Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: September 30, 2014

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ___________ to___________

Commission File Number: 000-28629

REVOLUTIONS MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	73-1526138
(State or other jurisdiction	(I.R.S. Employer
of incorporation)	Identification No.)

1124 Park West Blvd. Suite #102

Mount Pleasant, SC 29466

(Address of principal executive offices and Zip Code)

(843) 971-4848

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes ☒No ☐

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 14, 2014, there were 214,963,227 shares outstanding of the registrant’s common stock, $0.001 par value per share.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

		Page
Item 1.	Financial Statements.	F-1

	Unaudited Balance Sheets at September 30, 2014 and December 31, 2013	F-1

	Unaudited Statements of Operations for the Three and Nine Months Ended September 30, 2014 and 2013	F-2

	Unaudited Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013	F-3

	Notes to Unaudited Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	24

Item 4.	Controls and Procedures.	24

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	24

Item 1A.	Risk Factors.	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	25

Item 6.	Exhibits.	25

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Revolutions Medical Corporation

Balance Sheets

(Unaudited)

	September 30, 2014			December 31, 2013
Assets
Current Assets:
Cash and cash equivalents	$	16,610		$	932
Inventories		245,289			278,564
Prepaid expenses and other current assets		6,319			2,932
Total current assets		268,218			282,428

Property and equipment, net		193,524			270,189
Intangibles		133,802			133,517

Total assets	$	595,544		$	686,134

Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued liabilities	$	2,436,444		$	1,867,192
Accounts payable and accrued liabilities, related parties		87,845			132,407
Payable to Yeso-med		4,669,290			3,247,095
Unearned revenue		89,771			73,495
Payable for indemnification		1,381,236			1,376,084
Convertible notes, net of discounts		511,960			494,708
Convertible notes, related parties		75,000			75,000
Derivative liability, note conversion feature		406,047			658,453
Total liabilities		9,657,593			7,924,434

Commitments and contingencies

Stockholders’ deficit:
Series 2006 Preferred stock, $0.001 par value, 5,000,000 shares authorized; 1,000,000 shares issued and outstanding		1,000			1,000
Common stock, $0.001 par value; 250,000,000 shares authorized; 168,716,800 and 107,039,034 shares issued and outstanding, respectively		168,716			107,039
Additional paid-in capital		38,000,978			37,087,921
Subscriptions receivable		(71,000	)		(71,000	)
Accumulated deficit		(47,161,743	)		(44,363,260	)
Total stockholders’ deficit		(9,062,049	)		(7,238,300	)

Total liabilities and stockholders’ deficit	$	595,544		$	686,134

The accompanying notes are an integral part of the financial statements

F-1

Revolutions Medical Corporation

Statements of Operations

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
Revenue	$	53,799		$	2,363		$	58,847		$	5,454

Cost of revenue		35,208			1,338			35,208			2,640
Loss on firm purchase commitment		481,301			493,328			1,422,195			1,469,357
Cost of goods sold		516,509			494,666			1,457,403			1,471,997
Gross loss		(462,710	)		(492,303	)		(1,398,556	)		(1,466,543	)
Operating expenses:
Depreciation and amortization		22,888			24,789			66,940			72,727
General and administrative expenses		281,710			480,460			1,024,600			2,144,070
Loss on disposal of assets		17,600			-			17,600			-
Total operating expenses		322,198			505,249			1,109,140			2,216,797
Operating loss		(784,908	)		(997,552	)		(2,507,696	)		(3,683,340	)
Other income (expense):
Interest expense		(156,565	)		(207,414	)		(676,537	)		(474,098	)
Loss on extinguishment of debt		-			(4,082	)		-			(43,345	)
Gain on change in fair value of derivative liability		46,445			283,382			263,050			153,484
Other income (loss), net		-			-			122,700			(753	)
Total other income(expense)		(110,120	)		71,886			(290,787	)		(364,712	)
Net loss	$	(895,028	)	$	(925,666	)	$	(2,798,483	)	$	(4,048,052	)

Net loss per common share – basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.05	)
Weighted average number of common shares outstanding – basic and diluted		151,317,876			95,586,936			130,398,834			86,635,118

The accompanying notes are an integral part of the financial statements

F-2

Revolutions Medical Corporation

Statement of Cash Flows

(Unaudited)

	Nine months ended September 30,
	2014			2013
Cash flows from operating activities:
Net loss	$	(2,798,483	)	$	(4,048,052	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		66,940			72,727
Stock-based compensation expense		117,478			625,633
Stock options and warrants modification expense		11,716			188,628
Loss on disposal of assets		17,600			-
Amortization of debt discounts		395,119			413,851
Non-cash interest expense related to conversion feature of notes payable		160,402			2,838
Loss on extinguishment of debt		-			43,345
Gain on change in fair value of derivative liabilities		(263,050	)		(153,484	)
Changes in operating assets and liabilities:
Inventories		33,275			3,492
Prepaid expenses and other current assets		(3,387	)		927
Accounts payable and accrued liabilities		2,041,439			2,132,887
Accounts payable and accrued liabilities – related parties		(44,562	)		90,016
Unearned revenue		16,276			106,690
Payable for indemnification		5,152			24,660
Net cash used in operating activities		(244,085	)		(495,842	)
Cash flows from investing activities:
Payments for license and patents		(7,637	)		(21,810	)
Net cash used in investing activities		(7,637	)		(21,810	)
Cash flows from financing activities:
Proceeds from issuance of common stock through cash exercise of stock options and warrants		20,000			100,000
Proceeds from issuance of notes for cash		247,400			472,500
Repayment of notes		-			(51,530	)
Net cash provided by financing activities		267,400			520,970
Net change in cash		15,678			3,318
Cash at beginning of period		932			54
Cash at end of period	$	16,610		$	3,372
Supplementary disclosure of cash flows information:
Interest paid	$	-		$	-
Interest taxes paid	$	-		$	-
Non-cash financing and investing activities:
Common stock issued for conversion of debt	$	435,235		$	550,621
Debt discount on convertible notes	$	240,546		$	253,053
Beneficial conversion feature	$	-		$	130,117

The accompanying notes are an integral part of the financial statements

F-3

Revolutions Medical Corporation

Notes to Financial Statements

(Unaudited)

Note 1 – Basis of Presentation, Description of Business, Significant Accounting Policies, Critical Accounting Estimates and Reclassification

Basis of Presentation

The accompanying unaudited financial statements include the accounts of Revolutions Medical Corporation, a Nevada corporation. Unless the context otherwise requires, references to the “Company”, “RevMed”, “our”, “we”, and “us” mean Revolutions Medical Corporation.

The Company follows accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB establishes accounting principles generally accepted in the United States (“GAAP”). Rules and interpretive releases of the U.S. Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants, which the Company is required to follow. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“ASC”), which serves as a single source of authoritative non-SEC accounting and reporting standards to be applied by nongovernmental entities.

Description of Business

RevMed endeavors to design, develop and commercialize auto retractable vacuum safety syringes. Our present product development effort is focused on the RevVac™ Auto Retractable Vacuum Safety Syringe (“RevVac™ Safety Syringe”), which is designed specifically to reduce accidental needle stick injuries and lower the spread of blood borne diseases. The Company also has developed a suite of proprietary Magnetic Resonance Imaging (“MRI”) software tools consisting of RevColor™, Rev3D™, and RevDisplay™. These tools are designed to enhance general diagnostic confidence through education and research use and in the future the Company believe will have specific commercial applications. The Company’s administrative facilities are located in Charleston, South Carolina and its primary manufacturing facility is located in Wuxi, China.

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

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the most recent fiscal year ended December 31, 2013 have been omitted.

Significant Accounting Policies

Cash and Cash Equivalents

The Company considers highly liquid investments (those readily convertible to cash) purchased with original maturity dates of three months or less to be cash equivalents.

Accounts Receivable

The Company records trade receivables when revenue is recognized. The Company’s allowance for doubtful accounts is primarily determined by review of specific trade receivables. Those accounts that are doubtful of collection are included in the allowance. These provisions are reviewed to determine the adequacy of the allowance for doubtful accounts. Trade receivables are charged off when there is certainty as to their being uncollectible. Trade receivables are considered delinquent when payment has not been made within contract terms.

The Company requires certain distributors to make a prepayment prior to beginning production or shipment of their order. Distributors may apply such prepayments to their outstanding invoices or pay the invoice and continue to carry forward the deposit for future orders. Such amounts are included in unearned revenue on the balance sheets. The Company records an allowance for estimated returns as a reduction to accounts receivable and gross profit. To date, returns have been immaterial.

