)	$	(447,260	)
	Net cash used in investing activities	$	(562,302	)	$	162,302		$	(400,000	)
	Net cash provided by financing activities	$	1,048,693		$	( 134,203	)	$	914,490
	Net increase in cash	$	67,230		$	-		$	67,230

LIQUIDITY_AND_GOING_CONCERN

LIQUIDITY AND GOING CONCERN	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 3 - LIQUIDITY AND GOING CONCERN	'
	The condensed consolidated financial statements have been prepared on a going concern basis, and do not reflect any adjustments related to the uncertainty surrounding our recurring losses or accumulated deficit.
	The Company currently has limited revenue and is experiencing recurring losses which have caused an accumulated deficit of $17,915,125 and a working capital deficit of $5,653,407 as of September 30, 2014. These factors raise substantial doubt about its ability to continue as a going concern. Management has financed the Company's operations principally through loans from third parties including CLSS Holdings LLC (“CLSS”), a company owned by a former officer and a shareholder of the Company. Through September 30, 2014, the Company obtained its liquidity principally from approximately $906,000 of borrowing under a Revolving Line of Credit secured on January 9, 2014 from TCA Global Credit Master Fund (“TCA”), which was assumed by Redwood Management LLC (“Redwood”) on September 23, 2014, and $838,000 of cash advances from CLSS. Management’s plan is to seek equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in completing this financing and accomplishing any of its plans.
	The ability of the Company to continue as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

REVOLVING_LINE_OF_CREDIT_AND_R

REVOLVING LINE OF CREDIT AND REFINANCING	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 4 - REVOLVING LINE OF CREDIT AND REFINANCING	'
	TCA Credit Agreement:
	On January 9, 2014, we entered into a Senior Secured Revolving Credit Facility Agreement (the "Credit Agreement") with TCA. Pursuant to the Credit Agreement, TCA extended to us a $5 million revolving credit facility. An initial credit line of $2,300,000 was provided by TCA at closing, with $1,000,000 funded on the date of closing and the remaining $1,300,000 representing funding for pending acquisitions.
	The amounts borrowed pursuant to the Credit Agreement are evidenced by a Revolving Note (the "Note") from us and certain of our subsidiaries in the principal amount of $1,000,000 which bore interest at the rate of 11% per annum and matured July 9, 2014. The Note was convertible at the option of TCA into shares of our common stock at a variable conversion price equal to 85% of the lowest daily trading volume weighted average price of our common stock during the five business days preceding the conversion date, however to date the holder has not opted to convert the Note into Company stock. At closing we also paid TCA an equity advisory fee of $160,000 which was paid through the issuance of 134,454 shares of our common stock.
	The Credit Agreement contained negative and financial covenants. The Company was not in compliance with certain of these covenants and on May 12, 2014, TCA provided the Company with a notice of default of the Credit Agreement. On May 21, 2014, the Company, along with several other entities, filed a Complaint in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida, against TCA for breach of contract and unjust enrichment. On July 1, 2014, TCA filed a separate action against the Company, two officers of the Company, and its wholly owned subsidiaries, claiming that the Company has defaulted on the note, and seeking at least $901,142 in damages, plus pre-judgment interest, attorney’s fees, costs, foreclosure on associated collateral, and the proceeds from any sale of that collateral.
	Redwood Refinancing:
	On September 23, 2014, we executed a series of agreements with TCA and Redwood including a certain amendment agreement with Redwood, modifying the Credit Agreement previously entered into with TCA on January 9, 2014. Redwood entered into a Debt Purchase Agreement with TCA related to the TCA obligations. Pursuant to those agreements, Redwood assumed the TCA obligations, including conversion rights of TCA transferred to Redwood. In connection therewith, the Company executed two replacement revolving notes, one for $117,075 and a second for $1,287,824 (the “Notes”). The Notes are convertible at the option of Redwood into shares of our common stock. Refer to Note 5.
	The foregoing refinancing lifted the pending default status of the TCA obligations and also placed their current litigation proceedings against the Company and certain of its officers in abeyance until the TCA obligations were entirely paid in full.
	On October 20, 2014, Redwood accelerated the complete payoff of the Note to TCA and, accordingly, the Company was deemed to have satisfied all outstanding debt obligations owed to TCA and all litigation between the Company, its officers and TCA was dismissed.

