Veriteq (DIGA) 10-Q 17 Feb 17 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	Feb. 03, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	VERITEQ
Entity Central Index Key	924,642
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		965,635

Balance Sheets

Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Current assets:
Cash	$ 1
Other current assets	6	12
Total current assets	7	12
Total assets	7	12
Current liabilities:
Accounts payable	710	713
Accrued expenses (including $815 and $864 to related parties)	2,312	2,216
Notes payable, current portion, net of discounts (including $948 and $1,110 to related parties)	4,603	4,478
Liabilities for conversion options of convertible notes	8,611	5,337
Warrant liabilities at fair value	1,429	1,410
Subordinated debt with an embedded conversion option, at fair value	230	370
Due to affiliate	15
Total current liabilities	17,910	14,524
Total Liabilities	17,910	14,524
Commitments and contingencies (note 8)
Stockholders' deficit:
Preferred stock
Common stock ($0.00001 par value; 100 million shares authorized; 965,635 and 723,718 shares issued and outstanding)
Additional paid-in capital	21,048	20,992
Accumulated deficit	(40,792)	(37,345)
Total stockholders' deficit	(19,744)	(16,353)
Total liabilities and stockholders' deficit	7	12
Series D preferred stock
Stockholders' deficit:
Preferred stock	$ 1,841	$ 1,841

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Related parties accrued expenses	$ 815	$ 864
Notes payable, net of discounts to related parties	$ 948	$ 1,110
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares	0	0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	965,635	723,718
Common stock, shares, outstanding	965,635	723,718
Series D preferred stock
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares	1,841	1,841

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Statement [Abstract]
Sales
Cost of goods sold
Gross Profit
Operating expenses:
Selling, general and administrative expenses	195	1,038
Depreciation and amortization expenses		1
Total operating expenses	195	1,039
Operating loss	(195)	(1,039)
Operating income (expenses)
Interest expense	(194)	(334)
Change in fair value of derivatives and other fair valued instruments, net	(3,022)	566
Total other income	(3,252)	232
Loss (income) before income taxes	(3,447)	(807)
Income tax benefit
Net loss from continuing operations	(3,447)	(807)
Discontinued operations:
Loss from discontinued operations		(2)
Income (loss) from discoontinued operations		(2)
Net Loss	$ (3,447)	$ (809)
Net Loss per Common Share:
Basic and Diluted	$ (4.53)	$ (1,547)
Weighted Average Common Shares Outstanding:
Basic and Diluted	761,350	523

Consolidated Statement of Chang

Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands	Total	Common Stock $0.00001 Par Value	Additional Paid-in Capital	Accumulated Deficit
Balance at Dec. 31, 2015	$ (16,353)		$ 20,992	$ (37,345)
Balance, shares at Dec. 31, 2015		723,718
Issuance of common stock on conversions of notes payable and accrued interest	10		10
Issuance of common stock on conversions of notes payable and accrued interest, shares		241,917
Reclassification of conversion option liabilities upon conversion of notes payable	46		46
Net loss	(3,447)			(3,447)
Balance at Mar. 31, 2016	$ (19,744)		$ 21,048	$ (40,792)
Balance, shares at Mar. 31, 2016		965,635

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (3,447)	$ (809)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		47
Amortization of debt discount and deferred financing fees	85	273
Change in fair value of subordinated convertible debt	(140)	(91)
Change in fair value of conversion options embedded in convertible notes	3,143	(182)
Change in fair value of warrants	19	(293)
Increase (decrease) in cash attributable to changes in operating assets and liabilities:
Accounts payable and accrued expenses	94	648
Other current assets	6	12
Accounts receivable		(49)
Inventory		(15)
Net cash used in operating activities	(240)	(459)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible notes payable and warrants		45
Proceeds from issuance of convertible debt	226	386
Repayment of convertible notes		(33)
Loan proceeds from affiliate	15
Net cash provided by financing activities	241	398
Net increase (decrease) in cash	1	(61)
Cash - beginning of period		77
Cash - end of period	1	16
Cash paid during the year for:
Interest	104	334
Income Taxes
Issuance of common stock on conversions of notes payable and accrued interest	$ 10

Organization, Basis of Presenta

Organization, Basis of Presentation and Liquidity	3 Months Ended
	Mar. 31, 2016
Organization, Basis of Presentation and Liquidity [Abstract]
ORGANIZATION, BASIS OF PRESENTATION AND LIQUIDITY	1. ORGANIZATION, BASIS OF PRESENTATION AND LIQUIDITY Overview As of December 31, 2015, the Company had ceased its business operations. On May 6, 2016, the Company completed its acquisition of Brace Shop, LLC (“Brace Shop”) through a stock purchase agreement and reverse acquisition and recapitalization transaction (see Note 9). Basis of Presentation Interim Financial Statements The accompanying unaudited financial statements and condensed notes thereto should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015. These interim financial statements have been prepared in accordance the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”) and therefore omit or condense certain footnotes and other information normally included in interim financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair presentation of the condensed interim financial statements have been made. Results of operations reported for interim periods may not be indicative of the results for the entire year. All periods presented through November 4, 2015 reflect consolidation of the Company’s subsidiaries while periods after November 4, 2015 include only Veriteq Corporation. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant operating losses and negative cash flows from operations since its inception on December 14, 2011 and had a working capital deficit at March 31, 2016 and December 31, 2015 of $18 million and $14.5 million, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to the classification of recorded asset amounts or the amounts and classification of liabilities that might result from this uncertainty. Although in May 2016 the Company completed a reverse acquisition with an operating company the Company needs to raise additional funds immediately and continue to raise funds until it begins to generate sufficient cash from operations, and it may not be able to obtain the necessary financing on acceptable terms, or at all. During the three months ended March 31, 2016 the Company raised approximately $226,000, net of original issue discount of $40,000, from the sale of convertible promissory notes (see note 3).

