Revolutions Medical CORP - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Revolutions Medical CORP	Financial_Report.xls
EX-31.1 - EXHIBIT 31.1 - Revolutions Medical CORP	v240138_ex31-1.htm
EX-31.2 - EXHIBIT 31.2 - Revolutions Medical CORP	v240138_ex31-2.htm
EX-32.2 - EXHIBIT 32.2 - Revolutions Medical CORP	v240138_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - Revolutions Medical CORP	v240138_ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended: September 30, 2011

¨ 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 of		(IRS Employer I.D. No.)
incorporation)

670 Marina Drive, 3rd Floor

Charleston, SC 29492

(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 x 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 o No x

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	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

As of November 18, 2011, there were 52,292,644 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	23

Item 4.	Controls and Procedures.	23

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	24

Item 1A.	Risk Factors.	24

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.	24

Item 3	Defaults Upon Senior Securities.	24

Item 4.	(Removed and Reserved).	24

Item 5.	Other Information.	25

Item 6.	Exhibits.	25

Signatures		26

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

REVOLUTIONS MEDICAL CORPORATION

(A Development Stage Company)

BALANCE SHEET

AS OF SEPTEMBER 30, 2011 AND DECEMBER 31, 2010

(Unaudited)

	September 30,			December 31,
	2011			2010
	(unaudited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	2,805		$	69,517
Due from shareholder		27,500			25,000
Prepaid expenses		191,860			278,757
Total current assets		222,165			373,274

Property and equipment, net		965,322			812,478
Goodwill		23,276			23,276
Licensing Agreement		15,000			-
Patent Development		29,000			25,000

TOTAL ASSETS	$	1,254,763		$	1,234,028

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	300,117		$	384,983
Credit cards		25,716			14,168
Accrued salaries		120,000			246,225
Accrued interest payable		44,657			1,322
Convertible promissory notes, net of discounts of $338,447 and 91,818, respectively		94,224			33,182
Embedded conversion option liabilities		527,538			160,659
Note Payable Gifford Mabie		803,280			740,569
Total current liabilities		1,915,532			1,581,108

Total liabilities		1,915,532			1,581,108

STOCKHOLDERS' DEFICIT:
Preferred stock, $0.001 par value, 5,000,000 shares authorized; 1,000,000 shares issued and outstanding		1,000			1,500
Common stock, $0.001 par value, 250,000,000 shares authorized; 51,336,994 and 42,869,909 shares issued and outstanding at 9/30/11 and 12/31/10, respectively		51,337			42,870
Treasury Stock		-			(969	)
Additional paid-in capital		27,680,935			25,061,270

Accumulated deficit		(28,394,040	)		(25,451,751	)
Total stockholders' deficit		(660,768	)		(347,080	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,254,763		$	1,234,028

The accompanying notes are an integral part of these consolidated financial statements.

REVOLUTIONS MEDICAL CORPORATION

(A Development Stage Company)

STATEMENTS OF OPERATIONS

FROM INCEPTION (AUGUST 16, 1996) THROUGH SEPTEMBER 30, 2011

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

(UNAUDITED)

	Three months ended						Nine months ended						August 16, 1996

	September 30,						September 30,						(Inception) through
													September 30,
	2011			2010			2011			2010			2011

OPERATING EXPENSES
General and administrative expenses	$	564,910		$	528,814		$	2,260,713		$	730,199		$	21,704,929
Depreciation		1,625			1,534			4,778			4,514			55,996
Research and development		-			-			111,832			-			6,264,753

Total Operating Expenses		566,535			530,348			2,377,323			734,713			28,025,678

LOSS FROM OPERATIONS		(566,535	)		(530,348	)		(2,377,323	)		(734,713	)		(28,025,678	)

OTHER INCOME (EXPENSES)
Interest income		-			-			10			-			17,286
Interest expense		(130,295	)		(65,712	)		(321,123	)		(121,900	)		(606,235	)
Gain on disposal of assets		-			-			-			-			794
Loss on extinguishment of debt		-			-			-			-			(152,914	)
Adjustments to fair value of derivatives		1,439			(10,942	)		(79,092	)		10,239			(16,042	)
Other income (expenses)		-			-			-			-			205,327
Total Other Income (Expenses), net		(128,856	)		(76,654	)		(400,205	)		(111,661	)		(551,784	)

LOSS BEFORE MINORITY INTEREST		(695,391	)		(607,002	)		(2,777,528	)		(846,374	)		(28,577,462	)
Minority interest in Subsidiary Loss		-			-			-			-			(183,422	)
NET LOSS		(695,391	)		(607,002	)		(2,777,528	)		(846,374	)		(28,394,040	)
Net loss per shares-basic and diluted		(0.01	)		(0.02	)		(0.06	)		(0.02	)		(0.75	)
Weighted average number of shares
outstanding during the period
- basic and diluted		47,739,213			36,024,559			47,739,213			36,024,559			37,646,529

The accompanying notes are an integral part of these consolidated financial statements.

REVOLUTIONS MEDICAL CORPORATION

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

FROM INCEPTION (AUGUST 16, 1996) THROUGH SEPTEMBER 30, 2011 AND

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

	From Inception (August 16, 1996) Through September 30, 2011			Nine Months Ended September 30
				2011			2010
OPERATING ACTIVITIES
Loss from operations before minority interest	$	(28,394,040	)	$	(2,777,528	)	$	(846,374	)
Plus non-cash charges to earnings
Stock compensation expense		2,018,280			—			—
Depreciation and amortization		87,745			4,778			4,515
Purchase R&D - Clear Image		3,309,514			—			—
Common stock issued for services		5,598,222			355,850			—
Preferred stock issued for services		270,000			—			—
Expenses paid by third parties		57,134			—			—
Contribution of services by officer and employees		799,154			—			—
Services by officer and employees paid for with non-cash consideration		167,500			—			—
Compensation cost for option price reduction		50,000			—			—
Amortization of compensation cost for options granted to non-employees and common stock issued for services		1,775,577			—			—
Allowance for doubtful accounts		50,900			—			—
Gain on extinguishment of debt		(10,398	)		—			—
Write-off of Notes Receivable		14,636			---			—
Write-off of Notes Payable		(8,239	)		—			—
Write-off of organizational costs		3,196			—			—
Write-off of zero value investments		785,418			—			—
Write-off of leasehold improvements and computer equipment		2,006			—			—
Compensation costs for stock options and warrants granted to non-employees		1,205,015			—			—
Change in working capital accounts:
(Increase) decrease in receivables from related parties		(94,105	)		—			—
Increase in other assets		91,291			86,896			1,800
(Increase) decrease in goodwill		(23,276	)		—			—
(Increase) decrease in other receivables		(457,266	)		—			—
Increase (decrease) in accrued salaries and consulting		(21,172	)					(70,542	)
Increase (decrease) in accrued interest		185,834			43,334			7,166
Increase (decrease) in accounts payable and accrued liabilities		2,276,337			(139,332	)		—
Total operating activities		(10,534,513	)		(2,426,002	)		(903,435	)
INVESTING ACTIVITIES
Purchase of equipment and furnishings		(1,046,723	)		(157,621	)		(230,376	)
Investment in patent development		(54,000	)		(19,000	)		—
Investment in Ives Health Company		(251,997	)		—			—
Investment in The Health Club		(10,000	)		—			—
Total investing activities		(1,362,720	)		(176,621	)		(230,376	)
FINANCING ACTIVITIES
Loans from shareholders		15,707			—			—
Repayment of loans from shareholders		(8,005	)		—			—
Repayments of Promissory Notes		57,325			—			—
Common stock subscribed		546,500						—
Sale of preferred stock for cash:		(1,000	)		—			—
Sale of common stock for cash:
To third-party investors (prior to merger)		574,477			—
To third-party investors		5,743,214			202,571			492,172
From exercise of stock options and warrants		3,783,988			1,465,820			358,386
Common stock issued for payment of debt		805,764			427,921
Less: Issue Costs		(102,318	)		—			—
Derivative Liability								164,761
Debt Discount								-60,267
Convertible debentures issued for cash		782,921			439,598			169,500
Payment of exclusive license note payable		(100,000	)		—			—
Treasury stock		(969	)
Total financing activities		12,097,604			2,535,910			1,124,552
Minority interest		(197,567	)		—
Change in cash		2,804			(66,713	)		(9,259	)
Cash at beginning of period		—			69,517			67,228
Cash at end of period	$	2,804		$	2,804		$	57,969