CONVERTIBLE_NOTES_PAYABLE_AND_

CONVERTIBLE NOTES PAYABLE AND ADVANCES - RELATED PARTIES, NET OF DISCOUNTS	9 Months Ended
	Sep. 30, 2014
Convertible Notes Payable And Advances - Related Parties Net Of Discounts	'
NOTE 5 - CONVERTIBLE NOTES PAYABLE AND ADVANCES - RELATED PARTIES, NET OF DISCOUNTS	'
	Convertible notes payable and advances to related parties consists of the following:
		September 30,		December 31,
		2014		2013
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated September 30, 2010. Note accrued interest at 9% per annum. (D)	$	-	$	50,000
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated March 12, 2011. Note accrued interest at 9% per annum. (D)		-		66,750
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated September 30, 2011. Note accrued interest at 9% per annum. (D)		-		95,000
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated March 12, 2011. Note accrued interest at 8% per annum.		-		334,787
	Five (5) Secured Convertible Promissory Notes-CLSS Holdings LLC, dated February 21, 2014. Notes accrue interest at 8% per annum, due and payable on March 1, 2016 (C)(D)		132,476		-
	Secured Convertible Promissory Note-CLSS Holdings LLC, dated May 8, 2014. Notes accrue interest at 8% per annum, due and payable on May 6, 2016 (C)(D)		95,000		-
	Two (2 Secured Convertible Promissory Notes-CLSS Holdings LLC, dated June 30, 2014. Note accrues interest at 8% per annum, due and payable on June 1, 2016 (C)(D)		527,902		-
	Convertible Promissory Note - Officer dated June 17, 2013. Note accrues interest at 9% per annum, due and payable on March 30, 2015 , net of discount of $210,678(B)		192,661		200,954
	Total Notes		948,039		747,491
	Other advances from CLSS Holdings, LLC, not evidenced by a Promissory Note (A)		242,500		1,125,632
			1,190,539		1,873,123
	Less: Current portion		435,161		-
		$	755,378	$	1,873,123
	The secured convertible promissory notes above are collateralized by substantially all the assets of the Company, and are convertible, at the holder's option, into common shares of the Company at a fixed conversion price ranging from $0.25 to $0.50 per share.
	(A) On February 21, 2014 the Company memorialized advances from CLSS into various convertible promissory notes, accruing interest at 9% and matures March 1, 2016.
	(B) This note is convertible at a conversion price equal to the discount in the average of the lowest three closing bid prices of the common stock during the 10 day trading days prior to conversion. The embedded conversion features resulted in a derivative liability which has been measured using the Monte Carlo valuation method at September 30, 2014 and December 31, 2013. On July 25, 2014, the Company issued 2,904,163 shares of restricted common stock in connection with the partial redemption of convertible debt.
	(C) Through the nine (9) months ended September 30, 2014, convertible notes totaling $667,609 were converted into 5,330,500 shares of common stock at conversion prices ranging from $0.08 to $0.21 per share.
	(D) Through the nine (9) months ended September 30, 2014, $709,750 was assigned by the holder to eight (8) third parties, which subsequently converted to 3,347,332 shares of common stock at conversion prices ranging from $0.02 to $0.36 per share.