Summary of Selected Significant

Summary of Selected Significant Accounting Policies	3 Months Ended
	Mar. 31, 2016
Summary of Selected Significant Accounting Policies [Abstract]
SUMMARY OF SELECTED SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SELECTED SIGNIFICANT ACCOUNTING POLICIES Reverse Stock Split and Change in Par Value of Common Stock All share, per share and capital stock amounts as of March 31, 2016 and December 31, 2015, and for the three months ended March 31, 2016 and the year ended December 31, 2015 have been retroactively restated to give effect to the 1-for-10,000 reverse stock split in July 2015, the 1-for-1,000 reverse stock split in February 2015 and the change in the par value from $0.01 to $0.00001 per share of the Company’s common stock in December 2014. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could be affected by those estimates. Included in these estimates are assumptions used in determining the lives and valuation of long-lived assets, in valuation models used in estimating the fair value of certain promissory notes, warrants, embedded conversion options, stock-based compensation and in determining valuation allowances for deferred tax assets. Derivative Financial Instruments The Company accounts for notes payable that are convertible into shares of the Company’s common stock and warrants issued in conjunction with the issuance of such notes in accordance with the guidance contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging Distinguishing Liabilities From Equity Loss per Common Share Basic loss per share excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income of the Company. The following stock options and warrants and shares issuable upon conversion of convertible notes payable outstanding at March 31, 2016 and December 31, 2015 were not included in the computation of dilutive loss per share because the net effect would have been anti-dilutive: March 31, December 31, 2016 2015 Stock options 123,500,000 123,500,000 Warrants 24,210,777 33,895,130 Shares issuable upon conversion of preferred stock 8,074,561 46,964,286 Shares issuable upon conversion of convertible notes payable 65,033,027 82,388,120 220,818,365 286,747,536 Impact of Recently Issued Accounting Standards From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies will issue new accounting pronouncements. Updates to the FASB ASC are communicated through issuance of an Accounting Standards Update (“ASU”). There have been no new relevant pronouncements since those disclosed in the December 31, 2015 Consolidated Financial Statements.

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2016
Notes Payable and Subordinated Debt Reported at Fair Value [Abstract
NOTES PAYABLE	3. NOTES PAYABLE Notes payable consist of the following: March 31, December 31, 2016 2015 (unaudited) (in thousands) Convertible notes payable with a bifurcated conversion option 3,796 3,345 Related party notes payable 948 1,142 Other notes payable 61 61 Discounts on notes payable (202 ) (70 ) 4,603 4,478 Less current portion (4,603 ) (4,478 ) Non-current notes payable - - Convertible Notes Between January 1, 2016 and March 11, 2016, the Company issued convertible promissory notes in the aggregate principal amount of $95,493, for which the Company received $81,169 in proceeds, net of original issue discounts. In addition, the Company issued convertible promissory notes in connection with the proposed acquisition and other transactions discussed below in the aggregate principal amount of $147,059, $125,000 of which was paid to the sellers net of original discount of $22,059. The Company received no cash proceeds with the issuance of these notes. On March 21, 2016 the Company issued an additional promissory note in the principal amount of $23,529, for which the Company received $20,000 in proceeds, net of original issue discount. These notes are due one year after the date of issuance, bear interest at rates of 12% per annum, and are convertible into shares of common stock at the lesser of (i) $0.015 per share or (ii) 60% of the average of the three lowest trading prices of the Company’s common stock during the 10 days prior to conversion. In February 2016, as amended in April 2016, in a private transaction between a lender of the Company and a former officer, the lender purchased $194,010 of notes payable due to the officer. The notes payable were previously considered Related Party Notes Payable, and are now classified as Convertible Notes (see below) as of March 31, 2016. On March 17, 2016, the Company issued 241,917 shares of common stock in satisfaction of $8,955 of convertible notes and $1,520 of accrued interest. The note was converted at the contractual rate of $0.0433. The approximately $46,000 fair value of the related embedded conversion option derivative liability was reclassified to additional paid-in capital. Related Party Notes Payable In February 2016, as amended in April 2016, in a private transaction between a lender of the Company and a former officer, the lender purchased $194,010 of notes payable due to the officer. The notes have been reclassified into convertible notes as of March 31, 2016 (see above). Other Notes Payable At March 31, 2016, the total of all of the Company’s outstanding promissory notes was convertible into an aggregate of 65,033,027 shares of the Company’s common stock. Interest expense was approximately $194,000 and $334,000 for the three months ended March 31, 2016 and 2015, respectively. Due to Affiliate In February 2016, Brace Shop, who has a common director with the Company, paid $15,000 of general liability insurance on behalf of the Company.

Subordinated Debt Reported at F

Subordinated Debt Reported at Fair Value	3 Months Ended
	Mar. 31, 2016
Notes Payable and Subordinated Debt Reported at Fair Value [Abstract
SUBORDINATED DEBT REPORTED AT FAIR VALUE	4. SUBORDINATED DEBT REPORTED AT FAIR VALUE In December 2012, VAC entered into an asset purchase agreement and royalty agreement with SNC Holding Corp. wherein VAC acquired various technology and trademarks related to its radiation dose measurement technology. Under the terms of the agreements, VAC issued a non-interest bearing secured subordinated convertible promissory note in the principal amount of $3.3 million (the “SNC Note”). The SNC Note is convertible into one-third of the beneficial common stock ownership of VC held by Scott Silverman. Mr. Silverman did not own any shares of common stock as of March 31, 2016. The note was amended in July 2013 to extend the maturity date to June 2015 and has not been repaid. The SNC Note is secured by all of the assets acquired by the Company under the 2012 asset purchase agreement (the “SNC Collateral”) consisting primarily of intellectual property. Under the terms of the SNC Note, as amended, the holder of the SNC Note may look solely to the SNC Collateral to satisfy all obligations of the Company to it under the SNC Note and not to any other assets of the Company and/or its subsidiaries. In October of 2015, the Company contacted the holder of the SNC Note regarding the return of the SNC Collateral to the holder in satisfaction of the SNC Note. By letter agreement dated February 18, 2016, the Company agreed to return the SNC Collateral to the holder of the SNC Note, and the holder agreed to discharge the Company of all of its obligations and liabilities under the SNC Note upon receipt of the assets. As of the date of this report, the collateral has not been accepted by the holder of the SNC Note and the SNC Note remains outstanding (see note 9). Pursuant to ASC 825-10-25-1, Fair Value Option,

Financial Instruments

Financial Instruments	3 Months Ended
	Mar. 31, 2016
Financial Instruments [Abstract]
FINANCIAL INSTRUMENTS	5. FINANCIAL INSTRUMENTS Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. During the three months ended March 31, 2016 and the year ended December 31, 2015, the SNC Note (which the Company elected to be accounted for at fair value), the bifurcated embedded option in other convertible notes and the warrant liabilities were valued using Level 3 inputs. The changes in fair value of the SNC Note, the bifurcated embedded option in the convertible notes and the warrant liability during the three months ended March 31, 2016 and the year ended December 31, 2015 are reflected in the changes in fair value of derivative and other fair valued instruments in the Company’s statement of operations. As of March 31, 2016 the fair value of the convertible subordinated debt was determined using a discounted cash flow model. The fair value of the November 2013 Warrants and the bifurcated embedded option in the convertible notes were determined using various Monte Carlo simulations. The following table summarizes our financial assets and liabilities measured at fair value as presented in the balance sheets as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 December 31, 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Liabilities: Subordinated debt $ — $ — $ 230 $ — $ — $ 370 Bifurcated option in convertible notes $ — $ — $ 8,611 $ — $ — $ 5,337 Warrant liabilities $ — $ — $ 1,429 $ — $ — $ 1,410 The following is a summary of activity of Level 3 liabilities for the three months ended March 31, 2016: SNC Note Bifurcated embedded option in convertible notes Warrant liabilities Balance at December 31, 2015 $ 370 $ 5,337 $ 1,410 Issuance of additional debt 177 Conversion of notes into share of common stock (46 ) Loss (Gain) on change in fair value (140 ) 3,143 19 Balance at March 31, 2016 $ 230 $ 8,611 $ 1,429