Inventory

Inventory includes only finished goods and is valued at the lower of cost or market, with cost being determined using weighted average cost. The Company compares the average cost to the market price and records the lower value. Management considers such factors as the amount of inventory on hand and in the distribution channel, estimated time to sell such inventory, the shelf life of inventory, and current market conditions when determining excess or obsolete inventories. A reserve is established for any excess or obsolete inventories or they may be written off. As of September 30, 2014 and December 31, 2013, no allowance for inventory was recorded.

Property and Equipment

Property and equipment, including significant improvements, are stated at cost. Expenditures for maintenance and repairs are charged to operating expenses as incurred. When properties are retired or otherwise disposed of, the cost of the asset and the related accumulated depreciation are removed from the accounts with the resulting gain or loss being reflected in results of operations.

Depreciation and amortization expense is recorded on a straight-line basis over the estimated useful life of the asset as listed below:

Asset Category		Useful Lives
Machinery and equipment (years)		5
Furniture and fixtures (years)		7
Leasehold improvements		Shorter of leasehold improvement life or remaining term of lease

Intangibles

Intangible assets include patents and trademarks, which are valued at cost and amortized on a straight-line basis over periods varying from 17 to 20 years.

Impairment of Long-lived Assets

The Company reviews the carrying value of the long-lived assets periodically to determine if facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Among the factors the Company considers in making the evaluation are changes in market position and profitability. If facts and circumstances exist which may indicate impairment, the Company will prepare a projection of the undiscounted cash flows of the asset group and determine if the long-lived assets are recoverable based on these undiscounted cash flows. If impairment is indicated, an adjustment will be made to reduce the carrying amount of these assets to their fair value.

Beneficial Conversion Feature

From time to time, the Company may issue convertible notes that have conversion prices that create an embedded beneficial conversion feature on the issuance date. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid-in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

Derivative Instruments

Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses the Black-Scholes-Model option pricing model (“Black-Scholes Model”). Changes in fair value are recorded in the statement of operations.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. exit price), in an orderly transaction between market participants at the measurement date. The Company categorizes its assets and liabilities measured at fair value based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs are classified as follows:

● Level 1 – quoted prices in active markets for identical assets or liabilities.

● Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.

● Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.

The following table summarizes fair value measurements by level at September 30, 2014, for assets and liabilities measured at fair value on a recurring basis:

	Level 1		Level 2		Level 3		Total
Payable for indemnification	$	—	$	1,381,236	$	—	$	1,381,236

Derivative liability	$	—	$	—	$	406,047	$	406,047

The following table summarizes fair value measurements by level at December 31, 2013, for assets and liabilities measured at fair value on a recurring basis:

	Level 1		Level 2		Level 3		Total
Payable for indemnification	$	—	$	1,376,084	$	—	$	1,376,084

Derivative liability	$	—	$	—	$	658,453	$	658,453

Revenue Recognition

Revenue is recognized for sales when title and risk of ownership passes to the customer, generally upon shipment from the manufacturing facility in Wuxi, China or from our warehouse facility in Ladson, South Carolina; when the price is fixed or determinable; and when collection is reasonably assured.

Share-based Compensation

The Company estimates the fair value of each stock option award at the grant date by using the Black-Scholes Model and value of common shares based on the trading price on the date of the share grant. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest, the Company reduces the expense for estimated forfeitures based on historical forfeiture rates. Previously recognized compensation costs may be adjusted to reflect the actual forfeiture rate for the entire award at the end of the vesting period. Excess tax benefits, if any, are recognized as an addition to paid-in capital.

Income Taxes

The Company uses the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the differences between the financial statement and tax basis of assets and liabilities at enacted tax rates in effect in the years in which the differences are expected to reverse.

Earnings (Loss) Per Common Share

Basic net income (loss) per common share is calculated by dividing net income (loss) available to common stockholders for the period by the weighted average shares of common stock outstanding during the period. Diluted net income per common share is computed by dividing the net income for the period by the weighted average number of common and common equivalent shares outstanding during the period. The calculation of diluted income (loss) per common share assumes the dilutive effect of stock options, warrants and any other potentially dilutive securities outstanding. During a loss period, the potentially dilutive securities have an anti-dilutive effect and are not included in the calculation of dilutive net loss per common share. For the nine months ended September 30, 2014, potentially issuable shares, including options and warrants to purchase 22,749,008 shares of the Company’s common stock and notes payable convertible to 342,363,359 shares of the Company’s common stock have been excluded from the calculation. For the nine months ended September 30, 2013, potentially issuable shares, including options and warrants to purchase 18,349,008 shares of the Company’s common stock and notes payable convertible to 27,402,673 shares of the Company’s common stock, have been excluded from the calculation.

Subsequent Events

The Company has evaluated all transactions occurring between the nine months ended September 30, 2014, through the date of issuance of the financial statements for subsequent event disclosure consideration.

Critical Accounting Estimates

The preparation of financial statements in conformity with 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 reporting period. Actual results could differ significantly from those estimates.

Recent Accounting Standards

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 at June 30, 2014.

Note 2 – Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has not established significant sources of revenue to fund the development of its business and pay operating expenses, resulting in an accumulated deficit of $47,161,743 and a working capital deficit of $9,389,375 at September 30, 2014. The ability of the Company to continue as a going concern during the next year depends on successful sales of its RevVac™ Safety Syringe and completion of the Company’s capital raising efforts to fund the development of its 1ml, 5ml and 10ml auto-retractable vacuum safety syringes. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 3 – Property and Equipment

Property and equipment consisted of the following:

	September 30, 2014			December 31, 2013
Equipment	$	353,235		$	353,235
Leasehold improvements		524			44,000
Furniture		49,147			49,147
		402,906			446,382
Less accumulated depreciation		(209,382	)		(176,193	)
	$	193,524		$	270,189

For the nine months ended September 30, 2014 and 2013, the Company recognized depreciation and amortization expense related to property and equipment of $59,588 and $64,851, respectively. During the third quarter of 2014, the Company recognized $17,600 of loss on disposal of assets.

Note 4 – Intangibles

Intangibles consisted of the following:

	September 30, 2014			December 31, 2013
Patent	$	192,543		$	184,906
Less accumulated amortization		(58,741	)		(51,389	)
	$	133,802		$	133,517

The Company owned one US patent on its vacuum safety blood drawing device issued in 2003. The Company owned two US patents on its RevVac™ auto retractable vacuum safety syringe, the first issued in January 2005 and the second issued in January 2009 (see Note 10). The RevVac™ auto retractable vacuum safety syringe has international patents issued in China, Japan, Mexico, Australia, Taiwan and pending issuance in Canada and European Union. The Company filed US and international Patent Cooperation Treaty provisional patents on vacuum auto retraction designs for a prefilled safety syringe in 2011 and 2012, respectively. In 2013, the Company has decided not to pursue the issuance of its imaging segmentation software patents as written but has made improvements to the software technology and intends to file new provisional patents and copyright protection on these software improvements in the future.

For the nine months ended September 30, 2014 and 2013, the Company recognized amortization expense of $7,352 and $7,876, respectively.

Note 5 – Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following:

	September 30, 2014		December 31, 2013
Accounts payable	$	606,410	$	565,127
Accrued payroll liabilities and related penalties		683,071		607,134
Accrued salary		771,399		418,440
Accrued interest		251,926		158,869
Other accruals		123,638		117,622
	$	2,436,444	$	1,867,192

As of September 30, 2014 and December 31, 2013, the Company accrued $683,071 and $607,134, respectively, pursuant to state and federal payroll tax liabilities and related penalties. Although the Company plans to settle these amounts, there is no assurance that its efforts to settle will be successful. Tax liens in the aggregate amount of $6,164 were filed against the Company as of December 31, 2013 by the South Carolina Department of Revenue due to these delinquent payments and failure to file the required tax forms. Tax liens in the aggregate amount of $675,057 were filed against the Company as of April 15, 2014 by the Internal Revenue Service due to these delinquent payments and failure to file the required tax forms. The Company has filed all required payroll tax forms as of the date of this filing and is negotiating with the taxing authorities to resolve these liabilities.

Note 6 – Payable to Yeso-med

On December 1, 2011, the Company entered into a 5-year agreement with Wuxi Yushou Medical Appliance Co., Ltd (“Yeso-med”). Pursuant to the agreement, commencing from the date that Yeso-med demonstrates to the Company’s satisfaction that it has the capacity to commence regular production of the syringes in the 3ml size in the minimum amount of at least 2,500,000 units per month, the Company will place orders of at least 2,500,000 units per month for the term of this agreement. If the Company does not place with Yeso-med the minimum order for a single month, Yeso-med shall have the right to receive payments from the Company equal to 50% of the supply price of each unit below the minimum order amount required for that month. The Company has the right to have the amount paid under this requirement to serve as payment against future orders provided the quantity ordered exceeds the minimum quantity for that month. In July 2012, Yeso-med met the capacity requirement. However, the Company has not yet placed an order as of September 30, 2014. As of September 30, 2014 and December 31, 2013, a payable was recorded to Yeso-med related to this minimum purchase requirement of $4,171,270 and $2,749,075, for which no payments have been made, respectively. During the nine months ended September 30, 2014 and 2013, $1,422,195 and $1,469,357 was recorded as a loss on firm purchase commitments, respectively. No demands for payment have been made by Yeso-med.