The accompanying notes are an integral part of these consolidated financial statements.

REVOLUTIONS MEDICAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2011

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

Revolutions Medical Corporation, a Nevada corporation (“the Company”), has been endeavoring 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, 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 MRI software tools; RevColor, Rev3D, RevDisplay, and RevScan. These tools are designed to enhance general diagnostic confidence through education and research use and in the future we believe will have specific commercial applications.

Development Stage Company

From its inception in 1996, the Company has been considered a development stage enterprise for financial reporting purposes as significant efforts have been devoted to raising capital and to research and development of various safety syringes and its proprietary MRI software tools.

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.

Generally Accepted Accounting Principles

On July 1, 2009, the Financial Accounting Standards Board (“FASB”) released its Accounting Standards Codification (“ASC”). The ASC became effective for interim or annual financial statements issued after September 15, 2009. The ASC is the single source of generally accepted accounting principles.

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, “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.

Segment Information

The Company follows the guidance in ASC 280, “Segment Reporting”. The Company identifies its operating segments based on business activities, management responsibility and geographical location. During the period covered by these financial statements, the Company operated in a single business segment engaged in developing selected healthcare products.

Earnings (Loss) per Share

The Company computes net income per share in accordance with ASC 260, “Earnings per Share”. Under these provisions, basic net income (loss) per share is calculated by dividing net income (loss) available to common stockholders for the period by the weighted average shares of common stock of the Company outstanding during the period. Diluted net income per 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 share of common stock assumes the dilutive effect of stock options and warrants outstanding. During a loss period, the assumed exercise of outstanding stock options and warrants has an anti-dilutive effect. Therefore, the outstanding stock options were not included in the September 30, 2011, and December 31, 2010, calculations of loss per share.

REVOLUTIONS MEDICAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2011

Use of Estimates

The preparation of financial statements in conformity with generally accepted principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

Reclassifications

Certain reclassifications may have been made to the prior year financial statements to conform to the current period presentation.

Valuation of Derivative Instruments

ASC 815-40 (formerly SFAS No. 133 “Accounting for derivative instruments and hedging activities”), requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with ASC 815-40-15 (formerly EITF 00-19 “Accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock”) to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. At September 30, 2011, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its statement of operations.

Fair Value Measurements

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, as defined by ASC 820-10, are 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, 2011, for assets and liabilities measured at fair value on a recurring basis:

	Level 1		Level 2		Level 3			Total
Cash and cash equivalents	$	2,804	$	—	$	—		$	2,804

Derivative liability	$	—	$	—	$	(527,537	)	$	(527,537	)

Derivative liability was valued under the Black-Scholes model with the following assumptions:

Risk free interest rate	0.10% to 0.19 %
Expected life	0 to 3 years
Dividend Yield		0%
Volatility	0% to 186 %

REVOLUTIONS MEDICAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2011

The following is a reconciliation of the derivative liability:

Value at December 31, 2010	$	160,659
Issuance of instruments	$	730,399
Decrease in Value	$	(70,034	)
Reclassification	$	(293,486	)
Value at September 30, 2011	$	527,538

Notes and Loans Payable

At September 30, 2011 and December 31, 2010, notes and loans payable consisted of:

	September 30, 2011			December 31, 2010
Convertible Promissory Note Payable to JMJ Financial, secured by the Company’s assets, one time interest charge of 8%, due February 22, 2014	$	272,671		$	—
Convertible Promissory Note Payable to Asher Enterprises secured by the Company’s assets, interest rate of 8.0% per annum, with payment due on or before July 21, 2011		—			125,000
Convertible Promissory Note Payable to Asher Enterprises secured by the Company’s assets, interest rate of 8.0% per annum, with payment due on or before February 29, 2012		75,000			—
Convertible Promissory Note Payable to Asher Enterprises secured by the Company’s assets, interest rate of 8.0% per annum, with payment due on or before March 29, 2012		40,000			—
Convertible Promissory Note Payable to Asher Enterprises secured by the Company’s assets, interest rate of 8.0% per annum, with payment due on or before June 1, 2012		45,000			—

Total		432,671			125,000
Less: Unamortized Discount		(338,447	)		(91,818	)
	$	94,224		$	33,182

Commitments and Contingencies

JMJ Financial

On February 22, 2011, the Company issued a $1,050,000 Convertible Promissory Note to JMJ Financial, Inc. (“JMJ”), a private investor. The note bears interest in the form of a onetime interest charge of 8%, payable with the note’s principle amount on the maturity date, February 22, 2014. All or a portion of this note’s principle and interest is convertible at the option of JMJ from time to time, into shares of the Company’s common stock, originally fixed at a per share conversion price equal to 70% of the average of the 3 lowest closing prices for the Company’s common stock in the 20 trading days previous to the effective date of each such conversion.

On February 28, 2011, the Company issued a $500,000 Convertible Promissory Note to JMJ. The note bears interest in the form of a onetime interest charge of 8%, payable with the note’s principle amount on the maturity date, February 28, 2014. All or a portion of this note’s principle and interest is convertible at the option of JMJ from time to time, into shares of the Company’s common stock, originally fixed at a per share conversion price equal to 70% of the average of the 3 lowest closing prices for the Company’s common stock in the 20 trading days previous to the effective date of each such conversion. The principal amount owed to JMJ at September 30, 2011, is $272,671 from the $1,050,000 Convertible Promissory Note. No amount is owed to JMJ from the $500,000 Convertible Promissory Note.

REVOLUTIONS MEDICAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2011

Asher Enterprises, Inc.

During the three months ended September 30, 2011, Asher Enterprises, Inc. (“Asher”) elected to convert $160,000 in convertible debt agreements into common stock. The conversion price was based upon 55% of the 3 lowest closing bid prices in the previous 10 days to conversion.