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Mar. 31, 2016
Stockholders' Deficit [Abstract]
STOCKHOLDERS' DEFICIT	6. STOCKHOLDERS’ DEFICIT Preferred Stock As of March 31, 2016, and December 31, 2015, the Company has authorized 5 million shares of preferred stock, par value $0.01 per share, with 1,841 shares of Series D Preferred Stock outstanding. On April 29, 2016, Mr. Silverman transferred his Series D shares to a third party lender of the Company and Mr. Geissler relinquished his shares of Series D Preferred Stock and there remained 1,400 outstanding shares of Series D Preferred Stock as of that date. Common Stock As previously discussed in note 1, the February 2015 Reverse Stock Split became effective on February 11, 2015, and the July 2015 Reverse Stock Split became effective on July 29, 2015. All share, per share and capital stock amounts have been retroactively restated as of March 31, 2016, and December 31, 2015 to give effect to the reverse stock splits. In conjunction with the effectiveness of the July 2015 Reverse Stock Split, the number of common shares that the Company is authorized to issue increased to 100 billion. Warrants Deemed as Liabilities On November 13, 2013, in connection with the issuance of the November 2013 Notes, the Company issued the November 2013 Warrants, which are more fully described in Note 5 of the December 31, 2015 consolidated financial statements. The November 2013 Warrant agreements provide that if the Company were to issue or sell any shares of its common stock, except certain specified issuances pursuant to the Company’s stock plans or the issuance of common stock pursuant to agreements existing on November 13, 2013, at a price per share less than the exercise price in effect immediately before the issuance or sale, then immediately after such dilutive issuance, the exercise price will be reduced. If there is an adjustment to the exercise price as a result of any of the dilution events specified in the Warrant agreements, the number of shares of common stock that may be purchased upon exercise of the warrant will be increased or decreased proportionately, so that after such adjustment the aggregate exercise price payable for the adjusted number of shares shall be the same as the aggregate exercise price in effect immediately prior to such adjustment (without regard to any limitations on exercise). During the year ended December 31, 2015, the Company issued the March 2015 Warrant (see note 3). The March 2015 Warrant is exercisable at any time until three years after the date of issuance. The terms of the warrant provides for a proportional downward adjustment of the exercise price in the event that the Company issues or sells, or is deemed to have issued or sold, shares of common stock at an issuance price that is less than the market price of the common stock at the time of issuance, as defined in the warrant agreement. The Company determined that the fair value of the March 2015 Warrant was de minimus at the time of issuance and at March 31, 2016 and December 31, 2015. The terms of the March 2015 Warrant and the November 2013 Warrants are such that they do not qualify for equity treatment under ASC 815 and are classified as liabilities at March 31, 2016 and December 31, 2015. The carrying amount of the warrant liabilities approximate management’s estimate of their fair value (see note 5) and were determined to be $1.4 million and $1.4 million at March 31, 2016 and December 31 2015, respectively. The Company recognized expense of $19,875 in the three months ended March 31, 2016 as a result of the change in fair value of the November 2013 Warrants. Stock Options and Restricted Stock In accordance with the Compensation – Stock Compensation Topic of the Codification, awards of stock options are recorded at fair value on the date of grant and compensation cost is recognized on a straight line basis over the service period of each award. Upon exercise of stock options, the Company’s policy is to issue new shares from its authorized but unissued balance of common stock outstanding that have been reserved for issuance under the Company’s stock option plans. On August 13, 2015, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) granted 100,000,000 shares of restricted common stock to executive officers of the Company and options to purchase 123,500,000 shares of the Company’s common stock to employees and directors of the Company. These grants were under the Company’s 2014 Stock Incentive Plan. Also on August 13, 2015, the Compensation Committee granted an additional 150,000,000 shares of restricted common stock to certain executive officers and a director. The restricted common stock were to have vested on January 2, 2017 or upon a change of control. On April 28, 2016, all of the recipients of the restricted stock grants agreed to relinquish their shares and rescind their grants in their entirety. As a result, in accordance with ASC 718, no compensation expense was recorded for the restricted stock grants and the shares were not reflected as outstanding as of March 31, 2016 and December 31, 2015. Options Weighted average quantity exercise price Options outstanding as of December 31, 2015 123,500,000 $ 0.036 Options granted - - Options exercised - - Forfeitures - - Options outstanding as of March 31, 2016 123,500,000 $ 0.036