CONVERTIBLE_NOTES_PAYABLE_NET_

CONVERTIBLE NOTES PAYABLE, NET OF DISCOUNTS	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 6 - CONVERTIBLE NOTES PAYABLE	'
	Third party convertible notes payable consists of the following:
		September 30,		December 31,
		2014		2013
	Convertible promissory note with interest at 9% per annum, convertible into common shares at fixed price of $0.50 per share. Matures on August 24, 2014, net of unamortized discount of $9,503 and $37,500, respectively (E).	$	65,497	$	37,500
	Seven (7) convertible promissory notes with interest ranging from 6% to 12% per annum, convertible into common shares at prices ranging from 10% to 50% discount to defined market prices. Maturity ranges through October 25, 2014, net of unamortized discounts of $-0- and $229,907, respectively (A) (B) (E).		36,500		151,519
	Two (2) convertible promissory notes with interest at 12% per annum (zero interest first 90 days) plus a 10% original discount interest, convertible into common shares at a conversion price per share of 30% discount to a defined market price. Matures through December 9, 2014, net of unamortized discount of $4,361 and $97,587 respectively (A)(C).		53,237		111,743
	Seven (7) convertible promissory notes with interest ranging from 8% to 12% per annum, convertible into common shares at prices ranging from 25% to 70% discount to defined market prices. Maturity ranges through March 31, 2015, net of unamortized discounts of $204,693.(A)(B)(C)		117,308		-
	Four (4) convertible promissory notes with interest ranging from 8% to 12% per annum, convertible into common shares at a conversion prices per share of 50% discount to a defined market prices. Maturity ranges through September 11, 2015, net of unamortized discounts of $260,312.(A)(B)(C)		101,519		-
	Two (2) convertible promissory notes with interest at 8% per annum, convertible into common shares at a conversion price per share of 15% discount to a defined market price. Matures through August 1, 2015, net of unamortized discount of $124,544 and $ -0-, respectively. (A)		715,456		-
	Convertible promissory note with interest at 12% per annum, convertible into common shares at a conversion price per share of 15% discount to a defined market price. Matures on September 21, 2015, net of unamortized discount of $76,722 and $ -0-, respectively.(A)(D) See Note 4		15,353		-
	Convertible promissory note with interest at 12% per annum, convertible into common shares at a conversion price per share of 15% discount to a defined market price. Matures on September 21, 2015, net of unamortized discount of $247,672 and $ -0-, respectively.(A) See Note 4		1,040,151		-
			2,145,021		300,762
	Less current portion		-2,145,021		-300,762
	Long-term portion of convertible debt	$	-	$	-
	(A) These convertible promissory notes are generally convertible at a conversion price equal to the discount to the average of the lowest three closing bid prices of the common stock during the 10 trading days prior to conversion. The embedded conversion features resulted in a derivative liability which has been measured using the Monte Carlo valuation method at September 30, 2014 and December 31, 2013.
	(B) Through the period ended September 30, 2014, six (6) convertible notes totaling $375,057 were converted into 3,570,790 shares of common stock.
	(C) Through the period ended September 30, 2014, three (3) convertible notes totaling $252,750 were paid.
	(D) On September 29, 2014, $25,000 of debt was converted into 896,539 shares of common stock.
	(E) Pending conversion of debt to common stock at request of debt holder.
	In accordance with ASC 470-20 Debt with Conversion and Other Options, at time of issuance the Company allocated $1,708,608 and $828,906 of the derivative liability as discounts against the convertible notes. The discounts are being amortized to interest expense over the term of the notes using the effective interest method. The Company recorded $1,301,306 and $54,337 of interest expense pursuant to the amortization of the note discounts for the nine months ended September 30, 2014 and 2013, respectively.