The Company entered into two securities purchase agreements in the third quarter of 2011 with Asher, pursuant to which the Company issued two convertible promissory notes to Asher for an original principal amount of $40,000 on July 26, 2011 and $45,000 on September 1, 2011, respectively, in return for aggregate gross cash proceeds of $85,000. The notes bear interest at a rate of 8% per annum and provide for the payment of all principal and interest 9 months from the date of the notes’ respective issuance. The principal amount owed to Asher at September 30, 2011, is $160,000. This includes the two notes issued for $40,000 and $45,000 in the third quarter of 2011 and the note from May 23, 2011 for $75, 000. The notes are convertible at the election of Asher into that number of shares of the Company’s common stock determined by multiplying 55% by the average of the lowest three closing bid prices of the Company’s common stock on the OTC Markets OTCQB during the 10 business days immediately preceding the date of conversion, subject to adjustment.

On September 6, 2011, the Company terminated that certain Manufacturing Agreement, dated September 17, 2010, by and between Medical Investment Group Inc. (“MIG”) and the Company (the “MIG Agreement”). Pursuant to the MIG Agreement, 1,500,000 warrants were issued to Rich Theriault with exercise prices ranging from $0.75-$5.00 and expiration dates ranging from December 31, 2011 to December 31, 2012. In connection with the termination of the MIG Agreement, the warrants are now in dispute.

On September 21, 2011, our former President, Thomas O’Brien, voluntarily returned and cancelled (i) 3,500,000 options exercisable at $0.55 and (ii) 500,000 shares of Series 2009 Preferred Stock. These options and shares have since become in dispute.

Debt Discount

In connection with the $160,000 outstanding from Asher pursuant to short-term notes issued on October 19, 2010, January 26, 2011, May 23, 2011, July 26, 2011 and September 1, 2011, we recorded interest expense to amortize the debt discount in the amount of $53,855 during the quarter ended September 30, 2011.

In connection with the sale of a Convertible Promissory Note Agreement on February 28, 2011, with JMJ, relating to a private placement of a total of up to $500,000 in principal amount, we recorded interest expense to amortize the debt discount in the amount of $93,952 during the quarter ended September 30, 2011. This amount is based upon $355,000 we received in three tranches from this agreement.

There remains a total of $338,447 of debt discount yet to be amortized as of September 30, 2011.

Gifford Mabie Settlement

On April 8, 2008, the Company entered into a Memorandum of Understanding with its former Chief Executive Officer to settle an outstanding obligation through the issuance of its common stock on a quarterly basis commencing May 8, 2008, for one year. The value of the issuance of the common stock will be determined by the market value of the ten day average price at the time of each quarterly issuance of common stock. During 2008, the Company issued 271,491 shares at a total value of $133,030 to partially repay this debt.

In 2010, the Company determined the final liability balance upon the complete liquidation of Mr. Mabie’s account and issued 400,000 shares of the Company’s common stock as additional repayment for this debt. The balance for this settlement debt as ofSeptember 30, 2011 is $798,144.

The agreement reached with the SEC on behalf of Gifford Mabie specifies that the Company is to periodically issue shares to the special account for Gifford Mabie in order that 2,500 shares can be sold each day the market is open until the liability is satisfied. When the 400,000 shares were placed in the special account on December 14, 2010, to be sold over the course of the next 160 days the market was open, an estimated value for these shares was determined based upon the 10 day average share price following the date of issuance. As of December 31, 2010, the remaining debt to be paid was $740,568.80 based upon this valuation. As of September 30, 2011, an adjustment has been made based upon a revised valuation of the shares in the account. The debt liability as of September 30, 2011, is $803,280.

REVOLUTIONS MEDICAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2011

Share Based Compensation

The Company relies on the guidance provided by ASC 718, (“Share Based Payments”). ASC 718 requires companies to expense the value of employee stock options and similar awards and applies to all outstanding and vested stock-based awards.

In computing the impact, the fair value of each option is estimated on the date of grant based on the Black-Scholes options-pricing model utilizing certain assumptions for a risk free interest rate; volatility, and expected remaining lives of the awards. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future.

The fair value concepts were not changed significantly in ASC 718; however, in adopting this Standard, companies were given the option to choose among alternative valuation models and amortization assumptions. We elected to continue to use the Black-Scholes option pricing model and expense the options as compensation over the requisite service period of the grant. We will reconsider use of the Black-Scholes model if additional information becomes available in the future that indicates another model would be more appropriate, or if grants issued in future periods have characteristics that cannot be reasonably estimated using this model.

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.

On April 1, 2011, the Company awarded a total of 500,000 options to purchase common shares at $0.50 cents to Vincent Olmo, the newly hired Chief Operating Officer of the Company.

On April 27, 2011, Thomas O’Brien, our former President, exercised 2,000,000 options awarded to him at $0.08. The Company provided $160,000 for Mr. O’Brien to exercise these options. Of this $160,000 provided by the Company, $126,225 eliminated the accrued salary owed to Mr. O’Brien from his time with Clear Image. The remaining $33,775 was treated as compensation.

On June 15, 2011, the Company awarded a total of 500,000 options to purchase common shares at $0.50 cents to Burton Hodges, the newly hired Chief Financial Officer of the Company.

On September 21, 2011, our former President, Thomas O’Brien, voluntarily returned and cancelled 3,500,000 options exercisable at $0.55 cents to the Companys' treasury upon his resignation.

Consulting Agreements

Periodically, the Company issues consulting agreements to individuals who are obligated under the terms of the agreement, to market the Rev Vac safety syringe 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 vetted to the best of the Company’s abilities through due diligence reviews before the Company enters into any agreements. The purpose of these reviews is to determine a consultant’s ability to market the product for the Company.

The fair value of all stock compensation issued is determined by calculating the difference between the option exercise price and the closing price at the day of the option grant. Because the options were issued under a limited window for exercise (10 days), with very little expected volatility, no dividend yield and a negligible effect from interest, the value of the option based compensation was recorded as the difference between option exercise price and the closing share price upon the date of the grant. A valuation of these options was performed using the Black-Scholes model and due to the limited exercise window, the value under this method is the same as the difference between option exercise price and the closing price at the day of the option grant.

REVOLUTIONS MEDICAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2011

Long-Lived Assets

Property, plant 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.

Intangible assets include patents and trademarks, which are valued at acquisition through independent appraisals. Debt issuance costs are amortized over the terms of the various agreements. Patents and trademarks are amortized on a straight-line basis over periods varying from 7 to 40 years.

In 2007, the Company acquired a 62.2% interest in Clear Image, Inc. (“Clear Image”). Clear Image was a privately held company and was conducting research and development on Color MRI Technology. Clear Image was not able to secure the funding needed to keep this research and development going into the future. Clear Image had expensed the research and development costs in accordance with accounting standards in effect at the time. The Company believed it to be advantageous to acquire a controlling interest in Clear Image and keep the technology in development rather than starting all over again. The Company exchanged 8.2 million of its common shares which were trading at a market price of $0.40 at the date of acquisition. To arrive at a value for the Color MRI Technology, the Company and Clear Image determined the amount of funding provided for the research and development of this technology by looking at the amount expended from 1999 until the acquisition date. The value of the Company’s stock exchanged for the controlling interest exceeded those expensed amounts by approximately $23,000, which was recorded as goodwill because there were no other assets to value.