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2016
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	7. RELATED PARTY TRANSACTIONS Included in accrued expenses at March 31, 2016 and December 31, 2015 are approximately $0.8 million and $0.9 million, respectively, owed to the Company's officers and directors. See note 3 for a discussion of related party notes and loans payable. On April 28, 2016, $0.6 million of the amounts owed to officers as of December 31, 2015 were discharged by written consent and the Company no longer has any obligation to pay these amounts as of that date (see Note 9). The written consent also relieved the Company of its obligations under executive employment agreements with Mr. Silverman and Mr. Geissler, former officers.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2016
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	8. COMMITMENTS AND CONTINGENCIES In connection with the Stock Purchase Agreement entered into on November 25, 2015 (see note 15), the Company entered into a consulting agreement with a third party under which the Company is required to pay a consulting fee of $50,000 upon the closing of the transaction, and to issue a 3 year warrant to purchase 2.99% of the Company’s common stock at an exercise price of $0.01 per share with a cashless exercise provision to the consultant. The Company paid $10,000 of the amount in 2015 and accrued $40,000 in May 2016. As a result of the foreclosure and disposal of the Company’s VAC subsidiary, approximately $2.6 million of liabilities were deconsolidated. There is a possibility that creditors could pursue claims against the Company in connection with these liabilities. In October 2015, the Company executed five Consent and Release Agreements with five different noteholders. The related notes totaled $755,620. The Company’s interpretation of the Consent and Release Agreements was that all the associated debt related to these note holders was forgiven. The noteholders allege the debt is still outstanding. As of March 31, 2016 the debt is recorded on the books of the Company until this dispute is resolved. In April 2016, one of the noteholders forgave $319,000 of his notes in connection with a separate release agreement. In February 2017 the Company received notice of a filing of a lawsuit from a party claiming rights as a partial assignee of debt held by a prior lender to the Company. The lawsuit alleges damages consisting of principal, interest and costs totaling $374,742. The Company has not determined the validity of the claim or potential defenses to the lawsuit. However, to the extent that the claim is based on notes from a lender of record of the Company, all appropriate amounts for principal and interest are believed to be recorded in the Company’s records as of the balance sheet date.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	9. SUBSEQUENT EVENTS Issuance of Convertible Notes On June 14, 2016, the Company issued additional promissory notes in the aggregate principal amount of $668,502, for which the Company received proceeds of $47,000, net of $53,000 paid directly to vendors and $5,000 of original issue discounts and $563,502 to consolidate and refinance certain previously issued promissory notes with the same lender aggregating $536,670. The two lenders were also issued warrants for 1,565,286 and 291,667 common shares exercisable at $0.1755 and $0.1755 per share (with cashless exercise rights) which warrants expire on June 14, 2018. These notes are due one year after the date of issuance, bear interest at rates of 12% per annum, and are convertible into shares of common stock at the lesser of (i) $0.015 per share or (ii) 60% of the average of the three lowest trading prices of the Company’s common stock during the 10 days prior to conversion. On August 16, 2016 the Company issued a convertible promissory note with a principal amount of $52,500 for which the Company received $45,000 in proceeds net of original issue discount of $2,500 and deferred financing costs of $5,000. This note is due one year after the date of issuance, bears interest at a rate of 12% per annum, and is convertible into shares of common stock at the lesser of (i) $0.18 per share or (ii) 60% of the average of the three lowest trading prices of the Company’s common stock during the 15 days prior to conversion. With respect to the foregoing notes, in the event the Company were to issue or sell, or is deemed to have issued or sold, any shares of common stock for a consideration per share (the “New Issuance Price”) that is less than the conversion price in effect immediately prior to such issue or sale or deemed issuance or sale (a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the conversion price then in effect is reduced to an amount equal to the New Issuance Price. These above notes include embedded conversion options which will be bifurcated and accounted for as derivative liabilities at fair value (see Note 2). For warrant instruments the Company classifies such instruments as liabilities at their fair values at the time of issuance and adjusts the instruments to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until extinguished either through conversion or exercise, and any change in fair value is recognized in the Company’s statements of operations. Senior Secured Credit Facility Agreement and Convertible Promissory Note On September 30, 2016 with an effective date of November 10, 2016 the Company executed a Senior Secured Credit Facility Agreement (the “Agreement”) by and among: (i) the Company; (ii) BRACE SHOP, LLC, a limited liability company organized under the laws of the State of Florida, BRACESHOP REAL ESTATE HOLDINGS, LLC, a Florida limited liability company (each individually, a “Corporate Guarantor” and collectively, the “Corporate Guarantors”); (iii) any Person to hereafter become a Subsidiary of the Borrower as defined, and any Person that from time to time may hereafter become liable for the Obligations, or any part thereof, as joint and several guarantors (the “Additional Guarantors”) (the Corporate Guarantors and the Additional Guarantors, together, jointly and severally, the “Guarantors” and together with the Borrower, the “Credit Parties”); and (iv) TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands, as lender (the “Lender”). The Lender extended a senior secured credit facility to the Company of up to One Million and No/100 United States Dollars (US$1,000,000.00) for working capital financing for the Company and its Subsidiary, and for any other purposes permitted. The line is joint and severally guaranteed by the subsidiaries of the Company, the Company’s CEO/Director and by the CEO’s wife, who is a director of the Company. The CEO and his wife have also pledged their equity holdings in the Company and its subsidiaries and the Company has pledged its equity holdings in the Company’s subsidiaries. Additionally, the line is secured under a first priority security interest by substantially all assets of the Company and its subsidiaries and the line is subject to negative, affirmative and financial covenants as defined in the Agreement. On November 10, 2016, the Company issued a convertible promissory note with a principal amount of $750,000 for which the Company received $315,638 in proceeds net of deferred financing fees of $56,400, a payment made directly to a noteholder of $84,050, a payment made directly to a line of credit of $281,771 and a payment made directly to paydown state taxes of $12,141. This note is due on May 10, 2018, eighteen months after the effective date and bears interest at a rate of 18% per annum. At any time while this Note is outstanding, but only upon: (i) the occurrence of an Event of Default under any of the Loan Documents; or (ii) mutual agreement between the Borrower and the Holder, the Holder may convert all or any portion of the outstanding principal, accrued and unpaid interest, Premium, if applicable, and any other sums due and payable hereunder or under any other Loan Documents (such total amount, the “Conversion Amount”) into shares of Common Stock of the Company (the “Conversion Shares”) at a price equal to: (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest of the daily volume weighted average price of the Borrower’s Common Stock during the five (5) Business Days immediately prior to the Conversion Date, which price shall be indicated in the conversion notice. This note includes an embedded conversion option which will be bifurcated and accounted for as a derivative liability at fair value (see Note 2). In connection with this convertible promissory note the Company entered into an Advisory Services Agreement with the lender dated November 10, 2016 where a range of advisory services were rendered which may, or may not, have included (i) identifying, evaluating and advising in relation to the Company's current structural (including business model), financial, operational, managerial, strategic and other needs and objectives, (ii) preparing and coordinating with the Company and others in the development of business plans, and financial models, (iii) identifying potential merger, acquisition, divestiture, consolidation or other combination ("M&A Transaction") opportunities and negotiating, structuring and advising in connection with potential M&A Transactions, (v) advising and assisting the Company in connection with the preparation of any registration statements, periodic or other SEC reports or proxies, and (vi) coordinating with, and advising in connection with the activities of, Outside Professionals, including without limitation attorneys, accountants, market professionals, etc. The compensation for these services was $337,500. The management advisory services payable is fully secured under the loan documents