DERIVATIVE_LIABILITIES

DERIVATIVE LIABILITIES	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 7 - DERIVATIVE LIABILITIES	'
	The Company analyzed the related party convertible note-officer and convertible promissory notes referred to in Notes 5 and 6 based on the provisions of ASC 815-15 and determined that the conversion options of the convertible notes qualify as embedded derivatives and requires the recognition of derivative liabilities.
	For the derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then revalued at each reporting date The Company estimates the fair value of the embedded derivatives using a Monte Carlo simulation valuation model that combines expected cash outflows with market-based assumptions regarding risk-adjusted yields, stock price volatility, probability of a change of control and the trading information of our common stock into which the notes are convertible, as appropriate to value the derivative instruments at inception and subsequent valuation dates and the value is reassessed at the end of each reporting period, in accordance with FASB ASC Topic 815-15.
	The aggregate fair value of derivative liabilities as of September 30, 2014 and December 31, 2013 amounted to $2,617,024 and $1,070,728, respectively. The net increase of $1,546,296 in the fair value of the derivative liabilities from 2013 has been reflected as unamortized discount of $1,138,484 reflected in the convertible notes payable to officer and third parties, the amortization of debt discount of $1,301,306 and the change in fair value of the derivatives between the respective periods is included in other income (expenses) amounting to $9,154.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 8 - COMMITMENTS AND CONTINGENCIES	'
	JMJ Litigation
	On May 29, 2014, Justin Keener d/b/a JMJ Financial (“JMJ”) filed a Complaint against the Company in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida. In the Complaint, JMJ alleges that the Company breached a convertible promissory note dated June 17, 2013, pursuant to which JMJ provided $150,000 to the Company on or about June 19, 2013, and an additional $50,000 to the Company on or about December 12, 2013. JMJ alleges that on February 4, 2014, it agreed to accept $280,000 in satisfaction of the note. JMJ alleges that the Company paid $186,667 to JMJ on February 19, 2014. On July 21, 2014, the Company filed its Answer, Affirmative Defenses, and Counterclaim against JMJ. As affirmative defenses, the Company asserts, among others, that JMJ is not entitled to the relief requested because the promissory note at issue charges usurious interest rates in violation of Florida’s usury laws, and because JMJ’s claims for lost profits are speculative. The Company also asserts counter-claims for Declaratory Relief (seeking an order that the promissory note is usurious under Florida law and the entire debt and conversion rights thus are unenforceable, and all moneys paid on the Note by the Company to JMJ must be returned to the Company) and for usury (seeking damages for all moneys paid pursuant to the promissory note, reasonable attorneys’ fees, and costs). On August 29, 2014, JMJ filed a Motion to Dismiss the Company’s Counterclaim, arguing that the transactions at issue are not subject to Florida’s usury laws, and further arguing that the Company cannot maintain a claim for usury because no interest was paid on the note. The Company intends to defend against JMJ’s claims, and pursue its claims, vigorously.
	Prime Time Medical Litigation
	After assuming control of the acquisition of PTM in August 2013, the Company discovered that the Seller failed to disclose that there were on-going audits with respect to PTM’s Medicare and Medicaid billings for periods prior to the consummation of the transaction. These audits have escalated and, as a result, PTM can no longer invoice Medicare and Medicaid for any products or services and be paid for such products and services until the outcome of the audits which could last at least two years. Also, as a result of other Medicare and Medicaid audits for periods prior to the consummation of the transaction, Medicare and Medicaid are demanding payments for products that PTM was paid prior to the closing of the transaction that were improper. It is estimated that PTM may owe Medicare and Medicaid up to $500,000 in improper payments and at least another $500,000 in accounts receivable that will not be paid to PTM pending the outcome of the audits. On March 13, 2014, after discovering numerous material differences between financial statements reproduced by the Company and the financial statements provided by the Seller in connection with the Stock Purchase Agreement, coupled with the foregoing events and Medicare and Medicaid’s constraint on PTM’s business and payment stream, the Board of Directors of the Company determined that the business could no longer survive and thus opted to pursue a rescission of the completed transaction with PTM.
	As a result of discoveries of fraud and misrepresentations in the acquisition of PTM described above, on March 18, 2014, the Company filed a lawsuit against the Seller in Miami-Dade County, Florida Case No.14007055CA01, alleging breach of contract, fraud in the inducement, fraudulent misrepresentation, unjust enrichment, conversion, breach of fiduciary duty and damages. The Company is seeking judgment against the Seller, restitution, rescission of the Purchase Agreement and Employment Agreement and return of all moneys paid to the Seller.
	On March 19, 2014 the Company was served with a lawsuit filed by the Seller against the Company and Anovent, Inc. in Hillsborough County, Florida Case No. 14-CA-2520 DIV K, alleging the following: breach of the Employment Agreement entered into with the Company; improper notice of termination; breach of the Short Term Note for $850,000; breach of Promissory Notes A and B for $500,000 each, and further includes an action to foreclose a security interest in personal property and intangibles as a result of the alleged defaults of the Notes and rights under the Security Agreement. The litigation filed by the Seller was transferred to Miami Dade County and subsequently, on October 14, 2014, transferred by administrative judge to the same division as the Company’s litigation against the Seller. The Company has filed a Motion to consolidate the two lawsuits.
	The Company believes there is no merit to the Seller’ lawsuit and intends to defend itself aggressively.
	Exergen Litigation
	On May 21, 2013, Exergen Corporation commenced legal action in the United States District Court for the District of Massachusetts against the Company, alleging infringement of certain intellectual property through the Company’s sale of the Caregiver Thermometer, as well as the Company's prior sales of its talking non-contact thermometer. Exergen is seeking various types of relief, including damages and an injunction against further alleged infringement of the intellectual property. On September 3, 2013, the Company filed its answer to Exergens’ complaint and asserted counterclaims and affirmative defenses for non-infringement and invalidity of the asserted patents. The Company believes the alleged claim of infringement is without merit and will vigorously defend its rights to market and sell the thermometers.
	Other Litigation:
	From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business.