Subsequent Events

On October 5, 2011, the Company issued 300,000 shares of common stock as a result of the conversion of $46,200 of notes payable.

On October 6, 2011, the Company issued 300,000 shares of common stock in settlement of accounts payable in the amoutn of $78,000.

On November 1, 2011, the Company issued 50,000 shares of common stock from the exercise of options in the amount of $1,250.

Critical Accounting Policies

In June 2009, FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the SEC, have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become non-authoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts our financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of our financial statements or disclosures during the quarter ended September 30, 2011, as a result of implementing the Codification.

Date of Management’s Review

Subsequent events have been evaluated through November 14, 2011, the date the financial statements were available to be issued.

REVOLUTIONS MEDICAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2011

NOTE 2 - UNCERTAINTIES

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has just entered the production stage and has not established sources of revenues to fund the development of business and pay operating expenses, resulting in a cumulative net loss of $(28,394,040) for the period from inception (August 16, 1996) to September 30, 2010. The ability of the Company to continue as a going concern during the next year depends on the successful completion of the Company’s capital raising efforts to fund the development of its retractable safety syringe. 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 - MAXXON/GLOBE JOINT VENTURE AGREEMENT

On November 3, 2005, the Maxxon, Inc. (“Maxxon,” the former name of the Company) and Globe Med Tech, Inc. (“Globe”) entered into a definitive joint venture agreement to patent, develop, manufacture, market and distribute safety needle products throughout the world. Maxxon and Globe each own 50% of the joint venture. Maxxon 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 agreement, Maxxon issued restricted shares of its common stock, valued at $625,066, to Globe. Subsequent to December 31, 2006, the Company ended the joint venture and cancelled the shares of common stock and options that were issued to Globe pursuant to the agreement. 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 a joint venture agreement entered into November 3, 2005, and other related agreements, in addition to an accounting of expenditures of funds under the terms and provisions of the agreements. On May 11, 2007, a partial default judgment against Globe was granted by the District Court of Harris County, Texas. The partial default judgment as to liability only was granted with respect to the Company’s causes of action against Globe for breach of contract, conversion and common law fraud with respect to the Company’s Original Petition and Application for Temporary and Permanent Injunctions against Globe on January 30, 2007. On August 13, 2007, the Company was granted a final default judgment for permanent injunctive relief and for damages in the amount of $14,029,000 against Globe. Globe appealed the judgment. On November 23, 2007, the Court signed an order granting Globe’s Motion for New Trial and setting aside the Final Default Judgment entered in favor of the Company on August 13, 2007.

On October 29, 2008, the Company filed a lawsuit in the District Court of Harris county Texas, a lawsuit for fraud and contempt of court for Globe and Andy Hu, individually. In response, Globe filed a motion to stay the lawsuit based upon the forum selection clause in the joint venture agreement between the Company and Globe which provides that the exclusive forum for all disputes relating to the Joint Venture Agreement shall be Oklahoma State Court/Tulsa County. Due to the Texas State District Court’s backlog of cases and the withdrawal of Globe and Hu’s counsel, the motion to stay was not heard until May 1, 2009. The motion was granted as to Globe; however, Hu did not join in the motion and, after the May1, 2009, hearing, filed a separate motion to stay, based upon the same grounds as Globe’s motion. Hu’s motion to stay was denied at a May 8, 2009, hearing.

On July 15, 2010, the deposition of Andy Hu took place in Tulsa, OK. After reviewing the full transcript of this deposition, the Company believed there was enough strong evidence to move directly with a summary judgment filing with the District Court of Tulsa County, OK. The Company’s attorneys filed a summary judgment with the District Court of Tulsa County, OK on August 31, 2010. A summary judgment hearing was held on May 4, 2011. On October 24, 2011, the Company was granted its request for summary judgment against Globe Medical Tech, Inc. and awarded $311,440 and the return of 266,667 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 Medical is also required to return all syringes, design files, and sample molds to the Company. Furthermore, the Court ordered that Globe Medical assign to the Company all rights to the January 2009 issued United States patent for the RevVac™ auto-retractable safety syringe. Globe Medical is prohibited from claiming any interest or ownership in Revolutions Medical's safety vacuum syringes going forward.

REVOLUTIONS MEDICAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2011

NOTE 4 - OTHER COMMITMENTS AND CONTINGENCIES

Employment Agreement with Rondald L. Wheet, Chief Executive Officer

Effective March 31, 2008, the Company and Mr. Wheet, our Chief Executive Officer, entered into a three (3) year employment agreement. The agreement provides for an annual salary of $225,000. He is responsible for the Company’s substantive and financial reporting requirements of the Securities Exchange Act of 1934, as amended, and is specifically allowed to hire any and all professionals necessary to assist that process. The Company will provide him with all reasonable and customary fringe benefits, including, but not limited to, participation in pension plans, profit sharing plans, employee stock ownership plans, stock option plans (whether statutory or not), stock appreciation rights plans, hospitalization, medical dental disability and life insurance, car allowance, vacation and sick leave. The Company will reimburse of all his reasonable and necessary travel, entertainment or other related expenses incurred by him in carrying out his duties and responsibilities under the agreement. The Company will also provide him with a cell phone, suitable office space, and membership dues in professional organizations and for any seminars and conferences related to Company business.

Mr. Wheet may elect, by written notice to the Company, to terminate his employment with continued pay through the employment agreement term if (i) the Company sells all of its assets, (ii) the Company merges with another business entity with a change in control,(iii) more than 50% of the outstanding stock is acquired by a third party, (iv) the Company requires Mr. Wheet to relocate or assigns duties not commensurate with his position as Chief Executive Officer, (v) Mr. Wheet is removed from the Board of Directors and (vi) the Company defaults in making payments required to Mr. Wheet under this agreement. For two years following his resignation or termination, Mr. Wheet will not work for or provide any services in any capacity to any competitor and will not solicit any of the Company’s customers or accounts. This agreement has been extended until such time when both parties can agree on new terms. The Company and Mr. Wheet have agreed to the extension of the employment agreement on a month-to-month basis.

Employment Agreement with Vincent Olmo, Chief Operating Officer

Effective April 11, 2011, the Company and Mr. Olmo, our Chief Operating Officer, entered into a three (3) year employment agreement. The agreement provides for an annual salary of $165,000. He is responsible for all daily operating and production activities of the Company. The Company will provide him with all reasonable and customary fringe benefits, including, but not limited to, participation in pension plans, profit sharing plans, employee stock ownership plans, stock option plans (whether statutory or not), stock appreciation rights plans, hospitalization, medical dental disability and life insurance, car allowance, vacation and sick leave. The Company will reimburse of all his reasonable and necessary travel, entertainment or other related expenses incurred by him in carrying out his duties and responsibilities under the agreement. The Company will also provide him with a cell phone, suitable office space, and membership dues in professional organizations and for any seminars and conferences related to Company business.

Mr. Olmo may elect, by written notice to the Company, to terminate his employment with continued pay through the employment agreement term if (i) the Company sells all or substantially all of its assets, (ii) the Company merges with another business entity with a change in control,(iii) more than 50% of the outstanding stock is acquired by a third party, (iv) the Company requires Mr. Olmo to relocate or assigns duties not commensurate with his position as the Chief Operating Officer and (v) the Company defaults in making payments required to Mr. Olmo under this agreement. For two years following his resignation or termination, Mr. Olmo will not work for or provide any services in any capacity to any competitor and will not solicit any of the Company’s customers or accounts.