The payable to Yeso-med also included amounts due for product purchased of $208,501 and amounts due for equipment purchased of $289,519 as of September 30, 2014 and the same amount at December 31, 2013, respectively.

Note 7 – Payable for Indemnification

On February 5, 2009, the Company entered into an Indemnification Settlement Agreement with Gifford M. Mabie, founder and former Chief Executive Officer of the Company. Pursuant to the agreement, the Company agreed to indemnify Mr. Mabie for the payment of penalties, prejudgment interest and post-judgment interest to the SEC that is part of the Final Judgment, dated March 11, 2005, in SEC v. Maxxon, Inc., Gifford M. Mabie, Jr., Thomas R. Coughlin, Jr. 02-CV-975-H(J) which resulted from actions taken in good faith by Messrs. Mabie and Coughlin in the performance of duties as an officer and directors of the Company. The payment amount stated in the Final Judgment was $1,088,067.

The agreement specifies that the Company is to periodically issue shares of its common stock to a special account for Mr. Mabie so that shares can be sold each day the market is open until the liability is satisfied. The special account was initially funded by common stock owned by Mr. Mabie. The total number of shares sold from the special account is limited to 5% of the total trading volume each day. A percentage equal to Mr. Mabie’s federal and state tax liabilities up to a maximum of 40% will be retained by the brokerage firm administering the special account and remitted to the Internal Revenue Service and to the Oklahoma Tax Commission or the tax commission having jurisdiction in the state in which Mr. Mabie resides. In the event that Mr. Mabie is entitled to a tax refund, the refund will be remitted to the SEC.

On December 14, 2010, the Company issued 400,000 shares of the Company’s common stock, initially valued at $184,000, to the special account. An additional 400,000 shares were issued to the special account on March 15, 2012 with a value of $140,560 determined based upon the 10-day average share price prior to the date of issuance. At each reporting date, the Company revalues the shares held in the special account and adjusts the outstanding balance. Net increases and decreases in the value of the Company’s common shares held in the special account are recorded in the current period statement of operations. As of September 30, 2014 and December 31, 2013, the remaining principal balance, including the estimated taxes, to be paid was $1.4 million, based upon the Company’s valuation of the stock. For the nine months ended September 30, 2014 and 2013, the net loss related to shares of the Company’s common stock held in the special account was $0 and $24,659, respectively. As of September 30, 2014, there were 301,463 shares of the Company’s common stock held in the special account.

Note 8 – Convertible Notes

Convertible notes consisted of the following:

	September 30, 2014			December 31, 2013
Convertible Promissory Note Payable to JMJ Financial, unsecured, one time interest charge of 8%, due on February 22, 2014 (in default)	$	191,663		$	191,663
Convertible Promissory Note Payable to Asher enterprises, unsecured, interest rate of 8% per annum, with payment due on May 19, 2014		-			35,000
Convertible Promissory Note Payable to Asher Enterprises, unsecured, interest rate of 8% per annum, with payment due on July 23, 2014					42,500
Convertible Promissory Note Payable to Asher Enterprises, unsecured, interest rate of 8% per annum, with payment due on September 12, 2014		-			47,500
Convertible Promissory Note Payable to Carebourn Capital LP, unsecured, interest rate of 8% per annum, with payment due on June 30, 2014		-			32,500
Convertible Promissory Note Payable to Carebourn Capital LP, unsecured, interest rate of 8% per annum, with payment due on July 29, 2014		-			10,000
Convertible Promissory Note Payable to Carebourn Capital, LP, unsecured, interest rate of 8% per annum, with payment due on August 29, 2014		-			17,500
Convertible Promissory Note Payable to TCA Global Credit Master Fund, LP, unsecured by all of the Company’s assets, interest rate of 12% per annum, with payment due monthly until April 26, 2014 (in default)		189,844			189,844
Convertible Promissory Note Payable issued in the course of a private placement to individual, unsecured, interest rate of 12% per annum, with payment due on April 9, 2014 or subsequently on demand by holder		-			140,862
Convertible Promissory Note Payable issued in the course of a private placement to individual, unsecured, interest rate of 8% per annum, with payment due on December 31, 2014		35,000			35,000
Convertible Promissory Note Payable to a related party issued in the course of a private placement to individual, unsecured, interest rate of 8% per annum, with payment due on December 31, 2014		75,000			75,000
Convertible Promissory Note Payable to Carebourn Partners, LLC, unsecured, interest rate of 8% per annum, with payment due on December 17, 2014		2,350			-
Convertible Promissory Note Payable to Booski Consulting, LLC, unsecured, interest rate of 8% per annum, with payment due on December 17, 2014		5,000			-
Convertible Promissory Note Payable to Linrick Industries, LLC, unsecured, interest rate of 8% per annum, with payment due on December 17, 2014		5,000			-
Convertible Promissory Note Payable to Asher Enterprises, unsecured, interest rate of 8% per annum, with payment due on December 4, 2014		28,000			-
Convertible Promissory Note Payable to Carebourn, unsecured, interest rate of 12% per annum, with payment due on January 15, 2015		27,500			-
Convertible Promissory Note Payable to KBM Worldwide, unsecured, interest rate of 8% per annum, with payment due on February 9, 2015		38,900			-
Convertible Promissory Note Payable to Carebourn, unsecured, interest rate of 12% per annum, with payment due on January 15, 2015		52,500			-
Convertible Promissory Note payable to KBM Worldwide, unsecured, interest rate of 8% per annum, with payment due on May 1, 2015		30,500			-
		681,257			817,369
Less: debt discount		(94,297	)		(247,661	)
	$	586,960		$	569,708

JMJ Financial

On February 22, 2011, the Company issued a convertible promissory note in the amount of $1,050,000 to JMJ Financial, Inc. (“JMJ”). The note bears interest in the form of a one-time interest charge of 8%, payable with the note’s principal amount on the maturity date, February 22, 2014. The note is convertible to the Company’s common stock at a price equal to 70% of the average of the three lowest closing market prices of the Company’s common stock for the 20 trading days prior to the conversion date. In connection with the note, the Company entered into a registration rights agreement with JMJ to provide JMJ registration rights for common shares underlying this note. The note will only be funded when the conversion price calculated on each payment date is equal to or greater than $0.015 per share and there are sufficient shares remaining in the registration statement. The principal amount owed to JMJ at September 30, 2014 and December 31, 2013 was $191,663 under the convertible promissory note. The Company analyzed the JMJ note for derivative accounting consideration and determined that the note qualifies for accounting treatment as a financial derivative and recorded an initial discount of $450,000 on the issuance date. During the nine months ended September 30, 2014 and 2013, the Company recorded $11,229 and $75,970 of interest expense related to the amortization of the debt discount. At September 30, 2014 and December 31, 2013, there was $0 and $11,229, respectively, of unamortized debt discount related to the JMJ notes. The Company is currently in litigation with JMJ. See Note 10.

KBM Worldwide

On May 5, 2014, the Company issued a convertible promissory note to KBM Worldwide Inc., an affiliate of Asher, for proceeds of $38,900 (the “KBM Note I”). The note is convertible to the Company’s common stock at a conversion price equal to the greater of (1) 53% multiplied by the average of the lowest three trading days for the Company’s common stock during the 10 day trading period ending on the latest completed trading day prior to the conversion date and (2) a fixed conversion price of $0.00005 per share. The Company analyzed the KBM Note I for derivative accounting consideration and determined that the conversion feature of these notes qualify for accounting treatment as a financial derivative. The conversion feature of the note was valued at $32,046 on the issuance date. During the nine months ended September 30, 2014, the Company recognized $16,939 of interest expense related to the amortization of the debt discount on the KBM Note I. At September 30, 2014, there was $15,107 of unamortized discount related to the unconverted KBM note with a total principal balance of $38,900.