COMMON_STOCK

COMMON STOCK	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 9 - COMMON STOCK	'
	On January 16, 2014, a former officer and shareholder assigned 650 shares of preferred stock from his holdings of 750 shares allocating 452 shares to two (2) members of management, 100 shares to its Chairman of the Board and 98 shares to a family member.
	On January 28, 2014, in exchange for a reduction of debt of the Company owed to CLSS for a share price of $0.10 per share, the Company issued 3,142,270 shares of restricted common stock to various existing individual shareholders designated by the owner of CLSS.
	On February 21, 2014, the Company converted a Convertible Note due to CLSS for $282,740 into 1,323,750 shares restricted at a price per share of $0.2136.
	On January 21, 2014, and, in connection with a Securities Purchase Agreement and convertible promissory note in the principal amount of $50,000, the Company converted the note into a total of 150,000 shares of the Company’s common stock at a conversion price of $0.03 per share.
	On February 28, 2014, the Company issued 107,656 shares of common stock to two (2) parties as commissions on the TCA lending financing.
	During January 21, 2014 to March 28, 2014, the Company issued a total of 868,921 shares of restricted common stock to four (4) companies in connection with the conversion of convertible debt held.
	On March 28, 2014, the Company issued 134,454 shares of common stock as payment of advisory fee to TCA in connection with the TCA lending facility.
	From April 1, 2014 to June 30, 2014, the Company issued a total of 869,333 shares of common stock to six (6) companies in connection with the conversion of convertible debt held.
	On April 28, 2014 and May 16, 2014, the Company converted a total of $362,353 portions of a Convertible Note due CLSS totaling $539,491 into 1,152,394 shares restricted at a prices ranging from $0.25 to $0.45.
	During April and May 2014, pursuant to portions of Convertible Notes due to CLSS, the holder assigned to three (3) third parties the principal amounts totaling $140,000. These three notes were converted on April 24, 2014, May 5, 2014 and May 21, 2014 into a total of 400,000 shares.
	On June 9, 2014 the Company issued 182,500 shares of restricted common stock at a price of $0.41 per share to a third party as payment for services related to investor relations.
	On June 11, 2014, the Company issued 584,724 shares of restricted common stock to a former officer and a shareholder at a price per share of $0.25 in settlement of $145,596 of unpaid and accrued salaries.
	From July 1, 2014 through September 30, 2014, the Company issued a total of 2,430,722 shares of restricted common stock to a former officer and shareholder at prices per share ranging from $0.04 to $0.25 in settlement of $211,365 of unpaid and accrued salaries.
	On July 25, 2014, the Company issued 2,904,163 shares of restricted common stock to an officer of the Company in connection with the partial conversion of convertible stock held.
	On August 29, 2014 and September 17, 2014, the Company issued a total of 400,000 shares of restricted common stock to two (2) consultants as payment for financial and investor relations services.
	On August 29, 2014, the Company converted a portion of Convertible Note due to CLSS for $313,000 into 864,480 shares restricted at a price per share of $0.082.
	From July 1, 2014 through September 30, 2014, the Company issued a total of 4,349,324 shares to six (6) parties in connection with the conversion of convertible debt held.

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 10 - SUBSEQUENT EVENTS	'
	Third Party Debt Financing:
	(a) On October 24, 2014, we entered into two (2) convertible debentures (the “Debentures”) with Redwood and REDWOOD FUND II, LLC in the principal amounts of $189,375 and $63,125, respectively. On October 27, 2014, Redwood funded the Company an initial tranche of $125,000 pursuant to the terms thereof, with the remaining $127,500 balance to be funded in one week after execution. The principal sum of the Debentures carries a 1% original issue discount from the stated principal amounts. The maturity date of the Debentures plus interest at 13% per annum is April 24, 2015 or such earlier date as the Debentures are required or permitted to be repaid as provided in the Debentures agreement.
	All principal and accrued interest on the Debentures is convertible into shares of the Company’s common stock at the election of the holder thereof at any time at a conversion price equal to 65% of the lowest traded volume weighted average price (“VWAP”) during the 10 trading days prior to conversion.
	(b) On October 24, 2014, a convertible note originally for $213,612 held by a third party, was purchased and assigned to a new third party lender for $254,916. The convertible promissory note carries interest at 8% per annum, convertible into common shares at a conversion price equal to 62.5% of the lowest traded VWAP price during the 10 trading days prior to conversion and matures on May 23, 2015.
	Share Issuances:
	During October 1, 2014 and November 3, 2014, the Company issued a total of 31,399,803 shares to five (5) parties in connection with the conversion of $287,951 in convertible debt held.
	On October 6, 2014 and November 10, 2014 the Company issued a total of 3,613,425 shares of restricted common stock to a former officer and shareholder at a prices ranging from $0.02 to $0.04 in settlement of $96,164 of unpaid and accrued salaries.
	During October, 2014 through November 10, 2014, the Company issued 18,612,912 shares to a Company owned by a former officer and shareholder in connection with the conversion of $193,782 in convertible debt held.
	From October 1, 2014 to November 10, 2014 the Company issued Redwood a total of 34,222,678 shares in connection with the conversion of $451,982 in convertible debt held.
	Management has evaluated the subsequent events through November 14, 2014, the date at which the condensed consolidated financial statements were available for issue.