Employment Agreement with Burton Hodges, Chief Financial Officer

Effective June 1, 2011, the Company and Mr. Hodges, our Chief Financial Officer, entered into a three (3) year employment agreement. The agreement provides for an annual salary of $165,000. He is responsible for all financial functions and capital resources of the Company, including corporate finance, project finance, corporate accounting, reporting and risk management. The Company will provide him with all reasonable and customary fringe benefits, including, but not limited to, participation in pension plans, profit sharing plans, employee stock ownership plans, stock option plans (whether statutory or not), stock appreciation rights plans, hospitalization, medical dental disability and life insurance, car allowance, vacation and sick leave. The Company will reimburse of all his reasonable and necessary travel, entertainment or other related expenses incurred by him in carrying out his duties and responsibilities under the agreement. The Company will also provide him with a cell phone, suitable office space, and membership dues in professional organizations and for any seminars and conferences related to Company business.

REVOLUTIONS MEDICAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2011

Mr. Hodges may elect, by written notice to the Company, to terminate his employment with continued pay through the employment agreement term if (i) the Company sells all or substantially all of its assets, (ii) the Company merges with another business entity with a change in control,(iii) more than 50% of the outstanding stock is acquired by a third party, (iv) the Company requires Mr. Hodges to relocate or assigns duties not commensurate with his position as the Chief Financial Officer and (v) the Company defaults in making payments required to Mr. Hodges under this agreement. For two years following his resignation or termination, Mr. Hodges will not work for or provide any services in any capacity to any competitor and will not solicit any of the Company’s customers or accounts.

Amounts Due Pursuant to Employment and Consulting Agreements

As of September 30, 2011, the Company had accrued $120,000 pursuant to employment agreements. Although the Company plans to settle these amounts, there is no assurance that its efforts to settle will be successful. No litigation related to these previous employment agreements has been initiated or threatened. There is no assurance, however, that such litigation will not be initiated in the future.

Patent Applications for the Company’s Proprietary Technology

The Company owns one (1) published patent on its Auto Retractable Vacuum RevVac safety syringe issued in January 2005 and one (1) published patent on its safety blood drawing device issued in June 2003. In January 2009, a second patent for the RevVac auto retractable vacuum safety syringe was issued by the U.S. patent office and published in April 2009 related to the Globe/Revolutions Medical Joint Venture. Upon the ruling in the Globe Med Tech lawsuit, the Company now has 100% ownership of the entire patent. The Company also filed international patent protection rights regarding the RevVac Auto Retractable Vacuum Safety Syringe in the following countries: Australia, China, Japan, Taiwan, Mexico, Canada and several countries in Europe.

The Company filed a provisional patent with the U.S. Patent and Trademark Office on May 3, 2011. This provisional patent provides additional protection for the Company’s auto retractable vacuum technology.

The Company is also engaged in the development of technology which can segment and reference MRI images. By “segmenting” an image, the Company’s technology will let the user select a part of the image (bone, fluid, tissue) and render that selection in three dimensions. Essentially, different components of an image are given different colors and the user can choose the color or colors to be studied, thus eliminating those portions colored with the colors being discarded. By “referencing” the image to a data base, the user can obtain similar, identified images to aid the user in interpretation of the image being studied. The Company currently owns four (4) separate patent applications, filed in June of 2007, each of which received USPTO office actions during 2010. The Company expects to receive issuances or additional office actions on some if not all of these patents over the next 12 months.

AMOUNTS DUE TO CONSULTANTS

None.

NOTE 5 - PREFERRED STOCK AND COMMON STOCK TRANSACTIONS

SERIES 2006 PREFERRED STOCK

Currently, 1,000,000 shares of Series 2006 Preferred Stock are outstanding. Rondald L. Wheet, our Chairman and Chief Executive Officer, has been issued the 1,000,000 shares.

SERIES 2009 PREFERRED STOCK

Currently no shares of Series 2009 Preferred Stock are outstanding. Thomas O’Brien, our former President and Director, had been issued the 500,000 shares, but these shares were returned to the Company upon his resignation on September 21, 2011.

REVOLUTIONS MEDICAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2011

Dividends: The holder of the Series 2006 and the Series 2009 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 Series 2006 and Series 2009 Preferred stock at the same time and on the same terms and conditions, so that each holder of Series 2006 and Series 2009 Preferred stock will receive the same dividend or distribution such holder would have received if the holder had converted his Series 2006 and Series 2009 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 Series 2006 or 2009 Preferred stock are entitled to receive a liquidation preference of $0.001 for each share of Series 2006 or Series 2009 Preferred stock prior to payment being made to any junior stock.

Conversion: The holders of Series 2006 and Series 2009 Preferred stock may convert each share into 1 share of common stock.

Preemption: The holders of Series 2006 and Series 2009 Preferred stock have no preemptive rights and they are not subject to further calls or assessments.

Voting Rights: The holders of Series 2006 and Series 2009 Preferred stock are entitled to 125 votes for each share of common stock into which their Series 2006 and Series 2009 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 Series 2006 or Series 2009 Preferred share, 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 Series 2006 or Series 2009 Preferred stock.

BLANK CHECK PREFERRED STOCK

The Company’s Articles of Incorporation authorize its board of directors to establish one or more additional series of preferred stock and to determine, with respect to any such series of preferred stock, its terms and rights, including: the designation of each series; the voting powers, if any, associated with each such series whether dividends, if any, will be cumulative or noncumulative and the dividend rate of each series; the redemption rights and price or prices, if any, for shares of each series; and preferences and other special rights, if any, of shares of each series in the event of any liquidation, dissolution, or distribution of the Company’s assets.

2011 COMMON STOCK TRANSACTIONS

During the nine months ended September 30, 2011, 656,015 shares were issued under the terms of the Drawdown Equity Financing Agreement with Auctus. The Company received proceeds of $206,470 in connection with these share issuances.

Pursuant to consulting agreements issued in 2011, the Company issued stock from the exercise of options issued with these agreements in the amount of 5,733,000 shares with a total value of $1,465,820.

Also during the nine months ended September 30, 2011, the Company issued an additional 1,016,693 shares of common stock with a total value of $355,850 in lieu of cash as payment for outside services.

Also during the nine months ended September 30, 2011, the Company issued an additional 1,060,771 shares of common stock with a total value of $438,629 due to conversions of convertible debt agreements with Asher and JMJ.