and has been expensed as professional fees as of November 10, 2016, the period the management advisory services were provided. The convertible promissory note and the Advisory Service Agreement have the following repayment terms; commencing December 18, 2016 there will be three payments of interest only totaling $11,250; the following fourteen months the Company will repay principal, interest and $5,000 toward the Advisory Service Agreement totaling monthly payments of $61,208. The eighteenth payment will be comprised of principal, interest and a balloon payment of $267,500 related to the Advisory Service Agreement. Loan Agreement On October 1, 2016 (Execution Date) the Company executed a loan agreement with a third party (Lender) the terms of the loan agreement include issuance of a promissory note dated October 1, 2016 with a principal amount of $42,250, for which the Company proceeds of $32,500 net of an OID of $9,750; beginning on the date that is one month following the Execution Date, and continuing on the same calendar day of each successive month thereafter, the Lender shall invest an amount equal to $12,500, until the Lender has invested an aggregate amount of $70,000 (the Purchase Price). In return for each subsequent investment the Company shall issue the Lender notes in the original principal amount of $16,250 per note; beginning on the fifteenth calendar day of the month that is six months following the Execution Date, and continuing on the same calendar day of each successive month thereafter, the Company shall make payments in cash to the Lender until a total of $91,000 has been paid to the Lender, the amount of each cash repayment shall be equal to 50% of the Company's net profit earned in the month prior to the month of the applicable cash payment. Net profit shall be defined as net revenue minus cost of goods sold and marketing expenses less $73,000. As of the date of this report the November 1, 2016 and December 1, 2016 loans have not been received by the Company. SNC Assets The SNC Note (see note 4) is secured by all of the assets, consisting primarily of intellectual property and certain tangible property and equipment (the “SNC Collateral”), acquired by the Company under the asset purchase agreement entered into by the Company and SNC Holdings Corp. on November 30, 2012. Under the terms of the SNC Note, as amended, which was due on June 30, 2015 and has not been repaid, the holder of the SNC Note may look solely to the SNC Collateral to satisfy all obligations of the Company to it under the SNC Note and not to any other assets of the Company and/or its subsidiaries. In October of 2015, the Company contacted the holder of the SNC Note regarding the return of the SNC Collateral to the holder in satisfaction of the SNC Note. By letter agreement dated February 18, 2016, the Company agreed to return the SNC Collateral to the holder of the SNC Note, and the holder agreed to discharge the Company of all of its obligations and liabilities under the SNC Note upon receipt of the SNC Collateral. In November 2016 the Company returned the SNC Collateral to the holder of the SNC Note, but the holder has not yet accepted such collateral and the debt remains outstanding. Acquisition of Brace Shop On November 25, 2015, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with The Brace Shop, LLC, a Florida limited liability company (“Brace Shop”) and Lynne Shapiro (the “Seller”), whereby the Company agreed to acquire (the “Acquisition”), all of the issued and outstanding membership interests (the “Stock”) of Brace Shop. The Company incurred approximately $125,000 and $165,000, respectively of expenses during the three months ended March 31, 2016 and the year ended December 31, 2015 in connection with the Purchase Agreement, which is reflected in Selling, general and administrative expenses in the Company’s statement of operations. Brace Shop operates as an online retailer of orthopedic braces and related medical devices and had revenues of approximately $1.7 million for the three months ended March 31, 2016 and March 31, 2015. The acquisition of Brace Shop was completed on May 6, 2016, at which time Brace Shop became a wholly owned subsidiary of the Company. Pursuant to the terms of the Purchase Agreement, the Company paid (i) $250,000 in cash to Mrs. Lynne Shapiro, (ii) 849 shares of its newly designated Series E Convertible Preferred Stock (“Series E Preferred Stock”), which is convertible into 84.9% of the issued and outstanding shares of the Company’s common stock on a fully diluted basis, and has voting rights on an as converted basis and (iii) a goldenshare in the form of a 5-year warrant (the “Goldenshare”), exercisable at $0.00001 per share with a cashless exercise provision for that number of shares of common stock required to insure that the Series E Preferred Stock issued as part of the purchase price to Mrs. Lynne Shapiro is convertible into 84.9% of the issued and outstanding shares of the Company’s common stock, on a fully diluted basis. At the closing of the transaction, Mr. Silverman received 39 shares of the Series E Preferred Stock convertible into 3.9% of the issued and outstanding Common Stock on a fully-diluted basis. The shares of Series E Preferred Stock and the Goldenshare shall not be convertible until the six (6) month anniversary of the closing of the transaction. Further, once a majority of the outstanding Series E Preferred Stock has been converted into common stock, then any other Series E Preferred Stock then outstanding shall automatically be deemed converted into common stock on the fifth business day following the date that a majority of the outstanding Series E Preferred Stock is converted into common stock. The foregoing transaction was accounted for as a reverse acquisition and recapitalization of Brace Shop. Accordingly, the Brace Shop historical financial statements as of the period ends, and for the periods ended prior to the acquisition will become the historical financial statements of the Company prior to the date of the reverse acquisition. The aggregate cash payment of $250,000 to the Seller was financed by the sale of senior secured convertible promissory notes in the aggregate principal amount of $294,118 (the “Acquisition Notes”) to an institutional investor who previously purchased convertible debt from the Company (the “Investor”). The Acquisition Notes bear interest at a rate of 12% per annum, with principal and interest due one year from the date of issuance. The Acquisition Notes are convertible into shares of the Company’s Common Stock at a conversion price equal to the lesser of (i) $0.015 per share or (ii) 60% of the average of the three lowest trading prices during the ten trading days prior to conversion, and contain full-ratchet anti-dilution provisions similar to those of convertible notes previously issued by the Company. The embedded conversion option contained in the Acquisition Notes will be bifurcated and reflected as a derivative liability at fair value. The Company currently anticipates that the $50,000 consulting fee and all other costs and expenses related to the Acquisition and the Company’s ongoing operations will be funded through the sale of additional senior secured convertible promissory notes to the Investor on terms substantially identical to that of the Acquisition Notes. The Purchase Agreement contemplates that all interest, principal and any other required payments on all debt instruments of the Company that are outstanding as of the date of the Purchase Agreement (but excluding the Acquisition Notes) shall only be paid through the issuance of shares of common stock. All options, warrants, shares of preferred stock and other securities of the Company outstanding as of the date of the Purchase Agreement are to remain in place on the terms set forth in each of such securities, except that all options, warrants and shares of preferred stock are to be converted into common stock within six months of the date of closing of the Acquisition or cancelled. Forgiveness of Certain Debt and Preferred Stock Series D As of December 31, 2015 the Company had outstanding accrued salaries and bonuses payable to two former officers totaling $565,950. In January 2016 the Company made payments of $9,550 related to the outstanding accrued salaries and bonuses. In April 2016 the two former officers agreed to release the Company from all outstanding accrued salaries and bonuses due to them totaling $556,400. The Company accounted for the above transaction recognizing a gain in the statement of operations of $202,125 for one officer and a gain posted to additional paid in capital of $354,275 for the other officer who was a related party. In April 2016 one former officer agreed to release the Company from a loan payable due to him totaling $319,000 and to the cancellation of 441 Series D shares that he owned. The Company accounted for the above transaction recognizing a gain in the statement of operations of $319,000 and a gain of $441,000 in additional paid in capital resulting from the cancellation of the 441 Series D shares. In April 2016 one former director of the Company agreed to the cancellation of stock options for 15,000,000 shares, which were held by him. Transfer of Former Officer’s Loans Payable and Preferred Stock to a Lender of the Company In February 2016, as amended in April 2016, in a private transaction between a lender of the Company and a former officer, the lender purchased $194,010 of notes payable due to the officer and 1,400 shares of Series D preferred stock held by the officer. In September 2016 the Company amended its Certificate of Incorporation to amend the authorized common shares to 100 million from 100 billion. This change has been retroactively presented in the balance sheet.