RESTATEMENT_OF_CONDENSED_CONSO1

RESTATEMENT OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Tables)	9 Months Ended
	Sep. 30, 2014
Restatement Of Condensed Consolidated Financial Statements Tables	'
Condensed Consolidated Balance Sheets	'
	Condensed Consolidated Balance Sheets:
		September 30, 2013 As previously Reported						September 30, 2013 As Restated
					Adjustments
	Current Assets	$	1,257,877		$	(1,104,652	)	$	153,225
	Fixed Assets		95,426			( 80,339	)		15,087
	Other Assets		3,135,641			(3,094,581	)		41,060
	Total Assets	$	4,488,944		$	(4,279,572	)	$	209,372
	Current Liabilities	$	5,334,182		$	(3,015,987	)	$	2,318,195
	Total liabilities		8,188,621			(3,397,504	)		4,791,117
	Total Stockholders’ Deficit	$	(3,699,677	)	$	( 882,068	)	$	(4,581,745	)
Condensed Consolidated Statements of Operations	'
	Condensed Consolidated Statements of Operations:
		Three months ended September 30, 2013
		As previously
		Reported			Adjustments			As Restated
	Revenues, net	$	422,827		$	( 332,156	)	$	90,671
	Gross profit		123,716			( 45,242	)		78,474
	Total Operating expenses		586,459			( 167,631	)		418,828
	Loss from operations		( 462,743	)		( 122,389	)		( 340,354	)
	Total other income		385,956			14,155			400,111
	Net Income (Loss)	$	( 76,787	)	$	136,544		$	59,757
	Net loss per share-basic and diluted	$	( -	)	$	( 0.01	)	$	0.01
		Nine months ended September 30, 2013
		As previously
		Reported			Adjustments			As Restated
	Revenues, net	$	543,906		$	( 332,156	)	$	211,750
	Gross profit		211,204			( 45,243	)		165,961
	Total Operating expenses		1,353,302			( 167,630	)		1,185,672
	Loss from operations		(1,142,098	)		( 122,387	)		(1,019,711	)
	Total other income (expense)		(1,504,667	)		14,156			(1,490,511	)
	Net Loss	$	(2,646,765	)	$	136,543		$	(2,510,222	)
	Net loss per share-basic and diluted	$	( 0.16	)	$	( 1.07	)	$	( 1.23	)
Condensed Consolidated Statement of Cash Flows	'
	Condensed Consolidated Statement of Cash Flows:
		Nine months ended September 30, 2013
		As previously
		Reported			Adjustments			As Restated
	Net cash used in operating activities	$	(419,161	)	$	( 28,099	)	$	(447,260	)
	Net cash used in investing activities	$	(562,302	)	$	162,302		$	(400,000	)
	Net cash provided by financing activities	$	1,048,693		$	( 134,203	)	$	914,490
	Net increase in cash	$	67,230		$	-		$	67,230

CONVERTIBLE_NOTES_PAYABLE_AND_1

CONVERTIBLE NOTES PAYABLE AND ADVANCES - RELATED PARTIES, NET OF DISCOUNTS (Tables)	9 Months Ended
	Sep. 30, 2014
Convertible Notes Payable And Advances - Related Parties Net Of Discounts Tables	'
Convertible notes payable and advances to related parties	'
	Convertible notes payable and advances to related parties consists of the following:
		September 30,		December 31,
		2014		2013
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated September 30, 2010. Note accrued interest at 9% per annum. (D)	$	-	$	50,000
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated March 12, 2011. Note accrued interest at 9% per annum. (D)		-		66,750
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated September 30, 2011. Note accrued interest at 9% per annum. (D)		-		95,000
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated March 12, 2011. Note accrued interest at 8% per annum.		-		334,787
	Five (5) Secured Convertible Promissory Notes-CLSS Holdings LLC, dated February 21, 2014. Notes accrue interest at 8% per annum, due and payable on March 1, 2016 (C)(D)		132,476		-
	Secured Convertible Promissory Note-CLSS Holdings LLC, dated May 8, 2014. Notes accrue interest at 8% per annum, due and payable on May 6, 2016 (C)(D)		95,000		-
	Two (2 Secured Convertible Promissory Notes-CLSS Holdings LLC, dated June 30, 2014. Note accrues interest at 8% per annum, due and payable on June 1, 2016 (C)(D)		527,902		-
	Convertible Promissory Note - Officer dated June 17, 2013. Note accrues interest at 9% per annum, due and payable on March 30, 2015 , net of discount of $210,678(B)		192,661		200,954
	Total Notes		948,039		747,491
	Other advances from CLSS Holdings, LLC, not evidenced by a Promissory Note (A)		242,500		1,125,632
			1,190,539		1,873,123
	Less: Current portion		435,161		-
		$	755,378	$	1,873,123