REVOLUTIONS MEDICAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2011

NOTE 6 - STOCK OPTIONS AND WARRANTS OUTSTANDING

The following tables summarize information about the stock options and warrants outstanding at September 30, 2011:

	OPTIONS		WARRANTS		TOTAL		WEIGHTED AVERAGE EXERCISE PRICE

Balance at December 31, 2010		12,834,750		3,371,600		16,206,350	$	0.38
Granted		8,083,000		—		8,083,000		0.25
Exercised		12,114,000		—		12,114,000		0.22
Expired/Forfeited		—

BALANCE AT September 30, 2011		8,803,750		3,371,600		12,175,350		0.50

	OPTIONS OUTSTANDING						EXERCISABLE
Range of Exercise Price	Number Outstanding at September 30, 2011		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number Exercisable at December 31, 2011		Weighted Average Exercise Price
OPTIONS
0.08 - 0.25		7,453,750		1.4	$	0.10		7,453,750	$	0.10
0.26-1.00		1,350,000		2.3		0.54		1,350,000		0.44
1.00-10.00

		8,803,750						8,803,750

NOTE 7 - RELATED PARTY TRANSACTIONS

On September 1, 2009, the Company entered into a five (5) year lease agreement with Osprey South, LLC (“Osprey”), to lease the property at 670 Marina Drive, Suite 301, Building F, Charleston, South Carolina, 29492. The leased property is approximately 2,395 square feet. During the course of the five (5) year lease, ending on August 31, 2014, the Company is to pay Osprey $4,500 in monthly rental installments payable on the first day of each succeeding month. On July 1, 20011, the Company amended the lease with Osprey for the office space adjacent to the existing office space on the third floor at 670 Marina Drive. The leased property is approximately 2,395 square feet. During the course of the lease, the Company is to pay Osprey $9,000 in monthly rental installments payable on the first day of each succeeding month The Company paid $27,000 in office rent to Osprey South, LLC for the third quarter of 2011. Ron Wheet is the sole member of Osprey South, LLC. The contract is a triple net lease with terms based upon market rates for class A office space at the time of the lease signing.

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

This quarterly report on Form 10-Q and other reports filed by Revolutions Medical Corporation (“we,” “us,” “our,” or the “Company”) 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 Operation

The Company continues to move forward with the production of its 3ml Auto Retractable Vacuum Safety Syringe, the RevVac Safety Syringe. On September 6, 2011, the Company gave notice to Medical Investment Group, LLC (“MIG”) that it was terminating the Manufacturing, Supply, Distribution and Licensing Agreement (the “MIG Agreement”) dated September 17, 2010, due to breach of contract for, among other reasons, invalid assignment of the MIG Agreement to ALLWAYS Design & Engineering Co. Ltd. There were no termination penalties incurred by the Company as a result of the termination of the MIG Agreement. On September 8, 2011, the Company entered into a binding memorandum of understanding (the “MOU”) with Wuxi Yushou Medical Appliances Co., Ltd. (“Yeso-med”), a limited liability company organized under the laws of the People’s Republic of China, for the manufacture and supply of the Company’s RevVac Safety Syringes. The MOU is intended to allow Yeso-med and the Company to begin working together on the manufacturing process while definitive documents are executed. The Company expects that the first shipments of syringes should be delivered in the fourth quarter of 2011. The Company plans to fund the manufacture process of these syringes through the use of the JMJ Financial convertible note. The Company also plans to continue funding the clinical study with the Philadelphia College of Medicine, North Georgia Campus, using its proprietary MRI software tools, RevColor, RevDisplay and Rev3D with the JMJ Financial convertible note. First results of this study are expected to be completed in the 1st quarter of 2012.

The Company completed its designs for the 5ml and 10ml RevVac safety syringe in November 2010 and completed the designs for the 1ml syringe in March 2011, with anticipated production roll out of the 1ml, followed by the 5ml and 10ml sizes during 2012. The Company also completed the designs on its new pre-filled safety syringe using the existing patented vacuum technology with significant improvements that required filing an additional provisional patent on this new design May 3, 2011, with the United States Patent and Trademark office. The Company will use this new design for its interchangeable needles, RevLock, for all syringe sizes and for the new pre-filled syringes. The Company expects to start this production process during the 1st quarter of 2012 on the new design. The Company expects to complete designs and launch sales for its Software as a Service (SAS) business model using its MRI software tools in the 1st quarter of 2012 for its first clinical application; concussions and head trauma. The Company may also seek additional capital to secure a manufacturing and assembly facility in South Carolina.

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 help significantly reduce accidental needle stick injuries and also aid in reducing the spread of contagious diseases. You may view a video of the syringe in use on are website at www.revolutionsmedical.com. The Company also believes that with the help of government regulation initiatives, individual state laws, and the importance of world health concerns, the safety syringe market will continue to have substantial growth into the foreseeable future.

The Company introduced its proprietary Color MRI software tools at the prestigious Radiological Society of North America (RSNA) show in Chicago, IL at the beginning of December 2009. Based upon the feedback from the show validating its Software as a Service (SAS) business model, the Company is now currently working on a clinical validation studies with Dr. Keith Brown at the Philadelphia College of Medicine, north Georgia Campus. The Company is hopeful that the many advantages that its proprietary software tools (RevColor, Rev3D, RevDisplay and RevScan) have over the traditional black and white images will be validated with these first clinical studies. The Company can then proceed with other clinical studies directed at concussions, stroke, Alzheimer’s, abdomen and breast disease. The Company believes that its proprietary color MRI software tools will eventually aid in the enhanced diagnosis, detection, and monitoring of such diseases and afflictions. The results of the first clinical studies should be completed in the 1st quarter of 2012.

When an MRI is taken, the black and white images are sent to a picture archiving and communication system (PACS), which displays the images for a radiologist to view. By using high speed internet, these images can be securely sent to the Company’s secure website, after a secure account is opened. This is called teleradiology. For a small nominal fee or monthly subscription, the Company will use its proprietary software, based upon specific parameters and information provided, and sends back the images in enhanced color and sorted in correct sequence along with the original black and white images, in a matter of minutes. A video of the MRI software can be found on the Company’s website.

On December 31, 2010, the Company announced that it had acquired the exclusive rights to license a breast biopsy localization system. The Company recently signed a worldwide exclusive license agreement with Traxsys, Inc. for an image-guided navigation system that incorporates high accuracy breast biopsies systems (“BSS”) to conventional mammography systems, which number more than 50,000 globally. This technology has already received 510K market clearance by the FDA. BSS facilitates accurate and fast non-palpable lesions and micro calcification localization in the treatment of breast cancer. It is a low-cost, standalone, stereotactic image-based system which uses data from a pair of mammograms to enable radiologists to accurately position a localization needle or biopsy tool at the location of suspicious abnormalities. The system can also be modified to leverage existing popular biopsy tools. The technology can be used to provide a technology platform for future development, including multi-modal breast imaging for the image fusion of MRI and X-Ray images. After a full due diligence of the technology, the Company sees a potential synergy between its proprietary MRI software tools and this technology for breast imaging. However, the Company has decided not to invest additional capital at this time and to focus its resources on its RevVac safety syringe line of products and applications for its MRI software technology. In the future, the Company could re-license this technology.

Results of Operation

For the three months ended September 30, 2011 compared to the three months ended September 30, 2010

Revenues

During the quarters ended September 30, 2011 and 2010, respectively, the Company had no revenues as it continues to focus on finalizing the new manufacturing relationship with Yeso-med in order to meet the goal of receiving the first full shipment of syringes from the factory in the 4th quarter of 2011.