On July 29, 2014, the Company issued a convertible promissory note to KBM Worldwide, Inc., for proceeds of $30,500 (the “KBM Note II”). The note is convertible to the Company’s common stock at a conversion price equal to the greater of (1) 53% multiplied by the average of the lowest three trading days for the Company’s common stock during the 10 day trading period ending on the latest completed trading day prior to the conversion date and (2) a fixed conversion price of $0.00005 per share. The Company analyzed the KBM Note II for derivative accounting consideration and determined that the conversion feature of these notes qualify for accounting treatment as a financial derivative. The conversion feature of the note was valued at $61,443 on the issuance date. As a result, the note was fully discounted and the fair value of the conversion feature in excess of the principal amount allocated to the note in the amount of $30,943 was expensed immediately as additional interest expense. During the nine months ended September 30, 2014, the Company recognized $6,962 of interest expense related to the amortization of the debt discount on the KBM Worldwide note. At September 30, 2014, there was $23,538 of unamortized discount related to the unconverted KBM Worldwide note with a total principal balance of $30,500.

Asher Enterprises

On February 28, 2014, the Company issued convertible promissory notes to Asher Enterprises for proceeds of $53,000 in cash (the “2014 Asher Note”). The note is convertible to the Company’s common stock at a conversion price equal to the greater of (1) 55% multiplied by the average of the lowest three trading prices for the Company’s common stock during the 10 trading day period ending on the latest completed trading day prior to the conversion date and (2) a fixed conversion price of $0.00005 per share. The Company analyzed the 2014 Asher Note for derivative accounting consideration and determined that the conversion feature of these notes qualify for accounting treatment as a financial derivative. The conversion feature of the note was valued at $72,298 on the issuance date. As a result, the note was fully discounted and the fair value of the conversion feature in excess of the principal amount allocated to the note in the amount of $19,298 was expensed immediately as additional interest expense. During the nine months ended September 30, 2014, the Company recognized $140,963 of aggregate interest expense related to the amortization of the debt discount on all Asher notes. At September 30, 2014, there was $6,523 of unamortized discount related to the unconverted Asher notes with a total principal balance of $28,000. During the nine months ended September 30, 2014, Asher Enterprises converted principal of $150,000 with accrued interest related to notes issued in 2013 into 27,552,189 shares of the Company’s common stock.

Carebourn Capital

On March 17, May 15, and June 19, 2014, the Company issued convertible promissory notes to Carebourn Capital for proceeds of $15,000, $27,500, and $52,500 in cash, respectively, (“2014 Carebourn Note”). The notes are convertible to the Company’s common stock at a conversion price equal to the greater of (1) 55% multiplied by the average of the lowest three trading prices for the Company’s common stock during the 10 trading day period ending on the latest completed trading day prior to the conversion date (2) a fixed conversion price of $0.00009 per share. The Company analyzed the 2014 Carebourn Notes for derivative accounting consideration and determined that the conversion feature of these notes qualify for accounting treatment as a financial derivative. The conversion features of these notes were valued at $165,785 on the issuance date. As a result, the notes were fully discounted and the fair value of the conversion feature in excess of the principal amount allocated to the note in the amount of $70,785 was expensed immediately as additional interest expense. During the nine months ended September 30, 2014, the Company recognized $100,838 of aggregate interest expense related to the amortization of the debt discount on all Carebourn notes. At September 30, 2014, there was $39,426 of unamortized discount related to the unconverted Carebourn notes with a total principal balance of $82,350. During the nine months ended September 30, 2014, Carebourn converted principal of $60,000 with accrued interest related to notes issued in 2013 into 11,483,817 shares of the Company’s common stock.

TCA Global Credit Master Fund, LP

On April 26, 2013, the Company entered into a securities purchase agreement with TCA, pursuant to which, TCA shall purchase from the Company up to $2,000,000 of senior secured convertible redeemable debentures (the “Debentures”). The Debentures will be purchased in a series of closings and pursuant to the first such closing, TCA purchased that certain senior convertible redeemable debenture in the amount of $250,000.

The Debentures were issued at 7% original issue discount and the discount of $17,500 is amortized over one year, the term of the Debentures, using the straight-line method which approximates the effective interest method due to the short term nature of the note. The note bears interest at a rate of 12% per annum and the Company shall make monthly payments of principal and interest commencing on May 26, 2013 with the first two payments only including interest. During 2013, the Company made principal payments of $77,656 and interest payments of $11,781 to TCA. As of September 30, 2014, the Company was not in compliance with the financial covenants of this credit facility as it was unable to make the scheduled principal and interest payments since November 2013. On February 24, 2014, TCA filed in a Florida court to seek unpaid monthly payments, default interest and penalties related to this facility as part of the credit facility agreement. The Company became delinquent on payments and was notified of default on January 24, 2014. The Company is working with TCA on an amicable payment of past due amounts and seeks to pay the amount left owed to TCA after it receives disbursements from legal settlements, issuance of additional shares, and or proceeds from anticipated sales.

The Debentures are convertible at a price determined by multiplying 85% of the average daily volume weighted average price of the Company’s common stock during the five business days immediately preceding the date of conversion. The Company analyzed the Debentures for derivative accounting consideration and determined that the Debentures qualify for accounting treatment as a financial derivative. The conversion feature of the Debentures was valued at $218,053 on the issuance date and recorded as debt discount. As of September 30, 2014, the debt discount was fully amortized.

The Company also issued to TCA 9,375,000 shares, which were pledged as security for the securities purchase agreement and was held with an escrow agent until such time as the full payment and performance of all of the obligations of the Company have been satisfied in accordance with the terms of the agreement. The Company also granted TCA the right to vote and receive dividends during the period the 9,375,000 shares were held by TCA. The Company recorded shares issued at par value of $9,375 with an offset to additional paid-in capital.

On May 9, 2013, the Company issued 2,000,000 restricted shares to pay for the $100,000 facility fee pursuant to the 2013 TCA securities purchase agreement entered into on April 26, 2013 with TCA. TCA will return all remaining shares to the Company if total net proceeds of $100,000 are reached. The Company will pay cash or issue additional shares if a total of 2,000,000 shares are sold and net proceeds do not total $100,000. The Company has the right to redeem any shares then in TCA’s possession for an amount equal to the $100,000 facility fee less any net proceeds received by TCA from the sales of the Company’s shares. On the issuance date, the Company recorded an expense of $160,000 for the issuance of 2,000,000 shares based on the stock price. At December 31, 2013, TCA had not sold any of the 2,000,000 shares. Accordingly, the Company accrued an additional expense of $60,000 which represents the difference between the $100,000 facility fee and the fair market value of the 2,000,000 shares at December 31, 2013 of $0.02 per share. All shares were sold by TCA during the nine months ended September 30, 2014. TCA received approximately $79,000 from the sales of these shares. The Company has yet to issue additional shares for the remaining unpaid fee.

2013 Individual Convertible Notes Payable

On September 3, 2013, the Company issued a $35,000 convertible note to an individual. The note matures one year from the date of issuance. Interest accrues at the rate of 8% per year on the outstanding principal amount to be paid at maturity. The conversion provisions of this note are the same as the 2012 Individual Convertible Notes as previously issued. The Company analyzed the note for derivative accounting consideration and determined that the conversion feature of the note qualifies for accounting treatment as a financial derivative. The conversion feature of this note was valued at $37,837 on the issuance date. As a result, the note was fully discounted and the fair value of the conversion feature in excess of the principal amount allocated to the note of $2,837 was expensed immediately as additional interest expense. During the nine months ended September 30, 2014, the Company recognized $17,740 of interest expense related to the amortization of the debt discount. At September 30, 2014, there was $5,658 of unamortized discount related to the note. In connection with the issuance of the note, warrants to purchase 140,000 shares of the Company’s common stock at $0.25 per share and 70,000 shares of the Company’s common stock at $0.50 per share were issued to the note holder. These warrants were valued at $2,588 using the Black-Scholes Model.

On October 9, 2013, the Company issued six convertible notes in an aggregate amount of $140,862 to an individual to settle amounts owed by the Company for legal services rendered to the Company. The notes are callable at any time by the holder subsequent to the six month anniversary of the issuance date. Interest accrues at the rate of 12% per year on the outstanding principal amount to be paid at maturity. The principal amount of the note and accrued interest are convertible into the Company’s common stock at a conversion price equal to the average five trading day closing price of the Company’s common stock during the five trading days immediately prior to the conversion date multiplied by two. The Company analyzed the notes for derivative accounting consideration and determined that the conversion feature of the notes qualifies for accounting treatment as a financial derivative. The conversion feature of the notes were valued at an aggregate amount of $35,709 on the issuance date. During the nine months ended September 30, 2014, the Company recognized $19,425 of interest expense related to the amortization of the debt discount. At September 30, 2014, the debt discount was fully amortized. During the nine months ended September 30, 2014, $140,862 principal of the notes issued in 2013 with accrued interest were converted into 9,647,529 shares of the Company’s common stock.