CONVERTIBLE_NOTES_PAYABLE_NET_1

CONVERTIBLE NOTES PAYABLE, NET OF DISCOUNTS (Tables)	9 Months Ended
	Sep. 30, 2014
Convertible Notes Payable Tables	'
Convertible notes payable	'
	Third party convertible notes payable consists of the following:
		September 30,		December 31,
		2014		2013
	Convertible promissory note with interest at 9% per annum, convertible into common shares at fixed price of $0.50 per share. Matures on August 24, 2014, net of unamortized discount of $9,503 and $37,500, respectively (E).	$	65,497	$	37,500
	Seven (7) convertible promissory notes with interest ranging from 6% to 12% per annum, convertible into common shares at prices ranging from 10% to 50% discount to defined market prices. Maturity ranges through October 25, 2014, net of unamortized discounts of $-0- and $229,907, respectively (A) (B) (E).		36,500		151,519
	Two (2) convertible promissory notes with interest at 12% per annum (zero interest first 90 days) plus a 10% original discount interest, convertible into common shares at a conversion price per share of 30% discount to a defined market price. Matures through December 9, 2014, net of unamortized discount of $4,361 and $97,587 respectively (A)(C).		53,237		111,743
	Seven (7) convertible promissory notes with interest ranging from 8% to 12% per annum, convertible into common shares at prices ranging from 25% to 70% discount to defined market prices. Maturity ranges through March 31, 2015, net of unamortized discounts of $204,693.(A)(B)(C)		117,308		-
	Four (4) convertible promissory notes with interest ranging from 8% to 12% per annum, convertible into common shares at a conversion prices per share of 50% discount to a defined market prices. Maturity ranges through September 11, 2015, net of unamortized discounts of $260,312.(A)(B)(C)		101,519		-
	Two (2) convertible promissory notes with interest at 8% per annum, convertible into common shares at a conversion price per share of 15% discount to a defined market price. Matures through August 1, 2015, net of unamortized discount of $124,544 and $ -0-, respectively. (A)		715,456		-
	Convertible promissory note with interest at 12% per annum, convertible into common shares at a conversion price per share of 15% discount to a defined market price. Matures on September 21, 2015, net of unamortized discount of $76,722 and $ -0-, respectively.(A)(D) See Note 4		15,353		-
	Convertible promissory note with interest at 12% per annum, convertible into common shares at a conversion price per share of 15% discount to a defined market price. Matures on September 21, 2015, net of unamortized discount of $247,672 and $ -0-, respectively.(A) See Note 4		1,040,151		-
			2,145,021		300,762
	Less current portion		-2,145,021		-300,762
	Long-term portion of convertible debt	$	-	$	-

RESTATEMENT_OF_CONDENSED_CONSO2

RESTATEMENT OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013
			As filed [Member]	Adjustments [Member]	Restated [Member]
Current Assets	$762,988	$68,457	$1,257,877	($1,104,652)	$153,225
Fixed Assets	23,368	12,562	95,426	-80,339	15,087
Other Assets	'	'	3,135,641	-3,094,581	41,060
Total Assets	807,436	105,834	4,488,944	-4,279,572	209,372
Current Liabilities	6,416,394	3,356,779	5,334,182	-3,015,987	2,318,195
Total liabilities	7,171,772	5,229,902	8,188,621	-3,397,504	4,791,117
Total Stockholders' Deficit	($6,364,336)	($5,124,068)	($3,699,677)	($882,068)	($4,581,745)

RESTATEMENT_OF_CONDENSED_CONSO3

RESTATEMENT OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Details 1) (USD $)	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013
			As filed [Member]	As filed [Member]	Adjustments [Member]	Adjustments [Member]	Restated [Member]	Restated [Member]
Revenues	$83,181	$281,002	$422,827	$543,906	($332,156)	($332,156)	$90,671	$211,750
Gross profit	70,478	238,074	123,716	211,204	-45,242	-45,243	78,474	165,961
Total operating expenses	842,540	2,319,904	586,459	1,353,302	-167,631	-167,630	418,828	1,185,672
Loss from operations	-772,062	-2,081,830	-462,743	-1,142,098	-122,389	-122,387	-340,354	-1,019,711
Total other income	-889,329	-2,606,384	385,956	-1,504,667	14,155	14,156	400,111	-1,490,511
Net Income (Loss)	($1,661,391)	($4,688,214)	($76,787)	($2,646,765)	$136,544	$136,543	$59,757	($2,510,222)
Net loss per share-basic and diluted	($0.20)	($0.35)	'	($0.16)	($0.01)	($1.07)	$0.01	($1.23)