Summary of Selected Significa16

Summary of Selected Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2016
Summary of Selected Significant Accounting Policies [Abstract]
Reverse Stock Split and Change in Par Value of Common Stock	Reverse Stock Split and Change in Par Value of Common Stock All share, per share and capital stock amounts as of March 31, 2016 and December 31, 2015, and for the three months ended March 31, 2016 and the year ended December 31, 2015 have been retroactively restated to give effect to the 1-for-10,000 reverse stock split in July 2015, the 1-for-1,000 reverse stock split in February 2015 and the change in the par value from $0.01 to $0.00001 per share of the Company’s common stock in December 2014.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could be affected by those estimates. Included in these estimates are assumptions used in determining the lives and valuation of long-lived assets, in valuation models used in estimating the fair value of certain promissory notes, warrants, embedded conversion options, stock-based compensation and in determining valuation allowances for deferred tax assets.
Derivative Financial Instruments	Derivative Financial Instruments The Company accounts for notes payable that are convertible into shares of the Company’s common stock and warrants issued in conjunction with the issuance of such notes in accordance with the guidance contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging Distinguishing Liabilities From Equity
Loss per Common Share	Loss per Common Share Basic loss per share excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income of the Company. The following stock options and warrants and shares issuable upon conversion of convertible notes payable outstanding at March 31, 2016 and December 31, 2015 were not included in the computation of dilutive loss per share because the net effect would have been anti-dilutive: March 31, December 31, 2016 2015 Stock options 123,500,000 123,500,000 Warrants 24,210,777 33,895,130 Shares issuable upon conversion of preferred stock 8,074,561 46,964,286 Shares issuable upon conversion of convertible notes payable 65,033,027 82,388,120 220,818,365 286,747,536
Impact of Recently Issued Accounting Standards	Impact of Recently Issued Accounting Standards From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies will issue new accounting pronouncements. Updates to the FASB ASC are communicated through issuance of an Accounting Standards Update (“ASU”). There have been no new relevant pronouncements since those disclosed in the December 31, 2015 Consolidated Financial Statements.

Summary of Selected Significa17

Summary of Selected Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2016
Summary of Selected Significant Accounting Policies [Abstract]
Summary of securities excluded in the computation of dilutive loss per share	March 31, December 31, 2016 2015 Stock options 123,500,000 123,500,000 Warrants 24,210,777 33,895,130 Shares issuable upon conversion of preferred stock 8,074,561 46,964,286 Shares issuable upon conversion of convertible notes payable 65,033,027 82,388,120 220,818,365 286,747,536

Notes Payable (Tables)

Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2016
Notes Payable and Subordinated Debt Reported at Fair Value [Abstract
Schedule of notes payable	March 31, December 31, 2016 2015 (unaudited) (in thousands) Convertible notes payable with a bifurcated conversion option 3,796 3,345 Related party notes payable 948 1,142 Other notes payable 61 61 Discounts on notes payable (202 ) (70 ) 4,603 4,478 Less current portion (4,603 ) (4,478 ) Non-current notes payable - -

Financial Instruments (Tables)

Financial Instruments (Tables)	3 Months Ended
	Mar. 31, 2016
Financial Instruments [Abstract]
Schedule of financial assets and liabilities measured at fair value	March 31, 2016 December 31, 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Liabilities: Subordinated debt $ — $ — $ 230 $ — $ — $ 370 Bifurcated option in convertible notes $ — $ — $ 8,611 $ — $ — $ 5,337 Warrant liabilities $ — $ — $ 1,429 $ — $ — $ 1,410
Summary of activity of Level 3 liabilities	SNC Note Bifurcated embedded option in convertible notes Warrant liabilities Balance at December 31, 2015 $ 370 $ 5,337 $ 1,410 Issuance of additional debt 177 Conversion of notes into share of common stock (46 ) Loss (Gain) on change in fair value (140 ) 3,143 19 Balance at March 31, 2016 $ 230 $ 8,611 $ 1,429

Stockholders' Deficit (Tables)

Stockholders' Deficit (Tables)	3 Months Ended
	Mar. 31, 2016
Stockholders' Deficit [Abstract]
Schedule of stock options activity	Options Weighted average quantity exercise price Options outstanding as of December 31, 2015 123,500,000 $ 0.036 Options granted - - Options exercised - - Forfeitures - - Options outstanding as of March 31, 2016 123,500,000 $ 0.036

Organization, Basis of Presen21

Organization, Basis of Presentation and Liquidity (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Organization Basis of Presentation and Liquidity (Textual)
Working capital deficit	$ 18,000,000	$ 14,500,000
Increased sale of convertible promissory notes	226,000
Original issue discount from sale of convertible promissory notes	$ 40,000

Summary of Selected Significa22

Summary of Selected Significant Accounting Policies (Details) - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded computation of dilutive loss per share	220,818,365	286,747,536
Shares issuable upon conversion of convertible notes payable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded computation of dilutive loss per share	65,033,027	82,388,120
Shares issuable upon conversion of preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded computation of dilutive loss per share	8,074,561	46,964,286
Stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded computation of dilutive loss per share	123,500,000	123,500,000
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded computation of dilutive loss per share	24,210,777	33,895,130

Summary of Selected Significa23

Summary of Selected Significant Accounting Policies (Details Textual) - $ / shares	1 Months Ended
	Jul. 31, 2015	Feb. 28, 2015	Mar. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Summary of Selected Significant Accounting Policies (Textual)
Common stock, par value			$ 0.00001	$ 0.00001
Reverse Stock Split [Member]
Summary of Selected Significant Accounting Policies (Textual)
Reverse stock split of common stock	1-for-10,000	1-for-1,000
Common Stock [Member] | Reverse Stock Split [Member] | Minimum [Member]
Summary of Selected Significant Accounting Policies (Textual)
Common stock, par value					$ 0.00001
Common Stock [Member] | Reverse Stock Split [Member] | Maximum [Member]
Summary of Selected Significant Accounting Policies (Textual)
Common stock, par value					$ 0.01

Notes Payable (Details)

Notes Payable (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Notes Payable and Subordinated Debt Reported at Fair Value [Abstract
Convertible notes payable with a bifurcated conversion option	$ 3,796	$ 3,345
Related party notes payable	948	1,142
Other notes payable	61	61
Discounts on notes payable	(202)	(70)
Total notes payable	4,603	4,478
Less current portion	4,603	4,478
Non-current notes payable