General and Administrative Expenses

During the three months ended September 30, 2011, the Company incurred $564,910 in general and administrative expenses, compared to $528,814 for the same period in 2010. Employee salaries were $179,512 for the three months ended September 30, 2011, an increase of $49,087, compared to $130,425 for the same period in 2010. This salary increase is due to the hiring of our new Chief Operating Officer, Chief Financial Officer and additional sales staff in April 2011. Further, consulting agreement fees and legal fees were $134,734 and $94,260, respectively, for the three months ended September 30, 2011, a decrease in consulting fees of $116,746 and an increase in legal fees of $35,033, respectively, compared to $251,480 and $59,227, respectively, for the same period in 2010. The decrease in consulting fees was partly due to the termination of a consulting agreement with Strategic Product Development (“SPD”) in July. A total of $91,284 in prepaid consulting agreements was expensed in the three months ended September 30, 2011, compared to $137,180 for the same period in 2010. Interest and derivative expenses increased to $128,856 during the three months ended September 30, 2011, compared to $76,654 for the same period in 2010. This increase is due to additional convertible debt agreements with Asher Enterprises, Inc. and JMJ Financial, Inc. We also incurred capital expenditures in the amount of $44,115 and $120,866, during the three months ended September 30, 2011 and 2010, respectively, for office equipment, leasehold improvements and payments to complete the pilot design and final design of our production molds related to the 3 ml RevVac Safety Syringe. Also, during the three months ended September 30, 2011, the Company removed from the balance sheet equipment valued at $248,000 for the production of 1 ml molds, as the Company determined that these molds had not been produced and would not be produced under the terms of the contract terminated with MIG in September.

Net Loss

Net loss for the three months ended September 30, 2011, was $685,391, compared to $607,002 for the same period in 2010, as the Company incurred greater expenses primarily related to an increase in salaries, consulting and legal fees and expenses associated with the convertible debt agreements. The Company incurred a net operating loss of $566,535 during the three months ended September 30, 2011, compared to a net operating loss of $530,348 for the same period in 2010.

For the Nine Months Ended September 30, 2011 Compared to the Nine Months Ended September 30, 2010

Revenues

During the nine months ended September 30, 2011 and 2010, the Company had no revenues as it continues to focus on finalizing the new manufacturing relationship with Yeso-med in order to meet the goal of receiving the first full shipment of syringes from the factory in the 4th quarter of 2011.

General and Administrative Expenses

During the nine months ended September 30, 2011, the Company incurred $1,820,549 in general and administrative expenses, compared to $2,260,713 for the same period in 2010. Employee salaries were $548,237 for the nine months ended September 30, 2011, an increase of $203,087, compared to $345,150 for the same period in 2010. This salary increase is due to the hiring of our new Chief Operating Officer, Chief Financial Officer and additional salaries staff in April 2011. Further, consulting agreement fees and legal fees were $939,045 and $281,201, respectively, for the nine months ended September 30, 2011, an increase of $624,914 and $190,593, respectively, compared to $314,131 and $90,608, respectively, for the same period in 2010. These increases were related an increase in outside marketing consultants and the continuing refinement of our current products to a production level quality and the protection of our patents. Interest and derivative expenses also increased to $422,149 during the nine months ended September 30, 2011, compared to $111,660 for the same period in 2010, due to additional convertible debt agreements with Asher Enterprises, Inc. and JMJ Financial, Inc. We also incurred capital expenditures in the amount of $407,821 and $230,375, during the nine months ended September 30, 2011 and 2010, respectively, for equipment, leasehold improvements and payments to complete the pilot design and final design of our production molds related to the 3 ml RevVac Safety Syringe. Also, in September, 2011, the Company removed from the balance sheet equipment valued at $248,000 for the production of 1 ml molds, as the Company determined that these molds had not been produced and would not be produced under the terms of the contract terminated with MIG in September.

Net Loss

Net loss for the nine months ended September 30, 2011, was $2,777,528, compared to $846,374 for the same period in 2010, as the Company incurred greater expenses primarily related to an increase in salaries, legal fees and expenses associated with the convertible debt agreements. The Company incurred a net operating loss of $2,377,323 during the nine months ended September 30, 2011, compared to a net operating loss of $734,713 for the same period in 2010.

Liquidity and Capital Resources

As of September 30, 2011, the Company did not have and continues to 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 obligation over the next 12 months. Because of the foregoing, the Company’s auditors have expressed substantial doubt about our ability to continue as a going concern.

Net cash used for operating activities for the nine months ended September 30, 2011 and 2010, was $2,426,001 and $(903,436), respectively. The net loss for the nine months ended June 30, 2011 and 2010 was $(2,777,528) and $(846,374), respectively. This increase is primarily attributable to the increased expense related to consulting agreements, legal expenses, salaries and the interest and derivative expenses related to the convertible debt agreement.

Net cash used for investing activities for the nine months ended September 30, 2011 and 2010, was $(176,621) and $(230,376), respectively. This cash used for investing activities is a result of equipment purchases and leasehold improvements, as well as the adjustment for the 1ml design molds taken off of the balance sheet after the termination of the contract with MIG.

Net cash obtained through all financing activities for nine months ended September 30, 2011, was $2,535,910, as compared to $1,124,512 for the nine months ended September 30, 2010. The increase in cash obtained through financing activities is primarily a result of cash received from the exercise of stock options in the amount of $1,465,820. Additionally, cash adjustments through the issuance of convertible debt totaled $427,920 during the nine months ended September 30, 2011. Of this $427,920, an increase of $307,671 was provided from principal on the 2011 convertible debt agreements. A debt discount decrease of $246,629 has yet to be amortized as of September 30, 2011, and an increase from the balance of the derivative liability as of September 30, 2011, is $366,878.

In order to fund the completion of the RevVac Safety Syringe production molds, we issued stock options and/or common stock when it is acceptable to third parties for services rendered in assisting us in the product distribution and marketing process. Compensation costs related to the issuance of stock options to outside parties for services rendered during the three months ended September 30, 2011 and 2010 were $38,350 and $0, respectively. Additionally, we received payments for exercised options during the three months ended September 30, 2011, totaling $1,465,820, compared to $261,276 for the three months ended September 30, 2010. This increase is due primarily to an increase in consulting agreements and the options issued under the terms of these agreements.

As of September 30, 2011, the Company did not have and continues to not have sufficient cash to pay present obligations as they become due. We are searching for additional financing to generate the liquidity necessary to continue our 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. Because of these uncertainties, the auditors have expressed substantial doubt about our ability to continue as a going concern. We presently have an outstanding convertible note with JMJ Financial, but due to the Company’s risks and uncertainties, there is no assurance that we will be successful in continuing to fund money under these financing transactions. We may also not be able to establish new agreements. Even if such new agreements are established, there is no assurance that they will result in any funding. 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.

Because we do not currently generate any cash from operations and have no credit facilities available, our only means of funding is through the sale of our common stock. We presently have 250,000,000 shares of common stock authorized, of which 51,336,394 shares were issued and outstanding as of September 30, 2011. 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 when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy.

We believe that our existing available cash and available funds through the convertible notes with JMJ Financial and Asher Enterprises will enable us to meet our working capital requirements for at least the next 6 months. Our estimated working capital requirement for the next 10 months is $1,900,000 with an estimated burn rate of $160,000 per month. This working capital requirement includes initial orders for the safety syringe expected in the 4th quarter of 2011.