RESTATEMENT_OF_CONDENSED_CONSO4

RESTATEMENT OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Details 2) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013
		As filed [Member]	Adjustments [Member]	Restated [Member]
Net Cash Used In Operating Activities	'	($419,161)	($28,099)	($447,260)
Net Cash Used In Investing Activities	-12,768	-562,302	162,302	-400,000
Net Cash Provided By Financing Activities	'	1,048,693	-134,203	914,490
Net change in cash	$30,543	$67,230	'	$67,230

LIQUIDITY_AND_GOING_CONCERN_De

LIQUIDITY AND GOING CONCERN (Details Narrative) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Liquidity And Going Concern Details Narrative	'	'
Accumulated deficit	$17,915,125	$13,226,913
Working capital deficit	5,653,407	'
Borrowing under revolving line of credit secured	906,000	'
Cash advances from former Chairman, CEO and shareholder	$838,000	'

NOTES_PAYABLE_RELATED_PARTIES_

NOTES PAYABLE - RELATED PARTIES (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Total Notes	$948,039	$747,491
Other advances from CLSS Holdings, LLC, not evidenced by a Promissory Note (C)	242,500	1,125,632
Notes payable - related party gross	1,190,539	1,873,123
Less: Current portion	435,161	'
Notes Payable-related parties, net	755,378	1,873,123
Secured Convertible Promissory Note September 30, 2010 [Member]	'	'
Total Notes	'	50,000
Secured Convertible Promissory Note March 12, 2011 [Member]	'	'
Total Notes	'	66,750
Secured Convertible Promissory Note September 30, 2011 [Member]	'	'
Total Notes	'	95,000
Secured Convertible Promissory Note One March 12, 2011 [Member]	'	'
Total Notes	'	334,787
Secured Convertible Promissory Note February 21, 2014 [Member]	'	'
Total Notes	132,476	'
Secured Convertible Promissory Note February 21, 2014 [Member]	'	'
Total Notes	95,000	'
Convertible Promissory Note June 1, 2016 [Member]	'	'
Total Notes	527,902	'
Convertible Promissory Note June 17, 2013 [Member]	'	'
Total Notes	$192,661	$200,954

NOTES_PAYABLE_RELATED_PARTIES_1

NOTES PAYABLE - RELATED PARTIES (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2014
Common stock convertible shares	5,330,500
Common stock convertible shares, value	$667,609
Conversion prices range	'$0.08 to $0.21
Holder to eight (8) third parties	'
Common stock convertible shares	3,347,332
Common stock convertible shares, value	$709,750
Conversion prices range	'$0.02 to $0.36

CONVERTIBLE_NOTES_PAYABLE_NET_2

CONVERTIBLE NOTES PAYABLE, NET OF DISCOUNTS (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Note Payable	$2,145,021	$300,762
Less current portion	-2,145,021	-300,762
Long-term portion of convertible debt	'	'
Convertible Promissory Note [Member]	'	'
Note Payable	65,497	37,500
Convertible promissory note One [Member]	'	'
Note Payable	36,500	151,519
Convertible promissory note Two [Member]	'	'
Note Payable	53,237	111,743
Convertible promissory note Three [Member]	'	'
Note Payable	117,308	'
Convertible promissory note four [Member]	'	'
Note Payable	101,519	'
Convertible promissory note five [Member]	'	'
Note Payable	715,456	'
Convertible promissory note six [Member]	'	'
Note Payable	15,353	'
Convertible promissory note six [Member]	'	'
Note Payable	$1,040,151	'

CONVERTIBLE_NOTES_PAYABLE_NET_3

CONVERTIBLE NOTES PAYABLE, NET OF DISCOUNTS (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Convertible Notes Payable Net Of Discounts Details Narrative	'	'
Convertible notes totaling	$375,057	'
Common stock converted shares	3,570,790	'
Convertible notes paid	252,750	'
Interest expense pursuant to the amortization of the note discounts	$1,301,306	$54,337

DERIVATIVE_LIABILITIES_Details

DERIVATIVE LIABILITIES (Details Narrative) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Derivative Liabilities Details Narrative	'	'
Fair value of derivative liabilities	$2,617,024	$1,070,728