Notes Payable (Details Textual)

Notes Payable (Details Textual) - USD ($)	Mar. 17, 2016	Mar. 11, 2016	Mar. 31, 2016	Mar. 31, 2015	Apr. 30, 2016	Mar. 21, 2016	Feb. 29, 2016	Dec. 31, 2015
Notes Payable (Textual)
Convertible note aggregate principal amount		$ 147,059
Payments net of original issue discount			$ 202,000					$ 70,000
Notes payable to related parties			948,000					$ 1,142,000
Convertible promissory notes shares				65,033,027
Interest expense			$ 194,000	$ 334,000
Due to affiliate							$ 15,000
Subsequent Event [Member] | Officer [Member]
Notes Payable (Textual)
Notes payable to related parties					$ 194,010
Convertible Debt [Member]
Notes Payable (Textual)
Convertible note aggregate principal amount		95,493				$ 23,529
Repayment of convertible notes		125,000
Payments net of original issue discount		22,059
Term of convertible note			1 year
Interest rate			12.00%
Conversion of common stock description			(i) $0.015 per share or (ii) 60% of the average of the three lowest trading prices of the Company's common stock during the 10 days prior to conversion.
Common stock, shares issued	241,917
Contractual rate per share	$ 0.0433
Accrued interest	$ 1,520
Fair value of embedded conversion	46,000
Proceeds received in original issue of discounts		$ 81,169				$ 20,000
Common stock convertible notes issued	$ 8,955

Subordinated Debt Reported at26

Subordinated Debt Reported at Fair Value (Details) - Subordinated Debt [Member] $ in Millions	3 Months Ended
	Mar. 31, 2016USD ($)
Debt Instrument [Line Items]
Fair value of SNC note	$ 0.2
Actual principal due amount	3.3
Scott Silverman [Member]
Debt Instrument [Line Items]
Secured subordinated convertible promissory note	$ 3.3

Financial Instruments (Details)

Financial Instruments (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Level 1 [Member]
Liabilities:
Subordinated debt
Level 2 [Member]
Liabilities:
Subordinated debt
Level 3 [Member]
Liabilities:
Subordinated debt	230,000	370,000
Bifurcated embedded option in convertible notes [Member] | Level 1 [Member]
Liabilities:
Derivative liabilities
Bifurcated embedded option in convertible notes [Member] | Level 2 [Member]
Liabilities:
Derivative liabilities
Bifurcated embedded option in convertible notes [Member] | Level 3 [Member]
Liabilities:
Derivative liabilities	8,611	5,337
Warrant liabilities [Member] | Level 1 [Member]
Liabilities:
Derivative liabilities
Warrant liabilities [Member] | Level 2 [Member]
Liabilities:
Derivative liabilities
Warrant liabilities [Member] | Level 3 [Member]
Liabilities:
Derivative liabilities	$ 1,429	$ 1,410

Financial Instruments (Details

Financial Instruments (Details 1) - Level 3 [Member]	3 Months Ended
	Mar. 31, 2016USD ($)
SNC Note [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Balance	$ 370
Issuance of additional debt
Conversion of notes into share of common stock
Loss (Gain) on change in fair value	(140)
Balance	230
Bifurcated embedded option in convertible notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Balance	5,337
Issuance of additional debt	177
Conversion of notes into share of common stock	(46)
Loss (Gain) on change in fair value	3,143
Balance	8,611
Warrant liabilities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Balance	1,410
Issuance of additional debt
Conversion of notes into share of common stock
Loss (Gain) on change in fair value	19
Balance	$ 1,429

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - Stock option [Member]	3 Months Ended
	Mar. 31, 2016$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options quantity outstanding, beginning | shares	123,500,000
Options quantity, granted | shares
Options quantity, exercised | shares
Options quantity, Forfeitures | shares
Options quantity outstanding, ending | shares	123,500,000
Weighted average exercise price options outstanding, beginning | $ / shares	$ 0.036
Weighted average exercise price options, granted | $ / shares
Weighted average exercise price options, exercised | $ / shares
Weighted average exercise price options, Forfeitures | $ / shares
Weighted average exercise price options outstanding, ending | $ / shares	$ 0.036

Stockholders' Deficit (Details

Stockholders' Deficit (Details Textual) - USD ($)	Aug. 13, 2015	Mar. 31, 2016	Apr. 29, 2016	Dec. 31, 2015	Jul. 31, 2015
Stockholders' Deficit (Textual)
Preferred stock, shares authorized		5,000,000		5,000,000
Preferred stock, par value		$ 0.01		$ 0.01
Preferred stock, shares		0		0
Common stock, shares authorized		100,000,000		100,000,000
2014 Stock Incentive Plan [Member]
Stockholders' Deficit (Textual)
Restricted common stock issued to executive officers	100,000,000
Share-based compensation, options to purchase shares of common stock	123,500,000
Additional restricted common stock issued to officers and director	150,000,000
Warrant [Member]
Stockholders' Deficit (Textual)
Change in fair value of warrant liabilities		$ 19,875
Fair value of warrant liabilities		$ 1,400,000		$ 1,400,000
Series D Preferred Stock [Member]
Stockholders' Deficit (Textual)
Preferred stock, par value		$ 0.01		$ 0.01
Preferred stock, shares		1,841		1,841
Series D Preferred Stock [Member] | Mr. Silverman [Member] | Subsequent Event [Member]
Stockholders' Deficit (Textual)
Preferred stock, shares			1,400
Common Stock [Member]
Stockholders' Deficit (Textual)
Common stock, shares authorized					100,000,000,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Millions	1 Months Ended
	Apr. 28, 2016	Mar. 31, 2016	Dec. 31, 2015
Officers [Member] | Subsequent Event [Member]
Related Party Transactions (Textual)
Related party transaction	$ 0.6
Officers and Directors [Member]
Related Party Transactions (Textual)
Accrued expenses		$ 0.8	$ 0.9

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Nov. 25, 2015	Feb. 17, 2017	Dec. 31, 2015	May 31, 2016	Apr. 30, 2016	Mar. 31, 2016	Oct. 31, 2015
Commitments and Contingencies (Textual)
Deconsolidated of liabilities						$ 2,600,000
Related party noteholders			$ 1,142,000			$ 948,000
Amount Paid			$ 10,000
Noteholder [Member]
Commitments and Contingencies (Textual)
Related party noteholders							$ 755,620
Stock Purchase Agreement [Member]
Commitments and Contingencies (Textual)
Consulting fee	$ 50,000
Exercise price	$ 0.01
Purchase of warrant, Percentage	2.99%
Warrant term issued	3 years
Subsequent Event [Member]
Commitments and Contingencies (Textual)
Accrued amount				$ 40,000
Litigation expenses		$ 374,742
Subsequent Event [Member] | Noteholder One [Member]
Commitments and Contingencies (Textual)
Related party noteholders					$ 319,000