On March 17, 2014, the Company issued convertible notes to two individuals for proceeds of $15,000 each in cash. The notes mature nine months from the date of issuance. Interest accrues at the rate of 8% per year on the outstanding principal amount to be paid at maturity. The notes are convertible to the Company’s common stock at a conversion price equal to 55% multiplied by the average of the lowest three trading prices for the Company’s common stock during the 10 trading day period ending on the latest completed trading day prior to the conversion date. The Company analyzed the notes for derivative accounting consideration and determined that the conversion feature of the notes qualify for accounting treatment as a financial derivative. The conversion feature of the notes was valued at $69,376 on the issuance date. As a result, the note was fully discounted and the fair value of the conversion feature in excess of the principal amount allocated to the note of $39,376 was expensed immediately as additional interest expense. During nine months ended September 30, 2014, the Company recognized $27,164 of interest expense related to the amortization of the debt discount. At September 30, 2014, there was $2,836 of unamortized discount related to the note. During the nine months ended September 30, 2014, the note holders converted principal of $20,000 with accrued interest into 4,705,351 shares of the Company’s common stock.

Note 9 – Derivatives – Note Conversion Feature

Due to the conversion feature contained in some of the notes that the Company has issued, the actual number of shares of common stock that would be required if a conversion of the notes was made through the issuance of the Company’s common stock cannot be predicted, and the Company could be required to issue an amount of shares that may cause it to exceed its authorized share amount. As a result, the conversion feature requires derivative accounting treatment and will be bifurcated from the note and “marked to market” each reporting period through the income statement. The fair value of the conversion feature of these notes was recognized as a derivative liability instrument and will be measured at fair value at each reporting period. In determining the fair value, the Company uses the Black-Scholes Model. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes Model.

The following is a summary of the activity of the derivative liability for the nine months ended September 30, 2014:

Fair value at December 31, 2013	$	658,453
Decrease in value		(263,050	)
Addition		400,949
Reclassification from liability to equity as a result of note conversions		(390,305	)
Fair value at September 30, 2014	$	406,047

The derivative liability was valued using the Black-Scholes Model with the following assumptions:

	September 30, 2014			December 31, 2013
Risk free interest rate		0.11	%		0.13	%
Expected life (years)		0.01 to 0.58			0.07 to 0.7
Dividend yield		0	%		0	%
Volatility		290% to 309	%		256% to 394	%

	Various issuance dates during the
	September 30, 2014			December 31, 2013
Risk free interest rate		0.09 to 0.13	%		0.10 to 0.15	%
Expected life (years)		0.45 to 0.77			0.50 to 0.99
Dividend yield		0	%		0	%
Volatility		251% to 280	%		213% to 293	%

Note 10 – Commitment and Contingencies

KVM Capital Partners Investment Agreement

On June 11, 2013, the Company entered into an Investment Agreement (the “Original KVM Agreement”) with KVM Capital Partners (“KVM”), whereby the parties also agreed to enter into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the terms of the Original KVM Agreement, for a period of 36 months commencing on the trading day immediately following date of effectiveness of a registration statement to be filed by the Company, KVM will commit to purchase up to $1,500,000 of the Company’s common stock, pursuant to a notice from the Company, covering the Registrable Securities (as defined below). The purchase price of the shares under the Original KVM Agreement is equal to a 22.5% percent discount to the average of the three lowest closing bids during the last seven trading days after the Company delivers to KVM a put notice in writing requiring KVM to purchase shares of the Company, subject to the terms of the Original KVM Agreement. As further consideration for KVM entering into and structuring the Original KVM Agreement, the Company paid KVM a $10,000 fee by issuing KVM 250,000 restricted shares of the Company’s common stock on June 11, 2013.

On September 15, 2014, the Company and KVM entered into a termination agreement (the “Termination Agreement”), to cancel the Original KVM Agreements and all of the transactions contemplated thereby. Notwithstanding the Termination Agreement, the 250,000 restricted shares of the Company’s common stock issued under the Original KVM Agreement were fully earned when issued, and retained by KVM.

On September 15, 2014, the Company entered into a new investment agreement (the “New Investment Agreement”) with KVM, whereby the parties also agreed to enter into a new registration rights agreement (the “New Registration Rights Agreement”). Pursuant to the terms of the New Investment Agreement, for a period of 36 months commencing on the trading day immediately following date of effectiveness of a registration statement, KVM shall commit to purchase up to $1,500,000 of the Company’s common stock, par value $0.001 per share. The purchase price of the shares under the New Investment Agreement is equal to a 22.5% discount to the average of the three lowest closing bids as calculated using the average of the three lowest closing bids during the last 7 trading days after the Company delivers to KVM a notice in writing requiring KVM to purchase shares of the Company, subject to the terms of the New Investment Agreement. The maximum amount of shares that the Company can sell to KVM on each notice is 200% of dollar trading volume (U.S. market only) of the Company’s common stock for the 10 trading days immediately prior to the notice date so long as such amount does not exceed 4.99% of the Company’s outstanding shares. The Company shall not submit another notice before a previous notice is completed.

Pursuant to the terms of the New Registration Rights Agreement, the Company is obligated to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC’) to cover the shares issued under the New Investment Agreement within 21 days of closing. The Company must use its commercially reasonable efforts to cause the registration statement to be declared effective by the SEC. The Company filed a registration statement on September 16, 2014, however, the registration statement is not yet effective.

Maxxon/Globe Joint Venture Agreement

In September 2005, the Company filed a patent on its RevVac™ Safety Syringe with Globe Med Tech which gave a 50% ownership of this patent to the Company and 50% to Globe Med Tech. On November 3, 2005, the Company (f.k.a. Maxxon, Inc.,) and Globe Med Tech, Inc. (“Globe”) entered into a definitive joint venture agreement (the “Joint Venture Agreement”) to patent, develop, manufacture, market and distribute safety needle products throughout the world. The Company and Globe each owned 50% of the joint venture. The Company contributed its safety syringe technology and patent rights related thereto and Globe contributed its safety syringe IV catheter and patent rights related thereto. In connection with the Joint Venture Agreement, the Company issued restricted shares of its common stock, valued at $625,066, to Globe. Subsequent to December 31, 2006, the Company ended the Joint Venture Agreement and cancelled the restricted shares of common stock that were issued to Globe pursuant to the agreement. The above noted patent was issued on January 13, 2009.

On March 1, 2007, the Company filed a lawsuit in the District Court of Tulsa County, Oklahoma against Globe to rescind, terminate and seek monetary damages for the non-fulfillment and breach of the Joint Venture Agreement, and other related agreements, in addition to an accounting of expenditures of funds under the terms and provisions of the agreements. On October 29, 2008, the Company filed in the District Court of Harris County, Texas, a lawsuit for fraud and contempt of court for Globe and Andy Hu, individually. On October 21, 2011, the Company was granted its request for summary judgment against Globe and awarded $311,440 and the return of 266,666 shares of the Company’s common stock by a Federal District Court in Tulsa County, Oklahoma. In addition to the monetary award and the return of the Company’s common stock, Globe is also required to return all syringes, design files, and sample molds to the Company. Furthermore, the Court ordered that Globe assign to the Company all rights to the patent issued on January 13, 2009 for the RevVac™ Safety Syringe. Globe is prohibited from claiming any interest or ownership in the Company’s safety vacuum syringes going forward.

On April 30, 2013, the Company exercised its legal rights under a writ of execution in Harris County, Texas, pursuant to which the Company seized all valuable property from Globe Med Tech’s office including 266,666 restricted shares of common stock of Revolutions Medical, all design and patent files relating to its auto retractable vacuum safety syringe, furniture, computers, phones and other office equipment and information. Globe’s web hosting company has been notified and ordered under the judgment and writ of execution to shut down Globe’s website until all information and references of ownership, patents and awards regarding the RevVac™ Safety Syringe are removed from the website. The Company will continue to use all available legal means under the judgment until all monies are collected and the judgment is satisfied in full. On August 27, 2013, the Company cancelled the 266,666 shares.

MIG and SPD

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

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

On February 2, 2013, Richard H. Theriault, MIG, SPD, and other Theriault corporate entities, filed for bankruptcy in Massachusetts under Chapter 11. The South Carolina lawsuit has been temporarily stayed. On March 13, 2013, United States Federal District Court in Massachusetts granted an injunction against Richard H. Theriault and MIG, enjoining and restraining them from transferring or alienating any assets in their possession without approval from the Court. On May 6, 2013, that court upheld its ruling in favor of continuing the injunction. On September 17, 2013 the bankruptcy court allowed the Company to lift the stay to confirm the arbitration judgment in South Carolina.