The Company entered into a two new securities purchase agreements in 2011 with Asher Enterprises, Inc. (“Asher Enterprises”), pursuant to which the Company issued two convertible promissory notes to Asher Enterprises for an original principal amount of $40,000 on July 26, 2011, and $45,000 on September 1, 2011, in return for aggregate gross cash proceeds of $85,000. The notes bear interest at a rate of 8% per annum and provide for the payment of all principal and interest 9 months from the date of the note. The principal amount owed to Asher Enterprises at September 30, 2011, is $160,000. The note is convertible at the election of Asher Enterprises into that number of shares of the Company’s common stock determined by multiplying 55% by the average of the lowest three closing bid prices of the Company’s common stock on the OTC Markets OTCQB during the 10 business days immediately preceding the date of conversion, subject to adjustment.

On February 22, 2011, the Company issued a $1,050,000 Convertible Promissory Note to JMJ Financial, Inc. (“JMJ”), a private investor. The note bears interest in the form of a onetime interest charge of 8%, payable with the note’s principle amount on the maturity date, February 22, 2014. All or a portion of this note’s principle and interest is convertible at the option of JMJ from time to time, into shares of the Company’s common stock, originally fixed at a per share conversion price equal to 70% of the average of the 5 lowest traded prices for the Company’s common stock in the 20 trading days previous to the effective date of each such conversion.

On February 28, 2011, the Company issued a $500,000 Convertible Promissory Note to JMJ. The note bears interest in the form of a onetime interest charge of 8%, payable with the note’s principle amount on the maturity date, February 28, 2014. All or a portion of this note’s principle and interest is convertible at the option of JMJ from time to time, into shares of the Company’s common stock, originally fixed at a per share conversion price equal to 70% of the average of the 5 lowest traded prices for the Company’s common stock in the 20 trading days previous to the effective date of each such conversion. The principal amount owed to JMJ at September 30, 2011, is $272,671.

The following table summarizes total current assets, liabilities and working capital at September 30, 2011, compared to September 30, 2010.

	Sept. 30, 2011 (unaudited)			Sept. 30, 2010 (unaudited)		Increase/ (Decrease)
Current Assets	$	222,165		$	336,723	$	(114,558)
Current Liabilities	$	1,915,531		$	680,074	$	(1,235,457)
Working Capital Deficit	$	(1,693,366	)	$	(343,351)	$	(1,350,015	)

As of September 30, 2011, we had a working capital deficit of $1,693,366, as compared to a working capital deficit of $343,351 as of September 30, 2010, an increase of $1,350,015. Factors contributing to the increase in this deficit include the settlement agreement reach with Gifford Mabie and the SEC, which increased current liabilities by $803,280, as of September 30, 2011. Additionally, the issuance of the convertible notes and the embedded derivatives associated with these notes increases current liabilities to $1,915,531 as of September 30, 2011, as compared to a balance of $680,074 as of September 30, 2010.

Other current assets include the amount related to pre-paid consulting expenses incurred through the issuance and exercise of stock options. The balance of prepaid consulting fees as of September 30, 2011, was $191,860, compared to $411,539 as of September 30, 2010. The remaining balance of $27,500 is a short term note receivable.

	Sept. 30, 2011			Sept. 30, 2010

Building	$	—		$	—
Production machinery and equipment		894,000			228,000
Furniture and fixtures		39,847			39,847
Office equipment		4,035			2,214
Leasehold improvements		41,800			—

Less: accumulated depreciation and amortization		(14,360	)		(8,049	)
Property, plant and equipment, net	$	965,322		$	262,012

Production machinery and equipment as of September 30, 2011, consisted primarily of amounts incurred in connection with the pilot molds and final molds related to the lines for the RevVac syringe.

The Company does not currently generate any cash from operations and does not have access to traditional credit facilities, however, the Company expects product sales beginning in the fourth quarter of 2011. Over the next 12 months, we expect to rely upon funding under our $1,050,000 and $500,000 convertible promissory notes with JMJ in order to implement our business plan and meet our liquidity needs going forward. The Company may also sell shares of its common stock or permit warrant exercises. If we implement any of the foregoing financing alternatives 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 when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy.

Current Liabilities consists of the following:

	Sept. 30, 2011		Sept. 30, 2010

Accounts payable and credit cards	$	144,850	$	53,027
Accrued Salaries		120,000		253,725
Convertible Debentures and Accrued Interest (net)		111,985		116,400
Note Payable and Accrued Interest		830,176		0
Derivative Liabilities		527,538		164,761

Other Current Liabilities		180,982		92,161

Total current liabilities	$	1,915,531	$	680,074

Changes in the balance to Accounts Payable are a result of the purchase agreement for the 1ml and 3ml RevVac Safety Syringe molds. Notes payable and Accrued Interest are a result of the settlement and determination of a liability with Gifford Mabie and the SEC. The issuance of the convertible debt agreements resulted in an increase in derivative liabilities. Other current liabilities include an amount due to a former employee of the Company.

Expected Purchase or Sale of Plant and Significant Equipment

None.

Expected Significant Changes in the Number of Employees

The Company began leasing additional space in the same building as of July 1, 2011, and expects to hire between 1 to 3 office personnel to assist with operations as sales commence with the 3ml RevVac safety syringe.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not hold any derivative instruments other than those attached to the convertible debt agreements issued to JMJ Financial and Asher Enterprises.

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.

(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.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. 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.

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/A for the year ended December 31, 2010, filed with the SEC on September 16, 2011.

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

Other than those securities issued and reported in a current report on Form 8-K, the Company issued the following securities during the three months ended September 30, 2011:

On July 18, 2011, the Company issued 5,000 shares of the Company’s common stock for outside consulting services rendered in the amount of $1,500.

On July 26, 2011, in exchange for $40,000 of funding, the Company issued a nine-month convertible promissory note. The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to a 45% discount from the market price at the time of conversion. The note carries an interest rate of 22% per annum.

On August 12, 2011, the Company issued 5,172 shares of the Company’s common stock for outside consulting services rendered in the amount of $1,500.

On August 22, 2011, the Company issued 100,000 shares of the Company’s common stock to a service provider for services rendered in the amount of $24,000.

On September 1, 2011, in exchange for $45,000 of funding, the Company issued a nine-month convertible promissory note. The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to a 45% discount from the market price at the time of conversion. The note carries an interest rate of 22% per annum.

On September 20, 2011, the Company issued 6,521 shares of the Company’s common stock for outside consulting services rendered in the amount of $1,500.

On September 30, 2011, the Company issued 50,000 shares of the Company’s common stock upon the exercise of stock options in the amount of $1,000.

The 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 3. Defaults Upon Senior Securities.

There were no defaults upon senior securities during the quarter ended September 30, 2011.

Item 4. (Removed and Reserved).

Item 5. Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

Item 6. Exhibits.

Exhibit No.		Description

31.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*

31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*

32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

*filed herewith

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

Dated: November 18, 2011	By:	/s/ Rondald Wheet
		Name: Rondald Wheet
		Title: Chief Executive Officer (Principal Executive Officer)

Dated: November 18, 2011	By:	/s/ Burt Hodges
		Name: Burt Hodges
		Title: Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)

Revolutions Medical CORP - FORM 10-Q - November 18, 2011

Attached files

Revolutions Medical CORP Reports