Subsequent Events (Details)

Subsequent Events (Details)	Nov. 10, 2016USD ($)Tradingdays	Oct. 01, 2016USD ($)	Jun. 14, 2016USD ($)Tradingdays$ / sharesshares	Nov. 25, 2015USD ($)Tradingdays$ / shares	Sep. 30, 2016USD ($)shares	Aug. 16, 2016USD ($)Tradingdays$ / shares	Mar. 31, 2016USD ($)	Mar. 31, 2015USD ($)	Dec. 31, 2015USD ($)	Mar. 11, 2016
Purchase Agreement [Member] | Brace Shop [Member]
Subsequent Events (Textual)
Revenues							$ 1,700,000	$ 1,700,000
Acquisition expenses							$ 125,000		$ 165,000
Terms of purchase agreement				(i) $250,000 in cash to Mrs. Lynne Shapiro, (ii) 849 shares of its newly designated Series E Convertible Preferred Stock ("Series E Preferred Stock"), which is convertible into 84.9% of the issued and outstanding shares of the Company's common stock on a fully diluted basis, and has voting rights on an as converted basis and (iii) a goldenshare in the form of a 5-year warrant (the "Goldenshare"), exercisable at $0.00001 per share with a cashless exercise provision for that number of shares of common stock required to insure that the Series E Preferred Stock issued as part of the purchase price to Mrs. Lynne Shapiro is convertible into 84.9% of the issued and outstanding shares of the Company's common stock, on a fully diluted basis. At the closing of the transaction, Mr. Silverman received 39 shares of the Series E Preferred Stock convertible into 3.9% of the issued and outstanding Common Stock on a fully-diluted basis.
Percentage of conversion rate				3.90%
Consulting fee related to acquisition				$ 50,000
Convertible Debt [Member]
Subsequent Events (Textual)
Interest rate				12.00%						12.00%
Senior Secured Credit Facility Agreement [Member] | Brace Shop [Member]
Subsequent Events (Textual)
Principal amount of convertible promissory notes				$ 294,118
Repayments of convertible promissory notes				$ 250,000
Interest rate				12.00%
Conversion price per share shares | $ / shares				$ 0.015
Percentage of average of lowest trading prices				60.00%
Number of trading days conversion of common stock | Tradingdays				10
Subsequent Event [Member]
Subsequent Events (Textual)
Convertible promissory notes principal amount		$ 70,000
Revenues		73,000
Common stock shares authorized prior to amendment | shares					100,000,000,000
Common stock shares authorized after amendment | shares					100,000,000
Subsequent Event [Member] | Lender [Member]
Subsequent Events (Textual)
Convertible promissory notes principal amount		42,250
Principal amount of convertible promissory notes		32,500
Repayments of convertible promissory notes		91,000
Convertible promissory notes original discount		$ 9,750
Convertible promissory notes description		The Company shall make payments in cash to the Lender until a total of $91,000 has been paid to the Lender, the amount of each cash repayment shall be equal to 50% of the Company's net profit earned in the month prior to the month of the applicable cash payment.
Subsequent Event [Member] | Lender One [Member]
Subsequent Events (Textual)
Convertible promissory notes principal amount		$ 12,500
Subsequent Event [Member] | Lender Two [Member]
Subsequent Events (Textual)
Convertible promissory notes principal amount		$ 16,250
Subsequent Event [Member] | Convertible Debt [Member]
Subsequent Events (Textual)
Convertible promissory notes principal amount			$ 668,502			$ 52,500
Principal amount of convertible promissory notes			47,000			45,000
Consolidated convertible promissory notes			563,502
Convertible promissory notes original discount			5,000			$ 2,500
Payments to vendors			$ 53,000
Convertible promissory notes description			These notes are due one year after the date of issuance, bear interest at rates of 12% per annum, and are convertible into shares of common stock at the lesser of (i) $0.015 per share or (ii) 60% of the average of the three lowest trading prices of the Company's common stock during the 10 days prior to conversion.			This note is due one year after the date of issuance, bears interest at a rate of 12% per annum, and is convertible into shares of common stock at the lesser of (i) $0.18 per share or (ii) 60% of the average of the three lowest trading prices of the Company's common stock during the 15 days prior to conversion.
Interest rate			12.00%			12.00%
Conversion price per share shares | $ / shares			$ 0.015			$ 0.18
Percentage of average of lowest trading prices			60.00%			60.00%
Number of trading days conversion of common stock | Tradingdays			10			15
Deferred financing costs						$ 5,000
Subsequent Event [Member] | Convertible Debt [Member] | Lender [Member]
Subsequent Events (Textual)
Convertible promissory notes principal amount			$ 536,670
Subsequent Event [Member] | Convertible Debt [Member] | Lender One [Member]
Subsequent Events (Textual)
Common shares exercisable | $ / shares			$ 0.1755
Warrants issued | shares			1,565,286
Warrants expire date			Jun. 14, 2018
Subsequent Event [Member] | Convertible Debt [Member] | Lender Two [Member]
Subsequent Events (Textual)
Common shares exercisable | $ / shares			$ 0.1755
Warrants issued | shares			291,667
Warrants expire date			Jun. 14, 2018
Subsequent Event [Member] | Convertible Debt [Member] | Noteholder [Member]
Subsequent Events (Textual)
Proceeds of convertible promissory notes	$ 84,050
Subsequent Event [Member] | Senior Secured Credit Facility Agreement [Member]
Subsequent Events (Textual)
Convertible promissory notes principal amount	750,000
Principal amount of convertible promissory notes	$ 315,638
Interest rate	18.00%
Percentage of average of lowest trading prices	(85.00%)
Number of trading days conversion of common stock | Tradingdays	5
Deferred financing costs	$ 56,400
Warrants expire date	May 10, 2018
Compensation for services	$ 337,500
Subsequent Event [Member] | Senior Secured Credit Facility Agreement [Member] | Advisory Service Agreement [Member] | Three Payments [Member]
Subsequent Events (Textual)
Payments of interest	11,250
Subsequent Event [Member] | Senior Secured Credit Facility Agreement [Member] | Advisory Service Agreement [Member] | Fourteen Months [Member]
Subsequent Events (Textual)
Payments of interest	5,000
Payments of principal	5,000
Total monthly payments	61,208
Comprised of principal, interest and balloon payment	$ 267,500
Subsequent Event [Member] | Senior Secured Credit Facility Agreement [Member] | Lender [Member]
Subsequent Events (Textual)
Senior secured credit facility					$ 1,000,000
Working capital financing for entity and subsidiary					$ 1,000,000