On May 7, 2014, the United States Bankruptcy Court for the District of Massachusetts (Eastern Division) entered an Order confirming the First Amended Plan of Reorganization dated February 14, 2014 filed by Richard H. Theriault. The Company expects to receive a payment of approximately $125,000 under the plan. The Company and Mr. Theriault also entered into a Settlement Agreement dated January 29, 2014 (the “Settlement Agreement”) that was part of the Plan. Pursuant to the Settlement Agreement, Mr. Theriault and MIG agreed to pay an aggregate of $320,000 plus accrued interest to the Company in quarterly payments beginning on January 1, 2015. Interest on that amount accrues at 3% beginning as of the date of the Order. The first two payments will be $26,667, the third payment will be $40,000 and each of the final nine payments will be $25,185. In return, the Company agreed to dismiss its pending action in the United States District Court of South Carolina (the “S.C. Action”) against Mr. Theriault, his family members and certain of his companies within 15 days of the Order provided those defendants execute a release of all claims that they have asserted or could have asserted against the Company in the S.C. Action. The Settlement Agreement did not include the Company’s pending adversary proceeding in the Bankruptcy Court against SPD regarding a dispute involving patents for the RevVac™ pre-filled auto-retractable syringes or a release of SPD and Ira Rakatansky in United States District Court of South Carolina. The Company continues to preserve all of its legal rights against SPD. $122,700 cash collected from this settlement during the nine months ended September 30, 2014 was recorded in other income.

Thomas G. O’Brien

On October 1, 2012, the Company filed suit in South Carolina Federal District Court against its former President and Director, Thomas G. O'Brien (“O’Brien”), alleging that O'Brien, as a director and officer of the Company, committed fraud, disregarded his fiduciary duties, and breached other obligations owed to the Company and its shareholders, by facilitating and negotiating contracts on behalf of the Company while at the same time sharing confidential Company information with, and receiving bribes from, Richard H. Theriault, SPD, and Medical Investment Group, (MIG). The complaint seeks to recover actual and punitive damages as well as a return of all salary paid to O'Brien under his employment agreement and over 3 million restricted shares. On January 17, 2013, the South Carolina lawsuit was dismissed without prejudice, so the Company can pursue all of its claims against Thomas G. O'Brien in arbitration. No arbitration case is presently pending between the Company and O’Brien.

JMJ Financial, Inc.

A lawsuit was filed against the Company by JMJ Financial (“JMJ”) in Miami-Dade County, Florida on March 15, 2012. The lawsuit claims that the Company breached the terms of the convertible debt agreement by failing to issue shares requested in a stock conversion by JMJ on January 9, 2012 for 1,000,000 shares and on January 30, 2012 for 1,226,049 shares. JMJ is seeking the delivery of 2,226,049 shares of common stock of the Company, plus costs and prejudgment interest. On August 30, 2012, the Company filed its counterclaims against JMJ, which included fraud by concealment, among other claims. The Company alleges that Keener and JMJ had a responsibility and obligation under Florida law to disclose during the negotiations of the agreement the fact that Keener and JMJ had outstanding and current issues with these type of convertible notes with DTC which could do detrimental harm to liquidity and electronic transfer of the Company's stock if DTC eligibility was “chilled”. In the securities trading industry, the loss of eligibility for electronic trading, transfer, and delivery of common stock is known as a “chill”. This would severely hamper future capital raising and harm its current shareholders but would solely benefit Keener and JMJ under the default clauses in this agreement. On March 14, 2013 the Company did receive a letter from the DTC advising that a “chill” was placed on its stock. All of the JMJ share issuances were among the share issuances that the DTC identified to be reviewed. In July 2013, the Company won its motion to compel discovery from JMJ and Keener to provide all documents related to all financings with public companies that Keener and JMJ were involved, especially companies that DTC put a "chill" on their publicly traded stock and any regulatory actions or rulings against Keener and JMJ. On October 14, 2013, the DTC advised the Company that the “chill” had been lifted. If a positive settlement cannot be negotiated, the Company plans on bringing their counterclaims in a jury trial court proceeding.

SEC

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

The Company filed its answer on November 8, 2012 and its amended answer on January 21, 2013. The discovery is currently ongoing and no trial date has been set by the court. Because discovery is currently ongoing, the Company is not able to project the possible outcome.

On August 15, 2014, the Company filed with the Federal District Court in Northern District of Georgia for summary judgment for the dismissal of the SEC case pending against it. The Company filed its final brief in support of its summary judgment on October 15, 2014 and is awaiting the court’s decision.

TCA Global Credit Master Fund, L.P.

On April 26, 2013 (the “Effective Date”), the Company finalized a securities purchase agreement with TCA. Pursuant to the terms of the purchase agreement, TCA shall purchase from the Company up to $2 million of senior secured convertible redeemable debentures. The debentures shall be purchased in a series of closings and pursuant to the first such closing, as of the Effective Date, TCA purchased that certain senior convertible redeemable debenture in the amount of $250,000. The Company’s obligations to TCA under the debentures are secured by that certain security agreement granting TCA an unconditional and continuing first priority security interest in all of the Company’s assets and that certain stock pledge agreement granting TCA a continuing and first priority security interest in certain stock of the Company.

Under the purchase agreement, as consideration for advisory services provided by TCA to the Company prior to the Effective Date, the Company shall pay to TCA a fee by issuing to TCA that number of shares of the Company’s common stock that equal a dollar amount of $100,000 (the “Advisory Fee Shares”). It is the intention of the Company and TCA that the value of the Advisory Fee Shares shall equal $100,000. In the event the value of the Advisory Fee Shares issued to TCA does not equal $100,000 after the sale of all Advisory Fee Shares, the purchase agreement provides for an adjustment provision allowing for necessary action to adjust the number of shares issued. Additionally, TCA shall receive certain other fees pursuant to the purchase agreement.

Lease Agreement

On June 25, 2014, the Company entered into a lease agreement with NLP Park West, LLC. The lease commenced on July 1, 2014 and has a 5-year term. Pursuant to the agreement, the Company will pay a base rent of $40,640 per year and additional pass-through expense, such as common area maintenance, insurance and taxes. The additional expense is estimated to be $10,709 for the first year of rent. The base rent increases 3% annually.

Future minimum payments for the base rent under the lease agreement for each of the following periods are as follows:

For the year ending December 31,	Amount

2015	$	41,250
2016		42,486
2017		43,764
2018		45,078
2019		22,872
Total	$	195,450

Note 11 – Preferred Stock and Common Stock Transactions

Preferred Stock

Shares Outstanding: Currently, 1,000,000 shares of preferred stock (“Preferred Stock”) are outstanding. Rondald L. Wheet, the Company’s Chairman and Chief Executive Officer, owns 1,000,000 shares of Series 2006 Preferred Stock.

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

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

Conversion: The holders of Preferred Stock may convert each share into 1 share of common stock.

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

Voting Rights: The holders of Preferred Stock are entitled to 125 votes for each share of common stock into which their Preferred Stock is then convertible (currently 1 share), voting together with our common stock as a single class. Cumulative voting is not permitted. Upon conversion of a share of Preferred Stock, each share of common stock issued upon the conversion will be entitled to only one (1) vote per share.

Redemption: There are no redemption or sinking fund provisions applicable to the Preferred Stock.

2014 Common Stock Transactions

During the nine months ended September 30, 2014, the Company issued 1,000,000 shares of common stock, valued at $36,000 based on the market price on the grant date, for consulting and legal services and issued 1,288,250 shares of common stock, valued at $33,265 based on the market price on the issuance date, to settle accounts payable and accrued payroll. Also, during the nine months ended September 30, 2014, the Company issued 1,000,000 shares of common stock for proceeds of $20,000 in cash for the exercise of options issued to consultants. Additionally, during the nine months ended September 30, 2014, the Company issued 58,389,516 shares of common stock for the conversions of convertible notes and accrued interest totaling $401,970. The derivative fair value of $390,305 for the conversion feature of these notes was reclassified on the date of conversion to additional paid-in capital.

Note 12 – Stock Options and Warrants Outstanding

The Company’s 2007 Stock Option Plan, revised July 2011, permits the granting of stock options to its employees, directors, consultants and independent contractors for up to 20 million shares of its common stock. The Company believes that such awards encourage employees to remain employed by the Company and also to attract persons of exceptional ability to become employees of the Company. The plan allows the Company to issue either stock options or common shares.

From time to time, the Company enters into consulting agreements to perform marketing services for the Company as it begins to enter into the production stage for the RevVac™ Safety Syringe. Consultants are obligated under the contract to promote the product within various spheres of influence. These spheres of influence include, but are not limited to, medical product distributors, hospitals, doctors and government agencies.

Consultants are issued options at a discount to the market price at the date of issuance. The amount to be determined for the consulting expense is determined based upon the options issued using the Black-Scholes Model.

During the nine months ended September 30, 2014, under the terms of the Company’s 2007 Stock Option Plan, 12,500,000 options were issued for consulting services exercisable at $0.01 - $0.50 per share. The options have a term of 1 day to 1 year and vest upon issuance. The aggregate fair value of these options equal to $81,478 was calculated using the Black-Scholes Model with the following assumptions: (1) discount rate of 0.09% to 0.12% (2) expected life of 0.01 to 1.09 years (3) expected volatility of 199% to 285% and (4) zero expected dividends.

The following table summarizes the stock option activity:

	Number of Shares Under Option			Weighted-average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2013		5,500,000			0.12		0.36		-
Granted		12,500,000			0.01		1.09		-
Exercised		(1,000,000	)		0.02		-		-
Forfeited or expired		(500,000	)		0.50		-		-
Outstanding at September 30, 2014		16,500,000			0.03		0.71		-

At September 30, 2014, there were 6,249,008 warrants outstanding. 4,166,005 of these warrants are exercisable at $0.125 and 2,083,003 are exercisable at $0.25. The warrants exercisable at $0.125 were originally to expire on June 30, 2014, but were modified to expire on December 31, 2014. The warrants exercisable at $0.25 were originally to expire on September 30, 2014, but were modified to expire on December 31, 2014. The Company recorded modification expense of $11,716 for the nine months ended September 30, 2014.

The following table summarizes the warrant activity:

	Number of Shares Under Option		Weighted-average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2013		6,249,008		0.17		0.34		-
Granted		-		-		-
Exercised		-		-		-		-
Forfeited or expired		-		-		-		-
Outstanding at September 30, 2014		6,249,008		0.17		0.25		-

Note 13 – Related Party Transactions

On September 1, 2009, the Company entered into a 5-year lease agreement with Osprey South, LLC (“Osprey”), to lease its corporate office space at 670 Marina Drive, Suite 301, Building F, Charleston, South Carolina, 29492. Pursuant to the lease agreement, the Company was to pay Osprey $4,500 per month. On July 1, 2011, the Company amended the lease agreement to include the office space adjacent to the existing office space. Under the amended lease agreement, the lease term ends on June 30, 2016, and the Company is to pay Osprey $10,000 per month. Rondald L. Wheet, the Company’s Chairman and Chief Executive Officer, is the sole member of Osprey. Rent expense to Osprey was $60,000 and $90,000 for the nine months ended September 30, 2014 and 2013, respectively. Rent payable to Osprey was $64,000 and $112,962 as of September 30, 2014 and December 31, 2013, respectively. On July 1, 2014, the Company moved into a new location at 1124 Park West Drive, Mt. Pleasant, South Carolina and terminated the agreement with Osprey. The lease for the new location was with a third party. See Note 10.

The following table sets forth amounts owed by the Company to its executive officers listed therein for expenses paid by said officers on behalf of the Company as of September 30, 2014 and December 31, 2013.

	September 30, 2014		December 31, 2013
Stephen Wheet, Director of Sales	$	282	$	9,890
Ron Wheet, Chief Executive Officer		9,950		-
Vincent Olmo, Chief Operating Officer		2,000		942
	$	12,232	$	10,832

The Company also had a convertible note payable to Mr. Olmo with principal amount of $75,000 and accrued interest of $11,113 at September 30, 2014. The note accrues interest at 8%.

NOTE 14 – Subsequent Events

Subsequent to September 30, 2014, the Company issued 46,246,427 common shares for conversion of notes payable and accrued interest in the amount of $61,487.

On October 14, 2014, the Company issued a convertible promissory note to KBM Worldwide for proceeds of $64,000 and accrues interest at the rate of 8% per annum. The note is convertible to the Company's common stock at a conversion price equal to the greater of (1) 53% multiplied by the average of the lowest three trading prices for the Company's common stock during the 10 trading day period ending on the latest completed trading day prior to the conversion date (2) a fixed conversion price of $0.00005 per share.

On October 23, 2014, the Company issued a convertible promissory note to Carebourn Capital, L.P. for proceeds of $52,500 and accrues interest at the rate of 12% per annum. The note is convertible to the Company's common stock at a conversion price equal to the greater of (1) 55% multiplied by the average of the lowest three trading prices for the Company's common stock during the 10 trading day period ending on the latest completed trading day prior to the conversion date (2) a fixed conversion price of $0.00009 per share.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Quarterly Report on Form 10-Q (this “Report”) and other reports filed by Revolutions Medical Corporation (“we,” “us,” “our,” the “Company,” or “Revolutions Medical”) from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates.

Plan of Operations

The Company has begun sales of its 3ml RevVac™ safety syringe through introducing and signing distributors, advertisements through its online sales program, attendance at numerous industry trade shows and direct marketing campaigns. The Company expects to be in full scale production in second quarter of 2015 for its, 5ml and 10ml RevVac™ safety syringes and third quarter for its 1ml size. When all sizes of the RevVac™ safety syringe are in production, the Company believes that it can ship a total of 50 million RevVac™ safety syringes for the following twelve month period.

This RevVac™ safety syringe uses vacuum technology to retract the needle into the plunger after use. The syringe cannot be reused once the vacuum is activated. Revolutions Medical believes its safety syringe has many advantages over its competition including price, ease of use and safety. It should virtually eliminate accidental needle stick injuries and also aid in reducing the spread of contagious diseases. The Company also believes that with the help of government regulatory initiatives and individual state law reforms that the safety syringe market will grow in the foreseeable future domestically and internationally.

The Company has developed a new vacuum auto retraction design which it believes will address the growing prefilled safety syringe market. This new design is proprietary and the Company has filed for patent protection. The Company expects to begin prototypes of the new prefilled syringe next year and have samples in end of 2015.

The Company is working on developing, enhancing and securing its proprietary MRI software tools for commercial launch. The Company believes that once clinical application validations using its MRI software suite of products including RevColor™, RevDisplay™ and Rev3D™ directed at concussions, stroke, Alzheimer’s and breast disease are achieved, such products could eventually aid in the enhanced diagnosis, detection, and monitoring of such diseases and afflictions.

Results of Operations

For the three months ended September 30, 2014 compared to the three months ended September 30, 2013

Revenues

During the three months ended September 30, 2014, the Company had $53,799 in revenues as it began selling the RevVac™ safety syringe to its domestic and international distributors. The Company had $2,363 in revenue for the third quarter of 2013.

Loss on firm purchase commitment

For the three months ended September 30, 2014, the Company incurred $481,301 in loss on firm purchase commitment. For the same period in 2013, the Company incurred $493,328 in loss on firm purchase commitment. The loss was related to a 5-year agreement with Wuxi Yushou Medical Appliance Co., Ltd (“Yeso-med”) entered on December 1, 2011 which provides that commencing from the date that Yeso-med demonstrates to the Company’s satisfaction that it has the capacity to commence regular production of the syringes in the 3ml size in the minimum amount of at least 2,500,000 units per month, the Company will place orders of at least 2,500,000 units per month for the term of this agreement. In July 2012, Yeso-med met the capacity requirement. However, the Company has not placed any orders after July 2012.

General and Administrative Expenses

During the three months ended September 30, 2014, the Company incurred $281,710 in general and administrative expenses, compared to $480,460 for the same period in 2013. Salaries and wages for officers and directors for the three months ended September 30, 2014, totaled $82,719, compared to $138,449 for the same period in 2013.

Further contributing to the decrease in general and administrative expenses was a decrease of approximately $31,577 in consulting agreement fees for the three months ended September 30, 2014 as compared to the same three month period in 2013. The decrease in consulting fees was partly due to the decrease in expenses for individual consulting agreements for business development.

Interest expense

Interest expenses decreased to $156,565 for the three months ended September 30, 2014, compared to $207,414 for the same period in 2013. This decrease is due primarily to the conversion of notes and interest of convertible debt.

Gain on change in fair value of derivative liabilities

The Company had a gain of $46,445 on the change in fair value of derivative liabilities for the three months ended September 30, 2014, compared to a $283,382 for the same prior year period. The change primarily resulted from the fluctuation of the Company’s stock price which impacted the value of the derivative liability.

Net Loss

Net loss for the three months ended September 30, 2014 was $895,028 compared to $925,666 for the same period in 2013 mainly due to the decrease of consulting fees and general office expenses in the three months ended September 30, 2014 compared to the same period in 2013.

For the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013

Revenues

During the nine months ended September 30, 2014, the Company had $58,847 in revenues as it began selling the RevVac™ safety syringe to its domestic and international distributors. The Company had $5,454 in revenue for the same nine month period in 2013.

Loss on firm purchase commitment

For the nine months ended September 30, 2014, the Company incurred $1,422,195 in loss on firm purchase commitment. For the same period in 2013, the Company incurred $1,469,357 in loss on firm purchase commitment. The loss was related to a 5-year agreement with Wuxi Yushou Medical Appliance Co., Ltd (“Yeso-med”) entered on December 1, 2011 which provides that commencing from the date that Yeso-med demonstrates to the Company’s satisfaction that it has the capacity to commence regular production of the syringes in the 3ml size in the minimum amount of at least 2,500,000 units per month, the Company will place orders of at least 2,500,000 units per month for the term of this agreement. In July 2012, Yeso-med met the capacity requirement. However, the Company has not placed any orders after July 2012.

General and Administrative Expenses

During the nine months ended September 30, 2014, the Company incurred $1,024,600 in general and administrative expenses, compared to $2,144,070 for the same period in 2013. Salaries and wages for officers and directors for the nine months ended September 30, 2014, totaled $350,022, compared to $506,085 for the same period in 2013.

Further contributing to the decrease in general and administrative expenses was a decrease of approximately $507,986 in consulting and legal fees for the nine months ended September 30, 2014 as compared to the same nine-month period in 2013. The decrease in consulting fees was partly due to the decrease in expenses for individual consulting agreements for business development.

Interest expense

Interest expenses increased to $676,537 for the nine months ended September 30, 2014, compared to $474,098 for the same period in 2013. This increase is due primarily to additional notes issued and interest incurred on the issuance of convertible debt for the excess of the value of derivative-note conversion feature on the issuance date over the principal of the notes.

Gain on change in fair value of derivative liabilities

The Company had a gain of $263,050 on the change in fair value of derivative liabilities for the nine months ended September 30, 2014, compared to a $153,484 for the same prior year period. The change primarily resulted from the fluctuation of the Company’s stock price which impacted the value of the derivative liability.

Net Loss

Net loss for the nine months ended September 30, 2014 was $2,798,483 compared to $4,048,052 for the same period in 2013 mainly due to the decrease of consulting and legal fees and employee stock compensation expenses in the nine months ended September 30, 2014 compared to the same period in 2013.

Liquidity and Capital Resources

As of September 30, 2014, the Company did not have and currently does not have sufficient cash on hand to pay present obligations as they become due. In addition, due to current economic conditions and the Company’s related risks and uncertainties, there is no assurance that we will be able to raise additional capital on acceptable terms, if at all, to meet our current obligations over the next 12 months. Because of the foregoing, there is substantial doubt about our ability to continue as a going concern.

Net cash used in operating activities for the nine months ended September 30, 2014 and 2013, was $244,085 and $495,842, respectively. The net loss for the nine months ended September 30, 2014 and 2013, was $2,798,483 and $4,048,052, respectively. This decrease is primarily attributable to the decreased expense related to legal expenses, consulting fees, and other compensation expenses.

Net cash used in investing activities for the nine months ended September 30, 2014 and 2013 was $7,637 and $21,810, respectively. The cash used for investing activities in the first nine months of 2014 and 2013 is a result of legal expenses related to patent fees and annuities for the RevVac™ safety syringe.

Net cash obtained through financing activities for the nine months ended September 30, 2014 and 2013 was $267,400 and $520,970, respectively. We issued stock options and/or common stock when it was acceptable to third parties for services rendered in assisting us in the product distribution and marketing process. Proceeds from the issuance of common stock through cash-exercise of stock warrants were $20,000 for the nine months ended September 30, 2014 as compared to $100,000 for the nine months ended September 30, 2013. This decrease is due primarily to a decrease in consulting agreements and the options exercised under the terms of these agreements. Proceeds from issuance of notes for cash were $247,400 for the nine months ended September 30, 2014 as compared to $472,500 for the nine months ended September 30, 2013.

The following table summarizes total current assets, liabilities and working capital at September 30, 2014, compared to December 31, 2013.

	September 30, 2014			December 31, 2013			Increase/ (Decrease)
Current Assets	$	268,218		$	282,428		$	(14,210	)
Current Liabilities	$	9,657,593		$	7,924,434		$	1,733,159
Working Capital Deficit	$	(9,389,375	)	$	(7,642,006	)	$	1,747,369

As of September 30, 2014, we had a working capital deficit of $9,389,375, as compared to a working capital deficit of $7,642,006 as of December 31, 2013, an increase of $1,746,369. Factors contributing to the increase in current liabilities include an increase in accounts payable due to the take or pay costs according to the terms of the manufacturing agreement signed with Yeso-med in December 2011, increase in accrued salary to officers for compensation, and increase in estimated payroll liabilities.

Our estimated working capital requirement for the next 12 months is $2.7 million with an estimated burn rate of $225,000 per month.

On September 15, 2015, the Company entered into an New Investment Agreement with KVM Capital Partners who commits to purchase up to $1.5 million of the Company’s Common Stock over a period of 36 months once the Company’s registration statement on Form S-1 registering such shares is declared effective by the SEC. The Company has yet to filed a registration statement as of the date of this Report. The Company continues to search for additional financing to generate the liquidity necessary to continue operations and sales growth until a time when revenue generated from sales of current products can fund operations.

Due to current economic conditions and the Company’s risks and uncertainties, there is no assurance that we will be able to raise any additional capital on acceptable terms, if at all. The Company does not currently generate significant cash from operations but does have access to a credit facility as noted above to finance additional domestic sales if an S-1 registration statement filed by Company is declared effective; however, the Company does expect an increase in product sales in the third and fourth quarter of 2014. Over the next 12 months, in order to implement our business plan and meet our liquidity needs going forward, the Company may sell shares of its common stock, issue additional convertible debt notes or permit warrant exercises. We presently have 250,000,000 shares of common stock authorized, of which 214,963,227 shares were issued and outstanding as of November 14, 2014. If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. If adequate funds are not available to us on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy. As such, there is substantial doubt about our ability to continue as a going concern if sales of the RevVac™ safety syringe do not increase significantly to pay current obligations.

Expected Significant Changes in the Number of Employees

The Company expects to hire between 3 to 7 additional office personnel to assist with operations as sales continue with the 3ml RevVac™ safety syringe.

Off-Balance Sheet Arrangements

As of September 30, 2014, the Company had no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s principal executive officer (“PEO”) and principal financial officer (“PFO”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, the PEO and PFO concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the PEO and PFO, as appropriate, to allow timely decisions regarding required disclosure. The ineffective determination was mainly due to the material weakness identified in in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on April 14, 2014.

(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Unless discussed below, other than the matters previously outlined and those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the SEC on April 14, 2014, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect, and there have been no material developments (other than noted above) with respect to any such legal proceedings since the end of the third quarter of 2014.

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on April 14, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Other than those securities issued and listed below, or otherwise reported in a current report on Form 8-K, the Company did not issue any securities during the nine months ended September 30, 2014.

During the nine months ended September 30, 2014, the Company issued 2,288,250 shares of common stock with a total value of $69,265 for consulting and legal services.

Also, during the nine months ended September 30, 2014, the Company received $20,000 cash for the exercise of warrants for 1,000,000 shares of common stock.

Also, during the nine months ended September 30, 2014, the Company issued 58,389,516 shares of common stock for the conversions of convertible notes and accrued interest totaling $401,970.

All sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, we believe that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

Item 6. Exhibits.

Exhibit No.		Description

31.1		Certification by the Principal Executive Officer and Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
32.1		Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

●

The certification attached as Exhibit 32.1 accompanying this Quarterly Report on Form 10-Q is being furnished and is not deemed filed with the Securities and Exchange Commission.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	REVOLUTIONS MEDICAL CORPORATION

Date: November 14, 2014		By: /s/ Rondald Wheet
		Name: Rondald Wheet
		Title: Chief Executive Officer (Duly Authorized, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Rondald L. Wheet, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Revolutions Medical Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2014			By:	/s/ Rondald L. Wheet
				Rondald L. Wheet
				Principal Executive Officer and Principal Financial Officer Revolutions Medical Corporation

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Revolutions Medical Corporation (the “Company”), on Form 10-Q for the quarter ended September 30, 2014 (the “Report", as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Rondald L. Wheet, Principal Executive Officer and Principal Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

Such Quarterly Report on Form 10-10-Q for the quarter ended September 30, 2014, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in such Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2014

By:

/s/ Rondald L. Wheet

Rondald L. Wheet

Principal Executive Officer and Principal Financial Officer

Revolutions Medical Corporation

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